-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S/Nt8Bmxk9YbqSuhmCOU6sA5mFZVv6jlMjIve2znhV3N8FkMTZFaDe0NJ3hRWZ4w 0EFwFdSojo2RNxjmEojxOg== 0001227528-09-000099.txt : 20090814 0001227528-09-000099.hdr.sgml : 20090814 20090814161705 ACCESSION NUMBER: 0001227528-09-000099 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20090630 FILED AS OF DATE: 20090814 DATE AS OF CHANGE: 20090814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AMERIGO ENERGY, INC. CENTRAL INDEX KEY: 0000278165 STANDARD INDUSTRIAL CLASSIFICATION: CRUDE PETROLEUM & NATURAL GAS [1311] IRS NUMBER: 020314487 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-09047 FILM NUMBER: 091016051 BUSINESS ADDRESS: STREET 1: 2580 ANTHEM VILLAGE DRIVE CITY: HENDERSON STATE: NV ZIP: 89052 BUSINESS PHONE: 702-399-9777 MAIL ADDRESS: STREET 1: 2580 ANTHEM VILLAGE DRIVE CITY: HENDERSON STATE: NV ZIP: 89052 FORMER COMPANY: FORMER CONFORMED NAME: STRATEGIC GAMING INVESTMENTS, INC. DATE OF NAME CHANGE: 20060501 FORMER COMPANY: FORMER CONFORMED NAME: LEFT RIGHT MARKETING TECHNOLOGY INC DATE OF NAME CHANGE: 20031002 FORMER COMPANY: FORMER CONFORMED NAME: LEFT RIGHT MAKETING TECHNOLOGY INC DATE OF NAME CHANGE: 20030815 10-Q 1 l10q063009.txt AMERIGO ENERGY, INC. FORM 10-Q U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2009 AMERIGO ENERGY, INC. --------------------------------------- (Exact name of small business issuer as specified in its charter) Delaware 20-3454263 --------------------------------- ------------------- (State or other jurisdiction (I.R.S. Employer of incorporation or organization) Identification No.) 2580 Anthem Village Drive Henderson, NV 89052 --------------------------------------------------- (Address of principal executive offices) (Zip Code) (702) 399-9777 --------------------------- (Issuer's telephone number) 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 check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) YES [ ] NO [X] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS Check whether the registrant filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by court. YES [ ] NO [ ] APPLICABLE ONLY TO CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 21,578,479 shares of common stock, $0.001 par value, as of August 14, 2009 TRANSITIONAL SMALL BUSINESS DISCLOSURE FORMAT (CHECK ONE): YES [ ] NO [X] TABLE OF CONTENTS PART I - FINANCIAL INFORMATION............................................3 ITEM 1. FINANCIAL STATEMENTS.............................................3 CONSOLIDATED BALANCE SHEET.......................................3 CONSOLIDATED STATEMENT OF OPERATIONS.............................4 STATEMENT OF STOCKHOLDER'S EQUITY................................5 CONSOLIDATED STATEMENT OF CASH FLOWS.............................6 NOTES TO FINANCIAL STATEMENTS....................................7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............................................13 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK........15 ITEM 4. CONTROLS AND PROCEDURES..........................................15 PART II - OTHER INFORMATION................................................16 ITEM 1. LEGAL PROCEEDINGS................................................16 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS........................16 ITEM 3. DEFAULTS UPON SENIOR SECURITIES..................................16 ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............16 ITEM 5. OTHER INFORMATION................................................16 ITEM 6. EXHIBITS.........................................................16 SIGNATURES.................................................................17 PART I - FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS
AMERIGO ENERGY, INC. CONSOLIDATED BALANCE SHEET As of As of June 30, December 31, 2009 2008 -------------- -------------- ASSETS Current assets Cash $ 6,861 $ 1,300 Accounts receivable 45,255 22,187 -------------- -------------- Total current assets 52,115 23,487 Other current assets Loans to related party 96,174 30,559 Notes receivable - related party 376,494 358,949 Accrued interest receivable - related party 29,155 18,287 -------------- -------------- Total other current assets 501,823 407,795 Property, plant and equipment Leasehold improvements 69,863 76,460 Office equipment, net of depreciation 16,973 20,648 Vehicles, net of depreciation - 12,883 Property and Equipment, net 124,057 129,372 Proved reserves, net of depletion 6,387,538 6,032,016 Unproved reserves, net of depletion 6,494,216 5,512,163 Software, net 6,114 6,724 -------------- -------------- Total property, plant and equipment 13,098,760 11,790,265 Other Assets Investment in GreenStart 42,236 42,236 Note receivable 406,606 386,590 Deposits 950 950 -------------- -------------- Total other assets $ 449,791 $ 429,776 -------------- -------------- Total assets $ 14,102,490 $ 12,651,323 ============== ============== LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities Accounts payable and accrued liabilities $ 171,768 $ 164,186 Accounts payable - related party 78,386 46,216 Loans from related parties 40,168 38,361 Payroll liabilities 51,730 70,666 -------------- -------------- Total current liabilities 342,053 319,429 -------------- -------------- Total liabilities 342,053 319,429 Stockholders' (deficit) Preferred stock (25,000,000 shares authorized & 0 shares outstanding at June 30, 2009) - - Common stock; $.001 par value; 100,000,000 shares authorized; 21,578,479 shares outstanding at June 30, 2009 32,120 30,613 Additional paid-in capital 27,506,660 25,968,778 Stock receivable (665,600) (665,600) Common stock payable 357,616 12,000 Accumulated deficit (13,470,358) (13,013,897) -------------- -------------- Total stockholders' (deficit) 13,760,437 12,331,894 -------------- -------------- Total liabilities and stockholders' (deficit) $ 14,102,490 $ 12,651,323 ============== ==============
See Accompanying Notes to Financial Statements 3
AMERIGO ENERGY, INC. CONSOLIDATED STATEMENT OF OPERATIONS Three Months Three Months Six Months Six Months Ended Ended Ended Ended June 30, June 30, June 30, June 30, 2009 2008 2009 2008 ----------- ------------ ------------ ------------ Revenue Oil revenues $ 36,648 $ - $ 77,183 $ - Gas revenues 13,168 - 24,663 - Rental income 3,390 - 6,780 - ----------- ------------ ------------ ------------ Total Revenue 53,206 - 108,625 - Operating expenses Lease operating expenses $ 30,781 $ - $ 56,638 $ - Consulting expense 22,500 61,849 45,000 591,161 Selling, general and administrative 19,738 6,027 51,378 15,232 Professional fees 125,186 - 254,473 - Depreciation and amortization expense 8,099 - 16,197 - Depletion expense 88,796 - 169,667 - ----------- ------------ ------------ ------------ Total operating expenses 295,099 67,876 593,353 606,393 ----------- ------------ ------------ ------------ Loss from operations (241,893) (67,876) (484,728) (606,393) Other income (expenses): Loss on sale of automobile $ - $ - $ (1,883) $ - Interest income 14,830 - 30,076 - Other income (0) - 72 - ----------- ------------ ------------ ------------ Total other income (expenses) 14,830 - 28,265 - ----------- ------------ ------------ ------------ Loss before provision for income taxes (227,063) (67,876) (456,463) (606,393) Provision for income taxes Net loss $ (227,063) $ (67,876) $ (456,463) $ (606,393) ============ ============ ============ ============ Basic and diluted (loss) per common share (0.01) (0.01) (0.02) (0.05) ============ ============ ============ ============ Basic and diluted weighted average common shares outstanding 21,578,479 11,095,519 21,578,479 11,095,519 ============ ============ ============ ============ See Accompanying Notes to Financial Statements
4
AMERIGO ENERGY, INC. STATEMENT OF STOCKHOLDER'S EQUITY Additional Stock Stock Total Paid-in Subscriptions Subscriptions Accumulated Stockholders' Shares Amount Capital Receivable Payable Deficit Deficit ------- -------- ------------ --------- --------- ------------ ------------ Balance, 402,357 $ 8,047 $ 3,580,849 $ - $ - $ (4,414,090) (825,194) December 31, ======= ======== ============ ========= ========= ============ ============ 2006 Shares issued 40,000 800 2,479,200 (2,500) - - 2,477,500 for merger with Neolink Issuance of - - 377,558 - - - 377,558 convertible debt agreements Shares issued 30,000 600 - - - - 600 for settlement of merger rescission Issuance of - - 1,031,050 - - - 1,031,050 stock options for services Issuance of - - 4,361,888 - - - 4,361,888 stock options of compensation Issuance of - - 602,524 - - - 602,524 convertible debt agreements Write off of 2,500 - 2,500 stock receivable Issuance of - - 108,695 - - - 108,695 convertible debt agreements Net loss - - - - - (8,952,893) (8,952,893) ------- -------- ------------ --------- --------- ------------ ------------ Balance, 472,357 9,447 12,541,764 - - (13,366,983) (815,772) December 31, ======= ======== ============ ========= ========= ============ ============ 2007 Settlement of - - 441,963 - - - 441,963 accrued payroll Conversion of 82,419 1,648 846,765 - - - 848,413 notes payable Issuance of - - 476,418 - - - 476,418 stock options for services Write off of - - (1,028,949) - - - (1,028,949) previously consolidated interco. loan Write off of - - (1,088,776) - - 1,088,684 (92) dissolved and spun off entities Settlement of 182,030 182 454,893 - - - 455,075 debts as part of the reorganization Shares issued 10,000,000 10,000 3,414,004 - - - 3,424,004 for assets as part of reorganization Stock 80,000 80 665,520 (665,600) - - - receivable issued Shares issued 9,254,429 9,255 9,245,174 - - - 9,254,429 for purchase of oil interests Stock payable - - - - 12,000 - 12,000 for warrants Net loss - - - - - (735,597) (735,597) ----------- -------- ------------ --------- --------- ------------ ------------ Balance, 20,071,235 $ 30,613 $ 25,968,776 $(665,600) $ 12,000 $(13,013,896) $ 12,331,893 December 31, ========== ======== ============ ========= ========= ============ ============ 2008 Shares issued 329,200 329 328,871 329,200 for purchase of oil interests Adjustment to 32,147 32,147 beginning balance of assets purchased Stock payable 183,776 183,776 for warrants Net loss - - - - - (229,400) (229,400) ----------- -------- ------------ --------- --------- ------------ ------------ Balance, March 20,400,435 $ 30,942 $ 26,329,794 $(665,600) $ 195,776 $(13,243,296) $ 12,647,615 31, 2009 ========== ======== ============ ========= ========= ============ ============ Shares issued 1,178,044 1,178 1,176,866 1,178,044 for purchase of oil interests Stock payable 161,840 161,840 for warrants Net loss - - - - - (227,063) (227,063) ----------- -------- ------------ --------- --------- ------------ ------------ Balance, June 21,578,479 $ 32,120 $ 27,506,660 $(665,600) $ 357,616 $(13,470,359) $ 13,760,436 30, 2009 ========== ======== ============ ========= ========= ============ ============
See Accompanying Notes to Financial Statements 5
AMERIGO ENERGY, INC. CONSOLIDATED STATEMENT OF CASH FLOWS Unaudited Unaudited 6 months 6 months ended ended June 30, June 30, 2009 2008 --------- --------- Cash flows from operating activities: Net loss $(456,463) $(606,393) Adjustments to reconcile net loss to net cash used by operating activities: Changes in operating assets and liabilities: Increase in accounts receivable (23,067) (397) Increase in note receivable and interest due from GreenStart (28,414) - Increase in note receivable and interest (20,016) - Stock options issued - 476,418 Depletion, depreciation and amortization 185,864 - (Increase) / decrease in loans and bank receivables 32,150 - Increase / (decrease) in accounts payable 7,583 250,160 Increase / (decrease) in accounts payable - related party 32,170 (179,533) Increase / (decrease) in accrued payroll (18,936) (16,865) Lawsuit settlement payable - 6,000 --------- --------- Net cash used by operating activities (289,129) (70,609) Cash flows from investing activities: Purchase of oil and gas interests 12,881 - --------- --------- Net cash used by investing activities 12,881 - Cash flows from financing activities: Loan to (from) related party (63,808) 77,725 Increase in stock payable 345,616 - --------- --------- Net cash provided by financing activities 281,808 77,725 --------- --------- Net increase in cash 5,561 7,116 Cash, beginning of period 1,300 (7,116) --------- --------- Cash, end of period 6,861 - ========= ========= Supplementary cash flow information: Cash payments for income taxes $ - $ - ========= ========= Cash payments for interest $ - $ - ========= =========
See Accompanying Notes to Financial Statements 6 AMERIGO ENERGY, INC. NOTES TO FINANCIAL STATEMENTS NOTE 1 - HISTORY AND ORGANIZATION OF THE COMPANY Description of Business and History - Strategic Gaming Investments, Inc., a Delaware corporation ("SGME" or the "Company"), formerly named Left Right Marketing Technology, Inc., was incorporated in 1973. Prior to June 2003, the Company was involved in various businesses, none of which were successful. On November 4, 2005, the Company entered into an agreement and plan of reorganization, or the Merger Agreement, with Strategic Gaming Investments, Inc., a Nevada corporation, or SGI. The transaction between the Company and SGI has been accounted for as a recapitalization. Since SGI was the only operating company in the exchange and the stockholders of SGI received a substantial majority of the voting securities of the combined companies, the transaction exchange has been accounted for as a "reverse acquisition" and, effectively, as a recapitalization, in which SGI has been treated as the accounting acquirer (and the legal acquiree), and the Company has been treated as the accounting acquiree (and the legal acquirer). In August of 2008, our Board of Directors voted to get approval from the shareholders of the Company for a name change from Strategic Gaming Investments, Inc. to Amerigo Energy, Inc. The company received the approval from a majority of its stockholders and filed the amendment to its Articles of Incorporation with the State of Delaware. The name change became effective by the State of Delaware on August 26, 2008. The Company also requested a new stock symbol as a result of the name change. Our new trading symbol is "AGOE". On October 31, 2008, the Company entered into a Reorganization pursuant to Reorganization Agreement dated as of October 31, 2008. In the Reorganization, Granite Energy, Inc. sold to the Company 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 Company. NOTE 2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES PRINCIPLES OF CONSOLIDATION The consolidated financial statements include the combined accounts of Amerigo, Inc., a Nevada Corporation. All material intercompany transactions and accounts have been eliminated in consolidation. CASH AND CASH EQUIVALENTS Cash and cash equivalents consist of highly liquid investments with maturities of three months or less when purchased. USE OF ESTIMATES The preparation of financial statements in accordance with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. COMPREHENSIVE INCOME Statement of Financial Accounting Standards No 130, "Reporting Comprehensive Income" ("SFAS 130")), requires that total comprehensive income be reported in the financial statements. SFAS 130 establishes standards for reporting and display of comprehensive income and its components (revenues, expenses, gains and losses) in a full set of general-purpose financial statements. It requires (a) classification of the components of other comprehensive income by their nature in a financial statement and (b) the display of the accumulated balance of the other comprehensive income separate from retained earnings and additional paid-in capital in the equity section of a statement of financial position. The Company's financial statements do not include any of the components of other comprehensive income during the year ended December 31, 2008 and the quarter ended June 30, 2009. FAIR VALUE OF FINANCIAL INSTRUMENTS The Company includes fair value information in the notes to financial statements when the fair value of its financial instruments is different from the book value. When the book value approximates fair value, no additional disclosure is made. 7 PROPERTY AND EQUIPMENT On October 31, 2008, as part of the reorganization agreement, the Company acquired substantially all of the assets from Granite Energy, Inc., including an office building, equipment, furniture and fixtures, an automobile, and oil interests. The Company transferred these assets on the financial statements at their depreciated historical cost and has continued depreciating them using their historical cost and remaining estimate lives. The current and long term portions were of the asset retirement obligation was estimated based on historical experience. Depreciation is computed primarily on the straight-line method for financial statements purposes over the following estimated useful lives: ESTIMATED CATEGORY LIFE ---------------------- --------- Office building 20 years Vehicles 7 years Equipment 7 years Leasehold Improvements 7 years Furniture and Fixtures 5 years All assets are booked at historical cost. Management reviews on an annual basis the book value, along with the prospective dismantlement, restoration, and abandonment costs and estimate residual value for the assets, in comparison to the carrying values on the financial statements. OIL AND GAS PRODUCING ACTIVITIES The Company uses the successful efforts method of accounting for its oil and natural gas properties. Exploration costs such as exploratory geological and geophysical costs and delay rentals are charged against earnings as incurred The costs to acquire, drill and equip exploratory wells are capitalized pending determinations of whether proved reserves can be attributed to the Company's interests as a result of drilling the well. If management determines that commercial quantities of oil and natural gas have not been discovered, costs associated with exploratory wells are charged to exploration expense. Costs to acquire mineral interests, to drill and equip development wells, to drill and equip exploratory wells that find proved reserves, and related costs to plug and abandon wells and costs of site restoration are capitalized. Depreciation, depletion and amortization ("DD&A") of oil and gas properties is computed using the unit-of-production method based on recoverable reserves as estimated by the Company's independent reservoir engineers. Capitalized acquisition costs are depleted based on total estimated proved developed and proved undeveloped reserve quantities. Capitalized costs to drill and equip wells are depreciated and amortized based on total estimated proved developed reserve quantities. Investments in unproved properties are not amortized until proved reserves associated with the prospects can be determined or until impairment occurs. Oil and natural gas properties are periodically assessed for impairment. If the unamortized capitalized costs of proved properties are in excess of estimated undiscounted future cash flows before income taxes, the property is impaired. Estimated future cash flows are determined using management's best estimates and may be calculated using prices consistent with management expectations for the Company's future oil and natural gas sales. Unproved oil and natural gas properties are also periodically assessed for impairment, and a valuation allowance is provided if impairment is indicated. Impairment costs are included in exploration expense. Costs of expired or abandoned leases are charged against the valuation allowance. Costs of properties that become productive are transferred to proved oil and natural gas properties. Unproved oil and gas properties that are individually significant are periodically assessed for impairment of value and a loss is recognized at the time of impairment by providing an impairment allowance. Other unproved properties are amortized based on the Company's experience of successful drilling and average holding period. Capitalized costs of producing oil and gas properties, after considering estimated residual salvage values, are depreciated and depleted by the unit-of- production method. Support equipment and other property and equipment are depreciated over their estimated useful lives. On the sale or retirement of a complete unit of a proved property, the cost and related accumulated depreciation, depletion, and amortization are eliminated from the property accounts, and the resultant gain or loss is recognized. On the retirement or sale of a partial unit of proved property, the cost is charged to accumulated depreciation, depletion, and amortization with a resulting gain or loss recognized in income. On the sale of an entire interest in an unproved property for cash or cash equivalent, gain or loss on the sale is recognized, taking into consideration the amount of any recorded impairment if the property has been assessed individually. If a partial interest in an unproved property is sold, the amount received is treated as a reduction of the cost of the interest retained. 8 REVENUE RECOGNITION Oil, gas and natural gas liquids revenues are recognized when the products are sold to a purchaser at a fixed or determinable price, delivery has occurred and title has transferred, and collection of the revenue is reasonably assured. CONCENTRATIONS OF CREDIT RISK Credit risk represents the accounting loss that would be recognized at the reporting date if counter parties failed completely to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of customers or counter parties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions described below. The Company operates in one primary segment, the oil and gas industry. The Company's customers are located within the United States of America. Financial instruments that subject the Company to credit risk consist principally of oil and gas sales which are based on a short-term purchase contracts from Teppco Oil (US) Company and various other gatherers in the area, with related accounts receivable subject to credit risk. During the year ended December 31, 2008, Teppco Oil (US) Company accounted for approximately 13% of the Company's oil revenues. In the coming year and forward, we anticipate the percentage of oil revenues from Teppco Oil Company to be approximately 66%. The low percentage for the year ended December 31, 2008 is directly related to the acquisition of the oil interests that Teppco Oil Company purchases from in December 2008 and not receiving normal levels of purchases for the short period we held those interests. Management does not believe the loss of Teppco Oil (US) Company would materially affect the ability to sell the oil. ACCOUNTS RECEIVABLE Accounts receivable are stated at the amount management expects to collect from outstanding balances. Management provides for probable uncollectible amounts through a charge to earnings and a credit to a valuation allowance based on its assessment of the current status of individual accounts. Balances outstanding after management has used reasonable collection efforts are written off through a charge to the valuation allowance and a credit to trade accounts receivable. Changes in the valuation allowance have not been material to the financial statements at December 31, 2008 and June 30, 2009; the Company's financial statements do not include an allowance for doubtful accounts because management believes that no allowance is required at those dates. RECLASSIFICATIONS Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on the results of operations or stockholders' equity. NET LOSS PER COMMON SHARE SFAS 128, Earnings per Share, requires presentation of "basic" and "diluted" earnings per share on the face of the statements of operations for all entities with complex capital structures. Basic earnings per share is computed by dividing net income by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted during the period. Dilutive securities having an anti- dilutive effect on diluted earnings per share are excluded from the calculation. INCOME TAXES The Company accounts for its income taxes in accordance with Statement of Financial Accounting Standards No. 109, which requires recognition of deferred tax assets and liabilities for future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases and tax credit carry forwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in operations in the period that includes the enactment date. 9 Management feels the Company will have a net operating loss carryover to be used for future years. Such losses may not be fully deductible due to the significant amounts of non-cash service costs. The Company has established a valuation allowance for the full tax benefit of the operating loss carryovers due to the uncertainty regarding realization. STOCK-BASED COMPENSATION In December 2004, the Financial Accounting Standards Board issued Statement of Financial Accounting Standards ("SFAS") No. 123R, Share-Based Payment ("SFAS No. 123R"). SFAS No. 123R is a revision of SFAS No. 123, Accounting for Stock- Based Compensation ("SFAS No. 123"), and supersedes Accounting Principles Board Opinion No. 25, Accounting for Stock Issued to Employees ("APB No. 25"), and its related implementation guidance. The Company has adopted SFAS No. 123R, which requires the measurement and recognition of compensation expense for all stock-based payment awards made to employees and directors. Under the fair value recognition provisions of SFAS No. 123R, stock-based compensation cost is measured at the grant date based on the value of the award and is recognized as expense over the vesting period. Determining the fair value of stock-based awards at the grant date requires considerable judgment, including estimating the expected future volatility of our stock price, estimating the expected length of term of granted options and selecting the appropriate risk-free rate. There is no established trading market for our stock. DIVIDENDS The Company has not yet adopted any policy regarding payment of dividends. GOING CONCERN The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. As shown in the accompanying financial statements, the Company has incurred recurring losses, has used significant cash in support of its operating activities and, based upon current operating levels, requires additional capital or significant reconfiguration of its operations to sustain its operations for the foreseeable future. These factors, among others, may indicate that the Company will be unable to continue as a going concern. The financial statements do not include any adjustments relating to the recoverability and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company's ability to continue as a going concern is dependent upon its ability to generate sufficient cash flow to meet obligations on a timely basis and ultimately to attain profitability. The Company has obtained working capital through equity offerings and management plans to obtain additional funding through equity or debt financings in the future. There is no assurance that the Company will be successful in its efforts to raise additional working capital or achieve profitable operations. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. RECENT ACCOUNTING PRONOUNCEMENTS In February 2008, the FASB issued FASB Staff Position No. FAS 157-2, Effective Date of FASB Statement No. 157, which provides a one-year deferral of the effective date of SFAS 157 for non-financial assets and non-financial liabilities, except those that are recognized or disclosed in the financial statements at fair value at least annually. The Company is currently evaluating the impact of adopting SFAS 157 with respect to non-financial assets and non- financial liabilities, essentially goodwill and identifiable intangible assets, but does not believe the adoption will have a significant impact on the Company's consolidated financial statements. The provisions of SFAS 157 will be applied to non-financial assets and non-financial liabilities beginning March 1, 2009. In April 2008, the FASB issued FSP 142-3, Determination of the Useful Life of Intangible Assets (FSP 142-3). FSP 142-3 amends the factors that should be considered in developing renewal or extension assumptions used to determine the useful life of a recognized intangible asset under SFAS No. 142, Goodwill and Other Intangible Assets . FSP 142-3 is effective for fiscal years beginning after December 15, 2008. We are currently evaluating the impact FSP 142-3 will have on the useful lives of our intangible assets but do not expect it to have a material impact on our financial statements. In April of 2009, the SEC issued Securities and Exchange Commission ("SEC") Release No. 33-8995, "Modernization of Oil and Gas Reporting". SEC Release No. 33-8995 revised disclosure requirements for oil and gas companies. In addition to changing the definition and disclosure requirements for oil and gas reserves, the new rules change the requirements for determining oil and gas reserve quantities. These rules permit the use of new technologies to determine proved reserves under certain criteria and allow companies to disclose their probable and possible reserves. The new rules also require companies to report the independence and qualifications of their reserves preparer or auditor and file reports when a third party is relied upon to prepare reserves estimates or conducts a reserves audit. The new rules also require that oil and gas reserves be reported and the full cost ceiling limitation be calculated using a twelve- month average price rather than period-end prices. The use of a twelve-month average price could have an effect on our depletion rates for its natural gas and crude oil properties. The pronouncement is effective January 1, 2010 and will be effective for annual reports on Form 10-K for fiscal years ending after December 31, 2009, pending the potential alignment of certain accounting standards by the FASB with the new rule. The Company is currently evaluating the impact of SEC Release No. 33-8995 on its consolidated financial statements and related disclosures. 10 In May 2009, the FASB issued SFAS No. 165, "Subsequent Events" ("SFAS 165"). SFAS 165 provides authoritative accounting literature related to evaluating subsequent events that was previously addressed only in the auditing literature, and is largely similar to the current guidance in the auditing literature with some exceptions that are not intended to result in significant changes in practice. SFAS 165 defines subsequent events and also requires the disclosure of the date through which an entity has evaluated subsequent events and the basis for that date. SFAS 165 is effective on a prospective basis for interim or annual financial periods ending after June 15, 2009. We plan to adopt SFAS 165 in the first quarter of Fiscal 2010 and do not expect it to have a material impact on our consolidated financial statements. In June of 2009, the FASB issued SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)." SFAS No. 167 amends the requirements for determination of the primary beneficiary of a variable interest entity, requires an ongoing assessment of whether an entity is the primary beneficiary and requires enhanced interim and annual disclosures that will provide users of financial statements information regarding an enterprise's involvement in a variable interest entity. SFAS No. 167 is effective for annual reporting periods beginning after November 15, 2009. The adoption of SFAS No. 167 is not expected to have a material impact on the Company's financial condition or results of operations. In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162, ("SFAS 168"), which is effective for interim and annual periods ending after September 15, 2009. SFAS 168 does not alter current U.S. GAAP, but rather integrates existing accounting standards with other authoritative guidance. Under SFAS 168 there will be a single source of authoritative U.S. GAAP for nongovernmental entities and will supersede all other previously issued non-SEC accounting and reporting guidance. The adoption of SFAS 168 will not have any impact on the Company's consolidated financial statements. NOTE 3 - ACQUISITION AND DISPOSAL OF ASSETS DURING THE YEAR ENDED DECEMBER 31, 2008 On October 31, 2008, The Company entered into a Reorganization pursuant to Reorganization Agreement dated as of October 31, 2008. In the Reorganization, Granite Energy, Inc. sold to the Company 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 Company. The following is an analysis of the consideration given and assets received in connection with the reorganization: Assets acquired: Proved reserves $ 2,001,368 Unproved reserves 345,912 Software 6,927 Building 103,133 Leasehold improvements 78,659 Furniture & fixtures 21,873 Vehicle 13,301 Equipment 28,010 Receivables 48,056 Deposit 950 Notes receivable 775,816 ----------- Total assets acquired 3,424,006 =========== Consideration given: Common stock (10,000,000 shares) 3,424,006 ----------- Total consideration given $ 3,424,006 =========== 11 On December 1, 2008, The Company started the process to issue 9,307,970 shares of our Company Common Stock in exchange for the purchase of various oil interests that were previously sold by Granite Energy, Inc. The following is an analysis of the consideration given and assets received in the purchase of the oil interests: DURING THE QUARTER ENDED JUNE 30, 2009: During the six months ended June 30, 2009, the Company issued 1,453,703 shares of our Company Common Stock in exchange for the purchase of various oil interests that were previously sold by Granite Energy, Inc. NOTE 4 - NOTES PAYABLE As of June 30, 2009, there are no outstanding notes payable. NOTE 5 - STOCKHOLDERS' EQUITY As of June 30, 2009, there were 21,578,479 shares of common stock outstanding and no preferred shares outstanding. During the quarter ended June 30, 2009, the Company issued common stock and warrants as follows: COMMON STOCK During the six months ended June 30, 2009, the Company issued 1,507,244 shares of our Company Common Stock at $1.00 per share in exchange for the purchase of various oil interests. WARRANTS No warrants were issued during the quarter ended June 30, 2009. An adjustment was made to Additional Paid in Capital during the three months ended March 31, 2009 for the interest on the note receivable that was transferred to the Company as part of the reorganization on October 31, 2008. During our lawsuit investigation with South Texas Oil Company, it was discovered that interest on the note that was transferred to the Company had not been accrued and the balance was adjusted accordingly. NOTE 6 - RELATED PARTY TRANSACTIONS As of June 30, 2009, the Company holds $376,494 in notes receivable from GreenStart, Inc., in which the Company is the majority shareholder. $356,820 of the note was sold to the Company from Granite Energy as part of the reorganization on October 31, 2008. This asset is due on demand and accrues interest at 6% annually. The accrued interest receivable on this loan totaled $29,155 at June 30, 2009. The amounts are considered short term due to the demand status of the note. As of June 30, 2009, the Company had $51,730 in accrued payroll payable to the Company's current and former officers. As of June 30, 2009, the Company has $38,361 in liabilities due to a firm controlled by the Company's Chief Financial Officer. This liability is non- interest bearing and has no due date assigned to it. Effective October 1, 2008, the Company entered into a consulting agreement with a firm controlled by the Company's Chief Financial Officer for a fee of $7,500 per month. The consulting firm has been engaged to assist in organizing and completing the process of filings with the Securities and Exchange Commission and other tasks. The Company owed the firm $76,216 as of June 30, 2009 which is included as part of Accounts payable - related party in the accompanying financial statements. At June 30, 2009, the Company had paid expenses in advance of oil revenue from SWJN Oil Company of $19,048. Our CFO has an ownership interest in this Texas operator company. Additionally, $77,126 was paid as expenses for Granite Energy, the Company's largest shareholder. NOTE 7 - COMMITMENTS AND CONTINGENCIES The Company issued warrants for the purchase of our Company's Common Stock at $0.35, $0.40 and $1.00 per share. A total of 2,335,945 shares of common stock were subscribed to through the warrants. The shares will be issued if all payments from warrant holders are received no later than December 31, 2009. As per the warrant exercise documentation, the shares of common stock will be issued upon the Company receiving the final payment for the shares. In the event of default, all payments will be forfeited to the Company and no shares will be issued. If all warrants are exercise and none are defaulted on, the Company will be obligated to issue 2,335,945 shares of our Common Stock on or before December 31, 2009. 12 NOTE 8 - DEFERRED INCOME TAX The Company records its income taxes in accordance with Statement of Financial Accounting Standard No. 109, "Accounting for Income Taxes". The Company incurred net operating losses during all periods presented resulting in a deferred tax asset, which was fully allowed for in a valuation allowance. As a result, the net benefit and expense resulted in no income taxes. NOTE 9 - ENVIRONMENTAL MATTERS Various federal and state authorities have authority to regulate the exploration and developments of oil and gas and mineral properties with respect to environmental matters. Such laws and regulations, presently in effect or as hereafter promulgated, may significantly affect the cost of its current oil production and any exploration and development activities undertaken by the Company and could result in loss or liability to the Company in the event that any such operations are subsequently deemed inadequate for purposes of any such law or regulation. NOTE 10 - SUBSEQUENT EVENTS During the first quarter of 2009, the Company became the plaintiff in a petition filed against South Texas Oil Company for defaulting on the terms of a purchase agreement entered into in September of 2007 by being late of several payments and entirely not paying other payments due. South Texas Oil had alleged the contract was not lived up to on the Company's end. After discussion the Company agreed to modify the balance of $406,606 due to have it payable as 400,000 shares of South Texas Oil Company restricted common stock and have the note reduced to $200,000. The Company has recorded a loss on settlement of $14,606 in the 3rd quarter of 2009. The Company was served with a lawsuit on August 3, 2009 from an individual claiming he is owed money from Amerigo Energy. The Company has never entered into any business with this individual and believes the case to be without merit. The Company has retained counsel to vigorously defend this lawsuit. WHERE YOU CAN FIND ADDITIONAL INFORMATION We have filed with the Securities and Exchange Commission this Form 10-Q, including exhibits, under the Securities Act. You may read and copy all or any portion of the registration statement or any reports, statements or other information in the files at SEC's Public Reference Room located at 100 F Street, NE., Washington, DC 20549, on official business days during the hours of 10 a.m. to 3 p.m. You can request copies of these documents upon payment of a duplicating fee by writing to the Commission. You may call the Commission at 1-800-SEC-0330 for further information on the operation of its public reference room. Our filings, including the registration statement, will also be available to you on the website maintained by the Commission at http://www.sec.gov. We intend to furnish our stockholders with annual reports which will be filed electronically with the SEC containing consolidated financial statements audited by our independent auditors, and to make available to our stockholders quarterly reports for the first three quarters of each year containing unaudited interim consolidated financial statements. We maintain a website at www.amerigoenergy.com. Our website and the information contained on that site, or connected to that site, is not part of or incorporated by reference into this filing. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This discussion contains forward-looking statements. The reader should understand that several factors govern whether any forward-looking statement contained herein will be or can be achieved. Any one of those factors could cause actual results to differ materially from those projected herein. These forward-looking statements include plans and objectives of management for future operations, including plans and objectives relating to the products and the future economic performance of the Company. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions, future business decisions, and the time and money required to successfully complete development projects, all of which are difficult or impossible to predict accurately and many of which are beyond the control of the Company. Although the Company believes that the assumptions underlying the forward-looking statements contained herein are reasonable, any of those assumptions could prove inaccurate and, therefore, there can be no assurance that the results contemplated in any of the forward- looking statements contained herein will be realized. Based on actual experience and business development, the Company may alter its marketing, capital expenditure plans or other budgets, which may in turn affect the Company's results of operations. In light of the significant uncertainties inherent in the forward-looking statements included therein, the inclusion of any such statement should not be regarded as a representation by the Company or any other person that the objectives or plans of the Company will be achieved. 13 A complete discussion of these risks and uncertainties are contained in our Annual Financial Statements included in the Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission on May 15, 2009. INTRODUCTION The Company derives its revenues from its producing oil and gas properties, of which the substantial majority are predominantly oil properties. These properties consist of working interests in producing oil wells having proved reserves. Our capital for investment in producing oil properties has been provided by the sale of common stock to its shareholders. The following is a discussion of the Company's financial condition, results of operations, financial resources and working capital. This discussion and analysis should be read in conjunction with the Company's financial statements contained in this Form 10-Q. OVERVIEW RESULTS OF OPERATIONS REVENUES For the six months ended June 30, 2009, the Company generated $108,625 in revenues from royalties on producing oil and gas properties and rental income on a building we own. For the period ended June 30, 2008, the Company did not recognize any revenues because we did not have any significant business operations during that time. OPERATING EXPENSES Lease Operating - Lease operating expense for the six months ended June 30, 2009 totaled $56,638 as compared to $0 for the quarter ended June 30, 2008. The Company acquired its oil and gas interest subsequent to the quarter ended December 31, 2008 therefore we did not have any lease operating expenses prior to that acquisition. Consulting- Consulting expenses were $45,000 for the six months ended June 30, 2009 as compared to $591,161 for the six months ended June 30, 2008. The decrease of $546,161 was related to the shift in operations by the company in late 2008 and the value of warrants issued to consultants that was expensed at fair value in early 2008 in the amount of $476, 418. General and Administrative - General and administrative expenses were $51,378 for the six months ended June 30, 2009, compared to $15,232 for the six months ended June 30, 2008, representing an increase of $36,147. The increase in general and administrative expense reflects the lack of significant operations for most of 2008 until the reorganization on October 31, 2008. Professional Fees - Professional fees for the six months ended June 30, 2009 were $254,473 as compared to $0 for the six months ended June 30, 2008. The increase was related to the increase in operations and the use of consultants in addition to filing fees and stock transfer agent fees and associated filings that took place during the year. Depreciation, Amortization, and Depletion - Depreciation and amortization expenses on the acquired assets from the reorganization were $16,197 for the six months ended June 30, 2009. The depletion expense for the six months ended June 30, 2009 was $169,667 and was calculated based on an estimate using the straight line method over the estimated lives of the proved interests until production studies have been completed on the recently acquired oil and gas properties. There was $0 in depreciation, amortization, and depletion for the period ended June 30, 2008 because the Company had no depreciable assets until 2008. OTHER INCOME AND EXPENSES During the six months ended June 30, 2009, interest income was $30,076, compared to $0 during six months ended June 30, 2008, representing an increase of $30,076. The increase relates to the accrued interest on the $376,494 notes receivable from a related party and the note receivable on the sale of a rig in the amount of $406,606. See Note 6 for further information on the related party note payable. During the six months ended June 30, 2009, the Company sold a vehicle for $11,000 that had a book value of $12,883 for a loss of $1,883. 14 NET LOSS ATTRIBUTABLE TO COMMON STOCKHOLDERS We realized a net loss of $456,463 for the six months ended June 30, 2009, compared to a net loss of $606,393 for the six months ended June 30, 2008, a decrease of $149,930. The decrease in net loss is partially attributable to a decrease of $546,161 in consulting expenses as compared to the six months ended June 30, 2008 and the increase in revenues due to the acquisition of oil and gas producing properties in 2008 and the current period. LIQUIDITY AND CAPITAL RESOURCES At June 30, 2009, we had cash in the amount of $6,861, and a working capital deficit of $289,937, as compared to cash in the amount of $1,300 and a working capital deficit of $295,942 as of December 31, 2008. In addition, our stockholders' deficit was $13,760,437 at June 30, 2009, compared to stockholders' deficit of $12,331,894 at December 31, 2008. Our accumulated deficit increased from $13,013,897 at December 31, 2008 to $13,470,358 at June 30, 2009. Our cash used for investing activities was $12,881 for the six months ended June 30, 2009 and $0 for the six months ended June 30, 2008. Our financing activities provided net cash of $281,808 during the six months ended June 30, 2009, compared to net cash of $77,725 during the six months ended June 30, 2008. INFLATION The Company's results of operations have not been affected by inflation and management does not expect inflation to have a material impact on its operations in the future. OFF- BALANCE SHEET ARRANGEMENTS The Company currently does not have any off-balance sheet arrangements. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not Applicable ITEM 4. CONTROLS AND PROCEDURES EVALUATION OF DISCLOSURE CONTROLS We evaluated the effectiveness of our disclosure controls and procedures as of June 30, 2009, the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was undertaken by our chief executive officer, S. Matthew Schultz, and our Chief Financial Officer, Jason F. Griffith. Mr. Schultz serves as our principal executive officer and Mr. Griffith serves as our principal accounting and financial officer. We reviewed and evaluated the effectiveness of the design and operation of our disclosure controls and procedures, as of the end of the fiscal quarter covered by this report, as required by Securities Exchange Act Rule 13a-15, and concluded that our disclosure controls and procedures are effective to ensure that information required to be disclosed in our reports filed with the Securities and Exchange Commission pursuant to the Securities Exchange Act of 1934, as amended, is accumulated and communicated to management on a timely basis, including our principal executive officer and principal financial and accounting officer. CONCLUSIONS Based on this evaluation, our principal executive officer and principal financial and accounting officer concluded that our disclosure controls and procedures are effective to ensure that the information we are required to disclose in reports that we file pursuant to the Exchange Act are recorded, processed, summarized, and reported in such reports within the time periods specified in the Securities and Exchange Commission's rules and forms. 15 CHANGES IN INTERNAL CONTROLS There were no changes in our internal controls over financial reporting that occurred during the last fiscal quarter, i.e., the three months ended June 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. PART II - OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS. During the first quarter of 2009, the Company became the plaintiff in a petition filed against South Texas Oil Company for defaulting on the terms of a purchase agreement entered into in September of 2007 by being late of several payments and entirely not paying other payments due. South Texas Oil had alleged the contract was not lived up to on the Company's end. After discussion the Company agreed to modify the balance of $406,606 due to have it payable as 400,000 shares of South Texas Oil Company restricted common stock and have the note reduced to $200,000. The Company has recorded a loss on settlement of $14,606 in the 3rd quarter of 2009. See Note 10, Subsequent Events. The Company was served with a lawsuit on August 3, 2009 from an individual claiming he is owed money from Amerigo Energy. The Company has never entered into any business with this individual and believes the case to be without merit. The Company has retained counsel to vigorously defend this lawsuit. As of June 30, 2009, other than the lawsuit disclosed in the previous paragraph, the Company is not a party to any pending material legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against the Company. To the knowledge of management, no director, executive officer or affiliate of the Company, any owner of record or beneficially of more than five percent of the Company's Common Stock is a party adverse to the Company or has a material interest adverse to the Company in any proceeding. ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS. None. ITEM 3. DEFAULTS UPON SENIOR SECURITIES. Not applicable. ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS. Not applicable. ITEM 5. OTHER INFORMATION. Not applicable. ITEM 6. EXHIBITS (a) Exhibits. 31.1 Certification of our Principal Executive Officer and Principal Financial and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32.1 Certification of our Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350) 16 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. Date: August 14, 2009 By: /s/ S. Matthew Schultz By: /s/ Jason F. Griffith ---------------------- ------------------------- S. Matthew Schultz Jason F. Griffith Chief Executive Officer, Chief Financial Officer and Principal Executive Officer and Principal Accounting Officer 17 EX-2 2 ex_31-1.txt EXHIBIT 31.1 EXHIBIT 31.1 CERTIFICATION BY CHIEF EXECUTIVE OFFICER PURSUANT TO RULE 13A-14(A)/15(D)-14(A) I, S. Matthew Schultz, certify that: 1.I have reviewed this quarterly report on Form 10-Q of Amerigo Energy, Inc. for the fiscal quarter ended June 30, 2009; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 6.I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2009 /s/ S. Matthew Schultz ---------------------- Chief Executive Officer (Principal Executive Officer) EX-3 3 ex_31-2.txt EXHIBIT 31.2 EXHIBIT 31.2 CERTIFICATION BY CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13A-14(A)/15(D)-14(A) I, Jason F. Griffith, certify that: 1.I have reviewed this quarterly report on Form 10-Q of Amerigo Energy, Inc. for the fiscal quarter ended June 30, 2009; 2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4.I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for registrant and have: a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5.I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. 6.I have indicated in this report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Date: August 14, 2009 /s/ Jason F. Griffith --------------------- Chief Financial Officer (Principal Financial Officer) EX-1 4 ex_32-1.txt EXHIBIT 32.1 EXHIBIT 32.1 CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Amerigo Energy, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2009 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), S. Matthew Schultz, Chief Executive Officer and Jason F. Griffith, Chief Financial Officer of the Company do certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to their knowledge: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. /s/ S. Matthew Schultz - ---------------------- Chief Executive Officer /s/ Jason F. Griffith - --------------------- Chief Financial Officer August 14, 2009 -----END PRIVACY-ENHANCED MESSAGE-----