DEF 14C 1 agoe_def14c.htm DEFINITIVE INFORMATION STATEMENT DEF 14C




                              
              



UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________________________________________


SCHEDULE 14C


Information Statement Pursuant to Section 14(c) of the

Securities Exchange Act of 1934

___________________________________________


Check the appropriate box:


o Preliminary Information Statement


o Confidential, for Use of the Commission Only (as permitted by Rule 14c-5(d)(2))

 

x Definitive Information Statement

 

 

AMERIGO ENERGY, INC.

(Name of Registrant As Specified in its Charter)


x No fee required.


o Fee computed on table below per Exchange Act Rules 14c-5(g) and 0-11.


1)       Title of each class of securities to which transaction applies: N/A


2)       Aggregate number of securities to which transaction applies: N/A

 

3)       Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined: N/A


4)       Proposed maximum aggregate value of transaction: N/A

 

5)       Total fee paid: N/A

 

o Fee paid previously with preliminary materials.

 

o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

1)        Amount previously paid: none

 

2)        Form, Schedule or Registration Statement No.: N/A

 

3)        Filing Party: N/A

 

4)        Date Filed: N/A



 



 

AMERIGO ENERGY, INC.

2580 Anthem Village Drive

Henderson, NV 89052


Telephone: 702-399-9777


Dear Shareholders:


We are writing to advise you that our board of directors and the holders of a majority of our outstanding common stock (the “Majority Holders”) have approved:


(1)

  

An amendment to the Company’s current certificate of incorporation to change its corporate name from AMERIGO ENERGY, INC. to QUEST SOLUTION, INC. (the “Name Change”);

  

  

  

(2)

  

Adoption of the Company’s amended and restated Certificate of Incorporation, which makes no material changes to our existing Certificate of Incorporation, other than incorporating the amendments described in Proposals (1) above.


These actions were approved by our board of directors on May 1, 2014, and the Majority Holders approved these actions by written consent in lieu of a special meeting on May 1, 2014 (the “Written Consent”) in accordance with the relevant sections of the Delaware General Corporation Law.


WE ARE NOT ASKING YOU FOR A PROXY, AND YOU ARE REQUESTED NOT TO SEND US A PROXY.

 

No action is required by you. The accompanying information statement is furnished only to inform our shareholders of record on May 27, 2014 (the “Record Date”) of the corporate action taken by the Majority Holders in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. These corporate actions will become effective as soon as possible, but not sooner than 20 days following the date that the accompanying information statement is first mailed to our shareholders. The information statement is first mailed to you on or about May 28, 2014. The accompanying information statement also constitutes notice under Section 228 of the Delaware General Corporation Law that the corporate action was taken by Written Consent of the Majority Holders.


Please feel free to call us at (702) 399-9777 should you have any questions on the enclosed information statement. We thank you for your continued interest in AMERIGO ENERGY, Inc.

 

             

  

For the Board of Directors of

AMERIGO ENERGY, INC.

 

May 20, 2014

 By: /s/ JASON GRIFFITH

 Chairman of the Board and CEO

 



  












 




AMERIGO ENERGY, INC.


INFORMATION STATEMENT


TABLE OF CONTENTS


  

Page No.

General

1

Principal Shareholders

2

Proposal 1: Corporate Name Change

2

Proposal 2: Adoption of the Amended and Restated Articles

3

General Matters Related to the Amended and Restated Articles of Incorporation

3

Delivery of Documents to Shareholders Sharing an Address

4

Where You Can Find More Information

4

  

 

Appendix A - Amended and Restated Articles of Incorporation

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AMERIGO ENERGY, INC.

2580 ANTHEM VILLAGE DRIVE

HENDERSON, NV 89052


INFORMATION STATEMENT REGARDING ACTIONS

TAKEN BY WRITTEN CONSENT OF MAJORITY SHAREHOLDERS

IN LIEU OF A SPECIAL MEETING


WE ARE NOT ASKING YOU FOR A PROXY,

AND YOU ARE REQUESTED NOT TO SEND US A PROXY.


GENERAL


This Information Statement is being furnished to the shareholders of AMERIGO ENERGY, Inc. in connection with the written consent in lieu of meeting (the “Written Consent”) by holders of a majority of our issued and outstanding voting securities (the “Majority Holders”) to approve:


(1)

  

An amendment to the Company’s current Certificate of Incorporation to change its corporate name from AMERIGO ENERGY, INC. to QUEST SOLUTION, INC. (the “Name Change”);

  

  

  

  

(2)

  

Adoption of the Company’s amended and restated Certificate of Incorporation, which makes no material changes to our existing Certificate of Incorporation, other than incorporating all prior amendments and the amendments described in Proposals (1) above.


These actions were approved by our board of directors on May 1, 2014; and on May 1, 2014 the Majority Holders of our issued and outstanding common stock, being our only class of voting securities, executed the Written Consent in accordance with the Delaware General Corporation Law (the “DGCL”). The consenting shareholders and their respective approximate ownership percentage of the voting stock of the Company, which total in the aggregate 84.61% of the outstanding voting stock, are as follows: Jason Griffith (84.61%) respectively.


The elimination of the need for a meeting of shareholders to approve these actions is made possible by the DGCL which generally provides that any action required to be taken at any annual or special meeting of stockholders of a corporation, or any action which may be taken at any annual or special meeting of such stockholders, may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. In order to eliminate the costs involved in holding a special meeting the Majority Holders executed the Written Consent.

  

This Information Statement is being delivered to inform our shareholders of record on May 27, 2014 (the “Record Date”) of the corporate actions described herein before they take effect in accordance with Rule 14c-2 of the Securities Exchange Act of 1934. The corporate actions taken by Written Consent will become effective as soon as possible, but not sooner than 20 days following the date that this information statement is first mailed to our shareholders. The information statement is first mailed to you on or about May 28, 2014.  No appraisal rights are afforded to our shareholders under the DGCL as a result of the corporate action taken by Written Consent of the Majority Holders.


The entire cost of furnishing this Information Statement will be borne by us. We will request brokerage houses, nominees, custodians, fiduciaries and other like parties to forward this Information Statement to the beneficial owners of our voting securities held of record by them and we will reimburse such persons for out-of-pocket expenses incurred in forwarding such material.





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PRINCIPAL SHAREHOLDERS


At the May 27, 2014 Record Date, we had 33,170,416 shares of common stock issued and outstanding and 500,000 shares of preferred stock outstanding. The following table sets forth information known to us as of the Record Date, relating to the beneficial ownership of shares of our voting securities by:


each person who is known by us to be the beneficial owner of more than 5% of our outstanding voting stock;

each director;

each named executive officer; and

all named executive officers and directors as a group.


Unless otherwise indicated, the business address of each person listed is in care of AMERIGO ENERGY, INC., 2580 Anthem Village Drive, Henderson, NV 89052. The percentages in the table have been calculated on the basis of treating as outstanding for a particular person, all shares of our common stock outstanding on that date and all shares of our common stock issuable to that holder in the event of exercise of outstanding options, warrants, rights or conversion privileges owned by that person at that date which are exercisable within 60 days of that date. Except as otherwise indicated, the persons listed below have sole voting and investment power with respect to all shares of our common stock owned by them, except to the extent that power may be shared with a spouse.


 Name

  

Amount and Nature of Voting Beneficial Ownership

  

% of Class

  

Jason Griffith (1)

  

133,828,288

 

84.61%

  

 

 

 

 

 

 

All officers and directors as a group (1 person)

  

133,828,288

 

84.61%

  


 

(1)

Mr. Griffith is the chief executive officer of our company and a member of our board of directors.  His ownership is 8,828,288 of Common Shares and 500,000 of Preferred Stock which vote at 250:1.


PROPOSAL 1

CHANGE OF CORPORATE NAME TO QUEST SOLUTION, INC.


On May 1, 2014 our board of directors approved, subject to shareholder approval, the Amended and Restated Certificate of Incorporation (the “Restated Certificate”), which includes an amendment to our current Certificate of Incorporation to change our corporate name from AMERIGO ENERGY, INC. to QUEST SOLUTION, INC. On May 1, 2014, the Restated Certificate were also approved by the Majority Holders pursuant to the Written Consent. The text of the proposed Restated Certificate is set forth in Exhibit A.


Purpose of the Name Change


With the growth of our wholly owned subsidiary, Quest Solution, Inc., we believe changing the name of the parent company to match that name more accurately describes our plans and services.  Our corporate strategy will continue with our acquisition and holding strategy of existing companies with revenues and positive cash flow; however, the focus will be largely in the technology space where we can leverage our resources.  For these reasons, we have proposed to change our name to “Quest Solution, Inc.”  Under Delaware law, the Name Change requires an amendment to our corporate charter.


Our new name will become effective upon the filing of the Charter Amendment with the Delaware Secretary of State. The change in corporate name will not affect the validity or transferability of stock certificates presently outstanding. Shareholders should keep the certificates they now hold, which will continue to be valid, and should not send them to us or our transfer agent.



2




Our common stock is currently quoted on the Over-the-Counter Bulletin Board, and pursuant to Rule 10b-17 of the Securities Exchange Act of 1934 the Name Change will require approval by FINRA in order for it to be recognized for trading purposes. We expect to receive FINRA’s approval for the Name Change prior to the effective date. The Name Change will result in a change in our CUSIP number and a change in our trading symbol.  We will provide definitive information on our new trading symbol and CUSIP number in a Current Report on Form 8-K to be filed with the Securities and Exchange Commission prior to the effective date of the Name Change.


Vote Required

 

Pursuant to the DGCL, the approval of Proposal 1 required a majority of our outstanding voting capital stock. As discussed above, the Majority Holders have consented to this Proposal 1.


PROPOSAL 2

ADOPTION OF THE AMENDED AND RESTATED CERTIFICATE


In connection with the amendments described in Proposals 1, the Board believes that it is in the best interest of the shareholders to adopt the Restated Certificate attached hereto as Exhibit A.  The Restated Certificate will incorporate the amendments set forth in Proposal 1 relating to the change of our corporate name. Other than Proposal 1, the Restated Certificate does not incorporate any other material changes.

 

Reasons for Adopting the Amended and Restated Articles

 

The principal reason for adopting the Restated Certificate is to incorporate all amendments into one document.

 

Vote Required

 

Pursuant to the DGCL, the approval of Proposal 2 required a majority of our outstanding voting capital stock. As discussed above, the Majority Holders have consented to this Proposal 2.


GENERAL MATTERS RELATED TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION


The Restated Certificate was not adopted to deter, any known effort to obtain control of our company and is not being adopted as an anti-takeover measure with respect to any specific transaction. Except with respect to shares currently reserved for issuance and otherwise as set forth in this information statement, we have no arrangements, agreements, or understandings in place at the present time for the issuance of any shares of common stock or the shares of preferred stock authorized by the Restated Certificate.

  

  

The text of the form of Restated Certificate, which will be filed with the Delaware Secretary of State is included as Exhibit A to this Information Statement. The text of the form of Restated Certificate is, however, subject to amendment to reflect any changes that may be required by the Delaware Secretary of State or that our board of directors may determine to be necessary or advisable ultimately to comply with applicable law and to effectuate the Certificate Articles.


The adoption of the Restated Certificate will not in and of itself cause any change in our capital accounts. Other than the name change, all other provisions of our Certificate of Incorporation, as then amended to date, will in all material respects remain unchanged upon the filing of the Restated Certificate.


The DGCL require that, in order for us to file the Restated Certificate, the amendments to our Certificate of Incorporation must be approved by the affirmative vote of the holders of a majority of our common shares. The Restated Certificate was approved on May 1, 2014 by our board of directors, subject to shareholder approval, and the Written Consent of our Majority Holders was executed on May 1, 2014.



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We anticipate that the Restated Certificate will be filed in Delaware as soon as possible but in no event sooner than 20 days following the date that this Information Statement is first mailed to our shareholders. However, the exact timing of the effective date of the Restated Certificate be determined by our board of directors, following approval by FINRA, based upon our board of directors’ evaluation as to when such action will be most advantageous to us and our shareholders. Our board of directors reserves the right to delay filing the amendment for up to 12 months following the date of the Written Consent. In addition, our board of directors reserves the right, notwithstanding shareholder approval and without further action by the shareholders, to determine not to proceed with filing of the Restated Articles, or any one or more of its components, if, at any time prior to filing the amendment, our board of directors, in its sole discretion, determines that it is no longer in the best interests of our company and our shareholders to do so.


Under Delaware law there are no appraisal rights available to our shareholders in connection with the Restated Articles.


DELIVERY OF DOCUMENTS TO SHAREHOLDERS SHARING AN ADDRESS


We will only deliver one Information Statement to multiple common stockholders sharing an address and the same last name unless we have received contrary instructions from one or more of the common stockholders. Upon written or oral request, we will promptly deliver a separate copy of this Information Statement and any future annual reports and information statements to any common stockholder at a shared address to which a single copy of this Information Statement was delivered, or deliver a single copy of this Information Statement and any future annual reports and information statements to any common stockholder or holders sharing an address to which multiple copies are now delivered.


WHERE YOU CAN FIND MORE INFORMATION


This Information Statement refers to certain documents that are not presented herein or delivered herewith. Such documents are available to any person, including any beneficial owner of our shares, to whom this Information Statement is delivered upon oral or written request, without charge. Requests for such documents should be directed to Corporate Secretary, AMERIGO ENERGY, INC., 2580 Anthem Village Drive, Henderson, NV 89052.


We file annual and special reports and other information with the SEC. Certain of our SEC filings are available over the Internet at the SEC's web site at http://www.sec.gov. You may also read and copy any document we file with the SEC at its public reference facilities:

  

  

Public Reference Room Office

100 F Street, N.E.

Room 1580

Washington, D.C. 20549

 

You may also obtain copies of the documents at prescribed rates by writing to the Public Reference Section of the SEC at 100 F Street, N.E., Room 1580, Washington, D.C. 20549. Callers in the United States can also call 1-202-551-8090 for further information on the operations of the public reference facilities.



  

BY ORDER OF THE BOARD OF DIRECTORS

 

/s/ Jason Griffith

Jason Griffith

Chief Executive Officer

 Henderson, NV

May 20, 2014

  

 

 



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EXHIBIT A


STATE OF DELAWARE

CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION


The corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware does hereby certify:


FIRST: That at a meeting of the Board of Directors of AMERIGO ENERGY, INC.


RESOLVED, that the Certificate of Incorporation of this corporation be amended by changing the Article thereof numbered # 1 so that, as amended, said Article shall be and read as follows: The name Amerigo Energy, Inc. will change its name to Quest Solution, Inc.  The new name is to be: Quest Solution, Inc.


SECOND: That thereafter, pursuant to resolution of its Board of Directors, a special meeting of the stockholders of said corporation was duly called and held upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware at which meeting the necessary number of shares as required by statute were voted in favor of the amendment.


THIRD: That said amendment was duly adopted in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.


IN WITNESS WHEREOF, said corporation has caused this certificate to be signed this day of May 20, 2014.



 

  

AMERIGO ENERGY, INC.

 

                  

By:       /s/  JASON F. GRIFFITH

Name:  JASON F. GRIFFITH

Title: Chief Executive Officer

 

 

 











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