8-K/A

                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                 Form 8-K/A

                                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 21, 2011
                         Amerigo Energy, Inc.
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           (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
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       (Address of principal executive offices)            (Zip Code)

Registrant's telephone number, including area code:      702-399-9777

                               Not Applicable
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       (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))






ITEM 4.02  NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS  OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.

      On  March  21,  2011, management and the Audit Committee of the Board  of
Directors of Amerigo Energy,  Inc.  (the "Company") determined, in consultation
with  the  Company's  full  Board  of Directors,  that  the  Company's  audited
financial statements in the Annual Report  on  Form 10-K  for  the period ended
December 31, 2009 contain a valuation error and, therefore, should no longer be
relied upon.

      Management  has  determined, as well as hindsight lends to confirm,  that
the assets purchased during 2008 should have been impaired and/or recorded at a
lesser  amount.   Previously,  the  assets  were  recorded  in  2008  and  then
subsequently written down in 2009 and 2010.  The 2009 financials had originally
taken an impairment charge of $11,458,542, whereas the majority of this relates
to assets purchased  in  2008,  thus  the 2008 values at year end have now been
adjusted to reflect this.  We anticipate  filing the restated 2009 numbers with
our 2010 Annual Report on April 15, 2011. We  anticipate  filing  amended  2009
annual reports within 30 days of filing our 2010 annual report.

      Management and certifying officers carefully considered the effect of the
material  error  that was identified and determined that it would be beneficial
to adjust and restate the valuation of assets that were recorded in 2008.

      The Company's  management  and Audit Committee have discussed this matter
with  Seale  and  Beers,  LLC,  the  Company's  independent  registered  public
accounting firm.


                                  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:  April 14, 2011
	By: /s/ Jason F. Griffith
	--------------------------
	Jason F. Griffith
	Its:Chief Executive Officer,
	Chief Financial Officer and Director

CORRESP

April 5, 2011


BY FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, Mail Stop 7010
Washington, DC 20549
Attn:  Ethan Horowitz and Suying Li

RE:   Amerigo Energy, Inc.
-    Form 8-K Filed March 18, 2011
-  Form 8-K/A Filed March 29, 2011
-  Form 8-K Filed March 29, 2011

Dear Mr. Horowitz and Ms. Li:

      On  behalf of registrant, Amerigo Energy, Inc., we hereby respond to your
comment letter of April 1, 2011 in the same sequence in which your comments are
noted.

Item 4.01 Form 8-K/A Filed March 29, 2011

   1. Please  obtain  and file a letter from your former independent accountant
      stating whether they  agree  with  your  Item  304 disclosures, or to the
      extent to which the accountant does not agree. Refer to Item 304(a)(3) of
      Regulation S-K.
           a. We  have  attempted  to  contact  our  previous   auditor,  Larry
              O'Donnell, to obtain and file a letter stating whether  he agrees
              with our disclosures but we have not been successful in doing so.

Item 4.02 Form 8-K Filed March 29, 2011

   2. You  disclose  that  you  determined  it  is  necessary  to  restate your
      financial  statements  for  the  fiscal  year ended December 31, 2009  to
      correct a valuation error in recording certain  assets  acquired in 2008.
      Please  tell  us why you do not believe that it is necessary  to  restate
      your financial  statements  for  the  fiscal year ended December 31, 2008
      along with your 2009 and 2010 quarterly financial statements.
           a. We plan on filing our 2010 10-K  with  restated  2009  numbers by
              April 15, 2011. Pursuant to our conversation with Ms. Li on April
              4, 2011 we will be filing our amended 2009 10-K 30 days after our
              2010 10-K.
           b. We have updated our filing to include this information.

   3. We  note  that you intend to file your restated financial statements  for
      the fiscal  year  ended  December  31, 2009 with your 2010 annual report.
      Please amend your filing to disclose  the  date  you  intend  to file the
      restated financial statements.
           a. We  plan on filing our 2010 annual report which will include  our
              restated  2009  numbers  by  April  15, 2011. We have amended our
              filing to include this information.

   4. Please tell us how your certifying officers have considered the effect of
      the material error you have identified on the adequacy of your disclosure
      controls and procedures and internal controls over financial reporting as
      of the end of the periods you have covered by  the  financial  statements
      that you intend to restate and as of the end of your current fiscal year.
           a. Management  and  certifying  officers  carefully  considered  the
              effect  of the material error that was identified and  determined
              that it would  be  beneficial to adjust and restate the valuation
              of assets that were recorded in 2008.

   5. We note you filed an Item 4.02  Form  8-K  on March 29, 2011 for an event
      which occurred on March 21, 2011. The filing  requirements  for item 4.02
      are within four business days after the occurrence of a triggering event.
      Please  ensure  that  future filings comply with this filing requirement.
      Refer  to  the  guidance at  release  33-8400,  which  may  be  found  at
      http://www.sec.gov/rules/final/33-8400.htm.
           a. We have updated  our procedures to ensure that all of our filings
              follow the requirements laid out by the SEC.

In addition, the Company acknowledges that:
the Company is responsible for the  adequacy  and accuracy of the disclosure in
the  filing;  staff  comments or changes to disclosure  in  response  to  staff
comments do not foreclose the Commission from taking any action with respect to
the filing; and the company  may  not assert staff comments as a defense in any
proceeding  initiated  by  the Commission  or  any  person  under  the  federal
securities laws of the United States.


Date: April 14, 2011
By: /s/ Jason F. Griffith
Jason F. Griffith
Its:Chief Executive Officer, Chief Financial Officer and Director