U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB
(Mark One)
[x] Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
of 1934
For the quarterly period ended November 30, 2005.
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[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
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Commission File Number: 000-32015
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Aztec Oil & Gas, Inc.
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(Exact name of small business issuer as specified in its charter)
Nevada 87-0439834
-------------------------------- --------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
770 South Post Oak Lane, Suite 435, Houston, Texas 77056
--------------------------------------------------- -------------
(Address of principal executive offices) (zip code)
Issuers telephone number: (713) 877-9800
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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 February 17, 2006, the registrant's outstanding common stock consisted of
27,577,194 shares of common stock outstanding and 100,000 shares of preferred
stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements................................. 3
Balance Sheet (unaudited)............................ 4
Statements of Operations (unaudited)................. 5
Statements of Cash Flows (unaudited)................. 6
Notes to Financial Statements........................ 7-9
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 10
Item 3. Controls and Procedures.............................. 16
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 17
Item 2. Changes in Securities and Use of Proceeds............ 17
Item 3. Defaults upon Senior Securities...................... 17
Item 4. Submission of Matters to a Vote
of Security Holders................................. 17
Item 5. Other Information..................................... 17
Item 6. Exhibits and Reports on Form 8-K...................... 18
Signatures...................................................... 19
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
3
AZTEC OIL & GAS, INC.
(formerly Aztec Communications Group, Inc.)
(A Development Stage Company)
BALANCE SHEET
November 30, 2005
(Unaudited)
ASSETS
Current Assets
Cash $ 120,020
Accounts Receivable 132
----------
Total Current Assets 120,152
----------
Oil and natural gas properties,
successful efforts method of accounting
Unproved properties - not being amortized,
net of impairment and dry hole costs 357,061
----------
Non-current Assets
Investment in Z2, using equity method 415,868
Prepaid Costs 68,581
----------
Total Non-current Assets 484,449
----------
$ 961,662
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Notes Payable $1,162,258
Common Stock Payable 318,836
Accounts Payable 277,711
Accrued Interest 53,179
----------
Total Current Liabilities 1,811,984
----------
Long-term Liabilities
Notes Payable 250,000
----------
Total Liabilities 2,061,984
----------
Stockholders' Deficit
Preferred Stock, Series A, $.001 par value,
100,000 shares authorized, issued and outstanding 100
Common Stock, $.001 par value, 100,000,000 shares
authorized, 27,481,554 shares issued and outstanding 27,481
Additional Paid in Capital 2,473,128
Deficit Accumulated During the Development Stage (3,601,031)
----------
Total Stockholders' Deficit (1,100,322)
----------
$ 961,662
==========
4
AZTEC OIL & GAS, INC.
(formerly Aztec Communications Group, Inc.)
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
Inception
Three Months Ended Through
November 30, November 30,
2005 2004 2005
----------- --------- --------------
Oil and Gas Income $ 1,212 $ - $ 1,513
Oil and Gas Expenses (1,355) - (1,378)
----------- --------- ------------
Net Oil and Gas Income (Loss) (143) - 135
General & Administrative 115,875 33,384 460,932
Dry Hole Costs - - 17,175
Share Based Compensation 77,534 74,250 641,008
Interest 32,372 63,395 290,438
Amortization - 24,932 100,000
Impairment - - 1,959,637
----------- --------- ------------
Total Operating Expenses (225,781) (195,961) (3,469,190)
Partnership Income (Loss) 415,868 (324,677) (303,132)
Interest Income 5,613 31,512 171,156
----------- --------- ------------
Total Non operating Income (Loss) 421,481 (293,165) (131,976)
----------- --------- ------------
NET INCOME (LOSS) $ 195,557 $(489,126) $(3,601,031)
========== ========== ============
Basic income (loss) per share $.01 $(.02)
Weighted average shares outstanding 27,396,106 26,193,414
Diluted income per share $.00
Diluted weighted average shares
Outstanding 40,023,956
5
AZTEC OIL & GAS, INC.
(formerly Aztec Communications Group, Inc.)
(A Development Stage Company)
STATEMENTS OF CASH FLOW
(Unaudited)
Inception
Three Months Ended Through
November 30, November 30,
2005 2004 2005
---------- --------- ------------
Cash Flows Used in Operating Activities
Net income (loss) $ 195,557 $ (489,126) $(3,601,031)
Adjustments to reconcile net income to net
cash used in operating activities:
Partnership (Income) Loss (415,868) 324,677 303,132
Share Based Compensation 77,534 74,250 641,008
Amortization - 24,932 100,000
Dry Hole Costs - - 17,175
Impairment - - 1,959,637
Changes in:
Accounts Receivable 12,454 (50,000) (132)
Prepaid Expenses 35,095 - 7,815
Accounts Payable 67,594 15,844 211,154
Accrued Expenses 14,489 22,017 58,284
---------- --------- ------------
Net Cash Used in Operating Activities (13,145) (77,406) (302,958)
---------- --------- ------------
Cash Flows Used in Investing Activities
Loan to Z3, LLC - - (1,850,000)
Repayment of Loan to Z3, LLC 131,122 118,488 1,850,000
Payment of loan payable costs - - (100,000)
Acquisition of Oil and Gas Property (116,435) - (348,718)
Prepaid Well Costs 41,039 - (40,562)
---------- --------- ------------
Net Cash Provided by (Used in)
Investing Activities 55,726 118,488 (489,280)
---------- --------- ------------
Cash Flows Provided by Financing Activities
Notes Payable - - 1,950,000
Repayment of Notes Payable (7,092) (36,122) (1,597,909)
Proceeds from Notes Payable 24,000 - 545,167
Proceeds from sales of preferred stock - - 15,000
---------- --------- ------------
Net Cash Provided by (Used in)
Financing Activities 16,908 (36,122) 912,258
---------- --------- ------------
Net increase (decrease) in cash 59,489 4,960 120,020
Cash at beginning of period 60,531 - -
---------- --------- ------------
Cash at end of period $ 120,020 $ 4,960 $ 120,020
========== ========= ============
Cash paid during the year for:
Interest $ 279 $ 31,378
Taxes $ - $ -
6
AZTEC OIL & GAS, INC.
(formerly Aztec Communications Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
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/A. 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 2005 as
reported in the form 10-KSB/A have been omitted.
NOTE 2 - INVESTMENT IN Z2
On September 5, 2004, Aztec purchased a 31.283% membership unit interest in Z2,
LLC, a Florida limited liability company, for $515,000 in notes payable and
400,000 shares of Aztec common stock valued at $204,000. Z2, LLC owns a 100%
working interest in the Big Foot oil field in Texas. In the quarter ended
November 30, 2006, Aztec recorded partnership income of $415,868 related to this
investment.
Aztec's investment in the partnership Z2 LLC constitutes a significant portion
of its assets. The company's share of Z2 LLC is 31.283%.
Quarters Ended November 30,
2005 2004
---------- ------------
Gross Sales 829,043 686,556
Hedge Income (Loss) 2,076,806 (1,146,010)
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Net Sales 2,905,849 (459,454)
Gross Profit 2,507,668 (991,539)
Net Income (Loss) 2,168,758 (1,037,870)
Aztec's share of income from Z2 LLC was used first to offset unrecognized losses
from prior periods of approximately $261,600. Income in excess of the
unrecognized losses was reported as income and increased the company's basis in
Z2 LLC.
7
AZTEC OIL & GAS, INC.
(formerly Aztec Communications Group, Inc.)
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 3 - EQUITY
During the quarter ended November 30 2005, Aztec issued 197,197 shares of common
stock valued at $77,533 for consulting services.
In addition, the company issued 2,006 shares valued at $1,122 to reduce the
stock payable.
NOTE 4 - OIL AND GAS PROPERTIES
All oil and gas interests currently owned directly by Aztec fall into the
unproved, exploratory category. While some wells have been completed and are
preparing to deliver oil or gas, there is insufficient data to re-categorize the
wells from exploratory to proved and make a determination of the proved
reserves.
NOTE 5 - SUBSEQUENT EVENTS
In December 2005, Aztec issued 95,640 shares of common stock valued at $17,100
for consulting services.
Aztec Oil & Gas, Inc. noticed the management of Z2, LLC in late January, 2006
that numerous disputes existed with respect to the organizational agreements and
operations of the assets of Z2, LLC. Aztec has reached a settlement with Z2, LLC
and other affiliated parties to resolve these disputes whereby Aztec has agreed
to sell its interest in Z2, LLC. The specific terms of this settlement are the
subject of a confidentiality agreement which restricts disclosure of material
terms of the transaction pending its full and complete consummation.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Aztec's business plan calls for purchasing interests in producing oil & gas
properties with undrilled 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 Z2 and Aztec in drilling new wells, while
both Z2 and Aztec would still be receiving income from present field production
in addition to income from any successful new drilling.
Phase two of Aztec's business plan calls for investing in various drilling
prospects with industry professionals. Aztec is participating in two drilling
projects in Wharton County, Texas, plus a number of other drilling projects in
Oklahoma, Pennsylvania and Louisiana.
The Big Foot 2004-1 Drilling Program LP has received funds from two investment
groups affiliated with shareholders of Aztec to fund the drilling phase of four
(4) new infield oil wells to be drilled on the Z2 LLC properties, in which Aztec
holds a 31.283% interest. These four (4) wells were the first wells funded in
accord with phase one of Aztec's business model that calls for participation
from outside investors to assume the cost of drilling wells in exchange for a
part of the revenues derived from the wells they finance.
The Drilling Program received approximately $1,400,000 to fund the drilling of
the four new wells. If the wells are successful, the investment groups will
receive 75% of the working interest from the wells until the costs are
recovered. Thereafter, working interest revenues would be split 50/50 between
the investor groups and Z2 LLC, with Aztec receiving 31.283% of any such
proceeds to Z2 LLC.
The Company 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, are deemed to be productive and are awaiting pipeline and
plant hookup. The Deep Lake field has already produced in excess of one trillion
cubic feet of gas to date.
9
On October 21, 2005 the Company announced its recent progress in the McCoy No. 2
well in the Barnett Shale play north of Fort Worth, Texas. The McCoy No. 2 well
has recently been completed and is in the "flow-back" process after completion
of stimulation procedures. The operator of the well reported present oil
production of approximately 130 barrels of oil per day and good gas presence
with approximately 70% of the treatment fluid recovered to date. The operator
anticipates complete fluid recovery and analysis of production capability over
the next 45 days. Strong oil and gas production is projected from this well.
McCoy No. 2 is Aztec's first well in Aztec's efforts to participate in the
exploitation of oil and gas reserves in the Barnett Shale play. Under the terms
of the participation agreement with Rife Energy Operating, Inc., the operator,
Aztec Oil & Gas acquired a minority working interest in the drilling and
completion of McCoy No. 2.
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. Drilling of the first well has
already been completed. According to initial projections from the operator, the
well was drilled to about 3,500 feet and is expected to produce natural gas from
several regionally producing sandstone formations. The drilling was completed
and casing set on October 11, 2005. The operator is in the process of performing
completion work on the well.
Results of Operations
- ---------------------
For the three months ended November 30, 2005, the Company oil and gas income of
$1,212 as compared to no revenues for the same period last year. Oil and Gas
Expenses were $(1,355) for the Quarter, which resulted in a net Oil and Gas
Income loss of $(143). Total operating expenses for the three months ended
November 30, 2005 were $225,781 as compared to $195,961 for the same period last
year. For the three months ended November 30, 2005, the Company generated
partnership income $415,868, as compared to $(324,677) for the same period last
year. For the three months ended November 30, 2005, Total income as $195,557 or
$0.01 per share, as compared to a loss of $(489,126) or $(0.02) for the same
period last year.
Results of operations for the interim periods are not indicative of annual
results.
On December 14, 2005, Aztec concluded that the Company needs to restate its
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, and twelve month period ending August 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. Management
intends to file restated financial statements for these periods to correct these
misstatements as soon as practicable.
On February 17, 2006, Aztec concluded that the Company needs to restate its
audited financial statements for the twelve month period ending August 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. Management intends to file restated financial statements for these
periods to correct these misstatements as soon as practicable.
This Quarterly Report properly reflects all year-to-date adjustments relating to
the misstatements discussed above.
Plan of Operation
- -----------------
The Company believes it has enough monies to sustain itself for the next twelve
months. However, there can be no assurances to that effect, as the Company
presently has limited revenues and the Company's need for capital may change
dramatically. In the event the Company requires additional funds, the Company
will have to seek loans or equity placements to cover such cash needs. There is
no assurance additional capital will be available to the Company on acceptable
terms. In the event the Company is able to complete business
acquisitions/participations during this period, lack of its existing capital may
be a sufficient impediment to prevent it from accomplishing the goal of
implementing the business acquisitions/participations. There is no assurance,
however, that without funds it will ultimately allow Registrant to complete
business acquisitions/participations. Once a business acquisition/ participation
is completed, the Company's needs for additional financing are likely to
increase substantially.
Management is in the process of seeking other participations/business to acquire
so that it can expand its operations. The analysis of new businesses
opportunities and evaluating new business strategies will be undertaken by or
under the supervision of the Company'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. The
Company 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 the Company will decide to participate in a given business
venture cannot be predicted and will depend on certain factors, including the
time involved in identifying participations/businesses, the time required for
the Company to complete its analysis of such participations/businesses, the time
required to prepare appropriate documentation and other circumstances.
11
Liquidity and Capital Resources
- -------------------------------
On September 5, 2004, Aztec purchased a 31.283% membership unit interest in Z2,
LLC, a Florida limited liability company, for $515,000 in notes payable and
400,000 shares of Aztec common stock valued at $204,000. Z2, LLC owns a 100%
working interest in the Big Foot oil field in Texas. In the quarter ended
November 30, 2006, Aztec recorded partnership income of $415,868 related to this
investment.
During the quarter ended November 30 2005, Aztec issued 197,197 shares of common
stock valued at $77,533 for consulting services.
In addition, the company issued 2,006 shares valued at $1,122 to reduce the
stock payable.
The Company has limited financial resources available, which has had an adverse
impact on the Company's liquidity, activities and operations. These limitations
have adversely affected the Company's ability to obtain certain projects and
pursue additional business. There is no assurance that the proceeds of the
Company will be able to raise sufficient funding to enhance the Company's
financial resources sufficiently to generate volume for the Company.
Market For Company's Common Stock
(i) Market Information
- ----------------------
The Company's Common Stock is traded on the OTC Bulletin Board under the symbol
"AZGS." There has been sporadic trading activity in the Common Stock. There are
no assurances trading activity will take place in the future for the Company's
Common Stock.
(a) There are currently 6,200,000 warrants for shares of Common Stock which are
subject to conversion on a one-to-one basis. These are five year warrants, which
include piggyback registration rights on the underlying stock, with an exercise
price of to be mutually determined by the Board of Directors and Warrant
Holder(s), the exercise date is not sooner than one year and not later than five
years, ending April, 2009. There are no outstanding options to purchase, or
securities convertible into, the Company's common stock.
(b) The Company did not repurchase any of its shares during the first quarter of
the fiscal year covered by this report.
12
(ii) Dividends
- --------------
Holders of common stock are entitled to receive such dividends as the board of
directors may from time to time declare out of funds legally available for the
payment of dividends. No dividends have been paid on our common stock, and we do
not anticipate paying any dividends on our common stock in the foreseeable
future.
(iii) Preferred Stock
- ---------------------
On June 11, 2004, the Board of Directors approved Articles of Designation of
Series A Preferred Stock. Series A Preferred stock was established on August 26,
2004. All 100,000 authorized shares were immediately issued, with 50,000 shares
for $15,000 cash and 50,000 shares for services valued at $15,000. The shares of
outstanding Series A Preferred Stock shall have the number of votes equal to
seventy percent (70%) of votes of all outstanding shares of capital stock such
that all the outstanding shares of Preferred Stock shall always constitute 70%
of the voting rights of the Corporation, but the holders are not obliged or
bound to vote together. Such Series A Preferred stock has no other extraordinary
preferences.
Forward-Looking Statements
- --------------------------
This Form 10-QSB includes "forward-looking statements" within the meaning of
Section 27A of the Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. All statements, other than
statements of historical facts, included or incorporated by reference in this
Form 10-QSB which address activities, events or developments which the Company
expects or anticipates will or may occur in the future, including such things as
future capital expenditures (including the amount and nature thereof), finding
suitable merger or acquisition candidates, expansion and growth of the Company's
business and operations, and other such matters are forward-looking statements.
These statements are based on certain assumptions and analyses made by the
Company in light of its experience and its perception of historical trends,
current conditions and expected future developments as well as other factors it
believes are appropriate in the circumstances.
However, whether actual results or developments will conform with the Company's
expectations and predictions is subject to a number of risks and uncertainties,
general economic market and business conditions; the business opportunities (or
lack thereof) that may be presented to and pursued by the Company; changes in
laws or regulation; and other factors, most of which are beyond the control of
the Company.
13
This Form10-QSB contains statements that constitute "forward-looking
statements." These forward-looking statements can be identified by the use of
predictive, future-tense or forward-looking terminology, such as "believes,"
"anticipates," "expects," "estimates," "plans," "may," "will," or similar terms.
These statements appear in a number of places in this Registration and include
statements regarding the intent, belief or current expectations of the Company,
its directors or its officers with respect to, among other things: (i) trends
affecting the Company's financial condition or results of operations for its
limited history; (ii) the Company's business and growth strategies; and, (iii)
the Company's financing plans. Investors are cautioned that any such
forward-looking statements are not guarantees of future performance and involve
significant risks and uncertainties, and that actual results may differ
materially from those projected in the forward-looking statements as a result of
various factors. Factors that could adversely affect actual results and
performance include, among others, the Company's limited operating history,
dependence on continued growth in the irrigation industry, potential
fluctuations in quarterly operating results and expenses, government regulation
dealing with irrigation systems, technological change and competition.
Consequently, all of the forward-looking statements made in this Form 10-QSB are
qualified by these cautionary statements and there can be no assurance that the
actual results or developments anticipated by the Company will be realized or,
even if substantially realized, that they will have the expected consequence to
or effects on the Company or its business or operations. The Company assumes no
obligations to update any such forward-looking statements.
Item 3. Controls and Procedures
As of the end of the period covered by this report, the Company conducted an
evaluation, under the supervision and with the participation of the principal
executive officer and principal financial officer, of the Company's disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Securities Exchange Act of 1934 (the "Exchange Act")). Based on this evaluation,
the principal executive officer and principal financial officer
concluded that the Company's disclosure controls and procedures are not
effective to ensure that information required to be disclosed by the Company in
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time periods specified in Securities and
Exchange Commission rules and forms. There was no change in the Company's
internal control over financial reporting during the Company's most recently
completed fiscal quarter that has materially affected, or is reasonably likely
to materially affect, the Company's internal control over financial reporting.
14
PART II OTHER INFORMATION
ITEM 1. Legal Proceedings
Aztec Oil & Gas, Inc. noticed the management of Z2, LLC in late January, 2006
that numerous disputes existed with respect to the organizational agreements and
operations of the assets of Z2, LLC. Aztec has reached a settlement with Z2, LLC
and other affiliated parties to resolve these disputes whereby Aztec has agreed
to sell its interest in Z2, LLC. The specific terms of this settlement are the
subject of a confidentiality agreement which restricts disclosure of material
terms of the transaction pending its full and complete consummation.
ITEM 2. Changes in Securities and Use of Proceeds
During the quarter ended November 30 2005, Aztec issued 197,197 shares of common
stock valued at $77,533 for consulting services.
In addition, the company issued 2,006 shares valued at $1,122 to reduce the
stock payable.
ITEM 3. Defaults upon Senior Securities
None.
ITEM 4. Submission of Matters to a Vote of Security Holders
During the quarter ended, no matters were submitted to the Company's security
holders.
ITEM 5. Other Information
None.
15
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Title of Document
-----------------------------------------------
31.1 Certifications of the President and Director pursuant to Section
302 of the Sarbanes-Oxley Act of 2002.
31.2 Certifications of the Chief Financial Officer pursuant to Section
302 of the Sarbanes-Oxley Act of 2002
32.1 Certifications 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 Certifications 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, during the Quarter ended November 30, 2005.
The Company filed a Current Report September 29, 2005, pursuant to Item Item
7.01 ("Regulation FD Disclosure") and Item 9.01 ("Exhibit").
The Company filed an amended Current Report on October 4, 2005, pursuant to Item
4.02 ("Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review").
The Company filed an amended Current Report on October 4, 2005, pursuant to Item
4.02 ("Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review"), and Item 9.01 ("Exhibits").
The Company filed a Current Report October 25, 2005, pursuant to Item
Item 5.02 ("Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers").
Subsequent Form 8-K Filings:
The Company filed a Current Report on December 15, 2005, pursuant to Item 4.02
("Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review").
The Company filed a Current Report on December 19, 2005, pursuant to Item 9.01
("Exhibit"), entitled, Letter from Malone & Bailey, PC.
The Company filed an amended Current Report on January 4, 2006, pursuant to Item
4.02 ("Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review") and Exhibit 9 ("Exhibits").
16
The Company filed a Current Report on February 21, 2006, pursuant to Item 4.02
("Non-Reliance on Previously Issued Financial Statements or a Related Audit
Report or Completed Interim Review").
SIGNATURES
In accordance with Section 12 of the Securities Exchange Act of 1934, the
registrant caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized.
Aztec Oil & Gas, Inc.
---------------------
Registrant
Dated: Feb. 22, 2006 By /s/ Kirk N. Blackim
------------- ---------------------------------
Kirk N. Blackim,
President and Director
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: Feb. 22, 2006 By: /s/ Kirk N. Blackim
------------- ----------------------------------
Kirk N. Blackim
President and Director
17
Exhibit 31.1 - President and Director Certification (Section 302)
CERTIFICATION OF PRESIDENT
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION
I, Kirk N. Blackim, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Aztec Oil &
Gas, Inc.;
2. Based on my knowledge, this quarterly 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 circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly 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 quarterly 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 evaluation; and
c) Disclosed in this report any change in the registrant's 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(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and to the audit committee of
the registrant's board of directors (or persons fulfilling the
equivalent function):
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.
Dated: Feb. 22, 2006 By: /s/ Kirk N. Blackim
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Kirk N. Blackim
President and Director
Exhibit 31.2 -- Chief Financial Officer Certification (Section 302)
CERTIFICATION OF CHIEF FINANCIAL OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION
I, Kenneth E. Lehrer, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Aztec Oil &
Gas, Inc.;
2. Based on my knowledge, this quarterly 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 circumstances
under which such statements were made, not misleading with respect to
the period covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly 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 quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the
registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly 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 quarterly 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 evaluation; and
c) Disclosed in this report any change in the registrant's 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(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrant's auditors and to the audit committee of
the registrant's board of directors (or persons fulfilling the
equivalent function):
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.
Dated: Feb. 22, 2006 By: /s/ Kenneth E. Lehrer
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Kenneth E. Lehrer
Chief Financial Officer
Exhibit 32.1 - President and Director Certification (Section 906)
CERTIFICATION 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 Oil & Gas, Inc. (the "Company")
on Form 10-QSB for the period ending November 30, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"). I, Kirk N.
Blackim, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C.
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result
of operations of the Company.
/s/ Kirk N. Blackim
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Kirk N. Blackim
President and Director
Date Feb. 22, 2006
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Exhibit 32.2 - Chief Financial Officer Certification (Section 906)
CERTIFICATION 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 Oil & Gas, Inc. (the "Company")
on Form 10-QSB for the period ending November 30, 2005 as filed with the
Securities and Exchange Commission on the date hereof (the "Report"). I, Kenneth
D. Lehrer, Chief Financial Officer of the Company, certify, pursuant to 18
U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge and belief:
(1) The Report fully complies with the requirements of section
13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2) The information contained in the Report fairly presents, in
all material respects, the financial condition and result
of operations of the Company.
/s/ Kenneth E. Lehrer
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Kenneth E. Lehrer
Chief Financial Officer
Date Feb. 22, 2006
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