U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended: June 30, 2012
AMERIGO ENERGY, INC.
(Exact name of small business issuer as
specified in its charter)
Delaware 20-3454263
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(State State or other (I.R.S. Employer
jurisdiction of incorporation Identification No.)
or organization)
2580 Anthem Village Drive
Henderson, NV 89052
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(Address of principal executive offices) (Zip Code)
(702) 399-9777
---------------------------
(Issuer's telephone number)
Indicate by check mark whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or
for such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the past 90 days.
YES [X] NO[ ]
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T
({section}232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).
YES [ ] NO[ ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ]
Accelerated filer [ ]
Non-accelerated filer [ ]
(Do not check if a smaller reporting company)
Smaller reporting company [X]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act)
YES [ ] NO [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
State the number of shares outstanding of each of the issuer's classes of
common equity, as of the latest practicable date:
24,124,824 shares of common stock, $0.001 par value, as of August 17, 2012
TABLE OF CONTENTS
ITEM 1. FINANCIAL STATEMENTS.................................................
CONSOLIDATED BALANCE SHEET.................................................
CONSOLIDATED STATEMENTS OF OPERATIONS......................................
CONSOLIDATED STATEMENTS OF STOCKHOLDERS DEFICIT............................
CONSOLIDATED STATEMENTS OF CASH FLOWS......................................
NOTES TO FINANCIAL STATEMENTS..............................................
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK............
ITEM 4. CONTROLS AND PROCEDURES..............................................
PART II - OTHER INFORMATION....................................................
ITEM 1. LEGAL PROCEEDINGS....................................................
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS............................
ITEM 3. DEFAULTS UPON SENIOR SECURITIES......................................
ITEM 4. MINE SAFETY DISCLOSURES..............................................
ITEM 5. OTHER INFORMATION....................................................
ITEM 6. EXHIBITS.............................................................
SIGNATURES.....................................................................
PART I - FINANCIAL INFORMATION
AMERIGO ENERGY, INC
BALANCE SHEETS
As of As of
June 30, December 31,
2012 2011
(Unaudited)
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ASSETS
Current assets
Cash $40 $16
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Total current assets 40 16
Other Assets
Deposits 950 950
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Total other assets 950 950
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-
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Total assets $990 $966
=========== =============
LIABILITIES AND STOCKHOLDERS' (DEFICIT)
Current liabilities
Accounts payable and accrued liabilities $40,557 $39,604
Accounts payable - related party 77,300 18,215
Advances from related parties 16,077 16,077
Payroll liabilities 72,000 36,000
Accrued Interest - related parties 35,591 35,591
Judgement payable 120,000 120,000
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Total current liabilities 361,525 265,487
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Total liabilities 361,525 265,487
Stockholders' (deficit)
Preferred stock (25,000,000 shares authorized
& 500,000 shares outstanding at Jun. 30, 2012) 500 500
Common stock; $.001 par value; 100,000,000 shares authorized; 24,124,824 and
25,524,824 shares outstanding at Jun 30, 2012 and Dec 31 2011 respectively 24,124 25,524
Additional paid-in capital 15,441,512 15,440,612
Accumulated deficit (15,826,670) (15,731,157)
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Total stockholders' (deficit) (360,535) (264,521)
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Total liabilities and stockholders' (deficit) $990 $966
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AMERIGO ENERGY, INC
STATEMENTS OF OPERATION
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30, June 30, June 30,
2012 2011 2012 2011
------------------------ -------------------------
Revenue
Oil revenues $233 $2,137 $456 $20,909
Gas revenues 129 - 209 12,315
---------- --------- ---------- -------------
Total revenue 362 2,137 665 33,224
Gross Profit 362 2,137 665 33,224
Operating expenses
Lease operating expenses 128 2,284 265 21,489
Selling, general and administrative 600 4,872 3,201 13,068
Professional fees 45,500 56,000 92,712 203,500
Depreciation and amortization expense - 305 - 610
Depletion expense - 37 - 1,510
---------- --------- ---------- -------------
Total operating expenses 46,228 63,498 96,178 240,177
---------- --------- ---------- -------------
Loss from operations (45,866) (61,360) (95,513) (206,953)
Other income (expenses):
Other expense - - - (157)
Gain on extinguishment of debt - 16,973 - 19,246
---------- --------- ---------- -------------
Total other income (expenses) - 16,973 - 19,089
---------- --------- ---------- -------------
Loss before provision for income taxes (45,866) (44,387) (95,513) (187,865)
Provision for income taxes - - - -
Net loss $(45,866) $(44,387) $(95,513) $(187,865)
========== ========= ========== =============
Basic and diluted (loss) per common share $(0.00) $(0.00) $(0.00) $(0.01)
========== ========= ========== =============
Basic and diluted weighted average common shares 24,131,454 20,555,547 24,131,454 20,555,547
outstanding ========== ========== ========== =============
AMERIGO ENERGY, INC
CONSOLIDATED STATEMENT OF STOCKHOLDERS' DEFICIT
(UNAUDITED)
Common Stock Preferred Stock Paid-in Subscriptions Subscriptions Accumulated Stockholders'
Shares Amount Shares Amount Capital Receivable Payable Deficit Deficit
------------------- ---------------- ----------- ------------- ------------- ----------- ------------
Balance, December 22,814,331 33,356 500,000 500 14,608,105 - - (15,429,712) (787,750)
31, 2010
========== ======= ====== ====== =========== ============= ============= =========== ============
Shares issued for 9,141,216 9,141 459,739 468,880
Services
Shares issued for
consulting services 2,000,000 2,000 78,000 80,000
Shares issued for
previously purchased
oil interest 69,277 70 70
Settlement of shares
issued to
Granite Enery (8,500,000) (8,500) 8,500 -
Settlement of debts
to related parties 220,723 220,723
Warrants issued 55,000 55,000
Adjustment to common
stock account (10,543) 10,543
Rounding error 2 1
Net loss (301,445) (301,445)
Balance, December 25,524,824 25,524 500,000 500 15,440,612 - - (15,731,157) (264,521)
31, 2011 ========== ======= ======= ====== =========== ============= ============= ============ ============
Shares issued for 100,000 100 900 1,000
Services
Repurchase and
retirement of shares (1,500,000) (1,500) (1,500)
Net loss (95,513) (95,513)
Balance, June 24,124,824 24,124 500,000 500 15,441,512 - - (15,826,670) (360,534)
30, 2012 ========== ======= ======= ====== =========== ============= ============= ============ ============
AMERIGO ENERGY, INC
CONSOLIDATED STATEMENTS OF CASH FLOW
(UNAUDITED)
6 MONTHS 6 MONTHS
Ended Ended
June 30, June 30,
2012 2011
--------- ---------
Cash flows from operating activities:
Net loss $(95,513) $(187,865)
Adjustments to reconcile net loss to net
cash used by operating activities:
Stock issued for services / settle debt 1,000 147,979
Stock issued for oil interest 69
Debts settled with oil interest (2,988)
Depletion, depreciation and amortization 610
Increase in accounts receivable 12,416
Increase / (decrease) in accounts payable 953 (8,154)
Increase / (decrease) in accounts payable - related party 26,988
Increase / (decrease) in advances from related parties 59,085 (321)
Increase / (decrease) in accrued payroll 36,000 11,322
Rounding error (1) -
--------- ---------
Net cash provided by operating activities 1,524 56
Cash flows from investing activities:
Sale of oil and gas interests - 35
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Net cash provided by investing activities - 35
Cash flows from financing activities:
Repurchase and retirement of shares (1,500)
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Net cash used by financing activities (1,500) -
--------- ---------
Net increase in cash 24 91
Cash, beginning of period 16 372
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Cash, end of period $40 $463
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========= =========
Supplementary cash flow information:
Stock issued for services $1,000 $-
Oil interest used to settle debts $- $(8,099)
AMERIGO ENERGY, INC.
NOTES TO FINANCIAL STATEMENTS
(UNAUDITED)
NOTE 1 - BASIS OF PRESENTATION
The interim financial statements included herein, presented in accordance with
United States generally accepted accounting principles and stated in US
dollars, have been prepared by the Company, without audit, pursuant to the
rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
These statements reflect all adjustments, consisting of normal recurring
adjustments, which, in the opinion of management, are necessary for fair
presentation of the information contained therein. It is suggested that these
interim financial statements be read in conjunction with the financial
statements of the Company for the year ended December 31, 2011 and notes
thereto included in the Company's Form 10-K. The Company follows the same
accounting policies in the preparation of interim reports.
Results of operations for the interim periods are not indicative of annual
results.
Recent pronouncements:
The Company's management has reviewed all of the FASB's Accounting Standard
Updates through June 30, 2012 and has concluded that none will have a material
impact on the Company's financial statements. Management does not believe that
any other recently issued but not yet effective accounting pronouncements, if
adopted, would have an effect on the accompanying consolidated financial
statements.
Going Concern
The accompanying financial statements have been prepared on a going concern
basis, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. The Company has incurred
cumulative net losses of approximately $15,826,670 since its inception and
requires capital for its contemplated operational and marketing activities to
take place. The Company's ability to raise additional capital through the
future issuances of the common stock is unknown. The obtainment of additional
financing, the successful development of the Company's contemplated plan of
operations, and its transition, ultimately, to the attainment of profitable
operations are necessary for the Company to continue operations. The ability to
successfully resolve these factors raise substantial doubt about the Company's
ability to continue as a going concern. The financial statements of the Company
do not include any adjustments that may result from the outcome of these
aforementioned uncertainties.
NOTE 2 - OIL AND GAS LEASES
DURING THE SIX MONTHS ENDED JUNE 30, 2012:
For the six months ended June 30, 2012, the Company generated revenues on
producing oil and gas properties in the amount of $665. For the six months
ended June 30, 2011, the Company generated revenues on producing oil and gas
properties in the amount of $33,224.
The depletion expense for the six months ended June 30, 2012, and 2011 was $0
and $1,510 respectively.
NOTE 3 - STOCKHOLDERS' DEFICIT
As of June 30, 2012, there were 24,124,824 shares of common stock outstanding
and 500,000 preferred shares outstanding.
DURING THE SIX MONTHS ENDED JUNE 30, 2012, THE COMPANY ISSUED COMMON STOCK AS
FOLLOWS:
During the six months ended June 30, 2012, the company issued 100,000 shares of
common stock to a consultant for services rendered valued at $1,000.
During the six months ended June 30, 2012, the entered into a buyback agreement
with a shareholder. The company agreed to buy back 1,500,000 shares for a
purchase price of $1,500. These shares were cancelled with the transfer agent
and are no longer outstanding.
During the period ending June 30, 2012, the CEO of the company acquired in a
private transaction the shares of preferred A stock. As of June 30, 2012, the
CEO owns 500,000 shares of preferred stock, which make up 100% of the preferred
stock issued and outstanding.
NOTE 4 - RELATED PARTY TRANSACTIONS
As of June 30, 2012, the Company had $72,000 in accrued payroll payable to the
Company's current officer.
The Company has a consulting agreement with a firm controlled by the Company's
Chief Financial Officer for a fee of $3,500 per month. The consulting firm has
been engaged to assist in organizing and completing the process of filings with
the Securities and Exchange Commission and other tasks. The Company owed the
firm $77,300 as of June 30, 2012 which is included as part of Accounts payable
- related party in the accompanying financial statements.
During the six months ended June 30, 2012 the company entered into a loan
agreement with Franklin Griffith and Associates. The company agreed to borrow
$6,000 in order to pay down debts on the company's books. The terms of this
loan state that the loan due in full within 90 days and the loan will accrue
interest at a rate of 20% annually.
During the period ending June 30, 2012, the CEO of the company acquired in a
private transaction the shares of preferred A stock. As of June 30, 2012, the
CEO owns 500,000 shares of preferred stock, which make up 100% of the preferred
stock issued and outstanding.
NOTE 5 - SUBSEQUENT EVENTS
The Company has evaluated subsequent events through August 17, 2012, the date
which it has made its financial statements available, and has identified no
significant reportable events through that date.
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the Securities and Exchange Commission this Form 10-Q,
including exhibits, under the Securities Act. You may read and copy all or any
portion of the registration statement or any reports, statements or other
information in the files at SEC's Public Reference Room located at 100 F
Street, NE., Washington, DC 20549, on official business days during the hours
of 10 a.m. to 3 p.m.
You can request copies of these documents upon payment of a duplicating fee by
writing to the Commission. You may call the Commission at 1-800-SEC-0330 for
further information on the operation of its public reference room. Our filings,
including the registration statement, will also be available to you on the
website maintained by the Commission at http://www.sec.gov.
We intend to furnish our stockholders with annual reports which will be filed
electronically with the SEC containing consolidated financial statements
audited by our independent auditors, and to make available to our stockholders
quarterly reports for the first three quarters of each year containing
unaudited interim consolidated financial statements.
The company's website address is http://www.amerigoenergy.com; however, the
site has recently come down and is being revamped to account for the updates to
the company's business plan. Our website and the information contained on that
site, or connected to that site, is not part of or incorporated by reference
into this filing.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
PRELIMINARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This discussion contains forward-looking statements. The reader should
understand that several factors govern whether any forward-looking statement
contained herein will be or can be achieved. Any one of those factors could
cause actual results to differ materially from those projected herein. These
forward-looking statements include plans and objectives of management for
future operations, including plans and objectives relating to the products and
the future economic performance of the Company. Assumptions relating to the
foregoing involve judgments with respect to, among other things, future
economic, competitive and market conditions, future business decisions, and the
time and money required to successfully complete development projects, all of
which are difficult or impossible to predict accurately and many of which are
beyond the control of the Company. Although the Company believes that the
assumptions underlying the forward-looking statements contained herein are
reasonable, any of those assumptions could prove inaccurate and, therefore,
there can be no assurance that the results contemplated in any of the forward-
looking statements contained herein will be realized. Based on actual
experience and business development, the Company may alter its marketing,
capital expenditure plans or other budgets, which may in turn affect the
Company's results of operations. In light of the significant uncertainties
inherent in the forward-looking statements included therein, the inclusion of
any such statement should not be regarded as a representation by the Company or
any other person that the objectives or plans of the Company will be achieved.
A complete discussion of these risks and uncertainties are contained in our
Annual Financial Statements included in the Form 10-K for the fiscal year ended
December 31, 2011, as filed with the Securities and Exchange Commission on
April 16, 2012.
INTRODUCTION
The Company derives its revenues from its producing oil and gas
properties, of which the substantial majority are predominantly oil properties.
These properties consist of working interests in producing oil wells having
proved reserves. Our capital for investment in producing oil properties has
been provided by the sale of common stock to its shareholders.
The following is a discussion of the Company's financial condition, results of
operations, financial resources and working capital. This discussion and
analysis should be read in conjunction with the Company's financial statements
contained in this Form 10-Q.
OVERVIEW
RESULTS OF OPERATIONS
REVENUES
For the three months ended June 30, 2012 the company generated revenues on
producing oil and gas properties in the amount of $362. For the three months
ended June 30, 2011 the company generated $2,137 in revenues from producing oil
and gas properties.
For the six months ended June 30, 2012, the Company generated revenues on
producing oil and gas properties in the amount of $665. For the six months
ended June 30, 2011, the Company generated revenuess on producing oil and gas
properties in the amount of $33,224.
OPERATING EXPENSES
THREE MONTHS ENDED
Lease Operating - Lease operating expense for the three months ended June 30,
2012 totaled $128 as compared to $2,284 for the three months ended June 30,
2011. The decrease is directly related to the decrease in interest the Company
holds.
General and Administrative - General and administrative expenses were $600 for
the three months ended June 30, 2012, compared to $4,872 for the three months
ended June 30, 2011.
Professional Fees - Professional fees for the three months ended June 30, 2012
were $45,500 as compared to $56,000 for the three months ended June 30, 2011.
The decrease was related to the decreased use of consultants.
Depreciation, Amortization, and Depletion - Depreciation and amortization
expenses were $0 for the three months ended June 30, 2012 compared to $305 for
the three months ended June 30, 2011. The decrease is directly related to the
write off of all depreciable and amortizable assets at year end 2011. Depletion
expenses were $0 for the three months ended June 30, 2012 compared to $37 in
depletion expenses for the three months ended June 30, 2011 and was calculated
based on an estimate using the straight line method over the estimated lives of
the proved interests until production studies have been completed on the oil
and gas properties. The decrease is directly related to the decrease in
interest the company holds in producing oil and gas properties.
SIX MONTHS ENDED
Lease Operating - Lease operating expense for the six months ended June 30,
2012 totaled $265 as compared to $21,489 for the six months ended June 30,
2011. The decrease is directly related to the decrease in interest the Company
holds.
General and Administrative - General and administrative expenses were $3,201
for the six months ended June 30, 2012, compared to $13,068 for the six months
ended June 30, 2011.
Professional Fees - Professional fees for the six months ended June 30, 2012
were $92,712 as compared to $203,500 for the six months ended June 30, 2011.
The decrease was related to the decreased use of consultants.
Depreciation, Amortization, and Depletion - Depreciation and amortization
expenses were $0 for the six months ended June 30, 2012 compared to $610 for
the six months ended June 30, 2011. The decrease is directly related to the
write off of all depreciable and amortizable assets at year end 2011. Depletion
expenses were $0 for the six months ended June 30, 2012 compared to $1,510 in
depletion expenses for the six months ended June 30, 2011 and was calculated
based on an estimate using the straight line method over the estimated lives of
the proved interests until production studies have been completed on the oil
and gas properties. The decrease is directly related to the decrease in
interest the company holds in producing oil and gas properties.
OTHER INCOME AND EXPENSES
During the six months ended June 30, 2012, the company had no other income or
expense items.
NET LOSS ATTRIBUTABLE TO COMMON STOCK
The company realized a net loss of $45,866 for the three months ended June 30,
2012, compared to a net loss of $44,387 for the three months ended June 30,
2011, an increase of $1,480. The increase in net loss is partially attributable
to a decrease in revenue as compared to the three months ended June 30, 2011.
The company realized a net loss of $95,513 for the six months ended June 30,
2012, compared to a net loss of $187,865 for the six months ended June 30,
2011, a decrease of $92,352. The decrease in net loss is partially attributable
to a decrease selling general and administrative expenses and depletion expense
as compared to the six months ended June 30, 2011.
LIQUIDITY AND CAPITAL RESOURCES
At June 30, 2012, we had cash in the amount of $40 and a working capital
deficit of $361,484. In addition, our stockholders' deficit was $360,535 at
June 30, 2012.
Our accumulated deficit increased from $15,731,157 at December 31, 2011 to
$15,826,670 at June 30, 2012.
Our operations provided net cash of $1,524 during the six months ended June 30,
2012, compared to earning net cash of $56 during the six months ended June 30,
2011, an increase of $1,468.
Net cash provided by investing activities was $0 for the six months ended June
30, 2012, compared to providing net cash of $35 for the six months ended June
30, 2011.
Our financing activities used net cash of $1,500 during the six months ended
June 30, 2012, compared to using net cash of $0 during the six month ended June
30, 2011.
INFLATION
The Company's results of operations have not been affected by inflation and
management does not expect inflation to have a material impact on its
operations in the future.
OFF- BALANCE SHEET ARRANGEMENTS
The Company currently does not have any off-balance sheet arrangements.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Not Applicable
ITEM 4. CONTROLS AND PROCEDURES
EVALUATION OF DISCLOSURE CONTROLS
We evaluated the effectiveness of our disclosure controls and procedures as of
June 30, 2012, the end of the period covered by this Quarterly Report on Form
10-Q. This evaluation was undertaken by our Chief Executive Officer and Chief
Financial Officer, Jason F. Griffith.
Mr. Griffith serves as our principal executive officer and as our principal
accounting and financial officer.
We reviewed and evaluated the effectiveness of the design and operation of our
disclosure controls and procedures, as of the end of the fiscal quarter covered
by this report, as required by Securities Exchange Act Rule 13a-15, and
concluded that our disclosure controls and procedures are effective to ensure
that information required to be disclosed in our reports filed with the
Securities and Exchange Commission pursuant to the Securities Exchange Act of
1934, as amended, is accumulated and communicated to management on a timely
basis, including our principal executive officer and principal financial and
accounting officer.
CONCLUSIONS
Based on this evaluation, our principal executive officer and principal
financial and accounting officer concluded that our disclosure controls and
procedures are effective to ensure that the information we are required to
disclose in reports that we file pursuant to the Exchange Act are recorded,
processed, summarized, and reported in such reports within the time periods
specified in the Securities and Exchange Commission's rules and forms.
CHANGES IN INTERNAL CONTROLS
There were no changes in our internal controls over financial reporting that
occurred during the last fiscal quarter, i.e., the three months ended June 30,
2012, that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.
PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS.
Amerigo has signed an agreement with the individual to acquire his interest in
certain oil and gas leases for $120,000, payable at $10,000 per month starting
April 1, 2010, with subsequent payments due on the 1st of each month. The term
of the note is One (1) year. The Company is offered a prepayment discount if
the Company pays $100,000 on or before Tuesday, June 1, 2010. Upon final
payment and settlement of the note, the individual will return all shares of
stock (with properly executed stock power) that he individual holds of Granite
Energy and / or Amerigo Energy, along with his entire interest in the Kunkel
lease, which is 3.20% working interest (2.54% net revenue interest), as well as
his ownership in what is know as the 4 Well Program (0.325% working interest,
0.2438% net revenue interest).
The company has not kept current with the agreement and the individuals
promissory note has now been escalated to a judgment against the company. As of
the date of this filing, terms of settling the judgment have not been resolved
despite efforts of the judgment holder to collect the amount owed.
As of June 30, 2012, other than the lawsuit disclosed in the previous
paragraphs, the Company is not a party to any pending material legal
proceeding. To the knowledge of management, no federal, state or local
governmental agency is presently contemplating any proceeding against the
Company. To the knowledge of management, no director, executive officer or
affiliate of the Company, any owner of record or beneficially of more than five
percent of the Company's Common Stock is a party adverse to the Company or has
a material interest adverse to the Company in any proceeding.
ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS.
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES.
Not applicable.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION.
Effective July 23, 2012, the Company had its stock quotation under the symbol
"AGOE" deleted from the OTC Bulletin Board (the "OTCBB"). The symbol was
deleted for factors beyond the Company's control due to various market makers
electing to shift their orders from the OTCBB. As a result of not having a
sufficient number of market makers providing quotes on the Company's common
stock on the OTCBB for four consecutive days, the Company was deemed to be
deficient in maintaining a listing standard at the OTCBB pursuant to Rule 15c2-
11. That determination was made entirely without the Company's knowledge. The
Company's common stock is now listed for quotation on the OTCQB under the
symbol "AGOE".
ITEM 6. EXHIBITS
(a) Exhibits.
31.1 Certification of our Principal Executive Officer and Principal Financial
and Accounting Officer pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
32.1 Certification of our Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section
1350)
SIGNATURES
In accordance with the requirements of the Exchange Act, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
Date: August 20, 2012
By: /s/ Jason F. Griffith
---------------------
Jason F. Griffith
Chief Executive Officer,
and Chief Financial Officer