As Filed With the Securities and Exchange Commission on January 10, 2007
Registration No. 333-______
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM SB-2
Registration Statement
Under the Securities Act of 1934
Indigo Technologies, Inc.
(Name of Small Business Issuer in Its Charter)
NEVADA 1000 20-2234410
(State or Other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
Amsterdam # 10
Chapultepec, California, La Mesa
Tijuana, B.C. Mexico (775) 352-3915
(Address of principal Executive Offices) (Telephone Number)
Francisco Hoyos
P.O. Box 431687
San Ysidro, CA 92143 (775) 352-3915 (775) 201-1442
(Name and Address of Agent for Service) (Telephone Number) (Fax Number)
Approximate Date of Commencement of Proposed Sale to the Public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]
If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]
CALCULATION OF REGISTRATION FEE
==================================================================================================
Title of Each Proposed Proposed
Class of Maximum Maximum
Securities Offering Aggregate Amount of
to be Amount to be Price Per Offering Registration
Registered Registered Share Price (2) Fee (1)
- --------------------------------------------------------------------------------------------------
Common Stock $.001 par value to
be sold by selling shareholders 1,000,000 $0.016 $16,000 $1.71
- --------------------------------------------------------------------------------------------------
Common Stock $.001 par value to
be sold by the company 1,000,000 $0.016 $16,000 $1.71
- --------------------------------------------------------------------------------------------------
TOTAL 2,000,000 $0.016 $32,000 $3.42
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(1) Registration Fee has been paid via Fedwire.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c).
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
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PROSPECTUS
INDIGO TECHNOLOGIES, INC.
2,000,000 SHARES AT $.016 PER SHARE
This is our initial public offering. We are registering a total of 2,000,000
shares of our common stock. Of the shares being registered, 1,000,000 are being
registered for sale by the selling shareholders, and 1,000,000 are being
registered for sale by the Company. There is no minimum number of units required
to be purchased by each investor. The offering is being made on a
self-underwritten, "best efforts," "all-or-nothing" basis. The shares will be
sold on our behalf by our director, Francisco Hoyos. Mr. Hoyos will not receive
any commissions or proceeds from the offering for selling the shares on our
behalf. All of the shares being registered for sale by the Company will be sold
at a price per share of $0.016 for the duration of the offering. See section
entitled "Plan of Distribution" for a detailed discussion of the exemptions and
registrations we will be relying on for this offering. The selling shareholders
will sell their shares at a price per share of $0.016 until our shares are
quoted on the Over the Counter Bulletin Board and thereafter at prevailing
market prices or in privately negotiated transactions. While we plan to have our
shares listed on the OTC Bulletin Board there is no assurance that our shares
will be approved for listing on the OTC or on any other listing service or
exchange.
We will not receive any proceeds from the sale of any of the 1,000,000 shares by
the selling shareholders. We intend to open a standard, non-interest bearing,
bank checking account to be used only for the deposit of funds received from the
sale of the 1,000,000 shares being offered by the company. The funds will not be
held in an escrow or similar account. If all shares are not sold and the total
offering amount is not deposited by the expiration date of the offering, all
monies will be promptly returned to investors, without interest or deduction.
The shares being offered by the company will be offered for a period of one
hundred and eighty (180) days from the effective date of this prospectus, unless
extended by our director for an additional 90 days. The offering will end on
_______, 200_ (date to be inserted in a subsequent amendment).
Indigo Technologies is an exploration stage company and currently has no
operations. Any investment in the shares of common stock offered herein involves
a high degree of risk. You should only make a purchase if you can afford a
complete loss of your investment. Our independent auditors have issued an audit
opinion for Indigo Technologies which includes a statement expressing
substantial doubt as to our ability to continue as a going concern.
BEFORE INVESTING, YOU SHOULD CAREFULLY READ THIS PROSPECTUS AND, PARTICULARLY,
THE RISK FACTORS SECTION BEGINNING ON PAGE 5.
Neither the U.S. Securities and Exchange Commission nor any state securities
division has approved or disapproved of these securities, or determined if this
prospectus is truthful, accurate, current or complete. Any representation to the
contrary is a criminal offense.
Per Share Per Share Number
Per Share Underwriting discounts Proceeds Proceeds of Shares
Price to public and commissions to Company to Shareholders Available for Sale
--------------- --------------- ---------- --------------- ------------------
$0.016 $0.00 $0.016 $0.00 1,000,000
$0.016 $0.00 $0.00 $0.016 1,000,000
Total $32,000 $0.00 $16,000 $16,000 2,000,000
As of the date of this prospectus, there is no public trading market for our
common stock and no assurance that a trading market for our securities will ever
develop. The information in this prospectus is not complete and may be changed.
We will not sell these securities until the registration statement filed with
the U.S. Securities and Exchange Commission for review has been cleared of
comment and is effective. This prospectus is not an offer to sell these
securities and it is not soliciting an offer to buy these securities in any
state where the offer of sale is not permitted.
Subject to Completion, Dated __________, 200__
TABLE OF CONTENTS
Page No.
--------
SUMMARY OF PROSPECTUS 3
General Information 3
Offering 4
RISK FACTORS 5
Risks Associated with our Company 5
Risks Associated with this Offering 7
FORWARD LOOKING STATEMENTS 10
USE OF PROCEEDS 10
DETERMINATION OF OFFERING PRICE 11
DILUTION 12
PLAN OF DISTRIBUTION 13
Offering will be Sold by Our Officer and Director 13
Terms of the Offering 14
Deposit of Offering Proceeds 14
Procedures for and Requirements for Subscribing 15
LEGAL PROCEEDINGS 15
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS
AND CONTROL PERSONS 15
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT 17
DESCRIPTION OF SECURITIES 17
INTEREST OF NAMED EXPERTS AND COUNSEL 18
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION FOR
SECURITIES ACT LIABILITIES 18
ORGANIZATION WITHIN LAST FIVE YEARS 19
DESCRIPTION OF OUR BUSINESS 19
Glossary 19
General Information 20
Competition 27
Compliance with Government Regulation 27
Patents and Trademarks 28
Need for Any Government Approval of Principal Products 28
Research and Development 28
Employees 28
Reports to Security Holders 28
PLAN OF OPERATION 29
DESCRIPTION OF PROPERTY 33
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS 33
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS 34
EXECUTIVE COMPENSATION 36
FINANCIAL STATEMENTS 37
CHANGES IN & DISAGREEMENTS WITH ACCOUNTANTS 37
2
SUMMARY
GENERAL INFORMATION
You should read the following summary together with the more detailed business
information and the financial statements and related notes that appear elsewhere
in this prospectus. In this prospectus, unless the context otherwise denotes,
references to "we", "us", "our", "Indigo" and "Indigo Technologies" are to
Indigo Technologies, Inc.
Indigo Technologies (the "Company") was incorporated in the State of Nevada on
January 24th, 2005 to engage in the acquisition, exploration and development of
natural resource properties. We intend to use the net proceeds from this
offering to develop our business operations. (See "Business of the Company" and
"Use of Proceeds".) We are an exploration stage company, meaning we are engaged
in the search for mineral deposits (reserves) which are not in either the
development or production stage. We have no revenues and a limited operating
history. Indigo Technologies, Inc. has located one mineral property of
geological interest, the Indigo One Site, located in the District of Alamos,
State of Sonora, Mexico. Our principal executive offices are located at the
office of our director, Francisco Hoyos, at Amsterdam #10 Chapultepec,
California, La Mesa, Tijuana, B.C. Mexico. Our mailing address is P.O. Box
431687, San Ysidro, CA 92143. Our telephone number is (775) 352-3915.
Exploration and exploitation of minerals or substances may only be carried out
by natural Mexican citizens, ejidos and agrarian communities incorporated under
Mexican Law. They must have their legal address in the Mexican Republic, and
foreign investment may own no more than a fifty percent interest in the claims.
The director of Indigo is a Mexican citizen and the claims are held in a Mexican
corporation named Vista Norte Resources, Inc. in which Indigo owns a fifty
percent interest, and our director owns a fifty percent interest.
We received our initial funding of $14,125 through the sale of common stock to
our officer and director who purchased 4,125,000 shares of our common stock at
$0.001 per share on April 16, 2006 and the sale of 1,000,000 common shares at a
per share price of $0.01 to four non-affiliated private investors on April 20,
2006. From inception until the date of this filing we have had limited operating
activities. Our financial statements from inception (January 24, 2005) through
the year ended December 31, 2005 and the nine months ended September 30, 2006
report no revenues and a net loss of $18,386. Our independent auditors have
issued an audit opinion for Indigo Technologies which includes a statement
expressing substantial doubt as to our ability to continue as a going concern.
We have staked ten mining claims known as the Indigo One Site on 990 hectares of
property, filed the claims, and retained the services of a professional
geologist to examine our mineral claims. We have only recently commenced
exploration activities on the claims. Our property has no known reserves, there
is a possibility that the claims do not contain any reserves, and funds that we
spend on exploration will be lost. If we complete our current exploration
program and are successful in identifying a mineral deposit, we will be required
to expend substantial funds on further drilling and engineering studies before
we will know if we have a commercially viable mineral deposit or reserve.
3
There is no current public market for our securities. As our stock is not
publicly traded, investors should be aware they probably will be unable to sell
their shares and their investment in our securities is not liquid.
OFFERING
Securities Being Offered 2,000,000 shares of common stock, 1,000,000 which
we are offering, and 1,000,000 which are being
offered by the selling shareholders. All shares
will be offered at a price of $0.016 per share.
This offering will terminate on the earlier of the
sale of all of the 2,000,000 shares or 180 days
after the date of the prospectus.
Price per share The selling shareholders will sell their shares at
a fixed price per share of $0.016 until our shares
are quoted on the Over the Counter Bulletin Board
and thereafter at prevailing market prices or in
privately negotiated transactions. All of the
shares being registered for sale by the company
will be sold at a fixed price per share of $0.016
for the duration of the offering.
Securities Issued
and Outstanding 5,125,000 shares of common stock are issued and
outstanding before the offering and 6,125,000 will
be outstanding after the offering.
Registration costs We estimate our total offering registration costs
to be $6,000.
4
RISK FACTORS
An investment in these securities involves an exceptionally high degree of risk
and is extremely speculative in nature. Following are what we believe are all
the material risks involved if you decide to purchase Units in this offering.
RISKS ASSOCIATED WITH OUR COMPANY:
WE ARE AN EXPLORATION STAGE COMPANY WHICH HAS ONLY RECENTLY COMMENCED
EXPLORATION ACTIVITIES ON OUR CLAIMS. WE EXPECT TO INCUR OPERATING LOSSES FOR
THE FORESEEABLE FUTURE.
We have only recently commenced exploration on our claims. Accordingly, we
have no way to evaluate the likelihood that our business will be
successful. We were incorporated on January 24, 2005 and to date have been
involved primarily in organizational activities, locating a potential
mining site, and the acquisition of our mineral claims. We have not earned
any revenues as of the date of this prospectus. Potential investors should
be aware of the difficulties normally encountered by new mineral
exploration companies and the high rate of failure of such enterprises. The
likelihood of success must be considered in light of the problems,
expenses, difficulties, complications and delays encountered in connection
with the exploration of the mineral properties that we plan to undertake.
These potential problems include, but are not limited to, unanticipated
problems relating to exploration, and additional costs and expenses that
may exceed current estimates. Prior to completion of our exploration stage,
we anticipate that we will incur increased operating expenses without
realizing any revenues. We therefore expect to incur significant losses
into the foreseeable future. We recognize that if we are unable to generate
significant revenues from development of the claim and the production of
minerals from the claim, we will not be able to earn profits or continue
operations. There is no history upon which to base any assumption as to the
likelihood that we will prove successful, and it is doubtful that we will
generate any operating revenues or ever achieve profitable operations. If
we are unsuccessful in addressing these risks, our business will most
likely fail.
BECAUSE MANAGEMENT HAS NO TECHNICAL EXPERIENCE IN MINERAL EXPLORATION, OUR
BUSINESS HAS A HIGHER RISK OF FAILURE.
Our director has no professional training or technical credentials in the
field of geology and specifically in the areas of exploring, developing and
operating a mine. As a result, we may not be able to recognize and take
advantage of potential acquisition and exploration opportunities in the
sector without the aid of qualified geological consultants. As well, with
no direct training or experience, our management may not be fully aware of
the specific requirements related to working in this industry. His
decisions and choices may not take into account standard engineering or
managerial approaches mineral exploration companies commonly use.
Consequently our operations, earnings and ultimate financial success may
suffer irreparable harm as a result.
5
OUR INDEPENDENT AUDITORS HAVE ISSUED AN AUDIT OPINION FOR INDIGO TECHNOLOGIES
WHICH INCLUDES A STATEMENT DESCRIBING OUR GOING CONCERN STATUS. OUR FINANCIAL
STATUS CREATES A DOUBT WHETHER WE WILL CONTINUE AS A GOING CONCERN.
As described in Note 1 of our accompanying financial statements, our
limited exploration stage and our lack of any guaranteed sources of future
capital create substantial doubt as to our ability to continue as a going
concern. If our business plan does not work, we could remain as a start-up
company with limited material operations, revenues, or profits.
WITHOUT THE FUNDING FROM THIS OFFERING WE WILL BE UNABLE TO IMPLEMENT OUR
BUSINESS PLAN.
Our current operating funds are less than necessary to complete all
intended exploration of the claim, and therefore we will need the funds
from this offering in order to complete our business plan. As of september
30, 2006 we had cash in the amount of $17,139. We currently have only
initial operations and we have no revenue.
WE WILL REQUIRE ADDITIONAL FUNDING TO SUSTAIN OPERATIONS ONCE EXPLORATION IS
COMPLETE.
Even after completing all proposed exploration, we will not know if we have
a commercially viable mineral deposit. Even if we complete our initial
exploration program and are successful in identifying a mineral deposit we
will be required to expend substantial funds on further drilling and
engineering studies before we will know if we have a commercially viable
mineral deposit or reserve. We will require additional funding from this
offering in order to complete our business plan. As of September 30, 2006
we had cash of $17,139 which we intend to use for normal operating expenses
and expenses of our offering over the next twelve months. We have only
recently begun initial operations and will have no revenue during the next
twelve months.
BECAUSE THERE IS A RISK OUR PROPERTY MOST LIKELY WILL NOT CONTAIN SUFFICIENT
AMOUNTS OF EXPLOITABLE MINERAL ORE, OUR SHAREHOLDERS WILL LOSE ALL FUNDS USED
DURING OUR EXPLORATION.
There is the likelihood of our mineral claims containing little or no
economic mineralization or reserves of copper and other minerals. While we
have geological reports detailing previous exploration and mining within
the area of our current ten claims, there is the possibility our property
does not contain any reserves, resulting in any funds spent by us on
exploration being lost.
BECAUSE WE HAVE NOT SURVEYED THE CLAIM, WE MAY DISCOVER MINERALIZATION ON THE
CLAIMS THAT IS NOT WITHIN OUR CLAIM BOUNDARIES.
Until the claims are surveyed, the precise location of the boundaries of
the claims may be in doubt. If we discover mineralization that is close to
the estimated claim boundaries, it is possible that some or all of the
mineralization may occur outside the boundaries. In such a case we would
not have the right to extract those minerals.
6
IF WE DISCOVER COMMERCIAL RESERVES OF PRECIOUS METALS ON OUR MINERAL PROPERTY,
WE CAN PROVIDE NO ASSURANCE THAT WE WILL BE ABLE TO SUCCESSFULLY ADVANCE THE
MINERAL CLAIMS INTO COMMERCIAL PRODUCTION.
Our mineral property does not contain any known bodies of ore. If our
exploration program is successful in establishing ore of commercial tonnage
and grade, we will require additional funds in order to advance the mineral
claims into commercial production. In such an event, we may be unable to
obtain any such funds, or to obtain such funds on terms that we consider
economically feasible and you may lose your investment in this offering.
GOVERNMENT REGULATION OR OTHER LEGAL UNCERTAINTIES MAY INCREASE COSTS AND OUR
BUSINESS WILL BE NEGATIVELY AFFECTED.
There are several governmental regulations that materially restrict mineral
claims exploration and development. Under Mexican mining law, to engage in
certain types of exploration requires work permits, the posting of bonds,
and the performance of remediation work for any physical disturbance to the
land. In addition, the legal and regulatory environment that pertains to
the exploration of ore is uncertain and may change. Uncertainty and new
regulations could increase our costs of doing business and prevent us from
exploring for and the exploitation of ore deposits. In addition to new laws
and regulations being adopted, existing laws may be applied to mining that
have not as yet been applied. These new laws may increase our cost of doing
business with the result that our financial condition and operating results
may be harmed.
BECAUSE OUR CURRENT EXECUTIVE OFFICER HAS OTHER BUSINESS INTERESTS, HE MAY NOT
BE ABLE OR WILLING TO DEVOTE A SUFFICIENT AMOUNT OF TIME TO OUR BUSINESS
OPERATION, CAUSING OUR BUSINESS TO FAIL.
Francisco Hoyos, the sole officer and director of the company, currently
devotes approximately 5 to 7 hours per week of his business time to
providing management services to us. While our executive officer presently
possesses adequate time to attend to our interests, it is possible that the
demands on him from his other obligations could increase, with the result
that he would no longer be able to devote sufficient time to the management
of our business. This could negatively impact our business development.
RISKS ASSOCIATED WITH THIS OFFERING:
THE TRADING IN OUR SHARES WILL BE REGULATED BY SECURITIES AND EXCHANGE
COMMISSION RULE 15G-9 WHICH ESTABLISHED THE DEFINITION OF A "PENNY STOCK."
The shares being offered are defined as a penny stock under the Securities
and Exchange Act of 1934, and rules of the Commission. The Exchange Act and
penny stock rules generally impose additional sales practice and disclosure
requirements on broker-dealers who sell our securities to persons other
than certain accredited investors who are, generally, institutions with
7
assets in excess of $5,000,000 or individuals with net worth in excess of
$1,000,000 or annual income exceeding $200,000 ($300,000 jointly with
spouse), or in transactions not recommended by the broker-dealer. For
transactions covered by the penny stock rules, a broker-dealer must make a
suitability determination for each purchaser and receive the purchaser's
written agreement prior to the sale. In addition, the broker-dealer must
make certain mandated disclosures in penny stock transactions, including
the actual sale or purchase price and actual bid and offer quotations, the
compensation to be received by the broker-dealer and certain associated
persons, and deliver certain disclosures required by the Commission.
Consequently, the penny stock rules may make it difficult for you to resell
any shares you may purchase, if at all.
WE ARE SELLING THIS OFFERING WITHOUT AN UNDERWRITER AND MAY BE UNABLE TO SELL
ANY SHARES.
This offering is self-underwritten, that is, we are not going to engage the
services of an underwriter to sell the shares; we intend to sell them
through our officer and director, who will receive no commissions. He will
offer the shares to his friends, relatives, acquaintances and business
associates; however, there is no guarantee that he will be able to sell any
of the shares. Unless he is successful in selling all of the shares and
receiving all of the proceeds from this offering, we may have to seek
alternative financing to implement our business plans.
DUE TO THE LACK OF A TRADING MARKET FOR OUR SECURITIES, YOU MAY HAVE DIFFICULTY
SELLING ANY SHARES YOU PURCHASE IN THIS OFFERING.
We are not registered on any public stock exchange. There is presently no
demand for our common stock and no public market exists for the shares
being offered in this prospectus. We plan to contact a market maker
immediately following the effectiveness of this Registration Statement and
have them file an application on our behalf to have the shares quoted on
the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a regulated
quotation service that displays real-time quotes, last sale prices and
volume information in over-the-counter (OTC) securities. The OTCBB is not
an issuer listing service, market or exchange. Although the OTCBB does not
have any listing requirements per se, to be eligible for quotation on the
OTCBB, issuers must remain current in their filings with the SEC or
applicable regulatory authority. Market Makers are not permitted to begin
quotation of a security whose issuer does not meet this filing requirement.
Securities already quoted on the OTCBB that become delinquent in their
required filings will be removed following a 30 or 60 day grace period if
they do not make their required filing during that time. We cannot
guarantee that our application will be accepted or approved and our stock
listed and quoted for sale. As of the date of this filing, there have been
no discussions or understandings between Indigo Technologies or anyone
acting on our behalf with any market maker regarding participation in a
future trading market for our securities. If no market is ever developed
for our common stock, it will be difficult for you to sell any shares you
purchase in this offering. In such a case, you may find that you are unable
to achieve any benefit from your investment or be able to liquidate your
8
shares without considerable delay, if at all. In addition, if we fail to
have our common stock quoted on a public trading market, your common stock
will not have a quantifiable value and it may be difficult, if not
impossible, to ever resell your shares, resulting in an inability to
realize any value from your investment.
YOU WILL INCUR IMMEDIATE AND SUBSTANTIAL DILUTION OF THE PRICE YOU PAY FOR YOUR
SHARES.
Our existing officer and director acquired his shares for $0.001 per share,
the other four existing stockholders acquired their shares at a cost of
$.01 per share, a cost per share substantially less than that which you
will pay for the shares you purchase in this offering. Upon completion of
this offering the net tangible book value of the shares held by our
existing stockholders (5,125,000 shares) will be increased by $.003 per
share without any additional investment on their part. The purchasers of
shares in this offering will incur immediate dilution (a reduction in the
net tangible book value per share from the offering price of $.016 per
share) of $.014 per share. As a result, after completion of the offering,
the net tangible book value of the shares held by purchasers in this
offering would be $.002 per share, reflecting an immediate reduction in the
price they paid for their shares.
WE WILL BE HOLDING ALL PROCEEDS FROM THE SHARES BEING OFFERED BY THE COMPANY IN
A STANDARD BANK CHECKING ACCOUNT UNTIL ALL SHARES ARE SOLD. BECAUSE THE SHARES
ARE NOT HELD IN AN ESCROW OR TRUST ACCOUNT THERE IS A RISK YOUR MONIES WILL NOT
BE RETURNED IF ALL THE SHARES ARE NOT SOLD.
All funds received from the sale of shares by the company in this offering
will be deposited into a standard bank checking account until all shares
are sold and the offering is closed, at which time, the proceeds will be
transferred to our business operating account. We have committed to return
all monies deposited to the original purchasers in the event all shares in
the offering are not sold. However since the funds will not be placed into
an escrow, trust or other similar account, there can be no guarantee that
any third party creditor who may obtain a judgment or lien against us would
not satisfy the judgment or lien by executing on the bank account where the
offering proceeds are being held, resulting in a loss of any investment you
make in our securities.
WE WILL INCUR ONGOING COSTS AND EXPENSES FOR SEC REPORTING AND COMPLIANCE,
WITHOUT REVENUE WE MAY NOT BE ABLE TO REMAIN IN COMPLIANCE, MAKING IT DIFFICULT
FOR INVESTORS TO SELL THEIR SHARES, IF AT ALL.
Our business plan provides for the payment of the estimated $6,000 cost of
this registration statement to be paid from our cash on hand. We plan to
contact a market maker immediately following the effectiveness of this
Registration Statement and apply to have the shares quoted on the OTC
Electronic Bulletin Board. To be eligible for quotation, issuers must
remain current in their filings with the SEC. In order for us to remain in
compliance we will require future revenues to cover the cost of these
filings, which could comprise a substantial portion of our available cash
resources. If we are unable to generate sufficient revenues to remain in
9
compliance it may be difficult for you to resell any shares you may
purchase, if at all.
OUR SOLE DIRECTOR/OFFICER BENEFICIALLY OWNS 80% OF THE OUTSTANDING SHARES OF OUR
COMMON STOCK. AFTER THE COMPLETION OF THIS OFFERING HE WILL BENEFICIALLY OWN 67%
OF THE OUTSTANDING SHARES. IF HE CHOOSES TO SELL HIS SHARES IN THE FUTURE, IT
MIGHT HAVE AN ADVERSE EFFECT ON THE PRICE OF OUR STOCK.
Due to the controlling amount of his share ownership in our company, if our
sole director/officer decides to sell his shares in the public market, the
market price of our stock could decrease and all shareholders suffer a
dilution to the value of their stock. If our director/officer decides to
sell any of his common stock, he will be subject to Rule 144 under the 1933
Securities Act. Rule 144 restricts the ability of our director or officer
(affiliate) to sell shares by limiting the sales of securities made under
Rule 144 during any three-month period to the greater of: (1) 1% of the
outstanding common stock of the issuer; or (2) the average weekly reported
trading volume in the outstanding common stock reported on all securities
exchanges during the four calendar weeks preceding the filing of the
required notice of the sale under Rule 144 with the SEC.
OUR DIRECTOR WILL CONTROL AND MAKE CORPORATE DECISIONS THAT MAY DIFFER FROM
THOSE THAT MIGHT BE MADE BY THE OTHER SHAREHOLDERS.
Due to the controlling amount of his share ownership in our company, our
sole director/officer will have a significant influence in determining the
outcome of all corporate transactions, including the power to prevent or
cause a change in control. His interests may differ from the interests of
other stockholders and thus result in corporate decisions that are
disadvantageous to other shareholders.
FORWARD LOOKING STATEMENTS
This prospectus contains forward-looking statements that involve risk and
uncertainties. We use words such as "anticipate", "believe", "plan", "expect",
"future", "intend", and similar expressions to identify such forward-looking
statements. Investors should be aware that all forward-looking statements
contained within this filing are the good faith estimates of management as of
the date of this filing. Our actual results could differ materially from those
anticipated in these forward-looking statements for many reasons, including the
risks faced by us as described in the "Risk Factors" section and elsewhere in
this prospectus.
USE OF PROCEEDS
Assuming sale of all of the Shares offered herein, of which there is no
assurance, the proceeds from this Offering will be $16,000. The proceeds are
expected to be disbursed, in the priority set forth below, during the first
twelve (12) months after the successful completion of the Offering as follows:
10
Total Proceeds to the Company $16,000
-------
Net Proceeds to the Company $16,000
Phase I Exploration Program $ 4,000
Phase II Exploration Program $12,000
-------
Total Use of Net Proceeds $16,000
=======
We will establish a separate bank account and all proceeds will be deposited
into that account until such time as the total amount of the offering is
received and all shares are sold, at which time the funds will be released to us
for use in our operations. In the event we do not sell all of the shares before
the expiration date of the offering, all funds will be returned promptly to the
subscribers, without interest or deduction.
DETERMINATION OF OFFERING PRICE
The offering price of the shares has been determined arbitrarily by us. The
price does not bear any relationship to our assets, book value, earnings, or
other established criteria for valuing a privately held company. In determining
the number of shares to be offered we took into consideration our cash assets
and the amount of money we would need to implement our business plans.
Accordingly, the offering price should not be considered an indication of the
actual value of the securities.
SELLING SHAREHOLDERS
The selling shareholders in this prospectus are offering 1,000,000 shares of
common stock offered through this prospectus. These shares were acquired from us
in an offering that was exempt from registration pursuant to Section 4(2) as
amended of the Securities Act of 1933 and completed on April 20, 2006.
The following table provides, as of the date of this prospectus, information
regarding the beneficial ownership of our common stock held by each of the
selling shareholders, including:
1. The number of shares owned by each prior to this offering;
2. The total number of shares that are to be offered for each;
3. The total number of shares that will be owned by each upon completion
of the offering;
4. The percentage owned by each; and 5. The identity of the beneficial
holder of any entity that owns the shares.
To the best of our knowledge, the named parties in the table that follows are
the beneficial owners and have the sole voting and investment power over all
shares or rights to the shares reported. The column reporting the percentage
owned upon completion assumes that all shares offered are sold, and is
11
calculated based on 5,125,000 shares outstanding as of the date of this
prospectus.
Shares Total of Total Percent
Owned Prior Shares Shares Owned
Name of To This Offered After After
Selling Shareholder Offering For Sale Offering Offering
- ------------------- -------- -------- -------- --------
Pedro Aragon 250,000 250,000 0 0
Sergio Carrillo 250,000 250,000 0 0
Miriam Luiz 250,000 250,000 0 0
Raul Sanchez 250,000 250,000 0 0
To our knowledge, none of the selling shareholders:
1. Has had a material relationship with Indigo Technologies other than as
a shareholder as noted above at any time within the past three years;
2. Has ever been an officer or director of Indigo Technologies; or
3. Are broker-dealers or affiliated with broker-dealers.
DILUTION
Dilution represents the difference between the offering price and the net
tangible book value per share immediately after completion of this offering. Net
tangible book value is the amount that results from subtracting total
liabilities and intangible assets from total assets. Dilution arises mainly as a
result of our arbitrary determination of the offering price of the shares being
offered. Dilution of the value of the Units you purchase is also a result of the
lower book value of the shares held by our existing stockholders.
As of September 30, 2006, the net tangible book value of our shares was $-4,261
or NIL per share, based upon 5,125,000 shares outstanding.
Upon completion of this Offering, but without taking into account any change in
the net tangible book value after completion of this Offering other than that
resulting from the sale of the shares and receipt of the total proceeds of
$16,000, the net tangible book value of the 6,125,000 shares to be outstanding
will be $11,739, or approximately $.002 per Share. Accordingly, the net tangible
book value of the shares held by our existing stockholders (5,125,000 shares)
will be increased by $.003 per share without any additional investment on their
part. The purchasers of shares in this offering will incur immediate dilution (a
reduction in the net tangible book value per share from the offering price of
$.016 per Share) of $.014 per share. As a result, after completion of the
offering, the net tangible book value of the shares held by purchasers in this
offering would be $.002 per share, reflecting an immediate reduction in the
price they paid for their shares.
12
After completion of the offering, the existing shareholders will own 84% of the
total number of shares then outstanding, for which they will have made an
investment of $14,125, or an average of $.003 per Share. Upon completion of the
offering, the purchasers of the shares offered hereby will own 16% of the total
number of shares then outstanding, for which they will have made a cash
investment of $16,000, or $.016 per Share.
The following table illustrates the per share dilution to the new investors:
Public Offering Price per Share $.016
Net Tangible Book Value Prior to this Offering $.NIL
Net Tangible Book Value After Offering $.002
Immediate Dilution per Share to New Investors $.014
The following table summarizes the number and percentage of shares purchased,
the amount and percentage of consideration paid and the average price per Share
paid by our existing stockholder and by new investors in this offering:
Total
Price Number of Percent of Consideration
Per Share Shares Held Ownership Paid
--------- ----------- --------- ----
Existing
Stockholders $ .001 4,125,000 68% $ 4,125
$ .01 1,000,000 16% $10,000
Investors in
This Offering $ .016 1,000,000 16% $16,000
PLAN OF DISTRIBUTION
OFFERING WILL BE SOLD BY OUR OFFICER AND DIRECTOR
This is a self-underwritten offering. This Prospectus is part of a prospectus
that permits our officer and director to sell the shares directly to the public,
with no commission or other remuneration payable to him for any shares he may
sell. There are no plans or arrangements to enter into any contracts or
agreements to sell the shares with a broker or dealer. Francisco Hoyos, our
officer and director, will sell the shares and intends to offer them to friends,
family members and business acquaintances. In offering the securities on our
behalf, our officer and director will rely on the safe harbor from broker dealer
registration set out in Rule 3a4-1 under the Securities Exchange Act of 1934.
The officer and director will not register as a broker-dealer pursuant to
Section 15 of the Securities Exchange Act of 1934, in reliance upon Rule 3a4-1,
13
which sets forth those conditions under which a person associated with an Issuer
may participate in the offering of the Issuer's securities and not be deemed to
be a broker-dealer.
a. Our officer and director is not subject to a statutory
disqualification, as that term is defined in Section 3(a)(39) of the
Act, at the time of his participation; and,
b. Our officer and director will not be compensated in connection with
his participation by the payment of commissions or other remuneration
based either directly or indirectly on transactions in securities; and
c. Our officer and director is not, nor will be at the time of his
participation in the offering, an associated person of a
broker-dealer; and
d. Our officer and director meets the conditions of paragraph (a)(4)(ii)
of Rule 3a4-1 of the Exchange Act, in that he (A) primarily performs,
or is intended primarily to perform at the end of the offering,
substantial duties for or on behalf of our company, other than in
connection with transactions in securities; and (B) is not a broker or
dealer, or been associated person of a broker or dealer, within the
preceding twelve months; and (C) has not participated in selling and
offering securities for any Issuer more than once every twelve months
other than in reliance on Paragraphs (a)(4)(i) or (a)(4)(iii).
Our officer, director, control person and affiliates of same do not intend to
purchase any shares in this offering.
TERMS OF THE OFFERING
The shares will be sold at the fixed price of $.016 per share until the
completion of this offering. There is no minimum amount of subscription required
per investor, and subscriptions, once received, are irrevocable.
This offering will commence on the date of this prospectus and continue for a
period of 180 days (the "Expiration Date"), unless extended by our Director for
an additional 90 days. If we choose to extend the offering we will inform the
investors that we will promptly return their money unless they make an
affirmative statement to us, prior to the original expiration date of the
offering, that they wish to subscribe to the extended offering.
DEPOSIT OF OFFERING PROCEEDS
This is a "best efforts", "all or none" offering and, as such, we will not be
able to spend any of the proceeds unless and until all units are sold and all
proceeds are received. We intend to hold all monies collected for subscriptions
in a separate bank account until the total amount of $16,000 has been received.
At that time, the funds will be transferred to our business account for use in
the implementation of our business plans. In the event the offering is not sold
out prior to the Expiration Date, all monies will be returned to investors,
without interest or deduction. We feel the use of an escrow agent is an expense
14
the company can not bear at this time. We determined the use of the standard
bank account was the most efficient use of our available funds. Please see the
risk factor section to read the risk to you as a purchaser of any shares.
PROCEDURES AND REQUIREMENTS FOR SUBSCRIPTION
If you decide to subscribe for any shares in this offering, you will be required
to execute a Subscription Agreement and tender it, together with a check or
certified funds to us. Subscriptions, once received by the company, are
irrevocable. All checks for subscriptions should be made payable to Indigo
Technologies, Inc.
LEGAL PROCEEDINGS
Indigo Technologies is not currently involved in any legal proceedings and we
are not aware of any pending or potential legal actions.
DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS
The director and officer of Indigo Technologies., whose one year term will
expire 4/30/07, or at such a time as his successor(s) shall be elected and
qualified is as follows:
Name & Address Age Position Date First Elected Term Expires
- -------------- --- -------- ------------------ ------------
Francisco Hoyos 70 President, 04/16/06 04/30/07
Amsterdam #10 Secretary,
Chapultepec, California, Treasurer,
La Mesa, Tijuana, B.C. CFO, CEO &
Mexico Director
The foregoing person is a promoter of Indigo Technologies, as that term is
defined in the rules and regulations promulgated under the Securities and
Exchange Act of 1933.
Directors are elected to serve until the next annual meeting of stockholders and
until their successors have been elected and qualified. Officers are appointed
to serve until the meeting of the board of directors following the next annual
meeting of stockholders and until their successors have been elected and
qualified.
The director and officer currently devotes an immaterial amount of time,
approximately 5 to 7 hours per week, to manage the business affairs of our
company. After receiving funding per our business plan Mr. Hoyos intends to
devote as much time as is necessary to manage the affairs of the company.
No executive officer or director of the corporation has been the subject of any
order, judgment, or decree of any court of competent jurisdiction, or any
regulatory agency permanently or temporarily enjoining, barring, suspending or
15
otherwise limiting him or her from acting as an investment advisor, underwriter,
broker or dealer in the securities industry, or as an affiliated person,
director or employee of an investment company, bank, savings and loan
association, or insurance company or from engaging in or continuing any conduct
or practice in connection with any such activity or in connection with the
purchase or sale of any securities.
No executive officer or director of the corporation has been convicted in any
criminal proceeding (excluding traffic violations) or is the subject of a
criminal proceeding which is currently pending.
No executive officer or director of the corporation is the subject of any
pending legal proceedings.
RESUME
FRANCISCO HOYOS has been the President, CEO, Treasurer, CFO, Secretary, and
Director of the Company since April 16, 2006.
WORK HISTORY
Promociones Panamericanas
General Manager - Tijuana, B.C.
1971 to Present
* Manage operations for sales of insurance.
* Create and implement marketing campaigns.
* Manage office and sales staff.
Rentautos De Baja California
General Manager - Tijuana, B.C.
1969 -1971
* Managed staff.
* Managed daily operations of rental business.
Anderson Clayton & Co.
Office Manager/Industrial Relations - Calexico, CA.
1959 - 1969
* Employee relations including hiring and training.
* Managed payroll.
* Managed building and facilities.
* Managed personnel
16
Education
Instituto Tecnologico Y De Estudios Superiores De Monterrey
Monterrey, Mexico
Business Administration
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information on the ownership of Indigo's voting
securities by officers, directors and major shareholders as well as those who
own beneficially more than five percent of our common stock as of the date of
this prospectus:
No. of No. of
Shares Shares Percentage of Ownership
Name and Address Before After Before After
Beneficial Owner (1) Offering Offering Offering Offering
- ---------------- -------- -------- -------- --------
Francisco Hoyos 4,125,000 4,125,000 80% 68%
Amsterdam #10
Chapultepec, California,
La Mesa, Tijuana, B.C. Mexico
All Officers and
Directors as a Group 4,125,000 4,125,000 80% 68%
- ----------
(1) The person named above may be deemed to be a "parent" and "promoter" of the
Company, within the meaning of such terms under the Securities Act of 1933,
as amended, by virtue of his direct holdings in the Company.
DESCRIPTION OF SECURITIES
COMMON STOCK
The authorized capital stock of the Company consists of 75,000,000 shares of
Common Stock, par value $.001. The holders of Common Stock currently (i) have
equal ratable rights to dividends from funds legally available therefore, when,
as and if declared by the Board of Directors of the Company; (ii) are entitled
to share ratably in all of the assets of the Company available for distribution
to holders of Common Stock upon liquidation, dissolution or winding up of the
affairs of the Company; (iii) do not have preemptive, subscription or conversion
rights and there are no redemption or sinking fund provisions or rights
applicable thereto; and (iv) are entitled to one non-cumulative vote per share
on all matters on which stockholders may vote. All shares of Common Stock now
outstanding are fully paid for and non-assessable and all shares of Common Stock
which are the subject of this Offering, when issued, will be fully paid for and
non-assessable. Reference is made to the Company's Articles of Incorporation,
17
By-Laws and the applicable statutes of the State of Nevada for a more complete
description of the rights and liabilities of holders of the Company's
securities.
NON-CUMULATIVE VOTING
The holders of shares of Common Stock of the Company do not have cumulative
voting rights, which means that the holders of more than 50% of such outstanding
shares, voting for the election of directors, can elect all of the directors to
be elected, if they so choose, and, in such event, the holders of the remaining
shares will not be able to elect any of the Company's directors. After this
Offering is completed, the present stockholder will own 68% of the outstanding
shares.
CASH DIVIDENDS
As of the date of this Memorandum, the Company has not declared or paid any cash
dividends to stockholders. The declaration or payment of any future cash
dividend will be at the discretion of the Board of Directors and will depend
upon the earnings, if any, capital requirements and financial position of the
Company, general economic conditions, and other pertinent conditions. It is the
present intention of the Company not to declare or pay any cash dividends in the
foreseeable future, but rather to reinvest earnings, if any, in the Company's
business operations.
INTEREST OF NAMED EXPERTS AND COUNSEL
None of the below described experts or counsel have been hired on a contingent
basis and none of them will receive a direct or indirect interest in the
Company.
Our financial statements for the period from inception to the year ended
September 30, 2005 included in this prospectus have been audited by Chang G.
Park, Phd., CPA, 371 E Street, Chula Vista, CA 91910. We include the financial
statements in reliance on their reports, given upon their authority as experts
in accounting and auditing.
The Law Office of Dan Masters, 4490 Philbrook Street, San Diego, CA 92130, has
passed upon the validity of the shares being offered and certain other legal
matters and is representing us in connection with this offering.
DISCLOSURE OF COMMISSION POSITION OF INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification for liabilities arising under the Securities Act of
1933 (the "Act") may be permitted to directors, officers and controlling persons
of the small business issuer pursuant to the By-Laws of the company, or
otherwise, we have been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as expressed
in the Act, and is, therefore unenforceable.
18
In the event that a claim for indemnification against such liabilities (other
than the payment of expenses incurred or paid by a director, officer or
controlling person in the successful defense of any action, suit or proceeding)
is asserted by such director, officer, or other control person in connection
with the securities being registered, we will, unless in the opinion of our
legal counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification by
it is against public policy as expressed in the Securities Act and will be
governed by the final adjudication of such issue.
ORGANIZATION WITHIN LAST FIVE YEARS
Indigo Technologies was incorporated in Nevada on January 24, 2005 to engage in
the business of acquisition, exploration and development of natural resource
properties. On April 16, 2006 Francisco Hoyos was named as Director and sole
Officer of the company and as such voted to seek capital and begin development
of our business plan. We received our initial funding of $14,125 through the
sale of common stock to Mr. Hoyos who purchased 4,125,000 shares of common stock
at $0.001 on April 16, 2006 and 4 unrelated shareholders who purchased 1,000,000
shares of our Common Stock at $0.01 per share on April 20, 2006.
DESCRIPTION OF BUSINESS
We are an exploration stage company, meaning we are engaged in the search for
mineral deposits (reserves) which are not in either the development or
production stage. We have no revenues and a limited operating history. Our
independent auditors have issued an audit opinion for Indigo Technologies, Inc.
which includes a statement expressing substantial doubt as to our ability to
continue as a going concern.
There is the likelihood our mineral claims may contain little or no economic
mineralization or reserves of copper and other minerals. There is the
possibility that our claims do not contain any reserves and funds that we spend
on exploration will be lost. Even if we complete our current exploration program
and are successful in identifying a mineral deposit we will be required to
expend substantial funds on further drilling and engineering studies before we
will know if we have a commercially viable mineral deposit or reserve.
GLOSSARY OF MINING TERMS
"Andesite" A gray to black volcanic rock
"Breccia" A sedimentary rock composed of angular fragments
from a previous rock structure, cemented in a matrix
that may be of a similar or a different material
"Chalcopyrite" A sulphide mineral of copper and iron; the most
important ore mineral in copper
"Copper" or "Cu" A reddish or salmon-pink isometric mineral, the
native metallic element of copper. It is ductile and
malleable, a good conductor of heat and electricity,
usually dull and tarnished
19
"Diamond drill" A rotary type of rock drill that cuts a core of rock
that is recovered in long cylindrical sections
"Geological mapping" The process of observing and measuring geological
features in a given area and plotting these
features, to scale, onto a map
"Geophysical survey" A method of exploration that measures the physical
properties of rock formations including magnetism,
specific gravity, electrical conductivity and
resistance
"Gold" or "Au" A heavy, soft, yellow, ductile, malleable, metallic
element. Gold is a critical element in computer and
communications technologies
"Grab Sample" A single sample or measurement taken at a specific
time or over as short a period as feasible
"Massive sulphide Mineralization that contains a variety of different
mineralization" sulphide minerals - usually includes - sphalerite,
chalcopyrite, pyrite and pyrrhotite.
"Mineral claim" A portion of land held either by a prospector or a
mining company, in British Columbia each claim is
500m x 500m (1,640 ft2)
"Ore" A mixture of mineralized rock from which at least
one of the metals can be extracted at a profit
"Porphyry" Porphyry is a very hard igneous rock consisting of
large-grained crystals, such as feldspar or quartz,
dispersed in a fine-grained feldspathic matrix or
groundmass.
"Precious metal" Any of several metals, including gold and platinum,
that have high economic value - metals that are
often used to make coins or jewelry
"Pyrite" A yellow iron sulphide mineral - sometimes referred
to as "fools gold"
"Quartz" Common rock forming mineral consisting of silicon
and oxygen
"Sedimentary rocks" Secondary rocks formed from material derived from
other rocks and laid down underwater.
"Soil sampling" The collecting of samples of soil, usually 2 pounds
per sample, from soil thought to be covering
mineralized rock. The samples are submitted to a
laboratory that will analyze them for mineral
content
"Sphalerite" A zinc sulphide mineral; the most common ore mineral
of zinc
"Trenching" The digging of long, narrow excavation through soil,
or rock, to expose mineralization
"Vein" A crack in the rock that has been filled by minerals
that have traveled upwards from a deeper source
"Volcanic rocks" Igneous rocks formed from magma that has flowed out
or has been violently ejected from a volcano
GENERAL INFORMATION
Indigo Technologies, Inc. has located one mineral property of geological
interest, the Indigo One Site, on which the net proceeds of our offering will be
spent. The Indigo One Site consists of ten Mineral Claims located in the Alamos
District, Sonora State, Mexico, consisting of porphyry copper deposits which are
copper orebodies associated with porphyritic intrusive rocks. The Mineral Claims
20
consist of 990 hectares located in a region with known deposits of copper,
molybdenum, silver, and several other minor quantities of minerals. The location
is approximately 330 kilometers SE of Hermosillo, 60 kilometers SW of Chihuahua,
and 6 kilometers S of the nearest town, Las Alamos.
The Mexican government owns the land in Sonora State we intend to explore and
the company's only right to the property consists of the ten mining claims that
are owned by Vista Norte Resources, Inc. Vista Norte Resources, Inc. is a
Mexican corporation which is owned fifty percent by Indigo Technologies, Inc.,
with the other fifty percent owned by our director, a Mexican citizen. Per
Mexican law, a mining claim is filed by obtain a mining concession. Our ten
mineral concessions constitute our ten mining claims filed with the Secretaria
de Economia, Federal Government of Mexico on July 20, 2006 by Vista Norte
Resources, Inc.
In Mexico, only a Mexican citizen or Mexican corporation may obtain a mining
concession. A foreign investor may own up to a 50% interest in a Mexican mineral
claim. At the current time of this filing, the Indigo One Site property is
without known reserves and the proposed program is exploratory in nature. We
have begun the process of Phase one exploration work on the claim and have
incurred approximately $10,000 in exploration costs. The future cost of
exploration work on the property is disclosed in detail in the Plan of Operation
section of this prospectus.
Currently, there are two other start-up mining operations operating within 50
kilometers of Las Alamos, with both claims totaling approximately 1,100 hectares
SW of Indigo One. These other mining operations have reported preliminary
activity indicating .04% copper deposits in felsic to intermediate intrusive
igneous rocks and associated breccias. Host rocks include diorite and
granodiorite. These rocks are intruded by a quartz monzonite porphyry stock and
by numerous breccia masses which contain fragments of other older rock types.
21
MAP OF THE CLAIM
22
PROPERTY DESCRIPTION
The Indigo One Site consists of ten Mineral Claims totaling an area of 990
hectares recorded as Exploration Concessions with the Secretaria de Economia in
Mexico City through the regional office in Hermosillo, state of Sonora. These
Exploration Concessions are regarded as mineral claims for a period of six
years. If no actual commercial mineral extraction occurs within the six years,
the original Exploration Concessions expire. The Exploration Concessions were
filed and became effective on July 20, 2006
There are no known environmental liabilities. Before actual commercial mineral
extraction begins (beyond preliminary trenching, drilling, and mineral
sampling), an environmental permit must be obtained from the Secretaria de Medio
Ambiente y Recursos Naturales (SEMARNAT).
TOPOGRAPHY, ELEVATION AND VEGETATION
Elevations at the site on the east side of the mountain range know as the Sierra
Madre Occidental average 2,000 meters with mountain peaks at 3,300 meters. While
the nearby small towns have adequate water supplies through wells and cisterns,
providing water for small areas of trees and very few farms, the area is
considered high desert and mountainous with much of the land covered in large
rock formations and foothills thornscrub.
ACCESS TO THE PROPERTY
The site is accessible from Las Alamos via maintained dirt and gravel roads
suitable for large trucks and four wheel drive vehicles.
PROXIMITY TO URBAN TOWNS AND SERVICES
Mexican Federal Highway 16 (paved) connects the state capital, Hermosillo, on
the west and other Gulf of California towns to Cuauhtemoc (330 kilometers to the
east). Cuauhtemoc is 50 kilometers north of the small town of Las Alamos. The
Indigo One site is approximately 10 kilometers south of Las Alamos. Las Alamos
is considered to be primarily a quaint naturalist retreat and historic mining
town. Primary goods and services necessary for development of mining operations
will come from Hermosillo on the west, or Chihuahua on the east on Highway 16
(approximately 100 kilometers). Both of these cities have extensive construction
and mining service providers and major airports.
Initial phases of exploration and surface trenching will be supported by
electrical generators. Electrical power lines that supply power to the town of
Las Alamos are located near the claim boundary and will be utilized should the
claim become economically feasible.
Sufficient water is available from several wells located within 5 kilometers of
the claim site necessary to support all phases of exploration and development.
23
CLIMATE
The immediate area surrounding the site region is considered high desert and
mountainous, and is on the eastern slopes of the Sierra Madre Occidental
mountain range of the northern Mexican altiplano, a great plain that extends to
the Sierra Madre Oriental range in eastern Mexico. Areas between 1,000 and 2,000
meters elevation have yearly average temperatures between 16(degree)C and
20(degree)C. Above 2,000 meters, temperatures drop as low as an average yearly
range between 8(degree)C and 12(degree)C.
Arid or semiarid conditions are encountered in the area surrounding the Indigo
One Site in Sonora. Rainfall averages between 300 and 600 millimeters per year.
The area experiences a rainy season from June to mid-October and significantly
less rain during the remainder of the year.
SURFACE AREAS
Beginning approximately 50 kilometers from the United States border, the Sierra
Madre Occidental extends 5000 kilometers south to the Rio Santiago, where it
merges with the Cordillera Neovolcanica range that runs east-west across central
Mexico. The Sierra Madre Occidental lies approximately 300 kilometers inland
from the west coast of Mexico at its northern end but approaches to within fifty
kilometers of the coast near the Cordillera Neovolcanica. The northwest coastal
plain is the name given the lowland area between the Sierra Madre Occidental and
the Gulf of California. The Sierra Madre Occidental averages 2,250 meters in
elevation, with peaks reaching 3,000 meters.
HISTORY
The area around the site has a long history of mining activity. The Spaniards
began active surface mining for silver and founded Las Alamos as a mining town
in 1681. Northern Sonora was a prosperous gold mining region from 1848 to 1852.
Mining has continued for gold, silver, copper and other minerals throughout
north eastern Sonora to this day.
24
MAP SHOWING THE GEOLOGY
25
GEOLOGICAL SETTING
The region in which the Indigo One Site resides contains copper deposits in
felsic to intermediate intrusive igneous rocks and associated breccias. Host
rocks include diorite and granodiorite. These rocks are intruded by a quartz
monzonite porphyry stock and by numerous breccia masses which contain fragments
of other older rock types.
DEPOSIT AND MINERAL TYPES OF THE LAS ALAMOS REGION
The Las Alamos region porphyry copper deposits occurring in host rocks exhibit a
close genetic relationship to quartz monzonite porphyry and breccia types due to
hydrothermal alteration. Alteration in the central core of larger deposits is
pervasive and is predominantly phyllic (quartz-sericite-pyrite). Alteration
grades outward from the center into irregular argillic bands and narrow
prophlitic halos. Significant areas of hypogene mineralization consist of
pyrite, chalcopyrite, and molybdenite, in order of decreasing abundance,
together with minor amounts of sphalerite, galena, and bornite. Total sulfide
content ranges from two percent to eight percent by volume, with
pyrite-chalcopyrite ratios from 2:1 to as much as 10:1. The hypogene copper
grade in the deposits average from approximately 0.3 percent in many deposits to
a maximum of 0.6 percent in a small number of deposits. Supergene enrichment,
consisting of complete to partial chalcocite replacement of chalcopyrite and
pyrite, occurs beneath multiple site zones. Threefold enrichment, relative to
hypogene mineralization, has resulted in multiple site deposits of ore grade up
to 0.75 percent copper in these chalcocite zones. In most zones, a leached
capping of rocks in a depth of thirty to sixty meters covers the chalcocite
zones consisting of various combinations of indigenous iron oxide minerals that
include hematite, goethite, and jarosite. The south eastern mineralization
sector of the Las Alamos region, extending 75 kilometers, consists of
significant magmatic breccias within a heterogeneous rock package occurring as
disseminated and bleb sulphides of chalcopyrite. This heterogeneous rock package
includes melanocratic to leucocratic breccias and pegmatitic to vari-textured
breccia zones.
EXPLORATION
The nature of all relevant work to date on the Indigo One Site has been:
1. Exploration of Las Alamos area to determine suitable mineral potential
location
2. Retention of a geologist's services for the Indigo One Site visit
3. Filing of ten mineral claims (Exploration Concessions)
4. Geologist's study of historical mining and geology of the Las Alamos
area
5. Presenting of the geology report after the geologist's review of
relevant information
DRILLING
No drilling has been done at the Indigo One Site.
26
MINERAL SAMPLING
Approximately 30 kilograms of rocks and soil were collected at the Indigo One
Site. No technical examination, analysis, or detailed sampling of the rocks has
been done at the Indigo One Site, and no future mineral work or analysis has
been scheduled.
COMPETITION
The mining industry is highly fragmented. We do not compete directly with anyone
for the exploration or removal of minerals from our property as we hold all
interest and rights to the Claims. Readily available commodities markets exist
in Mexico and around the world for the sale of gold, silver and other minerals.
Therefore, we will likely be able to sell any gold, copper, silver or other
minerals that we are able to recover.
We will be subject to competition and unforeseen limited sources of supplies in
the industry in the event spot shortages arise for supplies such as dynamite,
and certain equipment such as bulldozers and excavators that we will need to
conduct exploration. We have not yet attempted to locate or negotiate with any
suppliers of products, equipment or services and will not do so until funds are
received from this offering. If we are unsuccessful in securing the products,
equipment and services we need we may have to suspend our exploration plans
until we are able to do so.
BANKRUPTCY OR SIMILAR PROCEEDINGS
There has been no bankruptcy, receivership or similar proceeding.
REORGANIZATIONS, PURCHASE OR SALE OF ASSETS
There have been no material reclassifications, mergers, consolidations, or
purchase or sale of a significant amount of assets not in the ordinary course of
business.
COMPLIANCE WITH GOVERNMENT REGULATION
We will be required to comply with all regulations, rules and directives of
governmental authorities and agencies applicable to the exploration of minerals
in Mexico generally, and in the state of Sonora specifically. For all of Mexico,
mining activity is regulated by two Mexican Federal agencies: the Secretaria de
Economia in Mexico City which has authority over all mining claim filings and
land use, and the Secretaria de Medio Ambiente y Recursos Naturales (SEMARNAT)
which regulates all environmental laws pertaining to mining. We have recorded
our exploration Concessions (mining claims) with the Secretaria de Economia in
Mexico City through the regional office in Hermosillo, state of Sonora. These
Exploration Concessions are regarded as mineral claims for a period of six
years. If no actual commercial mineral extraction occurs within the six years,
the original Exploration Concessions expire. The Exploration Concessions were
filed and became effective on July 20, 2006. We will also be responsible to
27
follow all Mexican Federal environmental laws by registering before actual
commercial mineral extraction begins (beyond preliminary trenching, drilling,
and mineral sampling), and obtain an environmental permit from the Secretaria de
Medio Ambiente y Recursos Naturales (SEMARNAT).
PATENTS, TRADEMARKS, FRANCHISES, CONCESSIONS, ROYALTY AGREEMENTS, OR LABOR
CONTRACTS
We have no current plans for any registrations such as patents, trademarks,
copyrights, franchises, concessions, royalty agreements or labor contracts. We
will assess the need for any of these on an ongoing basis.
NEED FOR GOVERNMENT APPROVAL FOR ITS PRODUCTS OR SERVICES
We are not required to apply for or have any government approval for our
products or services.
RESEARCH AND DEVELOPMENT COSTS DURING THE LAST TWO YEARS
We have not expended funds for research and development costs since inception.
NUMBER OF EMPLOYEES
Our only employee is our officer who currently devotes 5 to 7 hours per week to
company matters and after receiving funding he plans to devote as much time as
is necessary to manage the affairs of the company.
REPORTS TO SECURITIES HOLDERS
We provide an annual report that includes audited financial information to our
shareholders. We will make our financial information equally available to any
interested parties or investors through compliance with the disclosure rules of
Regulation S-B for a small business issuer under the Securities Exchange Act of
1934. We will become subject to disclosure filing requirements once our SB-2
registration statement becomes effective, including filing Form 10-KSB annually
and Form 10-QSB quarterly. In addition, we will file Form 8K and other proxy and
information statements from time to time as required. We do not intend to
voluntarily file the above reports in the event that our obligation to file such
reports is suspended under the Exchange Act. The public may read and copy any
materials that we file with the Securities and Exchange Commission, ("SEC"), at
the SEC's Public Reference Room at 100 F Street NE, Washington, DC 20549. The
public may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site
(http://www.sec.gov) that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC.
28
PLAN OF OPERATION
Our current cash balance is $17,139. We believe our cash balance is sufficient
to fund our limited levels of operations over the next twelve months. If we
experience a shortage of funds prior to funding we may utilize funds from our
director who has informally agreed to advance funds to allow us to pay for
offering costs, filing fees, and other administrative costs, however our
director has no formal commitment, arrangement or legal obligation to advance or
loan funds to the company. In order to achieve our business plan goals, we will
need the funding from this offering. We are an exploration stage company and
have generated no revenue to date. We have sold $14,125 in equity securities and
our director has loaned the company $21,400 to pay for our expenses.
Our auditors have issued a going concern opinion. This means that there is
substantial doubt that we can continue as an on-going business for the next
twelve months unless we obtain additional funding to pay for our business plan.
This is because we have not generated revenues and no revenues are anticipated
until we begin removing and selling minerals. There is no assurance we will ever
reach a stage where we generate any revenues.
Our exploration goal is to find exploitable minerals on our property. Our
ability to continue our operations depends upon our finding those exploitable
minerals. There is the likelihood of our mineral claims containing little or no
economic mineralization or reserves of copper and other minerals and that funds
we spend on exploration will be lost. Even if we complete our current
exploration program and are able to in identify any mineral deposits we will be
required to expend substantial funds on further drilling and engineering studies
before we will know if we have a commercially viable mineral deposit or reserve.
We are unable to make any assurances we will be able to raise the additional
funds necessary to implement any future exploration or extraction program even
if mineralization is found.
Our plan of operation for the twelve months following the date of this
prospectus is to complete the first two phases of exploration programs on the
Indigo claims consisting of geological assay testing and analysis, additional
mapping and sampling, and securing a licensed geologist's analytical and test
reports to determine if we have any possibility of proceeding beyond our
exploration steps of our Indigo One Site to a goal of bringing our site to a
production stage.
In addition to the $4,000 we anticipate spending to complete Phase I of the
exploration program as outlined below, and the $ 12,000 needed for Phase II of
the exploration program, we anticipate spending an additional $10,000 on
professional fees, including fees payable in connection with the filing of this
registration statement and complying with reporting obligations, and general
administrative costs.
Total expenditures over the next 12 months are therefore expected to be $26,000,
which includes the $16,000 to be raised in this offering and existing cash on
hand. We will require the funds from this offering in order to proceed with our
exploration plans.
29
PHASE I
We have accomplished the following during Phase I of our operations: explored
the Las Alamos area in Sonora State, Mexico for a possible site for copper
mineral exploration, identified a site near Las Alamos for further exploration,
retained the services of a licensed geologist, complied with the mining
registration process of the Federal Government of Mexico by surveying the site,
measuring the site, constructing a landmark for the site, and registering ten
mineral claims at the site (ten Exploration Concessions). In addition, we
collected approximately thirty kilograms of rocks and soil for future technical
examination and analysis needed before we continue expending resources and funds
in Phase II of our plan.
Results gained from Phase I will allow us to better understand the location of
mineralization at our site and determine whether to proceed with additional
exploration work. Our remaining two steps in this phase are:
Geological Assay Test & Analysis $ 2,000
Geologist Report $ 2,000
-------
Total $ 4,000
=======
PHASE II:
The Phase II exploration program is contingent upon the locating of economically
viable mineralization within the Phase I program. In this phase, we intend to do
the following: utilize a licensed geologist to assist us in conducting further
mapping and additional sampling, identify specific geophysical drilling spots at
our site, conduct a magnetometer survey, conduct mechanical trenching,
excavating and drilling, and secure our licensed geologist's report as to the
viability of our site for further exploration. The minimum estimated cost of the
Phase II program is $12,000. Our projected steps in this phase are:
Mapping & Additional Sampling $ 1,000
Geophysical Drilling Selection Sites $ 2,000
Magnetometer Survey $ 1,000
Trenching/Excavating/Drilling $ 2,000
Travel & Lodging $ 2,000
Additional Assay Test & Analysis $ 2,000
Geologist Report $ 2,000
-------
Total $12,000
=======
The above program costs are management's estimates only and the actual project
costs may exceed our estimates. To date, we have not commenced exploration on
the Indigo claim. We plan to complete Phase I of our exploration as soon as we
receive funding from our offering, projected for the summer of 2007. The
remaining Phase One steps should take approximately three months month to
complete.
30
Subject to the discovery of economically viable mineralization in Phase I
exploration, we intend to begin Phase II and complete those additional steps in
the fall of 2007. We do not anticipate weather conditions during the summer or
fall in Sonora will cause any delays in our exploration of the Indigo One Site.
We will require additional funding to proceed with any subsequent work on the
claims based on the findings from Phases I and II. We cannot provide investors
with any assurance that we will be able to raise sufficient funding to fund any
work after the first two phases of the exploration program.
OFF-BALANCE SHEET ARRANGEMENTS
We do not have any off-balance sheet arrangements that have or are reasonably
likely to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to investors.
LIMITED OPERATING HISTORY; NEED FOR ADDITIONAL CAPITAL
There is no historical financial information about us on which to base an
evaluation of our performance. We are an exploration stage company and have not
generated revenues from operations. We cannot guarantee we will be successful in
our business operations. Our business is subject to risks inherent in the
establishment of a new business enterprise, including limited capital resources,
possible delays in the exploration of our property, and possible cost overruns
due to the price and cost increases in services.
To become profitable and competitive, we must conduct the exploration of our
properties before we start into production of any minerals we may find. We are
seeking funding from this offering to provide the capital required for the first
two phases of our exploration program. We believe that the funds from this
offering will allow us to operate for one year.
We have no assurance that future financing will materialize. If that financing
is not available to us for subsequent work after the first two exploration
phases we may be unable to continue or expand our operations. Equity financing
could result in additional dilution to existing shareholders.
LIQUIDITY AND CAPITAL RESOURCES
To meet our need for cash we are attempting to raise money from this offering.
We cannot guarantee that we will be able to sell all the shares. If we are
successful the money raised will be applied to the items set forth in the Use of
Proceeds section of this prospectus. If the first two phases of our exploration
programs are successful in identifying mineralized materials we will need to
raise the necessary funding to commence removal of any minerals found. We may
consider sources of funding such as a second public offering, a private
placement of our securities or loans from our director or others, however we
have not yet decided upon the source of funding.
31
Our director has agreed to advance funds as needed until the public offering is
completed or failed and has agreed to pay the cost of reclamation of the
property should exploitable minerals not be found and we abandon our exploration
program. While he has agreed to advance the funds, the agreement is verbal and
is unenforceable as a matter of law.
The one property in the Company's portfolio, on which the net proceeds of the
offering will be spent, is the Indigo One, consisting of a total surface area of
approximately 1,000 acres. At the current time the property is without known
reserves and the proposed program is exploratory in nature. We have recently
commenced exploration on the claim and have expended approximately $10,000 in
exploration costs.
We received our initial funding of $14,125 through the sale of common stock to
our officer and director who purchased 4,125,000 shares of our common stock at
$0.001 per share on April 16, 2006, and 4 unrelated shareholders who purchased
1,000,000 shares of our common stock at $0.01 per share on April 20, 2006. From
inception until the date of this filing we have had limited operating
activities. Our financial statements from inception (January 24, 2005) through
the year ended December 31, 2005 and the nine months ended September 30, 2006
report no revenues and a net loss of $18,386.
CRITICAL ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective January 24, 2005 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
32
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
E. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities. Deferred tax assets are reduced by a valuation allowance when, in
the opinion of management, it is more likely than not that some portion of all
of the deferred tax assets will be realized. Deferred tax assets and liabilities
are adjusted for the effects of changes in tax laws and rates on the date of
enactment.
DESCRIPTION OF PROPERTY
The Company currently uses the home office premises of the sole officer and
director of the Company, Francisco Hoyos, on a rent free basis. The premises are
located at Amsterdam #10 Chapultepec, California, La Mesa, Tijuana, B.C. Mexico.
The premises include an answering machine, fax machine and a computer system.
The Company intends to use these premises until larger premises are required.
The mailing address for the company is P.O. Box 431687, San Ysidro, CA 92143. We
currently have no investment policies as they pertain to real estate, real
estate interests or real estate mortgages.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The principal executive office and telephone number are provided by Mr. Hoyos,
the officer and director of the corporation. The costs associated with the use
of the telephone and mailing address were deemed to be immaterial as the
telephone and mailing address were almost exclusively used by him for other
business purposes. Mr. Hoyos has loaned the company $21,400 through September
30, 2006 for its operating expenses and has declined receiving compensation from
the company while loaning funds to the company.
Mr. Hoyos, the sole officer and director will not be paid for any underwriting
services that he performs on our behalf with respect to this SB-2 offering.
On April 16, 2006, a total of 4,125,000 shares of Common Stock were issued in
exchange for cash in the amount of $4,125 U.S., or $.001 per share. All of such
33
shares are "restricted" securities, as that term is defined by the Securities
Act of 1933, as amended, and are held by officers and directors of the Company.
(See "Principal Stockholders".)
MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
We plan to contact a market maker immediately following the effectiveness of
this Registration Statement to file an application on our behalf to have the
shares quoted on the OTC Electronic Bulletin Board (OTCBB). The OTCBB is a
regulated quotation service that displays real-time quotes, last sale prices and
volume information in over-the-counter (OTC) securities. The OTCBB is not an
issuer listing service, market or exchange. Although the OTCBB does not have any
listing requirements per se, to be eligible for quotation on the OTCBB, issuers
must remain current in their filings with the SEC or applicable regulatory
authority. Market Makers are not permitted to begin quotation of a security
whose issuer does not meet this filing requirement. Securities already quoted on
the OTCBB that become delinquent in their required filings will be removed
following a 30 or 60 day grace period if they do not make their required filing
during that time. We cannot guarantee that our application will be accepted or
approved and our stock listed and quoted for sale. As of the date of this
filing, there have been no discussions or understandings between Indigo
Technologies, nor anyone acting on our behalf with any market maker regarding
participation in a future trading market for our securities.
As of the date of this filing, there is no public market for our securities.
There has been no public trading of our securities, and, therefore, no high and
low bid pricing. As of the date of this prospectus Indigo Technologies had five
shareholders of record. We have paid no cash dividends and have no outstanding
options.
PENNY STOCK RULES
The Securities and Exchange Commission has adopted rules that regulate
broker-dealer practices in connection with transactions in penny stocks. Penny
stocks are generally equity securities with a price of less than $5.00 (other
than securities registered on certain national securities exchanges or quoted on
the Nasdaq system, provided that current price and volume information with
respect to transactions in such securities is provided by the exchange or
system).
A purchaser is purchasing penny stock which limits the ability to sell the
stock. The shares offered by this prospectus constitute penny stock under the
Securities and Exchange Act. The shares will remain penny stocks for the
foreseeable future. The classification of penny stock makes it more difficult
for a broker-dealer to sell the stock into a secondary market, which makes it
more difficult for a purchaser to liquidate his/her investment. Any
broker-dealer engaged by the purchaser for the purpose of selling his or her
shares in us will be subject to Rules 15g-1 through 15g-10 of the Securities and
Exchange Act. Rather than creating a need to comply with those rules, some
broker-dealers will refuse to attempt to sell penny stock.
The penny stock rules require a broker-dealer, prior to a transaction in a penny
stock not otherwise exempt from those rules, to deliver a standardized risk
disclosure document, which:
34
- contains a description of the nature and level of risk in the market
for penny stock in both public offerings and secondary trading;
- contains a description of the broker's or dealer's duties to the
customer and of the rights and remedies available to the customer with
respect to a violation of such duties or other requirements of the
Securities Act of 1934, as amended;
- contains a brief, clear, narrative description of a dealer market,
including "bid" and "ask" price for the penny stock and the
significance of the spread between the bid and ask price;
- contains a toll-free telephone number for inquiries on disciplinary
actions;
- defines significant terms in the disclosure document or in the conduct
of trading penny stocks; and
- contains such other information and is in such form (including
language, type, size and format) as the Securities and Exchange
Commission shall require by rule or regulation;
The broker-dealer also must provide, prior to effecting any transaction in a
penny stock, to the customer:
- the bid and offer quotations for the penny stock;
- the compensation of the broker-dealer and its salesperson in the
transaction;
- the number of shares to which such bid and ask prices apply, or other
comparable information relating to the depth and liquidity of the
market for such stock; and
- monthly account statements showing the market value of each penny
stock held in the customer's account.
In addition, the penny stock rules require that prior to a transaction in a
penny stock not otherwise exempt from those rules; the broker-dealer must make a
special written determination that the penny stock is a suitable investment for
the purchaser and receive the purchaser's written acknowledgment of the receipt
of a risk disclosure statement, a written agreement to transactions involving
penny stocks, and a signed and dated copy of a written suitability statement.
These disclosure requirements will have the effect of reducing the trading
activity in the secondary market for our stock because it will be subject to
these penny stock rules. Therefore, stockholders may have difficulty selling
their securities.
35
REGULATION M
Our officer and director, who will offer and sell the Shares, is aware that he
is required to comply with the provisions of Regulation M promulgated under the
Securities Exchange Act of 1934, as amended. With certain exceptions, Regulation
M precludes the officer and director, sales agent, any broker-dealer or other
person who participates in the distribution of shares in this offering from
bidding for or purchasing, or attempting to induce any person to bid for or
purchase any security which is the subject of the distribution until the entire
distribution is complete.
REPORTS
We will become subject to certain filing requirements and will furnish annual
financial reports to our stockholders, certified by our independent accountants,
and will furnish un-audited quarterly financial reports in our quarterly reports
filed electronically with the SEC. All reports and information filed by us can
be found at the SEC website, www.sec.gov.
EXECUTIVE COMPENSATION
Our current officer receives no compensation. The current Board of Directors is
comprised of only Mr. Hoyos.
Summary Compensation Table
Other
Name & Annual Restricted All Other
Principal Compen- Stock Options LTIP Compen-
Position Year Salary($) Bonus($) sation($) Award(s)($) SARs($) Payouts($) sation($)
- -------- ---- --------- -------- --------- ----------- ------- ---------- ---------
F. Hoyos 2005 -0- -0- -0- -0- -0- -0- -0-
President 2006 -0- -0- -0- -0- -0- -0- -0-
There are no current employment agreements between the company and its executive
officer.
On April 16, 2006, a total of 4,125,000 shares of Common Stock were issued in
exchange for cash in the amount of $4,125 U.S., or $.001 per share.
The terms of these stock issuances were as fair to the company, in Mr. Hoyos'
opinion as the sole officer and director, as could have been made with an
unaffiliated third party. In making this determination he relied upon the fact
that the 4,125,000 shares were valued at par and purchased for $4,125 in cash.
The officer currently devotes an immaterial amount of time to manage the affairs
of the company, approximately 5 to 7 hours per week. The director and principal
36
officer has agreed to work with no remuneration until such time as the company
receives sufficient revenues necessary to provide management salaries. At this
time, management cannot accurately estimate when sufficient revenues will occur
to implement this compensation, or what the amount of the compensation will be.
Mr. Hoyos has loaned the company $21,400 through September 30, 2006 for its
operating expenses and has declined receiving compensation from the company
while loaning funds to the company.
There are no annuity, pension or retirement benefits proposed to be paid to
officers, directors or employees in the event of retirement at normal retirement
date pursuant to any presently existing plan provided or contributed to by the
company or any of its subsidiaries, if any.
FINANCIAL STATEMENTS
The audited financial statements of Indigo Technologies, Inc. for the year ended
December 31, 2005 and the nine months ended September 30, 2006, and related
notes which are included in this offering have been examined by Chang G. Park,
Ph.D., CPA, and have been so included in reliance upon the opinion of such
accountants given upon their authority as an expert in auditing and accounting.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS AND FINANCIAL DISCLOSURE
None.
37
Chang G. Park, CPA, Ph. D.
* 371 E STREET * CHULA VISTA * CALIFORNIA 91910-2615 *
* TELEPHONE (858)722-5953 * FAX (858) 408-2695 * FAX (619) 422-1465 *
E-MAIL changgpark@gmail.com o
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders
Indigo Technologies, Inc.
(A Development Stage Company)
We have audited the accompanying balance sheets of Indigo Technologies, Inc. (A
Development Stage "Company") as of September 30, 2006 and December 31, 2005 and
the related statements of operations, changes in shareholders' equity and cash
flows for the nine months and twelve months then ended and for the period from
January 24, 2005 (inception) to September 30, 2006. These financial statements
are the responsibility of the Company's management. Our responsibility is to
express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Indigo Technologies, Inc. as of
September 30, 2006, and December 31, 2005 and the results of its operation and
its cash flows for the nine months and twelve months then ended and for the
period from January 24, 2005 (inception) to September 30, 2006 in conformity
with U.S. generally accepted accounting principles.
The financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 3 to the financial statements,
the Company's losses from operations raise substantial doubt about its ability
to continue as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/S/ Chang G. Park, CPA
- -----------------------------
CHANG G. PARK, CPA
December 15, 2006
San Diego, CA. 91910
Member of the California Society of Certified Public Accountants
Registered with the Public Company Accounting Oversight Board
F-1
INDIGO TECHNOLOGIES, INC.
(A Development Stage Company)
Balance Sheets
- --------------------------------------------------------------------------------
As of As of
September 30, December 31,
2006 2005
---------- ----------
ASSETS
CURRENT ASSETS
Cash $ 17,139 $ --
---------- ----------
TOTAL CURRENT ASSETS 17,139 --
---------- ----------
TOTAL ASSETS $ 17,139 $ --
========== ==========
LIABILITIES & STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Loan Payable - (related party) $ 21,400 $ --
---------- ----------
TOTAL CURRENT LIABILITIES 21,400 --
TOTAL LIABILITIES 21,400 --
STOCKHOLDERS' EQUITY
Common stock, ($0.001 par value, 75,000,000 shares
authorized; 5,250,000 shares issued and outstanding
as of September 30, 2006) 5,125 --
Additional paid-in capital 9,000 --
Deficit accumulated during development stage (18,386) --
---------- ----------
TOTAL STOCKHOLDERS' EQUITY (4,261) --
---------- ----------
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY $ 17,139 $ --
========== ==========
See Notes to Financial Statements
F-2
INDIGO TECHNOLOGIES, INC.
(A Development Stage Company)
Statement of Operations
- --------------------------------------------------------------------------------
November 30, 2005
Nine Months (inception)
Ended Year ended through
September 30, December 31, September 30,
2006 2005 2006
----------- ----------- -----------
REVENUES
Revenues $ -- $ -- $ --
----------- ----------- -----------
TOTAL REVENUES -- --
OPERATING EXPENSE
Administrative Expenses 18,387 -- 18,387
----------- ----------- -----------
TOTAL OPERATING EXPENSE (18,387) -- (18,387)
OTHER INCOME (EXPENSES)
Interest income 1 1
----------- ----------- -----------
TOTAL OTHER INCOME (EXPESNES) 1 -- 1
----------- ----------- -----------
NET INCOME (LOSS) $ (18,386) $ -- $ (18,386)
=========== =========== ===========
BASIC EARNINGS PER SHARE $ (0.01) $ --
=========== ===========
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING 3,140,110 --
=========== ===========
See Notes to Financial Statements
F-3
INDIGO TECHNOLOGIES, INC.
(A Development Stage Company)
Statement of Changes in Stockholders' Equity
From January 24, 2005 (Inception) through September 30, 2006
- --------------------------------------------------------------------------------
Deficit
Accumulated
Common Additional During
Common Stock Paid-in Development
Stock Amount Capital Stage Total
----- ------ ------- ----- -----
BALANCE, JANUARY 24, 2005 -- $ -- $ -- $ -- $ --
NET LOSS, DECEMBER 31, 2005 -- --
---------- ---------- ---------- ---------- ----------
Balance, december 31, 2005 -- -- -- -- --
---------- ---------- ---------- ---------- ----------
Stock issued for cash on April 14, 2006
@ $0.001 per share 4,125,000 4,125 -- 4,125
Stock issued for cash on April 18, 2006
@ $0.01 per share 1,000,000 1,000 9,000 10,000
Net loss, September 30, 2006 (18,386) (18,386)
---------- ---------- ---------- ---------- ----------
BALANCE, APRIL 30, 2006 5,125,000 $ 5,125 $ 9,000 $ (18,386) $ (4,261)
========== ========== ========== ========== ==========
See Notes to Financial Statements
F-4
INDIGO TECHNOLOGIES, INC.
(A Development Stage Company)
Statement of Cash Flows
- --------------------------------------------------------------------------------
January 24, 2005
Nine Months (inception)
ended Year ended through
September 30, December 31, September 30,
2006 2005 2006
--------- --------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ (18,386) $ -- $ (18,386)
Adjustments to reconcile net loss to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES (18,386) -- (18,386)
CASH FLOWS FROM INVESTING ACTIVITIES
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES -- --
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from loan payable-related party 21,400 -- 21,400
Issuance of common stock 5,125 5,125
Additional paid-in capital 9,000 -- 9,000
--------- --------- ---------
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES 35,525 -- 35,525
--------- --------- ---------
NET INCREASE (DECREASE) IN CASH 17,139 -- 17,139
CASH AT BEGINNING OF PERIOD -- --
--------- --------- ---------
CASH AT END OF PERIOD $ 17,139 $ -- $ 17,139
========= ========= =========
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
Cash paid during year for:
Interest $ -- $ -- $ --
========= ========= =========
Income Taxes $ -- $ -- $ --
========= ========= =========
See Notes to Financial Statements
F-5
INDIGO TECHNOLOGIES INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2006
NOTE 1. ORGANIZATION AND DESCRIPTION OF BUSINESS
Indigo Technologies, Inc. (the Company) was incorporated under the laws of the
State of Nevada on January 24, 2005. The Company is in the development stage.
Its activities to date have been limited to capital formation, organization and
implementing the first phase of its business plan. The company has conducted a
survey of mineral sites in Mexico, secured a registered mining claim in the
State of Sonora, Mexico, and commissioned a geology report from its geologist.
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
A. BASIS OF ACCOUNTING
The Company's financial statements are prepared using the accrual method of
accounting. The Company has elected a December 31, year-end.
B. BASIC EARNINGS PER SHARE
In February 1997, the FASB issued SFAS No. 128, "Earnings Per Share", which
specifies the computation, presentation and disclosure requirements for earnings
(loss) per share for entities with publicly held common stock. SFAS No. 128
supersedes the provisions of APB No. 15, and requires the presentation of basic
earnings (loss) per share and diluted earnings (loss) per share. The Company has
adopted the provisions of SFAS No. 128 effective January 24, 2005 (inception).
Basic net loss per share amounts is computed by dividing the net loss by the
weighted average number of common shares outstanding. Diluted earnings per share
are the same as basic earnings per share due to the lack of dilutive items in
the Company.
C. CASH EQUIVALENTS
The Company considers all highly liquid investments purchased with an original
maturity of three months or less to be cash equivalents.
D. USE OF ESTIMATES AND ASSUMPTIONS
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates. In accordance with FASB 16 all
adjustments are normal and recurring.
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INDIGO TECHNOLOGIES INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2006
NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
E. INCOME TAXES
Income taxes are provided in accordance with Statement of Financial Accounting
Standards No. 109 (SFAS 109), Accounting for Income Taxes. A deferred tax asset
or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carryforwards. Deferred tax expense (benefit)
results from the net change during the year of deferred tax assets and
liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of
management, it is more likely than not that some portion of all of the deferred
tax assets will be realized. Deferred tax assets and liabilities are adjusted
for the effects of changes in tax laws and rates on the date of enactment.
NOTE 3. GOING CONCERN
The accompanying financial statements are presented on a going concern basis.
The Company had minimal operations during the period from January 24, 2005
(inception) to September 30, 2006 and generated a net loss of $18,386. This
condition raises substantial doubt about the Company's ability to continue as a
going concern. Because the Company is currently in the development stage and has
expended minimal funds to begin its operations, management believes that the
company's current cash of $17,139 is sufficient to cover the expenses they will
incur during the next twelve months in its initial operations phase or until the
Company raises additional funding.
Management plans to raise additional funds through debt or equity offerings.
There is no guarantee that the Company will be able to raise any capital through
this or any other offerings.
NOTE 4. RELATED PARTY TRANSACTION
Loan payable amounting to $21,400 is loaned to the Company from a director
without repayment terms and with no interest being charged.
NOTE 5. WARRANTS AND OPTIONS
There are no warrants or options outstanding to acquire any additional shares of
common stock.
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INDIGO TECHNOLOGIES INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2006
NOTE 6. NET OPERATING LOSSES
As of September 30, 2006, the Company has a net operating loss carryforwards of
approximately $18,386. Net operating loss carryforward, expires twenty years
from the date the loss was incurred.
NOTE 7. INCOME TAXES
As of September 30, 2006
------------------------
Deferred tax assets:
Net operating tax carryforwards $ 2,758
Other 0
-------
Gross deferred tax assets 2,758
Valuation allowance (2,758)
-------
Net deferred tax assets $ 0
=======
Realization of deferred tax assets is dependent upon sufficient future taxable
income during the period that deductible temporary differences and carryforwards
are expected to be available to reduce taxable income. As the achievement of
required future taxable income is uncertain, the Company recorded a valuation
allowance.
NOTE 8. STOCK TRANSACTIONS
Transactions, other than employees' stock issuance, are in accordance with
paragraph 8 of SFAS 123. Thus issuances shall be accounted for based on the fair
value of the consideration received. Transactions with employees' stock issuance
are in accordance with paragraphs (16-44) of SFAS 123. These issuances shall be
accounted for based on the fair value of the consideration received or the fair
value of the equity instruments issued; whichever is more readily determinable.
On April 14, 2006 the Company issued a total of 4,125,000 shares of common stock
to a director for cash at $0.001 per share.
On April 28, 2006 the Company issued a total of 1,000,000 shares of common stock
for cash at $0.01 per share.
As of September 30, 2006 the Company had 5,125,000 shares of common stock issued
and outstanding.
F-8
INDIGO TECHNOLOGIES INC.
(A Development Stage Company)
Notes to Financial Statements
September 30, 2006
NOTE 9. STOCKHOLDERS' EQUITY
The stockholders' equity section of the Company contains the following classes
of capital stock as of September 30, 2006:
* Common stock, $0.001 par value: 75,000,000 shares authorized;
5,125,000 shares issued and outstanding.
F-9
DEALER PROSPECTUS DELIVERY OBLIGATION
"UNTIL ______________, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES,
WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A
PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A
PROSPECTUS WHEN ACTING AS UNDERWRITERS AND WITH RESPECT TO THEIR UNSOLD
ALLOTMENTS OR SUBSCRIPTIONS."
PART II
INFORMATION NOT REQUIRED IN THE PROSPECTUS
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Indigo's By-Laws allow for the indemnification of the officers and directors in
regard to their carrying out the duties of their offices. The board of directors
will make determination regarding the indemnification of the director, officer
or employee as is proper under the circumstances if he/she has met the
applicable standard of conduct set forth in the Nevada General Corporation Law.
Section 78.751 of the Nevada Business Corporation Act provides that each
corporation shall have the following powers:
"1. A corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative,
except an action by or in the right of the corporation, by reason of any fact
that he is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses, including attorneys fees, judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with the action, suit or proceeding if he acted in good faith and in
a manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a pleas of nolo contendere or its equivalent, does not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and that, with respect to any criminal action or
proceeding, he had a reasonable cause to believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action or suit by or
in the right of the corporation to procure a judgment in its favor by reason of
the fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses, including amounts paid in
settlement and attorneys fees actually and reasonably incurred by him in
connection with the defense or settlement of the action or suit if he acted in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the corporation. Indemnification may not be made for
any claim, issue or matter as to which such a person has been adjudged by a
court of competent jurisdiction, after exhaustion of all appeals there from, to
be liable to the corporation or for amounts paid in settlement to the
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corporation, unless and only to the extent that the court in which the action or
suit was brought or other court of competent jurisdiction, determines upon
application that in view of all the circumstances of the case, the person is
fairly and reasonably entitled to indemnity for such expenses as the court deems
proper.
3. To the extent that a director, officer, employee or agent of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to in sections 1 and 2, or in defense of any claim, issue or
matter therein, he must be indemnified by the corporation against expenses,
including attorneys fees, actually and reasonably incurred by him in connection
with the defense.
4. Any indemnification under sections 1 and 2, unless ordered by a court or
advanced pursuant to section 5, must be made by the corporation only as
authorized in the specific case upon a determination that indemnification of the
director, officer, employee or agent is proper in the circumstances. The
determination must be made:
a. By the stockholders;
b. By the board of directors by majority vote of a quorum consisting of
directors who were not parties to the act, suit or proceeding;
c. If a majority vote of a quorum consisting of directors who were not
parties to the act, suit or proceeding so orders, by independent legal
counsel, in a written opinion; or
d. If a quorum consisting of directors who were not parties to the act,
suit or proceeding cannot be obtained, by independent legal counsel in
a written opinion.
5. The certificate of articles of incorporation, the bylaws or an agreement made
by the corporation may provide that the expenses of officers and directors
incurred in defending a civil or criminal action, suit or proceeding must be
paid by the corporation as they are incurred and in advance of the final
disposition of the action, suit or proceeding, upon receipt of an undertaking by
or on behalf of the director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not entitled to be
indemnified by the corporation. The provisions of this section do not affect any
rights to advancement of expenses to which corporate personnel other than
director or officers may be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in or ordered by a
court pursuant to this section:
a. Does not include any other rights to which a person seeking
indemnification or advancement of expenses may be entitled under the
certificate or articles of incorporation or any bylaw, agreement, vote
of stockholders or disinterested directors or otherwise, for either an
action in his official capacity or an action in another capacity while
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holding his office, except that indemnification, unless ordered by a
court pursuant to section 2 or for the advancement of expenses made
pursuant to section 5, may not be made to or on behalf of any director
or officer if a final adjudication establishes that his acts or
omission involved intentional misconduct, fraud or a knowing violation
of the law and was material to the cause of action.
b. Continues for a person who has ceased to be a director, officer,
employee or agent and inures to the benefit of the heirs, executors
and administrators of such a person.
c. The Articles of Incorporation provides that "the Corporation shall
indemnify its officers, directors, employees and agents to the fullest
extent permitted by the General Corporation Law of Nevada, as amended
from time to time."
As to indemnification for liabilities arising under the Securities Act of 1933
for directors, officers or persons controlling Indigo Technologies, we have been
informed that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy and unenforceable.
OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated costs of the offering are denoted below. Please note all amounts
are estimates other than the Commission's registration fee.
Securities and Exchange Commission registration fee $ 4
Accounting fees and expenses $2,500
Legal fees $2,000
Preparation and EDGAR fees $ 600
Transfer Agent fees $ 800
Printing $ 96
------
Total $6,000
======
RECENT SALES OF UNREGISTERED SECURITIES
Set forth below is information regarding the issuance and sales of securities
without registration since inception. No such sales involved the use of an
underwriter; no advertising or public solicitation was involved; the securities
bear a restrictive legend; and no commissions were paid in connection with the
sale of any securities.
On April 16, 2006, a total of 4,125,000 shares of Common Stock were issued to
our director in exchange for cash in the amount of $4,125 U.S., or $.001 per
share. On April 20, 2006, a total of 1,000,000 shares of Common Stock were
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issued to 4 unrelated shareholders in exchange for cash in the amount of $10,000
U.S., or $.01 per share. These securities were issued in reliance upon the
exemption contained in Section 4(2) of Securities Act of 1933.
EXHIBITS
Exhibit 3.1 Articles of Incorporation
Exhibit 3.2 Bylaws
Exhibit 5 Opinion re: Legality
Exhibit 10.1 Mineral Claim Purchase Agreement
Exhibit 23.1 Consent of counsel (see Exhibit 5)
Exhibit 23.2 Consent of independent auditor
Exhibit 23.3 Consent of geologist
Exhibit 99.1 Subscription Agreement
Exhibit 99.2 Geology Report
UNDERTAKINGS
The undersigned registrant hereby undertakes:
1. To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement to:
(i) Include any prospectus required by Section 10(a)(3) of the Securities
Act;
(ii) Reflect in the prospectus any facts or events which, individually or
together, represent a fundamental change in the information in the
registration statement. Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low and high end of the estimated maximum offering
range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement; and
(iii) Include any additional or changed material information on the plan of
distribution.
2. That, for the purpose of determining any liability under the Securities
Act, treat each post-effective amendment as a new registration statement of
the securities offered, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
3. To remove from registration by means of a post-effective amendment any of
the securities being registered hereby which remain unsold at the end of
the offering.
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4. Insofar as indemnification for liabilities arising under the Securities
Act of 1933 (the "Act") may be permitted to directors, officers and
controlling persons of the small business issuer pursuant to the
By-Laws of the company, or otherwise, we have been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the Act, and is, therefore
unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment of expenses incurred or paid by a director,
officer or controlling person in the successful defense of any action,
suit or proceeding) is asserted by such director, officer, or other
control person in connection with the securities being registered, we
will, unless in the opinion of our legal counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
(g) That for the purpose of determining liability under the Securities Act to
any purchaser:
2. If the small business issuer is subject to Rule 430C (ss.230.430C of this
chapter), include the following:
Each prospectus filed pursuant to Rule 424(b) (ss.230.424(b) of this
chapter) as part of a registration statement relating to an offering,
other than registrations statements relying on Rule 430B or other than
prospectuses filed in reliance on Rule 430A (ss.230.430A of this
chapter), shall be deemed to be part of and included in the
registration statement as of the date it is first used after
effectiveness. Provided, however, that no statement made in a
registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed to be
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a
purchaser with a time of contract of sale prior to such first use,
supersede or modify any statement that was made in the registration
statement or prospectus that was part of the registration statement or
made in any such document immediately prior to such date of first use.
II-5
SIGNATURES
In accordance with the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe it meets all of
the requirements for filing Form SB-2 and authorized this registration statement
to be signed on its behalf by the undersigned, in the city of Tijuana, country
of Mexico, on January 10, 2007.
Indigo Technologies, Inc.
/s/ Francisco Hoyos
--------------------------
By: Francisco Hoyos
(Principal Executive Officer)
In accordance with the requirements of the Securities Act of 1933, this
registration statement was signed by the following persons in the capacities and
dates stated.
/s/ Francisco Hoyos January 10, 2007
- ------------------------------------- ----------------
Francisco Hoyos, President Date
(Principal Executive Officer, Principal Financial Officer,
Principal Accounting Officer)
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