April 29, 2011
BY FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporate Finance
100 F Street, Mail Stop 7010
Washington, DC 20549
Attn: Ethan Horowitz and Suying Li
RE: Amerigo Energy, Inc. - Form 8-K Filed March 18, 2011
- Form 8-K/A Filed March 29, 2011
- Form 8-K Filed March 29, 2011
Dear Mr. Horowitz and Ms. Li:
On behalf of registrant, Amerigo Energy, Inc., we hereby respond to your
comment letter of April 1, 2011 in the same sequence in which your comments are
noted.
Item 4.01 Form 8-K/A Filed March 29, 2011
1. Please obtain and file a letter from your former independent accountant
stating whether they agree with your Item 304 disclosures, or to the
extent to which the accountant does not agree. Refer to Item 304(a)(3) of
Regulation S-K.
a. Amended 8K updated to note we have been unable to get a response.
Item 4.02 Form 8-K Filed March 29, 2011
2. We note the revised disclosure to your filing and reissue comment two
from our letter dated April 1, 2011. "You disclose that you determined it
is necessary to restate your financial statements for the fiscal year
ended December 31, 2009 to correct a valuation error in recording certain
assets acquired in 2008. Please tell us why you do not believe that it is
necessary to restate your financial statements for the fiscal year ended
December 31, 2008 along with your 2009 and 2010 quarterly financial
statements." Please explicitly state whether you intend to restate your
financial statements for the fiscal year ended December 31, 2008 along
with your 2009 and 2010 quarterly financial statements.
a. We have updated our filing to include this information. We are
going to work with our auditor to determine a timeline for us to
be able to complete this as fast as possible. As we discussed
with your office this morning, our intent is to submit formal
request to allow us to file a comprehensive filing including all
information from prior years being restated.
3. We note your response to our prior comment four and the related revisions
to your filing. We reissue our comment four "Please tell us how your
certifying officers have considered the effect of the material error you
have identified on the adequacy of your disclosure controls and
procedures and internal controls over financial reporting as of the end
of the periods you have covered by the financial statements that you
intend to restate and as of the end of your current fiscal year."
a. We have updated our filing to include this information.
In addition, the Company acknowledges that:
the Company is responsible for the adequacy and accuracy of the disclosure in
the filing; staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect to
the filing; and the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the federal
securities laws of the United States.
Date: April 28, 2011
By: /s/ Jason F. Griffith
-------------------------
Jason F. Griffith
Its:Chief Executive Officer,
Chief Financial Officer and Director