SEC File No. 0-18774
CUSIP No. 848550 20 8
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 12b-25
NOTIFICATION OF LATE FILING
[X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form 10-D
[ ] Form N-SAR [ ] Form N-CSR
For the Period Ended: December 31, 2006
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission
Has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
Identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Spindletop Oil & Gas Co.
(Full name of registrant)
N/A
(Former Name if Applicable)
12850 Spurling Dr., Suite 200
(Address of Principal Executive Office)
Dallas, Texas 75230
(City, State and Zip Code)
PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
(a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K, Form N-SAR, or Form N-CSR, or
portion thereof, will be filed on or before the fifteenth
[X] calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or subject
distribution report on Form 10-D or portion thereof will be filed
on or before the fifth calendar day following the prescribed due
date; and
(c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail why the Form 10-K, 20-F, 11-K, 10-Q, 10-D,
N-SAR, N-CSR or the transition report or portion thereof, could not be filed
within the prescribed time period.
Spindletop Oil & Gas Co. is unable to file its Annual Report on Form 10-K
for the year ended December 31, 2006, without unreasonable effort and
expense due to the late receipt of information required from consolidated
subsidiaries and the Company's Annual Report of Oil and Gas Reserves. The
Company has engaged a third party petroleum consultant to prepare its Annual
Report of Oil & Gas Reserves for the first time, and the report will not be
completed before the required filing date of the Form 10-K.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
Chris G. Mazzini 972 644-2581
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that
the registrant was required to file such report(s) been filed? If answer is
no, identify report(s), [X] YES [ ] NO
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof? [X] YES [ ] NO
If so, attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Net income for the year ended December 31, 2006 is anticipated to significantly
decrease as compared with the prior year. We anticipate that the net income
for 2006 could be reduced by 40-50% of the $1,414,000 reported for the previous
year ended December 31, 2005. This decrease in net income is due to a decrease
in revenues and an increase in expenses. The decrease in revenues is due to
both price and production issues. The decrease in revenue is due in large part
to a decrease in the average sales price for gas of between $5.00 and $6.00 per
mcf in the fourth quarter of 2006 compared to the same period for 2005. This
caused a significant unanticipated decrease in revenues. Oil prices remained
approximately the same for the fourth quarter of both years. In addition to
the significant price issues, the Company saw a decrease in production for 2006
as compared with 2005. The decrease in production was due to a variety of
factors such as wells being shut in by several pipeline purchasers because of
force majeure so that they could conduct maintenance an repair operations.
Also, inclement weather caused a temporary shutting in of some wells, and other
wells developed problems which caused them to also be temporarily shut in. It
is estimated that fourth quarter revenues may be down by approximately
$700,000. Estimated expenses for the fourth quarter are approximately the same
as the forth quarter of 2005. However, expenses for the year ended
December 31, 2006 increased by approximately $650,000 over that of 2005. The
increase in expenses is due to an increase in the cost of services and an
increase in cost to operate. Additionally, general and administrative expenses
increased for 2006 over 2005.
As described in Part III above, the Company has engaged a third party petroleum
engineering consultant to prepare its Annual Reserve Report. As of this date,
the report has not been completed. It is anticipated that the Annual Reserve
Report for 2006 could reflect a decrease in reserve value, based primarily on
the fact that the gas prices for 2006 are significantly lower than those used
in the calculations for 2005 reserves. This will cause the economic cutoff of
reserves to occur much earlier in the calculations and thus show a reduction of
proved reserves. The impact of this anticipated reduction on the Company's
depletion calculation is not determinable at this time, and an estimate of the
profit and loss effect compared to the year ended 2005 cannot be determined at
this time.
SPINDLETOP OIL & GAS CO.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
April 2, 2007 By: /s/ Chris G. Mazzini
Chris G. Mazzini
Principal Executive Officer
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute
Federal Criminal Violations (See 18 U.S.C. 1001)
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the General
Rules and Regulations under the Securities and Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with rule 0-3 of the General
Rules and Regulations under the Act. The information contained in or filed
with the form will be made a matter of public record in the Commission files.
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities of the
registrant is registered.
4. Amendments to the notifications must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall be
clearly identified as an amended notification.
5. Electronic filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers unable
to submit a report within the time period prescribed due to difficulties in
electronic filing should comply with either Rule 201 or Rule202 of Regulations
S-T (Section 232.201 or Section 232.202 of this chapter) or apply for an
adjustment in filing date pursuant to Rule 13(b) of Regulation S-T (Section
232.13(b) of this chapter).