U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10-QSB/A
Amendment No. 1
(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, 2004.
- ---------------------------------------------------------------------------
[ ] Transition Report under Section 13 or 15(d)of the Exchange Act For the
Transition Period from ________ to ___________
- ---------------------------------------------------------------------------
Commission File Number: 000-32015
Aztec Oil & Gas, Inc.
--------------------------------------------
(Name of small business issuer in its charter)
Nevada 87-0430834
- -------------------------------- ------------------
(State or other jurisdiction of (IRS Employer
incorporation or organization) Identification No.)
One Riverway, Suite 1700, Houston, Texas 77056
-------------------------------------------------- ---------
(Address of principal executive offices) (zip code)
Issuers telephone number: (713) 840-6444 Fax number: (713) 622-1937
------------- --------------
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 November 30, 2004, the issuer had 26,982,150 shares of common stock
outstanding and 100,000 shares of preferred stock outstanding.
Transitional Small Business Disclosure Format (Check one): Yes [ ] No [X]
EXPLANATORY NOTE
As previously disclosed in our Current Report on Form 8-K filed on December 15,
2005, we concluded that our unaudited interim financial statements in our
Quarterly Report on Form 10-QSB for the quarterly period ended November 30,
2004, initially filed with the Securities and Exchange Commission on January 13,
2005 (the "original Form 10-QSB"), should be restated. The errors relate to
unrecorded loss from our investment in Z2 and a reclassification of notes
payable and investment in Z2, LLC. See note 5 to our interim financial
statements for the detail of the restatement.
This amendment Number 1 to our Quarterly Report on Form 10-QSB/A is being filed
to amend and restate Items 1 and 2 of Part I. In accordance with Rule 12b-15
under the Securities Exchange Act of 1934, each of the foregoing items has been
amended or restated, in its entirety, and no attempt has been made to modify or
update any other items or other disclosures presented in the Original Form 10-
QSB except as required to reflect the effects of the restatement.
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........................ 7-8
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 9
Item 3. Controls and Procedures.............................. 14
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 15
Item 2. Changes in Securities and Use of Proceeds............ 15
Item 3. Defaults upon Senior Securities...................... 15
Item 4. Submission of Matters to a Vote
of Security Holders................................. 15
Item 5. Other Information..................................... 15
Item 6. Exhibits and Reports on Form 8-K......................15-16
Signatures...................................................... 17
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
3
AZTEC OIL & GAS, INC.
(A Development Stage Company)
BALANCE SHEET
November 30, 2004
ASSETS
(Restated)
----------
Current Assets
Cash $ 4,960
Accounts Receivable 50,000
Note Receivable 1,731,512
----------
Total Current Assets 1,786,472
----------
Non-current Assets
Investment in Z2 394,323
Unamortized Loan Costs,
Net of $30,137 Accumulated Amortization 69,863
----------
Total Non-current Assets 464,186
----------
TOTAL ASSETS $2,250,658
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Notes Payable $2,178,878
Common Stock Payable 204,000
Accounts Payable 68,672
Accrued Interest 33,387
----------
Total Current Liabilities 2,484,937
Long-term Liabilities
Notes Payable 250,000
----------
Total Liabilities 2,734,937
----------
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, 26,982,150 shares issued and outstanding 26,982
Additional Paid-in Capital 2,108,705
Deficit Accumulated During the Development Stage (2,620,066)
----------
Total Stockholders' Deficit (484,279)
----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT $2,250,658
==========
4
AZTEC OIL & GAS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Inception
Three Months Ended Through
November 30, November 30,
2004 2003 2004
(Restated) (Restated)
--------- --------- ----------
General & Administrative $ 58,316 - $ 121,544
Non-cash Compensation 74,250 - 161,250
Interest 63,395 - 84,470
Impairment - - 1,959,637
--------- --------- ----------
Total Operating Expenses (195,961) - (2,326,901)
--------- --------- ----------
Partnership Loss (324,677) - (324,677)
Interest Income 31,512 - 31,512
--------- --------- ----------
Total Non-operating Loss (293,165) - (293,165)
--------- --------- ----------
NET LOSS $(489,126) $ - $(2,620,066)
========= ========= ==========
Basic and diluted
loss per share $ (0.02) $ 0.00
Weighted average
shares outstanding 26,193,414 22,107,150
5
AZTEC OIL & GAS, INC.
(A Development Stage Company)
STATEMENTS OF CASH FLOW
Inception
Three Months Ended Through
November 30, November 30,
2004 2003 2004
(Restated) (Restated)
--------- --------- -----------
Cash Flows Used in
Operating Activities
Net loss $(489,126) $ - $(2,620,066)
Adjustments to Reconcile Net Income
to Net Cash Used in
Operating Activities:
Partnership (Income) Loss 324,677 - 324,677
Share Based Compensation 74,250 - 161,250
Amortization 24,932 - 24,932
Impairment - - 1,959,637
Changes in:
Accounts Receivable (50,000) - (50,000)
Accrued Expense 16,917 - 38,492
Accounts Payable 20,944 - 68,672
--------- --------- -----------
Net Cash Used in
Operating Activities (77,406) - (92,406)
--------- --------- -----------
Cash Flows Used in
Investing Activities
Repayment of Loan to Z2, LLC 118,488 - 118,488
Loan to Z2, LLC - - (1,850,000)
Payment of Loan Payable Costs - - (100,000)
--------- --------- -----------
Net Cash Provided by (Used in)
Investing Activities 118,488 - (1,831,512)
--------- --------- -----------
Cash Flows Provided by
Financing Activities
Notes Payable 255,000 - 2,205,000
Proceeds From Sales of
Preferred Stock - - 15,000
Payment of Note (291,122) - (291,122)
--------- --------- -----------
Net Cash Provided by (Used in)
Financing Activities (36,122) - 1,928,878
--------- --------- -----------
Net Increase in Cash 4,960 - 4,960
Cash at Beginning of Period - - -
--------- --------- -----------
Cash at End of Period $ 4,960 $ - $ 4,960
========= ========= ===========
Cash paid during the year for:
Interest $31,378 $ -
Tax - -
6
AZTEC OIL & GAS, 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. 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 2004 as reported in the form 10-KSB have been omitted.
NOTE 2 - INVESTMENT
In September 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 (60% net revenue interest) in the Big Foot oil field in Texas.
In October 2004, Aztec borrowed $255,000 for the purchase of the 31.283%
interest in Z2, LLC. The notes bear 10% interest, and mature one year from the
issue date.
Aztec loaned $1,850,000 to Z3, LLC (an affiliate of Z2, LLC) for a drilling
program. This loan is being repaid at the rate of $50,000 per month, including
interest at 10.5% per annum.
NOTE 3 - EQUITY
In September 2004, Aztec issued 2,475,000 shares of common stock valued at
$74,250 for consulting services.
In September 2004, Aztec sold 2,000,000 warrants to a consultant for a $100. The
warrants are exercisable at any time at $2 per share, and expire in 5 years.
7
AZTEC OIL & GAS, INC.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
NOTE 4 - SIGNIFICANT EQUITY 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%.
Three Months Ended
November 30, 2004
------------------
Gross Sales 686,556
Hedge(Loss) (1,146,010)
-----------
Net Sales (459,454)
Gross Profit (Loss) (991,539)
Net Income (Loss) (1,037,870)
NOTE 5 - RESTATEMENT
On December 14, 2005, we concluded that we should restate our unaudited interim
financial statements as of November 30, 2004, for the three months ended
November 30, 2004 and for the period from January 24, 1986 (Inception) through
November 30, 2004 to correct an error relating to our investment in Z2 and the
income (loss) from the partnership, and to correct certain accrued payables.
Aztec erroneously reported that borrowed funds of $255,000 were used as an
investment in Z2 LLC. These funds were used to reduce the debt incurred upon the
purchase of Z2 LLC. The result is a net decrease in the investment in Z2 and
notes payable for the respective periods.
Aztec also decreased its earnings by recording a loss from the partnership Z2
LLC of $324,677. This change was the result of a loss due to a change in value
of derivative financial instruments held by Z2 LLC that were not initially
accounted for as required by SFAS No. 133.
Also, Aztec reversed certain accrued interest and payables. This change
increased earnings and decreased liabilities by $ 11,222.
8
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF PLAN OF OPERATIONS
Aztec 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.
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.
The Company has not demonstrated a successful business plan or profitability to
date, and the Company 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 the Company earmarks to execute its new business
strategy. As of November 30, 2004, the Company had an accumulated deficit of
$(2,620,066). The Company expects that its operating expenses will increase as
it defines its new business strategy, especially in the areas of acquisitions.
Thus, the Company 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 the Company
is unable to adjust operating expense levels accordingly, the Company's
business, results of operations and financial condition would be materially and
adversely affected. There can be no assurances that the Company can achieve or
sustain profitability or that the Company's operating losses will not increase
in the future.
9
h
Results of Operations
- ---------------------
For the three months ended November 30, 2004, the Company generated no revenues
as compared to no revenues for the same period last year. Total operating
expenses for the three months ended November 30, 2004 were $195,961 as compared
to no expenses for the same period last year. It should be noted that the
Company was inactive for the same period last year. For the three months ended
November 30, 2004, the Company generated net loss of $(489,126) or $(0.02) per
share versus no activity for the same period last year.
Results of operations for the interim periods are not indicative of annual
results.
Plan of Operation
- -----------------
The Company is a developmental stage company whose original principal business
objective involved its participation in the broadcast and television business
through its then wholly-owned subsidiary, Lloyd Communications, Inc., a Illinois
corporation and Golden Circle Broadcasting Inc., a Tennessee corporation. As a
result of adverse business circumstances, the company sold all its business
operations, and no material business operations have been conducted by the
Registrant since 1990. In 2004, the Company changed its name from Aztec
Communications Group, Inc. to Aztec Oil & Gas, Inc., and purchased a 31.283%
membership unit interest in Z2, LLC, a Florida limited liability company. Z2,
LLC owns a 100% working interest in the Big Foot oil field in Texas.
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 has
no revenues and the Company's need for capital may change dramatically if it
acquires an interest in a business opportunity during that period. 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 a business combination during this
10
period, lack of its existing capital may be a sufficient impediment to prevent
it from accomplishing the goal of completing a business combination. There is no
assurance, however, that without funds it will ultimately allow registrant to
complete a business combination. Once a business combination is completed, the
Company's needs for additional financing are likely to increase substantially.
Management is in the process of seeking other businesses 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 businesses, the time required for the Company to
complete its analysis of such businesses, the time required to prepare
appropriate documentation and other circumstances.
(iii) Liquidity and Capital Resources
- -------------------------------------
In September 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 (60% net revenue interest) in the Big Foot oil field in Texas.
In October 2004, Aztec borrowed $255,000 for the purchase of the 31.283%
interest in Z2, LLC. The notes bear 10% interest, and mature one year from the
issue date.
Aztec loaned $1,850,000 to Z3, LLC (an affiliate of Z2, LLC) for a drilling
program. This loan is being repaid at the rate of $50,000 per month, including
interest at 10.5% per annum.
In September 2004, Aztec issued 2,475,000 shares of common stock valued at
$74,250 for consulting services.
11
In September 2004, Aztec sold 2,000,000 warrants to a consultant for a $100. The
warrants are exercisable at any time at $2 per share, and expire in 5 years.
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.
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.
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 second quarter
of the fiscal year covered by this report.
(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.
12
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.
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.
13
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 were not
effective, for the reasons described below, 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.
In connection with the completion of its audit of, and the issuance of its
report on the financial statements of Aztec for the year ended August 31, 2005,
Malone & Bailey, PC identified deficiencies in Aztec's internal controls related
to consulting contract expenses and the accounting for income from equity method
investments related to financial statements not under Aztec's control. The
adjustments to consulting expense and the income from equity method investments
were detected in the audit process
and have been appropriately recorded and disclosed in Aztec's Form 10-KSB
initially filed on December 15, 2005. Subsequent to the initial filing of
Aztec's 2005 Form 10-KSB and in conjunction with the preparation of its Form
10-QSB for the quarter ended November 30, 2005, Aztec determined that Z2 LLC,
the entity in which Aztec has an equity method investment, had failed to account
for certain derivative financial instruments, as required by SFAS No. 133. As a
result of corrections recorded by Z2 LLC to properly account for these financial
instruments, Aztec had to correct its accounting for Z2 LLC as an equity method
investment for the effect of these corrections.
We are in the process of further improving our internal controls in an effort to
remediate these deficiencies. Additional effort is needed to fully remedy these
deficiencies and we are continuing our efforts to improve and strengthen our
control processes and procedures. Our management and directors will continue to
work with our auditors and other outside advisors to ensure that our controls
and procedures are adequate and effective.
The issues previously discussed were the only changes 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
The Company is not a party to any legal proceedings.
ITEM 2. Changes in Securities and Use of Proceeds
On June 11, 2004, the Board of Directors approved Articles of Designation of
Series A Preferred Stock. This represents a series of Preferred Stock designated
as "Series A Preferred Stock," and the number of shares constituting such series
shall be 100,000, par value $0.001. 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.
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.
ITEM 6. Exhibits and Reports on Form 8-K
(a) Exhibits
Exhibit
Number Title of Document
-----------------------------------------------
31.1 Certifications of the Chief Executive Officer 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 Chief Executive Officer and Chief Financial
Officer 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.
15
(b) Reports on Form 8-K, during the Quarter ended November 30, 2004.
The Company filed a Current Report dated November 18, 2004, pursuant to Item
4.01 ("Changes in Registrant's Certifying Accountant").
Subsequent filing
- -----------------
The Company filed a Current Report dated December 23, 2004, pursuant to Item
Item 1.01 ("Entry into a Material Definitive Agreement") and Item 9.01
(Exhibit") entitled "Investment Advisory Agreement dated as of July 8, 2004 with
SBI USA, LLC., restated on December 23, 2004."
16
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)
Date: March _, 2006 By: /s/ Kirk N. Blackim
------------- -----------------------------------
Kirk N. Blackim
President and Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the Registrant and in the
capacities and on the dates indicated.
Date: March _, 2006 By: /s/ Kenneth E. Lehrer
------------- ----------------------------
Kenneth E. Lehrer
Chief Financial Officer
17
Exhibit 31.1 -- Chief Executive Officer Certification (Section 302)
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
CERTIFICATION
I, Kirk N. Blackim, certify that:
1. I have reviewed this amended quarterly report on Form 10-QSB/A of Aztec
Oil & Gas, Inc.;
2. Based on my knowledge, this amended 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: March _, 2006 By: /s/ Kirk N. Blackim
------------- -----------------------------------
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 amended quarterly report on Form 10-QSB/A of Aztec
Oil & Gas, Inc.;
2. Based on my knowledge, this amended 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: March _, 2006 By: /s/ Kenneth E. Lehrer
------------- -----------------------------------
Kenneth E. Lehrer
Chief Financial Officer
Exhibit 32.1 - Chief Executive 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 Amended Quarterly Report of Aztec Oil & Gas, Inc. (the
"Company") on Form 10-QSB/A for the period ending November 30, 2004 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
- --------------------------
Kirk N. Blackim
President and Director
Date March _, 2006
-------------
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 Amended Quarterly Report of Aztec Oil & Gas, Inc. (the
"Company") on Form 10-QSB/A for the period ending November 30, 2004 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
- ---------------------------
Kenneth E. Lehrer
Chief Financial Officer
Date March _, 2006
--------------