UNITED STATES
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): December 14, 2005
Aztec Oil & Gas, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-32015 87-0439834
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
770 South Post Oak Lane, Suite 435, Houston, Texas 77056
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(Address of principal executive offices) (zip code)
Issuers telephone number: (713) 877-9800
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Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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SECTION 4 - MATTERS RELATED TO ACCOUNTANTS AND FINANCIAL STATEMENTS
ITEM 4.02. NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A RELATED
AUDIT REPORT OR COMPLETED INTERIM REVIEW.
On December 14, 2005, we concluded that we should restate our unaudited interim
financial statements for the three months ended November 30, 2004, for the three
and six-months ended February 28, 2005 and for the three and nine-months ended
May 31, 2005 previously filed with the Securities and Exchange Commission, to
correct misstatements relating to the accounting for our equity method
investment in Z2, LLC and the accounting for certain consulting contract
expenses. We intend to file restated financial statements for these quarterly
periods to correct these misstatements in Form 10-QSB/A as soon as practicable.
On December 14, 2005, Aztec filed its most recent Annual Report on Form 10-KSB
for the year ended August 31, 2005. This Annual Report properly reflects all
year-to-date adjustments relating to the misstatements discussed above.
We have discussed the matters disclosed in this filing with our independent
registered public accountants, Malone & Bailey, PC.
SIGNATURES
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.
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(Registrant)
Dated: December 15, 2005
/S/Kenneth E. Lehrer
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Kenneth E. Lehrer
Chief Financial Officer