0001227528-11-000003.txt : 20110318
0001227528-11-000003.hdr.sgml : 20110318
20110318112746
ACCESSION NUMBER: 0001227528-11-000003
CONFORMED SUBMISSION TYPE: 8-K
PUBLIC DOCUMENT COUNT: 4
CONFORMED PERIOD OF REPORT: 20110317
ITEM INFORMATION: Changes in Registrant's Certifying Accountant
ITEM INFORMATION: Other Events
ITEM INFORMATION: Financial Statements and Exhibits
FILED AS OF DATE: 20110318
DATE AS OF CHANGE: 20110318
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: 8-K
SEC ACT: 1934 Act
SEC FILE NUMBER: 000-09047
FILM NUMBER: 11697331
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
8-K
1
aego8k031711.txt
AMERIGO, 8K
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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): March 16, 2011
Amerigo Energy, Inc.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 000-09047 20-3454263
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2580 Anthem Village Dr., 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))
INTRODUCTORY NOTE:
Amerigo Energy, Inc. (the "Company") was advised by the Staff of the U.S.
Securities & Exchange Commission that the Public Company Accounting Oversight
Board ("PCAOB") registration of the Company's former independent accountant,
Larry O'Donnell, CPA, P.C., had been revoked effective December 14, 2010. See
http://pcaobus.org/Enforcement/Adjudicated/Documents/Larry_O_Donnell.pdf. The
Staff advised us that, because of the license revocation, we may not include
any audit report prepared by Larry O'Donnell, CPA, P.C. in any filings with the
Commission. The Staff advised the Company to report this information in Form 8-
K, Item 4.01, and we hereby do so.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective December 14, 2010, the company's prior auditor, Larry O'Donnell, CPA,
P.C. registration with the Securities and Exchange Commission was revoked, and
that the Company is no longer able to include any audit report prepared by
Larry O'Donnell, CPA, P.C. in its filings with the Commission. The company has
thus dismissed Larry O'Donnell, CPA, P.C. as the auditor of record.
On or about March 15, 2011, we retained the firm of Seale and Beers, LLC to
review all interim period financial statements going forward and audit our
financial statements for the years ending December 31, 2008, 2009 and 2010.Such
change in accountant was approved by the Company's board of directors. At no
time prior to our retention of Seale and Beers, LLC, did we, or anyone on our
behalf, consult with Seale and Beers, LLC regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements.
The reports of our prior certifying accountant, Larry O'Donnell, PC, on our
financial statements as of and for the years ended December 31, 2009 and 2008
did not contain an adverse opinion or a disclaimer of opinion nor were
qualified or modified as to uncertainty, audit scope, or accounting principles,
however, such opinions expressed concerns that, in connection with the
Company's lack of significant revenues, there existed a substantial doubt that
the Company would be able to continue as a going concern.
Other than discussed above, in connection with the audits of our most recent
two years ended December 31, 2009 and 2008 and the subsequent interim periods
up to their dismissal, there were no other disagreements between Larry
O'Donnell, PC and us on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures, nor any
advisement of reportable events that, if not resolved to the satisfaction of
Larry O'Donnell, PC would have caused Larry O'Donnell, PC to make reference to
the subject matter of the disagreement or reportable events in connection with
its reports on our financial statements for such years.
We have provided a copy of this Report on Form 8-K to Larry O'Donnell, PC and
have requested that they provide us with a letter addressed to the SEC stating
whether they agree with the statements made by us in response to this item.
SECTION 8 - OTHER EVENTS
ITEM 8.01. OTHER EVENTS.
The company issued three press releases to update the shareholders on the status
of the company. Those releases are attached to this Form 8-K as exhibits.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Ex. 1 - Press release announcing company update
Ex. 2 - Press release announcing due diligence for potential acquisition
Ex. 3 - Press release announcing change in auditor
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AMERIGO ENERGY, INC.
(Registrant)
Date: March 17, 2011
By: /s/ Jason F. Griffith
--------------------------
Jason F. Griffith
Its:Chief Executive Officer,
Chief Financial Officer and Director
EX-1
2
aego8k7pr031711.txt
AMERIGO, PRESS RELEASE
AMERIGO ENERGY SHAREHOLDER UPDATE
MANAGEMENT EVALUATING POSSIBLE MERGER OR ACQUISITION CANDIDATES
PRESS RELEASE Source: Amerigo Energy, Inc. On Monday March 7, 2011, 6:00 am EST
HENDERSON, Nev., March 7, 2011 /PRNewswire/ -- Amerigo Energy, Inc. ("The
Company") (OTC Bulletin Board:AGOE.ob - News) provided the following brief
update for its shareholders.
Due to the dismal performance from the company's oil and gas properties,
Amerigo's management is currently evaluating multiple opportunities to increase
shareholder value. The potential merger and/or acquisition candidates are from
industries outside of the energy sector.
Jason Griffith, Amerigo Energy's Chief Executive Officer, stated: "With our
Oklahoma and Texas properties underperforming, we feel that the timing is
critical to infuse additional asset value to the company to benefit our
shareholders. Of paramount importance to me is to assure that we have no
intention to recapitalize the company through a reverse split. I am committed
to protect the current investors from any transaction that would further
restrict liquidity or investment performance."
While the company is performing due diligence on possible partners, we are not
yet at the stage that a letter of intent or contract is warranted. Further
developments will be announced as the situation changes.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995 Statements in this press release relating to plans, strategies, economic
performance and trends, projections of results of specific activities or
investments, and other statements that are not descriptions of historical facts
may be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward- looking
information is inherently subject to risks and uncertainties, and actual
results could differ materially from those currently anticipated due to a
number of factors, which include, but are not limited to, risk factors inherent
in doing business. Forward-looking statements may be identified by terms such
as "may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "forecasts," "potential,"
or "continue," or similar terms or the negative of these terms. 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. The company has no obligation to update these forward- looking
statements.
For more information please contact:
Jason Griffith
702-399-9777
EX-2
3
aego8k16pr031711.txt
AMERIGO, PRESS RELEASE
AMERIGO ENERGY PROVIDES ACQUISITION UPDATE
SEVEN DAY DUE DILIGENCE PROCESS SLATED TO BEGIN THIS WEEK
PRESS RELEASE Source: Amerigo Energy, Inc. On Wednesday March 16, 2011, 6:00 am
EDT
HENDERSON, Nev., March 16, 2011 /PRNewswire/ -- Amerigo Energy, Inc. "The
Company" (OTC Bulletin Board:AGOE.ob - News), provided the following
information regarding it's anticipated merger/acquisition. If an agreement can
be reached, the company expects to announce a letter of intent detailing the
terms by March 24, 2011.
The company has entered into a due diligence period with two potential
candidates for the purposes of merger or acquisition. The companies are both
involved in consumer products and technology.
"We are thrilled to have identified two potential partners to further our
negotiations for acquisition. Either of the aforementioned candidates will
dramatically enhance the value for our existing shareholders while keeping
dilution to a minimum. I remain steadfast on the point of completing this
transaction without a reverse split or any recapitalization that might
negatively impact share price or liquidity. We feel the candidates we are
working with provide the best opportunity for our current and future
investors," stated Jason Griffith, Amerigo Energy's Chief Executive Officer.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995 Statements in this press release relating to plans, strategies, economic
performance and trends, projections of results of specific activities or
investments, and other statements that are not descriptions of historical facts
may be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward- looking
information is inherently subject to risks and uncertainties, and actual
results could differ materially from those currently anticipated due to a
number of factors, which include, but are not limited to, risk factors inherent
in doing business. Forward-looking statements may be identified by terms such
as "may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "forecasts," "potential,"
or "continue," or similar terms or the negative of these terms. 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. The company has no obligation to update these forward-looking
statements.
For more information please contact:
Jason Griffith
702-399-9777
EX-3
4
aegoik18pr031711.txt
AMERIGO, PRESS RELEASE
AMERIGO ENERGY ANNOUNCES NEW CERTIFYING ACCOUNTANTS
Vegas Firm Brings E-Commerce Expertise.
HENDERSON, Nevada, March 18, 2011, - Amerigo Energy, Inc. "The Company" (OTCBB:
AGOE), today announced that it has retained the Las Vegas, Nevada based
independently registered accounting firm of Seale and Beers, LLC to review all
interim period financial statements and audit financial statements for the
years ending December 31, 2008 through 2010. Seale and Beers, LLC is a PCAOB,
(Public Company Accounting Oversight Board) member firm whose partners have
extensive SEC experience, and bring expertise in the E-commerce sector.
As we move the company toward our previously announced acquisition, the board
sought a firm that would complement the new direction and assist us in
providing transparency to our shareholders. Seale and Beers, LLC fit all of
the criteria that AGOE had outlined in its search. For more information
regarding Seale and Beers, LLC., please visit their website at
www.sealebeers.com. The company is filing a Form 8K with the Securities and
Exchange Commission concurrent with this press release detailing this
engagement.
"Safe Harbor" Statement under the Private Securities Litigation Reform Act of
1995 Statements in this press release relating to plans, strategies, economic
performance and trends, projections of results of specific activities or
investments, and other statements that are not descriptions of historical facts
may be forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. Forward- looking
information is inherently subject to risks and uncertainties, and actual
results could differ materially from those currently anticipated due to a
number of factors, which include, but are not limited to, risk factors inherent
in doing business. Forward-looking statements may be identified by terms such
as "may," "will," "should," "could," "expects," "plans," "intends,"
"anticipates," "believes," "estimates," "predicts," "forecasts," "potential,"
or "continue," or similar terms or the negative of these terms. 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. The company has no obligation to update these forward- looking
statements.
For more information please contact:
Jason Griffith
702-399-9777