Replies to post #1291 on OMNIQ Corp (OMQS)

[longinvest]

Start here..... http://www.otcmarkets.com/stock/AGOE/filings

[RyGuy]

Seriously? The terms of the deal was in an 8k filing...... Have you looked on OTCmarkets.com at all?

[RyGuy]

Have you done any research on the CEO Jason Griffith? He is a respected accountant and a founding partner of an auditing firm (Dejoya Griffith) with offices around the world.

He stated numerous times he was seeking acquisition targets that would bring value to shareholders and the enterprise as a whole.

He nixed the beverage line acquisition, and chose a technology enterprise and discussed the value of keeping previous ownership of Quest highly involved to continue to grow the business.

You have not even tried to look for any information it appears.

[Hoodviewtj]

Seriously, solarity, if you can't find the info you want without help from MB posters, you should put you money in a mutual fund and DEFINATELY DO NOT buy penny stocks, as you will get your ass handed to you by pump/dump schemes and Mr. Market.

[ROCKNROLLA]

AGOE Updates

*here is the lead-up to the Quest acquisition:

The Company has been evaluating key alliances and strategies for the company to continue to build shareholder value. Jason Griffith, Chief Executive Officer of Amerigo Energy, stated "One of the ways we are working towards increasing shareholder value is by evaluating existing revenue producing and cash flow positive companies as potential acquisition targets. We have found particular interest in the technology space and are going to continue our due diligence on potential acquisitions and investments."

The Company will notify shareholders of any developments once they are finalized.

The Company also noted the cancellation of a consulting contract which will return and cancel 1,000,000 shares of the Company's common stock. Griffith continued, "As has been stated previously, the Company is committed to maintaining the integrity of the capitalization structure of the company and this is another indication of our desire to focus on shareholder value."

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9699928

*here is the 8-k notifying shareholders of the Quest acquisition and how it was acquired:

On January 10, 2014, the Company completed the purchase of Quest Solution, Inc. ("Quest"), an Oregon corporation in the technology, software, and mobile data collection systems business.

The purchase price for Quest was $16,000,000.

The consideration given to the shareholders of Quest Solution, Inc. were as follows:

A. A promissory note for $4,969,000, which payments are to be a minimum of 45.0% of the cash earned from EBITDA of Quest Solutions, Inc. during the prior quarter. Once the Holder has received $3,375,000, the principal and interest payments on the promissory note are to be a minimum of 22.5% of the cash earned from EBITDA of Quest Solutions, Inc. during the prior quarter.

The balance of the promissory note is expected to be paid before February 18, 2016, or twenty five (25) months from the date of execution of this agreement. Should the cash flow and payments from EBITDA during the term of this agreement not be sufficient to pay off the loan prior to its maturation, the loan will extend for additional twelve (12) months periods till paid off.

The holder of the note is permitted to convert up $1,594,000 of the Promissory Note into common shares of the Company at a ratio of one share for every $1.00 of promissory note converted. This conversion feature is non-transferrable without written consent from the Company.

B. A promissory note for $11,031,000, which payments are to be payments on the promissory note are to be a minimum of forty five percent (45%) of the cash earned from EBITDA of Quest Solutions, Inc. during the prior quarter. Once the first promissory note ($4.97mm) has received $3,375,000, the principal and interest payments on this promissory note are to be a minimum of 67.5% of the cash earned from EBITDA of Quest Solutions, Inc. during the prior quarter.

The balance of the promissory note is expected to be paid before January 18, 2017, or three (3) years from the date of execution of this agreement. Should the cash flow and payments from EBITDA during the term of this agreement not be sufficient to pay off the loan prior to its maturation, the loan will extend for additional twelve (12) months periods till paid off.

The holders of the notes are permitted to convert up to $4,781,000 of the Promissory Note into common shares of the Company at a ratio of one share for every $1.00 of promissory note converted. This conversion feature is non- transferrable without written consent from the Company.

The prior owners of Quest shall retain a security interest in the subsidiary until the promissory note is satisfied.

*here is the note informing the exiting of the liquor market:

On January 10, 2014, the Company came to terms on a settlement with its prior investment in Le Flav Spirits and the related liquor brands. The Company concurrently canceled its consulting contract related to the liquor line and will be receiving back 1,765,000 of the shares that had previously been issued in conjunction with this venture. This cancellation also removed the $2,000,000 promissory note related to the acquisition, as well as the $65,000 annual consulting contract with the Consultant.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9709489

*here is the filing confirming the audited financials from Quest:

HENDERSON, Nev. March 27, 2014 (GLOBE NEWSWIRE) -- via PRWEB -- Amerigo Energy, Inc. "The Company" (OTCBB: AGOE), announced today that it has filed the financial statements for Quest Solution, Inc ("Quest").

The Company recently completed the financial statement audit for the acquisition of Quest Marketing, Inc. (dba Quest Solution, Inc.) and has filed these with the Securities and Exchange Commission in a Form 8K-A filing.

Jason Griffith, Chief Executive Officer of Amerigo Energy, Inc. stated, "I am excited to have this next step in the process completed. Quest reported gross sales of $33,922,760 in 2013. Based on initial indications from management of Quest, 2014 is off to a record start as well."

The Company discussed how the acquisition of Quest earlier this year fits within the Company's acquisition strategy due to the revenue producing and cash flow positive financial structure.

Griffith continued, "This acquisition became very appealing to the Company when we spoke with management and looked at the financial statements in detail. The 2013 financials reflected a $2,332,429 positive cash flow from operating activities on the Statement of Cash Flows. Digging further into the details, we found the potential for increasing that was even greater as a public company vs as a standalone private company.

By taking the existing cash flows and adding back the related party expenses, which will no longer be incurred at the public company level, we estimated as a public company, the unaudited cash flows provided by operating activities during 2013 would have been over $3 million."
The Company also noted it is in the final stages of completing its 2013 Annual Report which will be filed shortly.

http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=9882987

if this doesn't get you caught up, i don't know what will...