UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-K/A
Amendment No. 2
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
or
[ ] TRANSITION REPORT PURSUANT OT SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Commission File No. 000-18774
SPINDLETOP OIL & GAS CO.
(Exact name of registrant as specified in its charter)
Texas 75-2063001
(State or other jurisdiction (IRS Employer
of incorporation or organization) Identification No.)
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)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of each exchange on which registered
None N/A
Securities registered pursuant to
Section 12(g) of the Act: Common Stock, $0.01 par value
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K ((2293405 of this chapter) is not contained herein, and will
not be contained, to the best of registrant(s knowledge, in definitive proxy
or information statements incorporated by reference in Part III of the Form
10-K or any amendment to this Form 10-K. [ X ]
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer or a non-accelerated filer or a smaller reporting company.
See definitions of (large accelerated filer(, (accelerated filer(, and (smaller
reporting company( in Rule 12b-2 of the Exchange Act (Check one):
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 ]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant(s most recently
completed second fiscal quarter.
$9,351,430 based upon a total of 1,700,260 shares held as of June 29, 2007 by
persons believed to be non-affiliates of the Registrant; the basis of the
calculation does not constitute a determination by the Registrant as defined
in Rule 405 of the Securities Act of 1933, as amended, that such calculation,
if made as of a date within 60 days of this filing, would yield a different
value.
APPLICABLE ONLY TO REGISTRANTS 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 REGISTRANTS)
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 April 14, 2008)
DOCUMENTS INCORPORATED BY REFERENCE
None
AMENDMENT NO. 2 TO
FORM 10-K ANNUAL REPORT FOR
SPINDLETOP OIL & GAS CO.
FOR THE FISCAL YEAR ENDED DECEMBER 31, 2007
EXPLANATORY NOTE:
The undersigned Registrant hereby further amends the following items,
exhibits, or other portions of its Annual Report on Form 10-K for the fiscal
year ended December 31, 2007 as set forth below and as reflected in the
substituted pages attached hereto which replace the same numbered pages in the
original filing.
1. Item 9A(T). Controls and Procedures has been amended to clarify that
the company did not include the disclosures about internal control over
financial reporting when the original report on Form 10-K for the fiscal year
ended December 31, 2007 (the (2007 Form 10-K() was originally filed which was
a typographical error but evidenced that the disclosure controls and
procedures were not operating effectively, notwithstanding the Company(s
assessment at the time leading the Company to believe that they were
effective.
2. A new signature page has been included.
3. New certifications as Exhibits 31.1, 31.2 and 32 have also been
included.
Item 9. Changes In And Disagreements With Accountants On Accounting
and Financial Disclosure
None
Item 9A(T). Controls and Procedures
Evaluation of Disclosure Controls and Procedures
A review and evaluation was performed by management under the supervision and
with the participation of the Principal Executive Officer and Chief Financial
Officer of the effectiveness of the Company's disclosure controls and
procedures, as required by Rule 13a-15(b) of the Securities Exchange Act of
1934 as of December 31, 2007. Based upon that most recent evaluation, which
was completed as of the end of the period covered by this Form 10-K and
considering that the Company failed to include disclosures about internal
controls over financial reporting when it filed its original Form 10-K for the
fiscal year ended December 31, 2007 (the (2007 Form 10-K(), the Principal
Executive Officer and Chief Financial Officer concluded that the Company's
disclosure controls and procedures were not effective at December 31, 2007 to
ensure that information required to be disclosed in reports that the Company
files submits under the Securities Exchange Act of 1934 is recorded,
processed, summarized and timely reported as provided in the Securities and
Exchange Commission ("SEC") rules and forms. There were no changes in the
Company's internal control over financial reporting during the three months
ended December 31, 2007.
- 37 -
Management Report on Internal Control Over Financial Reporting
Management of the Company is responsible for establishing and maintaining
adequate internal control over financial reporting as defined in Rules 13a-
15(b) and 15d-15(f) under the Securities Exchange Act of 1934, as amended, as
a process designed by, or under the supervision of the Company's principal
executive and principal financial officers and effected by the Company's
board, management and other personnel to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with accounting
principles generally accepted in the United States ("GAAP, US") and includes
those policies and procedures that:
- pertain to the maintenance of records that in reasonable detail
accurately and fairly reflect the transactions and dispositions of
the assets of a company;
- provide reasonable assurance that the transactions are recorded as
necessary to permit preparation of financial statements in
accordance with GAAP, US and that receipts and expenditures of a
company are being made only in accordance with authorization of
management and directors of a company; and
- provide reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use or disposition of a company's assets
that could have a material effect on the financial statements.
Because of the inherent limitations of internal control over financial
reporting, including the possibility of human error and the circumvention or
overriding of controls, material misstatements may not be prevented or
detected on a timely basis. Projections of any evaluation of effectiveness to
future periods are subject to the risks that controls may become inadequate
because of changes and conditions or that the degree of compliance with
policies or procedures may deteriorate. Accordingly, even internal controls
determined to be effective can provide only reasonable assurance that
information required to be disclosed in and reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and represented within
the time periods required.
Management of the Company has assessed the effectiveness of its internal
control over financial reporting at December 31, 2007. To make this
assessment, the Company used the criteria for effective internal control over
financial reporting described in Internal Control Integrated Framework, issued
by the Committee of Sponsoring Organizations of the Treadway Commission
((COSO(). Based on this assessment, management of the Company concluded that
as of December 31, 2007, the internal control system over financial reporting
met those criteria and was effective.
This annual report does not include an attestation report of the Company's
registered public accounting firm regarding internal control over financial
reporting. Management's report was not subject to attestation by the
Company's registered public accounting firm pursuant to temporary rules of the
SEC that permit the Company to provide only management's report in this annual
report.
Changes in Internal Control Over Financial Reporting.
There has been no change in the Registrant's internal control over financial
reporting during the fourth fiscal quarter ended December 31, 2007, that has
materially affected, or is reasonably likely to materially affect, the
Registrant's internal control over financial reporting.
- 38 -
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 2 to the Report
to be signed on its behalf by the undersigned, thereunto duly authorized.
SPINDLETOP OIL & GAS CO.
Dated: January 12, 2009.
By /s/ Chris Mazzini
________________________
Chris Mazzini
President, Director
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Report has been signed below by the following on behalf of the Registrant and
in the capacities and on the dates indicated.
Signatures Capacity Date
Principal Executive Officers:
/s/ Chris Mazzini
__________________________________ President, Director January 12, 2009
Chris Mazzini (Chief Executive
Officer)
/s/ Michelle Mazzini
__________________________________ Vice President, January 12, 2009
Michelle Mazzini Secretary, Treasurer,
Director
/s/ David E. Allard
__________________________________ Director January 12, 2009
David E. Allard
/s/ Robert E. Corbin
__________________________________ Controller (Principal January 12, 2009
Robert E. Corbin Financial and Accounting
Officer)
Exhibit 31.1
CERTIFICATION
I, Chris G. Mazzini, certify that:
1. I have reviewed this report on Form 10-K/A 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 13a-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, whet her or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls.
Dated: January 12, 2009.
/s/ Chris G. Mazzini
CHRIS G. MAZZINI
President, Chief Executive Officer
Exhibit 31.2
CERTIFICATION
I, Robert E. Corbin, certify that:
1. I have reviewed this report on Form 10-K/A 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 13a-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.
Dated: January 12, 2009.
/s/ Robert E. Corbin
ROBERT E. CORBIN
Controller, Principal Financial Officer
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-K/A for
the fiscal year ended December 31, 2007 fully complies with the requirements
of Section 13(a) of the Securities Exchange Act of 1934, and (ii) the
information contained in the Company's Report on Form 10-K/A for the fiscal
year ended December 31, 2007 fairly presents, in all material respects, the
financial condition and results of operations of the Company, at and for the
periods indicated.
Dated: January 12, 2009.
/s/ Chris G. Mazzini
CHRIS G. MAZZINI
President, Chief Executive Officer
/s/ Robert E. Corbin
ROBERT E. CORBIN
Controller, Principal Financial Officer