Attached files
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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) January 10, 2014
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
-------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
-------------------------------------------------------------------------------
Not Applicable
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))
ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On January 10, 2014, the Company completed the purchase of Quest Solution, Inc.
("Quest"), an Oregon corporation in the technology, software, and mobile data
collection systems business.
The purchase price for Quest was $16,000,000.
The consideration given to the shareholders of Quest Solution, Inc. were as
follows:
A. A promissory note for $4,969,000, which payments are to be a minimum of
45.0% of the cash earned from EBITDA of Quest Solutions, Inc. during the prior
quarter. Once the Holder has received $3,375,000, the principal and interest
payments on the promissory note are to be a minimum of 22.5% of the cash earned
from EBITDA of Quest Solutions, Inc. during the prior quarter.
The balance of the promissory note is expected to be paid before February 18,
2016, or twenty five (25) months from the date of execution of this agreement.
Should the cash flow and payments from EBITDA during the term of this agreement
not be sufficient to pay off the loan prior to its maturation, the loan will
extend for additional twelve (12) months periods till paid off.
The holder of the note is permitted to convert up $1,594,000 of the Promissory
Note into common shares of the Company at a ratio of one share for every $1.00
of promissory note converted. This conversion feature is non-transferrable
without written consent from the Company.
B. A promissory note for $11,031,000, which payments are to be payments on the
promissory note are to be a minimum of forty five percent (45%) of the cash
earned from EBITDA of Quest Solutions, Inc. during the prior quarter. Once the
first promissory note ($4.97mm) has received $3,375,000, the principal and
interest payments on this promissory note are to be a minimum of 67.5% of the
cash earned from EBITDA of Quest Solutions, Inc. during the prior quarter.
The balance of the promissory note is expected to be paid before January 18,
2017, or three (3) years from the date of execution of this agreement. Should
the cash flow and payments from EBITDA during the term of this agreement not be
sufficient to pay off the loan prior to its maturation, the loan will extend
for additional twelve (12) months periods till paid off.
The holders of the notes are permitted to convert up to $4,781,000 of the
Promissory Note into common shares of the Company at a ratio of one share for
every $1.00 of promissory note converted. This conversion feature is non-
transferrable without written consent from the Company.
The prior owners of Quest shall retain a security interest in the subsidiary
until the promissory note is satisfied.
On January 10, 2014, the Company came to terms on a settlement with its prior
investment in Le Flav Spirits and the related liquor brands. The Company
concurrently canceled its consulting contract related to the liquor line and
will be receiving back 1,765,000 of the shares that had previously been issued
in conjunction with this venture. This cancellation also removed the
$2,000,000 promissory note related to the acquisition, as well as the $65,000
annual consulting contract with the Consultant.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(a)The required pro forma financial information is unavailable as of the
date hereof and will be filed by the Registrant pursuant to the
requirements of the Securities Exchange Act and the rules and regulations
promulgated there under within 71 days after the date of the event
reported in this Form 8-K.
(d) Exhibits
16.1 Copy of press release filed January 11, 2014
16.2 Copy of purchase agreement, dated January 10, 2014.
16.3 Copy of promissory note, dated January 10, 2014
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: January 14, 2014
Amerigo Energy, Inc
By: /s/ Jason F. Griffith, CPA
-------------------------------
Jason F. Griffith, CPA
Chief Executive Officer
