UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2011
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 I.R.S. 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company.
See the definitions of "large accelerated filer", "accelerated filer"and
"smaller reporting company" in Rule 12b-2 of the Exchange Act).
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [ 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 ]
- 1 -
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:
Indicate the number of shares outstanding of each of the issuer's classes of
common, as of the latest practicable date.
Common Stock, $0.01 par value 7,640,803
(Class) (Outstanding at May 16, 2011)
- 2 -
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
FORM 10-Q
For the quarter ended March 31, 2011
Index to Consolidated Financial Statements and Schedules
Page
Part I - Financial Information:
Item 1. - Financial Statements
Consolidated Balance Sheets
March 31, 2011 (Unaudited) and December 31, 2010 4-5
Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2011 and 2010 6
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2011 and 2010 7
Notes to Consolidated Financial Statements 8
Item 2. - Management's Discussion and Analysis of Financial
Condition and Results of Operations 8
Item 4. - Controls and Procedures 12
Part II - Other Information:
Item 6. - Exhibits 14
Part I - Financial Information
Item 1. - Financial Statements
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of
-------------------------
March 31 December 31
2011 2010
(Unaudited)
----------- -----------
ASSETS
Current Assets
Cash and cash equivalents $ 7,185,000 $ 6,244,000
Accounts receivable, trade 1,416,000 1,088,000
Income tax receivable 27,000 446,000
Other short-term investments 400,000 400,000
----------- -----------
Total Current Assets 9,028,000 8,178,000
----------- -----------
Property and Equipment, at cost
Oil and gas properties (full cost method) 18,255,000 17,884,000
Rental equipment 399,000 399,000
Gas gathering systems 145,000 145,000
Other property and equipment 245,000 245,000
----------- -----------
19,044,000 18,673,000
Accumulated depreciation and amortization (9,063,000) (8,844,000)
----------- -----------
Total Property and Equipment, net 9,981,000 9,829,000
----------- -----------
Real Estate Property, at cost
Land 688,000 688,000
Commercial office building 1,580,000 1,580,000
Accumulated depreciation (526,000) (501,000)
----------- -----------
Total Real Estate Property, net 1,742,000 1,767,000
----------- -----------
Other Assets
Other long-term investments 1,000,000 1,000,000
Other Assets 3,000 3,000
----------- -----------
Total other assets 1,003,000 1,003,000
----------- -----------
Total Assets $21,754,000 $20,777,000
=========== ===========
The accompanying notes are an integral part of these statements.
- 4 -
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS - (Continued)
As of
-------------------------
March 31 December 31
2011 2010
(Unaudited)
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable, current portion $ 120,000 $ 120,000
Accounts payable and accrued liabilities 2,488,000 2,276,000
Tax savings benefit payable 97,000 97,000
----------- -----------
Total current liabilities 2,705,000 2,493,000
----------- -----------
Noncurrent Liabilities
Notes payable, long-term portion 810,000 840,000
Asset retirement obligation 878,000 854,000
----------- -----------
1,688,000 1,694,000
----------- -----------
Deferred income tax payable 2,972,000 3,009,000
----------- -----------
Total Liabilities 7,365,000 7,196,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value; 100,000,000
shares authorized; 7,677,471 shares issued
and 7,640,803 shares outstanding at
March 31, 2011; 7,677,471 shares issued
and 7,640,803 shares outstanding at
December 31, 2010. 77,000 77,000
Additional paid-in capital 919,000 919,000
Treasury Stock (18,000) (18,000)
Retained earnings 13,411,000 12,603,000
----------- -----------
Total Shareholders' Equity 14,389,000 13,581,000
----------- -----------
Total Liabilities and Shareholders' Equity $21,754,000 $20,777,000
=========== ===========
The accompanying notes are an integral part of these statements.
- 5 -
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
-------------------------
March 31 March 31
2011 2010
----------- -----------
Revenues
Oil and gas revenue $ 2,196,000 $ 1,677,000
Revenue from lease operations 75,000 70,000
Gas gathering, compression and
equipment rental 39,000 38,000
Real estate rental income 113,000 125,000
Interest income 17,000 39,000
Other 180,000 19,000
----------- -----------
Total revenue 2,620,000 1,968,000
----------- -----------
Expenses
Lease operations 492,000 249,000
Production taxes, gathering and marketing 206,000 180,000
Pipeline and rental operations 2,000 10,000
Real estate operations 49,000 52,000
Depreciation, depletion, and amortization 244,000 229,000
Asset retirement obligation accretion 12,000 22,000
General and administrative 750,000 764,000
Interest expense 15,000 17,000
----------- -----------
Total Expenses 1,770,000 1,523,000
----------- -----------
Income Before Income Tax 850,000 445,000
----------- -----------
Current tax provision 79,000 31,000
Deferred tax provision (37,000) 59,000
----------- -----------
42,000 90,000
----------- -----------
Net Income $ 808,000 $ 355,000
=========== ===========
Earnings per Share of Common Stock
Basic and diluted $ 0.10 $ 0.05
=========== ===========
Weighted Average Shares Outstanding
Basic and diluted 7,640,803 7,630,803
=========== ===========
The accompanying notes are an integral part of these statements.
- 6 -
SPINDLETOP OIL & GAS CO AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
-------------------------
March 31 March 31
2011 2010
----------- -----------
Cash Flows from Operating Activities
Net Income $ 808,000 $ 355,000
Reconciliation of net income
to net cash provided by
Operating Activities
Depreciation, depletion and amortization 244,000 229,000
Accretion of asset retirement obligation 12,000 22,000
Changes in accounts receivable, trade (328,000) (179,000)
Changes in prepaid income tax 419,000 30,000
Changes in accounts payable 212,000 (343,000)
Changes in deferred tax payable (37,000) 59,000
----------- -----------
Net cash provided by operating
Activities 1,330,000 173,000
----------- -----------
Cash flows from Investing Activities
Capitalized acquisition, exploration
and development costs (358,000) (169,000)
Purchase of other property and equipment (1,000) (18,000)
----------- -----------
Net cash used for Investing
Activities (359,000) (187,000)
----------- -----------
Cash Flows from Financing Activities
Decrease in notes payable (30,000) (30,000)
----------- -----------
Net cash used for Financing Activities (30,000) (30,000)
----------- -----------
Increase (decrease) in cash 941,000 (44,000)
Cash at beginning of period 6,244,000 9,153,000
----------- -----------
Cash at end of period $ 7,185,000 $ 9,109,000
=========== ===========
Interest paid in Cash $ 14,516 $ 16,341
=========== ===========
The accompanying notes are an integral part of these statements.
- 7 -
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, 2010 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.
Subsequent Events:
------------------
The Company has evaluated subsequent events through the issuance date of this
report of May 16, 2011.
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
- 8 -
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, 2010 (the "Form 10-K").
The current global economic and financial crisis could lead to an extended
national or global economic recession. A slowdown in economic activity caused
by a recession would likely reduce national and worldwide demand for oil and
natural gas and result in lower commodity prices for long periods of time.
Prices for oil and natural gas are volatile. Costs of exploration,
development and production have not yet adjusted to current economic
conditions. Prolonged, substantial decreases in oil and natural gas prices
would likely have a material adverse effect on the Company's business,
financial condition and results of operations, could further limit the
Company's access to liquidity and credit and could hinder its ability to
satisfy its capital requirements.
Capital and credit markets experienced unprecedented volatility and disruption
over the last few years and continue to be unpredictable. Given the current
levels of market volatility and disruption, the availability of funds from
those markets has diminished substantially. Further, arising from concerns
about the stability of financial markets generally and the solvency of
borrowers specifically, the cost of accessing the credit markets has increased
as many lenders have raised interest rates, enacted tighter lending standards
or altogether ceased to provide funding to borrowers.
Due to these capital and credit market conditions, Spindletop cannot be certain
that funding will be available to the Company in amounts or on terms acceptable
to the Company. The Company is evaluating whether current cash balances and
cash flow from operations alone would be sufficient to provide working capital
to fully fund the Company's operations. Accordingly, the Company is evaluating
alternatives, such as joint ventures with third parties, or sales of interest
- 9 -
in one or more of its properties. Such transactions if undertaken could result
in a reduction in the Company's operating interests or require the Company to
relinquish the right to operate the property. There can be no assurance that
any such transactions can be completed or that such transactions will satisfy
the Company's operating capital requirements. If the Company is not successful
in obtaining sufficient funding or completing an alternative transaction on a
timely basis on terms acceptable to the Company, Spindletop would be required
to curtail its expenditures or restructure its operations, and the Company
would be unable to continue its exploration, drilling, and recompletion
program, any of which would have a material adverse effect on Spindletop's
business, financial condition and results of operations.
The Obama administration has recently set forth budget proposals which if
passed, would significantly curtail our ability to attract investors and raise
capital. Proposed changes in the Federal income tax laws which would eliminate
or reduce the percentage depletion deduction and the deduction for intangible
drilling and development costs for small independent producers, will
significantly reduce the investment capital available to those in the industry
as well as our Company. Lengthening the time to expense seismic costs will
also have an adverse effect on our ability to explore and find new reserves.
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
2011 Compared to 2010
---------------------
Oil and gas revenues for the first quarter of 2011 were $2,196,000, as compared
to $1,677,000 for the same period in 2010, an increase of approximately
$519,000 or 31.0%. Of this increase, approximately $462,000 was due to a one
time payment of suspended oil revenues due on the acquisition of a 25% working
interest in the Davis Heirs well#1 for several years from 2002 to 2011 (See
Item 5 below).
Natural gas revenues for the first three months of 2011 were $826,000 compared
to $1,156,000 for the same period in 2010, a decrease of $330,000, or 28.6%.
Natural gas sales volumes for the first quarter of 2011 were approximately
164,000 MCF compared to approximately 201,000 MCF during the first quarter of
2010, a decrease of approximately 37,000 mcf or 18.4%.
- 10 -
Average natural gas prices received were $4.98 per MCF in the first quarter of
2011 as compared to $5.76 per MCF in the first quarter of 2010, a decrease of
approximately $0.78 per MCF or 13.5%.
Oil sales for the first three months of 2011 were approximately $1,370,000
compared to approximately $521,000 in the first quarter of 2010, an increase of
approximately $849,000 or 163.0%. Of this increase, approximately $462,000 was
due from a one time payment of suspended oil revenues for several years from
2002 to 2011 from the working interest acquired in the Davis Heirs #1 well.
Oil sales volumes for the first quarter of 2011 were approximately 19,600 BBLS,
8,865 BBLS of which were from the acquisition of the working interest in the
Davis Heirs #1 well and suspended oil volume from 2002 to 2011 of this well,
compared to approximately 11,500 BBLS during the first quarter of 2010, an
increase of approximately 8,100 BBLS, or 70.4%. Excluding the Davis well, the
oil volumes for the first quarter of 2011 were 10,735 BBLS, or a decrease of
6.7%.
Average oil prices received were $84.39 per BBL in the first quarter of 2011
compared to $71.35 per BBL in the first three months of 2010, an increase of
approximately $13.04 per BBL or 18.3%. The average oil prices calculated above
did not include the working interest in the Davis Heirs #1 well which was
calculated separately at an average blended price from 2002 to 2011 of $52.13
per BBL.
Real estate income was approximately $113,000 during the first quarter of 2011
compared to $125,000 for the first three months of 2010, a decrease of
approximately $12,000, or 9.6%. This decrease is due to a net loss of rentable
square footage from tenants who have moved out. The Company has replaced many
of these leases during the first quarter of 2011.
Interest income was $17,000 during the first quarter of 2011 as compared to
$39,000 during the same period in 2010, a decrease of approximately $22,000 or
56.4%. This was due to a drop in interest rates between years. The interest
rate on certain deposit accounts at one of the banks in which the Company is a
depositor was decreased significantly toward the end of 2010 resulting in an
approximate $18,000 reduction in interest income received for the year in 2010.
This decreased interest rate has affected the first quarter comparison of both
years.
Other income for the first three months of 2011 was $180,000 as compared to
$19,000 for the same time period in 2010, an increase of $161,000.
Approximately $155,000 of this increase is due to money received for Farmout
Agreements in the first quarter of 2011.
Lease operations expense in the first quarter of 2011 was $492,000 as compared
to $249,000 in the first quarter of 2010, a net increase of approximately
$243,000, or 97.6%. Of this increase, approximately $80,000 was from the
acquisition of the working interest in the Davis Heirs #1 well. Approximately
$94,000 of the increase was for expenses incurred on six operated New Mexico
wells acquired in December of 2010. Approximately $23,000 was for expenses
associated with other wells acquired subsequent to the first quarter of 2010,
and approximately $30,000 from increased workover expenses between the periods.
- 11 -
Production taxes, gathering and marketing expenses in the first quarter of 2011
were approximately $206,000 as compared to $180,000 for the first quarter of
2010, an increase of approximately $26,000. Of this amount, approximately
$21,000 was due to the acquisition of the working interest in the Davis Heirs
#1well.
Real estate operations expense in the first quarter of 2011 was approximately
$49,000 compared to $52,000 during the same period in 2010, a decrease of
approximately $3,000.
Depreciation, depletion, and amortization expense for the first quarter of 2011
was $244,000 as compared to $229,000 for the first quarter of 2010, an increase
of $15,000, or 6.6%. $214,000 of the amount for the first quarter of 2011 was
for amortization of the full cost pot of capitalized costs as compared with
$199,000 for the first quarter of 2010. The Company re-evaluated its proved
oil and gas reserve quantities as of December 31, 2010. This re-evaluated
reserve base was adjusted for first quarter 2011 additions and dispositions of
reserves, and reduced for oil and gas reserves that were produced during the
quarter. A depletion rate of 1.784% for the quarter was calculated and applied
to the Company's full cost pot of capitalized oil and gas properties.
Asset Retirement Obligation ("ARO") expense for the first three months of 2011
was approximately $12,000 as compared to approximately $22,000 for the same
time period in 2010; a decrease of $10,000.
General and administrative costs for the first quarter of 2011 were
approximately $750,000 as compared to approximately $764,000 for the first
quarter of 2010, a decrease of $14,000 or 1.8%.
Interest expense was approximately $15,000 for the first quarter of 2011
compared to approximately $17,000 for the same period in 2010, a decrease of
approximately $2,000. This is due to the continued reduction of the principal
amount of the loan on the office building owned by the Company as interest on
the note is calculated and paid based on the unpaid balance of the loan.
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 and Accounting 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,
- 12 -
the Company's Principal Executive Officer and Principal Financial and
Accounting Officer concluded that the Company's disclosure controls and
procedures were effective as of the end of the period covered by the report.
(b) There have been no changes in the Company's internal controls over
financial reporting during the quarter ended March 31, 2011 that have
materially affected, or are reasonably likely to materially affect the
Company's internal controls over financial reporting.
Part II - Other Information
Item 5. - Other Information
East Texas
During the first quarter of 2011, the Company completed the acquisition of a
25% working interest in the Davis Heirs #1 well in Leon County, Texas. By
virtue of this acquisition, the Company obtained 25% of the revenues from this
interest net of drilling costs, completion costs, and operating expenses from
the date of first production in December, 2002. As a result of this
acquisition, the Company has booked a one time payment of $462,111 as gross
oil revenue from the production and sale of oil for the years 2002 to 2011 at
an average price of $52.13 per barrel (8,865 bbls). In addition, the Company
recorded $185,308 as drilling and development costs, $28,453 as lease and well
equipment, $21,331 as severance taxes, and $80,246 as lease operating expenses.
As of the first of the year, the Davis Heirs #1 well is producing approximately
6 bopd from the Halliday Woodbine field.
West Texas:
Effective April 1, 2011, the Company acquired a 100% working interest and 75%
net revenue interest in the University #21-34 well in Winkler, County, Texas.
The well was producing approximately 8 mcfgpd from the Morrow Formation at a
perforated interval of 15,511-531' as of the effective date.
New Mexico:
Effective April 1, 2011, the Company acquired a 10.5% working interest and
8.1375% net revenue interest in the Foster #1 well, in Lea County, New Mexico.
The well was producing at a rate of 50 mcfgpd, 0.5 bopd and 8 bswpd from the
San Andres Formation at a perforated interval of 4,510-22' as of the effective
date.
Mississippi
Effective April 1, 2011, the Company acquired a non-operated 9.56% working
interest and 8.34409% net revenue interest in the Mary Hall #7-10 well in
Jefferson Davis County, Mississippi. The well was producing approximately
125 mcfgpd and 2 bswpd from the Whitesand Hosston field as of the effective
date.
- 13 -
For all of the above wells, the Company cautions that the initial production
rates of a newly completed well or newly recompleted well or the production
rates at the effective date of acquisition may not be an indicator of
stabilized production rates or an indicator of the ultimate recoveries
obtained.
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
- 14 -
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: May 16, 2011 By: /s/ Chris G. Mazzini
Chris G. Mazzini
President, Principal Executive Officer
Date: May 16, 2011 By: /s/ Michelle H. Mazzini
Michelle H. Mazzini
Vice President, Secretary
Date: May 16, 2011 By: /s/ Robert E. Corbin
Robert E. Corbin
Controller, Principal Financial and
Accounting Officer
- 15 -
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
- 16 -
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: May 16, 2011
/s/ Chris G. Mazzini
CHRIS G. MAZZINI
President, Principal Executive Officer
- 17 -
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
- 18 -
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: May 16, 2011.
/s/ Robert E. Corbin
ROBERT E. CORBIN
Controller, Principal Financial and
Accounting Officer
- 19 -
Exhibit 32.1
Certification Pursuant to 18 U.S.C. Section 1350
As Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
In connection with the Quarterly Report of Spindletop Oil & Gas Co. (the
"Company"), on Form 10-Q for the quarter ended March 31, 2011 as filed with the
Securities Exchange Commission on the date hereof (the "Report"), the
undersigned Principal Executive Officer and Principal Financial and Accounting
Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350,
as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:
The Report fully complies with the requirements of Section 13(a) or 15(d)
of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material
respects, the financial condition and result of operations of the Company.
Dated: May 16, 2011
/s/ Chris G. Mazzini
CHRIS G. MAZZINI
President, Principal Executive Officer
/s/ Robert E. Corbin
ROBERT E. CORBIN
Controller, Principal Financial and
Accounting Officer
- 20 -