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Form 8-K for AZTEC OIL & GAS, INC. 28-Feb-2006 Entry into Material Agreement, Change in Assets ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT On February 24, 2006, the Registrant finalized a material agreement to sell its 31.283% membership unit interest in Z2. LLC. SECTION 2 - FINANCIAL INFORMATION ITEM 2.01. COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS The Registrant has, effective February 23, 2006, sold its 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. Under the terms of the Agreement, the Registrant sold its 31.283% membership unit interest in Z2, LLC to Zeus, LLC, the majority interest holder in Z2, LLC. The Registrant agreed, as part of the sale, to a short-term installment financing whereby Zeus made a $25,000 down payment and is obligated to make installment payments of $75,000 per month beginning in March, 2006 with the full amount of the purchase price to be determined and paid no later than May 31, 2006. Registrant holds the interest sold to Zeus, along with other material assets of Zeus and other Zeus affiliated entities, as collateral for this short-term installment financing. The transaction is the result of an unsolicited offer by Zeus to purchase Registrant's 31.283% membership unit interest in order to resolve various disputes that had arisen between Registrant and Z2, LLC et al. The transaction is subject to a confidentiality/non-disclosure agreement between the Registrant and Zeus which was required by Zeus as part of the agreement to purchase..
CONTACT: Phoenix IR Associates Tony Drake 281-579-1602
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