SPND 10-Q Quarter ended Sept. 30, 2013

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 SEPTEMBER 30, 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)

(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).

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.

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

FORM 10-Q

For the quarter ended September 30, 2013

Index to Consolidated Financial Statements and Schedules

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

CONSOLIDATED BALANCE SHEETS - (Continued)

SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES

(Unaudited)

SPINDLETOP OIL & GAS CO AND SUBSIDIARIES

(Unaudited)

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 November 19, 2013.

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 crisis could lead to an extended national or global economic recession. A slowdown in economic activity caused by a recession would likely reduce national and worldwide demand for oil and natural gas and result in lower commodity prices for long periods of time. Prices for oil and natural gas 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

Nine months ended September 30, 2013 compared to the nine months ended September 30, 2012

Oil and gas revenues for the first nine months of 2013 were $8,009,000, as compared to $6,051,000 for the same period in 2012, an increase of approximately $1,958,000 or 32.4%.

Natural gas revenues for the first nine months of 2013 were approximately $2,145,000 compared to approximately $2,051,000 for the same period in 2012, an increase of $94,000, or 4.6%. Natural gas sales volumes for the first nine months of 2013 were approximately 542,000 mcf compared to approximately 568,000 mcf during the first nine months of 2012, a decrease of approximately 26,000 mcf or 4.6%.

Average natural gas prices received were $3.96 per mcf in the first nine months of 2013 as compared to $3.55 per mcf in the same time period in 2012, an increase of approximately $0.41 per mcf or 11.5%. between the periods.

Oil sales for the first nine months of 2013 were approximately $5,864,000 compared to approximately $4,000,000 for the first nine months of 2012, an increase of approximately $1,864,000 or 46.6%. Oil sales volumes for the first nine months of 2013 were approximately 54,000 bbls compared to 41,000 bbls during the same period in 2012, an increase of approximately 13,000 bbls, or 31.7%.

Average oil prices received were $108.59 per bbl in the first nine months of 2013 compared to $99.39 per bbl in the first nine months of 2012, an increase of approximately $9.20 per bbl or 9.3%.

Revenue from lease operations was $284,000 in the first nine months of 2013 compared to $268,000 in the first nine months of 2012, an increase of $16,000 or 6.0%.

Revenue from gas gathering, compression and equipment rental for the first nine months of 2013 was $105,000 compared to $106,000 for the same period in 2012, a decrease of $1,000 or 0.9%.

Real estate income was approximately $186,000 during the first nine months of 2013 compared to $186,000 for the first nine months of 2012.

Interest income was $54,000 during the first nine months of 2013 as compared to $59,000 during the same period in 2012, a decrease of approximately $5,000 or 8.5%.

Other income for the first nine months of 2013 was $140,000 as compared to $1,187,000 for the same time period in 2012, a decrease of $1,047,000 or 88.2%. This change is due primarily to the decrease in cash received for farm-out agreements in the first nine months of 2013 over that received in the first nine months of 2012. From time to time, the Company farms out some of its leasehold acreage to non-affiliated third parties for exploration and development drilling. Generally, the Company receives a one-time payment for the agreement. The revenues from these farm-out agreements vary in size and frequency and should not be considered as regularly recurring revenues that the Company receives.

Lease operations expense in the first nine months of 2013 was $1,723,000 as compared to $1,685,000 in the first nine months of 2012, a net increase of approximately $38,000, or 2.3%. This overall net increase is due to a combination of daily lifting costs, workover expenses and the number of active wells added since the last period for both operated and non-operated properties.

Production taxes, gathering and marketing expenses in the first nine months of 2013 were approximately $669,000 as compared to $558,000 for the first nine months of 2012, an increase of approximately $111,000, or 19.9%.

Pipeline and rental operations expenses for the first nine months of 2013 were $38,000 compared to $21,000 for the same time period in 2012, an increase of $17,000 or 81.0%. This is due to an increase in repairs and chemicals needed to maintain the equipment.

Real estate operations expense in the first nine months of 2013 was approximately $138,000 compared to $111,000 during the same period in 2012, an increase of approximately $27,000 or 24.3%.

Depreciation, depletion, and amortization for first nine months of 2013 was $1,264,000 as compared to $959,000 for the same period in 2012, an increase of $305,000, or 31.8%. Of this amount for the first nine months of 2013, $1,211,000 was for amortization of the full cost pool of capitalized costs compared to $910,000 for the same period of 2012, an increase of $301,000 or 33.1%. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31, 2012. This re-evaluated reserve base was adjusted for the first nine months as of September 30, 2013 by estimating variances in average prices of oil and natural gas that occurred during the period, adding estimated quantities of oil and natural gas reserves acquired during the period, and deducting oil and natural gas reserves that were produced or sold during the period. A depletion rate of 2.951% for the first quarter of 2013, a depletion rate of 3.510% for the second quarter of 2013, and a depletion rate of 2.627% for the third quarter of 2013 (9.088% total for the nine month period) were calculated and applied to the Company’s full cost pool of capitalized oil and natural gas properties compared to a total depletion rate of 7.136% for the first nine months of 2012.

Asset Retirement Obligation (“ARO”) expense for the first nine months of 2013 was approximately $30,000 as compared to approximately $25,000 for the same time period in 2012, an increase of approximately $5,000 or 20.0%.

General and administrative costs for the first nine months of 2013 were approximately $2,320,000 as compared to approximately $2,319,000 for the same time period of 2012, an increase of $1,000.

Interest expense was approximately $17,000 for the first nine months of 2013 compared to approximately $22,000 for the same period in 2012, a decrease of approximately $5,000 or 22.7%. 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. In addition, according to the terms of the loan, the interest rate was re-determined effective December 27, 2011. The interest rate was changed from 6.11% annually to 3.61% annually. On September 5, 2013, the Company made a prepayment on the loan of $609,000, reducing the remaining principal balance of the loan to $31,000. As of September 30, 2013, the remaining principal balance on the loan was $21,000.

Three months ended September 30, 2013 compared to three months ended September 30, 2012

Oil and natural gas revenues for the three months ended September 30, 2013 were $2,336,000, compared to $2,078,000 for the same time period in 2012, an increase of $258,000, or 12.4%.

Natural gas revenues for the third quarter of 2013 were $643,000 compared to $733,000 for the same period in 2012, a decrease of $90,000 or 12.3%. Natural gas volumes sold during the third quarter of 2013 were approximately 170,000 mcf compared to approximately 195,000 mcf during the same period of 2012, a decrease of approximately 25,000 mcf, or 12.8%.

Average natural gas prices received were approximately $3.78 per mcf in the third quarter of 2013 as compared to approximately $3.44 per mcf during the same period in 2012, an increase of approximately $0.34 or 10.0%.

Oil sales for the third quarter of 2013 were approximately $1,693,000 compared to approximately $1,345,000 for the same period of 2012, an increase of approximately $348,000 or 25.9%. Oil volumes recorded for the third quarter of 2013 were approximately 17,000 bbls compared to approximately 16,000 bbls during the same period of 2012, an increase of approximately 1,000 bbl or 6.3%.

Average oil prices received were approximately $99.59 per bbl in the third quarter of 2013 compared to $96.13 per bbl during the same period of 2012, an increase of approximately $3.46 per bbl, or 3.6%.

Revenue from lease operations for the third quarter of 2013 was approximately $97,000 compared to approximately $82,000 for the third quarter of 2012, an increase of $15,000 or 18.3%.

Revenue from gas gathering, compression and equipment rental for the third quarter of 2013 was approximately $42,000, compared to approximately $33,000, an increase of approximately $9,000 or 27.3% for the same period in 2012.

Real estate income was approximately $63,000 during the third quarter of 2013 compared to $56,000 for the same time period of 2012, an increase of approximately $7,000, or 12.5%.

Interest income for the third quarter of 2013 was approximately $12,000 as compared with approximately $21,000 for the same period in 2012, a decrease of approximately $9,000 or 42.9%.

Other income for third quarter of 2013 was approximately $97,000 as compared with approximately $291,000 for the same period in 2012, a decrease of approximately $194,000 or 66.7%. This change is due to the decrease in cash received for farm-out agreements in the third quarter of 2013 compared to those received in the same period in 2012. From time to time, the Company farms out some of its leasehold acreage to non-affiliated third parties for exploration and development drilling. Generally, the Company receives a one-time payment for the agreement. The revenues from these farm-out agreements vary in size and frequency and should not be considered as regularly recurring revenues that the Company receives.

Lease operating expenses in the third quarter of 2013 were $669,000 as compared to $659,000 for the same period in 2012, a net increase of approximately $10,000, or 1.5%.

Production taxes, gathering, transportation and marketing expenses for the third quarter of 2013 were approximately $165,000 as compared to $193,000 during the third quarter of 2012, a net decrease of approximately $28,000 or 14.5%.

Pipeline and rental operations for the third quarter of 2013 were $17,000 compared to $9,000 for the same time period in 2012, an increase of $8,000. This is due to an increase in repairs and chemicals needed to maintain the equipment.

Real estate expenses during the third quarter 2013 were approximately $51,000 compared to approximately $39,000 for the same period in 2012, an increase of approximately $12,000 or 30.8%.

Depreciation, depletion, and amortization for the third quarter of 2013 was $420,000 as compared to $288,000 for the same period in 2012, an increase of $132,000, or 45.8%. $402,000 of the amount for the third quarter of 2013 was for amortization of the full cost pool of capitalized costs compared to $296,000 for the third quarter of 2012, an increase of $106,000 or 35.8%. The Company re-evaluated its proved oil and natural gas reserve quantities as of December 31, 2012. This re-evaluated reserve base was adjusted for the first nine months as of September 30, 2013 by estimating variances in average prices of oil and natural gas that occurred during the period, adding estimated quantities of oil and natural gas reserves acquired during the period, and deducting oil and natural gas reserves that were produced or sold during the period. A depletion rate of 2.951% for the first quarter of 2013, a depletion rate of 3.510% for the second quarter of 2013, and a depletion rate of 2.627% for the third quarter of 2013 (9.088% total for the nine month period) were calculated and applied to the Company’s full cost pool of capitalized oil and natural gas properties compared to a total depletion rate of 7.136% for the first nine months of 2012.

Asset Retirement Obligation (“ARO”) expense for the third quarter of 2013 was approximately $10,000 as compared to approximately $8,000 for the same time period in 2012, an increase of approximately $2,000 or 25.0%.

General and administrative costs for the third quarter of 2013 were $784,000 compared to $725,000 for the same period in 2012, an increase of approximately $59,000 or 8.1%.

Interest expense was approximately $4,000 for the third quarter of 2013 compared to approximately $7,000 for the same period in 2012. On September 5, 2013, the Company made a prepayment on the loan of $609,000, reducing the remaining principal balance of the loan to $31,000. As of September 30, 2013, the remaining principal balance on the loan was $21,000.

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.

(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 September 30, 2013 that have materially affected, or are reasonably likely to materially affect the Company's internal controls over financial reporting.

Alabama

During the third quarter of 2013, the Company participated for an 8.163272% non-operated working interest with a 6.12294% net revenue interest in the drilling of the Cedar Creek Land and Timber 27-10, 4-13 #1 well located in the Brooklyn Field of Conecuh County, Alabama. The well was drilled to a depth of 11,742 ft., cored and logged. The well encountered approximately 1 ft. of productive Smackover rock. The decision was made to plug back to the wellbore to a depth of 6,200 ft. and to drill a deviated sidetrack wellbore which would land in the Smackover approximately 1,287 ft. south of the original wellbore. The sidetrack which was renamed the Cedar Creek Land and Timber 27-15 #1 well and was drilled to a depth of 11,932 ft in early October and was cased. A completion attempt in the Smackover is expected in the fourth quarter of 2013.

West Texas

During the third quarter of 2013, the Company elected to participate for a 4.6875% non-operated working interest and a 3.28125% net revenue interest in the drilling and completion of the Miles #31 well in the Fuhrman-Mascho field in Andrews County, Texas. The well reached a total depth of 4,922 ft. The well was completed in the Garyburg and San Andres Formation from 4,577 ft. to 4,790 ft. The well had an initial potential of 37 bopd, 7 mcfgpd, and 198 bswpd

For all of the above wells, the Company cautions that the initial production rates of a newly completed well or newly recompleted well or the production rates at the effective date of acquisition may not be an indicator of stabilized production rates or an indicator of the ultimate recoveries obtained.

The following exhibits are filed herewith or incorporated by reference as indicated.

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.

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:

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):

Dated: November 19, 2013

/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:

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):

Dated: November 19, 2013

/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 September 30, 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.

Dated: November 19, 2013

/s/ Chris G. Mazzini

CHRIS G. MAZZINI

President, Principal Executive Officer

/s/ Robert E. Corbin

ROBERT E. CORBIN

Controller, Principal Financial and

Accounting Officer