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 JUNE 30, 2007
or
[ ] TRANSITION REPORT PURSUANT OT 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 August 17, 2007, there were 7,610,803 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 June 30, 2007
Index to Consolidated Financial Statements and Schedules
Page
Part I - Financial Information:
Item 1. - Financial Statements
Consolidated Balance Sheets
June 30, 2007 (Unaudited) and December 31, 2006 4-5
Consolidated Statements of Income or Loss (Unaudited)
Six Months Ended June 30, 2007 and 2006 and
Three Months Ended June 30, 2007 and 2006 6
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2007 and 2006 7
Notes to Consolidated Financial Statements 8
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 9
Item 4. - Controls and Procedures 11
Part II - Other Information:
Item 1 - Legal Proceedings 12
Item 1A - Risk Factors 9
Item 2 - Unregistered Sales of Equity Securities and
Use of Proceeds 12
Item 5. - Other Information 13
Item 6. - Exhibits 14
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Part I - Financial Information
Item 1. - Financial Statements
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of
-------------------------
June 30 December 31
2007 2006
(Unaudited)
----------- -----------
ASSETS
Current Assets
Cash $ 6,055,000 $ 5,759,000
Accounts receivable, trade 1,179,000 1,173,000
Prepaid expenses, related party - 60,000
Prepaid income tax 138,000 426,000
----------- -----------
Total Current Assets 7,372,000 7,418,000
----------- -----------
Property and Equipment, at cost
Oil and gas properties (full cost method) 8,860,000 8,102,000
Rental equipment 399,000 399,000
Gas gathering systems 145,000 145,000
Other property and equipment 141,000 141,000
----------- -----------
9,545,000 8,787,000
Accumulated depreciation and amortization (5,476,000) (5,257,000)
----------- -----------
Total Property and Equipment, net 4,069,000 3,530,000
----------- -----------
Real Estate Property, at cost
Land 688,000 688,000
Commercial office building 1,542,000 1,508,000
Accumulated depreciation (192,000) (120,000)
----------- -----------
Total Real Estate Property, net 2,038,000 2,076,000
----------- -----------
Other Assets 1,000 -
----------- -----------
Total Assets $13,480,000 $13,024,000
=========== ===========
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
-------------------------
June 30 December 31
2007 2006
(Unaudited)
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable, current portion $ 120,000 $ 120,000
Accounts payable and accrued liabilities 1,742,000 2,237,000
Tax savings benefit payable 97,000 97,000
----------- -----------
Total current liabilities 1,959,000 2,454,000
----------- -----------
Noncurrent Liabilities
Notes payable, long-term portion 1,260,000 1,320,000
Asset retirement obligation 257,000 251,000
----------- -----------
1,517,000 1,571,000
----------- -----------
Deferred income tax payable 1,588,000 1,324,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value; 100,000,000
Shares authorized; 7,677,471 shares issued
at June 30, 2007 and December 31, 2006.
7,600,803 shares outstanding at June 30, 2007
and 7,595,803 shares outstanding at
December 31, 2006 77,000 77,000
Additional paid-in capital 860,000 850,000
Treasury Stock (39,000) (40,000)
Retained earnings 7,518,000 6,788,000
----------- -----------
Total Shareholders' Equity 8,416,000 7,675,000
----------- -----------
Total Liabilities and Shareholders' Equity $13,480,000 $13,024,000
=========== ===========
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)
Six Months Ended Three Months Ended
--------------------- -------------------------
June 30 June 30 June 30 June 30
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues
Oil and gas revenue $ 2,976,000 $ 2,586,000 $ 1,851,000 $ 1,205,000
Revenue from lease
operations 98,000 70,000 62,000 35,000
Gas gathering, compression
and Equipment rental 72,000 52 000 47,000 33,000
Real estate rental income 250,000 171,000 125,000 95,000
Interest income 156,000 115,000 71,000 66,000
Other 25,000 87,000 4,000 86,000
----------- ----------- ----------- -----------
Total revenue 3,577,000 3,081,000 2,160,000 1,520,000
----------- ----------- ----------- -----------
Expenses
Lease operations 836,000 893,000 541,000 575,000
Pipeline and rental operations 14,000 31,000 2,000 5,000
Real estate operations 102,000 111,000 36,000 43,000
Depreciation, depletion and
amortization 290,000 391,000 154,000 175,000
Asset retirement obligation
accretion 17,000 - 8,000 -
General and administrative 981,000 630,000 533,000 355,000
Interest expense 55,000 47,000 22,000 23,000
----------- ----------- ----------- -----------
Total Expenses 2,295,000 2,103,000 1,296,000 1,176,000
----------- ----------- ----------- -----------
Income Before Income Tax 1,282,000 978,000 864,000 344,000
----------- ----------- ----------- -----------
Current tax provision 288,000 135,000 177,000 133,000
Deferred tax provision 264,000 252,000 173,000 91,000
----------- ----------- ----------- -----------
552,000 387,000 350,000 224,000
----------- ----------- ----------- -----------
Net Income $ 730,000 $ 591,000 $ 514,000 $ 120,000
=========== =========== =========== ===========
Earnings per Share of
Common Stock
Basic and diluted $ 0.10 $ 0.08 $ 0.07 $ 0.02
=========== =========== =========== ===========
Weighted Average Shares
Outstanding
Basic and diluted 7,599,339 7,585,803 7,599,339 7,585,803
=========== =========== =========== ===========
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)
Six Months Ended
-------------------------
June 30 June 30
2007 2006
----------- -----------
Cash Flows from Operating Activities
Net Income $ 730,000 $ 591,000
Reconciliation of net income
to net cash provided by
Operating Activities
Depreciation, depletion and amortization 290,000 391,000
Employee compensation paid with
treasury stock 11,000 -
Changes in prepaid expense 60,000 -
Changes in accounts receivable, trade (6,000) 233,000
Changes in prepaid income taxes 288,000 (45,000)
Changes in accounts payable (495,000) 209,000
Changes in current taxes payable - (20,000)
Changes in deferred tax payable 264,000 252,000
Changes in asset retirement obligation 6,000 -
Other (1,000) 1,000
----------- -----------
Net cash provided by operating
Activities 1,147,000 1,612,000
----------- -----------
Cash flows from Investing Activities
Capitalized acquisition, exploration
and development costs (758,000) (595,000)
Proceeds from sale of other property and equipment - 12,000
Capitalized tenant improvements and broker fees (33,000) (127,000)
----------- -----------
Net cash used for Investing
Activities (791,000) (710,000)
----------- -----------
Cash Flows from Financing Activities
Decrease in notes payable (60,000) (60,000)
----------- -----------
Net cash used for Financing
Activities (60,000) (60,000)
----------- -----------
Increase in cash 296,000 842,000
Cash at beginning of period 5,759,000 5,508,000
----------- -----------
Cash at end of period $ 6,055,000 $ 6,350,000
=========== ===========
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, 2006 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. COMMON STOCK
Effective March 22, 2007, the Company issued 5,000 shares of restricted common
stock to a key employee pursuant to an employment package. The shares were
valued at $2.12 per share, a 60% discount from the believed market value for
free trading shares at the time of issue of $5.30 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 81,668 to 76,668 shares. This transaction
was recorded in accordance with FAS 123-R that became effective January 1,
2006.
Subsequent to the end of the quarter and effective August 15, 2007, 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 cannot 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
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Stock and reduced the amount of the Company's common stock held in Treasury
from 76,668 to 66,668 shares. This transaction was recorded in accordance with
FAS 123-R that became effective January 1, 2006
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.
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, 2006 (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
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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
Six months ended June 30, 2007 compared to six months ended June 30, 2006
Total oil and gas revenues reported for the first six months ended June 30,
2007 were $2,976,000 while total oil and gas revenues reported for the same
period in 2006 were $2,586,000.
Oil sales for the first six months of 2007 were $692,000 compared to $721,000
for the same period in 2006, a decrease of approximately $29,000 or -4%.
The decrease is due to several wells that were temporarily shut-in and awaiting
repairs. Average oil prices for production sold in the first six months of 2007
was $ 56.68 per barrel compared to $62.51 per barrel for the first six months
of 2006.
Gas Sales in the first six months of 2007 were $2,284,000 while total oil and
gas revenues reported for the same period in 2006 were $1,865,000, an increase
of $419,000 or 22%. The Company realized an increase in gas production between
the two periods from its Olex U.S. lease in Denton County, Texas. In addition
the Hutchinson #2H and #3H, two of the horizontal wells in Parker County were
placed on production in February and March respectively. Average gas prices
for production sold in the first six months of 2007 was $ 6.55 per mcf compared
to $6.90 per mcf in 2006.
Lease operations were down $57,000 or 6% lower than in the same six month
period of 2006.
Depletion expense is lower for the first six months of 2007 as the amount of
cost for proved undeveloped properties included in the full cost pot was
reduced significantly with the entry into the horizontal drilling program with
a non-related third party. The reduction of the full cost pot reduced the
amount of depletion charged to expense.
General and Administrative increased approximately $351,000 due to increased
personnel cost and benefits due to the Company adding full-time employees,
primarily in the technical side of operations.
Three months ended June 30, 2007 compared to three months ended June 30, 2006
Total oil and gas revenues reported for the three months ended June 30, 2007
were $1,851,000 while total oil and gas revenues reported for the same period
in 2006 were $1,205,000.
Oil sales for the second quarter of 2007 were $391,000 compared to $345,000 for
the same period in 2006, an increase of approximately $46,000 or 13%. Average
oil prices for production sold in the second quarter of 2007 was $ 59.48 per
barrel compared to $66.62 per barrel for the second quarter of 2006.
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Gas Sales in the second quarter of 2007 were $1,460,000 while total oil and gas
revenues reported for the same period in 2006 were $860,000, an increase of
$600,000 or 70%. The Company realized an increase in gas production between
the two periods from its Olex U.S. lease in Denton County, Texas. In addition
the Hutchinson #2H and #3H, two of the horizontal wells in Parker County were
placed on production in February and March respectively. Average gas prices
for production sold in the second quarter of 2007 was $ 6.75 per mcf compared
to $6.76 per mcf in 2006
Lease operations were down $34,000 or 6% lower than in the same three month
period of 2006.
Depletion expense is lower for the first three months of 2007 as the amount of
cost for proved undeveloped properties included in the full cost pot was
reduced significantly with the entry into the horizontal drilling program with
a non-related third party. The reduction of the full cost pot reduced the
amount of depletion charged to expense.
General and Administrative increased approximately $178,000 due to increased
personnel cost and benefits due to the Company adding full-time employees,
primarily in the technical side of operations.
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, Spindletop Oil & Gas
Co. 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, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures pursuant to
Exchange Act Rule 13a-15 and 15d-15. Based upon the evaluation, the Company's
Principal Executive Officer and Principal Financial Officer concluded that the
Company's disclosure controls and procedures are effective 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 June 30, 2007 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 1. Legal Proceedings
On June 21, 2007, the acting United States attorney for the Eastern District
of Texas filed an Information against Spindletop Drilling Company, a subsidiary
of the registrant in a case styled The United States of America v. Spindletop
Drilling Company, Case No. 5:07CR16 filed in the United States District Court
for the Eastern District of Texas, Texarkana Division. The Information alleges
a violation of Title 16, USC Sec. 703 (unlawful taking of migratory birds),
charges Spindletop Drilling Company with a Class B misdemeanor petty offense
advising that on or about September 6, 2006 in Titus County, Texas allegedly
took migratory birds including approximately twelve (12) Northern Mockingbirds
(Mimus Polyglottos) and one (1) Mourning Dove (Zenaida Macroura), all in
violation of 16 USC Sec. 703 and 707(a). Spindletop Drilling Company owns and
operates an oil pit located on the "Pewitt D" lease located in Titus County,
Texas. Although Spindletop Drilling Company had netting in place, several
small birds were found in the pit in early September, 2006.
Although the incident was inadvertent, on June 26, 2007, in order to resolve
the matter, Spindletop Drilling Company entered into a plea agreement agreeing
to one count of the Information which charged a violation of 16 USC Sec.703 and
stipulated and agreed that two years probation, $10,000 in restitution payable
to the National Fish and Wildlife Foundation, no fine, and a $25 special
assessment would best advance the objectives under the law. Spindletop
Drilling Company expects the court to give final approval of this agreement
during the third calendar quarter of 2007.
Spindletop Drilling Company has already corrected the netting on the property
and has implemented other safeguards to further protect the migratory birds
and property in question.
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 March 22, 2007, the Company issued 5,000 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 in reliance upon the exemption afforded by
Section 4(2) under the Securities Act of 1933 and reduced the amount of the
Company's common stock held in Treasury from 81,668 to 76,668 shares.
Subsequent to the end of the quarter and effective August 15, 2007, 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
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issue of $5.25 per share. The discount was determined based in part on the
fact that the shares were restricted and cannot 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 76,668 to 66,668 shares. This transaction was recorded in
accordance with FAS 123-R that became effective January 1, 2006.
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
During the second quarter, the company completed two new vertical wells Barnett
Shale wells in Denton County, Texas. The Olex U.S. #7 well was placed in
production in March at an initial production rate of 1,253 mcfgpd and 15 bopd.
The Olex U.S. #6 well was placed in production in April at an initial rate of
1,769 mcfgpd and 35 bopd. The company owns 53% and 52.5% working interest in
the Olex U.S #6 and #7 wells respectively. The Olex U.S. lease is surrounded
by productive Barnett Shale gas wells and with existing spacing rules, an
additional 27 vertical wells could be drilled on this lease.
Joint Drilling Development of North Texas Barnett Shale Leasehold:
The company entered into a joint Barnett Shale Horizontal drilling development
program with an unrelated company during the third quarter of 2006. Under the
terms of the Agreement, two wells were drilled in the 4th quarter of 2006 and 8
wells are to be drilled this year. The company holds a 50% working interest
in these joint development wells.
During the second quarter, the third well drilled under our agreement, the
Harms #4H well was completed in the Barnett Shale formation. The Harms #4H
well is located in the northeast quarter of Parker County, Texas on the
company's Springtown block. Subsequent to the second quarter, the Harms #4H
well was flowed back and has flowed gas volumes in excess of 1,000 mcfgpd,
however, the gas production has been erratic because of down hole fluid
loading. The well is currently shut in and awaiting the installation of a gas
lift system for further testing.
The 4th well drilled under our agreement commenced drilling on our Whiskey Flat
Block located in Southeast Parker County, northeast of Cresson, Texas. The
Wilson-Harris #2H well was drilled to a measured depth of 9,136 ft. was cased
and is subsequently awaiting completion.
Subsequent to the second quarter, the 5th well, the Wilson-Harris #3H well
was drilled to a measured depth of 8,756 ft. and cased and is also awaiting
completion. The 6th well, the Wilson-Harris #4H well was commenced in July
and is currently drilling.
All three wells should be completed and placed in production during the third
quarter. It is anticipated that four additional horizontal wells will be
drilled this year.
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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: August 17, 2007 By: /s/ Chris G. Mazzini
Chris G. Mazzini
President, Chief Executive Officer
Date: August 17, 2007 By: /s/ Michelle H. Mazzini
Michelle H. Mazzini
Vice President, Secretary
Date: August 17, 2007 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 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: August 17, 2007
/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 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: August 17, 2007.
/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 Report on Form 10-Q for the
quarter ended June 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
June 30, 2007 fairly presents, in all material respects, the financial
condition and results of operations of the Company, at and for the periods
indicated.
Dated: August 17, 2007
/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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