UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
CityplaceWASHINGTON, StateD.C. PostalCode20549
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): October 31, 2008
AMERIGO ENERGY, INC.
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(Exact name of registrant as specified in its charter)
Delaware 000-09047 20-3454263
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2580 Anthem Village Rd., Henderson, NV 89052
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(Address of principal executive offices)(Zip Code)
Registrant's telephone number, including area code: 702-399-9777
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Not Applicable
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(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
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[ ] 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))
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SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS
ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On October 31, 2008, Amerigo Energy, Inc. (the "Registrant") entered into a
Reorganization pursuant to Reorganization Agreement dated as of October 31,
2008 (the "Reorganization Agreement"). In the Reorganization, Granite Energy,
Inc. transferred to the Registrant substantially all of its assets and
operations, including its subsidiary, Amerigo, Inc. and its controlling
interest in GreenStart, Inc. in exchange for 10,000,000 restricted shares of
Common Stock of the Registrant (the "Amerigo Energy Stock").
The Reorganization was approved by the consent of a majority of the holders of
Common Stock of Granite. Completion of the Reorganization is subject to certain
conditions, including the approval of the United States Securities and Exchange
Commission to the distribution of the Amerigo Energy Stock to the Granite
stockholders.
Under the terms of the Reorganization Agreement, the shareholders of Granite
will be entitled to receive after the reorganization is completed, a
distribution of 10,000,000 shares of the Registrant post-split shares of Common
Stock. As of the Closing Date (subsequent to the reverse stock split and
issuance of all shares of Common Stock at the Closing), the Registrant will
have a total of 10,742,528 post-split shares of Common Stock issued and
outstanding and no shares of preferred stock issued and outstanding.
A copy of the Reorganization Agreement is attached hereto as Exhibit 10-1.
SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT
ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Resignation of Directors and Officer
On October 31, 2008, as part of the Reorganization, Lawrence S. Schroeder
resigned as Chief Executive Officer and Chief Financial Officer of the Company.
Mr. Schroeder's resignation was not a result from any disagreement with the
Registrant or management.
Appointment of Officers
BRUCE LYBBERT
On October 31, 2008 concurrent with Mr. Schroeder's resignation, Mr. Lybbert
was appointed Chief Executive Officer and Director of the Company.
Mr. Lybbert is actively involved in oil and gas operations, strategic planning,
financial management and investor relations. A seasoned veteran of the
brokerage industry and Wall Street, Mr. Lybbert co-founded Tel America Long
Distance in 1982, growing it into a successful communications giant which
became the largest regional long distance carrier in the western United States.
Mr. Lybbert believes that America's domestic oil industry, long stagnant due to
inexpensive foreign oil, now represents a similar opportunity. Mr. Lybbert
joined Granite in 2006. Mr. Lybbert holds a B.A. in finance and marketing from
Weber State University and pursued post-graduate studies in finance at New York
University. Mr. Lybbert served as chairman of the Board of Directors of Granite
since August 2006.
Election of New Directors
On October 31, 2008, the board of directors elected Jason F. Griffith and S.
Matthew Schultz to replace resigning members of the Company's Board of
Directors
SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
EXHIBIT EXHIBIT TITLE
NUMBER OF DESCRIPTION
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10-1 REORGANIZATION AGREEMENT DATED OCTOBER 31, 2008 BETWEEN AMERIGO
ENERGY, INC. AND GRANITE ENERGY, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this Current Report on Form 8-K to be signed on its
behalf by the undersigned hereunto duly authorized.
AMERIGO ENERGY, INC.
By: /s/ Bruce Lybbert
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Bruce Lybbert, CEO
Date: November 12, 2008