0001227528-13-000002.txt : 20130213 0001227528-13-000002.hdr.sgml : 20130213 20130213095741 ACCESSION NUMBER: 0001227528-13-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20130213 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20130213 DATE AS OF CHANGE: 20130213 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: 13600078 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 aego8k021313.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): February 12, 2013 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)) 1 TABLE OF CONTENTS ITEM NO. DESCRIPTION OF ITEM PAGE NO. Item 8.01 Other Events 2 Item 9.01 Financial Statements and Exhibits 3 ITEM 8.01 OTHER EVENTS On February 12, 2013, the Company entered into a letter of intent with Le Flav Spirits, LLC, for the acquisition of its assets and intellectual property. A copy of the letter of intent is attached to this filing. Le FLAV Spirits, LLC is the entity which controls the assets, trademarks, contracts, formulas, licenses, existing inventory and rights to the "Le FLAV" spirits brands. This is to include Le FLAV Brooklyn Iced Tea, Chateau Le FLAV, Le FLAV Cocktails, Le FLAV Cognacs, Le FLAV Super Premium Vodka & Flavored Vodkas and all flavors currently in production and contemplated. The Company anticipates completing the acquisition agreement within fourteen (14) business days. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS. 16.1 Copy of press release filed February 13, 2013. 16.2 Copy of letter intent, dated February 12, 2013. 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. Date: February 13, 2013 Amerigo Energy, Inc By: /s/ Jason F. Griffith, CPA Chief Executive Officer EX-16 2 aego8k021313pr_16-1.txt PRESS RELEASE AMERIGO ENERGY SIGNS LETTER OF INTENT TO ACQUIRE FLAVOR FLAV'S LINE OF SPIRITS. "LEFLAV{reg-trade-mark} SPIRITS" LETTER OF INTENT TO PROVIDE SHAREHOLDERS WITH INCREASED VALUE PRESS RELEASE Source: Amerigo Energy, Inc. On Tuesday, February 13, 6:00 am EDT HENDERSON, Nev., February 13, 2013 /PRNewswire/ -- Amerigo Energy, Inc. "The Company" (OTC Bulletin Board:AGOE.ob - News), announced the execution of a letter of intent with Le FLAV Spirits, LLC for the acquisition of its assets and intellectual property. The details of the letter of intent are being filed with the Securities and Exchange Commission, concurrent with this press release. Le FLAV Spirits, LLC is the entity which controls the assets, trademarks, contracts, formulas, licenses, existing inventory and rights to the "Le FLAV{reg-trade-mark}" spirits brands. This is to include Le FLAV{reg-trade-mark} Brooklyn Iced Tea, Chateau Le FLAV{reg-trade-mark}, Le FLAV{reg-trade-mark} Cocktails, Le FLAV{reg-trade-mark} Cognacs, Le FLAV{reg-trade-mark} Super Premium Vodka & Flavored Vodkas and all flavors currently in production and contemplated. Anthony Capomaccio, the company's co-founder stated "Flavor Flav's global recognition and the continued growth in the market for spirits is exciting for the prospects for the company." Mr. Capomaccio's background includes launching other liquor brands, having strong relationships with liquor distributors and liquor retailers as well as tremendous ties in the nightclub industry. He continued "We have been discussing the idea of going public for almost a year and see this as a win-win for Flavor Flav and the brand as this will provide additional opportunities for everyone." Le FLAV{reg-trade-mark} Spirits is a spirits brand with vodkas, cognacs, tequila and other premium alcoholic beverages. The company specializes in the marketing and distribution of premium alcoholic and beverages with an emphasis on utilizing and leveraging our association with an iconic entertainer and celebrity, Flavor Flav. The company anticipates with increased cash payments, stock bonuses and licensing compensation to Flavor Flav, that he will be "on tour" doing appearances and bottle signings all over the country. "We are pleased to have the opportunity to acquire these assets as the brand offers multiple revenue generating opportunities. This initiative additionally offers excellent secondary opportunities for acquisition of additional brands. We believe the addition of Le FLAV{reg-trade-mark} Spirits to our company will provide shareholder value and give the liquor brand the ability to launch globally." stated Jason Griffith, Amerigo Energy's Chief Executive Officer. The letter of intent also indicated the intent of the company to change its name in the near future to Le FLAV Spirits, LTD. More information is available at www.leflav.com and the EDGAR database on www.sec.gov "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-16 3 aego8k021313loi_16-2.txt LETTER OF INTENT SUMMARY OF TERMS FOR THE ACQUISITION OF ASSETS OF LE FLAV SPIRITS, LLC FROM AMERIGO ENERGY, INC. THIS MEMORANDUM SUMMARIZES THE PRINCIPAL TERMS OF THE PROPOSED ACQUISITION OF ASSETS OF LE FLAV SPIRITS, LLC. THIS TERM SHEET IS FOR DISCUSSION PURPOSES ONLY; THERE IS NO OBLIGATION ON THE PART OF ANY NEGOTIATING PARTY UNTIL A DEFINITIVE PURCHASE AGREEMENT IS SIGNED BY ALL PARTIES. THIS TERM SHEET IS SUBJECT TO THE SATISFACTORY COMPLETION OF DUE DILIGENCE. THIS TERM SHEET DOES NOT CONSTITUTE EITHER AN OFFER TO SELL OR AN OFFER TO PURCHASE SECURITIES. Assets to be Acquired: Amerigo Energy, Inc.(The Company) to acquire all assets, trademarks, contracts, formulas, licenses, existing inventory and rights to the "Le FLAV{reg-trade-mark}" spirits brands. This is to include Le FLAV{reg-trade-mark} Brooklyn Iced Tea, Chateau Le FLAV{reg-trade-mark}, Le FLAV{reg-trade-mark} Cocktails, Le FLAV{reg-trade-mark} Cognacs, Le FLAV{reg-trade-mark} Super Premium Vodka and Flavored Vodkas and all flavors currently in production and contemplated. Total consideration: The consideration for the purchased assets shall be in the form of a promissory note, common shares of stock, and warrants allowing Le FLAV Spirits, LLC to purchase additional shares of stock in the future. The promissory note to bear interest at 8% annualized with principal payments equal to $1.00 per bottle sold, paid quarterly. Prepayment of $25,000 principal payment due 10 days after execution of the letter of intent. Option of the note holder to defer per bottle payments in lieu of receipt of shares. Board position: Le FLAV Spirits, LLC can nominate up to two (2) people for a Board position on the company. There is currently only one (1) person on the Board so Le FLAV Spirits, LLC will have majority of Board seats. Fundraising: Amerigo Energy, Inc. anticipates filing a form S-1 Registration Statement for the sale of three million (3,000,000) shares of stock at a price of $3.00 per share within ninety (90) days (subject to new Board approval). Proceeds to be used concurrent with the business plan Amerigo received from Le FLAV Spirits, LLC. Anticipated Symbol: Concurrent with the fundraising, the company will make best efforts to have the name changed to Le FLAV Spirits, LTD within thirty (30) days and stock symbol changed to a more suitable name relevant to the spirits brand. (FLAV if possible) Listing: The Company will complete best efforts to be listed on a National Exchange (i.e.Nasdaq) within twelve months; however, Le FLAV Spirits, LLC acknowledges no guarantees as it relates to the ability of the company to achieve the listing requirements or approval for listing. Indemnity: Le FLAV Spirits, LLC shall indemnify for any and all pre-closing Company obligations outside the ordinary course of business. Reps and Warranties: Amerigo Energy, Inc. and Le FLAV Spirits, LLC will provide customary representations and warranties for a transaction of this type. Anticipated Date The parties anticipate the closing of the of Closing: acquisition of the assets will occur on or before 14 days from execution of this letter of intent. Confidentiality: Le FLAV Spirts, LLC and Amerigo Energy, Inc. shall not disclose the terms of this summary of terms to any person or entity (other than officers or directors of the Company for the sole purpose of obtaining any required waivers or consents, or other than its attorney's, agents, employees and consultants). Le FLAV Spirits, LLC acknowledges the Purchaser is a publicly traded company and a copy of this letter of intent and subsequent purchase agreement will be filed with the Securities and Exchange Commission. Transaction Fees: The legal fees for the transaction shall be paid for by the Company on a post-closing basis. Any party who pays for such fees in advance of closing shall be reimbursed by the Company post closing. No Shop Agreement: Le FLAV Spirits, LLC agrees that for a period of 30 days from the date this summary of terms is executed by Le FLAV Spirits, LLC, neither it nor its agents will (i) solicit, initiate, encourage or assist the submission of any proposal, negotiation or offer from any person or entity other than Le FLAV Spirits, LLC relating to the sale of any of Le FLAV Spirits, LLC's assets of the Company or (ii) enter into any agreement to transfer any of Le FLAV Spirits, LLC's assets of the Company with anyone other than Amerigo Energy, Inc. Le FLAV Spirits, LLC shall promptly notify Amerigo Energy, Inc. in writing of the existence and details of any inquiry to purchase Le FLAV Spirits, LLC's assets by any third party during such 30 day period. Nonbinding Effect: Except for the provisions contained herein entitled "Confidentiality" and "No Shop Agreement," which are explicitly agreed by Amerigo Energy, Inc. and Le FLAV Spirits, LLC to be binding, this summary of terms is not intended to create any legally binding obligations on either party unless and until the parties enter into a definitive purchase agreement. Accepted and Agreed: PURCHASERS: AMERIGO, INC. BY: /s/ Jason Griffith --------------------------- TITLE: JASON GRIFFITH, CEO LE FLAV SPIRITS, LLC: BY: /s/ Anthony Capomaccio --------------------------------- NAME: ANTHONY CAPOMACCIO, MANAGER