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 ------------------------------------------------------------------- (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