8-K 1 l8k111208.txt AMERIGO ENERGY INC. FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION CityplaceWASHINGTON, StateD.C. PostalCode20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 31, 2008 AMERIGO ENERGY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 000-09047 20-3454263 -------- --------- ---------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2580 Anthem Village Rd., Henderson, NV 89052 -------------------------------------------------- (Address of principal executive offices)(Zip Code) Registrant's telephone number, including area code: 702-399-9777 ------------ Not Applicable -------------- (Former name or former address, if changed since last report.) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) SEC873(11-06) POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO # RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On October 31, 2008, Amerigo Energy, Inc. (the "Registrant") entered into a Reorganization pursuant to Reorganization Agreement dated as of October 31, 2008 (the "Reorganization Agreement"). In the Reorganization, Granite Energy, Inc. transferred to the Registrant substantially all of its assets and operations, including its subsidiary, Amerigo, Inc. and its controlling interest in GreenStart, Inc. in exchange for 10,000,000 restricted shares of Common Stock of the Registrant (the "Amerigo Energy Stock"). The Reorganization was approved by the consent of a majority of the holders of Common Stock of Granite. Completion of the Reorganization is subject to certain conditions, including the approval of the United States Securities and Exchange Commission to the distribution of the Amerigo Energy Stock to the Granite stockholders. Under the terms of the Reorganization Agreement, the shareholders of Granite will be entitled to receive after the reorganization is completed, a distribution of 10,000,000 shares of the Registrant post-split shares of Common Stock. As of the Closing Date (subsequent to the reverse stock split and issuance of all shares of Common Stock at the Closing), the Registrant will have a total of 10,742,528 post-split shares of Common Stock issued and outstanding and no shares of preferred stock issued and outstanding. A copy of the Reorganization Agreement is attached hereto as Exhibit 10-1. SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS. Resignation of Directors and Officer On October 31, 2008, as part of the Reorganization, Lawrence S. Schroeder resigned as Chief Executive Officer and Chief Financial Officer of the Company. Mr. Schroeder's resignation was not a result from any disagreement with the Registrant or management. Appointment of Officers BRUCE LYBBERT On October 31, 2008 concurrent with Mr. Schroeder's resignation, Mr. Lybbert was appointed Chief Executive Officer and Director of the Company. Mr. Lybbert is actively involved in oil and gas operations, strategic planning, financial management and investor relations. A seasoned veteran of the brokerage industry and Wall Street, Mr. Lybbert co-founded Tel America Long Distance in 1982, growing it into a successful communications giant which became the largest regional long distance carrier in the western United States. Mr. Lybbert believes that America's domestic oil industry, long stagnant due to inexpensive foreign oil, now represents a similar opportunity. Mr. Lybbert joined Granite in 2006. Mr. Lybbert holds a B.A. in finance and marketing from Weber State University and pursued post-graduate studies in finance at New York University. Mr. Lybbert served as chairman of the Board of Directors of Granite since August 2006. Election of New Directors On October 31, 2008, the board of directors elected Jason F. Griffith and S. Matthew Schultz to replace resigning members of the Company's Board of Directors SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS (c) Exhibits EXHIBIT EXHIBIT TITLE NUMBER OF DESCRIPTION ------ -------------- 10-1 REORGANIZATION AGREEMENT DATED OCTOBER 31, 2008 BETWEEN AMERIGO ENERGY, INC. AND GRANITE ENERGY, INC. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized. AMERIGO ENERGY, INC. By: /s/ Bruce Lybbert --------------------- Bruce Lybbert, CEO Date: November 12, 2008