UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): July 21, 2005
Aztec Oil & Gas, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 000-32015 87-0439834
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
One Riverway, Suite 1700, Houston, Texas 77056
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(Address of principal executive offices) (zip code)
Issuers telephone number: (713) 840-6444
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Not applicable
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of
the following provisions (see General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 4.02. Non-Reliance on Previously Issued Financial Statements or a Related
Audit Report or Completed Interim Review.
On July 21, 2005, we concluded that certain parts of our unaudited interim
financial statements in our Quarterly Report on Form 10-QSB for the quarterly
period ended February 28, 2005, initially filed with the Securities and Exchange
Commission on April 15, 2005, should be restated. The error relates to
unrecorded income from our investment in Z2.
The misstatement had the effect of understating current assets, partnership
income and net income by the same amount ($213,404 for the three months ended
February 28, 2005 and $222,551 for the six months ended February 28, 2005).
We filed the amended Form 10-QSB for the quarter ended February 28, 2005, on
September 20, 2005.
We have discussed the matters disclosed in this filing with our independent
registered public accountants, Malone & Bailey, PC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
AZTEC OIL & GAS, INC.
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(Registrant)
Dated: September 28, 2005 /s/ Kenneth E. Lehrer
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Kenneth E. Lehrer
Chief Financial Officer