10-Q/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D. C. 20549

FORM 10-Q/A

Amendment No. 1

(Mark One)

x QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2011

OR

o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from___________ to ____________

Amerigo Energy, Inc.
(Exact name of Registrant as specified in its charter)
Delaware	20-3454263
(State or other jurisdiction of	(IRS Employer Identification No.)
incorporation or organization)
2580 Anthem Village Drive, Henderson, NV	89052
(Address of principal executive offices)	(Zip Code)
Registrant’s telephone number, including area code: (702) 399-9777

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or 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 o

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 (S.232.405 of this chapter) during the preceding 12 months (or for such shorter time period that the registrant was required to submit and post such files). Yes x       No o

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 o	Accelerated file o
Non-accelerated filer o	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 o       No x

Registrant had 20,524,824 shares of common stock issued and outstanding as of July 27, 2011.

EXPLANATORY NOTE - AMENDMENT

The sole purpose of this Amendment No. 1 to the Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011 of Amerigo Energy, Inc. (the “Company”) filed with the Securities and Exchange Commission on August 15, 2011 (the “Form 10-Q”) is to furnish Exhibits 101 to the Form 10-Q in accordance with Rule 405 of Regulation S-T.

No other changes have been made to the Form 10-Q. This Amendment No. 1 to the Form 10-Q speaks as of the original filing date of the Form 10-Q, does not reflect events that may have occurred subsequent to the original filing date, and does not modify or update in any way disclosures made in the original Form 10-Q.

2

ITEM 6. EXHIBITS

     The following exhibits are filed as part of this report:

Exhibit No.	Title of Document
31.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rules 13a-14(a) and 15d-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.*
32.1	Certification of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350 adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
101.INS	XBRL Instance Document **
101.SCH	XBRL Taxonomy Extension Schema Document **
101.CAL	XBRL Taxonomy Extension Calculation Linkbase **
101.DEF	XBRL Taxonomy Extension Definition Linkbase Document **
101.LAB	XBRL Taxonomy Extension Label Linkbase Document **
101.PRE	XBRL Taxonomy Extension Presentation Linkbase Document **

* These exhibits were previously included or incorporated by reference in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2011, filed with the Securities and Exchange Commission on August 15, 2011.

** Furnished herewith. Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibits 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, and otherwise are not subject to liability under those sections.

3

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, thereunto duly authorized.

Amerigo Energy, Inc.

(Registrant)

Date: September 9, 2011

/s/ Jason F. Griffith

Jason F. Griffith

Chief Executive Officer and Chief Financial Officer

4

XML



CONSOLIDATED BALANCE SHEET (unaudited) (parenthetical) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Preferred stock, par value	$ 0.001	$ 0.001
Preferred stock, shares authorized	25,000,000	25,000,000
Preferred stock, shares outstanding	500,000	500,000
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	100,000,000	100,000,000
Common stock, shares outstanding	20,555,547	22,814,331

XML



CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010	Jun. 30, 2011	Jun. 30, 2010
Revenue
Oil revenues	$ 2,137	$ 50,387	$ 20,909	$ 87,722
Gas revenues		22,450	12,315	45,460
Rental income				3,390
Total Revenue	2,137	72,837	33,224	136,572
Operating expenses
Lease operating expenses	2,284	50,530	21,489	84,414
Selling, general and administrative	4,872	7,917	13,068	16,057
Professional fees	56,000	149,396	203,500	267,168
Depreciation and amortization expense	305	7,648	610	15,747
Depletion expense	37	11,262	1,510	35,625
Total operating expenses	63,498	226,754	240,177	419,010
Loss from operations	(61,360)	(153,917)	(206,953)	(282,438)
Other income (expenses):
Interest expense		(6,942)		(13,673)
Loss on investment in GreenStart, Inc.				(42,236)
Write off of assets/Loss on sale of assets		(22,083)		(22,083)
Interest income		(5,771)
Other expense			(157)	(120,000)
Gain on extinguishment of debt - Related Party	16,973		19,245
Total other income (expenses)	16,973	(34,795)	19,088	(197,992)
Loss before provision for income taxes	(44,387)	(188,713)	(187,865)	(480,430)
Net loss	$ (44,387)	$ (188,713)	$ (187,865)	$ (480,430)
Basic and diluted (loss) per common share	$ 0	$ (0.01)	$ (0.01)	$ (0.02)
Basic and diluted weighted average common shares outstanding	20,555,547	22,814,331	20,555,547	22,814,331

XML



Document and Entity Information	3 Months Ended
	Jun. 30, 2011
Document and Entity Information
Entity Registrant Name	AMERIGO ENERGY, INC.
Document Type	10-Q
Document Period End Date	Jun. 30, 2011
Amendment Flag	false
Entity Central Index Key	0000278165
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding	20,555,547
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2011
Document Fiscal Period Focus	Q2

XML



Subsequent Events

3 Months Ended

Jun. 30, 2011

Subsequent Events

Subsequent Events [Text Block]

NOTE 7 - SUBSEQUENT EVENTS

The Company's auditor was served a subpoena by the judgment holder and was verbally notified by the judgment holder that he was planning on petitioning for the company to be assigned a receiver by the courts in Nevada. The company has not been served with this paperwork, but when received, the company will respond accordingly through legal counsel.

The Company has evaluated subsequent events through August 14, 2011, the date which it has made its financial statements available, and has identified no significant reportable events through that date other than listed above.

XML



Oil and Gas Leases

3 Months Ended

Jun. 30, 2011

Extractive Industries

Oil and Gas Exploration and Production Industries Disclosures [Text Block]

NOTE 3 - OIL AND GAS LEASES

During the six months ended June 30, 2011:

On March 1, 2011 the company settled $150,361 in debt on the company books with oil interest held by the company in leases operated by H Petro R.  

For the six months ended June 30, 2011, the Company generated royalties on producing oil and gas properties in the amount of $32,224. For the six months ended June 30, 2010, the Company generated royalties on producing oil and gas properties in the amount of $136,572.

The depletion expense for the six months ended June 30, 2011 and 2010 was $1,510 and $35,625, respectively, 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.

XML



Basis of Presentation

3 Months Ended

Jun. 30, 2011

Accounting Policies

Basis of Presentation and Significant Accounting Policies [Text Block]

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, 2010 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 June 30, 2011 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 $15,617,576 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.

XML



Notes Payable

3 Months Ended

Jun. 30, 2011

Debt

Debt Disclosure [Text Block]

NOTE 4 - NOTES PAYABLE

As of December 31, 2010, the Company had issued three notes payable for a total of $373,365 as part of the purchase of certain lease oil, gas, and mineral interests in the Justice Heirs A, B, and C leases operated by SWJN Oil Company.  The obligations were to be paid monthly for a period of five years with interest of seven percent (7%) accruing on the outstanding balance. The monthly payment amount is not to exceed seventy five percent (75%) of the minimum net revenue interest (NRI) from the prior month’s production.

As of June 30, 2011, the company settled all of the principle amounts on these notes leaving only the accrued interest in the amount of $38,036.

XML



Stockholders' Equity

3 Months Ended

Jun. 30, 2011

Equity

Stockholders' Equity Note Disclosure [Text Block]

NOTE 5 - STOCKHOLDERS' EQUITY

As of June 30, 2011, there were 20,555,547 shares of common stock outstanding and 500,000 preferred shares outstanding.

During the six months ended June 30, 2011, the Company issued common stock as follows:

During the quarter ended March 31, 2011, the company issued 5,141,216 shares of common stock to settle $446,880 in debts on the company books.

During the quarter ended March 31, 2011, the company issued 1,000,000 shares of common stock to a consultant for services rendered and valued at $70,000.

During the quarter ended March 31, 2011, the company issued 69,277 shares of common stock for oil interest previously purchased in 2009. These shares should have been issued by our previous transfer agent but upon review the company realized that they never were issued.

During the quarter ended June 30, 2011, the company entered into a settlement agreement with Granite Energy, Inc. for the return of 8,500,000 shares of the company’s common stock. These shares were returned to the company’s treasury and our outstanding shares decreased.

XML



Related Party Transactions

3 Months Ended

Jun. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

NOTE 6 - RELATED PARTY TRANSACTIONS

As of June 30, 2011, the Company had $67,814 in accrued payroll payable to the Company's current and former officers.

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 $162,995 as of June 30, 2011 which is included as part of Accounts payable - related party in the accompanying financial statements.

As discussed in Note 4, the Company had issued three notes payable for a total of $373,365 as part of the purchase of certain lease oil, gas, and mineral interests in the Justice Heirs A, B, and C leases operated by SWJN Oil Company.  The obligations will be paid monthly for a period of five years with interest of seven percent (7%) accruing on the outstanding balance. The monthly payment amount is not to exceed seventy five percent (75%) of the minimum net revenue interest (NRI) from the prior month's production. As of June 30, 2010, the balance outstanding was $368,904 and interest had been accrued in the amount of $23,780. A material relationship exists between Bullfrog Management, LLC and the Company in that Bullfrog Management, LLC is managed by the wife of S. Matthew Schultz, the former CEO of Amerigo Energy. A material relationship also exists between Peachtree Consultants, LCC and the Company in that it is managed by a firm owned by the CEO of Amerigo Energy, Jason F. Griffith. Jacque Lybbert is the wife of Bruce Lybbert, a former Director of the Company. As of June 30, 2011, the company settled all of the principle amounts on these notes leaving only the accrued interest in the amount of $38,036.

XML



CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) (USD $)	6 Months Ended
	Jun. 30, 2011	Jun. 30, 2010
Cash flows from operating activities:
Net Loss	$ (187,865)	$ (480,430)
Adjustments to reconcile net loss to net cash used by operating activities:
Stock issued for services / settle debt	147,979
Debts settled with oil interest	(2,988)
Stock Issued to Purchase Assets	69	335,754
Impairment of assets		42,236
Judgments payable		120,000
Depletion, depreciation and amortization	610	15,747
Changes in operating assets and liabilities:
Increase in accounts receivable	12,416	(29,756)
Increase / (decrease) in accounts payable	(8,154)	77,107
Increase / (decrease) in accounts payable - related party	26,988	(97,769)
Increase / (decrease) in advances from related parties	(321)	(19,234)
Increase / (decrease) in accrued payroll	11,322
Net cash used by operating activities	56	(36,345)
Cash flows from investing activities:
(Purchase) sale of oil and gas interests	35	24,363
Net cash used by investing activities		24,363
Cash flows from financing activities:
Increase in stock payable		5,179
Net cash provided by financing activities		5,179
Net increase in cash	91	(6,803)
Cash, beginning of period	372	6,861
Cash, end of period	463	58
Supplementary cash flow information:
Oil interest used to settle debts	$ (8,099)

XML



Restatement of Financials

3 Months Ended

Jun. 30, 2011

Accounting Policies

Reclassifications [Text Block]

NOTE 2 - RESTATEMENT OF FINANCIALS

In March 2011, the Company determined, as well as hindsight lends to confirm, that the assets purchased during 2008 should have been impaired and/or recorded in 2008 and then subsequently written down in 2009 and 2010. The assets were originally recorded at the historical cost of the seller; however, the production and collectability from the operator in Oklahoma have all proven to be less than expected.

The following is a summary of the restatements for June 30, 2010:

	Increase (Decrease) in Account/Amount
Total Assets		(1,794,140	)
Total Stockholders Equity		(1,790,642	)
Net Income (Loss)		(1,559	)
Net Income (Loss) per share		(0.01	)

The effect on the company's previously issued June 30, 2010 financial statements is summarized as follows:

Balance Sheet as of June 30, 2010

	Previously		Increase
	Reported		(Decrease)			Restated
Current Assets		587,457		(482,045	)		105,412
Other Assets		1,793,049		(1,312,095	)		480,954
				-
Total Assets		2,380,506		(1,794,140	)		586,366
				-
Current Liabilities		781,025		(3,500	)		777,526
Other Liabilities		392,684		-			392,684
				-
Total Liabilities		1,173,709		(3,500	)		1,170,209
Stockholders' Equity		1,206,798		(1,790,642	)		(583,844	)
				-
Total Liabilities and Stockholders' Deficit		2,380,507		(1,794,142	)		586,366

Statement of Operations for quarter ended June 30, 2010

	Previously			Increase
	Reported			(Decrease)			Restated
Net Sales		136,572			-			136,572
Operating Expenses		432,110			(13,100	)		419,010
					-
Income (Loss) from Operations		(295,538	)		(13,100	)		(282,438	)
Other income (expenses)		(186,451	)		11,541			(197,992	)
					-
Net Income (Loss)		(481,989	)		(1,559	)		(480,430	)

XML



CONSOLIDATED BALANCE SHEET (unaudited) (USD $)	Jun. 30, 2011	Dec. 31, 2010
Current assets
Cash	$ 465	$ 372
Accounts receivable		12,416
Total current assets	465	12,788
Other current assets
Advances to related party	5,776	5,455
Total other current assets	5,776	5,455
Property, plant and equipment
Development wells, net of depletion	2,151	151,749
Software, net	3,675	4,284
Total property, plant and equipment	5,826	156,034
Other Assets
Deposits	950	950
Total other assets	950	950
Total assets	13,017	175,227
Current liabilities
Accounts payable and accrued liabilities	27,989	139,936
Accounts payable - related party	179,482	201,250
Advances from related parties	38,361	38,873
Payroll liabilities	67,814	55,980
Judgment payable	120,000	120,000
Total current liabilities	433,647	556,039
Long-term liabilities
Notes payable - related parties		368,904
Accrued interest - related parties	38,036	38,036
Total liabilities	471,682	962,979
Stockholders' (deficit)
Preferred stock (25,000,000 shares authorized & 500,000 shares outstanding at June 30, 2011)	500	500
Common stock; $.001 par value; 100,000,000 shares authorized; 20,555,547 shares outstanding at June 30, 2011	31,067	33,356
Additional paid-in capital	15,127,345	14,608,105
Accumulated deficit	(15,617,577)	(15,429,712)
Total stockholders' (deficit)	(458,665)	(787,751)
Total liabilities and stockholders' (deficit)	$ 13,017	$ 175,227	[1]

[1] The numbers in this column, for the year ended December 31, 2010, are derived from audited financials.