U.S. SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C. 20549


                                  Form 10-QSB/A
                                 Amendment No. 2
(Mark One)

[x]  Quarterly Report under Section 13 or 15(d) of the Securities Exchange Act
     of 1934

     For the quarterly period ended February 28, 2005.
- - ---------------------------------------------------------------------------

[ ]  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.
- ---------------------------------------------------------------------------
    (Exact name of small business issuer as specified in its charter)

            Nevada                                  87-0430834
   --------------------------------            --------------------
   (State or other jurisdiction of              (I.R.S. 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
                                             --------------


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

As of February 28, 2005, the issuer had 27,077,150 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
Amended Quarterly Report on Form 10-QSB/A for the quarterly period ended
February 28, 2005, initially filed with the Securities and Exchange Commission
on September 20, 2005 (the "first amended Form 10-QSB"), should be restated. The
error primarily relates to an unrecorded loss from our investment in Z2. See
notes 5 and 6 to our interim financial statements for the detail of the
restatement.

This amendment Number 2 to our Amended 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
Amended 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........................   7-9

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.
                          (A Development Stage Company)
                                  BALANCE SHEET
                                February 28, 2005




ASSETS
                                                              (Restated)
Current Assets                                               ----------
                                                          
  Cash                                                       $   17,480
  Note Receivable                                             1,689,134
                                                             ----------
      Total Current Assets                                    1,706,614
                                                             ----------
Non-current Assets
  Investment in Z2                                              305,024
  Unamortized loan costs,
    net of $45,590 accumulated amortization                      45,205
                                                             ----------
      Total Non-current Assets                                  305,229
                                                             ----------
TOTAL ASSETS                                                 $2,056,843
                                                             ==========

LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
  Notes payable                                              $2,166,904
  Common stock payable                                          209,206
  Accounts payable                                               88,327
  Accrued interest                                               32,539
                                                             ----------
      Total current liabilities                               2,496,976

  Notes payable - Long Term                                     250,000
                                                             ----------
      Total Liabilities                                       2,746,976
                                                             ----------

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, 27,077,150 shares issued and outstanding         27,077
  Additional paid-in capital                                  2,233,504
  Deficit Accumulated during the Development Stage           (2,950,814)
                                                             ----------
      Total Stockholders' Deficit                              (690,133)
                                                             ----------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                  $2,056,843
                                                             ==========


                                        4




                              AZTEC OIL & GAS, INC.
                          (A Development Stage Company)
                            STATEMENTS OF OPERATIONS


                                                                    Inception
                         Three Months Ended    Six Months Ended     Through
                            February 28,         February 28,    February 28,
                           2005      2004      2005        2004      2005
                        (Restated)          (Restated)            (Restated)
                        ---------- -------- ---------- ---------- -----------
                                                        
General & Administrative$ 110,197  $      - $  168,513  $      -  $   231,741
Non-cash Compensation     130,100        -    204,350         -      291,350
Interest                   58,774        -    122,169         -      143,244
Impairment                      -        -          -         -    1,959,637
                        ---------- -------- ---------- ---------- -----------
  Total Expenses         (299,071)       -   (495,032)        -   (2,625,972)
                        ---------- -------- ---------- ---------- -----------

Partnership Income        (89,299)       -   (413,976)         -    (413,976)
Interest Income            57,622        -     89,134          -      89,134
                        ---------- -------- ---------- ---------- -----------
  Total Non-operating loss(31,677)       -   (324,842)         -    (324,842)
                        ---------- -------- ---------- ---------- -----------

      NET INCOME (LOSS)$ (330,748) $      -  (819,874) $       - $(2,950,814)
                        ========== ======== ========== ========== ===========

Basic and Diluted
 Income (Loss) per Share$   (0.01) $   (0.00) $  (0.03)  $   (0.00)

Weighted Average
 Shares Outstanding    27,046,661  22,107,150 26,617,680 22,107,150




                                        5







                              AZTEC OIL & GAS, INC.
                          (A Development Stage Company)
                             STATEMENTS OF CASH FLOW


                                                                    Inception
                                         Six Months Ended           Through
                                           February 28,          February 28,
                                        2005          2004           2005
                                     (Restated)                   (Restated)
                                      ---------    ---------     -----------
                                                       
Cash Flows Used in
   Operating Activities
  Net loss                            $(819,874)   $       -    $(2,950,814)
  Adjustments to Reconcile Net Income
   to Net Cash Used in
   Operating Activities:
    Partnership (Income) Loss           413,976            -         413,976
    Share Based Compensation            204,350            -         291,350
    Amortization                         49,590            -          49,590
    Impairment                                -            -       1,959,637
  Changes in:
    Accrued Expense                      16,069            -          37,644
    Accounts Payable                     40,599            -          88,327
    Accounts Receivable                       -            -               -
                                      ---------    ---------     -----------
  Net Cash Used in Operating Activities (95,290)           -        (110,290)
                                      ---------    ---------     -----------
Cash Flows Used in
Investing Activities
  Repayment of Loan to Z3, LLC          160,866            -         160,866
  Loan to Z3, LLC                             -            -      (1,850,000)
  Payment of Loan Payable Costs               -            -        (100,000)
                                      ---------    ---------     -----------
  Net Cash Provided by (Used in)
   Investing Activities                 160,866            -      (1,789,134)
                                      ---------    ---------     -----------
Cash Flows Provided by
Financing Activities
  Note Payable to a Bank                255,000            -       2,205,000
  Proceeds from Sales of
   Preferred Stock                            -            -          15,000
  Payment of Note                      (303,096)           -        (303,096)
                                      ---------    ---------     -----------
  Net Cash Provided by (used in)
   Financing Activities                 (48,096)           -       1,916,904
                                      ---------    ---------     -----------
Net Increase in Cash                     17,480            -          17,480

Cash at Beginning of Period                   -            -               -
                                      ---------    ---------     -----------

Cash at End of Period                 $  17,480    $       -     $    17,480
                                      =========    =========     ===========
Cash paid during the year for:
   Interest                           $  91,000    $       -
   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 $250,000 cash, 400,000 shares of
Aztec common stock valued at $204,000, and the assumption of $265,000 in debt.
Z2, LLC owns a 100% working interest (60% net revenue interest) in the Big Foot
oil field in Texas.

In October 2004, Aztec borrowed $265,000 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, warrants were issued to Softbank, Inc. for services for
another 6,000,000 shares at prices ranging from $.75 to $1.65. These warrants
vest on dates ranging from September 2004 through July 2005.

In September 2004, Aztec issued 2,475,000 shares of common stock valued at
$74,250 for consulting services.

In September, Aztec sold 200,000 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


In December 2004, Aztec issued 76,000 shares of common stock valued at $101,600
to four consultants for services.

In January 2005, Aztec issued 2,000 shares of common stock valued at $3,000 to a
consultant for services.

In February 2005, Aztec issued 17,000 shares of common stock valued at $25,500
to two consultants for services.

Aztec currently pays two consultants on a monthly basis $10,500 in stock. The
number of shares is determined by taking an average closing price of the last
five days each month. As of February, 28, 2005, Aztec owes approximately 4,400
shares valued at approximately $5,200 to the consultants.

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   Six Months
                                                Ended         Ended
                                             February 28   February 28
                                                2005          2005
                                            ----------    ------------
Gross Sales                                     783,683    1,470,239
Hedge Income (Loss)                            (333,540)  (1,479,550)
                                            ----------    ------------
Net Sales                                       450,143       (9,311)

Gross Profit (Loss)                            (136,241)  (1,127,780)

Net Income (Loss)                              (285,456)  (1,323,326)


Note 5 - FIRST RESTATEMENT

On July 21, 2005, we concluded that we should restate our unaudited interim
financial statements as of February 28, 2005, for the three and six months ended
February 28, 2005 and for the period from January 24, 1986 (Inception) through
February 28, 2005 to correct an error relating to our investment in Z2. Aztec
should have recognized its portion of Z2's net income. Net income for Aztec's
investment in Z2 was $213,404 and $222,551 for the three and six months ending
February 28, 2005 respectively. The result is a net increase in the investment
in Z2 and partnership income for the respective periods. We have also
reclassified the note receivable from Z2 to a current asset that was previously
included in the Investment in Z2 balance.

                                        8





                              AZTEC OIL & GAS, INC.
                          (A Development Stage Company)
                          NOTES TO FINANCIAL STATEMENTS


Note 6 - SECOND RESTATEMENT

On December 14, 2005, we concluded that we should restate our unaudited interim
financial statements as of February 28, 2005, for the three and six months ended
February 28, 2005 and for the period from January 24, 1986 (Inception) through
February 28, 2005 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 recorded 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. This had the effect of reducing the investment in Z2 LLC and
reducing short term notes payable.

Aztec also adjusted its share of earnings from the partnership. The company
determined that it should reduce its share of partnership earnings by $302,703
and $636,527 for the three months and six months ended February 28, 2005. 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 by Z2, LLC as
required by SFAS No. 133.

In addition, Aztec accrued consulting fees of $20,000 for the three month and
six months ended February 28, 2005. The company also reversed certain accrued
payables by $11,222 for the six months ended February 28, 2005.



                                        9










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 February 28, 2005, the Company had an accumulated deficit of
$(2,950,814). 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.

                                       10






Recent Event
- ------------

On April 5, 2005, Aztec announced that the company signed an agreement to
participate, with a minority interest, in a drilling program in the Deep Lake
Field in Cameron Parish, Louisiana (state lease 18346). Under the terms of the
agreement, Aztec will participate in a minority interest in drilling and
completion of two wells in excess of 13,000 feet each. This is the first
participation drilling project funded internally by Aztec.

The drilling cost for this first well, is expected to cost approximately $3
million. It is anticipated that this well will require drilling to a vertical
depth of approximately 14,000 feet. The second well is planned to be drilled to
an approximate vertical depth of 13,200 feet. According the program's operator
and several consulting geologists, both well sites are targeted at formations
that are considered to contain very high volumes of natural gas plus some
condensate.


Results of Operations
- ---------------------

For the three months ended February 28, 2005, the Company recognized no revenues
as compared to no revenues for the same period last year. Total operating
expenses for the three months ended February 28, 2005 were $299,071 as compared
to no expenses for the same period last year. The Company was inactive for the
same period last year. For the three months ended February 28, 2005, the Company
generated a net loss of $(330,748) or $(0.01) per share versus no activity for
the same period last year.

For the six months ended February 28, 2005, the Company recognized no revenues,
as compared to no revenues for the same period last year. Total operating
expenses for the six months ended February 28, 2005 were $495,032 as compared to
no expenses for the same period last year. The Company was inactive for the same
period last year. For the six months ended February 28, 2005, the Company
generated a net loss of $(819,874) or $(0.03) per share versus no activity for
the same period last year.



                                       11





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 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

                                       12






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 $250,000 cash, 400,000 shares of
Aztec common stock valued at $204,000, and the assumption of $265,000 in debt.
Z2, LLC owns a 100% working interest (60% net revenue interest) in the Big Foot
oil field in Texas.

In October 2004, Aztec borrowed $265,000 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, warrants were issued to Softbank, Inc. for services for
another 6,000,000 shares at prices ranging from $.75 to $1.65. These warrants
vest on dates ranging from September 2004 through July 2005.

In September 2004, Aztec issued 2,475,000 shares of common stock valued at
$74,250 for consulting services.

In September, Aztec sold 200,000 warrants to a consultant for a $100. The
warrants are exercisable at any time at $2 per share, and expire in 5 years. In
December 2004, Aztec issued 76,000 shares of common stock valued at $101,600 to
four consultants for services.

In January 2005, Aztec issued 2,000 shares of common stock valued at $3,000 to a
consultant for services.

In February 2005, Aztec issued 17,000 shares of common stock valued at $25,500
to two consultants for services.

                                       13




Aztec currently pays two consultants on a monthly basis $10,500 in stock. The
number of shares is determined by taking an average closing price of the last
five days each month. As of February, 28, 2005, Aztec owes approximately 4,400
shares valued at approximately $5,200 to the consultants.

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.



                                       14




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.


                                       15




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.

                                       16



                       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

In December 2004, Aztec issued 76,000 shares of common stock valued at $101,600
to four consultants for services.

In January 2005, Aztec issued 2,000 shares of common stock valued at $3,000 to a
consultant for services.

In February 2005, Aztec issued 17,000 shares of common stock valued at $25,500
to two consultants for services.

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

During the end the second Quarter, Board appointed Dr. Kenneth E. Lehrer to
serve a Chief Financial Officer for the Company. Upon his appointment as CFO of
the Company, Dr. Lehrer filed a Form 3, initial ownership statement with the U.
S. Securities and Exchange Commission. Dr Lehrer has served as Chairman of the
Board of Directors for the Federal Home Loan Bank of Dallas as agent for the
Federal Savings and Loan Insurance Corporation of - Acadia Savings and Loan
Association, French Market Homestead Savings, Twin City Savings, First Savings
of Louisiana and is a member of the National Association of Corporate Directors.
On a professional basis, Dr. Lehrer is a Texas State Certified General Real
Estate Appraiser (License TX-1324535-G). Dr. Lehrer holds four degrees from New
York University: Bachelor of Science (Finance), Master of Business
Administration (Banking), Master of Arts (Economics) and a Doctorate in Urban
Economics.



                                       17




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.


 (b) Reports on Form 8-K, during the Quarter ended February 28, 2005.

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."

The Company filed an amended Current Report on January 21, 2005, pursuant to
Item 4.01 ("Changes in Registrant's Certifying Accountant"), and Item 9.01
("Exhibits") entitled "Letter Regarding Change in Certifying Accountant."


                                       18









                                   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

                                   19







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 February 28, 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
- --------------------------
    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 February 28, 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
- ---------------------------
    Kenneth E. Lehrer
    Chief Financial Officer


Date  March _, 2006
      --------------