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, 2004.
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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
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
770 South Post Oak Lane, Suite 435, Houston, Texas 77056
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(Address of principal executive offices) (zip code)
Issuers telephone number: (713) 877-9800
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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 [ ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDING DURING THE PRECEDING FIVE YEARS
Check whether the Registrant filed all documents and reports required to
be filed by Section 12, 13 or 15(d) of the Exchange Act after the
distribution of securities under a plan confirmed by a court.
Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
As of November 30, 2004, the issuer had 26,982,150 shares of common stock
outstanding and 100,000 shares of preferred stock outstanding.
Traditional 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
Item 2. Management's Discussion and Analysis of Plan
of Operation........................................ 8
Item 3. Controls and Procedures.............................. 13
PART II. OTHER INFORMATION
Item 1. Legal Proceedings.................................... 14
Item 2. Changes in Securities and Use of Proceeds............ 14
Item 3. Defaults upon Senior Securities...................... 14
Item 4. Submission of Matters to a Vote
of Security Holders................................. 14
Item 5. Other Information..................................... 14
Item 6. Exhibits and Reports on Form 8-K......................14-15
Signatures...................................................... 16
2
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS AND EXHIBITS
As prescribed by Item 310 of Regulation S-B, the independent auditor has
reviewed these unaudited interim financial statements of the registrant
for the three months ended November 30, 2004. The financial statements reflect
all adjustments which are, in the opinion of management, necessary to a
fair statement of the results for the interim period presented. The
unaudited financial statements of registrant for the three months ended
November 30, 2004, follow.
3
AZTEC OIL & GAS, INC.
(A Development Stage Company)
BALANCE SHEET
November 30, 2004
ASSETS
Non-current assets
Cash $ 4,960
Accounts receivable 50,000
Investment in Z2 2,705,512
Unamortized loan costs,
net of $30,137 accumulated amortization 69,863
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$2,830,335
==========
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities
Notes payable $2,433,878
Accounts payable 69,794
Common stock payable 204,000
Accrued interest 43,487
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Total current assets 2,751,159
Notes payable - Long Term 250,000
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Total Liabilities 3,001,159
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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 (2,306,611)
----------
Total Stockholders' Deficit (170,824)
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$2,830,335
==========
4
AZTEC OIL & GAS, INC.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
Inception
Three Months Ended Through
November. 30, November 30,
2004 2003 2004
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Revenues $ 31,512 $ - $ 31,512
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General & administrative 63,416 - 126,644
Non-cash compensation 74,250 161,250
Interest 69,517 - 90,592
Impairment - - 1,959,637
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Total expenses 207,183 - 2,338,123
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NET LOSS $(175,671) $ - $(2,306,611)
========= ========= ============
Basic and diluted loss per share $(.01) $(.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
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Cash Flows Used in Operating Activities
Net loss $ (175,671) $ - $(2,306,611)
Adjustments to reconcile net income to net cash
used in operating activities:
Stock issued for services 74,250 - 161,250
Amortization 24,932 30,137
Impairment 1,959,637
Changes in:
Accrued expenses 27,017 - 43,387
Accounts payable 22,066 - 69,794
Accounts receivable (50,000) (50,000)
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Net Cash Used in Operating Activities (77,406) - (92,406)
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Cash Flows Used in Investing Activities
Proceeds from loan receivable 118,488 118,488
Loan to Z3, LLC - (1,850,000)
Payment of loan payable costs - (100,000)
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118,488 (1,831,512)
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Cash Flows Provided by Financing Activities
Note payable to a bank - 1,950,000
Proceeds from sales of preferred stock - 15,000
Payment of note (36,122) (36,122)
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(36,122) 1,928,878
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Net increase (decrease) in cash 4,960 - 4,960
Cash at beginning of period - - -
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Cash at end of period $ 4,960 $ - $ 4,960
========== ========= ===========
Cash paid during the year for:
Interest $ - $ -
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 - PURCHASE
In September 2004, Aztec purchased a 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. Aztec also contributed $1,850,000 towards a
drilling program.
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.
NOTE 3 - EQUITY
In September, 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, 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.
NOTE 4 - SUBSEQUENT EVENTS
In December 2004, Aztec issued 36,000 shares of common stock valued at $52,500
to two consultants for services.
7
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
$(2,306,611). 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.
8
Results of Operations
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For the three months ended November 30, 2004, the Company generated revenues
of $31,512 as compared to no revenues for the same period last year.
Total operating expenses for the three months ended November 30, 2004 were
$207,183 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
$(175,671) or $(0.01) 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
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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.
9
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
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The Registrant entered into a Term Credit Agreement on August 12, 2004 with
Hong Kong League Central Credit Union, whereby the Registrant borrowed
$1,950,000 (USD) which is payable in full on July 31, 2005. This loan is
subject to a ten percent per annum interest rate. The Registrant paid
$100,000 origination fee for this loan, the Registrant in turn loaned
$1,850,000 to Z2, LLC which owns 100 percent of the working interest in the
Big Foot Oil Field, in Texas. The loan to Z2, LLC is guaranteed and secured
by 51% of the share ownership in Z2, LLC. This loan agreement was contingent
in acquiring a 31.283% membership unit interest in Z2, LLC by the Registrant.
In September, 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, 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.
10
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.
11
Forward-Looking Statements
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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.
12
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 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.
13
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 and 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
14
(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
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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."
15
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: January 13, 2005 By /s/ L. Mychal Jefferson II
---------------- ---------------------------------
L. Mychal Jefferson II,
President
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: January 13, 2005 By: /s/ L. Mychal Jefferson II
----------------- -------------------------------
L. Mychal Jefferson II
Chairman
Chief Executive Officer,
President and Director
Dated: January 13, 2005 By: /s/ Terry Roberts
---------------- -------------------------------
Terry Roberts
Treasurer and Director
Dated: January 13, 2005 By: /s/ Monica W. Jefferson
---------------- -------------------------------
Monica W. Jefferson
Secretary and Director
16