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, 2009
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 ]
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 7,620,803
(Class) (Outstanding at May 20, 2009)
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
FORM 10-Q
For the quarter ended March 31, 2009
Index to Consolidated Financial Statements and Schedules
Page
Part I - Financial Information:
Item 1. - Financial Statements
Consolidated Balance Sheets
March 31, 2009 (Unaudited) and December 31, 2008 4-5
Consolidated Statements of Operations (Unaudited)
Three Months Ended March 31, 2009 and 2008 6
Consolidated Statements of Cash Flows (Unaudited)
Three Months Ended March 31, 2009 and 2008 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 5. - Other Information 13
Item 6. - Exhibits 13
- 3 -
Part I - Financial Information
Item 1. - Financial Statements
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of
-------------------------
March 31 December 31
2009 2008
(Unaudited)
----------- -----------
ASSETS
Current Assets
Cash and cash equivalents $10,753,000 $10,468,000
Accounts receivable, trade 1,430,000 1,510,000
----------- -----------
Total Current Assets 12,183,000 11,978,000
----------- -----------
Property and Equipment, at cost
Oil and gas properties (full cost method) 13,775,000 13,633,000
Rental equipment 399,000 399,000
Gas gathering systems 145,000 145,000
Other property and equipment 170,000 170,000
----------- -----------
14,489,000 14,347,000
Accumulated depreciation and amortization (7,266,000) (7,007,000)
----------- -----------
Total Property and Equipment, net 7,223,000 7,340,000
----------- -----------
Real Estate Property, at cost
Land 688,000 688,000
Commercial office building 1,580,000 1,580,000
Accumulated depreciation (325,000) (300,000)
----------- -----------
Total Real Estate Property, net 1,943,000 1,968,000
----------- -----------
Other Assets 3,000 3,000
----------- -----------
Total Assets $21,352,000 $21,289,000
=========== ===========
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
2009 2008
(Unaudited)
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable, current portion $ 120,000 $ 120,000
Accounts payable and accrued liabilities 4,037,000 3,788,000
Income tax payable 44,000 44,000
Tax savings benefit payable 97,000 97,000
----------- -----------
Total current liabilities 4,298,000 4,049,000
----------- -----------
Noncurrent Liabilities
Notes payable, long-term portion 1,050,000 1,080,000
Asset retirement obligation 693,000 667,000
----------- -----------
1,743,000 1,747,000
----------- -----------
Deferred income tax payable 2,397,000 2,457,000
----------- -----------
Total Liabilities 8,438,000 8,253,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value; 100,000,000
shares authorized; 7,677,471 shares issued
and 7,610,803 shares outstanding at
March 31, 2009; 7,677,471 shares issued
and 7,610,803 shares outstanding at
December 31, 2008. 77,000 77,000
Additional paid-in capital 874,000 874,000
Treasury Stock (32,000) (32,000)
Retained earnings 11,995,000 12,117,000
----------- -----------
Total Shareholders' Equity 12,914,000 13,036,000
----------- -----------
Total Liabilities and Shareholders' Equity $21,352,000 $21,289,000
=========== ===========
The accompanying notes are an integral part of these statements.
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
Three Months Ended
-------------------------
March 31 March 31
2009 2008
----------- -----------
Revenues
Oil and gas revenue $ 1,154,000 $ 3,117,000
Revenue from lease operations 81,000 47,000
Gas gathering, compression and
Equipment rental 39,000 40,000
Real estate rental income 127,000 131,000
Interest income 45,000 74,000
Other 33,000 1,000
----------- -----------
Total revenue 1,479,000 3,410,000
----------- -----------
Expenses
Lease operations 548,000 649,000
Pipeline and rental operations 6,000 6,000
Real estate operations 46,000 66,000
Depreciation, depletion, and amortization 284,000 185,000
Asset retirement obligation accretion 10,000 6,000
General and administrative 748,000 570,000
Interest expense 18,000 20,000
----------- -----------
Total Expenses 1,660,000 1,502,000
----------- -----------
Income (Loss) Before Income Tax (181,000) 1,908,000
----------- -----------
Current tax provision - 321,000
Deferred tax provision (59,000) 410,000
----------- -----------
(59,000) 731,000
----------- -----------
Net Income (Loss) $ (122,000) $1,177,000
=========== ===========
Earnings (loss) per Share of Common Stock
Basic and diluted $ (0.02) $ 0.15
=========== ===========
Weighted Average Shares Outstanding
Basic and diluted 7,610,803 7,610,803
=========== ===========
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
2009 2008
----------- -----------
Cash Flows from Operating Activities
Net Income (Loss) $ (122,000) $ 1,177,000
Reconciliation of net income
to net cash provided by
Operating Activities
Depreciation, depletion and amortization 284,000 185,000
Accretion of asset retirement obligation 10,000 6,000
Changes in accounts receivable, trade 80,000 (729,000)
Changes in accounts payable 249,000 (110,000)
Changes in current taxes payable - 321,000
Changes in deferred tax payable (60,000) 410,000
----------- -----------
Net cash provided by operating
Activities 441,000 1,260,000
----------- -----------
Cash flows from Investing Activities
Capitalized acquisition, exploration
and development costs (125,000) (30,000)
Purchase of other property and equipment (1,000) (1,000)
Capitalized tenant improvements - (8,000)
----------- -----------
Net cash used for Investing
Activities (126,000) (39,000)
----------- -----------
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 285,000 1,191,000
Cash at beginning of period 10,468,000 6,325,000
----------- -----------
Cash at end of period $10,753,000 $ 7,516,000
=========== ===========
Interest paid in Cash $ 18,170 $ 20,239
=========== ===========
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, 2008 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.
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,
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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, 2008 (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 have decreased significantly from highs in 2008.
In the last nine months, oil prices have decreased by two thirds off their
highest prices and natural gas prices have decreased by 70% or more during this
time period. Costs of exploration, development and production have not yet
adjusted to current economic conditions or in proportion to the significant
reduction in product prices. Prolonged, substantial decreases in oil and
natural gas prices would likely have a material adverse effect on Spindletop'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 have experienced unprecedented volatility and
disruption during the last half of 2008 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
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
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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
2009 Compared to 2008
---------------------
Oil and gas revenues for the first quarter of 2009 were $1,154,000, as compared
to $3,117,000 for the same period in 2008, a decrease of $1,963,000 or 62.98%.
Natural gas revenues for the first three months of 2009 were $982,000 compared
to $2,648,000 for the same period in 2008, a decrease of $1,666,000, or 62.9%.
Natural gas volumes for the first quarter of 2009 were approximately 201,000
mcf compared to approximately 364,000 mcf during the first quarter of 2008, a
decrease of approximately 163,000 mcf or 44.8 %. The primary decline in
natural gas volumes was from four new horizontal Barnett shale wells drilled
in Parker County, Texas that were placed in production the last quarter of 2007
and the first quarter of 2008.
Average natural gas prices received were $4.89 per mcf in the first quarter of
2009 as compared to $7.27 per mcf in the first quarter of 2008, a decrease of
approximately $2.38 per mcf or 32.7%.
- 10 -
Oil sales for the first three months of 2009 were approximately $172,000
compared to approximately $469,000 in the first quarter of 2008, a decrease of
approximately $297,000 or 63.3%. Oil volumes for the first quarter of 2009
were approximately 5,100 bbls compared to approximately 5,800 bbls during the
first quarter of 2008, a decrease of approximately 700 bbl, or 12.1%.
The primary decline in oil volumes were from non-operated properties.
Average oil prices received were $33.66 per bbl in the first quarter of 2009
compared to $80.33 per bbl in the first three months of 2008, a decrease of
approximately $46.67 per bbl or 58.1%.
Real estate income for the two periods was 3.1% less during the first
quarter of 2009 compared to the same period in 2008. The Company reacquired
1,649 square feet of office space on March 17, 2008 from a third-party tenant
which reduced rental income receivable. The same tenant also has a rent
escalator in its lease agreement which offsets a portion of the rent lost, by
the increased rate per square foot.
Interest income was $45,000 during the first quarter of 2009 as compared to
$74,000 during the same period in 2008, a decreased of approximately $29,000
or 39.2%. This was due to the drop in interest rates for certificates of
deposit that decrease from a range of 5% to 5.5% during the first quarter of
2008 to 1.9% to 3% in the first quarter of 2009. During the last quarter of
2008 and the first quarter of 2009, the Company has moved much of its
certificate of deposit investments into business banking checking accounts at
numerous financial institutions to take advantage of the unlimited FDIC
insurance coverage at banks that qualify, and the higher FDIC coverage of
$250,000 at other banks.
Lease operations in the first quarter of 2009 were $548,000 as compared to
$649,000 in the first quarter of 2008, a decrease of approximately $101,000,
or 15.6%. Approximately $59,000 of the decrease is due to remedial activity
on our Titus County, Texas wells in 2008 to return several shut-in wells to
production. These expenses were not incurred in 2009. Additionally, there
were approximately $35,000 of non recurring workover expenses incurred on our
University leases in Ward County, Texas during the first quarter of 2008. In
general the operating expenses remained the same as in the first quarter of
2008. With the decline in oil and gas prices coupled with no significant
decrease in prices of materials and services, the Company for the first quarter
of 2009, prioritized its workover program to defer certain projects and work
only on the most critical. In addition, the Company began to evaluate shutting
in selected high lift cost wells to reduce expenses until oil and gas prices
begin to rebound.
Real estate operations expense in the first quarter of 2009 was approximately
$46,000 compared to $66,000 during the same period in 2008, a decrease of
approximately $20,000. The lower expenses during the first three months of
2009 were due primarily to a decrease in building utilities of approximately
$24,800.
Depreciation, depletion, and amortization for the first quarter of 2009 was
$284,000 as compared to $185,000 for the first quarter of 2008, an increase of
$99,000, or 53.5%. The company re-evaluated its proved oil and gas reserve
- 11 -
quantities as of December 31, 2008, and increased its depletion rate for 2009
to 8.52% of the total capitalized cost of oil and gas properties (the "full
cost pot"), as compared to a rate of 5.883% used at December 31, 2007 and the
first three quarters of 2008. In addition, the undepleted amount of the full
cost pot increased from approximately $10,496,000 at the end of the first
quarter of 2008, to approximately $11,857,000 at the end of the first quarter
of 2009. The increased basis of the full cost pot plus the increased depletion
rate resulted in the increased depreciation, depletion, and amortization
amount.
General and administrative costs for the first quarter of 2009 were $748,000
compared to $570,000 for the first quarter of 2008, an increase of $178,000 or
31.1%. Personnel costs and associated employee benefit costs accounted for
approximately $246,000 of the increase, offset by a reduction in the management
fee payable of approximately $60,000. A portion of the increase in salary and
benefits is due to additional personnel hired during the last three quarters of
2008. In addition, the management services agreement between Giant Energy
Corp. and the Company was terminated on September 30, 2008 and effective
October 1, 2008, Chris Mazzini and Michelle Mazzini, President and Vice
President of the Company respectively, became employees of Spindletop Oil and
Gas Company.
Interest expense was approximately $18,000 for the first quarter of 2009
compared to approximately $20,000 for the same period in 2008, a decrease of
approximately $2,000. This is due to the continued reduction of the principal
amount of the loan on the 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 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 were effective as of the end of
the period covered by the report.
- 12 -
(b) There have been no changes in the Company's internal controls over
financial reporting during the quarter ended March 31, 2009 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
During the third quarter of 2008, the Olex U.S. #8 well, located on our Krum SW
Block in Denton Co., Texas was drilled to a depth of 8,827 ft. and cased. The
well was completed in the Barnett shale and placed into production during the
first quarter of 2009. First sales occurred on March 17, 2009. The average
daily production for the month of April 2009 was 698 mcfgpd and 34 bopd. The
Company owns a 52.5% working interest in this well.
Also, during the fourth quarter of 2008, the Poston #1 well, located on our
Godley North Block in Johnson Co., Texas was drilled to a depth of 6,754 ft.
and cased. Completion of this well is scheduled in the second quarter of 2009.
The company owns a 91% working interest in this well.
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
- 13 -
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 20, 2009 By: /s/ Chris G. Mazzini
-------------------------------
Chris G. Mazzini
President, Principal Executive
Officer
Date: May 20, 2009 By: /s/ Michelle H. Mazzini
-------------------------------
Michelle H. Mazzini
Vice President, Secretary
Date: May 20, 2009 By: /s/ Robert E. Corbin
-------------------------------
Robert E. Corbin
Controller, Principal Financial
Accounting Officer
- 14-
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 20, 2009
/s/ Chris G. Mazzini
---------------------------------
CHRIS G. MAZZINI
President, Principal 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 20, 2009.
/s/ Robert E. Corbin
---------------------------------
ROBERT E. CORBIN
Controller, Principal Financial
Accounting Officer
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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, 2009 as filed with
the Securities Exchange Commission on the date hereof (the "Report"), the
undersigned Principal Executive Officer and Principal Financial 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 20, 2009
/s/ Chris G. Mazzini
---------------------------------
CHRIS G. MAZZINI
President, Principal Executive
Officer
/s/ Robert E. Corbin
---------------------------------
ROBERT E. CORBIN
Controller, Principal Financial
Accounting Officer
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