0001227528-13-000010.txt : 20130723
0001227528-13-000010.hdr.sgml : 20130723
20130510214524
ACCESSION NUMBER: 0001227528-13-000010
CONFORMED SUBMISSION TYPE: CORRESP
PUBLIC DOCUMENT COUNT: 1
FILED AS OF DATE: 20130510
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: CORRESP
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
CORRESP
1
filename1.txt
May 7, 2013
BY FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, Mail Stop 7010
Washington, DC 20549
Attn: Caroline Kim and Anne Nguyen Parker
RE: Amerigo Energy, Inc. - Form 8-K Filed February 27, 2013
Dear Ms. Kim and M. Parker:
On behalf of registrant, Amerigo Energy, Inc., we hereby respond to your
comment letter of March 18, 2013 in the same sequence in which your comments
are noted.
In regards to your request for information required by Item 2.01(f) of
Form 8-K and the related financial information.
We are amending the 8K to add the additional risk factors and information
related to this line of business and anticipate filing the amendment here
shortly. The assets acquired were intangible in nature so this was in essence
a small company acquiring the assets of another small company. We believe
including the information as it relates to a Form 10 would be different as we
have not acquired a business. The acquisition has allowed us to open a
different division of our existing business.
In regards to your question related to the company appearing to be a
shell company.
We respectfully disagree based on our belief we do not meet the test. We have
been exploring opportunities for the company to diversify its investments and
the implementing of our business plan has gone slower than as expected. The
recent acquisition of the license agreement and trademarks for Le Flav Spirits
was one of many things the company is doing in its diverse investment plan.
We have reviewed the referenced SEC Releases in so far as it relates to being a
shell company and we believe this furthers our belief. In the examples given
in SEC Release No. 33-8587, there are two forms, neither of which appear to
apply to our situation. There was no business acquired and "the former
shareholders of the private business controlling the surviving entity" did not
occur. The shares issued in relation to the transaction were less than 5% of
the shares outstanding in the company. Amerigo Energy Inc. has no present
plans, nor any of our shareholders, have plans to enter into a change of
control or similar transaction.
There were few shares issued for the purchase of the license agreement. There
has been no change in control or management of the company. The 2011 Form 10K,
referenced in your letter, while indicating the minimal assets, also reflects
$37,000 in revenue from the oil and gas assets of the company which for
accounting purposes had been reduced on the face of the balance sheet.
Additionally the company has made significant strides to reduce the outstanding
debt, which has in part slowed, but has not forced an abandonment of the
implementation of the existing business plan.
As mentioned in our recently filed 2012 Form 10-K, we stated:
The Amerigo Energy's business plan included developing oil
and gas reserves while increasing the production rate base
and cash flow. The plan was to continue acquiring oil and gas
leases for drilling and to take advantage of other
opportunities and strategic alliances. Due to declines in
production on the oil leases the company had an interest in,
the company has been forced to explore its position in the
oil industry. In 2011, the company began an aggressive
approach to reduce the debt on the company's books as well as
looking to diversify the investment holdings, while still
maintaining limited interest in oil leases. The company is
aggressively looking for potential oil leases to acquire as
well as businesses which will fit with the company's
strategy. Analyzing opportunities in the oil industry as
well as other potential investments has gone slower than
planned, but the company is committed to implementing its
business plan.
Please let us know if you have further questions and we look forward to
resolving any questions you may have. Once you have reviewed this letter and
the corresponding amendment to the Form 8-K to be filed here shortly, please
let us know if you have further questions.
Date: May 7, 2013
By: /s/ Jason F. Griffith
--------------------------
Jason F. Griffith
Its:Chief Executive Officer, Chief Financial Officer and Director