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 MARCH 31, 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 May 18, 2007, there were 7,600,803 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 March 31, 2007
Index to Consolidated Financial Statements and Schedules
Page
Part I - Financial Information:
Item 1. - Financial Statements
Consolidated Balance Sheets
March 31, 2007 (Unaudited) and December 31, 2006 4-5
Consolidated Statements of Income or Loss (Unaudited)
Three Months Ended March 31, 2007 and 2006 6
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 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 1A - Risk Factors 12
Item 5. - Other Information 13
Item 6. - Exhibits 13
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Part I - Financial Information
Item 1. - Financial Statements
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of
-------------------------
March 31 December 31
2007 2006
(Unaudited)
----------- -----------
ASSETS
Current Assets
Cash $ 6,550,000 $ 5,759,000
Accounts receivable, trade 946,000 1,173,000
Prepaid expenses, related party - 60,000
Prepaid income tax 315,000 426,000
----------- -----------
Total Current Assets 7,811,000 7,418,000
----------- -----------
Property and Equipment, at cost
Oil and gas properties (full cost method) 8,509,000 8,102,000
Rental equipment 399,000 399,000
Gas gathering systems 145,000 145,000
Other property and equipment 141,000 141,000
----------- -----------
9,194,000 8,787,000
Accumulated depreciation and amortization (5,371,000) (5,257,000)
----------- -----------
Total Property and Equipment, net 3,823,000 3,530,000
----------- -----------
Real Estate Property, at cost
Land 688,000 688,000
Commercial office building 1,509,000 1,508,000
Accumulated depreciation (143,000) (120,000)
----------- -----------
Total Real Estate Property, net 2,054,000 2,076,000
----------- -----------
Other Assets 1,000 -
----------- -----------
Total Assets $13,689,000 $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
-------------------------
March 31 December 31
2007 2006
(Unaudited)
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable, current portion $ 120,000 $ 120,000
Accounts payable and accrued liabilities 2,606,000 2,237,000
Tax savings benefit payable 97,000 97,000
----------- -----------
Total current liabilities 2,823,000 2,454,000
----------- -----------
Noncurrent Liabilities
Notes payable, long-term portion 1,290,000 1,320,000
Asset retirement obligation 259,000 251,000
----------- -----------
1,549,000 1,571,000
----------- -----------
Deferred income tax payable 1,415,000 1,324,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value; 100,000,000
Shares authorized; 7,677,471 shares issued
at March 31, 2007 and December 31, 2006.
7,600,803 shares outstanding at March 31, 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 7,004,000 6,788,000
----------- -----------
Total Shareholders' Equity 7,902,000 7,675,000
----------- -----------
Total Liabilities and Shareholders' Equity $13,689,000 $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)
Three Months Ended
-------------------------
March 31 March 31
2007 2006
----------- -----------
Revenues
Oil and gas revenue $ 1,125,000 $ 1,381,000
Revenue from lease operations 36,000 35,000
Gas gathering, compression and
Equipment rental 25,000 19,000
Real estate rental income 125,000 76,000
Interest income 85,000 49,000
Other 21,000 1,000
----------- -----------
Total revenue 1,417,000 1,561,000
----------- -----------
Expenses
Lease operations 295,000 318,000
Pipeline and rental operations 12,000 26,000
Real estate operations 66,000 68,000
Depreciation, depletion and amortization 136,000 216,000
Asset retirement obligation accretion 9,000 -
General and administrative 448,000 275,000
Interest expense 33,000 24,000
----------- -----------
Total Expenses 999,000 927,000
----------- -----------
Income Before Income Tax 418,000 634,000
----------- -----------
Current tax provision 111,000 2,000
Deferred tax provision 91,000 161,000
----------- -----------
202,000 163,000
----------- -----------
Net Income $ 216,000 $ 471,000
=========== ===========
Earnings per Share of Common Stock
Basic and diluted $ 0.03 $ 0.06
=========== ===========
Weighted Average Shares Outstanding
Basic and diluted 7,595,803 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)
Three Months Ended
-------------------------
March 31 March 31
2007 2006
----------- -----------
Cash Flows from Operating Activities
Net Income $ 216,000 $ 471,000
Reconciliation of net income
to net cash provided by
Operating Activities
Depreciation, depletion and amortization 136,000 216,000
Employee compensation paid with
treasury stock 11,000 -
Changes in prepaid expense 60,000 -
Changes in accounts receivable, trade 227,000 369,000
Changes in prepaid income taxes 111,000 -
Changes in accounts payable 369,000 138,000
Changes in current taxes payable - 2,000
Changes in deferred tax payable 91,000 162,000
Changes in asset retirement obligation 8,000 -
Other (1,000) 1,000
----------- -----------
Net cash provided by operating activities 1,228,000 1,359,000
----------- -----------
Cash flows from Investing Activities
Capitalized acquisition, exploration
and development costs (407,000) (278,000)
Proceeds from sale of other property and equipment - 10,000
Purchase of other property and equipment - -
Proceeds from sale of oil & gas property - 23,000
----------- -----------
Net cash used for investing activities (407,000) (245,000)
----------- -----------
Cash Flows from Financing Activities
Decrease in notes payable (30,000) (30,000)
----------- -----------
Net cash used for financing activities (30,000) (30,000)
----------- -----------
Increase in cash 791,000 1,084,000
Cash at beginning of period 5,759,000 5,508,000
----------- -----------
Cash at end of period $ 6,550,000 $ 6,592,000
=========== ===========
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 the 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 form 81,669 to 76,668 shares. This
transaction was recorded in accordance with FAS 123-R that became effective on
January 1, 2006.
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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, 2005 (the "Form 10-K").
Other sections of this report may also include suggested factors that could
adversely affect our business and financial performance. Moreover, we operate
in a very competitive and rapidly changing environment. New risks may emerge
from time to time and it is not possible for management to predict all such
matters; nor can we assess the impact of all such matters on our business or
the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking
statements. Given these uncertainties, investors should not place undue
reliance on forward-looking statements as a prediction of actual results.
Investors should also refer to our quarterly reports on Form 10-Q for future
periods and current reports on Form 8-K as we file them with the SEC, and to
other materials we may furnish to the public from time to time through
Forms 8-K or otherwise.
- 9 -
Results of Operations
2007 Compared to 2006
Oil and gas revenues for the first quarter of 2007 were $1,125,000, a decrease
of approximately $256,000 over revenues from the same period in 2006.
Natural gas revenues for the first three months of 2007 were $825,000 compared
to $1,007,000 for the same period in 2006. Natural gas volumes for the first
quarter of 2007 was approximately 132,500 mcf, a decrease of approximately
5,500 mcf (4.0 %) from that produced during the first quarter of 2006. The
Company realized an increase in gas production of approximately 15,700 mcf
between the two periods in its Olex U.S. lease in Denton County, Texas The
Company's horizontal well completed in February, 2007 produced approximately
22,000 mcf for the first quarter of 2007. Offsetting these increases, are two
Louisiana wells have been shut-in due to salt water disposal problems that have
resulted in an approximate decrease of over 5,600 mcf between the two periods.
The remaining net decrease in production was a combination of wells with
increased production and wells with decreased production for both operated and
non-operated wells. Average natural gas prices received were $6.23 per mcf in
the first quarter of 2007 compared to $7.29 per mcf in the first three months
of 2006, a decrease of approximately 14.5%.
Oil sales for the first three months of 2007 were $300,000 compared to $374,000
for the same period in 2006. Oil volumes for the first quarter of 2007 was
approximately 5,614 bbls, a decrease of approximately 786 bbls (12.3 %) from
that produced during the first quarter of 2006. Approximately 1,600 bbls of
the decrease between the two periods came from two operated wells in South
Texas, two operated wells in West Texas and one Well in Louisiana that were
temporarily shut-in due to re-works for parted pipes, and other operational
problems. The remaining net decrease in production was a combination of
increased and decreased production in both operated and non-operated wells.
Average oil prices received were $53.40 per bbl in the first quarter of 2007
compared to $58.46 per bbl in the first three months of 2006, a decrease of
approximately 8.7%.
Real estate rental income for the first quarter of 2007 was $49,000 greater
than for the same quarter in 2006. This is due to the leasing of approximately
14,000 square feet of office space at the beginning of the third quarter of
2006. Rental income from this new tenant is included in revenue for the
current quarter.
Interest income increased by approximately $36,000 as the amount of cash
invested in certificates of deposit increased over the previous year, and
interest rates earned were higher than in 2006.
Lease operations in the first quarter of 2007 were $295,000, approximately
$23,000 less than incurred during the first three months of 2006.
The depletion calculation for the first quarter of 2007 is lower than that
calculated in 2006. The company has re-evaluated its proved oil and gas
reserve quantities, and at the same time significantly decreased the amount of
estimated future development costs. This reduction of estimated future costs
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reduced the full cost pool which is being amortized. This resulted in a
reduction of depletion expense of approximately $79,000 during the first
quarter of 2007 as compared with the first quarter of 2006.
General and administrative costs for the first quarter of 2007 were up due to
the addition of several full-time employees and consultants during 2006 and
the first quarter of 2007 as the Company expanded its operations into drilling
wells and identification and acquisition of projects to develop.
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 March 31, 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 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.
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
The Company drilled two vertical Barnett Shale wells in Denton County, Texas
during the last quarter of 2006. The Olex US # 7 well reached its total depth
of 8,803 ft. on December 6, 2006 and production casing was set to the bottom.
The Olex US # 6 well reached its total depth of 8,870 ft. on December 30, 2006
and production casing was also set to the bottom.
The Olex US # 7 well was completed during the first quarter of 2007 and was
placed into production at a rate of 1,253 MCFG/D and 15 barrels of oil per day
(BO/D) from the Upper and Lower Barnett Shale. The Olex US # 6 well was also
completed in the Upper and Lower Barnett Shale during the first quarter of 2007
and tested at a rate of 1,769 MCFG/D and 35 BO/D. The well was placed into
production on April 22, 2007.
The company owns a 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 Barnett Shale horizontal wells were drilled on the
Company's acreage of during the fourth quarter of 2006. The Hutcheson # 2H
and # 3H wells, located in the northeast quarter of Parker County, Texas were
completed during the first quarter of 2007. The Hutcheson # 2H well was placed
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in production on February 2, 2007 at a rate of 1,174 MCFG/D. The Hutcheson
# 3H well was placed in production on March 15, 2007 at a rate of 1,057 MCFG/D.
The Company holds a 50% working interest in the wells.
During the first quarter of 2007, the third Barnett Shale horizontal well was
drilled on the Company's acreage under the terms of the Agreement. The Harms
# 4H well, located in the northeast quarter of Parker County, Texas was drilled
to a measured depth of 9,526 ft. and cased. This well is currently awaiting
completion. The Company holds a 50% working interest in the well. It is
anticipated that seven additional Barnett Shale horizontal wells will be
drilled during 2007 under the Agreement.
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: May 18, 2007 By: /s/ Chris G. Mazzini
Chris G. Mazzini
President, Chief Executive Officer
Date: May 18, 2007 By: /s/ Michelle H. Mazzini
Michelle H. Mazzini
Vice President, Secretary
Date: May 18, 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
- 15 -
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 18, 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: May 18, 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 officers 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 March 31, 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 March 31,
2007 fairly presents, in all material respects, the financial condition and
results of operations of the Company, at and for the periods indicated.
Dated: May 18, 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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