UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington D.C., 20549
FORM 10-QSB
[Ö] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended May 31, 2007
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-32015
Aztec Oil & Gas, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 90-0251902 |
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
One Riverway, Suite 1700, Houston, Texas 77056
(Address of principal executive offices)
Issuers telephone number: (713) 840-6444
Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the past 12 months (or 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 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:
As of July 3, 2007, the issuer had 30,253,466 shares of common stock outstanding.
Transitional Small Business Disclosure Format (check one) Yes [ ] No [X]
INDEX
| PAGE | |
PART I. FINANCIAL INFORMATION | |
| Consolidated Balance Sheets (unaudited) | 3 |
| Consolidated Statements of Operations (unaudited) | 4 |
| Consolidated Statements of Cash Flows (unaudited) | 5 |
| Notes to Financial Statements (unaudited) | 6 |
| Item 2. Management’s Discussion and Analysis of Plan of Operation | 6 |
| Item 3. Controls and Procedures | 9 |
PART II. OTHER INFORMATION | |
| Item 1. Legal Proceedings | 9 |
| Item 2. Unregistered Sales of Equity Securities and Use of Proceeds | 9 |
| Item 3. Defaults upon Senior Securities | 9 |
| Item 4. Submission of Matters to a Vote of Security Holders | 9 |
| Item 5. Other Information | 9 |
| Item 6. Exhibits and Reports on Form 8-K | 10 |
| Signatures | 10 |
PART I. FINANCIAL INFORMATION
(An Exploration Stage Company)
CONSOLIDATED BALANCE SHEETS
(Unaudited)
| May 31, 2007 | August 31, 2006 | |||||
| ASSETS | ||||||
| Current Assets: | ||||||
| Cash | $ | 112,994 | $ | 181 | ||
| Accounts Receivable | 45,171 | 114 | ||||
| Prepaid Expenses | 7,500 | 27,175 | ||||
| Total Current Assets | 165,665 | 27,470 | ||||
| Oil and natural gas properties, | ||||||
| successful efforts method of accounting, | ||||||
| net of impairment and dry hole costs | 1,340,290 | 307,476 | ||||
| TOTAL ASSETS | $ | 1,505,955 | $ | 334,946 | ||
| LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | ||||||
| Current Liabilities: | ||||||
| Notes payable | $ | 245,607 | $ | 5,000 | ||
| Common stock payable | 143,618 | 52,800 | ||||
| Accounts payable | 343,991 | 215,502 | ||||
| Total Liabilities | 733,216 | 273,302 | ||||
| Minority Interest | 1,467,013 | - | ||||
| Stockholders’ Equity (Deficit) | ||||||
| Preferred stock, Series A, $.001 par value, 100,000 shares authorized, issued and outstanding respectively | 100 | 100 | ||||
| Common stock, $.001 par value, 100,000,000 shares authorized, 30,152,910 and 29,055,549 shares issued and outstanding, respectively | 30,152 | 29,055 | ||||
| Additional paid-in capital | 2,833,854 | 2,756,122 | ||||
| Deficit accumulated during the exploration stage | (3,558,380 | ) | (2,723,633 | ) | ||
| Total Stockholders’ Equity (Deficit) | (694,274 | ) | 61,644 | |||
| TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT) | $ | 1,505,955 | $ | 334,946 | ||
See accompanying Notes to Financial Statements
3
(An Exploration Stage Company)
CONSOLIDATEDSTATEMENTS OF OPERATIONS
(Unaudited)
| Three Months Ended | Nine Months Ended | Inception Through | |||||||||||||
| May 31, 2007 | May 31, 2006 | May 31, 2007 | May 31, 2006 | May 31, 2007 | |||||||||||
| Oil and Gas Revenues | $ 18,966 | $ 1,154 | $ 41,668 | $ | 4,500 | $ | 48,017 | ||||||||
| General & Administrative | 187,224 | 156,250 | 787,644 | 548,021 | 2,601,638 | ||||||||||
| Oil and Gas Expenses | 5,651 | 3,913 | 7,121 | 8,512 | 21,652 | ||||||||||
| Dry Hole Costs | - | 181,778 | - | 181,778 | 198,953 | ||||||||||
| Depletion | 1,330 | - | 2,952 | - | 2,952 | ||||||||||
| Impairment | - | - | 72,948 | - | 2,032,585 | ||||||||||
| Total Expenses | (194,205 | ) | (341,941 | ) | (870,665 | ) | (738,311 | ) | (4,857,780 | ) | |||||
| Partnership Income (Loss) | - | - | 213,660 | (505,340 | ) | ||||||||||
| Gain on Sale of Assets | - | �� | - | 1,341,744 | 1,341,744 | ||||||||||
| Interest Expense | (3,276 | ) | (32,602 | ) | (6,235 | ) | (94,765 | ) | (371,536 | ) | |||||
| Gain on Extinguishment of Debt | - | - | - | - | 271,289 | ||||||||||
| Discount on Payoff of Notes | - | - | - | - | 396,928 | ||||||||||
| Discount on Note Receivable | - | (78,046 | ) | - | (78,046 | ) | (78,046 | ) | |||||||
| Interest Income | - | 16,123 | 485 | 23,413 | 196,344 | ||||||||||
| Total Non-Operating Income (Loss) | (3,276 | ) | (94,525 | ) | (5,750 | ) | 1,406,006 | 1,251,383 | |||||||
| NET INCOME (LOSS) | $ (178,515 | ) | $ | (435,312 | ) | $ | (834,747 | ) | $ | 672,195 | $ | (3,558,380 | ) | ||
| Basic Income (Loss) per Share | $ (0.01 | ) | $ (0.02 | ) | $ | (0.03 | ) | $ | 0.04 | ||||||
| Basic Weighted Average | |||||||||||||||
| Shares Outstanding | 29,877,307 | 28,458,196 | 29,527,906 | 27,548,608 | |||||||||||
| Diluted Income (Loss) per share | $ (0.01 | ) | $ (0.02 | ) | $ | (0.03 | ) | $ | 0.03 | ||||||
| Diluted Weighted Average | |||||||||||||||
| Shares Outstanding | 29,877,307 | 28,458,196 | 29,527,906 | 40,548,608 | |||||||||||
See accompanying Notes to Financial Statements
4
(An Exploration Stage Company)
CONSOLIDATED STATEMENTS OF CASH FLOW
(Unaudited)
Nine Months Ended May 31, | Inception Through May 31, | ||||||||
| 2007 | 2006 | 2007 | |||||||
| Cash Flows Used in Operating Activities | |||||||||
| Net Income (Loss) | $ | (834,747 | ) | $ | 672,195 | $ | (3,558,380 | ) | |
| Adjustments to Reconcile Net Income (Loss) | |||||||||
| to Net Cash Used in Operating Activities: | |||||||||
| Partnership (Income) Loss | - | (213,660 | ) | 505,340 | |||||
| Share Based Compensation | 394,276 | 221,334 | 1,256,953 | ||||||
| Amortization | 150,723 | ||||||||
| Depletion | 2,952 | - | 2,952 | ||||||
| Gain on Sale of Assets | - | (1,341,744 | ) | (1,341,744 | ) | ||||
| Gain on Settlement | - | - | (349,381 | ) | |||||
| Dry Hole Costs | - | 181,778 | 198,953 | ||||||
| Discount on Note Receivable | - | 78,046 | 78,046 | ||||||
| Impairment | 72,948 | - | 2,032,585 | ||||||
| Changes in: | |||||||||
| Accounts Receivable | (45,057 | ) | (109 | ) | (57,757 | ) | |||
| Prepaid Expenses | 22,470 | (5,974 | ) | (21,079 | ) | ||||
| Accounts Payable | 128,489 | 62,925 | 394,685 | ||||||
| Accrued Expenses | - | 8,580 | (266,287 | ) | |||||
| Net Cash Used in Operating Activities | (258,669 | ) | (336,629 | ) | (974,391 | ) | |||
| Cash Flows Used in Investing Activities | |||||||||
| Loan to Z3, LLC | - | - | (1,850,000 | ) | |||||
| Repayment of Loan to Z3, LLC | - | 1,596,066 | 1,862,586 | ||||||
| Payment of Loan Payable Costs | - | (332,583) | (100,000 | ) | |||||
| Proceeds from Sale of Assets | - | 25,000 | 1,477,358 | ||||||
| Acquisition of Oil and Gas Properties | (1,111,509 | ) | (99,340 | ) | (1,446,436 | ) | |||
| Prepaid Well Costs | - | - | (81,601 | ) | |||||
| Net Cash Provided by (Used in) | |||||||||
| Investing Activities | (1,111,509 | ) | 1,189,143 | (135,298 | ) | ||||
| Cash Flows Provided by | |||||||||
| Financing Activities | |||||||||
| Note payable to Bank | 1,950,000 | ||||||||
| Proceeds from Limited Partnership | 1,242,384 | - | 1,242,384 | ||||||
| Proceeds from Notes Payable | 353,500 | 72,000 | 946,667 | ||||||
| Payments on Notes Payable | (112,893 | ) | (2,928,573 | ) | |||||
| Proceeds from the Sale of Preferred Stock | - | - | 15,000 | ||||||
| Net Cash Provided by | |||||||||
| Financing Activities | 1,482,991 | 72,000 | 1,225,478 | ||||||
| Net Increase (Decrease) in Cash | 112,813 | 924,514 | 112,994 | ||||||
| Cash at Beginning of Period | 181 | 60,531 | - | ||||||
| Cash at End of Period | $ | 112,994 | $ | 985,045 | $ | 112,994 | |||
| Cash paid during the year for: | |||||||||
| Interest | $ | 6,235 | $ | 94,765 | $ | 369,948 | |||
| Tax | $ | - | $ | - | $ | - | |||
| Other non-cash disclosures | |||||||||
| Stock issued for debt | $ | - | $ | - | $ | 1,123 | |||
See accompanying Notes to Financial Statements
AZTEC OIL & GAS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited interim financial statements of Aztec Oil & Gas, Inc. (“Aztec”), have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission (“SEC”), and should be read in conjunction with the audited financial statements and notes thereto contained in Aztec’s Annual Report filed with the SEC on Form 10-KSB. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which would substantially duplicate the disclosure contained in the audited financial statements for fiscal 2006 as reported in the Form 10-KSB have been omitted.
NOTE 2 - EQUITY
During the quarter ended November 30, 2006, Aztec issued 337,345 shares of common stock valued at $46,500 for consulting services and directors' fees.
During the quarter ended February 28, 2007, Aztec issued 295,712 shares of common stock valued at $31,275 for services. Additionally, under the agreement of the PPM, Aztec issued 255,852 warrants valued at $4,902.
During the quarter ended May 31, 2007, Aztec issued 464,304 shares of common stock valued at $51,654 for consulting services directors’ fees.
NOTE 3 - INVESTMENT IN DRILLING PARTNERSHIP
During December 2006, Aztec Oil & Gas Inc. completed the funding of its first new drilling partnership, the Aztec Oil & Gas 2006 Oil & Gas Drilling Partnership. In this new Partnership, Aztec, through its wholly-owned subsidiary, Aztec Energy, LLC, retained a thirty percent ownership and acts as the Managing General Partner. Another Aztec subsidiary, Aztec Drilling & Operating, LLC, serves as the Partnership’s drilling company and operator.
As planned, Aztec Oil & Gas, Inc., through its subsidiaries (collectively “Aztec”), drilled and completed four (4) wells in Doddridge County West Virginia for participation of the Aztec 2006A Oil & Gas Drilling partnership. All four of the Wells were successful and were completed in four or five zones each. The wells started producing in May 2007.
NOTE 4 – NOTES PAYABLE
Aztec has an agreement with CSI Energy, LP (“CSI”) wherein CSI has agreed to provide the Company with funds as needed to permit the Company to meet its monthly operating expenses and other obligations as they become due over the twelve month period following August 31, 2006. As part of this arrangement, Aztec holds a note in the amount of $240,000 payable to CSI. The note bears interest at a rate of 9% per annum and is payable to CSI upon demand.
On May 31, 2007, Aztec executed a loan agreement establishing a line of credit with Amegy Bank National Association. The line of credit is for $100,000 and expires on May 29, 2008. Interest on any outstanding balances will charged at one-half of one percent above the Amegy Bank National Association prime rate. At the time of signing, the prime rate was eight and one-quarter percent (8.25%), making the loan rate eight and three-quarters percent (8.75%). As of July 11, 2007, the amount outstanding under this facility was $50,000.
As used in this Form 10-QSB, references to “Aztec”, the "Company," "we," “our” or "us" refer to Aztec Oil & Gas, Inc. unless the context otherwise indicates.
Forward-Looking Statements
The following discussion should be read in conjunction with our financial statements, which are included elsewhere in this Form 10-QSB. We and our representatives may, from time to time, make written or verbal forward-looking statements, including statements contained in our filings with the United States Securities and Exchange Commission and in our reports to shareholders. Generally, the inclusion of the words “believe”, “expect”, “intend”, “estimate”, “anticipate”, “will”, and similar expressions or the converse thereof, identify statements that constitute “forward-looking statements”.
These forward-looking statements are subject to uncertainties and other factors that could cause actual results to differ materially from such statements as a result of a number of risks and uncertainties including: (a) those risks and uncertainties related to general economic conditions, (b) whether we are able to manage our planned growth efficiently and operate profitable operations, (c) whether we are able to generate sufficient revenues or obtain financing to sustain and grow our operations, (d) whether we are able to successfully fulfill our primary requirements for cash.
Overview
Aztec’s business plan calls for purchasing of interests in producing oil and gas properties with undeveloped reserves. Aztec’s growth strategy is partially based on participation, as it intends to team up with outside participation investors who will assume the costs associated with the drilling of additional wells in exchange for a part of the revenues derived from the wells they finance. Once the well hard costs are repaid to those participation investors, the Company expects that any working interest revenues would be split approximately 50-50 between those participation investors and Aztec and other lease interest holders. The Company expects that implementation of this strategy should allow a reduction in the financial risks for Aztec in drilling new wells, while Aztec would still be receiving income from present field production in addition to income from any successful new drilling.
The Company has a limited operating history with oil and gas properties, upon which an evaluation of the Company, its current business and its prospects can be based, each of which must be considered in light of the risks, expenses and problems frequently encountered by all companies in the early stages of development, and particularly by such companies entering new areas of business. The Company’s prospects must be considered in light of the risks, uncertainties, expenses and difficulties frequently encountered by companies in their early stages of a new business plan, particularly companies involved in the highly competitive oil and gas industry. Such risks include, without limitation, the ability of the Company to manage its operations, including the amount and timing of capital expenditures and other costs relating to the expansion of the company’s operations, direct and indirect competitors of the Company, including those with greater financial, technical and marketing resources, the inability of the Company to attract, retain and motivate qualified personnel and general economic conditions.
Phase two of Aztec's business plan calls for investing in various drilling prospects with industry professionals. Aztec has participated in ten drilling projects in Texas, Oklahoma, and Louisiana. Four of the wells have been completed, three are awaiting evaluation and completion, and three have been plugged and abandoned. Aztec is also participating in a forty well project in Pennsylvania. This project has drilled thirty eight of the forty wells. To date, nineteen wells have been completed.
Aztec participated in a minority participation interest in a two-well drilling program in the Deep Lake Field in Cameron Parish, Louisiana (State Lease 2038). Under the terms of the participation agreement, Aztec is participating as a minority interest holder in drilling and completion of two wells in excess of 13,500 feet each. The first well (Deep Lake Well No. 2), which cost approximately $3.5 million to drill to a vertical depth of approximately 14,300 feet, had a spud (start) date of April 15, 2005. The second well (Deep Lake Well No. 1) was drilled to an approximate vertical depth of 13,600 feet. According to the program's operator and several consulting geologists, both well sites targeted formations that are considered to contain natural gas plus some condensate. Both wells have been drilled and completed into target zones. The wells were connected to the pipeline during Aztec’s fourth quarter of 2006. As of May 31, 2007, both of the wells are producing.
On October 26, 2005, Aztec announced that it has taken a minority working interest in a program to drill up to 40 natural gas wells located in Cambria, Clearfield and Potter counties in Pennsylvania. To date, thirty eight wells have been drilled. Currently, twenty-one wells are producing and five are waiting on connections to pipelines. Additionally, twelve wells are currently under evaluation.
During December 2006, Aztec completed the funding of its first new drilling partnership, the Aztec Oil & Gas 2006 Oil & Gas Drilling Partnership (the “Partnership”), with approximately 20 outside investors. As of May 31, 2007, Aztec had raised $1,357,000 net of related fees and fair value of warrants associated with the private placement from investors toward funding the partnership. In this Partnership, Aztec, through its wholly-owned subsidiary, Aztec Energy, LLC, retained a thirty percent ownership and acts as the Managing General Partner. Another Aztec subsidiary, Aztec Drilling & Operating, LLC, will serve as the Partnership’s drilling company and operator. As planned, Aztec Oil & Gas, Inc., through its subsidiaries (collectively “Aztec”), drilled and completed four (4) wells in Doddridge County West Virginia for participation of the Aztec 2006A Oil & Gas Drilling partnership. All four of the Wells were successful and were completed in four or five zones each. The wells started producing in May 2007.
Management is in the process of seeking other businesses to acquire so that it can expand its operations. The analysis of new business opportunities and evaluating new business strategies will be undertaken by or under the supervision of Aztec’s directors. In analyzing prospective businesses opportunities, management will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Management will also consider the nature of present and expected competition; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors. Aztec anticipates that the results of operations of a specific business venture may not necessarily be indicative of the potential for future earnings, which may be impacted by a change in marketing strategies, business expansion, modifying product emphasis, changing or substantially augmenting management, and other factors.
Management will analyze all relevant factors and make a determination based on a composite of available information, without reliance on any single factor. The period within which Aztec will decide to participate in a given business venture cannot be predicted and will depend on certain factors, including the time involved in identifying businesses, the time required for Aztec to complete its analysis of such businesses, the time required to prepare appropriate documentation and other circumstances.
Should Aztec pursue other potential business opportunities, it anticipates that they will be referred from various sources, including its officers and directors, professional advisors, and its shareholders, who may present unsolicited proposals. Aztec does not plan to engage in any general solicitation or advertising for a business opportunity, and would rely upon personal contacts of its officers, as well as indirect associations with other business and professional people. Management's reliance on "word of mouth" may limit the number of potential business opportunities identified. While it is not presently anticipated that Aztec will engage unaffiliated professional firms specializing in business acquisitions or reorganizations, such firms may be retained if management deems it in the best interest of Aztec.
Aztec will not restrict its search to any particular business, industry, or geographical location. Management reserves the right to evaluate and enter into any type of business in any location. In seeking a business venture, the decision of management will not be controlled by an attempt to take advantage of any anticipated or perceived appeal of a specific industry, management group, product, or industry, but will be based on the business objective of seeking long-term capital appreciation. Aztec may participate in a newly organized business venture or in a more established business. Participation in a new business venture entails greater risks since, in many instances, management of such a venture may not have a proven track record; the eventual market for such venture's product or services will likely not be established; and the profitability of the venture will be untested and impossible to accurately forecast. Should Aztec participate in a more established venture that is experiencing financial difficulty, risks may stem from Aztec's inability to generate sufficient funds to manage or reverse the circumstances causing such financial problems.
Aztec has not demonstrated a successful business plan or profitability to date, and Aztec anticipates that it will continue to incur net losses for the foreseeable future. The extent of these losses will depend, in part, on the amount of expenditures Aztec earmarks to execute its new business strategy. As of May 31, 2007, Aztec had an accumulated deficit of $3,558,381. Aztec expects that its operating expenses will increase as it defines its new business strategy, especially in the areas of acquisitions.
Thus, Aztec will need to generate revenues to achieve profitability. To the extent that increases in its operating expenses precede or are not subsequently followed by commensurate increases in revenues, or that Aztec is unable to adjust operating expense levels accordingly, Aztec’s business, results of operations and financial condition would be materially and adversely affected. There can be no assurances that Aztec can achieve or sustain profitability or that Aztec’s operating losses will not increase in the future.
Results of Operations
For the three months ended May 31, 2007, the Company recognized oil and gas revenue of $18,966 as compared to $1,154 for the same period last year. Oil and Gas expenses were $5,651 for the three month period as compared to $3,913 for the same period last year. Depletion expense was $1,330 as compared to $0 for the same period in the prior year. General and administrative expenses for the three months ended May 31, 2007 were $187,224 as compared to $156,250 for the same period last year. For the three months ended May 31, 2007, the Company recognized interest income of $0 as compared to $16,123 interest income for the same period last year.
For the nine months ended May 31, 2007, the Company recognized oil and gas revenue of $41,668 as compared to $4,500 for the same period last year. Oil and Gas Expenses were $7,121 for the nine month period as compared to $8,512 for the same period last year. Depletion expense was $2,952 as compared to $0 for the same period in the prior year. General and administrative expenses for the nine months ended May 31, 2007 were $787,644 as compared to $548,021 for the same period last year. For the nine months ended May 31, 2007, the Company recognized interest income of $485 as compared to $23,413 interest income for the same period last year.
Liquidity and Capital Resources
During nine months ended May 31, 2007 Aztec issued 1,097,361 shares of common stock valued at $129,429. Additionally, under the agreement of the PPM, Aztec issued 255,852 warrants valued at $4,902.
At quarter end Aztec has three consultants who are paid a total of $16,100 in stock on a monthly basis. For one consultant, the number of shares is determined using an average closing price of the last five days each month. For the other consultants, the number of shares is determined by using the average value of the shares traded during the month. An additional consultant is paid monthly in stock based on 2/3 of his total hours times billing rate. The remaining 1/3 is paid in cash.
At quarter end, Aztec had two directors who are paid a total of $13,000 in stock on a quarterly basis. The number of shares for one is determined by using the average value of the shares traded during the last month. The number of shares for the other is determined by using the average closing price of the last five days of the quarter.
On May 31, 2007, Aztec executed a loan agreement establishing a line of credit with Amegy Bank National Association. The line of credit is for $100,000 and expires on May 29, 2008. Interest on any outstanding balances will charged at one-half of one percent above the Amegy Bank National Association prime rate. At the time of signing, the prime rate was eight and one-quarter percent (8.25%), making the loan rate eight and three-quarters percent (8.75%). As of July 11, 2007, the amount outstanding under this facility was $50,000.
Aztec has an agreement with CSI Energy, LP (“CSI”) wherein CSI has agreed to provide the Company with funds as needed to permit the Company to meet its monthly operating expenses and other obligations as they become due over the twelve month period following August 31, 2006. As part of this arrangement, Aztec holds a note in the amount of $240,000 payable to CSI . The note bears interest at a rate of 9% per annum and is payable to CSI upon demand.
Other than the CSI agreement and the above mentioned notes, the Company does not have any preliminary agreements or understandings between the Company and its officers and directors with respect to loans or financing to operate the Company.
As of May 31, 2007, Aztec had $112,994 in cash. Aztec believes, between its current credit arrangements and cash on hand, that it has enough monies to sustain itself for the next twelve months.
ITEM 3. CONTROLS AND PROCEDURES
Changes in Internal Controls over Financial Reporting
There have been no changes in the Company's internal control over financial reporting during the last quarterly period covered by this report that have materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting.
PART II OTHER INFORMATION
There are no pending legal proceedings to which Aztec is a party or in which any director, officer or affiliate of Aztec, any owner of record or beneficially of more than 5% of any class of voting securities of Aztec, or security holder is a party adverse to Aztec or has a material interest adverse to Aztec. Aztec’s property is not the subject of any pending legal proceedings.
None.
None.
There were no matters submitted to a vote of security holders during the fiscal quarter ended May 31, 2007.
ITEM 5. Other Information
None.
ITEM 6. Exhibits and Reports on Form 8K
(a) Exhibits
The following exhibits are filed with this Quarterly Report on Form 10-QSB:
Exhibit Number | Description of Exhibit |
| 31.1 | Certification the President and Director pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 31.2 | Certification Certifications of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| 32.1 | Certification of President and Director pursuant to 18 U.S.C.Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C.Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
(b) Reports on Form 8-K
In a Form 8-k filed September 14, 2006 the company announced changes in principal officers. Effective August 28, 2006, Dr. Kenneth Lehrer has vacated the position of Chief Financial Officer and has been elected Senior Economist. Larry Hornbrook has been elected as Vice President of the Company and will fill the vacancy of Chief Financial Officer.
In a Form 8-K filed December 18, 2006, the company determined that it should amend the audited financial statements for the twelve months ended August 31, 2006 previously filed with the Securities and Exchange Commission on December 14, 2006, to correct formatting and typographical errors that were created in the process of EDGARizing the filing. These items relate to several financial tables in the filing and are necessary to clarify the information in those tables. The company intends to file amended financial statements for this period to correct these errors in Aztec's Annual Report on Form 10-KSB later today, December 18, 2006. The amended financials will not differ substantially, if at all, from the financial statements previously filed.
In a Form 8-K filed June 15, 2007, the Company’s board of directors has elected Franklin C. Fisher, Jr. as its new Chief Executive Officer. Mr. Fisher has also been elected to the position of Chairman of the Board of Directors.
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.
AZTEC OIL & GAS, INC. | |
| Dated: July 16, 2007 | By: /s/Larry A. Hornbrook |
| Name: Larry A. Hornbrook | |
| Title: Chief Financial Officer | |