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