Why Did This Dissolved Corporation File Reports With The SEC For Another 18 Years?

Allen Matkins
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Recently, I happened upon across an odd case arising currently pending in the Southern District of Texas, Aztec Oil & Gas, Inc. v. Fisher, Case No. Civ. No. A. H-15-0866 (Jan. 21, 2016).  The ruling issued by Judge Melinda Harmon last month recounts a tangled tale of alleged corporate shenanigans.  What caught my interest was the fact that the zombie-like filings by the corporation involved.

According to Judge Harmon’s ruling, the State of Utah dissolved the corporation, then known as Aztec Communications Group, Inc., in 1994 for failure to file annual reports.  The corporation did not go gentle into that good night, however.  In April 2000, the corporation filed this Form 8-K under former Item 1.  Then on the same day in October, the corporation filed three Form 10-QSBs and a Form 10-KSB.  Meanwhile the Utah Division of Corporations and Commercial Code denied the corporation’s application for reinstatement.  After an unavailing appeal to the Division’s executive director, the corporation unsuccessfully sued in state court for reinstatement.  And yet the corporation refused to die.  In 2004, it was purportedly merged into a Nevada corporation and changed its name to Aztec Oil & Gas, Inc..  Although articles of merger were filed in Nevada, the State of Utah allegedly refused to file them.  Throughout this period, the corporation has made filings on EDGAR with the SEC.  In fact, the corporation continued to file reports until August 2012, some sixteen years have its dissolution.

DISCLAIMER: Because of the generality of this update, the information provided herein may not be applicable in all situations and should not be acted upon without specific legal advice based on particular situations.

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