SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
_______________________
FORM 10-QSB
Quarterly Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the quarterly period ended June 30, 2004
or
Transition Report Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
For the transition period from _________ to ___________
Commission file number: 33-3349
_______________________
AZTEC COMMUNICATION GROUP, INC.
(Exact name of Registrant as specified in its charter)
Neveda
87-0439834
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3730 Kirby, Suite 1200 77098
Houston, Texas (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (713) 877-9800
_______________________
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 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 ____ . No X .
The number of shares outstanding of each of the Registrant's classes of Common
Stock, as of June 30, 2004 was 7,374,000
Transitional Small Business Disclosure Format (check one): Yes ____ . No
X.
PART I
FINANCIAL INFORMATION
Item 1. Financial Statements.
The information required by this Item 1 appears on pages 5 through 6 of this
Report, and is incorporated herein by reference.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Registrant has had no material business operations since 1990. The
Registrant has had no revenues since 1990. The Registrant has had cash flows
since 1990. Aztec Communications Group,, Inc., has no assets and no operations
from which it can obtain working capital. Aztec Communications Group,, Inc.,
recognizes that it must find a source of working capital or Aztec
Communications Group,, Inc., may not be able to continue its existence.
Current officers of Aztec Communications Group,, Inc., over the next year, are
seeking a business opportunity through merger or acquisition that would
provide operations with a revenue flow and the possibility of additional
capital investment.
Part II
OTHER INFORMATION
Item 3. Exhibits
(a) List of Documents Filed with this Report.
----------------------------------------
Page
----
(1) Balance Sheet-for the Quarters Ended June 30, 2004 and
2003...............................5
Notes to Consolidated Financial Statements as of June 30, 2004 . . .
.. . . . .. . . . ...10
All schedules have been omitted since the information required to be
submitted has been included in the financial statements or notes or has been
omitted as not applicable or not required.
(2) Exhibits--
The exhibits indicated by an asterisk (*) are incorporated by
reference.
Exhibit No. Identification of Exhibit
- - ----------- -------------------------
3(a)* Articles of Incorporation of Aztec Communication Group, Inc. filed on
2003 with the Secretary of State of Neveda, described in the
Registration Statement on Form S-18 of the Registrant effective February 14,
1986. Commission File No. 33-3349.
3(b)* 10-KSB for the year ended August 31, 2003, filed December 16, 2003.
Commission File No.33-3349.
Computation of Per Share Earnings.
Financial Data Schedule.
(b) Reports on Form 8-K. None
-------------------
(c) Financial Statement Schedules.
-----------------------------
No schedules are required as all information required has been
presented in the audited financial statements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Aztec Communication Group, Inc.
By /s/ L. Mychal Jefferson
II
- -----------------------------------
L. Mychal Jefferson II,
President
August 14, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature
Title Date
---------
- ----- ----
/s/ L. Mychal Jefferson II Chairman, Chief Executive Officer,
July 14, 2004
President and Director
/s/ Terry Roberts Treasurer and Director August 14,
2004
/s/ Monica W. Jefferson Secretary and Director August 14, 2004
Aztec Communication Group, Inc.
(A Development Stage Company)
AZTEC COMMUNICATIONS GROUP, INC.
CERTIFICATIONS PURSUANT TO
18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the Quarterly Report of Aztec Communications Group, Inc.
("Aztec") on Form 10-QSB for the period ending June 30, 2004, as
filed with the Securities and Exchange Commission on the date hereof (the
"Report"), the undersigned, Chief Executive Officer and Chief Financial Officer
of Aztec, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002, that:
(1) The Report fully complies with the requirements of section 3(a) or 15(d) of
the Securities and Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in all material
respects, the financial condition and results of operations of Aztec.
By: L. Mychal Jefferson II
Chief Executive Officer/Chief Financial Officer
August 14, 2004
CERTIFICATION OF CFO PURSUANT TO SECTION 302 OF
THE SABANES ACT OF 2002
CERTIFICATIONS
I, L. Mychal jefferson, certify that:
1. I have reviewed this annual report on Form 10-k of Atec
Communications Group, Inc.;
2. Based on my knowledge, this report does not contain any
untrue statement of a material fact or omit to state a material
fact necessary to make the statements made, in light of the
circumstancesw under which such statemets were made, not
misleading with respect to the period covered by this report;
3. Based onmy knowledge, the financial statements and other
financial infomation included in this report, fairly present
in all material respects the financial condition, results of
operations and cash flows of the registrant as of, and for
the periods presented in this report;
4. The registrant's other certifying officer and I are responsible
for establishing and maintaining disclosure controls and procedures
(as define in Exchange Act Rules 13a-15(e) and 15d-15(e) for the
registrant and have:
A0 Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be disigned under our
supervision, to ensure that material information relating to the
registrant, including its consoildated subsidiaires, is made to us
by others within those entities, paticularly during the period in
which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evalution; and
c) Disclosed in this report any change in the registrant internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter (the registrant's fourth fiscal quarter in
the case of an annual report) that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 14, 2004
/s/ L. Mychal Jefferson
L. Mychal Jefferson
Chief Financial Officer
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Consent of Gwendolyn J. Giles, CFE, CPA
Independent Auditor
I consent to the use, of our report dated November 29, 2003, on the
financial statements of Aztec Communications Group, Inc., (a development
stage company), dated August 31, 2002 included herein and to the reference
made to me.
Houston, Texas
November 29, 2003
Independent Auditors Report
Board of Directors
Aztec Communications Group,, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of Aztec Communications Group,
Inc., (a development stage company), as of August 31, 2003, 2002 and
2001, and the related statements of operations, stockholders' equity, and
cash flows accumulated from January 24, 1986 (Inception) to August 31, 2001,
2002 and the year ended August 31, 2003. These financial statements are the
responsibility of the Company's management. My responsibility is to express
an opinion on these financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating the overall
financial statements presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly,
in all material respects, the financial position of Aztec Communications
Group, Inc., (a development stage company), as of August 31, 2003, 2002
and 2001, and the results of its operations and its cash flows accumulated
from January 24, 1986 (Inception) to August 31, 2003, 2002 and the year ended
August 31, 2001, in conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #4 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
August 31, 2003. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also discussed in Note #4. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Gwendolyn J. Giles CFE, CPA
Houston, Texas
November 29, 2003
Aztec Communications Group,, Inc.
(A Development Stage Company)
Balance Sheets
August 31 2003
November
30, 2003
Assets
Current Assets $ -0-
Total Assets $ -0-
Liabilities & Stockholders' Equity
Current Liabilities
Taxes Payable $ 5100
Stockholders' Equity
Common Stock; 50,000,000 Shares Authorized
at $0.001 Par Value, 7,948,100 Shares Issued
and Outstanding 7,948
Paid In Capital 1,951589
Deficit Accumulated in the Development Stage(1,964,637)
Total Stockholders' Equity ( 5100)
Total Liabilities & Stockholders' Equity $ -0-
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Operations
Accumulated from January 24, 1986 (Inception) to August 31, 2003,
Accumulated 2003
Revenues $ -0- $ -0-
Expenses
Filings & Fees 500 100
Interest Expenses -0- -0-
Advertising Activities -0- -0-
Programing Activities -0- -0-
Administrative Expenses -0- -0-
Loss of Subsidiaries Assets 1,959,637 -0-
Total Expenses 1,964,637 100
Net Loss $1,964,637)($ 100)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From August 24, 1986 (Inception) to August 31, 2002
Deficit
Accumulated
Paid In Development
Common Stock Capital Stage
Balance, January 24, 1986 -0- $ -0- $ -0- $ -0-
Shares Issued to Incorporators 500,000 500
at $0. 01 Per Share
Shares Issued with Public Offering
at $0.10 Per Share 1,266,750 1,266 125,409
Cost of Public Offering ( 12,500)
Shares Issued in Connection
with Reverse Acquisition 6,181,350 6,181 1,821,680
Net Loss for Year Ended
August 31, 1989 ( 1,963,537)
Balance, August 31, 1989 7,948,100 7,948 1,951,589(
1,963,537)
Net Loss for Year Ended
August 31, 1990 ( 100)
Balance, August 31, 1990 7,948,100 7,948 1,951,589(
1,963,637)
Net Loss for Year Ended
August 31, 1991 ( 100)
Balance, August 31, 1991 7,948,100 7,948 1,951,589 (
1,963,737)
Net Loss for Year Ended
December 31, 1992 ( 100)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity -Continued-
From January 24, 1986 (Inception) to August 31, 2003
Deficit
Accumulated
Paid In Development
Common Stock Capital Stage
Balance, August 31, 1992 7,948,100 7,948 1,951,589 (
1,963,837)
Net Loss for Year Ended
August 31, 1993 ( 100)
Balance, August 31, 1993 7,948,100 7,948 1,951,589 (
1,963,937)
Net Loss for Year Ended
August 31, 1994 ( 100)
Balance, August 31, 1994 7,948,100 7,948 1,951,589 (
1,964,037)
Net Loss for Year Ended
August 31, 1995 ( 100)
Balance, August 31, 1995 7,948,100 7,948 1,951,589 (
1,964,137)
Net Loss for Year Ended
August 31, 1996 ( 100)
Balance, August 31, 1996 7,948,100 7,948 1,951,589 (
1,964,237)
Net Loss for Year Ended
August 31, 1997 ( 100)
Balance, December 31, 1997 7,948,100 7,948 1,951,589 (
1,964,337)
Net Loss for Year Ended
August 31, 1998 ( 100)
Balance, August 31, 1999 7,948,100 7,948 1,951,589 (
1,964,437)
Net Loss for Year Ended
December 31, 1998 ( 100)
Balance, August 31, 2000 7,948,100 $ 7,948 $ 1,951,589
($1,964,537)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statements of Cash Flows
Accumulated from January 24, 1986 (Inception) to August 31, 2002,
and the Year Ended August 31, 2003
Accumulated 2003
Cash Flows from Operating Activities
Net Loss ($ 1,964,637)($ 100)
Loss on Subsidiaries Assets 1,959,637 -0-
Amortization -0- -0-
Change in Operating Liabilities;
Increase in Accounts Payable 5100 100
Net Cash Used by Operating
Activities ( -0-) -0-
Cash Flows from Investing Activities
Organization Costs ( -0-) -0-
Net Cash Used in Investing
Activities ( -0-) -0-
Cash Flows from Financing Activities
Proceeds of Sales of Common
Stock -0- -0-
Contributed Capital -0- -0-
Cash from Revenue Acquisition -0- -0-
Net Cash Provided by
Financing Activities -0- -0-
Net Increase (Decrease)
In Cash -0- -0-
Cash at Beginning of Period -0- -0-
Cash at End of Period $ -0- $ -0-
Aztec Communications Group,, Inc.
(A Development Stage Company)
Balance Sheets
August 31 2002 & August 31, 2001
August August
31, 2002 31, 2001
Assets
Current Assets $ -0- $ -0-
Total Assets $ -0- $ -0-
Liabilities & Stockholders' Equity
Current Liabilities
Taxes Payable $ 5000 $ 4900
Stockholders' Equity
Common Stock; 50,000,000 Shares Authorized
at $0.001 Par Value, 7,948,100 Shares Issued
and Outstanding 7,948 7,948
Paid In Capital 1,951589 1,951,589
Deficit Accumulated in the Development Stage(1,964,537)( 1,964,437)
Total Stockholders' Equity ( 5000) ( 4900)
Total Liabilities & Stockholders' Equity $ -0- $ -0-
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Operations
Accumulated from January 24, 1986 (Inception) to August 31, 2001,
and the Year Ended August 31, 2003
Accumulated 2002
Revenues $ -0- $ -0-
Expenses
Filings & Fees 5000 100
Interest Expenses -0- -0-
Advertising Activities -0- -0-
Programing Activities -0- -0-
Administrative Expenses -0- -0-
Loss of Subsidiaries Assets 1,959,537 -0-
Total Expenses 1,964,537 100
Net Loss $1,964,537)($ 100)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From August 24, 1986 (Inception) to August 31, 2003
Deficit
Accumulated
Paid In Development
Common Stock Capital Stage
Balance, January 24, 1986 -0- $ -0- $ -0- $ -0-
Shares Issued to Incorporators 500,000 500
at $0. 01 Per Share
Shares Issued with Public Offering
at $0.10 Per Share 1,266,750 1,266 125,409
Cost of Public Offering ( 12,500)
Shares Issued in Connection
with Reverse Acquisition 6,181,350 6,181 1,821,680
Net Loss for Year Ended
August 31, 1989 ( 1,963,537)
Balance, August 31, 1989 7,948,100 7,948 1,951,589(
1,963,537)
Net Loss for Year Ended
August 31, 1990 ( 100)
Balance, August 31, 1990 7,948,100 7,948 1,951,589(
1,963,637)
Net Loss for Year Ended
August 31, 1991 ( 100)
Balance, August 31, 1991 7,948,100 7,948 1,951,589 (
1,963,737)
Net Loss for Year Ended
December 31, 1992 ( 100)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity -Continued-
From January 24, 1986 (Inception) to August 31, 2003
Deficit
Accumulated
Paid In Development
Common Stock Capital Stage
Balance, August 31, 1992 7,948,100 7,948 1,951,589 (
1,963,837)
Net Loss for Year Ended
August 31, 1993 ( 100)
Balance, August 31, 1993 7,948,100 7,948 1,951,589 (
1,963,937)
Net Loss for Year Ended
August 31, 1994 ( 100)
Balance, August 31, 1994 7,948,100 7,948 1,951,589 (
1,964,037)
Net Loss for Year Ended
August 31, 1995 ( 100)
Balance, August 31, 1995 7,948,100 7,948 1,951,589 (
1,964,137)
Net Loss for Year Ended
August 31, 1996 ( 100)
Balance, August 31, 1996 7,948,100 7,948 1,951,589 (
1,964,237)
Net Loss for Year Ended
August 31, 1997 ( 100)
Balance, December 31, 1997 7,948,100 7,948 1,951,589 (
1,964,337)
Net Loss for Year Ended
August 31, 1998 ( 100)
Balance, August 31, 1999 7,948,100 7,948 1,951,589 (
1,964,437)
Net Loss for Year Ended
December 31, 1998 ( 100)
Balance, August 31, 2000 7,948,100 $ 7,948 $ 1,951,589
($1,964,537)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statements of Cash Flows
Accumulated from January 24, 1986 (Inception) to August 31, 2003
Accumulated 2003
Cash Flows from Operating Activities
Net Loss ($ 1,964,537)($ 100)
Loss on Subsidiaries Assets 1,959,537 -0-
Amortization -0- -0-
Change in Operating Liabilities;
Increase in Accounts Payable 5000 100
Net Cash Used by Operating
Activities ( -0-) -0-
Cash Flows from Investing Activities
Organization Costs ( -0-) -0-
Net Cash Used in Investing
Activities ( -0-) -0-
Cash Flows from Financing Activities
Proceeds of Sales of Common
Stock -0- -0-
Contributed Capital -0- -0-
Cash from Revenue Acquisition -0- -0-
Net Cash Provided by
Financing Activities -0- -0-
Net Increase (Decrease)
In Cash -0- -0-
Cash at Beginning of Period -0- -0-
Cash at End of Period $ -0- $ -0-
Aztec Communications Group,, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
Aztec Communications Group,, Inc., (Aztec Communications Group,) was organized
in the state of Utah on January 24, 1986 and redomicle to Neveda in 2003.
The Articles of Incorporation state the purpose of the corporation is to
conduct business in the field of financial and business consulting and
operation; to seek for and acquire business opportunities in the financial
field; or transact any lawful business, or to promote or conduct any
legitimate object or purpose, under and subject to the laws of the
state of Utah.
NOTE #2 - Significant Accounting Policies
A.The Company uses the accrual method of accounting.
B.Revenues and directly related expenses are recognized in the period when
the goods are shipped to the customer.
C.The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D.Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be computed
by including contingently issuable shares with the weighted average shares
outstanding during the period. When inclusion of the contingently issuable
shares would have an anti-dilutive effect upon earnings per share no diluted
earnings per share shall be presented.
E.Inventories: Inventories are stated at the lower of cost, determined by
the FIFO method or market.
F.Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is amortized over the lesser of the length of the lease of the
related assets of the estimated lives of the assets. Depreciation and
amortization is computed on the straight line method.
G.Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Aztec Communications Group,, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE 3# - Income Taxes
Aztec Communications Group,, Inc., has adopted SFAS 109 to account for income
taxes. Aztec Communications Group,, Inc., currently has no issues that
create timing differences that would mandate deferred tax expense.
Net operating losses would create possible tax assets in future years.
Due to the uncertainty as to the utilization of net operating loss carry
forwards an evaluation allowance has been made to the extent of any tax
benefit that net operating losses may generate. Subsequent to the report
Aztec Communications Group, had a change in officers and a change in control.
When control of an entity changes net operating losses generally can be used
only by the tax payer (Officers) who sustained the losses. There can be no
assurance that the net operating losses sustained before the change in
control will be available for future benefits.
Aztec Communications Group,, Inc., has incurred losses that can be carried
forward to offset future earnings if conditions of the Internal revenue
Codes are met. These losses are as follows:
Year of Loss Amount Expiration Date
1986 - 2002$ 1,964,637 2007 - 2008
1998
Current Tax Asset Value of Net Operating Loss Carry forwards
at Current Prevailing Federal Tax Rate $ 667,943
Evaluation Allowance ( 667,943)
Net Tax Asset$ -0-
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
NOTE #4 - Going Concern
Aztec Communications Group,, Inc., has no assets and no operations from which
it can obtain working capital. Aztec Communications Group,, Inc., recognizes
that it must find a source of working capital or Aztec Communications Group,,
Inc., may not be able to continue its existence. Current officers of Aztec
Communications Group,, Inc., are seeking a business opportunity through
merger or acquisition that would provide operations with a revenue flow
and the possibility of additional capital investment.
NOTE #5 - Stockholders' Equity
Aztec Communications Group,, Inc., is authorized to issue 50,000,000 shares
of $0.001 par value stock. Pursuant to Form S-18 Registration statement Aztec
Communications Group, Inc., issued 1,266,750 shares at $0.10 per share for
gross proceeds of $126,675 cost of the offering was $12,500.In the year ended
August 31, 1987, Aztec Communications Group, Inc., issued 6,181,350 shares in
a reverse acquisition transaction with Lloyd Communications Inc.., and
Subsidiaries, a Illinois Corporation, and Golden Circle Broadcasting, Inc., a
Tennessee Corporation Lloyd Communications Inc., and Subsidiaries, ceased
operations in 1989.
Aztec Communications Group,, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 2002 10-KSB
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> June-30-2004
<PERIOD-END>
<CASH> 0
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 0
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<TOTAL-ASSETS> 0
<CURRENT-LIABILITIES> 5000
<BONDS> 0
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<PREFERRED> 0
<COMMON> 7,948
<OTHER-SE> 0
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