0001227528-12-000020.txt : 20121119 0001227528-12-000020.hdr.sgml : 20121119 20121119154535 ACCESSION NUMBER: 0001227528-12-000020 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20120930 FILED AS OF DATE: 20121119 DATE AS OF CHANGE: 20121119 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: 121214541 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 agoe10q093012.txt AGOE 10Q 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: September 30, 2012 AMERIGO ENERGY, INC. (Exact name of small business issuer as specified in its charter) Delaware 20-3454263 ------ ---------- (State or other (I.R.S. Employer jurisdiction of incorporation Identification No.) or organization) 2580 Anthem Village Drive Henderson, NV 89052 _________________________________________________ (Address of principal executive offices) (Zip Code) (702) 399-9777 _________________________ (Issuer's telephone number) Indicate by check mark 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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T ({section}232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES [ ] NO[ ] Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [ ] (Do not check if a smaller reporting company) Smaller reporting company [X] 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 CORPORATE ISSUERS State the number of shares outstanding of each of the issuer's classes of common equity, as of the latest practicable date: 24,124,824 shares of common stock, $0.001 par value, as of November 19, 2012 TABLE OF CONTENTS ITEM 1. FINANCIAL STATEMENTS................................................3 CONSOLIDATED BALANCE SHEET................................................3 CONSOLIDATED STATEMENTS OF OPERATIONS.....................................4 CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT...........................5 CONSOLIDATED STATEMENTS OF CASH FLOWS.....................................6 NOTES TO FINANCIAL STATEMENTS.............................................7 ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 9 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK...........9 ITEM 4. CONTROLS AND PROCEDURES.............................................9 PART II - OTHER INFORMATION...................................................10 ITEM 1. LEGAL PROCEEDINGS...................................................10 ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS...........................10 ITEM 3. DEFAULTS UPON SENIOR SECURITIES.....................................10 ITEM 4. MINE SAFETY DISCLOSURES.............................................10 ITEM 5. OTHER INFORMATION...................................................11 ITEM 6. EXHIBITS............................................................11 SIGNATURES....................................................................12 PART I - FINANCIAL INFORMATION
AMERIGO ENERGY, INC BALANCE SHEETS As of As of September 30, December 31, 2012 2011 (Unaudited) ------------- ------------ ASSETS Current assets Cash $55 $16 ------------- ------------ Total current assets 55 16 Other Assets Deposits 950 950 ------------- ------------ Total other assets 950 950 ------------- ------------ Total assets $1,005 $966 ============= ============ LIABILITIES AND STOCKHOLDERS' (DEFICIT) Current liabilities Accounts payable and accrued liabilities $40,060 $39,604 Accounts payable - related party 109,405 18,215 Advances from related parties 16,077 16,077 Payroll liabilities 90,000 36,000 Accrued Interest - Related Parties 36,141 35,591 Judgement payable 120,000 120,000 ------------- ------------ Total current liabilities 411,683 265,487 ------------- ------------ Total liabilities 411,683 265,487 Stockholders' (deficit) Preferred stock (25,000,000 shares authorized & 500,000 shares outstanding at Sep. 30, 2012) 500 500 Common stock; $.001 par value; 100,000,000 shares authorized; 24,124,824 and 25,524,824 shares outstanding at Sep 30, 2012 and Dec 31 2011 respectively 24,124 25,524 Additional paid-in capital 15,441,512 15,440,612 Accumulated deficit (15,876,814) (15,731,157) ------------- ------------ Total stockholders' (deficit) (410,678) (264,521) ------------- ------------ Total liabilities and stockholders' (deficit) $1,005 $966 ============= ============ AMERIGO ENERGY, INC STATEMENTS OF OPERATION (UNAUDITED) Three Months Ended Nine Months Ended September 30, September 30, September 30, September 30, 2012 2011 2012 2011 ---------------------------- ------------------------------ Revenue Oil revenues $145 $1,839 $600 $22,748 Gas revenues 70 - 279 12,315 ---------- ----------- ----------- ----------- Total Revenue 215 1,839 878 35,063 Gross Profit 215 1,839 878 35,063 Operating expenses Lease operating expenses 81 2,325 346 23,814 Selling, general and administrative 1,114 3,989 4,315 17,058 Professional fees 48,614 43,500 141,325 247,000 Depreciation and amortization expense - 305 - 915 Depletion expense - 37 - 1,547 ---------- ----------- ----------- ----------- Total operating expenses 49,809 50,157 145,985 290,334 ---------- ----------- ----------- ----------- Loss from operations (49,594) (48,318) (145,107) (255,271) Other income (expenses): Interest expense (550) - (550) - Other expense - - - (157) Gain on extinguishment of debt - - - 6,331 ---------- ----------- ----------- ----------- Total other income (expenses) (550) - (550) 6,174 ---------- ----------- ----------- ----------- Loss before provision for income taxes (50,144) (48,318) (145,657) (249,097) Provision for income taxes - - - - Net loss $(50,144) $(48,318) $(145,657) $(249,097) ========== =========== ========== ========== Basic and diluted (loss) per common share (0.00) (0.00) (0.01) (0.01) ========== =========== ========== ========== Basic and diluted weighted average common shares outstanding 24,217,930 25,524,824 24,217,930 25,524,824 =========== =========== ========== ========== AMERIGO ENERGY, INC CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT (UNAUDITED) Common Stock Preferred Stock Paid-in Accumulated Stockholders' Shares Amount Shares Amount Capital Deficit Deficit -------------------- ----------------- --------- ----------- ------------- Balance, December 31, 2010 22,814,331 33,356 500,000 500 14,608,105 (15,429,712) (787,750) ========== ====== ======= ====== ========== ============ ============ Shares issued to settle debts 9,141,216 9,141 459,739 468,880 Shares issued for consulting services 2,000,000 2,000 78,000 80,000 Shares issued for previously purchased oil interest 69,277 70 70 Settlement of shares issued to Granite Energy (8,500,000) (8,500) 8,500 - Settlement of debts to related parties 220,723 220,723 Warrants issued 55,000 55,000 Adjustment to common stock account (10,543) 10,543 Rounding error 2 1 Net loss (301,445) (301,445) Balance, December 31, 2011 25,524,824 $25,524 500,000 $500 $15,440,612 $(15,731,157) $(264,521) ========== ====== ======= ====== ========== ============ ============ Shares issued for services 100,000 100 900 1,000 Repurchase and retirement of shares (1,500,000) (1,500) (1,500) Net loss (145,657) (145,657) Balance, September 30, 2012 24,124,824 $24,124 500,000 $500 $15,441,512 $(15,876,814) $(410,678) ========== ====== ======= ====== ========== ============ ============ AMERIGO ENERGY, INC CONSOLIDATED STATEMENTS OF CASH FLOW (UNAUDITED) 9 MONTHS 9 MONTHS ENDED ENDED September 30, September 30, 2012 2012 ------------- -------------- Cash flows from operating activities: Net loss $(145,657) $(187,865) Adjustments to reconcile net loss to net cash used by operating activities: Stock issued for services / settle debt 1,000 147,979 Stock issued for oil interest 69 Debts settled with oil interest (2,988) Depletion, depreciation and amortization 610 Increase in accounts receivable 12,416 Increase / (decrease) in accounts payable 456 (8,154) Increase / (decrease) in accounts payable - related party 26,988 Increase / (decrease) in advances from related parties 91,739 (321) Increase / (decrease) in accrued payroll 54,000 11,322 Rounding error 1 - ------------- -------------- Net cash Provided by operating activities 1,539 56 Cash flows from investing activities: Sale of oil and gas interests - 35 ------------- -------------- Net cash provided by investing activities $- $35 Cash flows from financing activities: Repurchase and retirement of shares (1,500) ------------- -------------- Net cash used by financing activities $(1,500) $- ------------- -------------- Net increase in cash 39 91 Cash, beginning of period 16 372 ------------- -------------- Cash, end of period $55 $463 ============= ============== Cash paid for interest $- $- ============= ============== Cash paid for taxes $- $- ============= ============== Supplementary cash flow information: Stock issued for services $1,000 $- Oil interest used to settle debts $- $(8,099)
AMERIGO ENERGY, INC. NOTES TO FINANCIAL STATEMENTS (UNAUDITED) NOTE 1 - BASIS OF PRESENTATION The interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading. These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2011 and notes thereto included in the Company's Form 10-K. The Company follows the same accounting policies in the preparation of interim reports. Results of operations for the interim periods are not indicative of annual results. Recent pronouncements: The Company's management has reviewed all of the FASB's Accounting Standard Updates through September 30, 2012 and has concluded that none will have a material impact on the Company's financial statements. Management does not believe that any other recently issued but not yet effective accounting pronouncements, if adopted, would have an effect on the accompanying consolidated financial statements. Going Concern The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred cumulative net losses of approximately $15,876,814 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. The financial statements of the Company do not include any adjustments that may result from the outcome of these aforementioned uncertainties. NOTE 2 - OIL AND GAS LEASES DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2012: For the nine months ended September 30, 2012, the Company generated revenues on producing oil and gas properties in the amount of $879. For the nine months ended September 30, 2011, the Company generated revenues on producing oil and gas properties in the amount of $35,063. The depletion expense for the nine months ended September 30, 2012, and 2011 was $0 and $1,547 respectively. NOTE 3 - STOCKHOLDERS' DEFICIT As of September 30, 2012, there were 24,124,824 shares of common stock outstanding and 500,000 preferred shares outstanding. DURING THE NINE MONTHS ENDED SEPTEMBER 30, 2012, THE COMPANY ISSUED COMMON STOCK AS FOLLOWS: During the nine months ended September 30, 2012, the company issued 100,000 shares of common stock to a consultant for services rendered valued at $1,000. During the nine months ended September 30, 2012, the company entered into a buyback agreement with a shareholder. The company agreed to buy back 1,500,000 shares for a purchase price of $1,500. These shares were cancelled with the transfer agent and are no longer outstanding. During the period ending September 30, 2012, the CEO of the company acquired in a private transaction the balance of shares of preferred A stock. As of September 30, 2012, the CEO owns 500,000 shares of preferred stock, which make up 100% of the preferred stock issued and outstanding. NOTE 4 - RELATED PARTY TRANSACTIONS As of September 30, 2012, the Company had $90,000 in accrued payroll payable to the Company's current officer. The Company has a consulting agreement with a firm controlled by the Company's Chief Financial Officer for a fee of $3,500 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 $109,405 as of September 30, 2012 which is included as part of Accounts payable - related party in the accompanying financial statements. During the nine months ended September 30, 2012 the company entered into a loan agreement with Franklin Griffith and Associates. The company agreed to borrow $8,605 in order to pay down debts on the company's books. The terms of this loan state that the loan due in full within 90 days and the loan will accrue interest at a rate of 20% annually. During the period ending September 30, 2012, the CEO of the company acquired in a private transaction the balance of shares of preferred A stock. As of September 30, 2012, the CEO owns 500,000 shares of preferred stock, which make up 100% of the preferred stock issued and outstanding. NOTE 5 - SUBSEQUENT EVENTS The Company has evaluated subsequent events through November 19, 2012, the date which it has made its financial statements available, and has identified no significant reportable events through that date. 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. The company's website address is http://www.amerigoenergy.com; however, the site has recently come down and is being revamped to account for the updates to the company's business plan. 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. 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, 2011, as filed with the Securities and Exchange Commission on April 16, 2012. 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 three months ended September 30, 2012 the company generated revenues on producing oil and gas properties in the amount of $215. For the three months ended September 30, 2011 the company generated $1,839 in revenues from producing oil and gas properties. For the nine months ended September 30, 2012, the Company generated revenues on producing oil and gas properties in the amount of $879. For the nine months ended September 30, 2011, the Company generated revenues on producing oil and gas properties in the amount of $35,063. OPERATING EXPENSES THREE MONTHS ENDED Lease Operating - Lease operating expense for the three months ended September 30, 2012 totaled $81 as compared to $2,325 for the three months ended September 30, 2011. The decrease is directly related to the decrease in interest the Company holds. General and Administrative - General and administrative expenses were $1,114 for the three months ended September 30, 2012, compared to $3,989 for the three months ended September 30, 2011. Professional Fees - Professional fees for the three months ended September 30, 2012 were $48,614 as compared to $43,500 for the three months ended September 30, 2011. The increase was related to the increased use of consultants. Depreciation, Amortization, and Depletion - Depreciation and amortization expenses were $0 for the three months ended September 30, 2012 compared to $305 for the three months ended September 30, 2011. The decrease is directly related to the write off of all depreciable and amortizable assets at year end 2011. Depletion expenses were $0 for the three months ended September 30, 2012 compared to $37 in depletion expenses for the three months ended September 30, 2011 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 oil and gas properties. The decrease is directly related to the decrease in interest the company holds in producing oil and gas properties. NINE MONTHS ENDED Lease Operating - Lease operating expense for the nine months ended September 30, 2012 totaled $346 as compared to $23,814 for the nine months ended September 30, 2011. The decrease is directly related to the decrease in interest the Company holds. General and Administrative - General and administrative expenses were $4,315 for the nine months ended September 30, 2012, compared to $17,058 for the nine months ended September 30, 2011. Professional Fees - Professional fees for the nine months ended September 30, 2012 were $141,325 as compared to $247,000 for the nine months ended September 30, 2011. The decrease was related to the decreased use of consultants. Depreciation, Amortization, and Depletion - Depreciation and amortization expenses were $0 for the nine months ended September 30, 2012 compared to $915 for the nine months ended September 30, 2011. The decrease is directly related to the write off of all depreciable and amortizable assets at year end 2011. Depletion expenses were $0 for the nine months ended September 30, 2012 compared to $1,547 in depletion expenses for the nine months ended September 30, 2011 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 oil and gas properties. The decrease is directly related to the decrease in interest the company holds in producing oil and gas properties. OTHER INCOME AND EXPENSES THREE MONTHS ENDED Interest Expense - Interest expense for the three months ended September 30, 2012 totaled $550 as compared to $0 for the three months ended September 30, 2011. The increase is directly related to the increased use of loans in order to fund operations. NINE MONTHS ENDED Interest Expense - Interest expense for the nine months ended September 30, 2012 totaled $550 as compared to $0 for the nine months ended September 30, 2011. The increase is directly related to the increased use of loans in order to fund operations. Other Expense - Other expenses were $0 for the nine months ended September 30, 2012, compared to $157 for the nine months ended September 30, 2011. Gain on Extinguishment of Debt - Gain on Extinguishment of Debt for the nine months ended September 30, 2012 were $0 as compared to $6,331 for the nine months ended September 30, 2011. The decrease was related to the decrease in settlement of debts. NET LOSS ATTRIBUTABLE TO COMMON STOCK The company realized a net loss of $50,144 for the three months ended September 30, 2012, compared to a net loss of $48,318 for the three months ended September 30, 2011, an increase of $1,826. The increase in net loss is partially attributable to an increased use of consultants as compared to the three months ended September 30, 2011. The company realized a net loss of $145,657 for the nine months ended September 30, 2012, compared to a net loss of $249,097 for the nine months ended September 30, 2011, a decrease of $103,440. The decrease in net loss is partially attributable to a decrease selling general and administrative expenses and depletion expense as compared to the nine months ended September 30, 2011. LIQUIDITY AND CAPITAL RESOURCES At September 30, 2012, we had cash in the amount of $55 and a working capital deficit of $411,628. In addition, our stockholders' deficit was $410,678 at September 30, 2012. Our accumulated deficit increased from $15,731,157 at December 31, 2011 to $15,876,814 at September 30, 2012. Our operations provided net cash of $1,539 during the nine months ended September 30, 2012, compared to earning net cash of $56 during the nine months ended September 30, 2011, an increase of $1,483. Net cash provided by investing activities was $0 for the nine months ended September 30, 2012, compared to providing net cash of $35 for the nine months ended September 30, 2011. Our financing activities used net cash of $1,500 during the nine months ended September 30, 2012, compared to using net cash of $0 during the nine month ended September 30, 2011. 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 September 30, 2012, the end of the period covered by this Quarterly Report on Form 10-Q. This evaluation was undertaken by our Chief Executive Officer and Chief Financial Officer, Jason F. Griffith. Mr. Griffith serves as our principal executive officer and 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. 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 September 30, 2012, 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. Amerigo has signed an agreement with the individual to acquire his interest in certain oil and gas leases for $120,000, payable at $10,000 per month starting April 1, 2010, with subsequent payments due on the 1st of each month. The term of the note is One (1) year. The Company is offered a prepayment discount if the Company pays $100,000 on or before Tuesday, June 1, 2010. Upon final payment and settlement of the note, the individual will return all shares of stock (with properly executed stock power) that he individual holds of Granite Energy and / or Amerigo Energy, along with his entire interest in the Kunkel lease, which is 3.20% working interest (2.54% net revenue interest), as well as his ownership in what is know as the 4 Well Program (0.325% working interest, 0.2438% net revenue interest). The company has not kept current with the agreement and the individuals promissory note has now been escalated to a judgment against the company. As of the date of this filing, terms of settling the judgment have not been resolved despite efforts of the judgment holder to collect the amount owed. As of September 30, 2012, other than the lawsuit disclosed in the previous paragraphs, 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. MINE SAFETY DISCLOSURES Not applicable. ITEM 5. OTHER INFORMATION. Effective July 23, 2012, the Company had its stock quotation under the symbol "AGOE" deleted from the OTC Bulletin Board (the "OTCBB"). The symbol was deleted for factors beyond the Company's control due to various market makers electing to shift their orders from the OTCBB. As a result of not having a sufficient number of market makers providing quotes on the Company's common stock on the OTCBB for four consecutive days, the Company was deemed to be deficient in maintaining a listing standard at the OTCBB pursuant to Rule 15c2-11. That determination was made entirely without the Company's knowledge. The Company's common stock is now listed for quotation on the OTCQB under the symbol "AGOE". 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) 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: November 19, 2012 By: /s/ Jason F. Griffith --------------------- Jason F. Griffith Chief Executive Officer, and Chief Financial Officer EX-31 2 agoeex_31-1v2.txt AGOE EX-31 EXHIBIT 31.1 CERTIFICATION BY CHIEF EXECUTIVE 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 September 30, 2012; 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: November 19, 2012 By: /s/ Jason F. Griffith --------------------- Jason F. Griffith Chief Executive Officer, and Chief Financial Officer EX-32 3 agoeex_32-1v2.txt AGOE EX-32 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 September 30, 2012 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), Jason F. Griffith, Chief Executive Officer and 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/ Jason F. Griffith Chief Executive Officer Chief Financial Officer November 19, 2012