Attached files
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 16, 2011
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))
INTRODUCTORY NOTE:
Amerigo Energy, Inc. (the "Company") was advised by the Staff of the U.S.
Securities & Exchange Commission that the Public Company Accounting Oversight
Board ("PCAOB") registration of the Company's former independent accountant,
Larry O'Donnell, CPA, P.C., had been revoked effective December 14, 2010. See
http://pcaobus.org/Enforcement/Adjudicated/Documents/Larry_O_Donnell.pdf. The
Staff advised us that, because of the license revocation, we may not include
any audit report prepared by Larry O'Donnell, CPA, P.C. in any filings with the
Commission. The Staff advised the Company to report this information in Form 8-
K, Item 4.01, and we hereby do so.
SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.01 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective December 14, 2010, the company's prior auditor, Larry O'Donnell, CPA,
P.C. registration with the Public Company Accounting Oversight Board ("PCAOB")
was revoked, and that the Company is no longer able to include any audit report
prepared by Larry O'Donnell, CPA, P.C. in its filings with the Commission.
Effective December 29, 2010, the date the company received notice from the
commission, the company dismissed Larry O'Donnell, CPA, P.C. as the auditor of
record.
On or about March 15, 2011, we retained the firm of Seale and Beers, LLC to
review all interim period financial statements going forward and audit our
financial statements for the years ending December 31, 2009 and 2010. Such
change in accountant was approved by the Company's board of directors. At no
time prior to our retention of Seale and Beers, LLC, did we, or anyone on our
behalf, consult with Seale and Beers, LLC regarding the application of
accounting principles to a specific completed or contemplated transaction, or
the type of audit opinion that might be rendered on our financial statements.
The reports of our prior certifying accountant, Larry O'Donnell, PC, on our
financial statements as of and for the years ended December 31, 2009 and 2008
did not contain an adverse opinion or a disclaimer of opinion nor were
qualified or modified as to uncertainty, audit scope, or accounting principles,
however, such opinions expressed concerns that, in connection with the
Company's lack of significant revenues, there existed a substantial doubt that
the Company would be able to continue as a going concern.
Other than discussed above, in connection with the audits of our most recent
two years ended December 31, 2009 and 2008 and the subsequent interim periods
up to their dismissal, there were no other disagreements between Larry
O'Donnell, PC and us on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures, nor any
advisement of reportable events that, if not resolved to the satisfaction of
Larry O'Donnell, PC would have caused Larry O'Donnell, PC to make reference to
the subject matter of the disagreement or reportable events in connection with
its reports on our financial statements for such years.
We have provided a copy of this Report on Form 8-K to Larry O'Donnell, PC and
have requested that they provide us with a letter addressed to the SEC stating
whether they agree with the statements made by us in response to this item.
SECTION 8 - OTHER EVENTS
ITEM 8.01. OTHER EVENTS.
The company issued three press releases to update the shareholders on the status
of the company. Those releases are attached to this Form 8-K as exhibits.
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
Ex. 1 - Press release announcing company update
Ex. 2 - Press release announcing due diligence for potential acquisition
Ex. 3 - Press release announcing change in auditor
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.
AMERIGO ENERGY, INC.
(Registrant)
Date: March 28, 2011
By: /s/ Jason F. Griffith
--------------------------
Jason F. Griffith
Its: Chief Executive Officer,
Chief Financial Officer and Director
