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, 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 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:
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 7,610,803
(Class) (Outstanding at November 14, 2007)
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
FORM 10-Q
For the quarter ended September 30, 2007
Index to Consolidated Financial Statements and Schedules
Page
Part I - Financial Information:
Item 1. - Financial Statements
Consolidated Balance Sheets
September 30, 2007 (Unaudited) and December 31, 2006 4-5
Consolidated Statements of Income or Loss (Unaudited)
Nine Months Ended September 30, 2007 and 2006 and
Three Months Ended September 30, 2007 and 2006 6
Consolidated Statements of Cash Flows (Unaudited)
Nine Months Ended September 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
-------------------------
September 30 December 31
2007 2006
(Unaudited)
----------- -----------
ASSETS
Current Assets
Cash $ 6,488,000 $ 5,759,000
Accounts receivable, trade 1,147,000 1,173,000
Prepaid expenses, related party - 60,000
Prepaid income tax 129,000 426,000
----------- -----------
Total Current Assets 7,764,000 7,418,000
----------- -----------
Property and Equipment, at cost
Oil and gas properties (full cost method) 9,031,000 8,102,000
Rental equipment 399,000 399,000
Gas gathering systems 145,000 145,000
Other property and equipment 141,000 141,000
----------- -----------
9,716,000 8,787,000
Accumulated depreciation and amortization (5,588,000) (5,257,000)
----------- -----------
Total Property and Equipment, net 4,128,000 3,530,000
----------- -----------
Real Estate Property, at cost
Land 688,000 688,000
Commercial office building 1,542,000 1,508,000
Accumulated depreciation (204,000) (120,000)
----------- -----------
Total Real Estate Property, net 2,026,000 2,076,000
----------- -----------
Other Assets 1,000 -
----------- -----------
Total Assets $13,919,000 $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
-------------------------
September 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 1,650,000 2,237,000
Tax savings benefit payable 97,000 97,000
----------- -----------
Total current liabilities 1,867,000 2,454,000
----------- -----------
Non-current Liabilities
Notes payable, long-term portion 1,230,000 1,320,000
Asset retirement obligation 260,000 251,000
----------- -----------
1,490,000 1,571,000
----------- -----------
Deferred income tax payable 1,734,000 1,324,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value; 100,000,000
Shares authorized; 7,677,471 shares issued
at Sept 30, 2007 and December 31, 2006.
7,610,803 shares outstanding at Sept 30, 2007
and 7,595,803 shares outstanding at
December 31, 2006 77,000 77,000
Additional paid-in capital 879,000 850,000
Treasury Stock (37,000) (40,000)
Retained earnings 7,909,000 6,788,000
----------- -----------
Total Shareholders' Equity 8,828,000 7,675,000
----------- -----------
Total Liabilities and Shareholders' Equity $13,919,000 $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)
Nine Months Ended Three Months Ended
September 30, September 30,
----------------------- -----------------------
2007 2006 2007 2006
----------- ----------- ----------- -----------
Revenues
Oil and gas revenue $ 4,618,000 $ 3,993,000 $ 1,642,000 $ 1,407,000
Revenue from lease
operations 160,000 100,000 62,000 30,000
Gas gathering, compression
and Equipment rental 135,000 102 000 63,000 50,000
Real estate rental income 381,000 299,000 131,000 128,000
Interest income 221,000 195,000 65,000 80,000
Other 50,000 88,000 25,000 1,000
----------- ----------- ----------- -----------
Total revenue 5,565,000 4,777,000 1,988,000 1,696,000
----------- ----------- ----------- -----------
Expenses
Lease operations 1,467,000 1,463,000 631,000 570,000
Pipeline and rental operations 36,000 38,000 22,000 7,000
Real estate operations 213,000 204,000 111,000 93,000
Depreciation, depletion and
amortization 414,000 581,000 124,000 190,000
Asset retirement obligation
accretion 25,000 - 8,000 -
General and administrative 1,504,000 979,000 523,000 349,000
Interest expense 76,000 71,000 21,000 24,000
----------- ----------- ----------- -----------
Total Expenses 3,735,000 3,336,000 1,440,000 1,233,000
----------- ----------- ----------- -----------
Income Before Income Tax 1,830,000 1,441,000 548,000 463,000
----------- ----------- ----------- -----------
Current tax provision 298,000 250,000 10,000 115,000
Deferred tax provision 411,000 272,000 147,000 20,000
----------- ----------- ----------- -----------
709,000 522,000 157,000 135,000
----------- ----------- ----------- -----------
Net Income $ 1,121,000 $ 919,000 $ 391,000 $ 328,000
=========== =========== =========== ===========
Earnings per Share of
Common Stock
Basic and diluted $ 0.15 $ 0.12 $ 0.05 $ 0.04
=========== =========== =========== ===========
Weighted Average Shares
Outstanding
Basic and diluted 7,602,067 7,588,037 7,607,433 7,592,433
=========== =========== =========== ===========
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,
-------------------------
2007 2006
----------- -----------
Cash Flows from Operating Activities
Net Income $ 1,121,000 $ 919,000
Reconciliation of net income
to net cash provided by
Operating Activities
Depreciation, depletion and amortization 414,000 581,000
Employee compensation paid with
treasury stock 32,000 21,000
Changes in prepaid expense 60,000 -
Changes in accounts receivable 26,000 448,000
Changes in prepaid income taxes 297,000 (70,000)
Changes in accounts payable (587,000) 33,000
Changes in current taxes payable - (20,000)
Changes in deferred tax payable 410,000 272,000
Changes in asset retirement obligation 9,000 -
Other (1,000) 1,000
----------- -----------
Net cash provided by operating activities 1,781,000 2,185,000
----------- -----------
Cash flows from Investing Activities
Capitalized acquisition, exploration
and development costs (929,000) (665,000)
Proceeds from sale of other property and equipment - 9,000
Capitalized tenant improvements and broker fees (33,000) (204,000)
----------- -----------
Net cash used for investing activities (962,000) (860,000)
----------- -----------
Cash Flows from Financing Activities
Decrease in notes payable (90,000) (90,000)
----------- -----------
Net cash used for financing activities (90,000) (90,000)
----------- -----------
Increase in cash 729,000 1,235,000
Cash at beginning of period 5,759,000 5,508,000
----------- -----------
Cash at end of period $ 6,488,000 $ 6,743,000
=========== ===========
Interest paid in cash $ 65,000 $ 71,000
=========== ===========
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.
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 Stock and reduced the amount of the Company's
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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.
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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, 2007 compared to nine months ended
September 30, 2006
Total oil and gas revenues reported for the first nine months ended September
30, 2007 were $4,618,000 while total oil and gas revenues reported for the
same period in 2006 were $3,993,000, an overall increase of approximately
$625,000 or 15.7%.
Oil sales for the first nine months of 2007 were $1,185,000 compared to
$1,085,000 for the same period in 2006, an increase of approximately $100,000
or 9.2%. Average oil prices for production sold in the first nine months of
2007 was $ 59.86 per barrel compared to $64.30 per barrel for the first nine
months of 2006, a decrease of -6.9%.
Gas Sales in the first nine months of 2007 were $3,433,000 while gas sales
reported for the same period in 2006 were $2,908,000, an increase of
approximately $525,000 or 18.1%. Average gas prices for production sold in
the first nine months of 2007 was $ 6.63 per mcf compared to $6.60 per mcf in
2006, an increase of 0.5%
In 2007, the cost of lease operations for the nine months ended September 30,
was $1,467,000, approximately the same as the $1,463,000 incurred during the
nine months ended September 30, 2006.
Depletion expense decreased for the first nine months of 2007 by approximately
$167,000 as compared with the first nine months of 2006. This was due to the
amount of estimated costs for proved undeveloped properties included in the
full cost pot for 2007 being decreased significantly over that for 2006. This
was caused by a farmout agreement in which the estimated cost of the wells
included in the full cost pot which were anticipated to be drilled in 2006,
will be drilled at no cost to the Company. The reduction of the amount of
anticipated costs included in the full cost pot between years reduced the
amount of depletion charged to expense.
General and Administrative increased approximately $525,000 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 September 30, 2007 compared to three months ended September
30, 2006
Total oil and gas revenues reported for the three months ended September 30,
2007 were $1,642,000 while total oil and gas revenues reported for the same
period in 2006 were $1,407,000, and overall increase of approximately $235,000
or 16.7%.
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Oil and condensate sales for the third quarter of 2007 were approximately
$493,000 compared to $364,000 for the same period in 2006, an increase of
approximately $129,000 or 35.4%. Average oil and condensate prices for
production sold in the third quarter of 2007 was $ 64.86 per barrel compared
to $67.63 per barrel for the third quarter of 2006, a decrease in price of
approximately 4.1%.
Gas Sales in the third quarter of 2007 were $1,149,000 while total gas sales
reported for the same period in 2006 were $1,043,000, an increase of
approximately $106,000 or 10.2%. Average gas prices for production sold in
the third quarter of 2007 was $ 6.82 per mcf compared to $6.22 per mcf in 2006,
an increase of 9.7%.
In 2007, the cost of lease operations for the three months ended September 30
was $631,000, an increase of approximately $61,000 over the same period in
2006. The slight increase was due to an increase in remedial repair on older
wells as well as cost increases seen across the board in oilfield equipment
and services.
Depletion expense decreased for the three months ended September 30, 2007 by
approximately $66,000 as compared with the three months ended September 30,
2006. This was due to the amount of estimated costs for proved undeveloped
properties included in the full cost pot for 2007 being decreased significantly
over that for 2006. This was caused by a farmout agreement in which the
estimated cost of the wells included in the full cost pot which were
anticipated to be drilled in 2006, will be drilled at no cost to the Company.
The reduction of the amount of anticipated costs included in the full cost pot
between years reduced the amount of depletion charged to expense.
General and Administrative increased approximately $174,000 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
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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 September 30, 2007 that have
materially affected, or are reasonably likely to materially affect the
Company's internal controls over financial reporting.
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. The court
gave final approval of this agreement on October 4, 2007.
During the three months ended March 31, 2007, Spindletop Drilling Company
corrected the netting on the property and 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 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
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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.
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 third quarter of 2007, the Company recompleted its Finley #2 well
located in Eastland County, Texas. The Marble Falls formation was perforated,
acidized and stimulated with a slick water frac job. The well was placed on
pump and is currently pumping back the large volume of load water that was
injected.
Joint Drilling Development of North Texas Barnett Shale Leasehold:
The Company, together with Giant Energy Corp., a related entity, entered into
a joint Barnett Shale horizontal drilling development program with an unrelated
company during the third quarter of 2006. During the second quarter of 2007,
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 mcf of gas per day ("mcfgpd"), however, the gas
production was erratic because of down hole fluid loading. The well was placed
on a gas lift system but it was subsequently removed after it was determined
that the well could not be produced economically because of the large volume of
salt water produced with the natural gas. The well is currently shut in.
The fourth well drilled under the agreement was drilled on the Company's
Whiskey Flat block located in the southeast portion of Parker County, northeast
of Cresson, Texas in the second quarter of 2007. The Wilson-Harris #2H well
was drilled to a measured depth of 9,136 ft., cased and completed in the
Barnett Shale. The well was placed in production during the month of
September. The well produced at an averaged daily rate of 2,483 mcfgpd during
the first 30 days of production.
During the third quarter, three other wells were drilled on the Company's
Whiskey Flat block. The fifth well, the Wilson-Harris #3H well was drilled to
a measured depth of 8,756 ft., cased, fraced and placed in production during
the month of September. The well produced at an average daily gas rate
of 2,497 mcfgpd during the first thirty days of production. The sixth well,
the Wilson-Harris #4H well, was drilled to a measured depth of 7,040 ft.,
cased, fraced and placed in production during the month of September. The well
produced at an average daily gas rate of 2,125 mcfgpd for the first 30 days.
The seventh well, the Fitzwilliam Gas Unit #2H well was drilled to a measured
depth of 9,350 ft., cased, fraced and placed in production during the month of
October. The well produced at an average rate of 1,245 mcfgpd for the first 18
days.
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For all of the above wells the Company cautions that while initial production
rates are high, that early performance may not be an indication of the ultimate
gas 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
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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 14, 2007 By: /s/ Chris G. Mazzini
Chris G. Mazzini
President, Chief Executive Officer
Date: November 14, 2007 By: /s/ Michelle H. Mazzini
Michelle H. Mazzini
Vice President, Secretary
Date: November 14, 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
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):
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(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 14, 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
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):
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(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 14, 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 September 30, 2007 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, 2007 fairly presents, in all material respects, the financial
condition and results of operations of the Company, at and for the periods
indicated.
Dated: November 14, 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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