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 September 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 November 15, 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 September 30, 2011 of Amerigo Energy, Inc. (the “Company”) filed with the Securities and Exchange Commission on November 21, 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.

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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 September 30, 2011, filed with the Securities and Exchange Commission on November 21, 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.

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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: December 29, 2011

/s/ Jason F. Griffith

Jason F. Griffith

Chief Executive Officer and Chief Financial Officer

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Notes Payable

3 Months Ended

Sep. 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.  The obligations were to be paid monthly for a period of five  years with interest of seven percent (7%) accruing on the outstanding balance.

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

On September  1, 2011 the company settled $102,723 in debt on the company books with oil interest  held  by  the company.  These leases were previously written off due to non production which  resulted  in an increase in paid in capital on the books of the company.  The CEO of the company  settled  $24,000  of  monies owed to him for a minority interest in the West Burke lease.

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Oil and Gas Leases

3 Months Ended

Sep. 30, 2011

Extractive Industries

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

NOTE 3 - OIL AND GAS LEASES

DURING THE NINE MONTHS ENDED SEPTEMBER 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.

On September 1, 2011 the company settled $102,723 in debt on the company  books with  oil  interest  held by the company.  These leases were previously written off due to non production  which  resulted in an increase in paid in capital on the books of the company.

For the nine months ended September  30,  2011, the Company generated royalties on producing oil and gas properties in the  amount  of  $35,063.  For  the nine months  ended  September 30, 2010, the Company generated royalties on producing oil and gas properties in the amount of $164,963.

The depletion expense for the nine months ended September 30, 2011 and 2010 was $1,547 and $14,792, 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.

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CONSOLIDATED BALANCE SHEET (unaudited) (USD $)	Sep. 30, 2011	Dec. 31, 2010
Current assets
Cash	$ 361	$ 372
Accounts receivable		12,416
Total current assets	361	12,788
Other current assets
Advances to related party	5,554	5,455
Total other current assets	5,554	5,455
Property, plant and equipment
Development wells, net of depletion	2,114	151,749
Software, net	3,370	4,284
Total property, plant and equipment	5,484	156,034
Other Assets
Deposits	950	950
Total other assets	950	950
Total assets	12,349	175,227
Current liabilities
Accounts payable and accrued liabilities	36,123	139,936
Accounts payable - related party	194,002	201,250
Advances from related parties	38,361	38,873
Lawsuit settlement payable	120,000
Payroll liabilities	18,000	55,980
Judgment payable		120,000
Total current liabilities	396,486	556,039
Long-term liabilities
Notes payable - related parties		368,904
Accrued interest - related parties	38,036	38,036
Total liabilities	434,522	962,979
Stockholders' (deficit)
Preferred stock (25,000,000 shares authorized & 500,000 shares outstanding at Sept. 30, 2011)	500	500
Common stock; $.001 par value; 100,000,000 shares authorized; 20,555,547 shares outstanding at Sept. 30, 2011	31,067	33,356
Additional paid-in capital	15,225,068	14,608,105
Accumulated deficit	(15,678,809)	(15,429,712)
Total stockholders' (deficit)	(422,174)	(787,751)
Total liabilities and stockholders' (deficit)	$ 12,349	$ 175,227	[1]

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

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Basis of Presentation

3 Months Ended

Sep. 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  September  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 $15,581,086 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.

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Restatement of Financials

3 Months Ended

Sep. 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 September 30, 2010

	Increase (Decrease)
	in Account/Amount
Total Assets	(596,277)
Total Stockholders Equity	(592,798)
Net Income (Loss)	(1,199,424)
Net Income (Loss) per share	(0.01)

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

Balance Sheet as of September 30, 2010

	Previously Reported	(Decrease)	Restated
Current Assets	181,043	(44,984)	136,059
Other Assets	792,692	(551,293)	241,399
Total Assets	973,735	(596,277)	377,458
Current Liabilities	536,203	(3,500)	532,703
Other Liabilities	399,789	0	399,789
Total Liabilities	935,992	(3,500)	932,492
Stockholders' Equity	37,744	(592,778)	(555,034)
Total Liabilities and Stockholders' Deficit	973,736	(596,278)	377,458

Statement of Operations for quarter ended September 30, 2010

	Previously Reported	Increase (Decrease)	Restated
Net Sales	164,963	-	164,963
Operating Expenses	598,919	(59,092)	539,827
Income (Loss) from Operations	(433,957)	(59,092)	(374,865)
Other income (expenses)	(1,473,337)	(1,140,332)	(333,005)
Net Income (Loss)	(1,907,294)	(1,199,424)	(707,870)

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CONSOLIDATED BALANCE SHEET (unaudited) (parenthetical) (USD $)	Sep. 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

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Document and Entity Information	3 Months Ended
	Sep. 30, 2011
Document and Entity Information
Entity Registrant Name	AMERIGO ENERGY, INC.
Document Type	10-Q
Document Period End Date	Sep. 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	Q3

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CONSOLIDATED STATEMENT OF OPERATIONS (unaudited) (USD $)	3 Months Ended		9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010	Sep. 30, 2011	Sep. 30, 2010
Revenue
Oil revenues	$ 1,839	$ 21,515	$ 22,748	$ 109,237
Gas revenues		6,875	12,315	52,335
Rental income				3,390
Total Revenue	1,839	28,390	35,063	164,963
Gross Profit	1,839	28,390	35,063	164,963
Operating expenses
Lease operating expenses	2,325	10,053	23,814	94,466
Selling, general and administrative	3,989	7,526	17,058	23,583
Professional fees	43,500	118,983	247,000	384,541
Depreciation and amortization expense	305	6,698	915	22,444
Depletion expense	37	3,536	1,547	14,792
Total operating expenses	50,157	146,795	290,334	539,827
Loss from operations	(48,318)	(118,405)	(255,271)	(374,865)
Other income (expenses):
Interest expense		(7,105)		(20,778)
Loss on investment in GreenStart, Inc.		(42,236)		(42,236)
Write off of assets/Loss on sale of assets		(127,908)		(149,991)
Other expense			(157)	(120,000)
Gain on extinguishment of debt			6,331
Total other income (expenses)		(177,249)	6,174	(33,005)
Loss before provision for income taxes	(48,318)	(295,654)	(249,097)	(707,870)
Provision for income taxes
Net loss	$ (48,318)	$ (295,654)	$ (249,097)	$ (707,870)
Basic and diluted (loss) per common share	$ 0	$ (0.01)	$ (0.01)	$ (0.03)
Basic and diluted weighted average common shares outstanding	20,524,824	22,814,331	20,524,824	22,814,331

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Subsequent Events

3 Months Ended

Sep. 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 was  served  paperwork regarding a receivership hearing and  responded  through legal counsel.   The  hearing  has  not taken place at the court as the parties have been attempting to come to a resolution prior to going to the hearing.

The Company was given a copy of a lawsuit, which was filed in Utah, by a couple claiming damages.  Management has assessed  the merits of the claim, along with the evidence available and feels the Company  has no exposure.  Management will be seeking counsel in Utah to respond accordingly.

The Company has evaluated subsequent events through November 18, 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.

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Related Party Transactions

3 Months Ended

Sep. 30, 2011

Related Party Disclosures

Related Party Transactions Disclosure [Text Block]

NOTE 6 - RELATED PARTY TRANSACTIONS

As of September 30, 2011, the Company had $18,000 in accrued payroll payable to the Company's current officers.

The Company has a consulting agreement with a firm controlled by the  Company's Chief Financial Officer for a fee of $8,500 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 $181,173 as of September  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.   The obligations were to be paid monthly for a period of five years with interest  of  seven  percent  (7%) accruing on the outstanding balance.  A material relationship existed 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,  LLC  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  September 30, 2011,  the company settled all of the principle amounts on these notes  leaving only the accrued interest in the amount of $38,036.

On September  1, 2011 the company settled $102,723 in debt on the company books with oil interest  held  by  the company.  These leases were previously written off due to non production which  resulted  in an increase in paid in capital on the books of the company.  The CEO of the company  settled  $24,000  of  monies owed to him for a minority interest in the West Burke lease.

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CONSOLIDATED STATEMENT OF CASH FLOWS (unaudited) (USD $)	9 Months Ended
	Sep. 30, 2011	Sep. 30, 2010
Cash flows from operating activities:
Net Loss	$ (249,097)	$ (707,870)
Adjustments to reconcile net loss to net cash used by operating activities:
Rounding error	(13)
Stock issued for services / settle debt	147,979	22,083
Debts settled with oil interest	(2,988)
Stock Issued to Purchase Assets	69
Depletion, depreciation and amortization	7,308	96,328
Impairment of assets		37,626
Judgments payable		42,236
Changes in operating assets and liabilities:
Increase in accounts receivable	12,416	(19,711)
Increase / (decrease) in accounts payable	(20)	39,253
Increase / (decrease) in accounts payable - related party	31,508	31,500
Increase / (decrease) in advances from related parties	(321)	120,000
Increase / (decrease) in accrued payroll	53,148	189,000
Net cash used by operating activities	(11)	(149,555)
Cash flows from investing activities:
Sale of office building		27,169
Disposal of Oil Leases		162,700
Net cash used by investing activities		189,869
Cash flows from financing activities:
Loan to (from) related party		(46,871)
Net cash provided by financing activities		(46,871)
Net increase in cash	(11)	(6,557)
Cash, beginning of period	372	6,861
Cash, end of period	361	304
Supplementary cash flow information:
Oil interest used to settle debts	$ (8,099)

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Stockholders' Equity

3 Months Ended

Sep. 30, 2011

Equity

Stockholders' Equity Note Disclosure [Text Block]

NOTE 5 - STOCKHOLDERS' EQUITY

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

DURING  THE  NINE  MONTHS  ENDED SEPTEMBER 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.

The  company did not issue any common or preferred  stock  during  the  quarter ended September 30, 2011.

The company settled $102,723 of debts on the companies books to related parties with written  off  non-performing  assets,  which  resulted  in  an increase in additional paid in capital on the books of the company.