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 JUNE 30, 2008
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 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 7,610,803
(Class) (Outstanding at August 14, 2008)
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SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
FORM 10-Q
For the quarter ended June 30, 2008
Index to Consolidated Financial Statements and Schedules
Page
Part I - Financial Information:
Item 1. - Financial Statements
Consolidated Balance Sheets
June 30, 2008 (Unaudited) and December 31, 2007 4-5
Consolidated Statements of Income (Unaudited)
Six Months Ended June 30, 2008 and 2007 and
Three Months Ended June 30, 2008 and 2007 6
Consolidated Statements of Cash Flows (Unaudited)
Six Months Ended June 30, 2008 and 2007 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 12
Part II - Other Information:
Item 1A - Risk Factors 8
Item 5. - Other Information 12
Item 6. - Exhibits 14
- 3 -
Part I - Financial Information
Item 1. - Financial Statements
SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
As of
-------------------------
June 30 December 31
2008 2007
(Unaudited)
----------- -----------
ASSETS
Current Assets
Cash $10,263,000 $ 6,325,000
Accounts receivable, trade 1,434,000 1,413,000
----------- -----------
Total Current Assets 11,697,000 7,738,000
----------- -----------
Property and Equipment, at cost
Oil and gas properties (full cost method) 11,215,000 11,041,000
Rental equipment 399,000 399,000
Gas gathering systems 145,000 145,000
Other property and equipment 192,000 183,000
----------- -----------
11,951,000 11,768,000
Accumulated depreciation and amortization (6,227,000) (5,902,000)
----------- -----------
Total Property and Equipment, net 5,724,000 5,866,000
----------- -----------
Real Estate Property, at cost
Land 688,000 688,000
Commercial office building 1,549,000 1,542,000
Accumulated depreciation (251,000) (204,000)
----------- -----------
Total Real Estate Property, net 1,986,000 2,026,000
----------- -----------
Other Assets 1,000 1,000
----------- -----------
Total Assets $19,408,000 $15,631,000
=========== ===========
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
-------------------------
June 30 December 31
2008 2007
(Unaudited)
----------- -----------
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Notes payable, current portion $ 120,000 $ 120,000
Accounts payable and accrued liabilities 3,114,000 2,272,000
Income tax payable 371,000 8,000
Tax savings benefit payable 97,000 97,000
----------- -----------
Total current liabilities 3,702,000 2,497,000
----------- -----------
Noncurrent Liabilities
Notes payable, long-term portion 1,140,000 1,200,000
Asset retirement obligation 648,000 564,000
----------- -----------
1,788,000 1,764,000
----------- -----------
Deferred income tax payable 2,209,000 1,855,000
----------- -----------
Shareholders' Equity
Common stock, $.01 par value; 100,000,000
shares authorized; 7,677,471 shares issued
and 7,610,803 shares outstanding at
June 30, 2008; 7,677,471 shares issued
and 7,610,803 shares outstanding at
December 31, 2007. 77,000 77,000
Additional paid-in capital 874,000 874,000
Treasury Stock (32,000) (32,000)
Retained earnings 10,790,000 8,596,000
----------- -----------
Total Shareholders' Equity 11,709,000 9,515,000
----------- -----------
Total Liabilities and Shareholders' Equity $19,408,000 $15,631,000
=========== ===========
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)
Six Months Ended Three Months Ended
--------------------- -------------------------
June 30 June 30 June 30 June 30
2008 2007 2008 2007
----------- ----------- ----------- -----------
Revenues
Oil and gas revenue $ 6,389,000 $ 2,976,000 $ 3,272,000 $ 1,851,000
Revenue from lease
operations 106,000 98,000 59,000 62,000
Gas gathering, compression
and Equipment rental 74,000 72 000 34,000 47,000
Real estate rental income 257,000 250,000 126,000 125,000
Interest income 97,000 156,000 23,000 71,000
Other 40,000 25,000 39,000 4,000
----------- ----------- ----------- -----------
Total revenue 6,963,000 3,577,000 3,553,000 2,160,000
----------- ----------- ----------- -----------
Expenses
Lease operations 1,646,000 836,000 997,000 541,000
Pipeline and rental operations 8,000 14,000 2,000 2,000
Real estate operations 143,000 102,000 77,000 36,000
Depreciation, depletion and
amortization 372,000 290,000 187,000 154,000
Asset retirement obligation
accretion 12,000 17,000 6,000 8,000
General and administrative 1,333,000 981,000 763,000 533,000
Interest expense 40,000 55,000 20,000 22,000
----------- ----------- ----------- -----------
Total Expenses 3,554,000 2,295,000 2,052,000 1,296,000
----------- ----------- ----------- -----------
Income Before Income Tax 3,409,000 1,282,000 1,501,000 864,000
----------- ----------- ----------- -----------
Current tax provision 861,000 288,000 540,000 177,000
Deferred tax provision 354,000 264,000 (56,000) 173,000
----------- ----------- ----------- -----------
1,215,000 552,000 484,000 350,000
----------- ----------- ----------- -----------
Net Income $ 2,194,000 $ 730,000 $ 1,017,000 $ 514,000
=========== =========== =========== ===========
Earnings per Share of
Common Stock
Basic and diluted $ 0.29 $ 0.10 $ 0.13 $ 0.07
=========== =========== =========== ===========
Weighted Average Shares
Outstanding
Basic and diluted 7,610,803 7,599,339 7,610,803 7,599,339
=========== =========== =========== ===========
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)
Six Months Ended
-------------------------
June 30 June 30
2008 2007
----------- -----------
Cash Flows from Operating Activities
Net Income $ 2,194,000 $ 730,000
Reconciliation of net income
to net cash provided by
Operating Activities
Depreciation, depletion and amortization 372,000 290,000
Employee compensation paid with
treasury stock - 11,000
Changes in prepaid expense - 60,000
Changes in accounts receivable (21,000) (6,000)
Changes in prepaid income taxes - 288,000
Changes in accounts payable 842,000 (495,000)
Changes in current taxes payable 363,000 -
Changes in deferred tax payable 354,000 264,000
Changes in asset retirement obligation 84,000 6,000
Other - (1,000)
----------- -----------
Net cash provided by operating activities 4,188,000 1,147,000
----------- -----------
Cash flows from Investing Activities
Capitalized acquisition, exploration
and development costs (174,000) (758,000)
Purchase of property and equipment (9,000) -
Capitalized tenant improvements (7,000) (33,000)
----------- -----------
Net cash used for investing activities (190,000) (791,000)
----------- -----------
Cash Flows from Financing Activities
Decrease in notes payable (60,000) (60,000)
----------- -----------
Net cash used for Financing activities (60,000) (60,000)
----------- -----------
Increase in cash 3,938,000 296,000
Cash at beginning of period 6,325,000 5,759,000
----------- -----------
Cash at end of period $10,263,000 $ 6,055,000
=========== ===========
Interest paid in Cash $ 40,211 $ 43,697
=========== ===========
Income taxes paid $ 500,000 $ -
=========== ===========
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, 2007 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,
which may be affected by known and unknown risks, trends, uncertainties, and
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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, 2007 (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.
Results of Operations
Six months ended June 30, 2008 compared to six months ended June 30, 2007
Oil and gas revenues for the first half of 2008 were $6,389,000, an increase
of $3,413,000 over revenues from the same period in 2007.
Natural gas revenues for the first six months of 2008 were $5,197,000 compared
to $2,284,000 for the same period in 2007, an increase of $2,913,000, or 128%.
Natural gas volumes for the first half of 2008 were approximately 679,000 mcf
compared to approximately 349,000 mcf during the first half of 2007, an
increase of approximately 330,000 mcf, or 95 %. This increase was due to the
addition of five new Barnett Shale wells that started producing gas during the
third quarter of 2007 through the first half of 2008.
Average natural gas prices received were $8.84 per mcf in the first half of
2008 as compared to $6.55 per mcf in the first half of 2007, an increase of
approximately 35%.
- 9 -
Oil sales for the first six months of 2008 were approximately $1,192,000
compared to approximately $692,000 in the first six months of 2007, an increase
of approximately $500,000 or 72%. Oil volumes for the first six months of 2008
were approximately 13,000 bbls compared to approximately 12,000 bbls during the
first six months of 2007, an increase of approximately 1,000 bbls, or 8%.
Average oil prices received were $96.55 per bbl in the first half of 2008
compared to $56.68 per bbl in the first half of 2007, an increase of
approximately 70%.
Interest income for the first half of 2008 was $97,000 as compared with
$156,000 for the same period in 2007, a decrease of $59,000. The amount of
cash invested in certificates of deposit compared to the previous year was not
as large, and interest rates for certificates of deposit reinvested during 2008
were generally lower than those in 2007.
Lease operations in the first half of 2008 were $1,646,000 as compared to
$836,000 for the same period in 2007, an increase of approximately $810,000, or
97%. Approximately $345,000 of this increase is attributable to several new
Barnett Shale horizontal gas wells located in Parker County, Texas which were
placed into production subsequent to the first half of 2007. Another $110,000
of the increase was due to remedial activity on our Titus County, Texas wells
in 2008 to return several shut-in wells to production. The remaining net
increase in operating expenses is due to the overall increase for oil field
services, equipment, and labor as well as additional remedial repair projects
that are in addition to normal operating expenses.
Depreciation, depletion, and amortization for the first half of 2008 was
$372,000 as compared to $290,000 for the same period in 2007, an increase of
$82,000, or 28%. The company re-evaluated its proved oil and gas reserve
quantities as of December 31, 2007, and increased its depletion rate for 2008
to 5.883% of the total capitalized cost of oil and gas properties (the "full
cost pot"), as compared to a rate of 5.041% used at December 31, 2006 and the
first three quarters in 2007. In addition, the undepleted amount of the full
cost pot increased from approximately $8,275,000 at the end of the second
quarter of 2007, to approximately $10,566,000 at the end of the second quarter
of 2008. The increased basis of the full cost pot and the increased depletion
rate resulted in the increased depreciation, depletion, and amortization
amount.
General and administrative costs for the first half of 2008 were $1,333,000
compared to $981,000 for the same period in 2007, an increase of $352,000 or
36%. This increase is due mainly to payroll costs and associated employee
benefit costs. Personnel costs and benefits accounted for $993,000 of the
total general and administrative cost in 2008 compared to $656,000 in 2007, an
increase of $337,000 or 51%. This was due to the addition of several full-time
employees during 2008 and the last half of 2007.
Interest expense was approximately $40,000 for the first half of 2008 compared
to approximately $55,000 for the same period in 2007, a decrease of
approximately $15,000. This is due to the continued reduction of the principal
amount of the loan on the building as interest on the note is calculated and
paid based on the unpaid balance of the loan.
- 10 -
Three months ended June 30, 2008 compared to three months ended June 30, 2007
Oil and gas revenues for the three months ended June 30, 2008 were $3,272,000,
an increase of $1,421,000 over revenues of $1,851,000 from the same period in
2007.
Natural gas revenues for the second quarter of 2008 were $2,549,000 compared to
$1,460,000 for the same period in 2007, an increase of $1,089,000, or 75%.
Natural gas volumes for the second quarter of 2008 were approximately 312,000
mcf compared to approximately 202,000 mcf during the same period of 2007, an
increase of approximately 110,000 mcf, or 54%. This increase was due primarily
to the addition of five new Barnett Shale wells that started producing during
the third quarter of 2007 through the first half of 2008.
Average natural gas prices received were $10.20 per mcf in the second quarter
of 2008 as compared to $6.75 per mcf in same period of 2007, an increase of
approximately 51%.
Oil sales for the second quarter of 2008 were approximately $723,000 compared
to approximately $391,000 for the same period of 2007, an increase of
approximately $332,000 or 85%. Oil volumes for the second quarter of 2008 were
approximately 6,500 bbls compared to a similar production of approximately
6,500 bbls during the same period of 2007.
Average oil prices received were $110.26 per bbl in the second quarter of 2008
compared to $59.48 per bbl in the same period of 2007, an increase of
approximately 85%.
Interest income for the second quarter of 2008 was $23,000 as compared with
$71,000 for the same period in 2007, a decrease of $48,000. The amount of cash
invested in certificates of deposit compared to the previous year was not as
large, and interest rates for certificates of deposit reinvested during 2008
were generally lower than those in 2007.
Lease operations in the second quarter of 2008 were $997,000 as compared to
$541,000 for the same period in 2007, an increase of approximately $456,000, or
84%. Approximately $181,000 of this increase is attributable to several new
Barnett Shale horizontal gas wells located in Parker County, Texas which were
placed into production subsequent to the first half of 2007. Another $87,000
of the increase was due to remedial activity on our Titus County, Texas wells
in 2008 to return several shut-in wells to production. The remaining net
increase in operating expenses is due to the overall increase for oil field
services, equipment, and labor as well as additional remedial repair projects
that are in addition to normal operating expenses.
Depreciation, depletion, and amortization for the second quarter of 2008 was
$187,000 as compared to $154,000 for the same period in 2007, an increase of
$33,000, or 21%. The company re-evaluated its proved oil and gas reserve
quantities as of December 31, 2007, and increased its depletion rate for 2008
to 5.883% of the total capitalized cost of oil and gas properties (the "full
cost pot"), as compared to a rate of 5.041% used at December 31, 2006 and the
first three quarters in 2007. In addition, the undepleted amount of the full
cost pot increased from approximately $8,275,000 at the end of the second
quarter of 2007, to approximately $10,566,000 at the end of the second quarter
of 2008. The increased basis of the full cost pot and the increased depletion
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rate resulted in the increased depreciation, depletion, and amortization
amount.
General and administrative costs for the second quarter of 2008 were $763,000
compared to $533,000 for the same period in 2007, an increase of $230,000 or
43%. This increase is due mainly to payroll costs and associated employee
benefit costs. Personnel costs and benefits accounted for $550,000 of the
total general and administrative costs during the second quarter of 2008
compared to $330,000 in 2007, an increase of $220,000 or 67%. This was due to
the addition of several full-time employees during 2008 and the last half of
2007.
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 June 30, 2008 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
Joint Drilling Development of North Texas Barnett Shale Leasehold
During the fourth quarter of 2007, the Company drilled two wells under its
joint Barnett Shale horizontal drilling development program with an unrelated
third party. The Buxton G.U. #1H well is located on our Weatherford W. Block
and the Fuller G.U. #1H well is located on our Weatherford SW Block. The Buxton
G.U. #1H well was drilled to a measured depth of 8,850 ft and began production
of natural gas on June 3, 2008. The well is currently producing gas at an
- 12 -
average rate of 350 mcfgpd. The Company owns a 50% working interest in this
well
The Fuller G.U. #1H well was drilled to a measured depth of 9,076 ft. and was
completed in the Barnett Shale. The well was fractured and it is believed that
the fracture stimulation communicated with the underlying Ellenburger Formation
based on the large volume of high chloride water flowed back and tested. The
well is currently shut-in awaiting further work. The Company owns a 50% working
interest in this well.
During the first quarter of 2008, the McKeon G.U. #1H well, located on our
Peaster, SW Block in the northwest quarter of Parker County, Texas was drilled
to a measured depth of 9,329 feet and cased. Production of natural gas began
on June 13, 2008. The well has produced approximately 43,711 mcfg through
July 30 and is currently producing gas at an average rate of approximately 400
mcfgpd. The Company owns a 50% working interest in this well
West Texas
In the second quarter of 2008, the Company initiated a recompletion on one of
its existing wells in Ward County, Texas on its Pyote Block. The Company is
attempting to deepen its University "K" well to a depth of approximately
14,500'. The Company worked on this well for a period of four months during the
second and third quarters of 2008. The primary objective could not be reached
due to the Company's inability to remove or drill through unexpected oilfield
tools that were encountered deep in the wellbore. The Company recompleted the
well in some shallower secondary objectives. The well was recently placed back
into production and is currently being test pumped. The Company owns a 100%
working interest in this well.
- 13 -
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: August 14, 2008 By: /s/ Chris G. Mazzini
Chris G. Mazzini
President, Chief Executive Officer
Date: August 14, 2008 By: /s/ Michelle H. Mazzini
Michelle H. Mazzini
Vice President, Secretary
Date: August 14, 2008 By: /s/ Robert E. Corbin
Robert E. Corbin
Controller, Principal Financial
Officer
- 15 -
Exhibit 31.1
CERTIFICATION
I, Chris G. Mazzini, certify that:
1. I have reviewed this report on Form 10-Q of Spindletop Oil & Gas Co.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects
the financial condition, results of operations and cash flows of the registrant
as of, and for, the periods presented in this report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13-15(e) and 15d-15e) and 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: August 14, 2008
/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 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: August 14, 2008.
/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 certify that (i) the Company's Report on Form 10-Q for the
quarter ended June 30, 2008 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
June 30, 2008 fairly presents, in all material respects, the financial
condition and results of operations of the Company, at and for the periods
indicated.
Dated: August 14, 2008
/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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