=============================================================================== SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (D) of the SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of Earliest Event Reported) August 8, 2005 AZTEC OIL & GAS, INC. (formerly Aztec Communications Group, Inc.) (Exact name of registrant as specified in its charter) NEVADA (formerly Utah) (State or other jurisdiction of incorporation or organization) 000-32015 87-0439834 (Commission File Number) (IRS Employer Identification Number) Kenneth E. Lehrer Vice President Aztec Oil & Gas, Inc. 770 South Post Oak Lane, Suit 435 Houston, Texas 77056 (Address of principal executive offices) (713) 877-9800 (Registrant's telephone number, including area code) =============================================================================== ITEM 5. CORPORATE GOVERNANCE AND MANAGEMENT Item 5.02 - Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers. On August 8, 2005, the resignation of L. Mychal Jefferson, Monica Jefferson and Terry Roberts as officers and directors of Aztec Oil & Gas, Inc. was accepted and Kenneth E. Lehrer was elected as Director of the Corporation ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS Financial Statements None Exhibits 99.2--Letter of Resignation from L. Mychal Jefferson, Monica Jefferson and Terry Roberts dated August 6, 2004. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. AZTEC OIL & GAS, INC. By: /s/Kenneth E. Lehrer ---------------------------------- Kenneth E. Lehrer, Vice President Date: August 12, 2005 EXHIBIT 99.2 August 6, 2004 To the Board of Directors Aztec Communications Group, Inc. 3730 Kirby, Suite 1200 Houston, Texas 77098 Ladies and Gentlemen: Please accept our resignation as officers and/or directors of Aztec Communications Group, Inc. (the "Corporation") to be effective upon acceptance by the Board of Directors of the Corporation. Executed below by the following persons in the capacities and on the dates indicated. Signature Capacity Date - --------- -------- ---- /s/L. Mychal Jefferson Chairman, Chief Executive Officer, August 6, 2004 - ------------------------------------ President and Director L. Mychal Jefferson, II /s/Monica Jefferson Secretary and Director August 6, 2004 - ------------------------------------ Monica Jefferson /s/Terry Roberts Director August 6, 2004 - ------------------------------------ Terry Roberts