U.S.
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event Reported): February 12, 2010 (November 30,
2009)
AZTEC
OIL & GAS, INC.
(Exact
Name of Registrant as Specified in Charter)
Nevada
(State or
Other Jurisdiction of
Incorporation
or Organization)
000-32015
|
87-0439834
|
|||
(Commission
File Number)
|
(I.R.S.
Employer Identification No.)
|
Aztec
Oil & Gas, Inc.
One
Riverway, Suite 1700
Houston,
Texas 77056
(Address
of principal executive offices including zip code)
(713)
840-6444
(Registrant’s
telephone number, including area code)
ITEM 7.01 - Regulation FD Disclosure
Aztec Oil
& Gas, Inc. filed their quarterly report for the period ending November 30,
2009, attached herewith, with the Pick OTC Markets.
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.
|
|
Date:
February 12, 2010
|
By: //s// Waylan
R. Johnson
|
Waylan
R. Johnson, President
|
Quarterly
Report
Period
Ending November 30, 2009
Item
1 Exact name of the issuer and the address of its principal executive
offices.
|
1
|
Item
2 Shares outstanding.
|
1
|
Item
3 Interim financial statements.
|
2
|
Consolidated
Balance Sheets
|
3
|
Consolidated
Statements Of Operations
|
4
|
Consolidated
Statements Of Cash Flow
|
5
|
Consolidated
Statements Of Changes In Stockholders’ Deficit
|
6
|
Item
4 Management’s discussion and analysis or plan of
operation.
|
9
|
Item
5 Legal proceedings.
|
10
|
Item
6 Defaults upon senior securities.
|
10
|
Item
7 Other information.
|
10
|
Item
8 Exhibits.
|
10
|
Item
9 Certifications.
|
10
|
Item
1 Exact name of the issuer and the address of its principal executive
offices.
Aztec Oil & Gas, Inc.
One Riverway, Ste 1700
Houston, TX 77056
Item 2 Shares
outstanding.
Period
end date;
|
Number
of
shares
authorized
|
Number
of shares outstanding*
|
|
Common
Stock
|
November
30, 2009
|
100,000,000
|
35,036,606
|
Series
A Preferred
|
November
30, 2009
|
100,000
|
100,000
|
*All outstanding shares are freely
tradable.
Item
3 Interim financial statements.
SCHMUCK,
SMITH, TEES & COMPANY
A
PROFESSIONAL CORPORATION
CERTIFIED
PUBLIC ACCOUNTANTS
3500
WASHINGTON AVE., SUITE 200
HOUSTON,
TEXAS 77007-5945
(713)
880-4900
FAX (713)
880-4910
To the
Board of Directors
Aztec Oil
& Gas Corporation, Inc.
Houston,
Texas
We have
compiled the accompanying consolidated balance sheet of Aztec Oil & Gas
Corporation, Inc., and its subsidiaries (“the Company”) as of November 30, 2009,
and the related statements of operations, stockholders’ deficit and cash flow
for the three months then ended, in accordance with Statements on Standards for
Accounting and Review Services issued by the American Institute of Certified
Public Accountants.
A
compilation is limited to presenting in the form of financial statements
information that is the representation of management. We have not
audited or reviewed the accompanying financial statements and, accordingly, do
not express an opinion or any other form of assurance on them.
Management
has elected to omit some of the disclosures required by generally accepted
principles. If the omitted disclosures were included in the financial
statements, they might influence the user’s conclusions about the Company’s
financial position, results of operations, and cash
flows. Accordingly these financial statements are not designed for
those who are not informed about such matters.
The
August 31, 2009 and November 30, 2008 financial statements of Aztec
Oil & Gas Corporation, Inc. and its subsidiaries were audited and
reviewed, respectively, by other accountants whose reports stated that they were
not aware of any material modifications that should be made to those statements
in order for them to be in conformity with general accepted accounting
principles.
SCHMUCK,
SMITH, TEES & CO., P.C.
February
3, 2010
|
(Unaudited)
November
30, 2009
|
August
31, 2009
|
||
ASSETS
|
|||
Current
assets:
|
|||
Cash
|
$ 1,178,105
|
$ 1,206,063
|
|
Accounts
receivable
|
11,437
|
16,943
|
|
Prepaid
expenses and other current assets
|
82,836
|
7,922
|
|
Total
current assets
|
1,272,378
|
1,230,928
|
|
Non-current
assets:
|
|||
Restricted
cash
|
1,065,112
|
1,600,000
|
|
Prepaid
well costs
|
522,795
|
||
Oil
and natural gas properties, successful efforts method of accounting net of
accumulated depreciation, depletion, amortization and impairment of
$2,345,882 and $2,332,482, respectively
|
1,523,764
|
802,243
|
|
Computers
and equipment, net of accumulated depreciation of $3,770 and $2,701,
respectively
|
9,761
|
10,830
|
|
TOTAL
ASSETS
|
$ 4,393,810
|
$ 3,644,001
|
|
|
|||
LIABILITIES
AND STOCKHOLDERS’ DEFICIT
|
|||
Current
liabilities:
|
|||
Accounts
payable and accrued liabilities
|
$ 363,590
|
$ 216,412
|
|
Accounts
payable and accrued liabilities – related party
|
609,456
|
487,787
|
|
Salary
payable
|
353,190
|
291,313
|
|
Notes
payable and line of credit
|
304,313
|
331,438
|
|
Refundable
subscriptions
|
-
|
-
|
|
Common
stock payable
|
5,500
|
5,500
|
|
Notes
payable to related parties
|
881,743
|
-
|
|
Total
current liabilities
|
2,517,792
|
1,332,450
|
|
|
|||
Long
term liabilities:
|
|||
Notes
payable to related parties
|
-
|
881,743
|
|
Asset
retirement obligations
|
37,652
|
35,197
|
|
Total
long term liabilities
|
37,652
|
916,940
|
|
Total
liabilities
|
2,555,444
|
2,249,390
|
|
Minority
interest
|
5,545,643
|
4,559,916
|
|
Stockholders’
deficit:
|
|||
Preferred
stock, Series A, $.001 par value, 100,000 shares authorized, issued and
outstanding
|
100
|
100
|
|
Common
stock, $.001 par value, 100,000,000 shares authorized, 35,036,606 and
34,155,787 shares issued and outstanding, respectively
|
35,036
|
34,155
|
|
Additional
paid-in capital
|
4,731,864
|
4,655,245
|
|
Accumulated
deficit
|
(8,474,277)
|
(7,854,805)
|
|
Total
stockholders’ deficit
|
(3,707,277)
|
(3,165,305)
|
|
TOTAL
LIABILITIES AND STOCKHOLDERS’ DEFICIT
|
$ 4,393,810
|
$ 3,644,001
|
See
accountant’s report.
AZTEC
OIL & GAS, INC.
Consolidated
Statements of Operations
(Unaudited)
Three
Months Ended
|
||||
November
30, 2009
|
November
30, 2008
|
|||
Oil
and gas revenue
|
$ 24,472
|
$ 80,033
|
||
Operating
expenses:
|
||||
General
and administrative
|
611,111
|
353,573
|
||
Oil
and gas expenses
|
15,184
|
47,316
|
||
Depreciation,
depletion, amortization and accretion
|
14,524
|
44,068
|
||
Impairment
of oil and gas properties
|
-
|
530,511
|
||
Total
operating expenses
|
640,819
|
975,468
|
||
|
||||
Other
income (expense)
|
||||
Interest
expense
|
(19,924)
|
(23,745)
|
||
Interest
income
|
-
|
-
|
||
Total
other income / (expense)
|
(19,924)
|
(23,745)
|
||
NET
LOSS BEFORE MINORITY INTEREST
|
(636,271)
|
(919,180)
|
||
Minority
Interest
|
16,799
|
391,671
|
||
NET
LOSS
|
$ (619,472)
|
$ (527,509)
|
||
Net
loss per share - basic and diluted
|
$ (0.02)
|
$ (0.02)
|
||
Weighted
average shares outstanding
|
||||
-
basic and diluted
|
34,744,450
|
32,728,720
|
See
accountant’s report.
AZTEC
OIL & GAS, INC.
Consolidated
Statements of Cash Flow
(Unaudited)
Three
Months Ended
|
|||
November
30, 2009
|
November
30, 2008
|
||
Cash
flows used in operating activities:
|
|||
Net
loss
|
$ (619,472)
|
$ (527,509)
|
|
Adjustments
to reconcile net loss to net cash used in operating
activities:
|
|||
Share-based
compensation
|
77,500
|
66,240
|
|
Depletion,
depletion, amortization and accretion
|
14,524
|
44,068
|
|
Impairment
of properties
|
-
|
530,511
|
|
Minority
Interest
|
(16,799)
|
(391,671)
|
|
Changes
in:
|
|||
Accounts
receivable
|
5,506
|
135,418
|
|
Prepaid
expenses
|
(74,914)
|
(43,301)
|
|
Accounts
payable and accrued liabilities
|
147,178
|
(3,706)
|
|
Accounts
payable and accrued liabilities – related party
|
121,669
|
62,190
|
|
Salary
payable
|
61,877
|
46,227
|
|
Net
cash used in operating activities
|
(282,931)
|
(81,533)
|
|
Cash
flows from investing activities:
|
|||
Acquisition
of oil and gas properties
|
(732,521)
|
(412)
|
|
Change
in restricted cash
|
534,888
|
-
|
|
Prepaid
well costs
|
(522,795)
|
-
|
|
Refundable
subscriptions
|
-
|
(200,000)
|
|
Net
cash used in investing activities
|
(720,428)
|
(200,412)
|
|
Cash
flows from financing activities:
|
|||
Proceeds
from limited partners, net of syndication costs
|
1,006,986
|
-
|
|
Distributions
to limited partners
|
(4,460)
|
(45,177)
|
|
Proceeds
from notes payable and line of credit
|
24,415
|
27,482
|
|
Proceeds
from notes payable - related party
|
-
|
108,000
|
|
Payments
on notes payable
|
(51,541)
|
(6,782)
|
|
Net
cash provided by financing activities
|
975,401
|
83,523
|
|
Net
increase (decrease) in cash
|
(27,958)
|
(198,422)
|
|
Cash
at beginning of period
|
1,206,063
|
290,323
|
|
Cash
at end of period
|
1,178,105
|
91,901
|
|
Cash
paid during the period for:
|
|||
Interest
|
$ 4,788
|
$ 8,107
|
|
Income
taxes
|
-
|
-
|
|
Non-cash
investing and financing transactions
|
|||
Increase
in asset retirement obligation
|
$ 2,400
|
$ -
|
|
Stock
issued for stock payable
|
$ 5,500
|
$ -
|
See
accountant’s report.
Consolidated
Statements of Changes in Stockholders’ Deficit
For
the Three Months Ended November 30, 2009
Preferred
Shares
|
Preferred
Stock
|
Common
Shares
|
Common
Stock
|
Additional
Paid-In Capital
|
Accumulated
Deficit
|
Totals
|
|
Balances,
August 31, 2009
|
100,000
|
$ 100
|
34,155,787
|
$ 34,155
|
$ 4,655,245
|
$
(7,854,805)
|
$
(3,165,305)
|
Stock
Issued for Services
|
-
|
-
|
880,819
|
881
|
76,619
|
77,500
|
|
Net
Income
|
-
|
-
|
-
|
-
|
(619,472)
|
(619,472)
|
|
Balances,
November 30, 2009
|
100,000
|
$ 100
|
35,036,606
|
$ 35,036
|
$ 4,731,864
|
$(8,474,277)
|
$(3,707,277)
|
See
accountant’s report.
AZTEC
OIL & GAS, INC.
NOTES
TO FINANCIAL STATEMENTS
NOTE
1 – BASIS OF PRESENTATION
The
accompanying unaudited interim consolidated financial statements of Aztec Oil
& Gas, Inc. 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 and should be read in conjunction with the
audited consolidated financial statements and notes thereto contained in Aztec’s
Annual Report for the year ended August 31, 2009. 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 2009 as reported in the Annual Report have been omitted.
NOTE
2 - INVESTMENT IN DRILLING PARTNERSHIP
As of the
date of this report, Aztec has completed seven Limited Partnerships; Aztec 2006A
Oil & Gas Limited Partnership (“Aztec 2006A LP”), Aztec 2006B Oil & Gas
Limited Partnership (“Aztec 2006B LP”), Aztec 2007A Oil & Gas Limited
Partnership (“Aztec 2007A LP”), Aztec VIIIA Oil & Gas Limited Partnership
(“Aztec VIIIA LP”), Aztec VIIIB Oil & Gas Limited Partnership (“Aztec VIIIB
LP”), Aztec VIIIC Oil & Gas Limited Partnership (“Aztec VIIIC LP”) and Aztec
XA Oil & Gas Limited Partnership (“Aztec XA LP”). For all seven
partnerships, Aztec, through its wholly-owned subsidiary, Aztec Energy, LLC
(“Aztec Energy”), acts as the Managing General Partner and retains thirty
percent ownership interest in each Limited Partnership (for which interest Aztec
contributed all leases and paid all tangible drilling
costs). Investors receive 70% - 85% of the cash profits, defined as
revenue in excess of expenses, from successful wells drilled within the
partnership, with the percentage dependent on the rate of return to investors
during the first five years of the partnership. After three years
from the date of the first distribution, investors in the partnerships may
request that the Managing General Partner, subject to a 10% limitation based on
the total interests in the profits or capital of the Partnership, financial
ability and other terms, repurchase their units at a price equal to three times
cash flow for the preceding twelve months. There have been no such
requests to date. Another Aztec subsidiary, Aztec Drilling &
Operating, LLC, (“ADO LLC”) serves the Partnerships as turnkey drilling
contractor and operator.
Aztec has
a controlling financial interest in Aztec 2006A LP, Aztec 2006B LP, Aztec 2007A
LP, Aztec VIIIA LP, Aztec VIIIB LP, Aztec VIIIC LP and Aztec XA LP, therefore,
the partnerships’ financial statements are consolidated with those of Aztec and
the other partners’ equity is recorded as minority interest.
NOTE
3 – OIL AND GAS PROPERTIES
Oil and
gas properties at November 30, 2009 and August 31, 2009 consisted of the
following:
November
30, 2009
|
August
31, 2009
|
||||
Proved
leasehold costs
|
$
|
188,082
|
$
|
123,925
|
|
Unproved
leasehold costs
|
210,291
|
78,809
|
|||
Costs
of wells and development
|
3,104,334
|
2,863,419
|
|||
Unevaluated
capitalized exploratory well costs
|
334,173
|
38,206
|
|||
Capitalized
asset retirement costs
|
32,766
|
30,366
|
|||
Total
cost of oil and gas properties
|
3,869,646
|
3,134,725
|
|||
Accumulated
depletion, depreciation, amortization and impairment
|
(2,345,882)
|
(2,332,482)
|
|||
Oil
and gas properties, net
|
$
|
1,523,764
|
$
|
802,243
|
Aztec
reviews proved oil and natural gas properties and other long-lived assets for
impairment. These reviews are performed at least annually and more frequently if
events and circumstances, (such as downward revision of the reserve estimates or
commodity prices) indicate a decline in the recoverability of the carrying value
of such properties. Aztec estimates the undiscounted future cash flows expected
in connection with the properties and compares such future cash flows to the
carrying amount of the properties to determine if the carrying amount is
recoverable. When the carrying amounts of the properties exceed their estimated
undiscounted future cash flows, the carrying amounts of the properties are
reduced to their estimated fair value. The factors used to determine fair value
include, but are not limited to, estimates of proved reserves, future commodity
prices, the timing of future production, future capital expenditures and a
risk-adjusted discount rate. There were asset impairments of $0 and $530,511 the
three months ended November 30, 2009 or November 30, 2008,
respectively.
NOTE
4 – NOTES PAYABLE AND LINE OF CREDIT
Aztec has
an agreement with CSI Energy, LP (“CSI”), a company controlled by our Chief
Executive Officer, Franklin C. Fisher, Jr., wherein CSI has agreed to provide
Aztec with funds as needed to permit Aztec to meet its monthly operating
expenses and other obligations as they become due over the twelve month period
following August 31, 2009. As part of this arrangement, Aztec holds
eight notes totaling $153,183 with an interest rate of 3.25%, four notes
totaling $55,000 with an interest rate of 4.00% and one note in the amount of
$205,560 with an interest rate of 9%, payable to CSI. The notes are
due in full on September 1, 2010. None of the assets of Aztec are secured or
collateralized by these notes.
Aztec
also has notes payable directly to our Chief Executive Officer. Aztec holds four
notes totaling $108,000 with an interest rate of 3.25%, one note in the amount
of $20,000 with an interest rate of 4%, one note in the amount of $336,600 with
an interest rate of 9.00% and one note in the amount of $3,400 with an interest
rate of 9.00%, payable to our Chief Executive Officer for funds advanced to
Aztec. The notes are due in full on September 1,
2010. None of the assets of Aztec are secured or collateralized
by these notes.
Aztec
financed its directors’ and officers’ insurance policy in the amount of $24,416
on September 1, 2009, of which $17,874 remains outstanding as of November 30,
2009. The note bears an interest rate of 5.67% and matures on August
1, 2010.
In May
2007 Aztec established a line of credit with Amegy Bank National Association
with a credit limit of $200,000. In February 2008, the amount of the
line of credit increased from $200,000 to $400,000. Interest on any
outstanding balances is charged at one-half of one percent above the Amegy Bank
National Association prime rate. At August 31, 2009, the prime rate
was five percent (5.00%), making the loan rate five and one-half percent
(5.50%). As of November 30, 2009, the amount outstanding under this
facility was $286,438. Our chief executive officer has personally
guaranteed the entire amount of the line of credit. In May 2009,
Aztec extended the line of credit through May 30, 2010. Under the
extension agreement, Aztec is required to make monthly interest payments on the
last day of each month and was required to repay principal monthly for three
months, commencing on June 30, 2009 in the amount of $25,000 each
month. Thereafter, Aztec is required to repay principal monthly in
the amount $10,000 until the line of credit is due in full on May 30,
2010.
NOTE
5 - ASSET RETIREMENT OBLIGATIONS
The
following is a description of the changes to the Company's asset retirement
obligations for the three months ended November 30, 2009 and November 30,
2008:
November
30, 2009
|
November
30, 2008
|
||
Asset
retirement obligations at beginning of quarter
|
$ 35,197
|
$ 30,812
|
|
Additions
|
2,400
|
-
|
|
Accretion
expense
|
55
|
416
|
|
Asset
retirement obligations at end of quarter
|
$ 37,652
|
$ 31,228
|
NOTE
6 – SHAREHOLDERS’ DEFICIT
During
the quarter ended November 30, 2009, Aztec issued 880,819 shares of common stock
valued at $77,500 to various officers and directors for services. Some of these
issuances were for accounts payable accrued at August 31, 2009. Aztec
also accrued $5,500 for director compensation as stock payable to be issued in
the next quarter.
Item
4 Management’s discussion and analysis or plan of operation.
A.
Plan of Operation.
1.
Describe the issuer’s plan of operation for the next twelve months. This
description should include such matters as:
Aztec’s
principal business objective is to purchase, initiate and/or participate in
oil and gas interests utilizing strategies that seek to manage and reduce the
risk associated with traditional exploration and production operations; and to
sponsor oil and gas drilling programs sold through FINRA registered broker
dealers to accredited investors.
The
Company feels that their business plan will provide sufficient funding to
sustain itself for the next twelve months. However, there can be no
assurances to that effect. 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.
Management
is in the process of expanding its present drilling program business, placed
through FINRA registered broker dealers, and seeking other businesses or
properties to acquire so that it can expand its operations. The analysis of
new businesses and property acquisition opportunities and evaluating new
business strategies will be undertaken by or under the supervision of the
Company’s Officers and Directors. In analyzing prospective business
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,
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.
i. a
discussion of how long the issuer can satisfy its cash requirements and whether
it will have to raise additional funds in the next twelve months;
(See
A1 above)
ii. a
summary of any product research and development that the issuer will perform for
the term of the plan;
(See A1 above)
iii. any
expected purchase or sale of plant and significant equipment; and
(See A1 above)
iv. any
expected significant changes in the number of employees.
(See A1 above)
B.
Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
1. Full
fiscal years.
i. Any
known trends, events or uncertainties that have or are reasonably likely to have
a material impact on the issuer's short-term or long-term
liquidity;
Oil
prices appear headed for a rise and on a long term basis are anticipated to
increase substantially which will aid Issuer. Issuer can operate profitably at
today’s energy prices on a well by well basis, and on a total firm basis with a
reasonable increase in revenue which is anticipated.
ii.
Internal and external sources of liquidity;
Issuer
has a good banking relationship with Amegy Bank of Texas, and is also able to
borrow for short term needs from Franklin C Fisher, Jr and his controlled
entities.
iii. Any
material commitments for capital expenditures and the expected sources of funds
for such expenditures;N/A
iv. Any
known trends, events or uncertainties that have had or that are reasonably
expected to have a material impact on the net sales or revenues or income from
continuing operations;No
v. Any
significant elements of income or loss that do not arise from the issuer's
continuing operations;
No
vi. The
causes for any material changes from period to period in one or more line items
of the issuer's financial statements; andOil and natural
gas pricing
vii. Any
seasonal aspects that had a material effect on the financial condition or
results of operation.
No,
except natural gas prices normally rise in the winter months and fall in the
summer.
2.
Interim Periods.
Issuer
formed and funded more drilling partnerships under its sponsored drilling
programs through FINRA licensed broker dealers, and intends to continue to do
so.
C.
Off-Balance Sheet Arrangements.
Not
applicable; the issuer has no off-balance sheet arrangements.
Item
5 Legal proceedings.
See
Initial Disclosure Statement filed on February 3, 2010.
Item
6 Defaults upon senior securities.
----None---
Item
7 Other information.
----None---
Item
8 Exhibits.
See
Initial Disclosure Statement filed on February 3, 2010.
Item
9 Certifications.
I, Waylan
Johnson., certify that:
1. I have
reviewed this Quarterly Disclosure Statement of Aztec Oil & Gas,
Inc.;
2. Based
on my knowledge, this disclosure statement 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 disclosure
statement; and
3. Based
on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly
present in all material respects the financial condition, results of operations
and cash flows of the issuer as of, and for, the periods presented in this
disclosure statement.
By: //s//
Waylan Johnson
Waylan Johnson
Date:
February 3, 2010
I, Larry
Hornbrook, certify that:
1. I have
reviewed this Quarterly Disclosure Statement of Aztec Oil & Gas,
Inc.;
2. Based
on my knowledge, this disclosure statement 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 disclosure
statement; and
3. Based
on my knowledge, the financial statements, and other financial information
included or incorporated by reference in this disclosure statement, fairly
present in all material respects the financial condition, results of operations
and cash flows of the issuer as of, and for, the periods presented in this
disclosure statement.
By: //s//
Larry Hornbrook
Larry Hornbrook
Date:
February 3, 2010