UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------
FORM 10-KSB
[X] ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED AUGUST 31, 2000
OR
[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
FOR THE TRANSITION PERIOD FROM _________ TO _________
COMMISSION FILE NUMBER: 33-3349
AZTEC COMMUNICATIONS GROUP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
UTAH 87-0439834
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
3730 KIRBY SUITE 1200
HOUSTON, TEXAS 77098
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)
ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE: (281) 587-4645.
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT: NONE.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE
ACT: COMMON STOCK, PAR VALUE $0.001 PER SHARE.
CHECK WHETHER THE ISSUER (1) FILED ALL REPORTS REQUIRED TO BE FILED
BY SECTION 13 OR 15(d) OF THE EXCHANGE ACT DURING THE PAST 12 MONTHS (OR FOR
SUCH SHORTER PERIOD THAT THE ISSUER WAS REQUIRED TO FILE SUCH REPORTS), AND
(2) HAS BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90 DAYS. YES
. NO X .
CHECK IF THERE IS NO DISCLOSURE OF DELINQUENT FILERS IN RESPONSE TO
ITEM 405 OF REGULATION S-B IS NOT CONTAINED IN THIS FORM, AND NO DISCLOSURE
WILL BE CONTAINED, TO THE BEST OF THE REGISTRANT'S KNOWLEDGE, IN DEFINITIVE
PROXY OR INFORMATION STATEMENTS INCORPORATED BY REFERENCE IN PART III OF THIS
FORM 10-KSB OR ANY AMENDMENT TO THIS FORM 10-KSB. [ ]
THE ISSUER HAD NO REVENUES IN ITS MOST RECENT FISCAL YEAR.
THE AGGREGATE MARKET VALUE OF THE VOTING STOCK HELD BY NON-AFFILIATES
COMPUTED BY REFERENCE TO THE PRICE AT WHICH STOCK WAS SOLD, OR THE AVERAGE BID
AND ASKED PRICES OF SUCH STOCK, AS OF AUGUST 31, 2000 WAS: $0.00
THE NUMBER OF SHARES OUTSTANDING OF EACH OF THE ISSUER'S CLASSES OF
COMMON EQUITY, AS OF AUGUST 31, 2000 WAS: 7,948,100.
DOCUMENTS INCORPORATED BY REFERENCE: YES.
TABLE OF CONTENTS
PART I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . ....................... . 1
Item 1. Description of Business . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . ........... .1
General . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . ........................ . . . . . 1
Employees . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . ......................1
Executive Officers of the Registrant. . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . ....1
Item 2. Description of Property . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . ...1
Item 3. Legal Proceedings . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . .. . 1
Item 4. Submission of Matters to a Vote of Security Holders . . . .
. . . . . . . . . . . . . . . ... . 1
PART II . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . .. . . . . . . . . . . . 2
Item 5. Market for the Registrant's Common Equity and Related
Stockholder Matters . . . 2
Item 6. Management's Discussion and Analysis of Financial Condition
and Results of Operations . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .............3
General . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . ....................... .3
Liquidity . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .......................3
Results of Operations . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . ................4
Item 7. Financial Statements . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . ..............4
Item 8. Changes in and Disagreements with Accountants on Accounting
and Financial Disclosure . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . ... ............... 4
PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . ...................... 4
Item 9 Directors, Executive Officers, Promoters and Control
Persons;
Compliance With Section 16(a) of the Exchange Act. .
. . . . . . . . . . . . . . . . . . . 4
Item 10. Executive Compensation . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . .......5
Compensation of Directors . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . ............ 5
Item 11. Security Ownership of Certain Beneficial Owners and
Management . . . . . .. . . . .5
Item 12. Certain Relationships and Related Transactions . . . . . .
. . . . . . . . . . . . . . . . . . . .6
Item 13. Exhibits and Reports on Form 8-K . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . ..6
SIGNATURES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . ..............7
PART I
ITEM 1. DESCRIPTION OF BUSINESS.
GENERAL
Aztec Communications Group, Inc., (the "Company" or the "Registrant")
is a Utah corporation. As used herein, the terms the "Company" and the
"Registrant" refer to the Company, unless the context otherwise requires.
For financial information regarding the segments of the Registrant's
operations, see the information contained in the Consolidated Financial
Statements incorporated by reference in Item 7 hereof. The Registrant has not
had any revenues since 1990.
The Registrant was incorporated on January 24, 1986 under the name of
Aztec Communications Group, Inc., Inc. as a development stage company. In
August 1987, the Registrant participated 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.
EMPLOYEES
At August 31, 2000 the Registrant had no employees.
EXECUTIVE OFFICERS OF THE REGISTRANT
At August 31, 2000, the Registrant had no executive officers.
ITEM 2. DESCRIPTION OF PROPERTY.
Not applicable.
ITEM 3. LEGAL PROCEEDINGS
From time to time, the Registrant is or will be involved in
litigation relating to claims arising out of its operations in the normal
course of its business. The Registrant believes that it is not presently a
party to any litigation the outcome of which would have a material adverse
effect on its results of operations or financial condition.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not Applicable.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS.
The Registrant's Common Stock trades on the OTC Pink Sheets of the
National Association of Securities Dealers, Inc. (the "NASD") in the United
States. The range of the high and low bid information for the Common Stock
for
each full quarterly period within the two most recent fiscal years is shown on
the following table. As of August 31, 2000, the Registrant was authorized to
issue 50,000,000 shares of the Common Stock, of which there were issued and
outstanding 7,948,100 shares.
COMMON STOCK
BID PRICE
---------------------- ------------------------
Fiscal Year 1999
Low High
------------------
---------------------- ------------------------
First
Quarter
$0.00 $0.00
Second Quarter
$0.00 $0.00
Third
Quarter
$0.00 $0.00
Fourth Quarter
$0.00 $0.00
Fiscal Year 2000
Low High
------------------
---------------------- ------------------------
First
Quarter
$0.00 $0.00
Second Quarter
$0.00 $0.00
Third Quarter
$0.00 $0.00
Fourth Quarter
$0.00 $0.00
As of September 30 2000 the high and low bids with respect to the
price of the Common Stock were no trades made.
As of August 31, 2000, there were 75 holders of record of the Common
Stock.
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The following is a discussion of the Registrant's financial condition
and results of operations. This discussion should be read in conjunction with
the Consolidated Financial Statements of the Registrant appearing under Item 7
of this Report. Statements contained in this "Management's Discussion and
Analysis of Financial Conditions and Results of Operations," which are not
historical facts may be forward-looking statements. Such information involves
risks and uncertainties, including those created by general market conditions,
competition and the possibility that events may occur which could limit the
ability of the Registrant to maintain or improve its operating results or
execute its primary growth strategy. Although management believes that the
assumptions underlying the forward-looking statements are reasonable, any of
the assumptions could be inaccurate, and there can therefore be no assurance
that the forward-looking statements included herein will prove to be
accurate. The inclusion of such information should not be regarded as a
representation by management or any other person that the objectives and plans
of the Registrant will be achieved. Moreover, such forward-looking statements
are subject to certain risks and uncertainties which could cause actual
results to differ materially from those projected. Readers are cautioned not
to place undue reliance on these forward-looking statements that speak only as
of the date hereof.
GENERAL
Management intends for the Registrant to proceed in its efforts to
expand holdings through the purchase of existing, profitable, private,
companies where there is a demonstrable gain in productivity through the
minimization of general and administrative costs which are duplicative.
Management will seek to implement a capital structure which affords the
greatest flexibility for future acquisitions while maintaining an adequate
base of equity to cushion against fluctuations in the business cycle.
Currently the company is a development stage corporation.
LIQUIDITY AND CAPITAL RESOURCES
In order to complete the any acquisitions, the Registrant will
require additional funding. Management believes that this funding is
available through investment bankers who may expressed an interest in
providing equity and debt funding. There can be no assurance as to the
availability or terms of this financing.
Certain transactions may require the Registrant to incur additional debt, and
the degree to which the Registrant may be leveraged could have important
consequences, including the following: (i) the possible impairment of the
Registrant's ability to obtain financing in the future for potential
acquisitions, working capital, capital expenditures or general corporate
purposes; (ii) the necessity for a substantial portion of the Registrant's
cash flow from operations to be dedicated to the payment of principal and
interest on its indebtedness; (iii) the potential for increased interest
expense due to fluctuations in interest rates; and (iv) the potential for
increased vulnerability of the Registrant to economic downturns and possible
limitation of its ability to withstand competitive pressures. The
Registrant's ability to meet its debt service obligations will be dependent
upon the Registrant's future performance, which will be subject to general
economic conditions and to financial, business and other factors affecting the
operations of the Registrant, many of which are beyond its control.
RESULTS OF OPERATIONS
The Registrant has generated no revenues since 1990, and has had no
activity since 1990.
ITEM 7. FINANCIAL STATEMENTS.
The information required by this Item 7 appears on pages 10 through
12
of this Report, and is incorporated herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 9 DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE WITH SECTION 16(a) OF THE EXCHANGE ACT.
The information set forth under "Item 1. Description of Business
-Executive Officers of the Registrant" is incorporated herein by reference.
At the date of this Report, there are no officers of the Registrant..
In the years prior to August 31, 2000, various officers and
directors of the Registrant have failed to file a Form 3 on a timely basis
upon becoming an executive officer and director of the Registrant.
Set forth below are the directors of the Registrant, together with
their ages as of the date of this Report. Each director is elected for a one
year term and serves until his successor is elected and qualified.
Name Age
Position Director Since
---- ---
-------- --------------
L. Mychal Jefferson II 31Chairman, Chief Executive Officer, March 16,
2000
President and Director
John Schwarz38Treasurer and Director March 16, 2000
Monica W. Jefferson25Secretary and Director March 16, 2000
Certain information with respect to the members of the Board of
Directors of the Registrant is set forth above in "Item 1. Description of
Business - Executive Officers of the Registrant."
ITEM 10. EXECUTIVE COMPENSATION.
Since 1990, the Registrant has not paid salaries or other form
compensation to any of its officers or directors.
COMPENSATION OF DIRECTORS
The Registrant does not compensate any of its directors for their
services to the Registrant as directors. However, the Registrant does
reimburse its directors for expenses incurred in attending board meetings.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The following table presents certain information regarding the
beneficial ownership of all shares of the Common Stock at August 31, 2000 (i)
each person who owns beneficially more than five percent of the outstanding
shares of the Common Stock, (ii) each director of the Company, (iii) each
named executive officer, and (iv) all directors and officers as a group.
Shares Beneficially Owned
-------------------------
Name of Beneficial Owner (1)
Number Percent (2)
-----------------------
------ -------
Lloyd American 4,646,670 58.46
Kim A. Carlson 1,534,680 19.31
All directors and
officers -- --
as a group (N/A)
(1) Unless otherwise indicated, each person named in the above-described table
has the sole voting and investment power with respect to his shares of the
Common Stock beneficially owned.
(2) Unless otherwise provided, the calculation of percentage ownership is
based on the total number of shares of the Common Stock outstanding as of
August 31, 2000 any shares of the Common Stock which are not outstanding as of
such date but are subject to options, warrants, or rights of conversion
exercisable within 60 days of August 31, 2000 shall be deemed to be
outstanding for the purpose of computing percentage ownership of outstanding
shares of the Common Stock by such person but shall not be deemed to be
outstanding for the purpose of computing the percentage ownership of any other
person.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Not applicable.
ITEM 13. EXHIBITS AND REPORTS ON FORM 8-K.
(a) List of Documents Filed with this Report.
(1) Consolidated Financial Statements, Aztec Communications
Group, Inc. and subsidiary companies--
Report of Gwendolyn J. Giles, CFE, CPA, independent
certified public accountant, dated October 9, 2000...... . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. .11
Balance Sheet-for the Years Ended August 31, 2000 .... . . .
. . . . . . . . . . . . . . . . ...12 Notes to
Consolidated Financial Statements as of August 31, 2000 ..... . . . . . . . .
17
All schedules have been omitted since the information required to be
submitted has been included in the financial statements or notes or has been
omitted as not applicable or not required.
(2) Exhibits-- The exhibits indicated by an asterisk (*) are
incorporated by reference.
EXHIBIT NO. IDENTIFICATION OF
EXHIBIT
-----------
-------------------------
3(a)* Articles of Incorporation of Aztec Communications Group, Inc. filed
on January 24, 1986 with the Secretary of State of Utah, described in the
Registration Statement on Form S-18 of the Registrant effective February 14,
1986. Commission File No. 33-3349.
23(a)* Consent of Gwendolyn J. Giles, CFE, CPA, certified public
accountants.
27* Financial Data Schedule.
(b)* 8-k filed April 3, 2000 and July 13, 2000
(c) Financial Statement Schedules.
No schedules are required as all information required has been presented
in the audited financial statements.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
Aztec Communications Group, INC.
By /s/ L. Mychal Jefferson
II
-----------------------------------
L. Mychal Jefferson II,
President
October 9, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.
Signature
Title Date
---------
----- ----
/s/ L. Mychal Jefferson II Chairman, Chief Executive Officer,
October 9, 2000
President and Director
/s/ John Schwarz Treasurer and Director October 9,
2000
/s/ Monica W. JeffersonSecretary and Director October 9, 2000
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
Consent of Gwendolyn J. Giles, CFE, CPA
Independent Auditor
I consent to the use, of our report dated October 9, 2000, on the
financial statements of Aztec Communications Group, Inc., (a development stage
company), dated August 31, 2000 included herein and to the reference made to
me.
Houston, Texas
October 9, 2000
Aztec Communications Group, Inc.
(A Development Stage Company)
Financial Statements
August 31, 2000 & 1999
Aztec Communications Group, Inc.
(A Development Stage Company)
Financial Statements
August 31, 2000 & 1999
Independent Auditors Report
Board of Directors
Aztec Communications Group,, Inc.
(A Development Stage Company)
I have audited the accompanying balance sheets of Aztec Communications Group,
Inc., (a development stage company), as of August 31, 2000 and 1999, and the
related statements of operations, stockholders' equity, and cash flows
accumulated from January 24, 1986 (Inception) to August 31, 1999 and the year
ended August 31, 1999. These financial statements are the responsibility of
the Company's management. My responsibility is to express an opinion on these
financial statements based on my audit.
I conducted my audit in accordance with generally accepted auditing
standards. Those standards require that I plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free
of material misstatements. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and the
significant estimates made by management, as well as evaluating the overall
financial statements presentation. I believe that my audit provides a
reasonable basis for my opinion.
In my opinion, the aforementioned financial statements present fairly, in all
material respects, the financial position of Aztec Communications Group, Inc.,
(a development stage company), as of August 31, 2000 and 1999, and the results
of its operations and its cash flows accumulated from January 24, 1986
(Inception) to August 31, 2000 and the year ended August 31, 1999, in
conformity with generally accepted accounting principles.
The accompanying financial statements have been prepared assuming the Company
will continue as a going concern. As discussed in Note #4 to the financial
statements, the Company has an accumulated deficit and a negative net worth at
August 31, 2000. These factors raise substantial doubt about the Company's
ability to continue as a going concern. Management's plans in regard to these
matters are also discussed in Note #4. The financial statements do not
include any adjustments that might result from the outcome of this
uncertainty.
Gwendolyn J. Giles CFE, CPA
Houston, Texas
October 9,
/* WordPerfect WARNING - No Equivalent EDGAR Representation */
/* WordPerfect Structure - Footer A Beginning */
The accompanying notes are an integral part of these financial statements.
12
/* WordPerfect Structure - Footer A Ending */
2000
Aztec Communications Group,, Inc.
(A Development Stage Company)
Balance Sheets
August 31, 2000 and 1999
August August
31, 2000 31, 1999
Assets
Current Assets$ -0- $ -0-
Total Assets$ -0- $ -0-
Liabilities & Stockholders' Equity
Current Liabilities
Taxes Payable$ 5000 $ 4900
Stockholders' Equity
Common Stock; 50,000,000 Shares Authorized
at $0.001 Par Value, 7,948,100 Shares Issued
and Outstanding 7,948 7,948
Paid In Capital 1,951589 1,951,589
Deficit Accumulated in the Development Stage( 1,964,537)( 1,964,437
)
Total Stockholders' Equity( 5000)( 4900)
Total Liabilities & Stockholders' Equity$ -0- $ -0-
<PAGE>Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Operations
Accumulated from January 24, 1986 (Inception) to August 31, 2000
and the Year Ended August 31, 1999
Accumulated 1999
Revenues $ -0- $ -0- $
Expenses
Filings & Fees 5000 100
Interest Expenses -0- -0-
Advertising Activities -0- -0-
Programing Activities -0- -0-
Administrative Expenses -0- -0-
Loss of Subsidiaries Assets 1,959,537 -0-
Total Expenses 1,964,537 100
Net Loss ($1,964,537) ($ 100)
<PAGE>Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity
From August 24, 1986 (Inception) to August 31, 2000
Deficit
Accumulated
Paid In Development
Common Stock Capital Stage
Balance, January 24, 1986 -0- $ -0- $ -0- $ -0-
Shares Issued to Incorporators 500,000 500
4500
at $0. 01 Per Share
Shares Issued with Public Offering
at $0.10 Per Share 1,266,750 1,266 125,409
Cost of Public Offering ( 12,500)
Shares Issued in Connection
with Reverse Acquisition 6,181,350 6,181 1,821,680
Net Loss for Year Ended
August 31, 1989 ( 1,963,537)
Balance, August 31, 1989 7,948,100 7,948 1,951,589(
1,963,537)
Net Loss for Year Ended
August 31, 1990 ( 100)
Balance, August 31, 1990 7,948,100 7,948 1,951,589(
1,963,637)
Net Loss for Year Ended
August 31, 1991 ( 100)
Balance, August 31, 1991 7,948,100 7,948 1,951,589 (
1,963,737)
Net Loss for Year Ended
December 31, 1992 ( 100)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statement of Stockholders' Equity -Continued-
From January 24, 1986 (Inception) to August 31, 2000
Deficit
Accumulated
Paid In Development
Common Stock Capital Stage
Balance, August 31, 1992 7,948,100 7,948 1,951,589 (
1,963,837)
Net Loss for Year Ended
August 31, 1993 ( 100)
Balance, August 31, 1993 7,948,100 7,948 1,951,589 (
1,963,937)
Net Loss for Year Ended
August 31, 1994 ( 100)
Balance, August 31, 1994 7,948,100 7,948 1,951,589 (
1,964,037)
Net Loss for Year Ended
August 31, 1995 ( 100)
Balance, August 31, 1995 7,948,100 7,948 1,951,589 (
1,964,137)
Net Loss for Year Ended
August 31, 1996 ( 100)
Balance, August 31, 1996 7,948,100 7,948 1,951,589 (
1,964,237)
Net Loss for Year Ended
August 31, 1997 ( 100)
Balance, December 31, 1997 7,948,100 7,948 1,951,589 (
1,964,337)
Net Loss for Year Ended
August 31, 1998 ( 100)
Balance, August 31, 1999 7,948,100 7,948 1,951,589 (
1,964,437)
Net Loss for Year Ended
December 31, 1998 ( 100)
Balance, August 31, 2000 7,948,100 $ 7,948 $ 1,951,589
($1,964,537)
Aztec Communications Group,, Inc.
(A Development Stage Company)
Statements of Cash Flows
Accumulated from January 24, 1986 (Inception) to August 31, 2000
and the Year Ended August 31, 1999,
Accumulated 1999
Cash Flows from Operating Activities
Net Loss ($ 1,964,537)($ 100)
Loss on Subsidiaries Assets 1,959,537 -0-
Amortization -0- -0-
Change in Operating Liabilities;
Increase in Accounts Payable 5000 100
Net Cash Used by Operating
Activities( -0-) -0-
Cash Flows from Investing Activities
Organization Costs( -0-) -0-
Net Cash Used in Investing
Activities( -0-) -0-
Cash Flows from Financing Activities
Proceeds of Sales of Common
Stock -0- -0-
Contributed Capital -0- -0-
Cash from Revenue Acquisition -0- -0-
Net Cash Provided by
Financing Activities -0- -0-
Net Increase (Decrease)
In Cash -0- -0-
Cash at Beginning of Period -0- -0-
Cash at End of Period$ -0- $ -0-
Aztec Communications Group,, Inc.
(A Development Stage Company)
Notes to Financial Statements
NOTE #1 - Organization
Aztec Communications Group,, Inc., (Aztec Communications Group,) was organized
in the state of Utah on January 24, 1986. The Articles of Incorporation state
the purpose of the corporation is to conduct business in the field of
financial and business consulting and operation; to seek for and acquire
business opportunities in the financial field; or transact any lawful
business, or to promote or conduct any legitimate object or purpose, under and
subject to the laws of the state of Utah.
NOTE #2 - Significant Accounting Policies
A.The Company uses the accrual method of accounting.
B.Revenues and directly related expenses are recognized in the period when the
goods are shipped to the customer.
C.The Company considers all short term, highly liquid investments that are
readily convertible, within three months, to known amounts as cash
equivalents. The Company currently has no cash equivalents.
D.Basic Earnings Per Shares are computed by dividing income available to
common stockholders by the weighted average number of common shares
outstanding during the period. Diluted Earnings Per Share shall be computed
by including contingently issuable shares with the weighted average shares
outstanding during the period. When inclusion of the contingently issuable
shares would have an anti-dilutive effect upon earnings per share no diluted
earnings per share shall be presented.
E.Inventories: Inventories are stated at the lower of cost, determined by
the FIFO method or market.
F.Depreciation: The cost of property and equipment is depreciated over the
estimated useful lives of the related assets. The cost of leasehold
improvements is amortized over the lesser of the length of the lease of the
related assets of the estimated lives of the assets. Depreciation and
amortization is computed on the straight line method.
G.Estimates: The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the amounts reported in the financial statements
and accompanying notes. Actual results could differ from those estimates.
Aztec Communications Group,, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued-
NOTE 3# - Income Taxes
Aztec Communications Group,, Inc., has adopted SFAS 109 to account for income
taxes. Aztec Communications Group,, Inc., currently has no issues that create
timing differences that would mandate deferred tax expense. Net operating
losses would create possible tax assets in future years. Due to the
uncertainty as to the utilization of net operating loss carry forwards an
evaluation allowance has been made to the extent of any tax benefit that net
operating losses may generate. Subsequent to the report Aztec Communications
Group, had a change in officers and a change in control. When control of an
entity changes net operating losses generally can be used only by the tax
payer (Officers) who sustained the losses. There can be no assurance that the
net operating losses sustained before the change in control will be available
for future benefits.
Aztec Communications Group,, Inc., has incurred losses that can be carried
forward to offset future earnings if conditions of the Internal revenue Codes
are met. These losses are as follows:
Year of Loss Amount Expiration Date
1986 - 2000$ 1,964,537 2007 - 2008
1998
Current Tax Asset Value of Net Operating Loss Carry forwards
at Current Prevailing Federal Tax Rate $ 667,943
Evaluation Allowance ( 667,943)
Net Tax Asset$ -0-
Current Income Tax Expense -0-
Deferred Income Tax Benefit -0-
NOTE #4 - Going Concern
Aztec Communications Group,, Inc., has no assets and no operations from which
it can obtain working capital. Aztec Communications Group,, Inc., recognizes
that it must find a source of working capital or Aztec Communications Group,,
Inc., may not be able to continue its existence. Current officers of Aztec
Communications Group,, Inc., are seeking a business opportunity through merger
or acquisition that would provide operations with a revenue flow and the
possibility of additional capital investment.
NOTE #5 - Stockholders' Equity
Aztec Communications Group,, Inc., is authorized to issue 50,000,000 shares of
$0.001 par value stock. Pursuant to Form S-18 Registration statement Aztec
Communications Group, Inc., issued 1,266,750 shares at $0.10 per share for
gross proceeds of $126,675 cost of the offering was $12,500.In the year ended
August 31, 1987, Aztec Communications Group, Inc., issued 6,181,350 shares in
a reverse acquisition transaction with Lloyd Communications Inc.., and
Subsidiaries, a Illinois Corporation, and Golden Circle Broadcasting, Inc., a
Tennessee Corporation Lloyd Communications Inc., and Subsidiaries, ceased
operations in 1989 and were suspended by the state of Illinois for failure to
file an Annual Report in 1991.
Aztec Communications Group,, Inc.
(A Development Stage Company)
Notes to Financial Statements -Continued
NOTE #6 - Subsequent Events
On April 21, 2000, Aztec Communications Group, Inc., held a special
shareholders meeting to reorganize the Company. The Officers of Aztec
Communications Group, Inc., prior to the meeting submitted their resignations
and new Officers and Board Members were elected. At the meeting shareholders
approved a one for two (1 for 2) share reverse split and the dividending of
any and all subsidiaries. The Board expects to ratify and enact the reverse
split and the dividends during the company's fiscal year ending 2001.
INDEX TO EXHIBITS
Exhibit No. Identification of Exhibit
- ----------- -------------------------
3(a)* Articles of Incorporation of Aztec Communications Group, Inc. filed
on January 24, 1986 with the Secretary of State of Utah, described in the
Registration Statement on Form S-18 of the Registrant effective February 14,
1986. Commission File No. 33-3349.
11 Computation of Per Share Earnings.
27 Financial Data Schedule.
COMPUTATION OF PER SHARE EARNINGS
The table below presents information necessary for the computation of
loss per share of the Common Stock, on both a primary and fully diluted basis,
for the three months ended November 30, 1999 and 1998 and the years ended
August 31, 1998, 1997 and 1996.
Year Ended August 31,
----------------------------
----------------------------------------
2000 1999
1998 1997 1996
---- ----
---- ---- ----
Net loss applicable to shares of
Common Stock and Common
Stock equivalents $-0- $-0-
$-0- $-0- $-0-
Average number of shares of
Common Stock outstanding 7,948,100 7,948,100 7,948,100 7,948,100
7,948,100
Common Stock equivalents -- --
-- -- --
------ ----------
---------- ---------- ----------
Total shares of Common Stock
and
Common Stock equivalents
7,948,100 7,948,100
7,948,100 7,948,100 7,948,100
=== ========== ==========
========== ========== Primary and fully diluted loss
per share of Common Stock $-0- $-0-
$-0- $-0- $-0-
Common Stock equivalents are considered anti-dilutive because of the net
losses incurred by the Company.
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM BALANCE
SHEET AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH 2000 10-KSB
[PERIOD-TYPE] YEAR
[FISCAL-YEAR-END] AUG-31-2000
[CASH] 0
[SECURITIES] 0
[RECEIVABLES] 0
[ALLOWANCES] 0
[INVENTORY] 0
[CURRENT-ASSETS] 0
[PP&E] 0
[DEPRECIATION] 0
[TOTAL-ASSETS] 0
[CURRENT-LIABILITIES] 5000
[BONDS] 0
[PREFERRED-MANDATORY] 0
[PREFERRED] 0
[COMMON] 7,948
[OTHER-SE] 0
[TOTAL-LIABILITY-AND-EQUITY] 0
[SALES] 0
[TOTAL-REVENUES] 0
[CGS]
0
[TOTAL-COSTS] 0
[OTHER-EXPENSES] 0
[LOSS-PROVISION] 0
[INTEREST-EXPENSE] 0
[INCOME-PRETAX] 0
[INCOME-TAX] 0
[INCOME-CONTINUING] 0
[DISCONTINUED] 0
[EXTRAORDINARY] 0
[CHANGES] 0
[NET-INCOME] 0
[EPS-BASIC] .00
[EPS-DILUTED] .00
