FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTER ENDED SEPTEMBER 30, 2006
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-18774
SPINDLETOP OIL & GAS CO.
(Exact name of registrant as specified in its charter)
Texas 75-2063001
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation or organization)
12850 Spurling Rd., Suite 200, Dallas, TX 75230
(Address of principal executive offices) (Zip Code)
(972) 644-2581
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Company was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [ X ] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer. See definition of accelerated
filer in Rule 12b-2 of the Exchange Act (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-
accelerated filer [ X ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Exchange Act. Yes [ ] No [ X ]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE
PRECEEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS:
As of November 17, 2006, there were 7,595,803 shares of the Company's common
stock outstanding.
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
FORM 10-Q
For the quarter ended September 30, 2006
Index to Consolidated Financial Statements and Schedules
Page
Part I - Financial Information:
Item 1. - Financial Statements
Consolidated Balance Sheets
September 30, 2006 (Unaudited) and December 31, 2005 4-5
Consolidated Statements of Income or Loss (Unaudited)
Nine Months Ended September 30, 2006 and 2005
Three Months Ended September 30, 2006 and 2005 6
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 30, 2006 and 2005 7
Notes to Consolidated Financial Statements 8
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 10
Item 4. - Controls and Procedures 13
Part II - Other Information:
Item 1A - Risk Factors 10
Item 2. - Unregistered Sales of Equity Securities and
Use of proceeds 14
Item 5. - Other Information 14
Item 6. - Exhibits 15
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Part I - Financial Information
Item 1. - Financial Statements
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of
-------------------------
September 30
2006 December 31
(Unaudited) 2005
----------- -----------
ASSETS
Current Assets
Cash $ 6,743,000 $ 5,508,000
Accounts receivable, trade 780,000 1,228,000
Prepaid income tax 70,000 -
----------- -----------
Total Current Assets 7,593,000 6,736,000
----------- -----------
Property and Equipment, at cost
Oil and gas properties (full cost method) 7,484,000 6,819,000
Rental equipment 399,000 399,000
Gas gathering systems 145,000 145,000
Other property and equipment 141,000 157,000
----------- -----------
8,169,000 7,520,000
Accumulated depreciation and amortization (5,340,000) (4,807,000)
----------- -----------
Total Property and Equipment, net 2,829,000 2,713,000
----------- -----------
Real Estate Property, at cost
Land 688,000 688,000
Commercial office building 1,502,000 1,298,000
Accumulated depreciation (90,000) (49,000)
----------- -----------
Total Real Estate Property, net 2,100,000 1,937,000
----------- -----------
Other Assets - 1,000
----------- -----------
Total Assets $12,522,000 $11,387,000
=========== ===========
The accompanying notes are an integral part of these statements.
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (Continued)
As of
-------------------------
September 30
2006 December 31
(Unaudited) 2005
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable, current portion $ 120,000 $ 120,000
Accounts payable and accrued liabilities 1,976,000 1,943,000
Income tax payable - 20,000
Tax savings benefit payable 97,000 97,000
----------- -----------
Total current liabilities 2,193,000 2,180,000
----------- -----------
Non-Current Liabilities
Notes payable, long-term portion 1,350,000 1,440,000
Asset retirement obligation 239,000 239,000
----------- -----------
1,589,000 1,679,000
----------- -----------
Deferred income tax payable 1,066,000 794,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value; 100,000,000
Shares authorized; 7,677,471 shares
issued and 7,595,803 outstanding at
September 30, 2006 and 7,585,803
outstanding at December 31, 2005 77,000 77,000
Additional paid-in capital 850,000 831,000
Treasury Stock; 81,668 shares at September 30,
2006 and 91,668 at December 31, 2005 (40,000) (42,000)
Retained earnings 6,787,000 5,868,000
----------- -----------
Total Shareholders' Equity 7,674,000 6,734,000
----------- -----------
Total Liabilities and Shareholders' Equity $12,522,000 $11,387,000
=========== ===========
The accompanying notes are an integral part of these statements.
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME (LOSS)
(Unaudited)
Nine Months Ended Three Months Ended
September 30, September 30,
----------------------- -----------------------
2006 2005 2006 2005
----------- ----------- ----------- -----------
Revenues
Oil and gas revenue $ 3,993,000 $ 3,725,000 $ 1,407,000 $ 1,275,000
Revenue from lease
operations 100,000 93,000 30,000 28,000
Gas gathering, compression
and Equipment rental 102,000 130,000 50,000 44,000
Real estate rental income 299,000 217,000 128,000 76,000
Interest income 195,000 86,000 80,000 31,000
Other 88,000 23,000 1,000 11,000
----------- ----------- ----------- -----------
Total revenue 4,777,000 4,274,000 1,696,000 1,465,000
----------- ----------- ----------- -----------
Expenses
Lease operations 1,463,000 985,000 570,000 420,000
Pipeline and rental operations 38,000 24,000 7,000 2,000
Real estate operations 204,000 285,000 93,000 163,000
Depreciation, depletion and
amortization 581,000 467,000 190,000 164,000
General and administrative 979,000 792,000 349,000 262,000
Interest expense 71,000 80,000 24,000 26,000
----------- ----------- ----------- -----------
Total Expenses 3,336,000 2,633 000 1,233,000 1,037,000
----------- ----------- ----------- -----------
Income Before Income Tax 1,441,000 1,641,000 463,000 428,000
----------- ----------- ----------- -----------
Current tax provision 250,000 325,000 115,000 76,000
Deferred tax provision 272,000 134,000 20,000 39,000
----------- ----------- ----------- -----------
522,000 459,000 135,000 115,000
----------- ----------- ----------- -----------
Net Income $ 919,000 $ 1,182,000 $ 328,000 $ 313,000
=========== =========== =========== ===========
Earnings per Share of
Common Stock
Basic $ 0.12 0.16 $ 0.04 $ 0.04
=========== =========== =========== ===========
Diluted $ 0.12 0.16 $ 0.04 $ 0.04
=========== =========== =========== ===========
Weighted Average Shares
Outstanding 7,588,037 7,569,173 7,592,433 7,575,803
=========== =========== =========== ===========
Diluted Shares Outstanding 7,588,037 7,569,173 7,592,433 7,575,803
=========== =========== =========== ===========
The accompanying notes are an integral part of these statements.
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SPINDLETOP OIL & GAS CO AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended
September 30,
-------------------------
2006 2005
----------- -----------
Cash Flows from Operating Activities
Net Income $ 919,000 $ 1,182,000
Reconciliation of net income
to net cash provided by
Operating Activities
Depreciation, depletion and amortization 581,000 467,000
Employee compensation paid with
Treasury Stock 21,000 29,000
Changes in accounts receivable, trade 448,000 (117,000)
Changes in prepaid income taxes (70,000) 190,000
Changes in accounts payable 33,000 (299,000)
Changes in current taxes payable (20,000) 135,000
Changes in deferred tax payable 272,000 134,000
Other 1,000 -
----------- -----------
Net cash provided by operating
Activities 2,185,000 1,721,000
----------- -----------
Cash flows from Investing Activities
Capitalized acquisition, exploration
and development costs (665,000) (674,000)
Proceeds from sale of other property and equipment 9,000 -
Purchase of other property and equipment - (8,000)
Capitalized tenant improvements and broker fees (204,000) -
----------- -----------
Net cash used for Investing
Activities (860,000) (682,000)
----------- -----------
Cash Flows from Financing Activities
Decrease in notes payable (90,000) (180,000)
----------- -----------
Net cash used for Financing
Activities (90,000) (180,000)
----------- -----------
Increase in cash 1,235,000 859,000
Cash at beginning of period 5,508,000 4,352,000
----------- -----------
Cash at end of period $ 6,743,000 $ 5,211,000
=========== ===========
Interest Paid in Cash $ 71,000 $ 80,000
=========== ===========
The accompanying notes are an integral part of these statements.
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. BASIS OF PRESENTATION AND ORGANIZATION
The accompanying financial statements are presented in accordance with the
requirements of Form 10-Q and consequently do not include all of the
disclosures normally required by generally accepted accounting principles or
those normally made in the Company's annual Form 10-K filing. Accordingly,
the reader of this Form 10-Q may wish to refer to the Company's Form 10-K for
the year ended December 31, 2005 for further information.
The consolidated financial statements presented herein include the accounts of
Spindletop Oil & Gas Co., a Texas corporation ("the Company") and its wholly
owned subsidiaries, Prairie Pipeline Co., a Texas corporation and Spindletop
Drilling Company, a Texas Corporation. All significant inter-company
transactions and accounts have been eliminated.
In the opinion of management, the accompanying unaudited interim financial
statements contain all material adjustments, consisting only of normal
recurring adjustments necessary to present fairly the financial condition, the
results of operations and changes in cash flows of the Company and its
consolidated subsidiaries for the interim periods presented. Although the
Company believes that the disclosures are adequate to make the information
presented not misleading, certain information and footnote disclosures,
including a description of significant accounting policies normally included
in financial statements prepared in accordance with generally accepted
accounting principles generally accepted in the United States of America, have
been condensed or omitted pursuant to such rules and regulations.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Rental income for long-term leases is recognized on a straight-line basis over
the respective term of the lease.
3. RECENT ACCOUNTING DEVELOPMENTS
In March 2004, the Emerging Issues Task Force ("EITF") reached a consensus on
EITF Issue No. 04-2, "Whether Mineral Rights are Tangible or Intangible Assets
and Related Issues" (previously addressed as Issue 03-O), that mineral rights
should be considered tangible assets for accounting purposes and should be
separately disclosed in the financial statements or footnotes. The EITF
acknowledged that this consensus requires an amendment to Statement of
Financial Accounting Standards ("SFAS") No. 141, "Business Combinations" to
remove mineral rights as an example of an intangible asset. The Financial
Accounting Standards Board ("FASB") has issued FASB Staff Position Nos.
FAS 141-1 and FAS 142-1, that amend SFAS Nos. 141 and 142, respectively, to
characterize mineral rights as tangible assets. The EITF is still considering
whether oil and gas drilling rights are subject to the classification and
disclosure provisions of SFAS No. 142 if they are determined to be intangible
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assets. There has been no resolution of this issue as described in EITF Issue
No. 03-S, "Application of SFAS No. 142, Goodwill and Other Intangible Assets,
to Oil and Gas Companies."
The Company classifies the cost of oil and gas mineral rights as property and
equipment and believes this is consistent with oil and gas accounting and
industry practice. Although it appears unlikely based on the consensus reached
in EITF Issue No. 04-2, if the EITF were to determine that under EITF Issue
No.03-S oil and gas mineral rights are intangible assets and are subject to the
applicable classification and disclosure provisions of SFAS No.142, certain
costs would need to be reclassified from property and equipment to intangible
assets on its consolidated balance sheets. These amounts would represent oil
and gas mineral rights. In addition, the disclosures required by SFAS Nos. 141
and 142 would be made in the notes to the consolidated financial statements.
There would be no effect on the consolidated statements of income or cash flows
as the intangible assets related to oil and gas mineral rights would continue
to be amortized under the full cost method of accounting.
4. COMMON STOCK
Effective August 15, 2006, the Company issued 10,000 shares of restricted
common stock to a key employee pursuant to an employment package. The shares
were valued at $2.10 per share, a 60% discount from the believed market value
for free trading shares at the time of issue of $5.25 per share. The discount
was determined based in part on the fact that the shares were restricted and
could not be sold or traded for at least one year from date of issue. The
amount was expensed as general and administrative expense. The shares of
common stock were issued out of Treasury Stock and reduced the amount of the
Company's common stock held in Treasury from 91,668 to 81,668 shares. This
transaction was recorded in accordance with FAS 123-R that became effective
January 1, 2006.
5. EARNINGS PER SHARE
Earnings per share ("EPS") are calculated in accordance with Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS 128), which
was adopted in 1997 for all years presented. Basic EPS is computed by dividing
income available to common shareholders by the weighted average number of
common shares outstanding during the period. All calculations have been
adjusted for the effects of the stock splits and mergers. The adoption of
SFAS 128 had no effect on previously reported EPS. Diluted EPS is computed
based on the weighted number of shares outstanding, plus the additional common
shares that would have been issued had the options outstanding been exercised.
6. REVENUE ACCRUAL
Recorded in oil and gas revenue during the nine months ended September 30,
2006, are approximately $92,000 of gas sales produced from two East Texas gas
wells, which apply to production from periods prior to 2006. These amounts
were not recorded in the prior periods to which they applied as the Company
was in a contract dispute with the purchasers of the condensate and gas over
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the price the Company was paid. It was determined at the time not to record
the amounts in dispute as they were considered immaterial to the consolidated
financial statements for the periods to which they applied, and in management's
opinion did not cause any prior period consolidated financial statements to be
materially misstated.
7. RELATED PARTY TRANSACTIONS
Chris G. Mazzini and Michelle H. Mazzini, President and Vice President of the
Company respectively, through a limited partnership in which they are limited
partners, own an oil field service company which provides roustabout and
swabbing services at rates which are at or below market to the Company. The
oil field service company plans to expand equipment and services they provide.
This oil field services company does work exclusively for the Company and its
related company Giant Energy Corp. The Company benefits by having immediate
access to services in a tight market.
Item 2. - Management's Discussion and Analysis of Financial Condition and
Results of Operations
WARNING CONCERNING FORWARD LOOKING STATEMENTS
The following discussion should be read in conjunction with the financial
statements and notes thereto appearing elsewhere in this report.
This Report on Form 10-Q may contain forward-looking statements within the
meaning of the federal securities laws, principally, but not only, under the
caption "Management's Discussion and Analysis of Financial Condition and
Results of Operations." We caution investors that any forward-looking
statements in this report, or which management may make orally or in writing
from time to time, are based on management's beliefs and on assumptions made
by, and information currently available to, management. When used, the words
"anticipate", "believe", "expect", "intend", "may", "might", "plan",
"estimate", "project", "should", "will", "result" and similar expressions
which do not relate solely to historical matters are intended to identify
forward-looking statements. These statements are subject to risks,
uncertainties, and assumptions and are not guarantees of future performance,
which may be affected by known and unknown risks, trends, uncertainties, and
factors, that are beyond our control. Should one or more of these risks or
uncertainties materialize, or should underlying assumptions prove incorrect,
actual results may vary materially from those anticipated, estimated, or
projected. We caution you that, while forward-looking statements reflect our
good faith beliefs when we make them, they are not guarantees of future
performance and are impacted by actual events when they occur after we make
such statements. We expressly disclaim any responsibility to update our
forward-looking statements, whether as a result of new information, future
events or otherwise. Accordingly, investors should use caution in relying on
past forward-looking statements, which are based on results and trends at the
time they are made, to anticipate future results or trends.
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Some of the risks and uncertainties that may cause our actual results,
performance, or achievements to differ materially from those expressed or
implied by forward-looking statements include, among others, the factors
listed and described at Item 1A "Risk Factors" in the Company's Annual Report
on Form 10-K, which investors should review. There have been no changes from
the risk factors previously described in the Company's Form 10-K for the
fiscal year ended December 31, 2005 (the "Form 10-K").
Other sections of this report may also include suggested factors that could
adversely affect our business and financial performance. Moreover, we operate
in a very competitive and rapidly changing environment. New risks may emerge
from time to time and it is not possible for management to predict all such
matters; nor can we assess the impact of all such matters on our business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements. Given these uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual results.
Investors should also refer to our quarterly reports on Form 10-Q for future
periods and current reports on Form 8-K as we file them with the SEC, and to
other materials we may furnish to the public from time to time through
Forms 8-K or otherwise.
Results of Operations
Nine months ended September 30, 2006 compared to nine months ended
September 30, 2005
Total oil and gas revenues reported for the first nine months ended September
30, 2006 were $3,993,000 while total oil and gas revenues reported for the same
period in 2005 were $3,725,000, an increase of 7%.
Oil sales for the first nine months of 2006 were $1,085,000 compared to
$822,000 for the same period in 2005, an increase of approximately $263,000
or 32%. Average oil prices for production sold in the first nine months of
2006 was $64.30 per barrel compared to $50.82 per bbl for the first nine
months of 2005 an increase of 27%.
Gas sales in the first nine months of 2006 were $2,908,000; however, this
amount includes approximately $92,000 of gas sales from two East Texas gas
wells covering periods prior to 2006 as discussed in Note 6 to the consolidated
financial statements. After taking this into consideration, gas sales in the
first nine months of 2006 were $2,816,000 compared to $2,903,000 for the same
period in 2005, a decrease of approximately $87,000, or 3%. The decrease is
due to a decrease in production due primarily to several gas wells being shut
down for a period of time which required repair work to get them back on line
and a decrease in initial production levels from the Olex U.S. #4 and #5 wells.
Most of the workovers occurred during the second quarter of 2006. Average gas
prices for production sold in the first nine months of 2006 was $6.60 per Mcf
compared to $5.77 per Mcf in 2005, an increase of 14%.
In 2006, the cost of lease operations for the nine months ended September 30,
2006 increased by $478,000 over the same period in 2005 an increase of 49%.
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The increase was due to an increase in remedial repair work on older wells and
also reflects the substantial cost increases seen across the board in oilfield
equipment and services.
Depreciation and amortization increased during the nine months ended September
30, 2006 over that of the same period in 2005. This increase is due to the
increase in the full cost pot from capitalized exploration and development
costs.
General and administrative costs for the nine months of 2006 increased $187,000
or 24% over the same period in 2005 due the addition of some full-time
employees, contractors, consultants and the rising cost of technical employees.
Cost of the new employees, contractors, consultants and associated benefits
were included in the first nine months of 2006, but not in the first nine
months of 2005.
Interest expense decreased as the note payable for the purchase of the office
building was decreased.
Three months ended September 30, 2006 compared to three months ended September
30, 2005
Total oil and gas revenues reported for the three months ended September 30,
2006 were $1,407,000 while total oil and gas revenues reported for the same
period in 2005 were $1,275,000, an increase of 10%.
Oil and condensate sales for the third quarter of 2006 were $364,000 compared
to $305,000 for the same period in 2005, an increase of approximately $59,000
or 19%. Average oil/condensate prices for production sold in the third quarter
of 2006 was $67.63 per barrel compared to $57.48 per bbl for the three months
ended September 30, 2005, an increase of 18%.
Gas sales for the third quarter of 2006 were $1,043,000 compared to $970,000
for the same period in 2005, an increase of approximately $73,000 or 8%. The
increase in gas sales was attributed to a combination of increased production
which was offset by a decrease in the average gas sales price between the two
periods. Average gas prices for production sold in the third quarter of 2006
was $6.22 per Mcf compared to $6.56 per Mcf in 2005 a decrease of 5%.
In 2006, the cost of lease operations for the three months ended September 30,
2006 increased by $150,000 over the same period in 2005. The increase was due
to an increase in remedial repair work on older wells and also reflects the
substantial cost increases seen across the board in oilfield equipment and
services.
Depreciation and amortization during the third quarter of 2006 increased over
that of the same period in 2005. This increase is due primarily to the
increased full cost pot from capitalized exploration and development costs.
General and administrative costs for the third quarter of 2006 increased
$87,000 or 33% over the same period in 2005 due the addition of some full-time
employees, contractors, consultants and the rising cost of technical employees.
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Interest expense decreased as the note payable for the purchase of the office
building was decreased.
Financial Condition and Liquidity
The Company's operating capital needs, as well as its capital spending program
are generally funded from cash flow generated by operations. Because future
cash flow is subject to a number of variables, such as the level of production
and the sales price of oil and natural gas, the Company can provide no
assurance that its operations will provide cash sufficient to maintain current
levels of capital spending. Accordingly, the Company may be required to seek
additional financing from third parties in order to fund its exploration and
development programs.
Item 4. - Controls and Procedures
(a) As of the end of the period covered by this report, the Company carried
out an evaluation, under the supervision and with the participation of the
Company's management, including the Company's Principal Executive Officer and
Principal Financial Officer, was conducted of the effectiveness of the design
and operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15(e). Based upon the evaluation, the Principal
Executive Officer and Principal Financial Officer concluded that the Company's
disclosure controls and procedures are effective at September 30, 2006 in
timely alerting them to material information relating to the Company (including
its consolidated subsidiaries) which is required to be included in the
Company's periodic SEC filings.
(b) There have been no changes in the Company's internal controls over
financial reporting during the quarter ended September 30, 2006 that have
materially affected, or are reasonably likely to materially affect the
Company's internal controls over financial reporting.
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Part II - Other Information
Item 2. - Unregistered Sales of Equity Securities and Use of Proceeds
During the period, the following securities of the Registrant, which were not
registered under the Securities Act, were sold or otherwise issued:
Effective August 15, 2006, the Company issued 10,000 shares of restricted
common stock to a key employee pursuant to an employment package. The shares
were valued at $2.10 per share, a 60% discount from the believed market value
for free trading shares at the time of issue of $5.25 per share. The discount
was determined based in part on the fact that the shares were restricted and
could not be sold or traded for at least one year from date of issue. The
amount was expensed as general and administrative expense. The shares of
common stock were issued out of Treasury Stock and reduced the amount of the
Company's common stock held in Treasury from 91,668 to 81,668 shares.
The Company does not have any Board of Directors approved repurchase program
and has not purchased any securities issued by the Company during the period
covered by this report.
Item 5. - Other Information
None
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Item 6. - Exhibits
The following exhibits are filed herewith or incorporated by reference as
indicated.
Exhibit
Designation Exhibit Description
3.1 (a) Amended Articles of Incorporation of Spindletop
Oil & Gas Co. (Incorporated by reference to
Exhibit 3.1 to the General Form for Registration of
Securities on Form 10, filed with the Commission on
August 14, 1990)
3.2 Bylaws of Spindletop Oil & Gas Co. (Incorporated by
reference to Exhibit 3.2 to the General Form for
Registration of Securities on Form 10, filed with the
Commission on August 14, 1990)
31.1 * Certification pursuant to Rules 13a-14 and 15d under the
Securities Exchange Act of 1934.
31.2 * Certification pursuant to Rules 13a-14 and 15d under the
Securities Exchange Act of 1934.
32.1 * Certification pursuant to 18 U.S.C. Section 1350
____________________________
* filed herewith
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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 thereunto duly authorized.
SPINDLETOP OIL & GAS CO.
(Registrant)
Date: November 17, 2006 By: /s/ Chris G. Mazzini
Chris G. Mazzini
President, Chief Executive Officer
Date: November 17, 2006 By: /s/ Michelle H. Mazzini
Michelle H. Mazzini
Vice President, Secretary
Date: November 17, 2006 By: /s/ Robert E. Corbin
Robert E. Corbin
Controller, Principal Financial Officer
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Exhibit 31.1
CERTIFICATION
I, Chris G. Mazzini, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Spindletop Oil
& Gas
Co.;
2. Based on my knowledge, this report 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13-15(e) and 15d-15e) and have internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles; and
(c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the controls and procedures as of the end of the
period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
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5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
Dated: November 17, 2006
/s/ Chris G. Mazzini
CHRIS G. MAZZINI
President, Chief Executive Officer
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Exhibit 31.2
CERTIFICATION
I, Robert E. Corbin, certify that:
1. I have reviewed this quarterly report on Form 10-Q of Spindletop Oil
& Gas
Co.;
2. Based on my knowledge, this report 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 report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13-15(e) and 15d-15e) and have internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:
(a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
(b) designed such internal control over financial reporting, or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles; and
(c) evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about the
effectiveness of the controls and procedures as of the end of the
period covered by this report based on such evaluation; and
(d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's
most recent fiscal quarter that has materially affected, or is
reasonably likely to materially affect, the registrant's internal
control over financial reporting; and
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5. The registrant's other certifying officers and I have disclosed, based on
our most recent evaluation of internal control over financial reporting, to
the registrant's auditors and the audit committee of registrant's board of
directors (or persons performing the equivalent functions):
(a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
(b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
Dated: November 17, 2006
/s/ Robert E. Corbin
ROBERT E. CORBIN
Controller, Principal Financial Officer
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Exhibit 32.1
Officers' Section 1350 Certifications
The undersigned officer of Spindletop Oil & Gas Co., a Texas corporation (the
"Company"), hereby certifies that (i) the Company's Quarterly Report on
Form 10-Q for the quarter ended September 30, 2006 fully complies with the
requirements of Section 13(a) of the Securities Exchange Act of 1934, and
(ii) the information contained in the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 2006 fairly presents, in all material
respects, the financial condition and results of operations of the Company,
at and for the periods indicated.
Dated: November 17, 2006
/s/ Chris G. Mazzini
CHRIS G. MAZZINI
President, Chief Executive Officer
/s/ Robert E. Corbin
ROBERT E. CORBIN
Controller, Principal Financial Officer
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