UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
FORM 10-K
(Mark One)
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended
November 30,
2011
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from _______________________ to
_______________________
INDIGO INTERNATIONAL,
CORP.
(Exact name of registrant as specified in its
charter)
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Nevada
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333-171423
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68-0680858
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(State or Jurisdiction
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(Commission
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(IRS Employer
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of Incorporation)
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File Number)
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Identification No.)
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Av. Nova Funchal
418 - 35th Floor, Vila
Olímpia
São Paulo, Brazil, 04551-060
(Address of
principal executive office)
55 11 3521 7048
(Registrant’s telephone
number, including area code)
_____________________________
(Former Name, former address
and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
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Title of each class
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Name of each exchange on which registered
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Nil
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Nil
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Securities registered pursuant to Section 12(g) of the Act:
Common Shares, par value
$0.001
(Title of class)
Indicate by check mark if the issuer is not required to file
reports pursuant to Section 13 or 15(d) of the Act:
Yes
[ ] No [X]
Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90
days.
Yes [X] No
[ ]
Indicate by checkmark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large accelerated filer [ ]
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Accelerated filer [ ]
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Non-accelerated filer [ ]
(Do not
check if a smaller reporting company)
|
Smaller reporting company [ X ]
|
Check if there is no disclosure of delinquent filers in response
to Item 405 of Regulation S-K is not contained in this form, and no disclosure
will be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant has submitted
electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation
S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such
files).
Yes [ ] No
[ ]
Our shares are quoted on the Over-the-Counter Bulletin Board
under the symbol “IDGR.OB”.
As of the date of this current report, we had minimum trading in
our common stock, therefore no market value can be determined based on our
trading prices.
State the number of shares outstanding of each of the issuer's
classes of equity stock, as of the latest practicable date.
4,510,000
common shares issued and outstanding as of March 14, 2012.
Check whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X ]
DOCUMENTS INCORPORATED BY REFERENCE
None
- 4 -
PART I
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Item 1.
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Description of Business.
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This annual report contains forward-looking statements as that
term is defined in the Private Securities Litigation Reform Act of 1995. These
statements relate to future events or our future financial performance. In some
cases, you can identify forward-looking statements by terminology such as "may",
"should", "expects", "plans", "anticipates", "believes", "estimates",
"predicts", "potential" or "continue" or the negative of these terms or other
comparable terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors, including the risks in the
section entitled "Risk Factors", that may cause our company's or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements.
Although we believe that the expectations reflected in the
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, we do not
intend to update any of the forward-looking statements to conform these
statements to actual results.
Our financial statements are stated in United States Dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
In this annual report, unless otherwise specified, all dollar
amounts are expressed in United States dollars and all references to "common
shares" refer to the common shares in our capital stock.
As used in this annual report, the terms "we", "us", "our",
“Company” and "Indigo" mean Indigo International, Inc., unless otherwise
indicated.
Overview
Indigo International, Corp., was founded in the State of Nevada
on June 2, 2010. We are a Poland based corporation and operate a consulting
business in commercial cultivation of white mushrooms (agaricus bisporus), which
include but is not limited to consulting in process engineering, improvement of
production methods, fruiting techniques, spore measurements, mushroom quality,
packaging, changes in growing on different strains or developing more adequate
harvesting methods, quality of raw materials, recipe, homogeneity, logistics,
the process of composting and hygiene and instructing and training of staff in
Poland. We had planned to expand our services to North American market in the
future if we had the available resources and growth to warrant it. We are a
development stage company and cannot state with certainty whether we will
achieve profitability. We have limited revenues, have minimal assets and have
incurred losses since inception. To date, our business operations have been
limited to primarily, the provision of services pursuant to a consulting
agreement with “Ogrodnictwo Piotr Walkowiak” a private Polish company,
specializing in commercial white mushroom cultivation.
We must raise additional capital in order for our business plan
to succeed. We have arranged limited fundraising. The most likely source of
future funds available to us is through the sale of additional shares of common
stock or debt financing. There is no assurance that any additional financing
will be available or if available, on terms that will be acceptable to us.
Failure to raise additional financing will cause us to go out of business.
- 5 -
There have been no material reclassifications, mergers,
consolidations or purchases or sales of any significant amount of assets not in
the ordinary course of business since the date of incorporation. We are a
start-up, development stage company and have generated minimal revenues. We
cannot guarantee that 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 and possible cost overruns, such
as increases in inventory, shipping, and marketing costs, increases in
administration expenditures associated with daily operations, increases in
accounting and audit fees, increases in legal fees related to filings and
regulatory compliance and increases in travel expenditures. Our new director,
Mr. Arouca, is considering other potential businesses for our company.
Our Current Business
We were incorporated in the State of Nevada on June 2, 2010. To
date, our business operations have been limited to primarily, the development of
a business plan and the signing of the service agreement with “Ogrodnictwo Piotr
Walkowiak”, a private Polish company, specializing in white mushroom growing.
There is no relationship between the company “Ogrodnictwo Piotr Walkowiak” we
signed the service agreement with and our officer, director or affiliates. As of
November 30, 2011, we have provided $22,000 in value of consulting services
pursuant to the agreement. We had planned to operate a consulting business in
commercial cultivation of white mushrooms (agaricus bisporus), including but not
limited to consulting in process engineering, improvement of production methods,
fruiting techniques, spore measurements, mushroom quality, packaging, changes in
growing on different strains or developing more adequate harvesting methods,
quality of raw materials, recipe, homogeneity, logistics, the process of
composting and hygiene and instructing and training of staff in Poland. We had
planned to expand our services to European and North American market in the
future if we had the available resources and growth to warrant it. We are a
development stage company and there is no guarantee that we will be able to
expand our business. Our new director, Odelio Arouca, is considering other
potential businesses for our company.
Commercial production of white mushrooms (agaricus bisporus) is
both an art and a science with many complex and distinct stages. Mushrooms are
one of the most difficult commodities to grow. Intensive labor is required to
produce a consistent, high-quality crop. While white mushrooms have been grown
in unused coal and limestone mines, old breweries, basements of apartment
houses, natural and man-made caves, rhubarb sheds, and many other unusual
structures, successful commercial mushroom growing requires special farms that
are highly technical operations, complete with extensive computerized systems to
monitor each point in production.
The overall white mushroom production cycle consists of Phase I
and Phase II composting, spawning, spawn colonization (Phase III), casing, case
run, pinning and finally harvesting. The specific criteria (temperature set
points, carbon dioxide concentrations and so forth) involved in each stage will
change depending on different mushroom crops and different mushroom growers, but
the basic concepts and methods of mushroom production remain constant.
Because of the fact that the margin between cost price and
retail price is not very significant it is very important for a grower to get
the maximum yield with the highest quality. We can offer advice to commercial
growers on how to achieve these goals by helping them to improve their
production methods, strains, fruiting techniques, mushroom quality and
packaging. We can also help with changing growing schedules, changes in growing
on different strains or developing more adequate harvesting methods. The
frequency of the visits can vary from several times per week to once a month,
depending on the problems of the farm.
- 6 -
Consulting Services
Our consulting services for commercial growers of white
mushrooms (agaricus bisporus) include:
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Consulting in process engineering
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Quality control
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Optimizing compost quality
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Hygiene check
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Spore measurement
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Improvement of production methods
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Improvement of fruiting techniques
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Improvement of mushroom quality
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Instructing and training of staff
Our specific areas of services include the following:
1. For clients’ existing cultivation facilities:
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Review of the current cultivation process used by client.
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Prepare a written recommendation for improvement of production methods
that are appropriate for existing facility. Special consideration will be
given to selecting fruiting techniques, spore measurements, mushroom quality,
evaluating changes in growing different strains and sanitation. Upon client’s
approval to provide necessarily instructing and training of staff.
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Upon revision of contracts with current raw material suppliers and compost
suppliers prepare a written recommendation regarding cost effective
possibilities of contracting new suppliers and specific terms and conditions
that should be included in new contracts and agreements.
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Review of the harvesting method, packaging and storing of the product.
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Prepare a written recommendation for improvement of harvesting, packaging
and storing of the product.
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After revising current contracts with product distributors prepare a
written recommendation regarding marketing strategies, new distributor’s
networks and logistic solutions.
2. For clients’ future cultivation facilities:
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Review client’s project program, plans, drawings and other materials.
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Prepare a written recommendation for a modern growing system. Special
consideration will be given to possibilities of shortening production cycle,
optimizing shelving systems, and humidification and temperature control
systems, modern sanitation techniques.
3. On-Call service:
Give verbal or written recommendations or instructions via
phone, mail or email regarding any client’s questions that are not mentioned
above, but are related to mushroom cultivation process (as an example
–instructions in case of pathogen infection or pest infestation).
Clients
Our former president and director, Ireneusz Antony Nawrot
marketed our product and negotiated with potential customers. We had intended to
develop and maintain a database of potential customers who may want to use our
services. We expected to follow up with these clients periodically and offer
them free presentations and special discounts from time to time. Our methods of
communication would include: phone calls, email and regular mail. We planned to
attend trade shows in our industry to showcase our services with a view to find new customers. We are now
considering whether to remain in this business long term or consider other
options.
- 7 -
Agreement
On September 27, 2010 a Service Agreement was signed with
“Ogrodnictwo Piotr Walkowiak,” a Poland based company.
The agreement with Ogrodnictwo Piotr Walkowiak contains the
following material terms:
2. Term of Agreement/Termination: The term of this Agreement
shall be for 12 months beginning from the Effective Date, unless terminated
earlier as provided herein. CLIENT may terminate this Agreement for any reason
upon 20 days advance written notice to Consultant. Consultant may terminate this
Agreement in the event that CLIENT commits a breach of its material obligations
hereunder, upon 20 days advance written notice and where CLIENT does not cure
the breach.
3. Payment: The CLIENT will pay to Indigo International, Corp.
$75.00 per hour for services rendered to the CLIENT under the Agreement. CLIENT
should be invoiced for consulting fees in an amount not to exceed $2,000 per
month. Invoicing should be on a monthly basis, beginning after Indigo
International, Corp. has completed his first four weeks of service. Under no
circumstances shall Indigo International, Corp. perform work having a value
(based on the agreed upon per hour rate) in excess of the maximum permitted fee.
Payment by CLIENT is due within 30 days from receipt of an approved invoice. The
CLIENT agrees to reimburse Indigo International, Corp. for all actual reasonable
and necessary expenditures, which are directly related to the consulting
services. These expenditures include, but are not limited to, expenses related
to travel (i.e. airfare, hotel, temporary housing, meals, parking, mileage,
etc.), telephone calls and postal expenditure. Expenses incurred by Indigo
International, Corp. will be reimbursed by the CLIENT within 15 days of our
proper written request for reimbursement.
4. Invoices/Reporting: All invoices submitted to CLIENT by
Consultant for payment must include a written, task based report detailing the
services actually and reasonably provided by Consultant to CLIENT along with the
time spent by Consultant performing the same. Consultant shall certify in
writing that each such invoice is complete and accurate. Payment is contingent
on provision of such invoices. Consultant shall provide technical reports in
accordance with the Scope of Work.
The agreement expired during the last quarter of 2011. We
intend to negotiate and renew the Agreement with the Client and to find more
successful contracts and businesses.
1A. RISK FACTORS
Much of the information included in this annual report includes
or is based upon estimates, projections or other "forward looking statements".
Such forward looking statements include any projections or estimates made by us
and our management in connection with our business operations. While these
forward-looking statements, and any assumptions upon which they are based, are
made in good faith and reflect our current judgment regarding the direction of
our business, actual results will almost always vary, sometimes materially, from
any estimates, predictions, projections, assumptions or other future performance
suggested herein.
Such estimates, projections or other "forward looking
statements" involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other "forward looking statements".
- 8 -
Because our auditors have issued a going concern opinion,
there is substantial uncertainty that we will continue operations in which case
you could lose your investment.
Our auditors have issued a going concern opinion. This means
that there is substantial doubt that we can continue as an ongoing business for
the next twelve months. The financial statements do not include any adjustments
that might result from the uncertainty about our ability to continue in
business. As such we may have to cease operations and you could lose your
investment.
If we do not obtain additional financing, our business will
fail.
While on November 30, 2011, we had no cash on hand and prepaid
expenses of $7,338, we have accumulated a deficit of $532,034 in business
development and administrative expenses. Our current cash reserves are not
sufficient to meet our obligations for the next twelve-month period. We
anticipate that the minimum additional capital necessary to fund our planned
operations for the 12-month period will be approximately $500,000 and will be
needed for general administrative expenses, business development, marketing
costs, support materials and costs associated with being a publicly reporting
company. We have generated some revenue from operations to date. In order to
expand our business operations, we anticipate that we will have to raise
additional funding. If we are not able to raise the capital necessary to fund
our business expansion objectives, we may have to delay the implementation of
our business plan.
We raised $200,000 in January and February of 2012 by issuing
two promissory notes, gross amount of $100,000 each with interest calculated at
the rate of sixteen (16%) per cent per annum from the date of advance to the
date of payment. Both promissory notes are unsecured and payable on demand. We do not currently have further arrangements for
financing. Obtaining additional funding will be subject to a number of factors,
including general market conditions, investor acceptance of our business plan
and initial results from our business operations. These factors may impact the
timing, amount, terms or conditions of additional financing available to us.
The most likely source of future funds available to us is
through the sale of additional shares of common stock or debt financing.
There is no assurance that any additional financing will be
available or if available, on terms that will be acceptable to us. Failure to
raise additional financing will cause us to go out of business. If this happens,
you could lose all or part of your investment.
We have a very limited history of operations and there is no
assurance our future operations will result in revenues or profitability. If we
cannot generate sufficient revenues to operate profitably, we may suspend or
cease operations.
We were incorporated on June 2, 2010, and our net loss from
inception to November 30, 2011 is $532,034. We have a very limited history of
operations upon which an evaluation of our future success or failure can be
made.
To date, our business development activities have consisted
solely of providing services pursuant to a consulting agreement with
“Ogrodnictwo Piotr Walkowiak,” a private Polish company. There is no guarantee
that we will be able to expand our business operations. Even if we expand our
operations, at present, we do not know precisely when this will occur.
We cannot guarantee that we will be successful in generating
revenues and profit in the future. Failure to generate revenues and profit will
cause us to suspend or cease operations.
- 9 -
We face strong competition from larger and well established
companies, which could harm our business and ability to operate
profitably.
Our industry is competitive. There are many businesses
specializing in consulting of commercial cultivation of white mushrooms in
Poland and Europe and our services are not unique to their services. Even though
the industry is highly fragmented, it has a number of large and well established
companies, which are profitable and have developed a brand name. Aggressive
marketing tactics implemented by our competitors could impact our limited
financial resources and adversely affect our ability to compete in our
market.
We currently have identified only one potential customer. If
we do not attract new customers, we will not make a profit, which ultimately
will result in a cessation of operations.
We currently have identified only one customer to use our
service, a Poland based commercial mushroom cultivation company “Ogrodnictwo
Piotr Walkowiak”. We have not identified any other customers and we cannot
guarantee we ever will have any other customers. Even if we obtain new
customers, there is no guarantee that we will generate a profit. If we cannot
generate a profit, we will have to suspend or cease operations.
The consulting industry of commercial white mushroom growers
might be affected by general economic decline and this could adversely affect
our operating results and could lead to lower revenues than expected.
The consulting industry of commercial white mushrooms (agaricus
bisporus) growers might be affected by general economic decline. We expect that
this could adversely affect our operating results and could lead to lower
revenues than expected if the economic situation does not change for the
better.
If we are unable to build and maintain our brand image and
corporate reputation, our business may suffer.
We are a new company, having been formed and commenced
operations only in 2010. Our success depends on our ability to build and
maintain the brand image for our services. We cannot be certain that any
additional expenditure on advertising and marketing will have the desired impact
on our services’ brand image and on customer preferences. Our relationships with
all of our customers will be new and may be terminated at any time. We need to
maintain and expand our relationships with potential users of our services and
effectively manage these relationships. If we fail to successfully manage our
relationships with our customers, to build and maintain our brand image and
corporate reputation our business may suffer.
Price competition could negatively affect our gross
margins.
Price competition could negatively affect our operating
results. To respond to competitive pricing pressures, we will have to offer our
services at lower prices in order to retain or gain market share and customers.
If our competitors offer discounts on certain services in the future, we will
need to lower prices to match the competition, which could adversely affect our
gross margins and operating results.
Because our sole officer has other business interests, he
may not be able or willing to devote a sufficient amount of time to our business
operations, causing our business to fail.
Ireneusz Nawrot resigned as an officer and stepped down from
the board. Our current director and officer Odelio Arouca will be devoting
limited time to our operations. Mr. Arouca intends to devote approximately 50%
(20 hours a week) of his business time to our affairs. Because our sole officer
and director will be devoting limited time to our operations, our operations may
be sporadic. As a result, our operations may be periodically interrupted or suspended which
could result in a lack of revenues and a possible cessation of operations.
- 10 -
Because our sole director and officer owns 66.52% of our
issued and outstanding common stock, he could make and control corporate
decisions that may be disadvantageous to minority shareholders.
Our sole director and officer, Mr. Arouca, owns approximately
66.52% of issued and outstanding shares of our common stock. Accordingly, he
will be able to determine the outcome of all corporate transactions or other
matters that require shareholder approval, including but not limited to, the
election of directors, mergers, consolidations, and the sale of all or
substantially all of our assets. He will also have the power to prevent or cause
a change in control. The interests of our sole officer and director may differ
from the interests of the other stockholders and thus result in corporate
decisions that are disadvantageous to other shareholders.
Because the company’s headquarters are located outside the
United States, U.S. investors may experience difficulties in attempting to
affect service of process and to enforce judgment based upon U.S. federal
securities laws against the company and its non U.S. resident officer and
director.
While we are organized under the laws of State of Nevada, our
sole officer and director is a non-U.S. resident and our headquarters are
located outside the United States. Consequently, it may be difficult for
investors to affect service of process in the United States and to enforce in
the United States judgments obtained in United States courts based on the civil
liability provisions of the United States securities laws. Since all our assets
will be located in Poland or Brazil it may be difficult or impossible for U.S.
investors to collect a judgment against us. As well, any judgment obtained in
the United States against us may not be enforceable in the United States.
We do not expect to pay dividends in the foreseeable
future.
We have never paid any dividends on our common stock. We do not
expect to pay cash dividends on our common stock at any time in the foreseeable
future. The future payment of dividends directly depends upon our future
earnings, capital requirements, financial requirements and other factors that
our board of directors will consider. Since we do not anticipate paying cash
dividends on our common stock, a return on your investment, if any, will depend
solely on an increase, if any, in the market value of our common stock.
Any additional funding we arrange through the sale of our
common stock will result in dilution to existing shareholders.
We must raise additional capital in order for our business plan
to succeed. Our most likely source of additional capital will be through the
sale of additional shares of common stock. Such stock issuances will cause
stockholders' interests in our company to be diluted. Such dilution will
negatively affect the value of investors’ shares.
There is a limited trading market for our securities, and
shareholders may be unable to sell their shares.
There is currently a limited market for our common stock on the
Over-The-Counter Bulletin Board. It may be difficult for shareholders to sell
their stock. In such a case, shareholders may find that they are unable to
achieve benefits from their investment.
- 11 -
Our shares of common stock are subject to the “penny stock”
rules of the securities and exchange commission and the trading market in our
securities will be limited, which will make transactions in our stock cumbersome
and may reduce the value of an investment in our stock.
The SEC has adopted rules that regulate broker-dealer practices
in connection with transactions in "penny stocks.” Penny stocks generally are
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). 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 prepared by the SEC, which specifies information about penny stocks and
the nature and significance of risks of the penny stock market. A broker-dealer
must also provide the customer with bid and offer quotations for the penny
stock, the compensation of the broker-dealer, and sales person in the
transaction, and monthly account statements indicating 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 agreement to the transaction. These disclosure requirements
may have the effect of reducing the trading activity in the secondary market for
stock that becomes subject to those penny stock rules. If a trading market for
our common stock develops, our common stock will probably become subject to the
penny stock rules, and shareholders may have difficulty in selling their
shares.
The trading price of our stock may fluctuate significantly
and stockholders may have difficulty reselling their shares.
There is a volatility associated with Bulletin Board securities
in general and the value of your investment could decline due to the impact of
any of the following factors upon the market price of our common stock: (i)
disappointing results from our development efforts; (ii) failure to meet our
revenue or profit goals or operating budget; (iii) decline in demand for our
common stock; (iv) downward revisions in securities analysts' estimates or
changes in general market conditions; (v) technological innovations by
competitors or in competing technologies; (vi) lack of funding generated for
operations; (vii) investor perception of our industry or our prospects; and
(viii) general economic trends.
In addition, stock markets have experienced price and volume
fluctuations and the market prices of securities have been highly volatile.
These fluctuations are often unrelated to operating performance and may
adversely affect the market price of our common stock. As a result, investors
may be unable to sell their shares at a fair price and you may lose all or part
of your investment.
Because we can issue additional shares of common stock,
purchasers of our common stock may incur immediate dilution and may experience
further dilution.
We are authorized to issue up to 75,000,000 shares of common
stock, of which 4,510,000 shares are issued and outstanding. Our board of
directors has the authority to cause us to issue additional shares of common
stock, and to determine the rights, preferences and privileges of such shares,
without consent of any of our stockholders. Consequently, the stockholders may
experience more dilution in their ownership of our stock in the future.
A decline in the price of our common stock could affect our
ability to raise further working capital, it may adversely impact our ability to
continue operations and we may go out of business.
- 12 -
A prolonged decline in the price of our common stock could
result in a reduction in the liquidity of our common stock and a reduction in
our ability to raise capital. Because we may attempt to acquire a significant portion of the funds we need in order to conduct
our planned operations through the sale of equity securities, a decline in the
price of our common stock could be detrimental to our liquidity and our
operations because the decline may cause investors to not choose to invest in
our stock. If we are unable to raise the funds we require for all our planned
operations, we may be forced to reallocate funds from other planned uses and may
suffer a significant negative effect on our business plan and operations,
including our ability to develop new products and continue our current
operations. As a result, our business may suffer, and not be successful and we
may go out of business. We also might not be able to meet our financial
obligations if we cannot raise enough funds through the sale of our common stock
and we may be forced to go out of business.
FINRA sales practice requirements may also limit a
stockholder’s ability to buy and sell our stock.
In addition to the “penny stock” rules promulgated by the
Securities and Exchange Commission, the Financial Industry Regulatory Authority
(FINRA) has adopted rules that require that in recommending an investment to a
customer, a broker-dealer must have reasonable grounds for believing that the
investment is suitable for that customer. Prior to recommending speculative low
priced securities to their non-institutional customers, broker-dealers must make
reasonable efforts to obtain information about the customer’s financial status,
tax status, investment objectives and other information. Under interpretations
of these rules, the FINRA believes that there is a high probability that
speculative low priced securities will not be suitable for at least some
customers. FINRA requirements make it more difficult for broker-dealers to
recommend that their customers buy our common stock, which may limit your
ability to buy and sell our stock.
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Item 2.
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Description of Property.
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Our administrative office is located at Av. Nova Funchal 418 -
35th Floor, Vila Olímpia, São Paulo, Brazil, 04551-060
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Item 3.
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Legal Proceedings.
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We know of no material, active or pending legal proceedings
against us, nor are we involved as a plaintiff in any material proceedings or
pending litigation. There are no proceedings in which our director, officer or
affiliates, or any registered beneficial shareholder are an adverse party or has
a material interest adverse to us.
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Item 4.
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Submissions of Matters to a Vote of Security
Holders.
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There were no matters submitted to a vote of our security
holders either through solicitation of proxies or otherwise in the fourth
quarter of the fiscal year ended November 30, 2011.
PART II
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Item 5.
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Market for Common Equity and Related
Stockholder Matters.
|
We have been assigned the trading symbol of “IDGR”. The shares
of common stock currently have a quote published in the OTC Bulletin Board
System.
As of March 14, 2012 there were 34 shareholders and 4,510,000
shares outstanding.
There are no outstanding options or warrants to purchase, or
securities convertible into, our common shares.
- 13 -
We issued 3,000,000 shares of our common stock to Mr. Nawrot
(our former President, Chief Executive Officer, Treasurer and director) on June
25, 2010. He acquired these 3,000,000 shares at a price of $0.001 per share for
total proceeds to us of $3,000. These shares were issued pursuant to Regulation
S promulgated pursuant to the Securities Act of 1933. The shares were issued
with a Rule 144 restrictive legend. On October 25, 2011, these shares were sold
to Odelio Arouca for $30,000.
On September 10, 2010 we completed an offering of 960,000
shares of our common stock to 12 offshore investors. The total amount received
from this offering was $9,600. We completed this offering pursuant to Regulation
S of the Securities Act.
On November 18, 2010 we completed an offering of 550,000 shares
of our common stock to six offshore investors. The total amount received from
this offering was $11,000. We completed this offering pursuant to Regulation S
of the Securities Act.
We have not declared any dividends since incorporation and do
not anticipate that we will do so in the foreseeable future. Although there are
no restrictions that limit the ability to pay dividends on our common shares,
our intention is to retain future earnings for use in our operations and the
expansion of our business.
Our authorized capital stock consists of 75,000,000 shares of
common stock, par value $0.001 per share. Our shareholders (i) have equal
rateable rights to dividends from funds legally available therefore, when, as
and if declared by the board of directors; (ii) are entitled to share rateably
in all of the assets for distribution to holders of common stock upon
liquidation, dissolution or winding up of our business affairs; (iii) do not
have pre-emptive, 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 and
non-assessable.
There are no provisions in our articles of incorporation or
bylaws that would delay, defer or prevent a change in control of our company or
a change in type of business.
See a copy of the Articles of Incorporation and Bylaws of our
company attached as exhibits to our Form S-1 filed on December 27, 2010.
Non-Cumulative Voting
The common stockholders of our company do not have cumulative
voting rights, which means that the stockholders which hold 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. In such event, the holders of
the remaining shares will not be able to elect any of our company's
directors.
Recent Sales of Unregistered Securities
On September 10, 2010 the Company received $9,600 from
subscriptions for 960,000 common shares at $0.01 per share. The shares were sold
to non-U.S. persons pursuant to the provisions of Regulation S of the Securities
Act of 1933.
On September 10, 2010 the Company received $11,000 from
subscriptions for 550,000 common shares at $0.02 per share. The shares were sold
to non-U.S. persons pursuant to the provisions of Regulation S of the Securities
Act of 1933.
- 14 -
Equity Compensation Plan Information
We currently do not have any stock option or equity plans.
Transfer Agent
The registrar and stock transfer agent of the company is Island
Stock Transfer, located at 15500 Roosevelt Blvd Suite 301 Clearwater, FL
33760
|
Item 6.
|
Selected Financial Data.
|
Not required for smaller reporting companies.
|
Item 7.
|
Management's Discussion and Analysis and
Plan of Operation.
|
Overview
You should read the following discussion of our financial
condition and results of operations together with the consolidated audited
financial statements and the notes to consolidated audited financial statements
included elsewhere in this filing prepared in accordance with accounting
principles generally accepted in the United States. This discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those anticipated in these
forward-looking statements.
Plan of Operations
Cash Requirements
We estimate that we will require working capital of
approximately $500,000 over the twelve months ending November 30, 2012.
We have had limited operations, and have generated revenue of
$22,000 to date. We are a development stage company.
Over the next twelve months we intend to raise funds through
sales of our common stock in private placements to qualified investors or we may
consider alternative methods of funding such as debt financing. These funds will
be used to expand our current operation and possibily acquire more profitable
businesses. We have no agreements in place to do this at this time. If we fail
to raise sufficient funds, we may modify our operations plan accordingly. Even
if we do raise funds for operations, there is no assurance that we will be able
to maintain operations at a level sufficient for an investor to obtain a return
on his investment in our common stock. Further, we may continue to be
unprofitable. In such event that we do not raise sufficient additional funds by
secondary offering or private placement, we will consider alternative financing
options, if any, or be forced to scale down or perhaps even cease our
operations.
Financial Condition, Liquidity and Capital Resources
Our principal capital resources have been acquired through the
issuance of common stock.
At November 30, 2011, we had a working capital deficit of
$508,434 compared to a working capital of $22,980 at November 30, 2010.
- 15 -
At November 30, 2011, our total assets of $7,338 consisting of
prepaid expenses of $7,338. This compares with our assets at November 30, 2010
of $23,254 consisting of cash of $23,254.
At November 30, 2011, our total liabilities were $515,772
consisting of accounts payable of $505,148, 10,349 due to Mr. Odelio Arouca and
$275 due to Mr. Ireneusz Antoni Nawrot, compared to our liabilities of $274 at
November 30, 2010 consisting of due to Mr. Ireneusz Antoni Nawrot of $274.
We issued 3,000,000 shares of our common stock to Mr. Nawrot on
June 25, 2010. He acquired these 3,000,000 shares at a price of $0.001 per share
for total proceeds to us of $3,000. On October 25, 2011, these shares were sold
to Odelio Arouca for $30,000.
On September 10, 2010 we issued 960,000 shares of our common
stock for total proceeds of $9,600.
On November 18, 2010 we issued 550,000 shares of our common
stock for gross proceeds of $11,000.
During the period from inception on June 2, 2010 to November
30, 2010 we borrowed $274 from Mr. Ireneusz Antoni Nawrot.
On each of January 20, 2012 and February 16, 2012 the Company
issued promissory notes at the gross amount of $100,000 each with interest
calculated at the rate of sixteen (16%) per cent per annum from the date of
advance to the date of payment. Both promissory notes are unsecured and payable
on demand.
The audited financial statements have been prepared assuming
that the Company will continue as a going-concern. The Company has incurred
losses had limited revenues and limited capital since inception, which together
raise substantial doubt about its ability to continue as a going-concern.
Management plans in regard to these matters are described in Note 1. The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.
Results of Operations.
We posted losses of $531,414 for the year ended November 30,
2011, losses of $620 for the period from inception on June 2, 2010 to November
30, 2010, and losses of $532,034 since inception to November 30, 2011.
Revenue for the year ended November 30, 2011 were $22,000
compared to $nil during the period from inception on June 2, 2010 to November
30, 2010. The increase was due to the service agreement we signed on September
27, 2010 with Ogrodnictwo Piotr Walkowiak, while all services were provided in
the year ended November 30, 2011.
Operating expenses for the year ended November 30, 2011 were
$553,414 compared to $620 during the period from inception on June 2, 2010 to
November 30, 2010. During the period from inception to December 30, 2010, we had
limited activities and only incurred administrative expense of $620. During the
year ended November 30, 2011 we incurred consulting fees of $469,503 in relation
to search of new profitable business, general and administrative expenses of
$42,796, legal, accounting and audit and auditor’s review fees of $18,518,
management fees of $20,472 and bad debt expense of $2,125.
Investing Activities
Net cash used in investing activities was $Nil for our year
ended November 30, 2011 compared to net cash used in investing activities of
$Nil during the period from inception on June 2, 2010 to November 30, 2010.
- 16 -
Financing Activities
Net cash from financing activities was $nil for our year ended
November 30, 2011 compared to $23,874 during the period from inception on June
2, 2010 to November 30, 2010.
We issued 3,000,000 shares of our common stock to Mr. Nawrot on
June 25, 2010. He acquired these 3,000,000 shares at a price of $0.001 per share
for total proceeds to us of $3,000. On October 25, 2011, these shares were sold
to Odelio Arouca for $30,000.
On September 10, 2010 we issued 960,000 shares of our common
stock for total proceeds of $9,600.
On November 18, 2010 we issued 550,000 shares of our common
stock for gross proceeds of $11,000.
During the period from inception on June 2, 2010 to November
30, 2010 we borrowed $274 from Mr. Ireneusz Antoni Nawrot.
On each of January 20, 2012 and February 16, 2012 the Company
issued promissory notes at the gross amount of $100,000 each with interest
calculated at the rate of sixteen (16%) per cent per annum from the date of
advance to the date of payment. Both promissory notes are unsecured and payable
on demand.
Product Research and Development
We have not incurred any other research or development
expenditures since our incorporation.
Purchase of Significant Equipment
We do not intend to purchase any significant equipment over the
twelve months ending November 30, 2012.
Employees
Currently there are no full time or part-time employees of our
company. We may engage consultants to assist with management of our company and
to assist with our operations. If business is successful and we experience rapid
growth, our current officers and directors may be required to hire new personnel
to improve, implement and administer our operational, management, financial and
accounting systems.
Going Concern
Due to our being a development stage company and not generated
sufficient revenues, in their report on the audited financial statements for the
year ended November 30, 2011, our auditors included an explanatory paragraph
regarding concerns about our ability to continue as a going concern. Our
financial statements contain additional note disclosures describing the
circumstances that lead to this disclosure.
The continuation of our business is dependent upon us raising
additional financial support. The issuance of additional equity securities by us
could result in a significant dilution in the equity interests of our current
stockholders. Further obtaining loans, assuming those loans would be available,
will increase our liabilities and future cash commitments.
APPLICATION OF CRITICAL ACCOUNTING POLICIES
Our financial statements and accompanying notes are prepared in
accordance with generally accepted accounting principles in the United States.
Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of
assets, liabilities, revenue, and expenses. These estimates and assumptions are
affected by management's application of accounting policies.
- 17 -
The discussion and analysis of our financial condition and
results of operations are based upon our financial statements, which have been
prepared in accordance with the accounting principles generally accepted in the
United States of America. Preparing financial statements requires management to
make estimates and assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by management’s application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.
Use of Estimates
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 the financial
statements and the reported amount of revenues and expenses during the reporting
period. Actual results could differ from those estimates.
Revenue Recognition
The Company recognizes revenue when there is a persuasive
evidence of an arrangement, the amount of fees to be paid by the customer is
fixed or determinable, products are fully delivered or services have been
provided and collection is reasonably assured.
Recently Enacted Accounting Standards
The Company has evaluated the recent accounting pronouncements
and believes that none of them will have a material effect on the company’s
financial statements.
- 18 -
|
Item 8.
|
Financial Statements.
|
Our financial statements are stated in United States dollars
(US$) and are prepared in accordance with United States Generally Accepted
Accounting Principles.
The following financial statements are filed as part of this
annual report:
Report of Independent Registered Public
Accounting Firm
Balance Sheets as at November 30, 2011
and 2010
Statements of Operations for the year
ended November 30, 2011, from inception (June 2, 2010) to November 30, 2010 and
for the period from inception (June 2, 2010) to November 30, 2011
Statements of Stockholders' Equity
(Deficit) for the period from inception (June 2, 2010) to November 30, 2011
Statements of Cash Flows for the year
ended November 30, 2011, from inception (June 2, 2010) to November 30, 2010 and
for the period from inception (June 2, 2010) to November 30, 2011
Notes to the Financial Statements
- 19 -
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM
To the Board of Directors and Stockholders
Indigo
International, Corp.
We have audited the accompanying balance sheets of Indigo
International, Corp. (A Development Stage Company) as of November 30, 2011 and
2010 and the related statements of operations, stockholders’ equity (deficit),
and cash flows for the years then ended and from inception (June 2, 2010) to
November 30, 2011. 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 audits.
We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards
require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The company
is not required to have, nor were we engaged to perform an audit of its internal
control over financial reporting. Our audit included consideration of internal
control over financial reporting as a basis for designing audit procedures that
are appropriate in the circumstances, but not for the purpose of expressing an
opinion on the effectiveness of the company’s internal control over the
financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, as well as evaluating the
overall financial statement presentation. We believe that our audits provide 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
International, Corp. (A Development Stage Company) as of November 31, 2011 and
2010 and the results of its operation and its cash flow for the years then ended
and from inception (June 2, 2010) to November 30, 2011, in conformity with
accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared
assuming the Company will continue as a going concern. As discussed in Note 1 to
the financial statements, the Company has suffered recurring losses from
operations, which raise substantial doubt about its ability to continue as a
going concern. Management’s plans in regard to these matters are also described
in Note 1. The financial statements do not include any adjustments that might
result from the outcome of this uncertainty.
De Joya Griffith & Company, LLC
/s/ De Joya Griffith & Company, LLC
Henderson, Nevada
March 12, 2012
- 20 -
INDIGO INTERNATIONAL, CORP.
(A DEVELOPMENT
STAGE COMPANY)
BALANCE SHEETS
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
Cash
|
$
|
-
|
|
$
|
23,254
|
|
|
Prepaid expenses
|
|
7,338
|
|
|
-
|
|
|
Total current assets
|
|
7,338
|
|
|
23,254
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
$
|
7,338
|
|
$
|
23,254
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS'
EQUITY (DEFICIT)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
Accounts payable
|
$
|
505,148
|
|
$
|
-
|
|
|
Accounts payable
– related party
|
|
10,349
|
|
|
-
|
|
|
Advance from related party
|
|
275
|
|
|
274
|
|
|
Total current
liabilities
|
|
515,772
|
|
|
274
|
|
|
Total liabilities
|
|
515,772
|
|
|
274
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
Common stock, $0.001
par value, 75,000,000 shares authorized;
4,510,000 shares issued and outstanding
|
|
4,510
|
|
|
4,510
|
|
|
Additional
paid-in-capital
|
|
19,090
|
|
|
19,090
|
|
|
Deficit accumulated during the
development stage
|
|
(532,034
|
)
|
|
(620
|
)
|
|
Total stockholders’ equity (deficit)
|
|
(508,434
|
)
|
|
22,980
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders’
equity (deficit)
|
$
|
7,338
|
|
$
|
23,254
|
|
The accompanying notes are an integral part of these
financial statements.
- 21 -
INDIGO INTERNATIONAL, CORP.
(A DEVELOPMENT
STAGE COMPANY)
INCOME STATEMENTS
|
|
|
|
|
|
From Inception
|
|
|
From Inception
|
|
|
|
|
|
|
|
(June 2, 2010)
|
|
|
(June 2, 2010)
|
|
|
|
|
Year ended
|
|
|
to
|
|
|
to
|
|
|
|
|
November 30,
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues
|
$
|
22,000
|
|
$
|
-
|
|
$
|
22,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expenses
|
|
|
|
|
|
|
|
|
|
|
Consulting fees
|
|
469,503
|
|
|
-
|
|
|
469,503
|
|
|
General and administrative
|
|
42,796
|
|
|
620
|
|
|
43,416
|
|
|
Professional fees
|
|
18,518
|
|
|
-
|
|
|
18,518
|
|
|
Management fees-related party
|
|
20,472
|
|
|
-
|
|
|
20,472
|
|
|
Bad debt expense
|
|
2,125
|
|
|
-
|
|
|
2,125
|
|
|
|
|
553,414
|
|
|
620
|
|
|
554,034
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(531,414
|
)
|
$
|
(620
|
)
|
$
|
(532,034
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share – basic
|
$
|
(0.12
|
)
|
$
|
(0.00
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common
shares outstanding-basic
|
|
4,510,000
|
|
|
3,381,154
|
|
|
|
|
The accompanying notes are an integral part of these
financial statements.
- 22 -
INDIGO INTERNATIONAL, CORP.
(A DEVELOPMENT
STAGE COMPANY)
STATEMENT OF STOCKHOLDERS’ EQUITY
From Inception (June 2, 2010) to November 30, 2011
|
|
|
|
|
|
|
|
|
|
|
|
Deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
accumulated
|
|
|
|
|
|
|
|
Number of
|
|
|
|
|
|
Additional
|
|
|
During
|
|
|
|
|
|
|
|
Common
|
|
|
|
|
|
Paid-in-
|
|
|
development
|
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Capital
|
|
|
stage
|
|
|
Total
|
|
|
Balance at inception June 25 , 2010
|
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
Common shares issued for cash at $0.001
September 10,
2010
|
|
3,000,000
|
|
|
3,000
|
|
|
-
|
|
|
-
|
|
|
3,000
|
|
Common shares issued for cash at $0.01
November 18, 2010
|
|
960,000
|
|
|
960
|
|
|
8,640
|
|
|
-
|
|
|
9,600
|
|
|
Common shares issued for cash at $0.02
|
|
550,000
|
|
|
550
|
|
|
10,450
|
|
|
|
|
|
11,000
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
(620
|
)
|
|
(620
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance as of November 30, 2010
|
|
4,510,000
|
|
|
4,510
|
|
|
19,090
|
|
|
(620
|
)
|
|
22,980
|
|
|
Net loss
|
|
-
|
|
|
-
|
|
|
-
|
|
|
(531,414
|
)
|
|
(531,414
|
)
|
|
Balance as of November
30,
2011
|
|
4,510,000
|
|
$
|
4,510
|
|
$
|
19,090
|
|
$
|
(532,034
|
)
|
$
|
(508,434
|
)
|
The accompanying notes are an integral part of these
financial statements.
- 23 -
INDIGO INTERNATIONAL, CORP.
(A DEVELOPMENT
STAGE COMPANY)
STATEMENTS OF CASH FLOWS
|
|
|
|
|
|
From Inception
|
|
|
From Inception
|
|
|
|
|
|
|
|
(June 2, 2010)
|
|
|
(June 2, 2010)
|
|
|
|
|
Year ended
|
|
|
to
|
|
|
to
|
|
|
|
|
November 30,
|
|
|
November 30,
|
|
|
November 30,
|
|
|
|
|
2011
|
|
|
2010
|
|
|
2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating Activities
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
$
|
(531,414
|
)
|
$
|
(620
|
)
|
$
|
(532,034
|
)
|
|
Adjustments to reconcile net loss to net cash used in
operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net change in:
|
|
|
|
|
|
|
|
|
|
|
Prepaid expenses
|
|
(7,338
|
)
|
|
-
|
|
|
(7,338
|
)
|
|
Accounts payable
|
|
505,149
|
|
|
-
|
|
|
505,149
|
|
|
Accounts payable – related party
|
|
10,349
|
|
|
-
|
|
|
10,349
|
|
|
Net cash used in operating
activities
|
|
(23,254
|
)
|
|
(620
|
)
|
|
(23,874
|
)
|
|
Financing Activities
|
|
|
|
|
|
|
|
|
|
|
Loans from related parties - Directors and
stockholders
|
|
-
|
|
|
274
|
|
|
274
|
|
|
Sale of common stock
|
|
-
|
|
|
23,600
|
|
|
23,600
|
|
|
Net cash provided by financing
activities
|
|
-
|
|
|
23,874
|
|
|
23,874
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and equivalents
|
|
(23,254
|
)
|
|
23,254
|
|
|
-
|
|
|
Cash and equivalents at beginning of the period
|
|
23,254
|
|
|
-
|
|
|
-
|
|
|
Cash and equivalents at end of the period
|
$
|
-
|
|
$
|
23,254
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Cash paid for:
|
|
|
|
|
|
|
|
|
|
|
Interest
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
Taxes
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
|
Non-cash Activities
|
$
|
-
|
|
$
|
-
|
|
$
|
-
|
|
The accompanying notes are an integral part of these
financial statements.
- 24 -
INDIGO INTERNATIONAL, CORP.
(A DEVELOPMENT STAGE
COMPANY)
NOTES TO FINANCIAL STATEMENTS
November 30, 2011
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization and Description of Business
Indigo International, Corp. (“the Company”) was incorporated
under the laws of the State of Nevada, U.S. on June 2, 2010. The Company is in
the development stage as defined under Statement on Financial Accounting
Standards Accounting Standards Codification FASB ASC 915-205 "Development-Stage
Entities.” Since inception (June 2, 2010) through November 30, 2011 the Company has generated
$22,000 in revenue and has accumulated losses of $532,034. The Company operates
a consulting business in commercial cultivation of white mushrooms (agaricus
bisporus), including but not limited to consulting in process engineering,
improvement of production methods, fruiting techniques, spore measurements,
mushroom quality, packaging, changes in growing on different strains or
developing more adequate harvesting methods, quality of raw materials, recipe,
homogeneity, logistics, the process of composting and hygiene and instructing
and training of staff in Poland.
Going Concern
The financial statements have been prepared on a going concern
basis which assumes the Company will be able to realize its assets and discharge
its liabilities in the normal course of business for the foreseeable future. The
Company has incurred losses since inception resulting in an accumulated deficit
of $532,034 as of November 30, 2011 and further losses are anticipated in the
development of its business raising substantial doubt about the Company’s
ability to continue as a going concern. The ability to continue as a going
concern is dependent upon the Company generating profitable operations in the
future and/or to obtain the necessary financing to meet its obligations and
repay its liabilities arising from normal business operations when they come
due. Management intends to finance operating costs over the next twelve months
with loans and/or private placement of common stock. These financial statements
do not include any adjustments relating to the recoverability and classification
of recorded asset amounts, or amounts and classification of liabilities that
might result from this uncertainty.
Cash and Cash Equivalents
For purposes of the Statement of Cash Flows, the Company
considers all highly liquid instruments purchased with a maturity of three
months or less to be cash equivalents to the extent the funds are not being held
for investment purposes.
Basic Income (Loss) Per Share
The Company computes loss per share in accordance with
“ASC-260,” “Earnings per Share” which requires presentation of both basic and
diluted earnings per share on the face of the statement of operations. Basic
loss per share is computed by dividing net loss available to common shareholders
by the weighted average number of outstanding common shares during the period.
Diluted loss per share gives effect to all dilutive potential common shares
outstanding during the period. Dilutive loss per share excludes all potential
common shares if their effect is anti-dilutive.
Dividends
The Company has not adopted any policy
regarding payment of dividends. No dividends have been paid during the period
shown.
- 25 -
Income Taxes
The Company follows the liability
method of accounting for income taxes. Under this method, deferred income tax
assets and liabilities are recognized for the estimated tax consequences
attributable to differences between the financial statement carrying values and
their respective income tax basis (temporary differences). The effect on
deferred income tax assets and liabilities of a change in tax rates is
recognized in income in the period that includes the enactment date.
Advertising Costs
The Company’s policy regarding
advertising is to expense advertising when incurred. The Company incurred
advertising expense of $0 from Inception (June 2, 2010) to November 30, 2011.
Accounting Basis
The Company uses the accrual basis
of accounting and accounting principles generally accepted in the United States
of America (“GAAP” accounting).
Impairment of Long-Lived Assets
The Company
continually monitors events and changes in circumstances that could indicate
carrying amounts of long-lived assets may not be recoverable. When such events
or changes in circumstances are present, the Company assesses the recoverability
of long-lived assets by determining whether the carrying value of such assets
will be recovered through undiscounted expected future cash flows. If the total
of the future cash flows is less than the carrying amount of those assets, the
Company recognizes an impairment loss based on the excess of the carrying amount
over the fair value of the assets. Assets to be disposed of are reported at the
lower of the carrying amount or the fair value less costs to sell.
Use of Estimates
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 amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Stock-Based Compensation
As of November 30, 2011 the
Company has not issued any stock-based payments to its employees. Stock-based
compensation is accounted for at fair value in accordance with ASC 718. To date,
the Company has not adopted a stock option plan and has not granted any stock
options.
Revenue Recognition
The Company recognizes revenue when there is a persuasive evidence of an arrangement, the amount of fees to be paid by the customer is fixed or determinable, products are fully delivered or services have been provided and collection is reasonably assured.
Accounts Receivable
Accounts receivables are carried at original invoice amounts less allowances made for doubtful receivables based on a review of year-end or period end accounts receivables. An allowance for doubtful accounts receivables is made and related bad debt expense is recorded when there is evidence that the Company will not be able to collect the amounts due according to original payment terms.
Fair value of financial instruments
The estimated
fair values of financial instruments were determined by management using
available market information and appropriate valuation methodologies. The
carrying amounts of financial instruments including cash approximate their fair
value because of their short maturities.
Recent pronouncements
The Company has evaluated the recent accounting pronouncements and believes that none of them will have a material effect on the Company’s financial statements.
- 26 -
NOTE 2 – COMMON STOCK
The Company has 75,000,000 common shares authorized with a par
value of $ 0.001 per share. On June 25, 2010, the Company issued 3,000,000
shares of its common stock at $0.001 per share for total proceeds of $3,000. On
September 10, 2010, the Company issued 960,000 shares of its common stock at
$0.01 per share for total proceeds of $9,600. On November 18, 2010, the Company
issued 550,000 shares of its common stock at $0.02 per share for total proceeds
of $11,000.
During the period from inception on June 2, 2010 to November
30, 2011, the Company sold a total of 4,510,000 shares of common stock for total
cash proceeds of $23,600.
NOTE 3 – RELATED PARTY TRANSATIONS AND BALANCES
A former director of the Company loaned $274 to the Company on June 2, 2010. The amount was outstanding at November 30, 2011.
During the year ended November 30, 2011, the Company incurred management fees of $20,472 to the sole director and officer of the Company. All the management fees accrued as at November 30, 2011 was paid and the outstanding balance of $10,349 was owed to the director and officer for expense reimbursement.
The amounts due to related parties are due on demand, non-interest bearing and unsecured.
NOTE 4 – REVENUE
The Company realized $22,000 as revenue during the year ended November 30, 2011 per agreement with Ogrodnictwo Piotr Walkowiak dated September 27, 2010 for cultivation of mushrooms. The agreement expired during October, 2011.
NOTE 5 – INCOME TAXES
As of November 30, 2011, the Company had net operating loss carry forwards of $532,034 that may be available to reduce future years’ taxable income through 2030. Future tax benefits which may arise as a result of these losses have not been recognized in these financial statements, as their realization is determined not likely to occur and accordingly, the Company has recorded a valuation allowance for the deferred tax asset relating to these tax loss carry-forwards.
Components of net deferred tax assets, including a valuation
allowance, are as follows at November 30, 2011 and 2010.
|
|
|
2011
|
|
|
2010
|
|
|
Deferred tax assets:
|
|
|
|
|
|
|
|
Net operating loss carry forward
|
$
|
532,034
|
|
$
|
620
|
|
|
Total deferred tax assets
|
|
186,212
|
|
|
217
|
|
|
Less: valuation allowance
|
|
(186,212
|
)
|
|
(217
|
)
|
|
Net deferred tax assets
|
$
|
-
|
|
$
|
-
|
|
The valuation allowance for deferred tax assets as of November 30, 2011 was $186,212. In assessing the recovery of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversals of future deferred tax assets, projected future taxable income, and tax planning strategies in making this assessment. As a result, management determined it was more likely than not the deferred tax assets would not be realized as of November 30, 2011.
- 27 -
Reconciliation between the statutory rate and the effective tax rate is as follows at November 30, 2011 and 2010:
|
|
|
2011
|
|
|
|
2010
|
|
|
|
Federal statutory tax rate
|
|
(35.0
|
)
|
%
|
|
(35.0
|
)
|
%
|
|
Permanent difference and other
|
|
35.0
|
|
%
|
|
35.0
|
|
%
|
|
Effective tax rate
|
|
-
|
|
%
|
|
-
|
|
%
|
NOTE 6 – COMMITMENTS
On October 21, 2011 the Company signed an office lease
agreement at Brazilian Real 4,300 (US$2,325 at exchange rate on November 30,
2011) per month expiring March 31, 2012.
On October 25, 2012, the Company signed a management agreement
with a private company of which the sole director and officer is a partner for
Brazilian Real 18,000 (US$9,793 at exchange rate on November 30, 2011) per
month.
NOTE 7 – SUBSEQUENT EVENTS
On each of January 20, 2012 and February 16, 2012 the Company
issued promissory notes at gross amount of $100,000 each with interest
calculated at the rate of sixteen (16%) per cent per annum from the date of
advance to the date of payment. Both promissory notes are unsecured and payable
on demand.
- 28 -
|
Item 9.
|
Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure
|
There were no disagreements related to accounting principles or
practices, financial statement disclosure, internal controls or auditing scope
or procedure since inception.
|
Item 9A.
|
Controls and
Procedures
|
Disclosure Controls and Procedures
We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in the reports that
we file with the SEC under the Exchange Act is recorded, processed, summarized
and reported within the time periods specified in the SEC’s rules and forms and
that such information is accumulated and communicated to our management,
including our principal executive and financial officers, as appropriate, to
allow for timely decisions regarding required disclosure. As required by SEC
Rule 15d-15(b), we carried out an evaluation, under the supervision and with the
participation of our management, including our Chief Executive Officer and our
Chief Financial Officer, of the effectiveness of the design and operation of our
disclosure controls and procedures as of the end of the period covered by this
report.
As of November 30, 2011, the year end period covered by this
report, we carried out an evaluation, under the supervision and with the
participation of our management of the effectiveness of the design and operation
of our disclosure controls and procedures. Based on the foregoing, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were not effective as of the end of the period covered
by this annual report due to our lack of segregation of duties. Currently we
have Mr. Odelio Arouca as our sole officer and director due to our limited
operation size.
We are taking steps to improve our disclosure controls and
procedures. As of the date of this report, we have been in the process of
identifying and appointing additional qualified persons who will participate in
reviewing, improving and maintaining our disclosure controls and procedures.
There have been no changes in our internal controls over
financial reporting that occurred during the fiscal year ended November 30, 2011
since inception on June 2, 2010 that have materially or are reasonably likely to
materially affect our internal controls over financial reporting.
Management's Report on Internal Control over Financial
Reporting
Internal control over financial reporting refers to the process
designed by, or under the supervision of, our Chief Executive Officer and Chief
Financial Officer, and effected by our board of directors, management and other
personnel, to provide reasonable assurance regarding the reliability of
financial reporting and the preparation of consolidated financial statements for
external purposes in accordance with generally accepted accounting principles,
and includes those policies and procedures that:
|
|
(1)
|
Pertain to the maintenance of records that in reasonable
detail accurately and fairly reflect the transactions and dispositions of
our assets;
|
|
|
(2)
|
Provide reasonable assurance that transactions are
recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our
receipts and expenditures are being made only in accordance with
authorization of our management and directors;
and
|
- 29 -
|
|
(3)
|
Provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisitions, use or disposition of our
assets that could have a material effect on the financial
statements.
|
Internal control over financial reporting cannot provide
absolute assurance of achieving financial reporting objectives because of its
inherent limitations. Internal control over financial reporting is a process
that involves human diligence and compliance and is subject to lapses in
judgment and breakdowns resulting from human failures. Internal control over
financial reporting also can be circumvented by collusion or improper management
override. Because of such limitations, there is a risk that material
misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known
features of the financial reporting process. Therefore, it is possible to design
into the process safeguards to reduce, though not eliminate, this risk.
Management is responsible for establishing and maintaining adequate internal
control over financial reporting for the Company.
Management has used the framework set forth in the report
entitled Internal Control-Integrated Framework published by the Committee of
Sponsoring Organizations of the Treadway Commission, known as COSO, to evaluate
the effectiveness of our internal control over financial reporting. As a result
of this assessment, our Chief Executive Officer and Chief Financial Officer
concluded that, as of November 30, 2011, due to our lack of segregation of
duties our internal control over financial reporting was not effective in
providing reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. However, the impact of inadequate
segregation of duties over our financial reporting is not material due to our
small operation with limited transactions.
This annual report does not include an attestation report of
the company's registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
company's registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the company to provide only
management's report in this annual report.
|
Item 9B.
|
Other Information
|
None.
PART III
|
Item 10.
|
Directors, Executive Officer, Promoters and Control
Persons; Compliance with Section
16(a) of the Exchange Act.
|
DIRECTORS AND EXECUTIVE OFFICER, PROMOTERS AND CONTROL
PERSONS
The following individuals serve as our current directors and
executive officers of our company as of the date of this current report. All
directors of our company hold office until the next annual meeting of our
shareholders or until their successors have been elected and qualified. The
executive officers of our company are appointed by our board of directors and
hold office until their death, resignation or removal from office.
- 30 -
|
|
|
|
Date First Elected
|
|
Name
|
Position Held with our Company
|
Age
|
or
|
|
|
|
|
Appointed
|
|
Ireneusz Antoni Nawrot
1
|
Former Director, President, Secretary and Treasurer)
|
50
|
June 2, 2010
|
|
Odelio Arouca
|
CEO,
CFO, Secretary, Treasurer and Director
|
33
|
October 25, 2011
|
1
Mr. Nawrot resigned as an officer effective
October 25, 2011 and resigned as a director of our company on the November 30,
2011.
Business Experience
The following is a brief account of the education and business
experience during at least the past five years of each director, executive
officer and key employee of our company, indicating the person’s principal
occupation during that period, and the name and principal business of the
organization in which such occupation and employment were carried out.
Ireneusz Antoni Nawrot
Mr. Nawrot obtained a Bachelor’s degree in Agriculture from the
Agricultural University of Poznan (August Cieszkowski Agricultural University of
Poznan), located in Poland, in June 1981. After graduation Mr. Ireneusz Antoni
Nawrot has been working for various agricultural companies in Poland and Europe,
whose businesses were involved in the production, processing, marketing and use
of foods, fibers and byproducts from plant crops. In 1988 Mr. Nawrot opened his
own agricultural company “Gospodarstwo Ogrodniczo Pieczarskie,” specializing in
commercial production of white mushrooms (Agaricus bisporus). Since 1988
“Gospodarstwo Ogrodniczo Pieczarskie” is the only company Mr. Nawrot has worked
for. Mr. Nawrot’s company “Gospodarstwo Orgodniczo Pieczarskie” is involved in
the commercial production of mushrooms only; it is not a consulting company to
the mushroom industry. Even though Mr. Nawrot has not provided consulting
services to mushroom growers, he has over 22 years of experience in the mushroom
growing industry. His experience, qualifications and attributes led to our
appointment of Mr. Ireneusz Antoni Nawrot as a member of our Board of Directors.
Mr. Nawrot resigned as an officer effective October 25, 2011 and resigned as a
director of our company on the November 30, 2011.
Odelio Arouca
Mr. Arouca has over eight years of experience in private
equity. Mr. Arouca worked for Pátria Investimentos, a Brazilian private equity
firm partially owned by the Blackstone Group, where he had an extensive
involvement in monitoring and managing of portfolio companies. Most recently, he
worked as Director of New Business and Secretary of the board of directors at
DASA [DASA3.SA], a successful private equity case and currently the largest
medical diagnostic company in Latin America, with market capitalization of over
U$3.0 billion.
Mr. Arouca has experience with mergers of businesses acquired
by DASA over time. He acted in the company’s IPO and led its follow-on equity
offering of approximately US$300 million. Mr. Arouca structured DASA’s Investor
Relations area, representing the company worldwide. He was also responsible for
structuring the issuing of US$100 million in securities used to finance further
acquisitions. Mr. Arouca holds an MBA from The University of Chicago Booth
School of Business and a Bachelor’s Degree in Business Administration from
Fundação Getulio Vargas São Paulo - Brazil. His experience, qualifications and
attributes led to our conclusion that Mr. Odelio Arouca should serve as a member
of our Board of Directors.
- 31 -
Family Relationships
There are no family relationships between any of our directors
or executive officers.
Significant Employees
We are a development stage company and currently have no
employees, other than our sole officer and director. We intend to hire
additional employees on an as needed basis.
Involvement in Certain Legal Proceedings
Our directors, executive officers and control persons have not
been involved in any of the following events during the past ten years:
|
(1)
|
filed a petition under the federal bankruptcy laws or any
state insolvency law, nor had a receiver, fiscal agent or similar officer
appointed by a court for the business or present of such a person, or any
partnership in which he was a general partner at or within two yeas before
the time of such filing, or any corporation or business association of
which he was an executive officer within two years before the time of such
filing;
|
|
|
|
|
(2)
|
was convicted in a criminal proceeding or named subject
of a pending criminal proceeding (excluding traffic violations and other
minor offenses);
|
|
|
|
|
(3)
|
was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any court of competent
jurisdiction, permanently or temporarily enjoining him from or otherwise
limiting the following activities: (i) acting as a futures commission
merchant, introducing broker, commodity trading advisor, commodity pool
operator, floor broker, leverage transaction merchant, associated person
of any of the foregoing, or as an investment advisor, underwriter, broker
or dealer in securities, or as an affiliated person, director of any
investment company, or engaging in or continuing any conduct or practice
in connection with such activity; (ii) engaging in any type of business
practice; (iii) engaging in any activity in connection with the purchase
or sale of any security or commodity or in connection with any violation
of federal or state securities laws or federal commodity laws;
|
|
|
|
|
(4)
|
was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state
authority barring, suspending or otherwise limiting for more than 60 days
the right of such person to engage in any activity described above under
this Item, or to be associated with persons engaged in any such
activity;
|
|
|
|
|
(5)
|
was found by a court of competent jurisdiction in a civil
action or by the Securities and Exchange Commission to have violated any
federal or state securities law and the judgment in subsequently reversed,
suspended or vacate;
|
|
|
|
|
(6)
|
was found by a court of competent jurisdiction in a civil
action or by the Commodity Futures Trading Commission to have violated any
federal commodities law, and the judgment in such civil action or finding
by the Commodity Futures Trading Commission has not been subsequently
reversed, suspended or vacated;
|
|
|
|
|
(7)
|
was the subject of, or a party to, any Federal or State
judicial or administrative order, judgment, decree, or finding, not
subsequently reversed, suspended or vacated, relating to an alleged
violation of: (i) any Federal or State securities or commodities
law or regulation; or (ii) any law or regulation respecting financial
institutions or insurance companies including, but not limited to, a
temporary or permanent injunction, order of disgorgement or restitution,
civil money penalty or temporary or permanent cease-and-desist order, or
removal or prohibition order; or (iii) Any law or regulation prohibiting
mail or wire fraud or fraud in connection with any business
entity;
|
- 32 -
|
(8)
|
was the subject of, or a party to, any sanction or order,
not subsequently reversed, suspended or vacated, of any self-regulatory
organization (as defined in Section 3(a)(26) of the Exchange Act (15
U.S.C. 78c(a)(26))), any registered entity (as defined in Section 1(a)(29)
of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or any equivalent
exchange, association, entity or organization that has disciplinary
authority over its members or persons associated with a
member.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
None of our directors, executive officers, previous directors
and officers, 5% shareholders, or any members of the immediate families of the
foregoing persons has been indebted to us since the inception of the Company on
June 2, 1010.
None of the previous and current directors and officers of our
company are related by blood or marriage.
Section 16(a) Beneficial Ownership Compliance
Section 16(a) of the Securities Exchange Act requires our
executive officer and directors, and persons who own more than 10% of our common
stock, to file reports regarding ownership of, and transactions in, our
securities with the Securities and Exchange Commission and to provide us with
copies of those filings. Based solely on our review of the copies of such forms
received by us, or written representations from certain reporting persons, we
believe that during fiscal year ended November 30, 2011, all filing requirements
applicable to its officer, directors and greater than ten percent beneficial
owners were complied with.
Code of Ethics
We have not adopted a code of ethics at this time.
Board and Committee Meetings
Our board of directors held no formal meetings during the year
ended November 30, 2011. All proceedings of the board of directors were
conducted by resolutions consented to in writing by all the directors and filed
with the minutes of the proceedings of the directors. Such resolutions consented
to in writing by the directors entitled to vote on that resolution at a meeting
of the directors are, according to the Nevada General Corporate Law and our
Bylaws, as valid and effective as if they had been passed at a meeting of the
directors duly called and held.
Nomination Process
As of November 30, 2011, we did not effect any material changes
to the procedures by which our shareholders may recommend nominees to our board
of directors. Our board of directors does not have a policy with regards to the
consideration of any director candidates recommended by our shareholders. Our
board of directors has determined that it is in the best position to evaluate
our company’s requirements as well as the qualifications of each candidate when
the board considers a nominee for a position on our board of directors. If
shareholders wish to recommend candidates directly to our board, they may do so by sending communications to the president of
our company at the address on the cover of this annual report.
- 33 -
Audit Committee
We do not have an audit committee. Our board of directors
performs the function of an audit committee. Section 10A(i) of the Securities
Exchange Act of 1934, as amended, prohibits our auditors from performing audit
services for us as well as any services not considered to be audit services
unless such services are pre-approved by our audit committee or, in cases where
no such committee exists, by our board of directors (in lieu of an audit
committee) or unless the services meet certain de minimis standards.
|
Item 11.
|
Executive Compensation.
|
The table below summarizes all compensation awarded to, earned
by, or paid to our executive officers by any person for all services rendered in
all capacities to us for the fiscal period from our incorporation on June 2,
2010 to November 30, 2010 (our fiscal year end) and the year ended November 30,
2011.
|
SUMMARY
COMPENSATION TABLE
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
|
|
|
|
|
|
Pension Value
|
|
|
|
|
|
|
|
|
|
|
and
|
|
|
|
|
|
|
|
|
|
|
Nonqualified
|
All
|
|
|
|
|
|
|
|
|
Non-Equity
|
Deferred
|
Other
|
|
|
|
|
|
|
Stock
|
Option
|
Incentive Plan
|
Compensation
|
Compen-
|
|
|
Name and
|
|
Salary
|
Bonus
|
Awards
|
Awards
|
Compensation
|
Earnings
|
sation
|
Total
|
|
Principal Position
|
Year
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
($)
|
|
Ireneusz Antoni
|
|
|
|
|
|
|
|
|
|
|
Nawrot
|
|
|
|
|
|
|
|
|
|
|
former President,
|
2011
|
|
|
|
|
|
|
|
|
|
Treasurer, and
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Secretary
|
|
|
|
|
|
|
|
|
|
|
Director
1
|
|
|
|
|
|
|
|
|
|
|
Odelio Arouca
|
|
|
|
|
|
|
|
|
|
|
CEO, CFO,
|
2011
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
20,472
|
20,472
|
|
Secretary,
|
2010
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
Nil
|
|
Treasurer and
|
|
|
|
|
|
|
|
|
|
|
Director
2
|
|
|
|
|
|
|
|
|
|
1
Mr. Nawrot resigned as an officer effective
October 25, 2011 and will resign as a director of our company on the November
30, 2011.
2
Mr. Arouca joined the company as a director and
officer on October 25, 2011.
On October 25, 2012, the Company signed a management agreement
with a private company of which Mr. Arouca is a partner for Brazilian Real
18,000 (US$9,793 at exchange rate on November 30, 2011) per month. As at
November 30, 2011 Company had incurred 20,472 in management fees to Mr. Odelio
Arouca.
Long-Term Incentive Plans
There are no arrangements or plans in which we provide pension,
retirement or similar benefits for directors or executive officer, except that
our directors and executive officer may receive stock options at the discretion
of our board of directors. We do not have any material bonus or profit sharing
plans pursuant to which cash or non-cash compensation is or may be
paid to our directors or executive officer, except that stock options may be
granted at the discretion of our board of directors.
- 34 -
We have no plans or arrangements in respect of remuneration
received or that may be received by our executive officer to compensate such
officer in the event of termination of employment (as a result of resignation,
retirement, change of control) or a change of responsibilities following a
change of control, where the value of such compensation exceeds $60,000 per
executive officer.
Stock Option Plan
Currently, there are no stock option plans in favour of any
officer, directors, consultants or employees of ours.
Stock Options/SAR Grants
There were no grants of stock options or stock appreciation
rights to any officer, directors, consultants or employees of ours during the
fiscal year ended November 30, 2011.
Aggregated Option Exercises in Last Fiscal Year and Fiscal
Year End Values
There were no stock options outstanding as at November 30,
2011.
Directors Compensation
During the year ended November 30, 2011, we recorded total
management fees of Brazilian Real of R$36,000 and US$20,472 to Mr. Odelio Arouca
who is the sole director and officer, and no separate director fees were
recorded to Mr. Arouca. There was no director fees recorded to Mr. Nawrot.
We have no present formal plan for compensating our directors
for their service in their capacity as directors, although in the future, such
directors are expected to receive compensation and options to purchase shares of
common stock as awarded by our board of directors or (as to future options) a
compensation committee which may be established in the future. Directors are
entitled to reimbursement for reasonable travel and other out-of-pocket expenses
incurred in connection with attendance at meetings of our board of directors.
The board of directors may award special remuneration to any director
undertaking any special services on behalf of our company other than services
ordinarily required of a director. Other than indicated in this annual report,
no director received and/or accrued any compensation for his services as a
director, including committee participation and/or special assignments.
Report on Executive Compensation
Our compensation program for our executive officer is
administered and reviewed by our board of directors. Historically, executive
compensation consists of a combination of base salary and bonuses. Individual
compensation levels are designed to reflect individual responsibilities,
performance and experience, as well as the performance of our company. The
determination of discretionary bonuses is based on various factors, including
implementation of our business plan, acquisition of assets, development of
corporate opportunities and completion of financing.
None of our directors or executive officers or any associate or
affiliate of our company during the last two fiscal years is or has been
indebted to our company by way of guarantee, support agreement, letter of credit
or other similar agreement or understanding currently outstanding.
- 35 -
|
Item 12.
|
Security Ownership of Certain Beneficial
Owners and Management and Related
Stockholder
Matters.
|
The following table sets forth, as at March 14, 2012, certain
information with respect to the beneficial ownership of our common stock by each
shareholder known by us to be the beneficial owner of more than five percent
(5%) of our common stock, and by each of our current directors and executive
officer. Each person has sole voting and investment power with respect to the
shares of common stock, except as otherwise indicated. Beneficial ownership
consists of a direct interest in the shares of common stock, except as otherwise
indicated.
Title of Class
|
Name and address of
beneficial owner
|
Amount of beneficial
ownership
1
|
Percent of
class
|
|
Common Stock
|
Odelio R. Arouca
Regus
Continental Square, Rua Olimpíadas
205 - 4th Floor, Vila Olímpia
São Paulo, Brazil 04551-000
|
3,000,000 Direct
|
66.52%
|
|
|
Officer and Director as a group
|
3,000,000
|
66.52%
|
1
Beneficial ownership percentage is based on
4,510,000 shares of common stock as of March 14, 2011.
Future Changes in Control
We are unaware of any contract or other arrangement, the
operation of which may, at a subsequent date, result in a change in control of
our company.
|
Item 13.
|
Certain Relationships and Related
Transactions.
|
Other than as described under the heading "Executive
Compensation", or as set forth below, there are no material transactions with
any of our directors, officers or control person that have occurred during the
last fiscal year.
On October 25, 2012, the Company signed a management agreement
with a private company of which Mr. Arouca is a partner for Brazilian Real
18,000 (US$9,793 at exchange rate on November 30, 2011) per month.
During the year end November 30, 2011, the Company incurred
management fees of US$20,472 Mr. Arouca.
The amounts due to related parties are due on demand,
non-interest bearing and unsecured.
- 36 -
|
Item 14.
|
Principal Accountant Fees and Services
|
The aggregate fees billed for the most recently completed
fiscal year ended November 30, 2011 and for fiscal year ended November 30, 2010
for professional services rendered by the principal accountant for the audit of
our annual financial statements and review of the financial statements included
in our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:
Audit Fees
The aggregate fees billed by De Joya Griffith & Company for
professional services rendered for the audit of our annual financial statements
and for the auditors’ review of our quarterly financial statements included in
our annual report on Form 10-K and our quarterly reports on Form 10-Q for the
fiscal year ended November 30, 2011 were estimated to be $10,000.
Audit Related Fees
For the fiscal year ended November 30, 2011, the aggregate fees
billed for assurance and related services by De Joya Griffith & Company
relating to the performance of the audit of our financial statements which are
not reported under the caption "Audit Fees" above, was $Nil.
Tax Fees
For the fiscal year ended November 30, 2011, the aggregate fees
billed by De Joya Griffith & Company, for other non-audit professional
services, other than those services listed above, totalled $Nil.
We do not use De Joya Griffith & Company for financial
information system design and implementation. These services, which include
designing or implementing a system that aggregates source data underlying the
financial statements or generates information that is significant to our
financial statements, are provided internally or by other service providers. We
do not engage De Joya Griffith & Company to provide compliance outsourcing
services.
Effective May 6, 2003, the Securities and Exchange Commission
adopted rules that require that before De Joya Griffith & Company is engaged
by us to render any auditing or permitted non-audit related service, the
engagement be:
-
approved by our audit committee (which consists of entire Board of
Directors); or
-
entered into pursuant to pre-approval policies and procedures established
by the audit committee, provided the policies and procedures are detailed as
to the particular service, the audit committee is informed of each service,
and such policies and procedures do not include delegation of the audit
committee's responsibilities to management.
The audit committee pre-approves all services provided by our
independent auditors. The pre-approval process has just been implemented in
response to the new rules, and therefore, the audit committee does not have
records of what percentage of the above fees were pre-approved. However, all of
the above services and fees were reviewed and approved by the audit committee
either before or after the respective services were rendered.
- 37 -
The audit committee has considered the nature and amount of
fees billed by De Joya Griffith & Company and believes that the provision of
services for activities unrelated to the audit is compatible with maintaining De
Joya Griffith & Company’s independence.
Exhibit Number and Exhibit Title
|
Exhibit
No.
|
Document Description
|
|
|
|
|
3.1
|
Articles of Incorporation (incorporated by reference to
our registration statement on Form S-1 filed on December 27, 2010)
|
|
|
|
|
3.2
|
By-Laws (incorporated by reference to our registration
statement on Form S-1 filed on December 27, 2010)
|
|
|
|
|
10.1
|
Service Agreement with Ogrodnictwo Piotr Walkowiak
(incorporated by reference to our registration statement on Form S-1 filed
on December 27, 2010)
|
|
|
|
|
10.2
|
Affiliate Stock Purchase Agreement dated October 25, 2011
between Ireneusz Antoni Nawrot and Odelio Arouca (incorporated by
reference to our Form 8–K filed on October 31, 2011)
|
|
|
|
|
99.1
|
Promissory Note delivered to Bay Capital A. G. dated
January 20, 2012 filed on January 26, 2012
|
|
|
|
|
99.2
|
Promissory Note delivered to Bay Capital A. G. dated
February 16, 2012 filed on February 24, 2012
|
|
|
|
|
3.2
|
By-Laws (incorporated by reference to our registration
statement on Form S-1 filed on December 27, 2010)
|
|
|
|
|
(31)
|
Rule 13a-14(a)/15d-14(a) Certification
|
|
|
|
|
31.1*
|
Section 302 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
|
|
|
|
|
(32)
|
Section 1350 Certification
|
|
|
|
|
32.1*
|
Section 906 Certification under Sarbanes-Oxley Act of 2002 of the Chief Executive Officer and Chief Financial Officer
|
*Attached herewith
- 38 -
SIGNATURES
In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
INDIGO INTERNATIONAL, INC.
/s/
Odelio R. Arouca
Odelio R.
Arouca
CEO, CFO, Secretary, Treasurer and Director
Date: March 14, 2012
In accordance with the Exchange Act, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
Signature
|
Title
|
Date
|
|
|
|
|
|
/s/
Odelio R. Arouca
|
|
|
|
Odelio R. Arouca
|
CEO, CFO, Secretary, Treasurer
|
March 14, 2012
|
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