UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
20549
SCHEDULE 13D
Under the Securities
Exchange Act of 1934
INDIGO INTERNATIONAL
CORP.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class
of Securities)
45569A 105
(CUSIP Number)
copy to:
Bernard Pinsky
c/o Clark Wilson
LLP
800-885 West Georgia Street, Vancouver, BC V6C 3H1
604-687-5600
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 25, 2011
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See 240.13d -7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
| CUSIP No. 45569A 105 |
| 1 | NAMES OF REPORTING PERSONS | ||
| I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) | |||
| Odelio R. Arouca | |||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* | ||
| (a) [ ] | |||
| (b) [ ] | |||
| 3 | SEC USE ONLY | ||
| 4 | SOURCE OF FUNDS (See Instructions) | ||
| PF | |||
| 5 | CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E) | ||
| [ ] | |||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||
| Odelio Aroucais a Brazilian citizen | |||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7 | SOLE VOTING POWER | |
| 3,000,000 | |||
| 8 | SHARED VOTING POWER | ||
| Nil | |||
| 9 | SOLE DISPOSITIVE POWER | ||
| 3,000,000 | |||
| 10 | SHARED DISPOSITIVE POWER | ||
| Nil | |||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||
| 3,000,000 shares of common stock | |||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) | ||
| N/A [ ] | |||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||
| 66.51% based on 4,510,000 of shares of common stock issued and outstanding as of October 31, 2011. | |||
| 14 | TYPE OF REPORTING PERSON (See Instructions) | ||
| IN | |||
Page 3
This Schedule 13D is being filed on behalf of Odelio Arouca (the “Reporting Person”) relating to the shares of common stock, par value $0.001 of Indigo International, Corp., a corporation existing under the laws of the State of Nevada (the “Issuer”).
Item 1. Security and Issuer
This Statement relates to shares of common stock with $0.001 par value of the Issuer. The principal executive offices of the Issuer are located at Regus Continental Square, Rua Olimpíadas, 205 - 4th Floor, Vila Olímpia, São Paulo, Brazil 04551-000.
Item 2. Identity and Background
| (a) |
Odelio Arouca | |
| (b) |
Mr. Arouca’s address is Regus Continental Square, Rua Olimpíadas, 205 - 4th Floor, Vila Olímpia, São Paulo, Brazil 04551-000 | |
| (c) |
Mr. Arouca is the CEO, CFO, Treasurer, Secretary and a director of the Issuer. | |
| (d) |
During the last five years, Odelio Arouca has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). | |
| (e) |
During the past five years, Odelio Arouca has not been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws |
Item 3. Source and Amount of Funds or Other Considerations
Effective October 25, 2011, Odelio Arouca acquired 3,000,000 shares of common stock from one affiliate shareholder of the Company pursuant to a reorganization described under Item 4 “Purpose of Transaction”.
Item 4. Purpose of Transaction
Effective October 25, 2011, Ireneusz Nawrot, as vendor, entered into an affiliate stock purchase agreement with Odelio Arouca, whereby the vendor sold, assigned, transferred and delivered a total of 3,000,000 restricted shares of the Issuer to Mr. Arouca for a price of $0.01 per share.
Depending on market conditions and other factors, the Reporting Person may acquire additional shares of the Issuer’s common stock as it deems appropriate, whether in open market purchases, privately negotiated transactions or otherwise. The Reporting Person also reserves the right to dispose of some or all of the shares in the open market, in privately negotiated transactions to third parties or otherwise.
The acquisition was completed as part of a reorganization of the Issuer whereby Odelio Arouca was appointed as director and officer, the previous sole director and officer Ireneusz Nawrot resigned as an officer of the Issuer. Full details of the reorganization are contained in the report on form 8-K filed by the Company on October 31, 2011.
As of the date hereof, except as described above, the Reporting Person does not have any plans or proposals which relate to or would result in:
The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer;
An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries;
Page 4
A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries, although the Reporting Person has disclosed that he is investigating other business opportunities for the Issuer;
Any change in the present board of directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the board, except that the Issuer has disclosed that Mr. Narwat intends to resign as a director in the near future;
Any material change in the present capitalization or dividend policy of the issuer;
Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940;
Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person;
Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association;
A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act; or
Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
The aggregate number and percentage of common stock of the Issuer beneficially owned by the Reporting Person is 3,000,000 shares of common stock, or 66.51% based on 4,510,000 of shares of common stock issued and outstanding as of October 31, 2011.
All of the 3,000,000 shares are registered in the name of Odelio Arouca who has the sole power to vote or direct the vote, and to dispose or direct the disposition, of 3,000,000 shares of common stock of the Issuer. No person, other than the Reporting Person, is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 3,000,000 shares of common stock of the Issuer.
The Reporting Person has not effected any transaction in the shares of common stock of the Issuer in the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
Except as set forth above or set forth in the exhibits, there are no contracts, arrangements, understandings or relationships between the Reporting Person and any other person with respect to any securities of the Issuer.
Item 7. Material to Be Filed as Exhibits
10.1 Affiliate Stock Purchase Agreement dated October 25, 2011 between Ireneusz Antoni Nawrot and Odelio Arouca (incorporated by reference to the current report on Form 8-K filed by the Issuer on October 31, 2011).
Page 5
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief of each of the undersigned, each of the undersigned certify that the information set forth in this statement is true, complete and correct.
October 31, 2011
/s/ Odelio R. Arouca
Signature
Odelio R. Arouca
Name/Title
The original statement shall be signed by each person on whose behalf the statement is filed or his authorized representative. If the statement is signed on behalf of a person by his authorized representative (other than an executive officer or general partner of this filing person), evidence of the representative’s authority to sign on behalf of such person shall be filed with the statement, provided, however, that a power of attorney for this purpose which is already on file with the Commission may be incorporated by reference. The name and any title of each person who signs the statement shall be typed or printed beneath his signature.
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations
(See 18 U.S.C. 1001).