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 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
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       (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Larry  O'Donnell, CPA, P.C., had been revoked effective December 14, 2010.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.

We have been unable to get a response from Mr. O'Donnell at such time that we do
we will file an amended 8K to indicate his response.


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 - previously filed with original
Form 8K

Ex. 2 -  Press  release  announcing due  diligence for  potential  acquisition -
previously filed with original Form 8K

Ex. 3 -  Press  release  announcing change in  auditor - previously  filed  with
original Form 8K


                                  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 28, 2011
	By: /s/ Jason F. Griffith
	--------------------------
	Jason F. Griffith
	Its:Chief Executive Officer,
	Chief Financial Officer and Director

CORRESP

April 29, 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. Amended 8K updated to note we have been unable to get a response.

Item 4.02 Form 8-K Filed March 29, 2011

   2. We  note the revised disclosure to your filing and  reissue  comment  two
      from our letter dated April 1, 2011. "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."  Please  explicitly state whether you intend to restate your
      financial statements for  the  fiscal  year ended December 31, 2008 along
      with your 2009 and 2010 quarterly financial statements.
           a. We have updated our filing to include  this  information.  We are
              going to work with our auditor to determine a  timeline for us to
              be  able  to complete this as fast as possible. As  we  discussed
              with your office  this  morning,  our  intent is to submit formal
              request to allow us to file a comprehensive  filing including all
              information from prior years being restated.

   3. We note your response to our prior comment four and the related revisions
      to  your filing.  We reissue our comment four "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. We have updated our filing to include this information.


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 28, 2011
By: /s/ Jason F. Griffith
-------------------------
Jason F. Griffith
Its:Chief Executive Officer,
Chief Financial Officer and Director