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, 2013

 

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 (State or other jurisdiction of incorporation or organization)   12850 Spurling Rd., Suite 200, Dallas, Texas (Address of principal executive offices)

75-2063001 (I.R.S. Employer Identification No.)     75230 (Zip Code)

 

(972-644-2581)

(Registrant’s telephone number, including area code)

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ]

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [ X ]

 

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files. 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 (Class)

6,936,269 (Outstanding at May 15, 2013)

 

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
FORM 10-Q
For the quarter ended March 31, 2013
Index to Consolidated Financial Statements and Schedules
Part I – Financial Information:				Page
	Item 1. – Financial Statements
		Consolidated Balance Sheets
			March 31, 2013 (Unaudited) and December 31, 2012	3 - 4
		Consolidated Statements of Operations (Unaudited)
			Three Months Ended March 31, 2013 and 2012	5
		Consolidated Statements of Cash Flow (Unaudited)
			Three Months Ended March 31, 2013 and 2012	6
		Notes to Consolidated Financial Statements		7
	Item 2. – Management’s Discussion and Analysis of Financial
			Condition and Results of Operations	7
	Item 4. – Controls and Procedures			11
Part II – Other Information:
	Item 6. – Exhibits			12

 

 

 

 

Part I - Financial Information

 

Item 1. - Financial Statements

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	March 31,	December 31,
	2013	2012
	(Unaudited)
ASSETS
Current Assets
Cash and cash equivalents	$        7,930,000	$        7,151,000
Accounts receivable, Trade	1,671,000	2,155,000
Prepaid income tax	19,000	-
Other short-term investments	400,000	400,000
Total Current Assets	10,020,000	9,706,000
Property and Equipment - at cost
Oil and gas properties (full cost method)	23,054,000	22,822,000
Rental equipment	399,000	399,000
Gas gathering system	145,000	145,000
Other property and equipment	251,000	251,000
	23,849,000	23,617,000
Accumulated depreciation and amortization	(11,865,000)	(11,491,000)
Total Property and Equipment	11,984,000	12,126,000
Real Estate Property - at cost
Land	688,000	688,000
Commercial office building	1,580,000	1,580,000
Accumulated depreciation	(666,000)	(653,000)
Total Real Estate Property	1,602,000	1,615,000
Other Assets
Other long-term investments	1,200,000	1,200,000
Other	6,000	6,000
Total Other Assets	1,206,000	1,206,000
Total Assets	$      24,812,000	$      24,653,000
	-	-
The accompanying notes are an integral part of these statements.

 

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
	March 31,	December 31,
	2013	2012
	(Unaudited)
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable, current portion	$           120,000	$           120,000
Accounts payable and accrued liabilities	3,291,000	3,451,000
Income tax payable	-	99,000
Tax savings benefit	97,000	97,000
Total Current Liabilities	3,508,000	3,767,000
Noncurrent Liabilities
Notes payable, long-term portion	570,000	600,000
Asset Retirement obligation	950,000	949,000
Total Noncurrent Liabilities	1,520,000	1,549,000
Deferred Income Tax Payable	1,784,000	1,838,000
Total Liabilities	6,812,000	7,154,000
Shareholders' Equity
Common Stock, $.01 par value, 100,000,000 shares  authorized; 7,677,471 shares issued and 6,936,269 shares outstanding at March 31, 2013; 7,677,471 shares issued and 6,936,269 shares outstanding at December 31, 2012.	77,000	77,000
Additional paid-in capital	943,000	943,000
Treasury Stock, at cost	(1,536,000)	(1,536,000)
Retained earnings	18,516,000	18,015,000
Total Shareholder's Equity	18,000,000	17,499,000
Total Liabilities and Shareholders' Equity	$      24,812,000	$      24,653,000
	-	-
The accompanying notes are an integral part of these statements.

 

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
	Three Months Ended March 31,
	2013	2012
Revenues
Oil and gas revenues	$         2,145,000	$         1,758,000
Revenue from lease operations	91,000	81,000
Gas gathering, compression, equipment rental	28,000	32,000
Real estate rental income	59,000	68,000
Interest Income	18,000	18,000
Other	27,000	399,000
Total Revenues	2,368,000	2,356,000
Expenses
Lease operations	445,000	379,000
Production taxes, gathering and marketing	167,000	165,000
Pipeline and rental operations	8,000	6,000
Real estate operations	48,000	38,000
Depreciation and  amortization	387,000	291,000
ARO accretion expense	10,000	8,000
General and administrative	768,000	822,000
Interest expense	6,000	8,000
Total Expenses	1,839,000	1,717,000
Income Before Income Tax	529,000	639,000
Current income tax provision (benefit)	82,000	78,000
Deferred income tax provision (benefit)	(54,000)	(181,000)
Total income tax provision (benefit)	28,000	(103,000)
Net Income	$            501,000	$            742,000
Earnings per Share of Common Stock
Basic and Diluted	$                 0.07	$                 0.10
Weighted Average Shares Outstanding
Basic and Diluted	6,936,269	7,660,803
The accompanying notes are an integral part of these statements.

 

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
	Three Months Ended March 31,
	2013	2012
Cash Flows from Operating Activities
Net Income	$            501,000	$            742,000
Reconciliation of net income to net cash
provided by operating activities
Depreciation and amortization	387,000	291,000
Accretion of asset retirement obligation	10,000	8,000
Changes in accounts receivable	484,000	256,000
Changes in prepaid income tax	(19,000)	78,000
Changes in  accounts payable	(161,000)	(94,000)
Changes in current tax payable	(99,000)	-
Changes in asset retirement obligation	1,000	14,000
Changes in deferred tax payable	(54,000)	(181,000)
Other	-	(1,000)
Net cash provided by operating activities	1,050,000	1,113,000
Cash Flows from Investing Activities
Capitalized acquisition, exploration and      development costs	(240,000)	(10,000)
Purchase of other property and equipment	(1,000)	(1,000)
Net cash (used by) investing activities	(241,000)	(11,000)
Cash Flows from Financing Activities
Repayment of note payable to bank	(30,000)	(30,000)
Net cash (used for) financing activities	(30,000)	(30,000)
Increase in cash	779,000	1,072,000
Cash at beginning of period	7,151,000	6,695,000
Cash at end of period	$         7,930,000	$         7,767,000
Interest paid in cash	$                6,000	$                8,000
Income taxes paid in cash	$            200,000	$                       -
The accompanying notes are an integral part of these statements.

 

 

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, 2012 for further information.

 

The consolidated financial statements presented herein include the accounts of Spindletop Oil & Gas Co., a Texas corporation ("the Company") and its wholly owned subsidiaries, Prairie Pipeline Co., a Texas corporation and Spindletop Drilling Company, a Texas corporation. All significant inter-company transactions and accounts have been eliminated.

 

In the opinion of management, the accompanying unaudited interim financial statements contain all material adjustments, consisting only of normal recurring adjustments necessary to present fairly the financial condition, the results of operations and changes in cash flows of the Company and its consolidated subsidiaries for the interim periods presented. Although the Company believes that the disclosures are adequate to make the information presented not misleading, certain information and footnote disclosures, including a description of significant accounting policies normally included in financial statements prepared in accordance with generally accepted accounting principles generally accepted in the United States of America, have been condensed or omitted pursuant to such rules and regulations.

  

Subsequent Events

 

The Company has evaluated subsequent events through the issuance date of this report of May 15, 2013.

  

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, 2012 (the “Form 10-K”).

 

The current global economic and financial situation could lead to an extended national or global economic recession. A slowdown in economic activity caused by a recession would likely reduce national and worldwide demand for oil and natural gas and result in lower commodity prices for long periods of time. Prices for oil and natural gas are volatile. Costs of exploration, development and production have not yet adjusted to current economic conditions. Prolonged, substantial decreases in oil and natural gas prices would likely have a material adverse effect on the Company’s business, financial condition and results of operations, could further limit the Company's access to liquidity and credit and could hinder its ability to satisfy its capital requirements.

Capital and credit markets experienced unprecedented volatility and disruption over the last few years and continue to be unpredictable. Given the current levels of market volatility and disruption, the availability of funds from those markets has diminished substantially. Further, arising from concerns about the stability of financial markets generally and the solvency of borrowers specifically, the cost of accessing the credit markets has increased as many lenders have raised interest rates, enacted tighter lending standards or altogether ceased to provide funding to borrowers.

Due to these capital and credit market conditions, Spindletop cannot be certain that funding will be available to the Company in amounts or on terms acceptable to the Company. The Company is evaluating whether current cash balances and cash flow from operations alone would be sufficient to provide working capital to fully fund the Company's operations. Accordingly, the Company is evaluating alternatives, such as joint ventures with third parties, or sales of interest in one or more of its properties. Such transactions if undertaken could result in a reduction in the Company's operating interests or require the Company to relinquish the right to operate the property. There can be no assurance that any such transactions can be completed or that such transactions will satisfy the Company's operating capital requirements. If the Company is not successful in obtaining sufficient funding or completing an alternative transaction on a timely basis on terms acceptable to the Company, Spindletop would be required to curtail its expenditures or restructure its operations, and the Company would be unable to continue its exploration, drilling, and recompletion program, any of which would have a material adverse effect on Spindletop's business, financial condition and results of operations.

The Obama administration has 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

 

2013 Compared to 2012

 

Oil and gas revenues for the first quarter of 2013 were $2,145,000, as compared to $1,758,000 for the same period in 2012, an increase of approximately $387,000 or 22.0%.

 

Natural gas revenues for the first three months of 2013 were $639,000 compared to $704,000 for the same period in 2012, a decrease of $65,000 or 9.23%. Natural gas sales volumes for the first quarter of 2013 were approximately 196,000 mcf compared to approximately 157,000 mcf during the first quarter of 2012, an increase of approximately 39,000 mcf or 24.8%.

 

Average natural gas prices received were $3.63 per mcf in the first quarter of 2013 as compared to $4.23 per mcf in the first quarter of 2012, a decrease of approximately $0.60 per mcf or 14.18%.

 

Oil sales for the first three months of 2013 were approximately $1,506,000 compared to approximately $1,054,000 in the first quarter of 2012, an increase of approximately $452,000 or 42.9%. Of this net increase in oil sales, volumes for the first quarter of 2013 were approximately 15,600 bbls, compared to 10,400 bbls during the first quarter of 2012, an increase of approximately 5,200 bbls, or 50.0%.

 

Average oil prices received were $96.80 per bbl in the first quarter of 2013 compared to $100.99 per bbl in the first three months of 2012, a decrease of approximately $4.19 per bbl or 4.15%.

 

Revenue from lease operations was $91,000 in the first quarter of 2013 compared to $81,000 in the first quarter of 2012, an increase of $10,000 or 12.4%. This increase results from operator overhead income on operated wells acquired subsequent to the first quarter of 2012.

 

Revenue from gas gathering, compression and equipment rental for the first quarter of 2013 was $28,000 compared to $32,000 in the first quarter of 2012, a decrease of $4,000 or 12.5%.

 

Real estate income was approximately $59,000 during the first quarter of 2013 compared to $68,000 for the first three months of 2012, a decrease of approximately $9,000, or 13.4%.

 

Interest income was $18,000 during the first quarter of 2013 remained the same as compared to $18,000 during the same period in 2012.

 

Other income for the first three months of 2013 was $27,000 as compared to $399,000 for the same time period in 2012, a decrease of $93.2%. This change is due primarily to cash received of $375,000 for a Farmout Agreement in the first quarter of 2012.

 

Lease operations expense in the first quarter of 2013 was $445,000 as compared to $379,000 in the first quarter of 2012, a net increase of approximately $66,000, or 17.4%. Of this net increase, approximately $15,000 was from increased work over costs between the two periods. Additionally, approximately $44,000 of the increase is due to new wells acquired subsequent to the first quarter of 2012. The remaining net increase of approximately 7,000 is due to general price increases and changes in levels of activity for both operated and non-operated wells.

 

Production taxes, gathering and marketing expenses in the first quarter of 2013 were approximately $167,000 as compared to $165,000 for the first quarter of 2012, an increase of approximately $2,000 or 1.2%.

 

Pipeline and rental operations expenses for the first quarter of 2013 were $8,000 compared to $6,000 for the same time period in 2013, an increase of $2,000.

 

Real estate operations expense in the first quarter of 2013 was approximately $48,000 compared to $38,000 during the same period in 2012, an increase of approximately $10,000 or 26.3%.

 

Depreciation, depletion, and amortization expense for the first quarter of 2013 was $387,000 as compared to $291,000 for the first quarter of 2012, an increase of $96,000, or 33.0%. $370,000 of the amount for the first quarter of 2013 was for amortization of the full cost pool of capitalized acquisition, exploration, and development costs as compared with $263,000 for the first quarter of 2012, an increase of $107,000 or 40.1%. The Company re-evaluated its proved oil and gas reserve quantities as of December 31, 2012. This re-evaluated reserve base was reduced for oil and gas reserves that were produced or sold during the quarter. A depletion rate of 2.951% for the first quarter of 2013 was calculated and applied to the Company’s full cost pool of capitalized oil and gas properties as compared to 2.375% for the first quarter of 2012.

 

Asset Retirement Obligation (“ARO”) expense for the first three months of 2013 was approximately $10,000 as compared to approximately $8,000 for the same time period in 2012, an increase of $2,000.

 

General and administrative costs for the first quarter of 2013 were approximately $768,000 as compared to approximately $822,000 for the first quarter of 2012, a decrease of $54,000 or 6.6%. Approximately $39,000, or72% of the decrease was related to a reduction in personnel costs and benefits. Approximately $11,000, or 20% of the decrease was related to a reduction in SEC related costs as compared to the same period in 2012. The remaining net decrease in general and administrative costs of approximately $4,000 relate to general office activities.

 

Interest expense was approximately $6,000 for the first quarter of 2013 compared to approximately $8,000 for the same period in 2012, a decrease of approximately $2,000 or 25.0%. This is due to the continued reduction of the principal amount of the loan on the office building owned by the Company as interest on the note is calculated and paid based on the unpaid balance of the loan. According to the terms of the loan agreement with a bank, the interest rate was redetermined effective December 27, 2011. The interest rate was changed from 6.11% annually to 3.61% annually.

 

Financial Condition and Liquidity

 

The Company's operating capital needs, as well as its capital spending program are generally funded from cash flow generated by operations. Because future cash flow is subject to a number of variables, such as the level of production and the sales price of oil and natural gas, the Company can provide no assurance that its operations will provide cash sufficient to maintain current levels of capital spending. Accordingly, the Company may be required to seek additional financing from third parties in order to fund its exploration and development programs.

 

Item 4. - Controls and Procedures

 

(a) As of the end of the period covered by this report, Spindletop Oil & Gas Co. carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Principal Executive Officer and Principal Financial and Accounting Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures pursuant to Exchange Act Rule 13a-15 and 15d-15. Based upon the evaluation, the Company's Principal Executive Officer and Principal Financial and Accounting Officer concluded that the Company's disclosure controls and procedures were effective as of the end of the period covered by the report.

 

(b) There have been no changes in the Company's internal controls over financial reporting during the quarter ended March 31, 2013 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

 

Texas Panhandle:

 

Effective April 1, 2013, the Company acquired operations and a 33.1689% working interest with a 26.6201% net revenue interest in the Weise 28 #1 well located in Wheeler County, Texas. This well was producing approximately 119 mcfgp and 0.16 bopd from the Hunton Formation at a depth of 14,890 ft. - 14,912 ft. in the Wheeler-Pan (Hunton) Field.

 

 

East Texas:

 

Effective January 1, 2013, the Company acquired royalty interests in eight wells located in Titus County, Texas, ranging from 2.985805% to 10.9375%. These wells are producing from the Paluxy Formation in the Pewitt Ranch Field.

 

 

South Texas

 

Effective April 1, 2013, the Company purchased a 5.9375% non-operated working interest with a 4.275% net revenue interest in the Joki #1 well in Wharton County, Texas. This well is located in the Hillje Field and is completed from a perforated interval at 4,863’- 4,865’ in the Frio Formation. The well is currently shut-in.

 

Effective April 1, 2013, the Company acquired non-operated working interests in 7 gas wells located in Colorado County, Texas. The interests acquired ranged from 0.2575% to 7.5999% with net revenue interests from 0.1905% to 5.9007%. The wells are producing from the Wilcox, Wilcox-Jailhouse, Cruel, and McVay Formations at depths of between 10,653 ft. to 15,465 ft. Net production from the wells average approximately 16.9 mcfgd and less than 1 bopd.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

 

 

 

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 15, 2013	By:/s/ Chris G. Mazzini
	Chris G. Mazzini
	President, Principal Executive Officer
Date: May 15, 2013	By:/s/ Michelle H. Mazzini
	Michelle H. Mazzini
	Vice President, Secretary
Date: May 15, 2013	By:/s/ Robert E. Corbin
	Robert E. Corbin
	Controller, Principal Financial and
	Accounting Officer

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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):

 

(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.

 

 

Date: May 15, 2013
	By:/s/ Chris G. Mazzini
	Chris G. Mazzini
	President, Principal Executive Officer

 

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):

 

(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.

 

 

Date: May 15, 2013
	By:/s/ Robert E. Corbin
	Robert E. Corbin
	Controller, Principal Financial and
	Accounting Officer

 

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, 2013 as filed with the Securities Exchange Commission on the date hereof (the “Report”), the undersigned Principal Executive Officer and Principal Financial and Accounting Officer of the Company, do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

 

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

 

The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

 

Date: May 15, 2013
	By:/s/ Chris G. Mazzini
	Chris G. Mazzini
	President, Principal Executive Officer
	By:/s/ Robert E. Corbin
	Robert E. Corbin
	Controller, Principal Financial and
	Accounting Officer