UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D.C. 20549
                                 FORM 10-K

(Mark One)
   [X]        ANNUAL REPORT PURSUANT TO SECITON 13 OR 5(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                For the fiscal year ended December 31, 2005

                                     OR

   [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

                     Commission File Number 000-18774

                         SPINDLEOTP 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 Number

       12850 Spurling Rd., Suite 200, Dallas, TX               75230
        (Address of principal executive office)              (Zip Code)

                               (972) 644-2581
           (Registrant's Telephone Number, including area code)

         Securities registered pursuant to Section 12(b) of the Act

                                   NONE

         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
registrant 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 (Sec. 229.405 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 this
Form 10-K or any amendment to this Form 10-K.  [ X ]


Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act).  Yes [   ]  No [ X ]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer.  See definitions of
"accelerated filer and large accelerated filer" in Rule 126-2 of the Exchange
Act (check one).
Large accelerated filer [  ]  Accelerated filer [  ]  Non-accelerated filer [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]

 The aggregate market value of the shares of voting and non-voting common
equity held by non-affiliates of the Registrant, computed by reference to the
closing price at which the common equity was last sold which was the sales
price of the Common Stock on the (OTC) Stock Exchange as of June 30, 2005 (the
last business day of the Registrant's most recently completed second fiscal
quarter) was $4,772,495 based upon a total of 1,468,460 shares held as of June
30, 2005 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, such
calculation, if made as of a date within sixty days of this filing, would yield
a different value.

As of March 31, 2006, there were 7,585,803 shares of common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

NONE




























                                  PART I

ITEM 1. DESCRIPTION OF BUSINESS

GENERAL

Spindletop Oil & Gas Co. is an independent oil and gas company engaged in the
exploration, development and production of oil and natural gas; the rental of
oilfield equipment; and through one of its subsidiaries, the gathering and
marketing of natural gas. The terms the "Company", "We", "Us" or Spindletop are
used interchangeably herein to refer to Spindletop Oil & Gas Co. and its wholly
owned subsidiaries, Prairie Pipeline Co. ("PPC") and Spindletop Drilling
Company ("SDC").

The Company has focused its oil and gas operations principally in Texas,
although we operate properties in six states including:  Texas, Oklahoma,
New Mexico, Louisiana, Alabama and Arkansas.  We operate a majority of our
projects through the drilling and production phases.  Our staff has a great
deal of experience in the operations arena.  We have traditionally leveraged
the risks associated with drilling by obtaining industry partners to share in
the costs of drilling.  However, we typically retain a controlling interest in
the prospects we drill.

In addition, the Company, through PPC, owns approximately 26.1 miles of
pipelines located in Texas, which are used for the gathering of natural gas.
These gathering lines are located in the Fort Worth Basin and are being
utilized to transport the Company's natural gas as well as natural gas produced
by third parties.

Website Access to Our Reports

We make available free of charge through our website, www.spindletopoil.com ,
our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports
on form 8-K, and all amendments to those reports as soon as reasonably
practicable after such material is electronically filed with the Securities and
Exchange Commission. Information on our website is not a part of this report.

Operating Approach

We believe that a major attribute of the Company is its long history with, and
extensive knowledge of, the Fort Worth Basin of Texas.  Our technical staff has
an average of over 26 years oil and gas experience in the Fort Worth Basin.

One of our strengths has been the ability of the Company to look at cost
effective ways to grow our production.  We have traditionally increased our
reserve base in one of two ways.  Initially, in the 1970's and 1980's, the
Company obtained its production through an exploration and development drilling
program focused principally in Texas.  Today, the Company has retained many of
these wells as producing properties and holds a large amount of acreage by
production.





                                   - 3 -

From the 1990's through 2003, the Company took advantage of the lower product
prices by cost effectively adding to its reserve base through value-priced
acquisitions.  We found that through selective purchases we could make
producing property acquisitions that were more cost effective than drilling.


During this time period, the Company acquired a large number of operated and
non-operated oil and gas properties in various states.

From 2003 to the present, we have returned our focus to a strategy of
development drilling.  With higher product prices, we believe that it has been
more cost effective to drill on the Company's leasehold acreage rather than to
purchase production with escalated acquisition costs.

Our strategic focus in our drilling program is currently on the Barnett Shale
play located in the Fort Worth Basin of North Texas.  The organic rich Barnett
Shale has been the source rock for the producing formations in the Fort Worth
Basin.  As an unconventional fractured reservoir, the Barnett Shale itself has
become an attractive target due to technological advances in the drilling and
stimulation of tight gas formations.  This technology driven play has the
potential of long life wells with the opportunity for multiple re-stimulations
which can significantly increase the commercial life of Barnett Shale wells.

Strategic Business Plans

One of our key strategies is to enhance shareholder value through
implementation of plans for controlled growth and development. The Company's
long-term focus is to grow its oil and gas production through a strategic
combination of selected property acquisitions, to the extent feasible, and an
exploration and development program primarily based on developing its leasehold
acreage.  Additionally, the Company will continue to rework existing wells to
increase production and reserves.

The Company's primary area of operation has been and will continue to be in
Texas with an emphasis in the geological province known as the Ft. Worth Basin.
The Company is planning to drill and develop its Fort Worth Basin producing
properties to the Barnett Shale formation.  We want to capitalize on our
strengths which include a good knowledge of the Fort Worth Basin, experience in
operations in this geographic area, development of lease holdings, and
utilization of existing infrastructure to minimize costs.

The Company will continue to generate and evaluate prospects using its own
technical staff. The Company intends to fund operations primarily from cash
flow generated by operations.

The Company will attempt to expand its pipeline system.  Expansion will be
dependent upon success in its exploration programs, since the majority of its
existing pipelines are connected to wells that the Company operates.







                                   - 4 -

Significant Project Areas
-------------------------

The Company has operations and well interests in 16 states; however, the
majority of reserves (86.39%) are located in Texas.

A breakout of the Company's most significant reserves by geographic area is
as follows:

      Fort Worth Basin Texas    2,074,206 BOE             70.38 %
      Gulf Coast Texas            200,728 BOE              6.81 %
      East Texas                  155,244 BOE              5.27 %
      Oklahoma                    129,170 BOE              4.38 %
      West Texas                   78,485 BOE              2.66 %
      New Mexico                   77,582 BOE              2.63 %
      Louisiana                    68,979 BOE              2.34 %
      Alabama                      66,965 BOE              2.27 %
      Panhandle Texas              37,351 BOE              1.27 %
      Wyoming                      23,320 BOE              0.79 %
      Arkansas                     14,920 BOE              0.51 %
      Kansas                       14,269 BOE              0.48 %
      Michigan                      2,447 BOE              0.08 %
      North Dakota                  2,093 BOE              0.07 %
      Montana                       1,500 BOE              0.05 %

      Total                     2,947,259 BOE            100.00 %

The majority of our wells are located within a two-hour drive from our
corporate headquarters, which provides for more effective oversight of
operations.

                          Fort Worth Basin Texas

The Fort Worth Basin has been the focal point of the Company since its
inception. Our technical personnel have an average of 26 years of exploration,
drilling and production experience in the Basin. We also have an extensive
collection of geologic and engineering data.

The Fort Worth Basin is a gas prone region with multiple pay zones ranging in
depth from 1000-9000 feet. The basin is currently experiencing a drilling boom
due to increased natural gas prices and advances in fracturing technology that
have unlocked natural gas reserves from the Barnett Shale Formation.

The Barnett Shale is a thick blanket type formation covering the entire basin.
The natural gas reserves in place are significant; however, due to the
extremely low permeability of the shale, it has been technically difficult to
recover these reserves. Recent advances in hydraulic fracturing and horizontal
well technology have enabled economic recovery of natural gas reserves in the
Fort Worth Basin.

According to the U.S. Geological Survey, it is estimated that there is
approximately 26.7 trillion cubic feet (TCF) of undiscovered natural gas, 98.5



                                   - 5 -
million barrels of undiscovered oil, and 1.1 billion barrels of undiscovered
natural gas liquids (condensate) in the Bend Arch-Fort Worth Basin Province and
more than 98 percent, or 26.2 TCF, of the undiscovered natural gas is located
in the Barnett Shale.

The Company has large lease-holdings in the Fort Worth Basin held by production
from shallower producing zones.  We are planning to drill into the Barnett
Shale Formation on these leases.  We are also actively seeking and acquiring
new leases in the Barnett Shale play.

As of March 31, 2006, the Company reached total depth on the drilling of its
fifth Barnett Shale well on its Olex (U.S.) lease in central Denton County,
Texas. Our leasehold is offset in all directions by productive Barnett Shale
gas wells, and with existing spacing rules, an additional 30 vertical wells
could be drilled on this lease.

The Barnett Shale gas play is rapidly expanding into Parker County, Texas where
the Company has a large acreage position.  The Company intends to focus its
efforts on developing Barnett Shale natural gas reserves underlying its
leasehold. The Company plans to drill five horizontal Barnett Shale wells in
Parker County in the next two years, providing we can secure the necessary
drilling equipment on a timely basis. The Company may take on partners to
reduce risk in any one project.

In the northeast quarter of Parker County at Springtown, the Company holds
approximately 1,750 acres of leasehold by production, and has 3D seismic data
across a portion of the acreage. Recently, three horizontal wells offsetting
our acreage with initial potentials ranging from 1,000-3,000 MCFG/D were
drilled and completed. The Company plans to drill at least three horizontal
Barnett Shale wells on this block in the near future.  PPC owns and operates a
natural gas gathering system at Springtown, Texas that could be used to bring
natural gas from these future wells to market.

In southeastern Parker County, near the town of Cresson, the Company holds
approximately 325 acres by production. In 2004, another company completed two
successful horizontal wells offsetting this acreage. Each of these wells has
produced in excess of 300,000 MCFG in the first year of production. The Company
plans to drill at least one horizontal Barnett Shale well on this block.

In the northwest portion of Parker County near the town of Peaster, the Company
holds approximately 2,200 acres by production which was recently offset by
another company. The Company plans to drill at least one horizontal Barnett
Shale well on this block.

The Company also holds smaller acreage blocks throughout Parker County as well
as in Palo Pinto, Erath and Eastland Counties. The Barnett Shale is present
under these blocks, however, as of yet they have not been directly offset by
proven productive wells. The limits of economic Barnett Shale gas production in
the Fort Worth Basin are continually expanding and these blocks may be proven
productive in the future.

Other than the Barnett Shale, the Company has other opportunities to optimize
existing natural gas production.



                                   - 6 -

                                East Texas

In Titus County East Texas during 2005, two previously non-producing oil wells,
the Pewitt Ranch B-13 and the Pewitt Ranch A-11 were restored to production
adding proved reserves of 25,800 BO (100% WI, 75% NRI).

                                Gulf Coast

In 2005, a company to which we granted a farm-out on a lease in Bee County,
Texas, has drilled a second well on this lease and they are currently producing
oil and gas at a rate of 20 BOPD and 280 MCFG/D as of March 31, 2006.   The
Company has retained a 5.625% overriding royalty interest in this lease.

Also during 2005, a second company to which we granted a farm-out on another
lease in Bee County, Texas, also drilled a well which was completed in 2006,
and is currently producing approximately 280 MCFG/D.  The Company retained a
5.625% overriding royalty interest plus a back-in after payout in this well.

                                  Montana

The Company participated in the drilling and completion of three 2,000 ft.
development gas wells in the Bowdoin gas field located in Phillips County,
Montana.  In addition, the Company agreed to participate in the drilling and
completion of two additional wells to be drilled by the same operator in
early 2006.

                                  Wyoming

During 2005, four non-operated wells were completed as gas wells.  These coal
bed methane gas wells in the Powder River Basin of Wyoming were attributed
with reserves of approximately 140,000 MCFG net to the Company's interest.

                          Other Areas of Interest

The Company participated during 2005 in the drilling of five development wells
in the Arkoma Basin of Arkansas.  All six were completed as gas wells.  The
Company agreed to participate in three additional wells during 2006.

Oil and Natural Gas Reserves
----------------------------

The net crude oil and gas reserves of the Company as of December 31, 2005
were 483,623 barrels of oil and condensate and 14,781,813 MCFG (thousand
cubic feet) of natural gas.  Based on SEC guidelines, the reserves were
classified as follows:

        Proved Developed Producing        311,674 BO and   6.9 BCFG
        Proved Developed Non-Producing    121,781 BO and   0.2 BCFG
        Proved Undeveloped                 50,168 BO and   7.7 BCFG
        Total Proved Reserves             483,623 BO and  14.8 BCFG





                                   - 7 -

Only reserves that fell within the Proved classification were considered.
Other categories such as Probable or Possible Reserves were not considered. No
value was given to the potential future development of behind pipe reserves,
untested fault blocks, or the potential for deeper reservoirs (other than
Barnett Shale proved undeveloped reserves directly offset by producing wells)
underlying the Company's properties. Shut-in uneconomic wells and insignificant
non-operated interests were excluded.

On a barrel of oil equivalent basis (6MCFG/BOE), the reserves are

      Natural Gas Reserves                2,463,636 BOE      84%
      Oil Reserves                          483,623 BOE      16%
          Total Reserves                  2,947,259 BOE     100%

      Proved Developed Producing          1,467,388 BOE      50%
      Proved Developed Non-Producing        151,036 BOE       5%
      Proved Undeveloped                  1,328,834 BOE      45%
          Total Proved Reserves           2,947,259 BOE     100%

The Company has operational control over the majority of these reserves and can
therefore to a large extent control the timing of development and production.

      The Company's Operated Wells        2,670,982 BOE      91%
      Non Operated Wells                    276,277 BOE       9%
          Total                           2,947,259 BOE     100%


Financial Information Relating to Industry Segments
---------------------------------------------------

The Company has three identifiable business segments: exploration, development
and production of oil and natural gas, gas gathering, and commercial real
estate investment.  Footnote 16 to the Consolidated Financial Statements filed
herein sets forth the relevant information regarding revenues, income from
operations and identifiable assets for these segments.

Narrative Description of Business
---------------------------------

The Company is engaged in the exploration, development and production of oil
and natural gas, and the gathering and marketing of natural gas.  The Company
is also engaged in commercial real estate leasing through the acquisition and
partial occupancy of its new corporate headquarters office building.


             Principal Products, Distribution and Availability

The principal products marketed by the Company are crude oil and natural gas
which are sold to major oil and gas companies, brokers, pipelines and
distributors, and oil and gas properties which are acquired and sold to oil
and gas development entities.  Reserves of oil and gas are depleted upon
extraction, and the Company is in competition with other entities for the
discovery of new prospects.


                                   - 8 -

The Company is also engaged in the gathering and marketing of natural gas
through its subsidiary PPC, which owns 26.1 miles of pipelines and currently
gathers approximately 821 MCFG/D.  Natural gas is gathered for a
fee.  Substantially all of the gas gathered by the Company is gas produced
from wells that the Company operates and in which it owns a working interest.

In December, 2004, the Company purchased land and a two story commercial office
building in Dallas, Texas, which it has moved into and uses as its principal
headquarters office.  The Company leases the remainder of the building to non-
related third party commercial tenants at prevailing market rates.


                     Patents, Licenses and Franchises

Oil and gas leases of the Company are obtained from the owner of the mineral
estate.  The leases are generally for a primary term of 1 to 5 years, and in
some instances as long as 10 years, with the provision that such leases shall
be extended into a secondary term and will continue during such secondary term
as long as oil and gas are produced in commercial quantities or other
operations are conducted on such leases as provided by the terms of the leases.
It is generally required that a delay rental be paid on an annual basis during
the primary term of the lease unless the lease is producing.  Delay rentals are
normally $1.00 to $5.00 per net mineral acre.

The Company currently holds interests in producing and non-producing oil and
gas leases. The existence of the oil and gas leases and the terms of the oil
and gas leases are important to the business of the Company because future
additions to reserves will come from oil and gas leases currently owned by the
Company, and others that may be acquired, when they are proven to be
productive.  The Company is continuing to purchase oil and gas leases in areas
where it currently has production, and also in other areas.


                          Dependence on Customers

The following is a summary of significant purchasers from oil and natural gas
produced by the Company for the three-year period ended December 31, 2005:


                                             Year Ended December 31, (1)
                                          --------------------------------
            Purchaser                         2005       2004       2003
-----------------------------------------   --------   --------   --------
Enbridge Energy Partners                       39%        14%        17%
Shell Trading (US) Company                      7%         6%         9%
Devon Gas Services, L.P                         6%        12%        20%
Plains Marketing, LP.                           6%         6%         7%
Crosstex Energy Services, Ltd                   5%         8%         -
Dynegy Midstream Services, LIM                  5%        11%         -
Panther Pipeline North Texas, Inc.              -%        13%         -
LIG Chemical Company                            -%         2%         9%

(1)  Percent of Total Oil & Gas Sales


                                   - 9 -

Oil and Gas is sold to approximately 100 different purchasers (such as Devon
Gas Services, L.P., Enbridge Energy Partners (formerly Cantera Resources,
Inc.), Plains Marketing, L.P., Shell Trading (US) Company, Dynegy Midstream
Services, Empire Pipeline Corporation, and Duke Energy Field Services under
market sensitive, short-term contracts computed on a month to month basis.

Except as set forth above, there are no other customers of the Company that
individually accounted for more than 5% of the Company's oil and gas revenues
during the three years ended December 31, 2005.

The Company currently has no hedged contracts.


                          Development Activities

The Company's primary oil and gas prospect acquisition efforts have been in
known producing areas in the United States with emphasis devoted to Texas.

The Company intends to use a portion of its available funds to participate in
drilling activities.  Any drilling activity is performed by independent
drilling contractors.  The Company does not refine or otherwise process its
oil and gas production.

Exploration for oil and gas is normally conducted with the Company acquiring
undeveloped oil and gas prospects, and carrying out exploratory drilling on
the prospect with the Company retaining a majority interest in the prospect.
Interests in the property are sometimes sold to key employees and associated
companies at cost.  Also, interests may be sold to third parties with the
Company retaining an overriding royalty interest, carried working interest, or
a reversionary interest.

A prospect is a geographical area designated by the Company for the purpose of
searching for oil and gas reserves and reasonably expected by it to contain at
least one oil or gas reservoir.  The Company utilizes its own funds along with
the issuance of common stock and options to purchase common stock in some
cases, to acquire oil and gas leases covering the lands comprising the
prospects.  These leases are selected by the Company and are obtained directly
from the landowners, as well as from land men, geologists, other oil companies,
some of whom may be affiliated with the Company, and by direct purchase, farm-
in, or option agreements.  After an initial test well is drilled on a property,
any subsequent development of such prospect will normally require the Company's
participation for the development of the discovery.


                          Special Tax Provisions

See Footnote 8 to Consolidated Financial Statements.


                                 Employees

The Company, on its own account and through a management contract with its
parent corporation, employs or contracts for the services of a total of  48


                                   - 10 -

people.  Fourteen are full-time employees or contractors.  The remainder are
part-time contractors or employees.  We believe that our relationships with
our employees are good.

In order to effectively utilize our resources in respect to our development
program, we employ the services of independent consultants and contractors to
perform a variety of professional and technical services, including in the
areas of lease acquisition, land-related documentation and contracts, drilling
and completion work, pumping, inspection, testing, maintenance and specialized
services.  We believe that it can more cost effective to utilize the services
of consultants and independent contractors for some of these services.

We depend to a large extent on the services of certain key management personnel
and officers, and the loss of any these individuals could have a material
adverse effect on our operations. The Company does not maintain key-main life
insurance policies on its employees.


Financial information about foreign and domestic operations and export sales
----------------------------------------------------------------------------

All of the Company's business is conducted domestically, with no export sales.

                           Item 1A. RISK FACTORS


Risks related directly to our Company
-------------------------------------

You should carefully consider the following risk factors, in addition to the
other information set forth in this Report, before investing in shares of our
common stock.  Each of these risk factors could adversely affect our business,
operating results and financial condition, as well as adversely affect the
value of an investment in our common stock.  Some information in this Report
may contain "forward-looking" statements that discuss future expectations of
our financial condition and results of operation.  The risk factors noted in
this section and other factors could cause our actual results to differ
materially from those contained in any forward-looking statements.

We face significant competition, and many of our competitors have resources in
excess of our available resources.

The oil and gas industry is highly competitive.  We encounter competition from
other oil and gas companies in all areas of our operations, including the
acquisition of producing properties and sale of crude oil and natural gas. Our
competitors include major integrated oil and gas companies and numerous
independent oil and gas companies, individuals and drilling and income
programs. Many of our competitors are large, well established companies with
substantially larger operating staffs and greater capital resources than us.
Such companies may be able to pay more for productive oil and gas properties
and exploratory prospects and to define, evaluate, bid for and purchase a
greater number of properties and prospects than our financial or human
resources permit. Our ability to acquire additional properties and to discover
reserves in the future will depend upon our ability to evaluate and select

                                   - 11 -

suitable properties and to consummate transactions in this highly competitive
environment.

Exploratory drilling is a speculative activity that may not result in
commercially productive reserves and may require expenditures in excess of
budgeted amounts.

Drilling activities are subject to many risks, including the risk that no
commercially productive oil or gas reservoirs will be encountered.  There can
e no assurance that new wells drilled by us will be productive or that we will
recover all or any portion of our investment.  Drilling for oil and gas may
involve unprofitable efforts, not only from dry wells, but also from wells that
are productive but do not produce sufficient net revenues to return a profit
after drilling, operating and other costs. The cost of drilling, completing and
operating wells is often uncertain.  Our drilling operations may be curtailed,
delayed or canceled as a result of a variety of factors, many of which are
beyond its control, including economic conditions, mechanical problems,
pressure or irregularities in formations, title problems, weather conditions,
compliance with governmental requirements and shortages in or delays in the
delivery of equipment and services.  In today's environment, shortages make
drilling rigs, labor and services difficult to obtain and could cause delays or
inability to proceed with our drilling and development plans.  Such equipment
shortages and delays sometimes involve drilling rigs where inclement weather
prohibits the movement of land rigs causing a high demand for rigs by a large
number of companies during a relatively short period of time.  Our future
drilling activities may not be successful.  Lack of drilling success could have
a material adverse effect on our financial condition and results of operations.

Our operations are also subject to all the hazards and risks normally incident
to the development, exploitation, production and transportation of, and the
exploration for, oil and gas, including unusual or unexpected geologic
formations, pressures, down hole fires, mechanical failures, blowouts,
explosions, uncontrollable flows of oil, gas or well fluids and pollution and
other environmental risks.  These hazards could result in substantial losses to
us due to injury and loss of life, severe damage to and destruction of property
and equipment, pollution and other environmental damage and suspension of
operations.  We participate in insurance coverage maintained by the operator of
its wells, although there can be no assurances that such coverage will be
sufficient to prevent a material adverse effect to us in such events.

The vast majority of our oil and gas reserves are classified as proved
reserves.  Recovery of the Company's future proved undeveloped reserves will
require significant capital expenditures.  Our management estimates that
aggregate capital expenditures of approximately $7,178,000 will be required to
fully develop some of these reserves in the next twenty-four months. No
assurance can be given that our estimates of capital expenditures will prove
accurate, that our financing sources will be sufficient to fully fund our
planned development activities or that development activities will be either
successful or in accordance with our schedule.  Additionally, any significant
decrease in oil and gas prices or any significant increase in the cost of
development could result in a significant reduction in the number of wells
drilled and/or reworked.  No assurance can be given that any wells will produce
oil or gas in commercially profitable quantities.


                                   - 12 -

We are subject to uncertainties in reserve estimates and future net cash flows.

This annual report contains estimates of our oil and gas reserves and the
future net cash flows from those reserves, which have been prepared internally
by our petroleum engineer.  There are numerous uncertainties inherent in
estimating quantities of reserves of oil and gas and in projecting future rates
of production and the timing of development expenditures, including many
factors beyond our control.  The reserve estimates in this annual report are
based on various assumptions, including, for example, constant oil and gas
prices, operating expenses, capital expenditures and the availability of funds,
and, therefore, are inherently imprecise indications of future net cash flows.
Actual future production, cash flows, taxes, operating expenses, development
expenditures and quantities of recoverable oil and gas reserves may vary
substantially from those assumed in the estimates.  Any significant variance
in these assumptions could materially affect the estimated quantity and value
of reserves set forth in this prospectus. Additionally, our reserves may be
subject to downward or upward revision based upon actual production
performance, results of future development and exploration, prevailing oil
and gas prices and other factors, many of which are beyond our control.

The present value of future net reserves discounted at 10% (the "PV-10") of
proved reserves referred to in this annual report should not be construed as
the current market value of the estimated proved reserves of oil and gas
attributable to our properties.  In accordance with applicable requirements
of the SEC, the estimated discounted future net cash flows from proved
reserves are generally based on prices and costs as of the date of the
estimate, whereas actual future prices and costs may be materially higher or
lower.  Actual future net cash flows also will be affected by: (i) the timing
of both production and related expenses; (ii) changes in consumption levels;
and (iii) governmental regulations or taxation. In addition, the calculation
of the present value of the future net cash flows using a 10% discount as
required by the SEC is not necessarily the most appropriate discount factor
based on interest rates in effect from time to time and risks associated with
our reserves or the oil and gas industry in general.  Furthermore, our
reserves may be subject to downward or upward revision based upon actual
production, results of future development, supply and demand for oil and gas,
prevailing oil and gas prices and other factors. See "Properties - Oil and
Gas Reserves."

We are subject to various operating and other casualty risks that could result
in liability exposure or the loss of production and revenues.

Our oil and gas business involves a variety of operating risks, including, but
not limited to, unexpected formations or pressures, uncontrollable flows of
oil, gas, brine or well fluids into the environment (including groundwater
contamination), blowouts, fires, explosions, pollution and other risks, any of
which could result in personal injuries, loss of life, damage to properties
and substantial losses.  Although we carry insurance at levels that we believe
are reasonable, we are not fully insured against all risks.  We do not carry
business interruption insurance.  Losses and liabilities arising from
uninsured or under-insured events could have a material adverse effect on our
financial condition and operations.



                                   - 13 -

From time to time, due primarily to contract terms, pipeline interruptions or
weather conditions, the producing wells in which we own an interest have been
subject to production curtailments.  The curtailments range from production
being partially restricted to wells being completely shut-in.  The duration of
curtailments varies from a few days to several months.  In most cases, we are
provided only limited notice as to when production will be curtailed and the
duration of such curtailments.  We are not currently experiencing any material
curtailment of our production.

We intend to increase our development and, to a lesser extent, exploration
activities. Exploration drilling and, to a lesser extent, development
drilling of oil and gas reserves involve a high degree of risk that no
commercial production will be obtained and/or that production will be
insufficient to recover drilling and completion costs.  The cost of drilling,
completing and operating wells is often uncertain.  Our drilling operations
may be curtailed, delayed or canceled as a result of numerous factors,
including title problems, weather conditions, compliance with governmental
requirements and shortages or delays in the delivery of equipment.
Furthermore, completion of a well does not assure a profit on the investment
or a recovery of drilling, completion and operating costs.

We depend to a large extent on the services of Chris G. Mazzini, our
President, Chairman of the Board, and Chief Executive Officer.  The loss of
the services of Mr. Mazzini would have a material adverse effect on our
operations.  We have not entered into any employment contracts with our
executive officer and have not obtained key personnel life insurance on
Mr. Mazzini.

Certain of our affiliates control a majority of our outstanding common stock,
which may affect your vote as a shareholder.

Our executive officers, directors and their affiliates hold approximately 81%
of our outstanding shares of common stock.  As a result, officers, directors
and their affiliates and such shareholders have the ability to exert
significant influence over our business affairs, including the ability to
control the election of directors and results of voting on all matters
requiring shareholder approval.  This concentration of voting power may delay
or prevent a potential change in control.

Certain of our affiliates have engaged in business transactions with the
Company, which may result in conflicts of interest.

Certain officers, directors and related parties, including entities controlled
by Mr. Mazzini, the President and Chief Executive Officer, have engaged in
business transactions with the Company which were not the result of arm's
length negotiations between independent parties.  Our management believes that
the terms of these transactions were as favorable to us as those that could
have been obtained from unaffiliated parties under similar circumstances.  All
future transactions between us and our affiliates will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by a majority of the disinterested members of our Board of Directors.




                                   - 14 -

Our common stock is traded on the Over-the-Counter Bulletin Board ("OTC BB"),
symbol "SPND".  The liquidity of our common stock may be adversely affected,
and purchasers of our common stock may have difficulty selling our common
stock, if our common stock does not continue to trade in that or another
suitable trading market.

There is presently only a limited public market for our common stock, and
there is no assurance that a ready public market for our securities will
develop.  It is likely that any market that develops for our common stock
will be highly volatile and that the trading volume in such market will be
limited.  The trading price of our common stock could be subject to wide
fluctuations in response to quarter-to-quarter variations in our operating
results, announcements of our drilling results and other events or factors.
In addition, the U.S. stock market has from time to time experienced extreme
price and volume fluctuations that have affected the market price for many
companies and which often have been unrelated to the operating performance
of these companies. These broad market fluctuations may adversely affect the
market price of our securities.

We do not intend to declare dividends in the foreseeable future.

Our Board of Directors presently intends to retain all of our earnings for
the expansion of our business.  We therefore do not anticipate the
distribution of cash dividends in the foreseeable future. Any future decision
of our Board of Directors to pay cash dividends will depend, among other
factors, upon our earnings, financial position and cash requirements.

Our company employed and contract land professionals have reviewed title
records or other title review materials relating to substantially all of our
producing properties.  The title investigation performed by us prior to
acquiring undeveloped properties is thorough, but less rigorous than that
conducted prior to drilling, consistent with industry standards. We believe
we have satisfactory title to all our producing properties in accordance with
standards generally accepted in the oil and gas industry.  Our properties are
subject to customary royalty interests, liens incident to operating agreements,
liens for current taxes and other burdens, which we believe do not materially
interfere with the use of or affect the value of such properties.  At December
31, 2005, our leaseholds for some of our net acreage were being kept in force
by virtue of production on that acreage in paying quantities.  The remaining
net acreage was held by lease rentals and similar provisions and requires
production in paying quantities prior to expiration of various time periods to
avoid lease termination.

We expect to make acquisitions of oil and gas properties from time to time
subject to available resources.  In making an acquisition, we generally focus
most of our title and valuation efforts on the more significant properties.
It is generally not feasible for us to review in-depth every property we
purchase and all records with respect to such properties.  However, even an
in-depth review of properties and records may not necessarily reveal existing
or potential problems, nor will it permit us to become familiar enough with
the properties to assess fully their deficiencies and capabilities.  Evaluation




                                   - 15 -

of future recoverable reserves of oil and gas, which is an integral part of
the property selection process, is a process that depends upon evaluation of
existing geological, engineering and production data, some or all of which may
prove to be unreliable or not indicative of future performance.  To the extent
the seller does not operate the properties, obtaining access to properties and
records may be more difficult. Even when problems are identified, the seller
may not be willing or financially able to give contractual protection against
such problems, and we may decide to assume environmental and other liabilities
in connection with acquired properties.


The Company's ability to Finance its future operations and investments.
-----------------------------------------------------------------------

Our business is highly capital-intensive requiring continuous development and
acquisition of oil and gas reserves.  In addition, capital is required to
operate and expand our oil and gas field operations and purchase equipment.  At
December 31, 2005, we had working capital of $4,381,000.  We anticipate that we
will be able to meet our cash requirements for the next 12 months.  However, if
such plans or assumptions change or prove to be inaccurate, we could be
required to seek additional financing sooner than currently anticipated.

We have funded our operations, acquisitions and expansion costs primarily
through the generation of our internally generated cash flow.  Our success in
obtaining the necessary capital resources to fund future costs associated with
our operations and expansion plans is dependent upon our ability to:
(i)  increase revenues through acquisitions and  recovery of our proved
producing and proved developed non-producing oil and gas reserves; and
(ii) maintain effective cost controls at the corporate administrative office
and in field operations.  However, even if we achieve some success with our
plans, there can be no assurance that we will be able to generate sufficient
revenues to achieve significant profitable operations or fund our expansion
plans.

We have substantial capital requirements necessary for undeveloped properties
for which we may not be able to obtain adequate financing.

Development of our properties will require additional capital resources.  We
have no commitments to obtain any additional debt or equity financing and
there can be no assurance that additional financing will be available, when
required, on favorable terms to us. The inability to obtain additional
financing could have a material adverse effect on us, including requiring us
to curtail significantly our oil and gas acquisition and development plans or
farm-out development of our properties.  Any additional financing may involve
substantial dilution to the interests of our shareholders at that time.

Oil and natural gas prices fluctuate widely and low prices could have a
material adverse impact on our business and financial results.

Our revenues, profitability and the carrying value of its oil and gas
properties are substantially dependent upon prevailing prices of, and demand
for, oil and gas and the costs of acquiring,  finding, developing and
producing reserves.  Our ability to obtain borrowing capacity, to repay future


                                   - 16 -

indebtedness, and to obtain additional capital on favorable terms is also
substantially dependent upon oil and gas prices.  Historically, the markets
for oil and gas have been volatile and are likely to continue to be volatile
in the future.  Prices for oil and gas are subject to wide fluctuations in
response to: (i) relatively minor changes in the supply of, and demand for,
oil and gas; (ii) market uncertainty; and (iii) a variety of additional
factors, all of which are beyond our control.  These factors include domestic
and foreign political conditions, the price and availability of domestic and
imported oil and gas, the level of consumer and industrial demand, weather,
domestic and foreign government relations, the price and availability of
alternative fuels and overall economic conditions.  Furthermore, the
marketability of our production depends in part upon the availability,
proximity and capacity of gathering systems, pipelines and processing
facilities.  Volatility in oil and gas prices could affect our ability to
market our production through such systems, pipelines or facilities.   As of
December 31, 2005, approximately 68% of our gas production is currently sold
to six gas marketing firms on a month-to-month basis at prevailing spot market
prices.  Oil prices remained subject to unpredictable political and economic
forces during 2004, 2005 and 2006, and experienced fluctuations similar to
those seen in natural gas prices for the year.  We believe that oil prices
will continue to fluctuate in response to changes in the policies of the
Organization of Petroleum Exporting Countries ("OPEC"), changes in demand from
many Asian countries, current events in the Middle East, security threats to
the United States, and other factors associated with the world political and
economic environment.  As a result of the many uncertainties associated with
levels of production maintained by OPEC and other oil producing countries, the
availabilities of worldwide energy supplies and competitive relationships and
consumer perceptions of various energy sources, we are unable to predict what
changes will occur in crude oil and natural gas prices.

We may be responsible for additional costs in connection with abandonment of
properties.

We are responsible for payment of plugging and abandonment costs on its oil and
gas properties pro rata to our working interest.  Based on our experience, we
anticipate that in most cases, the ultimate aggregate salvage value of lease
and well equipment located on our properties will exceed the costs of
abandoning such properties. There can be no assurance, however, that we will be
successful in avoiding additional expenses in connection with the abandonment
of any of our properties.  In addition, abandonment costs and their timing may
change due to many factors, including actual production results, inflation
rates and changes in environmental laws and regulations.


Risks that Involve the Oil & Gas Industry in General.
----------------------------------------------------

We are subject to various governmental regulations which may cause us to incur
substantial costs.

Our operations are affected from time to time in varying degrees by political
developments and federal, state and local laws and regulations.  In particular,
oil and gas production related operations are or have been subject to price
controls, taxes and other laws and regulations relating to the oil and gas

                                   -  17 -

industry.  Failure to comply with such laws and regulations can result in
substantial penalties.  The regulatory burden on the oil and gas industry
increases our cost of doing business and affects our profitability.  Although
we believe we are in substantial compliance with all applicable laws and
regulations, because such laws and regulations are frequently amended or
reinterpreted, we are unable to predict the future cost or impact of complying
with such laws and regulations.

Sales of natural gas by us are not regulated and are generally made at market
prices.  However, the Federal Energy Regulatory Commission ("FERC") regulates
interstate natural gas transportation rates and service conditions, which
affect the marketing of natural gas produced by us, as well as the revenues
received by us for sales of such production.  Sales of our natural gas
currently are made at uncontrolled market prices, subject to applicable
contract provisions and price fluctuations that normally attend sales of
commodity products.

Since the mid-1980's, the FERC has issued a series of orders, culminating in
Order Nos. 636, 636-A and 636-B ("Order 636"), that have significantly altered
the marketing and transportation of natural gas. Order 636 mandated a
fundamental restructuring of interstate pipeline sales and transportation
service, including the unbundling by interstate pipelines of the sale,
transportation, storage and other components of the city-gate sales services
such pipelines previously performed. One of the FERC's purposes in issuing the
orders was to increase competition within all phases of the natural gas
industry.  Order 636 and subsequent FERC orders issued in individual pipeline
restructuring proceedings have been the subject of appeals, and the courts
have largely upheld Order 636.  Because further review of certain of these
orders is still possible, and other appeals may be pending, it is difficult to
exactly predict the ultimate impact of the orders on us and our natural gas
marketing efforts.  Generally, Order 636 has eliminated or substantially
reduced the interstate pipelines' traditional role as wholesalers of natural
gas, and has substantially increased competition and volatility in natural
gas markets.

While significant regulatory uncertainty remains, Order 636 may ultimately
enhance our ability to market and transport our natural gas, although it may
also subject us to greater competition, more restrictive pipeline imbalance
tolerances and greater associated penalties for violation of such tolerances.

The FERC has announced several important transportation-related policy
statements and proposed rule changes, including the appropriate manner in
which interstate pipelines release capacity under Order 636 and, more recently,
the price which shippers can charge for their released capacity.  In addition,
in 1995, the FERC issued a policy statement on how interstate natural gas
pipelines can recover the costs of new pipeline facilities.  In January 1997,
the FERC issued a policy statement and a request for comments concerning
alternatives to its traditional cost-of-service rate making methodology.  A
number of pipelines have obtained FERC authorization to charge negotiated
rates as one such alternative.  While any additional FERC action on these
matters would affect us only indirectly, these policy statements and proposed
rule changes are intended to further enhance competition in natural gas
markets.  We cannot predict what the FERC will take on these matters, nor can
we predict whether the FERC's actions will achieve its stated goal of

                                   - 18 -

increasing competition in natural gas markets.  However, we do not believe
that we will be treated materially differently than other natural gas
producers and marketers with which we compete.

The price we receive from the sale of oil is affected by the cost of
transporting such products to market.  Effective January 1, 1995, the FERC
implemented regulations establishing an indexing system for transportation
rates for oil pipelines, which, generally, would index such rates to
inflation, subject to certain conditions and limitations.  These regulations
could increase the cost of transporting oil by interstate pipelines, although
the most recent adjustment generally decreased rates.  These regulations have
generally been approved on judicial review.  We are not able to predict with
certainty the effect, if any, of these regulations on its operations.
However, the regulations may increase transportation costs or reduce wellhead
prices for oil.

The State of Texas and many other states require permits for drilling
operations, drilling bonds and reports concerning operations and impose other
requirements relating to the exploration for and production of oil and gas.
Such states also have statutes or regulations addressing conservation matters,
including provisions for the unitization or pooling of oil and gas properties,
the establishment of maximum rates of production from wells and the regulation
of spacing, plugging and abandonment of such wells.  The statutes and
regulations of certain states limit the rate at which oil and gas can be
produced from our properties.  However, we do not believe we will be affected
materially differently by these statutes and regulations than any other
similarly situated oil and gas company.

We are subject to various environmental risks which may cause us to incur
substantial costs.

Our operations and properties are subject to extensive and changing federal,
state and local laws and regulations relating to environmental protection,
including the generation, storage, handling and transportation of oil and gas
and the discharge of materials into the environment, and relating to safety
and health.  The recent trend in environmental legislation and regulation
generally is toward stricter standards, and this trend will likely continue.
These laws and regulations may require the acquisition of a permit or other
authorization before construction or drilling commences and for certain other
activities; limit or prohibit construction, drilling and other activities on
certain lands lying within wilderness and other protected areas; and impose
substantial liabilities for pollution resulting from our operations.  The
permits required for our various operations are subject to revocation,
modification and renewal by issuing authorities.  Governmental authorities
have the power to enforce compliance with their regulations, and violations
are subject to fines, penalties or injunctions.  In the opinion of management,
we are in substantial compliance with current applicable environmental laws
and regulations, and we have no material commitments for capital expenditures
to comply with existing environmental requirements.  Nevertheless, changes in
existing environmental laws and regulations or in interpretations thereof
could have a significant impact on us.  The impact of such changes, however,
would not likely be any more burdensome to us than to any other similarly
situated oil and gas company.


                                   - 19 -

The Comprehensive Environmental Response, Compensation, and Liability Act
("CERCLA"), also known as the "Superfund" law, and similar state laws impose
liability, without regard to fault or the legality of the original conduct,
on certain classes of persons that are considered to have contributed to the
release of a "hazardous substance" into the environment. These persons include
the owner or operator of the disposal site or sites where the release occurred
and companies that disposed or arranged for the disposal of the hazardous
substances found at the site.  Persons who are or were responsible for
releases of hazardous substances under CERCLA may be subject to joint and
several liability for the costs of cleaning up the hazardous substances that
have been released into the environment and for damages to natural resources.
Furthermore, neighboring landowners and other third parties may file claims
for personal injury and property damage allegedly caused by the hazardous
substances released into the environment.

We generate typical oil and gas field wastes, including hazardous wastes that
are subject to the federal Resources Conservation and Recovery Act and
comparable state statutes. The United States Environmental Protection Agency
and various state agencies have limited the approved methods of disposal for
certain hazardous and non-hazardous wastes.  Furthermore, certain wastes
generated by our oil and gas operations that are currently exempt from
regulation as "hazardous wastes" may in the future be designated as "hazardous
wastes," and therefore be subject to more rigorous and costly operating and
disposal requirements.

The Oil Pollution Act ("OPA") imposes a variety of requirements on responsible
parties for onshore and offshore oil and gas facilities and vessels related to
the prevention of oil spills and liability for damages resulting from such
spills in waters of the United States. The "responsible party" includes the
owner or operator of an onshore facility or vessel or the lessee or permittee
of, or the holder of a right of use and easement  for, the area where an
onshore facility is located.  OPA assigns liability to each responsible party
for oil spill removal costs and a variety of public and private damages from
oil spills.  Few defenses exist to the liability for oil spills imposed by OPA.
OPA also imposes financial responsibility requirements.  Failure to comply with
ongoing requirements or inadequate cooperation in a spill event may subject a
responsible party to civil or criminal enforcement actions.

We own or lease properties that for many years have produced oil and gas.  We
also own natural gas gathering systems.  It is not uncommon for such properties
to be contaminated with hydrocarbons.  Although we or previous owners of these
interests may have used operating and disposal  practices that were standard in
the industry at the time, hydrocarbons or other wastes may have been disposed
of or released on or under the properties or on or under other locations where
such wastes have been taken for disposal.  These properties may be subject to
federal or state requirements that could require us to remove any such wastes
or to remediate the resulting contamination.  All of our properties are
operated by third parties over whom we have limited control. Notwithstanding
our lack of control over properties operated by others, the failure of the
previous owners or operators to comply with applicable environmental
regulations may, in certain circumstances, adversely impact us.




                                   - 20 -

                    Item 1B. UNRESOLVED STAFF COMMENTS

                                   None


Item 2. PROPERTIES

OIL AND GAS PROPERTIES

The following table sets forth pertinent data with respect to the Company-owned
oil and gas properties, all located within the continental United States, as
estimated by the Company:

                                                 Year Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
Gas and Oil Properties, net (1):
   Proved developed gas reserves-Mcf (2)    7,110,000   6,888,000   4,978,000
   Proved undeveloped gas reserves-Mcf (3)  7,672,000   6,844,000   4,375,000
                                          ----------- ----------- -----------
     Total proved gas reserves-Mcf         14,782,000  13,732,000   9,353,000
                                          =========== =========== ===========
Proved Developed Crude Oil and
   Condensate reserves-Bbls (2)               434,000     390,000     365,000
Proved Undeveloped crude oil and
   Condensate reserves-Bbls (3)                50,000      29,000         -
                                          ----------- ----------- -----------
   Total proved crude oil and condensate
     Reserves-Bbls                            484,000     419,000     365,000
                                          =========== =========== ===========

                                                Year Ended December 31,
                                          -----------------------------------
                                             2005        2004        2003
                                          ----------- ----------- -----------
Present Value of Estimated Future
  Net Reserves from proved reserves (4)(5)
    (Before Income Tax)
       Developed                          $26,466,000 $15,118,000 $10,726,000
       Undeveloped                         10,857,000   8,279,000   1,106,000
                                          ----------- ----------- -----------
       Total Developed and Undeveloped    $37,323,000 $23,397,000 $11,832,000
                                          =========== =========== ===========

(1) The estimate of the net proved oil and gas reserves, future net revenues,
and the present value of future net revenues.

(2) "Proved Developed Oil and Gas Reserves" are reserves that can be expected
to be recovered through existing wells with existing equipment and operating
methods.

(3) "Proved Undeveloped Reserves" are reserves that are expected to be
recovered from new wells on undrilled acreage, or from existing wells where a

                                   - 21 -

relatively major expenditure is required for recompletion.  See Footnote 18 to
the Financial Statements, Supplemental Reserve Information (Unaudited), for
further explanation of the changes for 2003 through 2005.

(4) "Estimated Future Net Revenues" are computed by applying current prices
of oil and gas, less the estimated future expenditures (based on current
costs) to be incurred in developing and producing the proved reserves.

(5) "Present Value of Estimated Future Net Revenues" is computed by discounting
the Estimated Future Net Revenues at the rate of ten percent (10%) per year on
a pretax basis in accordance with the Securities and Exchange Commission Rules
and Regulations.

Wells Drilled and Completed
---------------------------

The Company's working interests in exploration and development wells completed
during the years indicated were as follows:

                                             Year Ended December 31,
                                     -----------------------------------------
                                         2005          2004          2003
                                     ------------- ------------- -------------
                                      Gross   Net   Gross   Net   Gross   Net
                                     ------ ------ ------ ------ ------ ------
Exploratory Wells (1):
  Productive                            -      -      -      -      -      -
  Non-Productive                        -      -      -      -      -      -
                                     ------ ------ ------ ------ ------ ------
    Total                               -      -      -      -      -      -
                                     ------ ------ ------ ------ ------ ------

Development Wells (2):
  Productive                         14.000  1.639 10.000  1.171  2.000   .765
  Non-Productive                        -      -      -      -      -      -
                                     ------ ------ ------ ------ ------ ------
    Total                            14.000  1.639 10.000  1.171  2.000   .765
                                     ------ ------ ------ ------ ------ ------

Total Exploration & Development
Wells:
  Productive                         14.000  1.639 10.000  1.171  2.000   .765
  Non-Productive                        -      -      -      -      -      -
                                     ------ ------ ------ ------ ------ ------
     Total                           14.000  1.639 10.000  1.171  2.000   .765
                                     ------ ------ ------ ------ ------ ------

(1) An exploratory well is a well drilled to find and produce oil or gas in an
unproved area, to find a new reservoir in a field previously found to be
productive of oil or gas in another reservoir, or to extend a known reservoir.

(2) A development well is a well drilled within the proved area of an oil or
gas reservoir to the depth of a stratigraphic horizon known to be productive.


                                   - 22 -

The following tables set forth additional data with respect to production
from Company-owned oil and gas properties, all located within the continental
United States:

                                     For the years ended December 31
                               2005      2004      2003      2002      2001
                             --------  --------  --------  --------  --------
Oil and Gas Production, net:
 Natural Gas (Mcf)            655,568   577,099   540,799   499,081   472,728
 Crude Oil & Condensate (Bbl)  21,323    23,098    28,747     9,553     9,229

Average Sales Price per Unit
Produced:
 Natural Gas ($/Mcf)          $  6.74  $   5.44  $   4.33  $   3.02  $   4.07
 Crude Oil & Condensate($/Bbl)$ 52.50  $  38.90  $  25.14  $  23.27  $  25.19

Average Production Cost per
Equivalent Barrel (1) (2)     $ 13.38  $  11.69  $  10.41  $   8.51  $   9.15


(1) Includes severance taxes and ad valorem taxes.

(2) Gas production is converted to equivalent barrels at the rate of six Mcf
per barrel, representing relative energy content of natural gas to oil.

The Company owns producing royalties and overriding royalties under properties
located in Texas. The revenue from these properties is not significant.

The Company is not aware of any major discovery or other favorable or adverse
event that is believed to have caused a significant change in the estimated
proved reserves since December 31, 2005.

The Company currently has leases covering in excess of 7,300 gross acres in
Denton, Eastland, Erath, Hood, Palo Pinto, Parker, and Tarrant Counties, Texas
(currently held by production), that the Company believes may have drilling
locations in the Barnett Shale Formation.  The Company has included some of
these potential locations in its calculation of proven undeveloped oil and gas
reserves.  See Footnote 18 to the Financial Statement for an expanded
description of this activity.



OFFICE SPACE

On December 27, 2004, the Company acquired a commercial office building.  The
property acquired is a two story multi-tenant, garden office building with a
sub-grade parking garage. The 23 year old building contains approximately
46,286 rentable square feet and sits on a 1.4919 acre block of land situated
in north Dallas, Texas in close proximity to hotels, restaurants and shopping
areas (the Galleria/Valley View Mall) with easy access to Interstate Highway
635 (LBJ Freeway) and Dallas Parkway (North Dallas Toll Road).  The Company
occupies approximately 8,668 square feet of the building as its primary office
headquarters, and leases the remaining space in the building to non-related
third party commercial tenants at prevailing market rates.

                                   - 23 -

The address of the Company's principal executive offices is One Spindletop
Centre, 12850 Spurling Road, Suite 200, Dallas, Texas 75230.  The telephone
number is (972) 644-2581.

PIPELINES

The Company owns, through its subsidiary, PPC, 26.1 miles of natural gas
pipelines in Parker, Palo Pinto and Eastland Counties, Texas.  Additionally on
January 30, 2004, the Company acquired an inactive natural gas pipeline in
South Central Kansas.  The Kansas pipeline was later sold in December, 2004.
These pipelines are steel and polyethylene and range in size from 2 inches
to 8 inches.  These pipelines primarily gather natural gas from wells operated
by the Company and in which the Company owns a working interest, but also for
other parties.

The Company normally does not purchase and resell natural gas, but gathers gas
for a fee.  The fees charged in some cases are subject to regulations by the
State of Texas and the Federal Energy Regulatory Commission.  Average daily
volumes of gas gathered by the pipelines owned by the Company were 821, 806,
and 713 MCF per day for 2005, 2004, and 2003 respectively.

Oil Field Production Equipment
------------------------------

The Company owns various natural gas compressors, pumping units, dehydrators
and various other pieces of oil field production equipment.

Substantially all of the equipment is located on oil and gas properties
operated by the Company and in which it owns a working interest.  The rental
fees are charged as lease operating fees to each property and each owner.

Chris G. Mazzini and Michelle H. Mazzini, through a limited partnership in
which they are limited partners, started an oil field service company which
provides roustabout and swabbing services at rates which are at or below
market to the Company.  The oil field service company plans to expand
equipment and services they provide.  This oil field services company does
work exclusively for the Company and its parent company Giant Energy Corp.
The Company benefits by having immediate access to services in a tight market.


                        Item 3.  LEGAL PROCEEDINGS

Neither the Registrant nor its subsidiaries nor any officers or directors is
a party to any material pending legal proceedings for or against the Company
or its subsidiary nor are any of their properties subject to any proceedings.


             Item 4.  SUBMISSION OF MATTERS OF SECURITY HOLDERS TO A VOTE

During the fourth quarter of the registrant's fiscal year covered by this
report, no matter was submitted to a vote of security holders of the
registrant.



                                   - 24 -

                                  PART II


              Item 5.  MARKET FOR THE COMPANY'S COMMON STOCK,
   RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.

The Company's common stock trades over-the-counter under the symbol "SPND".

Prior to 2004, no significant public trading market had been established for
the Company's common stock.  The Company does not believe that listings of bid
and asking prices for its stock are indicative of the actual trades of its
stock, since trades are made infrequently.  However during 2004, there was a
material increase in the number of shares traded and a material increase in
the stock price. The following table shows high and low trading prices for
each quarter in 2003, 2004 and 2005.

                                          Price Per Share
                                          High        Low

                   2003
                     First Quarter         .40        .40
                     Second Quarter        .55        .25
                     Third Quarter         .55        .26
                     Fourth Quarter       1.01        .32

                   2004
                     First Quarter        2.00        .70
                     Second Quarter       1.50       1.00
                     Third Quarter        2.45       1.30
                     Fourth Quarter       2.55       1.60

                   2005
                     First Quarter        5.50       2.00
                     Second Quarter       3.55       2.05
                     Third Quarter        4.20       1.90
                     Fourth Quarter       4.80       3.11



During the First Quarter of 2006, subsequent to year end, the following high
and low prices were recorded for the Company's common stock.

                                          Price Per Share
                                          High        Low
                   2006
                     First Quarter        5.15       3.26

There is no amount of common stock that is subject to outstanding warrants
to purchase, or securities convertible into, common stock of the Company.

As of March 31, 2006, there were approximately 585 record holders of the
Company's Common Stock.



                                   - 25 -

The Company has not paid any dividends since its reorganization and it is
not contemplated that it will pay any dividends on its Common Stock in the
foreseeable future.  The Business Loan Agreement entered into between the
Company and JPMorgan Chase Bank for the purpose of acquiring the commercial
office building contains restrictions on the payment of dividends in the
event a default under terms of the Business Loan Agreement has occurred and is
continuing or would result from the payment of such dividends or distributions.


The Registrant currently serves as its own stock transfer agent and registrar.

During the fourth quarter of the fiscal year ended December 31, 2005, the
Company did not repurchase any of its equity securities.  The Board of
Directors has not approved nor authorized any standing repurchase program.

                     Item 6.  SELECTED FINANCIAL DATA

The selected financial information presented should be read in conjunction
with the consolidated financial statements and the related notes thereto.



                                 For the years ended December 31
                      2005        2004        2003        2002        2001
                  ----------- ----------- ----------- ----------- -----------
Total Revenue     $6,395,000 $ 4,515,000 $ 3,458,000 $ 2,084,000 $ 2,610,000
Net Income (Loss)  1,417,000   1,266,000     987,000     382,000     776,000
Earnings per Share    $ 0.19      $ 0.16      $ 0.13      $ 0.05      $ 0.10

                                       As of December 31,
                      2005        2004        2003        2002        2001
                  ----------- ----------- ----------- ----------- -----------
Total Assets      $11,387,000 $ 9,715,000 $ 5,395,000 $ 3,764,000 $ 3,486,000
Long-Term Debt      1,679,000   1,680,000         -           -        55,000





















                                   - 26 -

               Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS
             OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Liquidity and Capital Resources
-------------------------------

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.

Results of Operations:
----------------------

                           2005 Compared to 2004

Both oil and gas revenues increased for the year 2005.  This was due primarily
to an approximate 24% increase in average gas prices from $5.44 per Mcf in 2004
to $6.74 per Mcf in 2005.  Average oil prices received by the Company also
increased approximately 35% from $38.93 per bbl in 2004 to $52.50 in 2005.
Natural gas production was approximately 656,000 Mcf in 2005 compared to
approximately 577,000 in 2004, an increase of approximately 14%.  The increased
gas production was due primarily to production added by the Olex wells in
Denton County, Texas which were completed early in 2005.  Oil production was
approximately 21,300 bbls in 2005 compared to 23,000 bbls in 2004. an
approximate decrease 7%.  This decrease in production was due primarily to the
curtailment of oil production in South Texas due to problems with some salt
water disposal facilities which the Company intends to correct during 2006.

Gas gathering and compression fee income was up slightly during 2005 as a
result of an increase in production from properties served by PPC.  The Company
charges a fee for transportation of gas from the well site to the purchaser's
pipeline, and in some cases provides and charges for compression services.

Interest income is up due to the Company's policy of investing excess cash
funds in higher earning money market accounts as opposed to checking accounts,
as well as the higher level of cash balances earning interest in 2005 as
compared to 2004.  Interest rates were also slightly higher than in the
previous year.

Lease operating expenses were higher in 2005 because costs to operate have
increased.  As oil and gas prices have escalated, operating cost, costs of
oil field services and equipment have also increased.

Amortization of the full cost pot (depletion) was up in 2005 due to an
increase in the cost of acquisitions and the projected cost to develop the
proved undeveloped reserves which were added to the full cost pot.  In
addition, $230,000 was added to the depletable basis due to the implementation
of FAS143 for the addition of the asset retirement obligation.  The depletion
rate also increased from 4.2% in 2004 to 4.7% in 2005.

                                   - 27 -

General and administrative expenses increased approximately $262,000.
Approximately $222,000 was due to direct and indirect personnel costs of
salary, contract labor, payroll taxes, benefits and associated expenses
associated with the increased number of personnel from twelve to fourteen
full-time and from 44 to 48 part time and contract employees.  General
liability insurance premium increases accounts for the additional increases.

The increase in other revenues is due mainly to a $96,000 paid to the company
for a farm-out of leasehold interest held by the Company, and approximately
$18,000 of plant product sales by PPC.

Interest expense for 2005 was due to the note payable incurred on December 27,
2004 for purchase of the Commercial office building.


                           2004 Compared to 2003

Oil and gas revenues increased for the year 2004.  This was due primarily to
an approximate 26% increase in average gas prices from $4.33 per Mcf in 2003
to $5.44 per Mcf in 2004.  Average oil prices received by the Company also
increased approximately 55% from $25.14 per bbl in 2003 to $38.90 per bbl in
2004.  Natural gas production was approximately 577,099 Mcf in 2004 compared
to 540,799 Mcf in 2003, and increase of approximately 7%. The increase gas
production is due primarily to bringing on-line our second Denton County gas
well.  Oil production was approximately 23,098 Bbls in 2004 compared to 28,747
in 2003, an approximate decrease of 20%.  The oil production decrease is
attributed to an east Texas property that was shut-in early in 2004.

Gas gathering and compression fee income was up slightly during 2004 as a
result of an increase in production from properties served by PPC.  The Company
charges a fee for transportation of gas from the well site to the purchaser's
pipeline, and in some cases provides and charges for compression services.

Interest income is up due to the Company's policy of investing excess cash
funds in higher earning money market accounts as opposed to checking accounts,
as well as the higher level of cash balances earning interest in 2004 as
compared to 2003.

Lease operating expenses were higher in 2004 because costs to operate have
increased.  As oil and gas prices have escalated, operating cost, costs of oil
field services and equipment have also increased.

Amortization of the full cost pot (depletion) was up in 2004 due to an increase
in the cost of acquisitions added to the full cost pot, the addition of
reserves and the resulting increase in production for the year.

General and administrative expenses increased approximately $257,000.
Approximately $227,000 was due to direct and indirect personnel costs of
salary, contract labor, payroll taxes, benefits and associated expenses
associated with the increased number of personnel from eight to 12 full-time
and from 39 to 44 part time and contract employees.  Approximately $30,000 was
a one-time expense related to legal fees, bank charges and closing costs
associated with the acquisition of the commercial office building.


                                   - 28 -

The increase in other revenues is due mainly to a $57,000 lease bonus paid
to the company, and approximately $15,000 of plant product sales by PPC.

Interest expense decreased due to payoff of the note payable to a related
party in May, 2003 and related amortization of the note discount.


Certain Factors That Could Affect Future Operations
---------------------------------------------------

Certain information contained in this report, as well as written and oral
statements made or incorporated by reference from time to time by the Company
and its representatives in other reports, filings with the Securities and
Exchange Commission, press releases, conferences, teleconferences or otherwise,
may be deemed to be 'forward-looking statements' within the meaning of Section
21E of the Securities Exchange Act of 1934 and are subject to the 'Safe Harbor'
provisions of that section.

Forward-looking statements include statements concerning the Company's and
management's plans, objectives, goals, strategies and future operations and
performance and the assumptions underlying such forward-looking statements.
When used in this document, the words "anticipates", "estimates", "expects",
"believes", "intends", "plans", and similar expressions are intended to
identify such forward-looking statements.  Actual results and developments
could differ materially from those expressed in or implied by such statements
due to these and other factors.





























                                   - 29 -

               Item 8. CONSOLIDATED FINANCIAL STATEMENTS AND
                        SCHEDULES INDEX AT PAGE 41


   Item 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
                           FINANCIAL DISCLOSURE

None

                     Item 9A. CONTROLS AND PROCEDURES

The Company's internal control over financial reporting is designed 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 in the United States of America
("GAAP").  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.  Accordingly, even internal controls
determined to be effective can provide only reasonable assurance that
information required to be disclosed in reports filed under the Securities
Exchange Act of 1934 is recorded, processed, summarized and represented within
the time periods required.  Furthermore, projections or any evaluation of the
effectiveness as to future periods are subject to the risk that such controls
may become inadequate due to changes in conditions, or that the degree of
compliance with the policies or procedures may deteriorate.

Evaluation of Disclosure Controls and Procedures

Management, under the supervision of the Chief Executive Officer and Chief
Financial Officer, evaluated the effectiveness of the Company's disclosure
controls and procedures as of December 31, 2005.  Based upon that most recent
evaluation, which was completed as of the end of the period covered by this
Form 10-K, the Chief Executive Officer and Chief Financial Officer have
concluded that the Company's disclosure controls and procedures were effective
at December 31, 2005, to ensure that information required to be disclosed in
reports that the Company files or submits under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time period
specified in Securities Exchange Commission Rules and Forms.

Changes in Internal Control Over Financial Reporting.

There have been no changes in the Registrant's internal control over financial
reporting during the quarter ended December 31, 2005, that have materially
affected, or are reasonably likely to materially affect, the Registrant's
internal control over financial reporting.

                        Item 9B. OTHER INFORMATION

Not Applicable





                                   - 30 -

                                 PART III

       Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

The Directors and Executive Officers of the Company and certain information
concerning them is set forth below:

      Name                      Age    Position
      ----------------------    ---    --------------------------------------

      Chris G. Mazzini           48    Chairman of the Board, Director and
                                       President

      Michelle H. Mazzini        44    Director, Vice President and Secretary

      Paul E. Cash               73    Director

All directors hold offices until the next annual meeting of the shareholders
or until their successors are duly elected and qualified.  Officers of the
Company serve at the discretion of the board of directors.

Business Experience
-------------------

Chris Mazzini, Chairman of the Board of Directors and President, graduated from
the University of Texas at Arlington in 1979 with a Bachelor of Science degree
in geology.  He started his career in the oil and gas industry in 1978, and
began as a petroleum geologist with Spindletop in 1979, working the Fort Worth
Basin of North Texas.  He became Vice President of Geology at Spindletop in
1982, and served in that capacity until he left the Company in 1985 when he
founded Giant Energy Corp. ("Giant").   Mr. Mazzini has served as President of
Giant since then. He rejoined the Company in December 1999 when he, through
Giant, purchased controlling interest from Mr. Cash.  Mr. Mazzini has been
Chairman of the Board of Directors and President of the Company since 1999 and
is a Certified and Licensed Petroleum Geologist.  Mr. Mazzini has worked
numerous geological basins throughout the United States with an emphasis on
the Fort Worth Basin.  He is responsible for several new field discoveries in
the Fort Worth Basin.

Michelle Mazzini, Vice President and General Counsel, received her Bachelor of
Science Degree in Business Administration (Major:  Accounting) from the
University of Southwestern Louisiana (now named University of Louisiana at
Lafayette) where she graduated magna cum laude in 1985.  She earned her law
degree from Louisiana State University where she graduated Order of the Coif
in 1988. Ms. Mazzini began her career with Thompson & Knight, a large law firm
in Dallas, where she focused her practice on general corporate and finance
transactions.  She also worked as Corporate Counsel for Alcatel USA, a global
telecommunications manufacturing corporation where her practice was broad-
based.  Ms. Mazzini serves as Vice President and General Counsel of the
Company.

Paul E. Cash, Director, is a graduate of The University of Texas (B.B.A.-
Accounting) and is a Certified Public Accountant.  He has been active in the
oil and gas industry for over 40 years, during which time he has served as

                                   - 31 -

financial officer of two publicly-owned companies, Texas Gas Producing Co.
and Landa Oil Co., and also served as president of publicly-owned Continental
American Royalty Co., Bloomfield Royalty Co., Southern Bankers Investment Co.,
Spindletop Oil & Gas Co. (a Utah Corporation), Double River Oil & Gas Co.,
and Loch Exploration Inc.  He has also been an officer and part owner of
several private oil and gas companies and partnerships.  Mr. Cash also
formerly served as Mayor of the City of Sunnyvale, Texas.

                               Key Employees

In addition to the services provided through the management contract with Giant
by Mr. Mazzini, Ms. Mazzini (both of whom have biographies listed above) and
the services of another Giant employee, the Company also relies extensively on
the key employees identified below.

Robert E. Corbin, Controller, has been a full-time employee of Spindletop
since April 2002.  From May 2001 until April 2002, Mr. Corbin was an
independent accounting consultant and devoted substantially all of his time
to Spindletop.  He has been active in the oil and gas industry for over 30
years, during which time he has served as financial officer of a publicly-held
company as well as several private oil and gas companies and partnerships.
Mr. Corbin graduated from Texas Tech University in 1969 with a BBA degree in
accounting and  began his accounting career as an auditor with Arthur Andersen
& Co. in 1970.  Mr. Corbin is a Certified Public Accountant.

Kent Fouret, Petroleum Geologist, has been a full-time employee of Spindletop
since September 2004.  He has over 26 years experience in the oil and gas
industry as a petroleum geologist.  Mr. Fouret graduated cum laude from
Texas A & M University in 1978 with a Bachelor of Science in Geology, and in
1980, received a Master of Science in Geology from Texas A & M University.
He has a large amount of experience in the Fort Worth Basin and is a Certified
Petroleum Geologist.

Mike Keen, Petroleum Engineer, joined the company in March, 2006.  Mr. Keen
has over 25 years experience in the oil and gas industry.   He graduated magna
cum laude from Rose-Hulman Institute of Technology in May 1975 with a Bachelor
of Science degree in Mechanical Engineering.  Mr. Keen started his career with
Texaco, Inc. in Great Bend, Kansas working primarily in the mid-continent
area.  Mr. Keen then moved to North Texas and went to work for Mitchell Energy
Corporation primarily focusing on the Fort Worth Basin.   He also worked for
Huffco in Indonesia, Aminoil in South Texas and most recently for Envirogas,
primarily in the Appalachian and Illinois Basins, before switching to the
"downstream" side of the industry to work for Indiana Gas Company the largest
gas utility in Indiana at the time.

Jack Koestline, Petroleum Engineer and Geologist, has been full-time employee
for Spindletop since January 2004.  Prior to that, he worked as a Petroleum
Engineer for BP Amoco in Alaska.  From 1981 to 1993, Mr. Koestline worked as
a Petroleum Geologist for Spindletop, with an emphasis on the Fort Worth Basin.
He has 26 years experience in the oil and gas industry.  Mr. Koestline
graduated in 1980 from the University of Texas at Arlington with a Bachelor of
Science Degree in Geology, and in 1998, received his Master of Science Degree
in Petroleum Engineering from the Colorado School of Mines.


                                   - 32 -

Dick A. Mastin, Petroleum Landman, has been a full-time employee of the
Company since February, 2006.  Mr. Mastin graduated cum laude from
Stephen F. Austin State University in 1980 with a Bachelor of Science in
Forestry and a minor in General Business.  From September of 1980 until
December of 1985, Mr. Mastin worked for Spindletop Oil & Gas Co. as a
Petroleum Landman.  He received his Masters of Science in Management and
Administrative Sciences from the University of Texas at Dallas in 1990.  In
January of 1987, he took a position with the Dallas office of the Federal
Bureau of Investigation.  After a year with the Bureau, he accepted a
position with the Internal Revenue Service as a Revenue Agent.  Fifteen of
his eighteen years with the Service were spent in the Large and Mid-Sized
Business unit auditing tax returns of the largest business entities.

Glenn E. Sparks is the Land Director and also acts as Associate General
Counsel to the Company.  Mr. Sparks was previously employed as a landman by
the Company from 1982 through 1986, prior to attending law school.  Mr. Sparks
holds a B.B.A. with a concentration in Finance from the University of Texas at
Arlington, and a J.D. from Texas Tech University School of Law.  From 1990 to
2005, Mr. Sparks practiced law in a private practice focusing primarily on oil
and gas law and real estate, as a partner in the law firm of Logan & Sparks,
PLLC, and has acted as outside legal counsel for the Company in numerous oil
and gas transactions during his years in private practice.  Mr. Sparks left
his private law practice and joined the Company again as an employee in his
current position in 2005.  Mr. Sparks is Board Certified in Oil & Gas Mineral
Law by the Texas Board of Legal Specialization.


                           Family Relationships

Michelle Mazzini, Vice President, Secretary and General Counsel is the wife
of Chris Mazzini, Chairman of the Board and President.


                 Involvement in Certain Legal Proceedings

None of the directors or executive officers of the Registrant, during the past
five years, has been involved in any civil or criminal legal proceedings,
bankruptcy filings or has been the subject of an order, judgment or decree of
any Federal or State authority involving Federal or State securities laws.


                     Item 11.  EXECUTIVE COMPENSATION

Cash Compensation
-----------------

For the year ended December 31, 2005, neither Mr. Mazzini nor Ms. Mazzini took
any salary from the Company.  None of the executive officers were paid cash
compensation by the Company at an annual rate in excess of $100,000.
Mr. Mazzini and Ms. Mazzini are both employed by Giant.  Management fees the
Company paid to Giant are used to reimburse a portion of Mr. Mazzini's,
Ms. Mazzini's and other Giant employees' salaries for time spent working on
matters for the Company.


                                   - 33 -

                       Compensation Pursuant to Plan

None



                            Other Compensation

Key employees and officers of the Company, may sometimes be assigned overriding
royalty interests and/or carried working interest in prospects acquired by or
generated by the Company.  These interests normally vary from less than one
percent to three percent for each employee or officer.  There is no set formula
or policy for such program, and the frequency and amounts are largely
controlled by the economics of each particular prospect.

During 2005, the Company issued 20,000 shares of restricted stock out of
Treasury Stock to a key employee pursuant to an employment package.  See
Footnote No. 7, to the Financial Statements for further detail.

Compensation of Directors
-------------------------

Directors are not currently compensated nor are there plans to compensate them
for their services on the board.  In 2006, subsequent to year-end Mr. Cash was
paid a director's fee of $10,000 to compensate him for his position as the
Board of Directors' Financial Expert.

         Termination of Employment and Change of Control Arrangement

There are no plans or arrangements for payment to officers or directors upon
resignation or a change in control of the Registrant.
























                                   - 34 -

  Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

Security Ownership of Certain Beneficial Owners and Managers
------------------------------------------------------------

The table below sets forth the information indicated regarding ownership of
the Registrant's common stock, $.01 par value, the only outstanding voting
securities, as of December 31, 2005 with respect to: (i) any person who is
known to the Registrant to be the owner of more than five percent (5%) of the
Registrant's common stock; (ii) the common stock of the Registrant beneficially
owned by each of the directors of the Registrant and,  (iii) by all officers
and directors as a group.  Each person has sole investment and voting power
with respect to the shares indicated, except as otherwise set forth in the
footnotes to the table.


                                                                Pct Based On
                                                    Nature of    Outstanding
    Name and Address                     Number    Beneficial     Percent of
  Of Beneficial Owner                  of Shares    Ownership       Class
----------------------------------- -------------- ----------- ---------------
Chris Mazzini                          5,900,543       (1)           77%
12850 Spurling Rd., Suite 200
Dallas, Texas 75230

Paul E. Cash                             308,468      Direct          4%
12850 Spurling Rd., Suite 200
Dallas, Texas 75230

All officers and directors
as a group                             6,209,011                     81%

(1)  Chris Mazzini directly owns 39,654 shares (1%).  Giant Energy Corp.,
directly owns 5,860,889 shares (76%).  Chris Mazzini owns 100% of the common
stock of Giant Energy Corp.



Changes in control
------------------

The Company is not aware of any arrangements or pledges with respect to its
securities that may result in a change in control of the Company.


          Item 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

Transactions with management and others
---------------------------------------

Certain officers, directors and related parties, including entities controlled
by Mr. Mazzini, the President and Chief Executive Officer, have engaged in
business transactions with the Company which were not the result of arm's
length negotiations between independent parties.  Our management believes that

                                   - 35 -

the terms of these transactions were as favorable to us as those that could
have been obtained from unaffiliated parties under similar circumstances.
All future transactions between us and our affiliates will be on terms no less
favorable than could be obtained from unaffiliated third parties and will be
approved by a majority of the disinterested members of our Board of Directors.

There is a management services agreement between Giant and the Company.
Details of the agreement are shown below under Certain Business Relationships.

During 2005 the Company participated in the drilling of the Giant Energy Corp.
Porter #2 well, a vertical Barnett Shale well in Parker County, Texas, which
was completed in June 2005 with an initial production of 128 MCFG/D and 1 BO/D.
The Company owns a 35% working interest and a 26.25% net revenue interest in
the Porter #2 well.  Giant Energy Corp owns a 19% working interest (15.2% net
revenue interest) and Chris Mazzini owns a 3.9% overriding royalty interest in
the well.

Chris G. Mazzini and Michelle H. Mazzini, through a limited partnership in
which they are limited partners, started an oil field service company which
provides roustabout and swabbing services at rates which are at or below market
to the Company.  The oil field service company plans to expand equipment and
services they provide.  This oil field services company does work exclusively
for the Company and its parent company Giant Energy Corp.  The Company benefits
by having immediate access to services in a tight market.

Certain Business Relationships
------------------------------

The Long-term Debt, which is secured by the commercial office building, is also
guaranteed individually by Chris G. Mazzini and Michelle H. Mazzini, related
parties.

There is a management services agreement between Giant and the Company which
has been in effect since 1999.  This agreement provides monthly payments from
the Company to Giant in the amount of $20,000 in exchange for several of
Giant's personnel providing management, administrative and other services to
the Company and for the use of certain Giant assets.  We believe the management
services agreement described above was made on terms no less favorable than if
we had entered into the transaction with an unrelated party.

Key employees and officers of the Company may sometimes be assigned overriding
royalty interests and/or carried working interests in prospects acquired by or
generated by the Company.  These interests normally vary from less than one
percent to three percent for each employee or officer.  There is no set formula
or policy for such program, and the frequency and amounts are largely
controlled by the economics of each particular prospect.  We believe that these
types of compensation arrangements enable us to attract, retain and provide
additional incentives to qualified and experienced personnel.







                                   - 36 -

             Item 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES

The following table sets forth the aggregate fees for professional services
rendered to Spindletop Oil & Gas Co. and Subsidiaries for the years 2005 and
2004 by accounting firm, Farmer, Fuqua, & Huff, P.C.

             Type of Fees             2005               2004

             Audit Fees              14,000             14,000
             Audit related fees         -                  -
             Tax fees                   -                  -
             All other fees             -                  -

Members of the Board of Directors (the "Board") fulfill the responsibilities
of an audit committee and have established policies and Procedures for the
approval and pre-approval of audit services and permitted non-audit services.
The Board has the responsibility to engage and terminate Farmer, Fuqua, & Huff,
P.C. independent auditors, to pre-approve their performance of audit services
and permitted non-audit services, to approve all audit and non-audit fees, and
to set guidelines for permitted non-audit services and fees.  All the fees for
2005 and 2004 were pre-approved by the Board or were within the pre-approved
guidelines for permitted non-audit services and fees established by the Board,
and there were no instances of waiver of approved requirements or guidelines
during the same periods.































                                   - 37 -


                                  PART IV

           Item 15.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

  (a)  The following documents are filed as a part of this report:


       (1) FINANCIAL STATEMENTS:  The following financial statements of the
           Registrant and Report of Independent Registered Public Accounting
           Firm therein are filed as part of this Report on Form 10-K:

                                                                  Page
           Report of Farmer, Fuqua & Huff, P.C
           Independent Registered Public Accounting Firm           42

           Consolidated Balance Sheets                             43

           Consolidated Statement of Income                        45

           Consolidated Statement of Changes in
              Stockholders' Equity                                 46

           Consolidated Statements of Cash Flows                   47

           Notes to Consolidated Financial Statements              48


       (2) FINANCIAL STATEMENT SCHEDULES:  Other financial statement schedules
           have been omitted because the information required to be set forth
           therein is not applicable, is immaterial or is shown in the
           consolidated financial statements or notes thereto.


       (3) EXHIBITS

The following documents are filed as exhibits (or are incorporated by
reference as indicated) into this Report:


    Exhibit
  Designation                      Description

      3.1    Articles of Incorporation of Spindletop Oil & Gas Co. (previously
             filed with our 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. (previously filed with our
             General Form for Registration of Securities on Form 10, filed
             with the Commission on August 14, 1990)

      14*    Code of Ethics for Senior Financial Officers

      21*    Subsidiaries of the Registrant

                                   - 38 -

     31.1*   Rule 13a-14(a) Certification of Chief Executive Officer

     31.2*   Rule 13a-14(a) Certification of Chief Financial Officer

      32*    Officers' Section 1350 Certifications
-----------------------------
* Filed herewith

(b) The Index of Exhibits is included following the Financial Statement
Schedules beginning at page 52 of this Report.

(c) The Index to Consolidated Financial Statements and Supplemental Schedules
is included following the signatures, beginning at page 28 of this Report.










































                                   - 39 -



                                SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Company has duly caused this Report to be signed on its behalf
by the undersigned, thereunto duly authorized.

SPINDLETOP OIL & GAS CO.

Dated: April 14, 2006

                                    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 Company and in the
capacities and on the dates indicated.


Signatures                          Capacity                Date
Principal Executive Officers:

/s/ Chris Mazzini
___________________________________ President, Director     April 14, 2006
Chris Mazzini                      (Principal Executive
                                    Officer)



/s/  Michelle Mazzini
___________________________________ Vice President,         April 14, 2006
Michelle Mazzini                    Secretary, Director



/s/  Robert E. Corbin
___________________________________ Controller (Principal   April 14, 2006
Robert E. Corbin                    Financial and
                                    Accounting Officer)



/s/ Paul E. Cash
___________________________________ Director                April 14, 2006
Paul E. Cash






                                   - 40 -

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
         Index to Consolidated Financial Statements and Schedules


                                                                   Page


Report of Independent Registered Public Accounting Firm              42

Consolidated Balance Sheets - December 31, 2005 and 2004             43

Consolidated Statements of Income for the years
    Ended December 31, 2005, 2004 and 2003                           45

Consolidated Statements of Changes in Shareholders'
    Equity for the years ended December 31, 2005, 2004, and 2003.    46

Consolidated Statements of Cash Flows for the years ended
    December 31, 2005, 2004 and 2003                                 47

Notes to Consolidated Financial Statements                           48

Schedules for the years ended December 31, 2005, 2004 and 2003
     II - Valuation and Qualifying Accounts                          68
    III - Real Estate and Accumulated Depreciation                   69


All other schedules have been omitted because they are not applicable, not
required, or the information has been supplied in the consolidated financial
statements or notes thereto.

























                                   - 41 -


          REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Spindletop Oil & Gas Co.

We have audited the accompanying consolidated balance sheets of Spindletop
Oil & Gas Co. (A Texas Corporation) and subsidiaries as of December 31, 2005
and 2004, and the related consolidated statements of income, shareholders'
equity and cash flows for each of the years in the three-year period ended
December 31, 2005.  These consolidated financial statements are the
responsibility of the company's management. Our responsibility is to express
an opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
consolidated financial statements are free of material misstatement. The
company is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.  Our audit included
consideration of internal control over financial reporting as a basis for
designing audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the company's
internal control over financial reporting.  Accordingly, we express no such
opinion.  An audit also includes examining, on a test basis, evidence
supporting the amounts and disclosures in the consolidated financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.    We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Spindletop
Oil & Gas Co. and subsidiaries as of December 31, 2005 and 2004, and the
consolidated results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 2005 in conformity with
accounting principles generally accepted in the United States of America.

Our audits were made for the purpose of forming an opinion on the basic
consolidated financial statements taken as a whole. The schedules listed in
the index of consolidated financial statements are presented for purposes of
complying with the Securities and Exchange Commission's rules and are not part
of the basic consolidated financial statements.  These schedules have been
subjected to the auditing procedures applied in the audits of the basic
consolidated financial statements and, in our opinion, fairly state, in all
material respects, the financial data required to be set forth therein in
relation to the basic consolidated financial statements taken as a whole.

FARMER FUQUA & HUFF, P.C.



Plano, Texas
April 13, 2006

                                   - 42 -

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
                        CONSOLIDATED BALANCE SHEETS


                                                        As of December 31
                                                   --------------------------
                                                       2005          2004
                                                   -----------    -----------
                ASSETS

Current Assets
  Cash                                             $ 5,508,000    $ 4,352,000
  Accounts receivable, trade                         1,228,000        617,000
  Prepaid income tax                                       -          190,000
                                                   -----------    -----------
    Total current assets                             6,736,000      5,159,000
                                                   -----------    -----------

Property and Equipment, at cost
  Oil and gas properties (full cost method)          6,819,000      5,983,000
  Rental equipment                                     399,000        399,000
  Gas gathering systems                                145,000        145,000
  Other property and equipment                         157,000        102,000
                                                   -----------    -----------
                                                     7,520,000      6,629,000
  Accumulated depreciation and amortization         (4,807,000)    (4,059,000)
                                                   -----------    -----------
    Total property and equipment, net                2,713,000      2,570,000
                                                   -----------    -----------

Real Estate Property, at cost
  Land                                                 688,000        688,000
  Commercial office building                         1,298,000      1,298,000
  Accumulated depreciation                             (49,000)        (1,000)
                                                   -----------    -----------
    Total real estate property, net                  1,937,000      1,985,000
                                                   -----------    -----------

Other Assets                                             1,000          1,000
                                                   -----------    -----------
Total Assets                                       $11,387,000    $ 9,715,000
                                                   ===========    ===========











The accompanying notes are an integral part of these statements.

                                   - 43 -

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
                 CONSOLIDATED BALANCE SHEETS - (Continued)


                                                        As of December 31
                                                   --------------------------
                                                       2005           2004
                                                   -----------    -----------
   LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Notes payable, current portion                   $   120,000    $   120,000
  Accounts payable and accrued liabilities           1,943,000      2,068,000
  Income tax payable                                    20,000            -
  Tax savings benefit payable                           97,000         97,000
                                                   -----------    -----------
    Total current liabilities                        2,180,000      2,285,000
                                                   -----------    -----------

Noncurrent Liabilities
  Notes payable, long-term portion                   1,440,000      1,680,000
  Asset Retirement Obligation                          239,000            -
                                                   -----------    -----------
    Total noncurrent liabilities                     1,679,000      1,680,000
                                                   -----------    -----------

Deferred income tax payable                            794,000        461,000
                                                   -----------    -----------

Shareholders' Equity
  Common stock, $.01 par value; 100,000,000
   Shares authorized; 7,677,471 shares
   issued and 7,585,803 shares outstanding at
   December 31, 2005. 7,667,471 shares
   issued and 7,565,803 shares outstanding at
   December 31, 2004.                                   77,000         77,000
Additional paid-in capital                             831,000        806,000
Treasury Stock at cost                                 (42,000)       (45,000)
Retained earnings                                    5,868,000      4,451,000
                                                   -----------    -----------
  Total shareholders' equity                         6,734,000      5,289,000
                                                   -----------    -----------

Total Liabilities and Shareholders' Equity         $11,387,000    $ 9,715,000
                                                   ===========    ===========








The accompanying notes are an integral part of these statements.

                                   - 44 -

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
                    CONSOLIDATED STATEMENTS OF INCOME


                                                Years Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
Revenues
  Oil and gas revenue                     $ 5,541,000 $ 4,039,000 $ 3,100,000
  Revenue from lease operations               120,000     127,000      92,000
  Gas gathering, compression and
  Equipment rental                            167,000     158,000     152,000
  Real estate rental income                   302,000       3,000         -
  Interest income                             132,000     100,000     107,000
  Other                                       133,000      88,000       7,000
                                          ----------- ----------- -----------
    Total revenue                           6,395,000   4,515,000   3,458,000
                                          ----------- ----------- -----------

Expenses
  Lease operations                          1,747,000   1,235,000   1,237,000
  Pipeline and rental operations               29,000      24,000      30,000
  Real estate operations                      484,000       2,000         -
  Depreciation and amortization               795,000     498,000     331,000
  General and administrative                1,125,000     903,000     646,000
  Interest expense                            105,000         -         3,000
                                          ----------- ----------- -----------
    Total expenses                          4,285,000   2,662,000   2,247,000
                                          ----------- ----------- -----------
Income before income tax                    2,110,000   1,853,000   1,211,000
                                          ----------- ----------- -----------

Current tax provision                         360,000     144,000     385,000
Deferred tax provision                        333,000     443,000    (161,000)
                                          ----------- ----------- -----------
                                              693,000     587,000     224,000
                                          ----------- ----------- -----------

Net income                                $ 1,417,000 $ 1,266,000 $   987,000
                                          =========== =========== ===========

Earnings per Share of Common Stock
  Basic                                     $  0.19     $  0.16     $  0.13
                                          =========== =========== ===========
  Diluted                                   $  0.19     $  0.16     $  0.13
                                          =========== =========== ===========

Weighted Average Shares Outstanding        7,573,365   7,567,875   7,536,740
                                          =========== =========== ===========
Diluted Shares Outstanding                 7,573,365   7,592,670   7,648,110
                                          =========== =========== ===========

The accompanying notes are an integral part of these statements.

                                   - 45 -

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
        CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
                YEARS ENDED DECEMBER 31, 2005 2004 and 2003

                                     Additional     Treasury
                      Common Stock     Paid-In        Stock         Retained
                    Shares   Amount    Capital   Shares   Amount    Earnings
                  --------- -------- ---------- -------- -------- -----------
Balance at
December 31, 2002 7,582,471 $ 76,000 $  776,000  103,334 $(18,000)$ 2,198,000

Issuance of 25,000
Shares of Common
Stock for the
Purchase of a
Drilling prospect    25,000      -          -        -        -           -

Issuance of 70,000
Shares of Common
Stock upon exercise
of stock option      70,000    1,000     20,000      -        -           -

Net Income              -        -          -        -        -       987,000
                  --------- -------- ---------- -------- -------- -----------
Balance at
December 31, 2003 7,677,471   77,000    796,000  103,334  (18,000)  3,185,000

Purchase of
Treasury Stock          -        -          -     83,334  (40,000)        -

Issuance of 75,000
shares of Common Stock
upon exercise of option
out of Treasury Stock   -        -       10,000  (75,000)  13,000         -

Net Income              -        -          -        -        -     1,266,000
                  --------- -------- ---------- -------- -------- -----------
Balance at
December 31, 2004 7,677,471 $ 77,000 $  806,000  111,668 $(45,000)$ 4,451,000

Issuance of 20,000
shares of Common Stock
out of Treasury Stock
as part of an employee
compensation package    -        -       25,000  (20,000)   3,000         -

Net Income              -        -          -        -        -     1,417,000
                  --------- -------- ---------- -------- -------- -----------
Balance at
December 31, 2005 7,677,471 $ 77,000 $  831,000   91,668 $(42,000)$ 5,868,000
                  ========= ======== ========== ======== ======== ===========


The accompanying notes are an integral part of these statements.

                                   - 46 -
                 SPINDLETOP OIL & GAS CO AND SUBSIDIARIES
                   CONSOLIDATED STATEMENTS OF CASH FLOWS

                                                Years Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
Cash Flows from Operating Activities

  Net Income                              $ 1,417,000 $ 1,266,000 $   987,000
  Reconciliation of net income
    to net cash provided by
    Operating Activities
     Depreciation and amortization            795,000     498,000     331,000
     Amortization of note discount                -           -        (3,000)
     Changes in accounts receivable          (611,000)    (52,000)   (291,000)
     Changes in prepaid income tax            190,000    (190,000)    109,000
     Changes in accounts payable             (125,000)  1,106,000     548,000
     Changes in current taxes payable          20,000    (278,000)    278,000
     Changes in deferred taxes payable        333,000     443,000    (161,000)
     Changes in other assets                      -         1,000      (2,000)
                                          ----------- ----------- -----------
Net cash provided by operating
  activities                                2,019,000   2,794,000   1,796,000
                                          ----------- ----------- -----------
Cash flows from Investing Activities
  Capitalized acquisition, exploration
    and development costs                    (619,000)    (884,000)(1,162,000)
  Purchase of property and equipment          (55,000)     (18,000)       -
  Purchase of commercial office building          -       (185,000)       -
  Proceeds from sale of properties             23,000         -          -
                                          ----------- ----------- -----------
Net cash provided by (used for) investing
  activities                                 (651,000) (1,087,000) (1,162,000)
                                          ----------- ----------- -----------
Cash Flows from Financing Activities
  Repayment of note payable related party         -           -       (39,000)
  Repayment of note payable to a bank        (240,000)        -           -
  Purchase of treasury stock                      -       (40,000)        -
  Sale of common stock                         28,000      23,000      21,000
                                          ----------- ----------- -----------
Net cash used for financing
  activities                                 (212,000)    (17,000)    (18,000)
                                          ----------- ----------- -----------

Increase in cash                            1,156,000   1,690,000     616,000

Cash at beginning of period                 4,352,000   2,662,000   2,046,000
                                          ----------- ----------- -----------
Cash at end of period                     $ 5,508,000 $ 4,352,000 $ 2,662,000
                                          =========== =========== ===========



The accompanying notes are an integral part of these statements.

                                   - 47 -

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


1. BASIS OF PRESENTATION AND ORGANIZATION

Merger and Basis of Presentation
--------------------------------

On July 13, 1990, Prairie States Energy Co., a Texas corporation, (the Company)
merged with Spindletop Oil & Gas Co., a Utah corporation (the Acquired Company)
The name of Prairie States Energy Co. was changed to Spindletop Oil & Gas Co.,
a Texas corporation at the time of the merger.

Organization and Nature of Operations
-------------------------------------

The Company was organized as a Texas corporation in September 1985, in
connection with the Plan of Reorganization ("the Plan"), effective September 9,
1985, of Prairie States Exploration, Inc., ("Exploration"), a Colorado
corporation, which had previously filed for Chapter 11 bankruptcy. In
connection with the Plan, Exploration was merged into the Company, with the
Company being the surviving corporation.  After giving effect to the stock
split discussed in Note 2, up to a total of 166,667 of the Company's common
shares may be issued to Exploration's former shareholders.  As of December 31,
2005, 2004, and 2003, 122,436 shares have been issued to former shareholders
in connection with the Plan.

Spindletop Oil & Gas Co. is engaged in the exploration, development and
production of oil and natural gas; and through one of its subsidiaries, the
gathering and marketing of natural gas.

On December 27, 2004, the Company purchased a commercial office building and
related land. The building contains approximately 46,286 of rentable square
feet, of which the Company occupies approximately 8,668 square feet as its
corporate office headquarters.  The Company leases the remaining space in the
building to non-related third party commercial tenants at prevailing market
rates.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

A summary of the significant accounting policies consistently applied in the
preparation of the accompanying financial statements follows:

Consolidation
-------------

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




                                   - 48 -

Oil and Gas Properties
----------------------

The Company follows the full cost method of accounting for its oil and gas
properties.  Accordingly, all costs associated with acquisition, exploration
and development of oil and gas reserves are capitalized and accounted for in
cost centers, on a country-by-country basis.  If unamortized costs within a
cost center exceed the cost center ceiling (as defined), the excess is charged
to expense during the year in which the excess occurs.

Depreciation and amortization for each cost center are computed on a composite
unit-of-production method, based on estimated proven reserves attributable to
the respective cost center. All costs associated with oil and gas properties
are currently included in the base for computation and amortization.  Such
costs include all acquisition, exploration and development costs. All of the
Company's oil and gas properties are located within the continental United
States.

Gains and losses on sales of oil and gas properties are treated as adjustments
of capitalized costs. Gains or losses on sales of property and equipment,
other than oil and gas properties, are recognized as part of operations.
Expenditures for renewals and improvements are capitalized, while expenditures
for maintenance and repairs are charged to operations as incurred.

Property and Equipment
----------------------

The Company, as operator, leases equipment to owners of oil and gas wells, on
a month-to-month basis.

The Company, as operator, transports gas through its gas gathering systems,
in exchange for a fee.

Depreciation is provided in amounts sufficient to relate the cost of
depreciable assets to operations over their estimated service lives (5 to 10
years for rental equipment and gas gathering systems, 4 to 5 years for other
property and equipment).  The straight-line method of depreciation is used
for financial reporting purposes, while accelerated methods are used for tax
purposes.

Real Estate Property
--------------------

The Company owns land along with a two-story commercial office building which
is situated thereon. The Company occupies a portion of the building as its
primary corporate headquarters, and leases the remaining space in the building
to non-related third party commercial tenants at prevailing market rates.
The Company depreciates the commercial office using the straight-line method
of depreciation for financial statement and income tax purposes.






                                   - 49 -

Inventory
---------

Inventory consists of oil field materials and supplies, stated at the lower of
average cost or market.

Investments in Real Estate and Oil and Gas Properties
-----------------------------------------------------

All investments in oil and gas properties and in real estate holdings are
stated at cost or adjusted carrying value.  Statement of Financial Accounting
Standards No. 144, "Accounting for the Impairment or Disposal of Long-Lived
Assets" ("SFAS No. 144"), requires that a property be considered impaired if
the sum of the expected future cash flows (undiscounted and without interest
charges) is less than the carrying amount of the property.  If impairment
exists, an impairment loss is recognized by a charge against earning equal to
the amount by which the carrying amount of the property exceeds fair market
value less cost to sell the property.  If impairment of a property is
recognized, the carrying amount of the property is reduced by the amount of
the impairment, and a new cost for the property is established.  Depreciation
is provided over the properties estimated remaining useful life.  There was no
charge to earnings during 2005 due to impairment of oil and gas properties or
real estate holdings.

Accounting for Asset Retirement Obligations
-------------------------------------------

The Company adopted Statement of Financial Accounting Standards No. 143 ("SFAS
143") "Accounting for Asset Retirement Obligations" on December 31, 2005.  The
adoption of SFAS 143 on December 31, 2005 resulted in a cumulative effect
adjustment to record a $239,000 increase in the carrying value of our oil and
gas properties, and an asset retirement obligation liability of the same
amount.  This statement requires us to record a liability in the period in
which an asset retirement obligation ("ARO") is incurred, in an amount equal
to the discounted estimated fair value of the obligation that is capitalized.
Thereafter, each quarter, this liability is accreted up to the final retirement
cost.  The determination of our ARO is based on our estimate of the future cost
to plug and abandon our oil and gas wells.  The actual costs could be higher or
lower than our current estimates.

Income Taxes
------------

The Company accounts for income taxes pursuant to Statement of Financial
Accounting Standards No. 109  "Accounting for Income Taxes" (SFAS 109), which
requires the recognition of deferred tax liabilities and assets for the
expected future tax consequences of events that have been recognized in the
Company's financial statements or tax returns. Under this method, deferred tax
liabilities and assets are determined based on the difference between the
financial statement carrying amounts and tax bases of assets and liabilities,
using enacted tax rates in effect in the years in which the differences are
expected to reverse.  The temporary differences primarily relate to
depreciation, depletion and intangible drilling costs.


                                   - 50 -

Use of Estimates
----------------

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions
that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.


3.  ACCOUNTS RECEIVABLE
                                                         December 31,
                                                 ----------------------------
                                                     2005            2004
                                                 ------------    ------------
      Trade                                      $    160,000    $    268,000
      Accrued receivable                            1,082,000         379,000
                                                 ------------    ------------
                                                    1,242,000         647,000
      Less: Allowance for losses                      (14,000)        (30,000)
                                                 ------------    ------------
                                                 $  1,228,000    $    617,000
                                                 ============    ============

4.  ACCOUNTS PAYABLE
                                                         December 31,
                                                 ----------------------------
                                                     2005            2004
                                                 ------------    ------------
      Trade payables                             $    137,000    $  1,053,000
      Production proceeds payable                   1,739,000         929,000
      Other                                            67,000          86,000
                                                  -----------    ------------
                                                  $ 1,943,000    $  2,068,000
                                                  ===========    ============


5.  NOTES PAYABLE
                                                         December 31,
                                                 ----------------------------
                                                     2005           2004
                                                 ------------    ------------
Note payable to a bank with monthly
principal payments of $10,000 plus
Accrued interest; interest at a
variable annual interest rate based
upon an index which is the Treasury
Securities Rate for a term of seven
years, plus 2.20%.  The interest rate
is subject to change on the first day
of each seven year anniversary after



                                   - 51 -

the date of the note based on the Index
then in effect.  As of the date of the
Loan, the annual interest rate was
6.11%.  The note is collateralized by
land and commercial office building,
plus a guarantee by certain related
parties.                                         $  1,560,000    $  1,800,000

Less current maturities                               120,000         120,000
                                                 ------------    ------------
  Total notes payable, long-term portion         $  1,440,000    $  1,680,000
                                                 ============    ============

Estimated annual maturities for long-term debt are as follows:

                          2006            $   120,000
                          2007                120,000
                          2008                120,000
                          2009                120,000
                          2010                120,000
                        thereafter            960,000


6. RELATED PARTY TRANSACTIONS

Since 1999 Giant has charged the Company a fee pursuant to a management
services agreement.  This agreement provides monthly payments from the Company
to Giant in the amount of $20,000 in exchange for several of Giant's personnel
providing management, administrative and other services to the Company and for
the use of certain Giant assets.

The Company has guaranteed a $50,000 letter of credit and a $25,000 letter of
credit issued by a credit union for the benefit of two affiliated companies in
favor of the Railroad Commission of Texas.  These letters of credit were issued
in accordance with the filing of a P-5 Organization Report as required by the
Texas Natural Resources Code in order to perform operations within the
jurisdiction of the Railroad Commission of Texas.  These letters of credit are
secured by a restriction of certain funds of the Company on deposit at the
credit union issuing the letters of credit.

The Long-term Debt, which is secured by the commercial office building, is
also guaranteed individually by Chris G. Mazzini and Michelle H. Mazzini,
related parties.

7. COMMON STOCK

Effective August 15, 2005, the Company issued 20,000 shares of restricted
common stock to a key employee pursuant to an employment package.  The shares
were valued at $1.44 per share, a 60% discount from the believed market value
for free trading shares at the time of issue of $3.60 per share.  The discount
was determined based in part on the fact that the shares were restricted and
could not be sold or traded for at least one year from date of issue.  The
amount was expensed as general and administrative expense.  The shares of


                                   - 52 -
common stock were issued out of Treasury Stock and reduced the amount of the
Company's common stock held in Treasury from 111,668 to 91,668 shares.


8. INCOME TAXES

The Company accounts for income taxes pursuant to Statement of Financial
Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS 109).
SFAS 109 utilizes the liability method of computing deferred income taxes.

In connection with the Plan discussed in Note 1, the Company agreed to pay,
in cash, to Exploration's unsecured creditors, as defined, one-half of the
future reductions of Federal income taxes which were directly related to any
allowed carryovers of Exploration's net operating losses and investment tax
credits.  Such payments are to be made on a pro-rata basis.  Amounts incurred
under this agreement, which are considered contingent consideration under APB
No. 16, totaled $ -0-, $ -0-, and $ -0- in 2005, 2004 and 2003, respectively.
As of December 31, 2005 the Company has not received a ruling from the Internal
Revenue Service concerning the net operating loss and investment credit
carryovers.  Until the tax savings which result from the utilization of these
carry-forwards is assured, the Company will not pay to Exploration's unsecured
creditors any of the tax savings benefit.  As of December 31, 2005 and 2004,
the Company owes $97,000 respectively to Exploration's unsecured creditors.

In calculating tax savings benefits described above, consideration was given
to the alternative minimum tax, where applicable, and the tax effects of
temporary differences, as shown below:

Income tax differed from the amounts computed by applying an effective U.S.
federal income tax rate of 34% to pretax income in 2005, 2004 and 2003 as a
result of the following:

                                               2005         2004        2003
                                          -----------  ----------  ----------
    Computed expected tax expense         $   718,000  $  649,000  $  424,000
    Miscellaneous timing differences
      related to book and tax depletion
      differences and the expensing of
      intangible drilling costs              (358,000)   (505,000)    (39,000)
                                          -----------  ----------  ----------
                                          $   360,000  $  144,000  $  385,000
                                          ===========  ==========  ==========


Deferred income taxes reflect the effects of temporary differences between the
tax bases of assets and liabilities and the reported amounts of those assets
and liabilities for financial reporting purposes. Deferred income taxes also
reflect the value of net operating losses, investment tax credits and an
offsetting valuation allowance.  The Company's total deferred tax assets and
corresponding valuation allowance at December 31, 2005 and 2004 consisted of
the following:





                                   - 53 -

                                                         December 31,
                                                 ----------------------------
                                                      2005            2004
                                                 ------------    ------------
  Deferred tax assets
    Investment tax credit carry-forwards         $        -      $      1,000
    Depreciation, depletion and amortization          441,000         497,000
    Other, net                                          9,000           8,000
                                                 ------------    ------------
      Total                                           450,000         506,000

  Deferred tax liabilities
    Expired leasehold                                 (58,000)        (50,000)
    Intangible drilling costs                      (1,186,000)       (917,000)
                                                  ------------    ------------
  Net deferred tax liability                         (794,000)       (461,000)
                                                  ============    ============


9. CASH FLOW INFORMATION

The Company does not consider any of its assets, other than cash and
certificates of deposit shown as cash on the balance sheet, to meet the
definition of a cash equivalent.

Net cash provided by operating activities includes cash payments for interest
of $105,000, $ -0- and $ -0- for the years 2005, 2004 and 2003, respectively.
Also included are cash payments for taxes of $373,000, $260,000, and $ 122,000
in 2005, 2004 and 2003, respectively.

Excluded from the Consolidated Statements of Cash Flows were the effects of
certain non-cash investing and financing activities, as follows:

                                               2005        2004        2003
                                           ----------- ----------- -----------
  Addition to Oil & Gas Properties by
    recognition of Asset Retirement
    Obligation                             $   239,000         -           -
  Purchase of land and commercial office
    building in exchange for note payable          -     1,800,000         -
  Accounts Receivable, Other in
  Exchange for the sale of interest
    in non-operated oil & gas lease                -           -       735,000
  Acquisition of various mineral
    interests                                      -           -       (97,000)
                                           ----------- ----------- -----------
                                           $   239,000 $ 1,800,000 $   638,000
                                           =========== =========== ===========

10. EARNINGS PER SHARE

Earnings per share ("EPS") are calculated in accordance with Statement of
Financial Accounting Standards No. 128, Earnings per Share (SFAS 128), which
was adopted in 1997 for all years presented.  Basic EPS is computed by dividing

                                   - 54 -

income available to common shareholders by the weighted average number of
common shares outstanding during the period.  The adoption of SFAS 128 had no
effect on previously reported EPS.  Diluted EPS is computed based on the
weighted number of shares outstanding, plus the  additional common shares that
would have been issued had the options outstanding been exercised.

11. CONCENTRATIONS OF CREDIT RISK

As of December 31, 2005, the Company had approximately $3,167,000 in accounts
at one bank, including $535,000 of short term certificates of deposit and
$1,941,000 in one Credit Union.  The Company also had $200,000 invested in
short term certificates of deposit at each of two other banking institutions.

Most of the Company's business activity is located in Texas.  Accounts
receivable as of December 31, 2005 and 2004 are due from both individual and
institutional owners of joint interests in oil and gas wells as well as
purchasers of oil and gas.  A portion of the Company's ability to collect
these receivables is dependent upon revenues generated from sales of oil and
gas produced by the related wells.


12. FINANCIAL INSTRUMENTS
The estimated fair value of the Company's financial instruments at
December 31, 2005 and 2004 follow:

                                -------- 2005 ------    -------- 2004 -------
                                Carrying       Fair     Carrying       Fair
                                 Amount       Value      Amount       Value
                              ----------- ----------- ----------- -----------
     Cash                     $ 5,508,000 $ 5,508,000 $ 4,352,000 $ 4,352,000
     Accounts receivable        1,228,000   1,228,000     617,000     617,000

The fair value amounts for each of the financial instruments listed above
approximate carrying amounts due to the short maturities of these instruments.

13. COMMITMENTS AND CONTINGENCIES

In connection with the Plan of Reorganization discussed in Note 1, the Company
agreed to pay, in cash, to Exploration's unsecured creditors, as defined, one-
half of the future reduction of Federal income taxes which were directly
related to any allowed carryovers of Exploration's net operating losses and
investment tax credits existing at the time of the reorganization.

The Company's oil and gas exploration and production activities are subject to
Federal, State and environmental quality and pollution control laws and
regulations.  Such regulations restrict emission and discharge of wastes from
wells, may require permits for the drilling of wells, prescribe the spacing
of wells and rate of production, and require prevention and clean-up pollution.

Although the Company has not in the past incurred substantial costs in
complying with such laws and regulations, future environmental restrictions
or requirements may materially increase the Company's capital expenditures,
reduce earnings, and delay or prohibit certain activities.


                                   - 55 -

At December 31, 2005 the Company has acquired bonds and letters of credit
issued in favor of various state regulatory agencies as mandated by state law
in order to comply with financial assurance regulations required to perform
oil and gas operations within the various state jurisdictions.

The Company has eleven, $5,000 single-well bonds totaling $55,000 with an
insurance company, for wells the Company operates in Alabama.  The bonds are
written for a three year period.  The Company also has a single-well bond in
the amount of $10,000 with a different insurance company for a well operated
in New Mexico.  This bond renews annually.

The Company has nine letters of credit from a credit union issued for the
benefit of various state regulatory agencies in Texas, Oklahoma, and Louisiana,
ranging in amounts from $25,000 to $50,000 and totaling $300,000.  These
letters of credit have expiration dates that range from April 30, 2006 through
March 31, 2007 and are fully secured by funds on deposit with the credit union
in business money market accounts.

14. OPERATING LEASE OBLIGATIONS

None

15.    ADDITIONAL OPERATIONS AND BALANCE SHEET INFORMATION

Certain information about the Company's operations for the years ended
December 31, 2005, 2004, and 2003 follows.

Sale of Oil & Gas Properties
----------------------------

Effective August 1, 2003, the Company sold its working interest in a non-
operated property (the "Relinquished Property") for a sales price of $735,000.
On August 18, 2003, the proceeds of the sale were deposited directly from the
purchaser into the account of a third party intermediary (the "Exchanger")
that specializes in deferred like-kind exchanges under IRC Section 1031.  The
Exchanger holds the sales proceeds pending timely identification of and the
closing on the acquisition of potential qualifying like-kind replacement
properties.  Subsequent to the initial transaction, the Company acquired
various mineral interests from a third party for the sum of $97,000, and the
acquisition price was paid out of the funds being held by the Exchanger.
After 180 days, any funds not used to acquire qualifying properties are to be
returned to the Company, and the Company will recognize a taxable gain on the
unused proceeds.

As of December 31, 2003, the Exchanger held approximately $638,000 for the
account of the Company.  The transaction has been reported in the accompanying
financial statements as an Other Account Receivable, with the net proceeds
from the sale being credited to Oil & Gas Properties under the full cost
method of accounting.

On January 30, 2004, the Company purchased a gas pipeline for a purchase price
of $200,000 plus fees, which was paid by the Exchanger out of funds held on
behalf of the Company.  Both of the above purchases (the "Replacement
Property") qualify as tax-free exchanges under IRC Section 1031.  On February

                                   - 56 -

12, 2004, the Exchanger transferred approximately $437,500 into the Company's
bank account, representing the net proceeds after purchase of the Replacement
Properties. This amount less the basis of the Relinquished Property, of
approximately $56,000, was taxable to the Company in 2003, and accordingly a
provision for current income taxes of approximately $130,000 has been recorded
in the books of the Company.  Under the full cost method of accounting, the
gain on the sale of the Relinquished Property of approximately $679,000, is
not recognized as income from current operations in the Company's income
statement, but the full amount of the sales price of $735,000 is treated as
an adjustment to capital costs.  The purchase price of the $97,270 property is
recorded as an addition to Oil and Gas Properties at year-end.  The acquisition
cost of $200,200 of the second Replacement Property acquired in 2004 was
recorded as an Oil and Gas Property addition in 2004.

Effective December 15, 2004, the Company sold the aforementioned gas pipeline
for a sales price of $225,000. The sale qualified as a tax-free exchange under
IRC Section 1031. The proceeds of the sale were deposited directly from the
purchaser into the account of a third party intermediary (the "Exchanger") that
specializes in deferred like-kind exchanges under IRC Section 1031.
On December 27, 2004, subsequent to the initial transaction, the Company
acquired real estate in the form of land and a commercial office building from
a third party for the sum of $2,038,000, and a portion of the purchase price
was paid out of the funds being held by the Exchanger.

Effective November 1, 2005, the Company sold its working interest and
operations in the Beth #1 and #2 wells in Gray County, Texas for $22,500
in cash.

Significant Oil and Gas Purchasers
----------------------------------

Dependence on Purchasers

The Company's oil sales are made on a day to day basis at approximately the
current area posted price.  The loss of any oil purchaser would not have an
adverse effect upon operations.  The Company generally contracts to sell its
natural gas to purchasers pursuant to short-term contracts.  Additionally, some
of the Company's natural gas not under contract is sold at the then current
prevailing "spot" price on a month to month basis. Following is a summary of
significant oil and gas purchasers during the three-year period ended
December 31, 2005.

                                             Year Ended December 31, (1)
                                          --------------------------------
            Purchaser                         2005       2004       2003
-----------------------------------------   --------   --------   --------
Enbridge Energy Partners                       39%        14%        17%
Shell Trading (US) Company                      7%         6%         9%
Devon Gas Services, L.P                         6%        12%        20%
Plains Marketing, LP.                           6%         6%         7%
Crosstex Energy Services, Ltd                   5%         8%         -
Dynegy Midstream Services, LIM                  5%        11%         -
Panther Pipeline North Texas, Inc.              -%        13%         -
LIG Chemical Company                            -%         2%         9%

                                   - 57 -

(1)  Percent of Total Oil & Gas Sales

Oil and Gas is sold to approximately 100 different purchasers (such as Devon
Gas Services, L.P., Enbridge Energy Partners, Plains Marketing, L.P., Shell
Trading (US) Company, Dynegy Midstream Services, Empire Pipeline Corporation,
and Duke Energy Field Services under market sensitive, short-term contracts
computed on a month to month basis.

Except as set forth above, there are no other customers of the Company that
individually accounted for more than 5% of the Company's oil and gas revenues
during the three years ended December 31, 2005.

The Company currently has no hedged contracts.

Certain revenues, costs and expenses related to the Company's oil and gas
operations are as follows:

                                                Year Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
  Capitalized costs relating to oil
    and gas producing activities:

      Unproved properties                 $   349,000 $   696,000 $   154,000
      Proved properties                     6,470,000   5,287,000   4,306,000
                                          ----------- ----------- -----------
        Total capitalized costs             6,819,000   5,983,000   4,460,000

      Accumulated amortization             (4,196,000) (3,467,000) (2,990,000)
                                          ----------- ----------- -----------
        Total capitalized costs, net      $ 2,623,000 $ 2,516,000 $ 1,470,000
                                          =========== =========== ===========



                                                  Year Ended December 31,
                                          -----------------------------------
                                              2005        2004       2003
                                          ----------- ----------- -----------
  Costs incurred in oil and gas property
    acquisition, exploration and
    development:
      Acquisition of properties           $       -   $       -   $   538,000
      Development costs                       621,000   1,526,000     720,000
                                          ----------- ----------- -----------
        Total costs incurred              $   621,000 $ 1,526,000 $ 1,258,000
                                          =========== =========== ===========







                                   - 58 -

                                                 Year Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
Results of Operations from producing
  activities:
    Sales of oil and gas                  $ 5,541,000 $ 4,039,000 $ 3,100,000
                                          ----------- ----------- -----------

    Production costs                        1,747,000   1,235,000   1,237,000
    Amortization of oil and gas
      Properties                              738,000     477,000     307,000
                                          ----------- ----------- -----------
    Total production costs                  2,485,000   1,712,000   1,544,000
                                          ----------- ----------- -----------
      Total net revenue                   $ 3,056,000 $ 2,327,000 $ 1,556,000
                                          =========== =========== ===========




                                                  Year Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
 Sales price per equivalent Mcf             $  7.07     $  5.64     $  4.35
                                          =========== =========== ===========

Production costs per equivalent Mcf         $  2.23     $  1.73     $  1.73
                                          =========== =========== ===========

Amortization per equivalent Mcf             $  1.03     $   .67     $   .44
                                          =========== =========== ===========


                                                  Year Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
Results of Operations from gas
gathering and equipment rental
activities:

  Revenue                                 $   167,000 $   158,000 $   152,000
                                          ----------- ----------- -----------

  Operating expenses                           29,000      24,000      30,000
  Depreciation                                 10,000      10,000      14,000
                                          ----------- ----------- -----------
    Total costs                                39,000      34,000      44,000
                                          ----------- ----------- -----------
      Total net revenue                   $   128,000 $   124,000 $   108,000
                                          =========== =========== ===========


                                   - 59 -

16.  BUSINESS SEGMENTS

The Company's three business segments are (1) oil and gas exploration,
production and operations, (2) transportation and compression of natural gas,
and (3) commercial real estate investment.  Management has chosen to organize
the Company into the three segments based on the products or services provided.
The following is a summary of selected information for these segments for the
three-year period ended December 31, 2005:

                                                 Year Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
Revenues: (3)
  Oil and gas exploration, production
    and operations                        $ 5,661,000 $ 4,166,000 $ 3,192,000
  Gas gathering, compression and
    equipment rental                          167,000     158,000     152,000
  Real estate rental                          302,000       3,000         -
                                          ----------- ----------- -----------
                                          $ 6,130,000 $ 4,327,000 $ 3,344,000
                                          =========== =========== ===========

Depreciation, depletion and
Amortization expense:
  Oil and gas exploration, production
    and operations                        $   738,000 $   487,000 $   317,000
  Gas gathering, compression and
    equipment rental                           10,000      10,000      14,000
  Real estate rental                           47,000       1,000         -
                                          ----------- ----------- -----------
                                          $   795,000 $   498,000 $   331,000
                                          =========== =========== ===========


Income from operations:
  Oil and gas exploration, production
    and operations                        $ 3,176,000 $ 2,445,000 $ 1,638,000
  Gas gathering, compression and
    equipment rental                          128,000     123,000     108,000
  Real estate rental                         (229,000)        -           -
                                          ----------- ----------- -----------
                                            3,075,000   2,568,000   1,746,000
Corporate and other (1)                    (1,658,000) (1,302,000)   (759,000)
                                          ----------- ----------- -----------
Consolidated net income (loss)            $ 1,417,000 $ 1,266,000 $   987,000
                                          =========== =========== ===========








                                   - 60 -

Identifiable Assets net of DDA:
  Oil and gas exploration, production
    and operations                        $ 2,682,000 $ 2,531,000 $ 1,630,000
  Gas gathering, compression and
    equipment rental                           31,000      39,000      49,000
  Real estate rental                        1,937,000   1,985,000         -
                                          ----------- ----------- -----------
                                          $ 4,650,000 $ 4,555,000 $ 1,679,000
Corporate and other (2)                     6,737,000   5,160,000   3,716,000
                                          ----------- ----------- -----------
Consolidated total assets                 $11,387,000 $ 9,715,000 $ 5,395,000
                                          =========== =========== ===========

Note (1):  Corporate and other includes general and administrative expenses,
other non-operating income and expense and income taxes.

Note (2):  Corporate and other includes cash, accounts and notes receivable,
inventory, other property and equipment and intangible assets.

Note (3):  All reported revenues are from external customers.



17.   SUPPLEMENTARY INCOME STATEMENT INFORMATION

The following items were charged directly to expense:

                                                  Year Ended December 31,
                                          -----------------------------------
                                              2005        2004        2003
                                          ----------- ----------- -----------
  Maintenance and repairs                 $    10,000 $   13,000  $     7,000
  Production taxes                            303,000    236,000      169,000
  Taxes, other than payroll and
    income taxes                               70,000     42,000       54,000




















                                   - 61 -

18.  QUARTERLY DATA (UNAUDITED)

The table below reflects selected quarterly information for the years ended
December 31, 2005 and 2004.

                                        Year Ended December 31, 2005
                               ----------------------------------------------
                                  First      Second       Third      Fourth
                                 Quarter     Quarter     Quarter     Quarter
                               ----------  ----------  ----------  ----------
Revenue                        $1,306,000  $1,503,000  $1,465,000  $2,121,000
Expense                          (698,000)   (898,000) (1,037,000) (1,652,000)
                               ----------  ----------  ----------  ----------
Operating income                  608,000     605,000     428,000     469,000
Current tax provision            (109,000)   (140,000)    (76,000)    (35,000)
Deferred tax provision            (55,000)    (40,000)    (39,000)   (199,000)
                               ----------  ----------  ----------  ----------
Net income                        444,000     425,000     313,000     235,000
                               ==========  ==========  ==========  ==========

Earnings per share
  of common stock
     Basic                        $0.06       $0.06       $0.04       $0.03
     Diluted                      $0.06       $0.06       $0.04       $0.03

                                        Year Ended December 31, 2004
                               ----------------------------------------------
                                  First      Second       Third      Fourth
                                 Quarter     Quarter     Quarter     Quarter
                               ----------  ----------  ----------  ----------
Revenue                        $1,004,000  $1,028,000  $1,169,000  $1,314,000
Expense                          (564,000)   (544,000)   (644,000)   (910,000)
                               ----------  ----------  ----------  ----------
Operating income                  440,000     484,000     525,000     404,000
Current tax provision             (13,000)   (156,000)   (115,000)    140,000
Deferred tax provision                -           -           -      (443,000)
                               ----------  ----------  ----------  ----------
Net income                        427,000     328,000     410,000     101,000
                               ==========  ==========  ==========  ==========

Earnings per share
  of common stock
     Basic                        $0.06       $0.04       $0.05       $0.01
     Diluted                      $0.06       $0.04       $0.05       $0.01











                                   - 62 -

19.   SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED)

The Company's net proved oil and natural gas reserves as of December 31, 2005,
2004 and 2003 have been estimated by Company personnel in accordance with
guidelines established by the Securities and Exchange Commission.  Accordingly,
the following reserve estimates were based on existing economic and operating
conditions.  Oil and gas prices in effect at December 31 of each year were
used.  Operating costs, production and ad valorem taxes and future development
costs were based on current costs with no escalation.

There are numerous uncertainties inherent in estimating quantities of proved
reserves and in projecting the future rates of production and timing of
development expenditures.  The following reserve data represents estimates only
and should not be construed as being exact.  Moreover, the present values
should not be construed as the current market value of the Company's oil and
gas reserves or the costs that would be incurred to obtain equivalent reserves.

Changes in Estimated Quantities of Proved Oil and Gas Reserves (Unaudited):

                                                    Crude Oil     Natural Gas
                                                       Bbls          Mcf
                                                  ------------   ------------
Quantities of Proved Reserves:
------------------------------
  Balance December 31, 2002                            152,994     16,274,580
    Sales of reserves in place                              (2)    (2,815,000)
    Acquired properties                                101,308        482,926
    Revisions of previous estimates                    139,677     (4,048,147)
    Production                                         (28,747)      (540,799)
                                                  ------------   ------------
  Balance December 31, 2003                            365,230      9,353,560
    Sales of reserves in place                             -              -
    Acquired properties                                    -              -
    Extensions and discoveries                           3,590        418,592
    Revisions of previous estimates                     73,271      4,537,079
    Production                                         (23,098)      (577,099)
                                                  ------------   ------------
  Balance December 31, 2004                            418,993     13,732,132
    Sales of reserves in place                            (770)        (6,113)
    Acquired properties                                    -              -
    Extensions and discoveries                           6,407        188,973
    Revisions of previous estimates                     80,316      1,522,389
    Production                                         (21,323)      (655,568)
                                                  ------------   ------------
  Balance December 31, 2005                            483,623     14,781,813
                                                  ============   ============

Proved Developed Reserves:
--------------------------
  Balance December 31, 2003                            365,230      4,978,309
  Balance December 31, 2004                            389,851      6,887,978
  Balance December 31, 2005                            433,455      7,109,815



                                   - 63 -

19.  SUPPLEMENTAL RESERVE INFORMATION (UNAUDITED) - Continued

Standardized Measure of Discounted Future Net Cash Flows and Changes Therein
Relating to Proved Oil and Gas Reserves (Unaudited)

The Standardized Measure of Discounted Future Net Cash Flows and Changes
Therein Relating to Proved Oil and Gas Reserves ("Standardized Measures") does
not purport to present the fair market value of a company's oil and gas
properties.  An estimate of such value should consider, among other factors,
anticipated future prices of oil and gas, the probability of recoveries in
excess of existing proved reserves, the value of probable reserves and acreage
prospects, and perhaps different discount rates.  It should be noted that
estimates of reserve quantities, especially from new discoveries, are
inherently imprecise and subject to substantial revision.

Reserve estimates were prepared in accordance with standard Security and
Exchange Commission guidelines.  The future net cash flow was computed using
year-end 2005 oil and gas prices.  Lease operating costs, compression,
dehydration, transportation, ad valorem taxes, severance taxes, and federal
income taxes were deducted.  Costs and prices were held constant and were not
escalated over the life of the properties.  No deduction has been made for
interest, or general corporate overhead.  The annual discount of estimated
future cash flows is defined, for use herein, as future cash flows discounted
at 10% per year, over the expected period of realization.

Proved Developed Reserves were calculated based on Decline Curve Analysis
on 79 operated wells and  97 non-operated wells.  Shut-in operated wells and
materially insignificant non-operated wells were excluded from the reserve
estimate.

During 2005, the Company completed two vertical Barnett Shale gas wells in
Denton County, Texas.  The Olex U.S. #4 well was completed on January 20, 2005,
with an initial potential of 1,184 MCFG/D and 46 BO/D, and was placed on
production on January 23, 2005.  The Olex U.S. #3 well went into production on
March 28, 2005 with an initial rate of 800 MCFG/D.

The 680 acre Olex U.S. lease is offset in all directions by productive Barnett
Shale gas wells and with the existing 20 acre spacing rules an additional  30
vertical  wells could be drilled on this lease.  However, for this report,
Proved Undeveloped Reserves  were attributed to only 4 more  wells on this
lease which are scheduled to be drilled in the next  thirty-six months,
providing that the Company can secure the necessary drilling equipment on a
timely basis.  The Company owns a 54.2% working interest and a 40.6% net
revenue interest in the Olex U.S. lease.

The Barnett Shale gas play is expanding rapidly into Parker County, Texas
where Spindletop has an acreage position of approximately 5,157 gross acres.

During 2005 the Company participated in the drilling of the Giant Energy Corp.
Porter #2 well, a vertical Barnett Shale well in Parker County, Texas, which
was completed in June 2005 with an initial production of 128 MCFG/D and 1 BO/D.
The Company owns a 35% working interest and a 26.25% net revenue interest in
the Porter #2 well.


                                   - 64 -

The Company farmed-out the drilling of a horizontal Barnett Shale well in
Parker County, Texas which is currently being completed in March, 2006.
The Company has retained a 5% overriding royalty interest in this well.

The Company plans to drill 5 horizontal Barnett Shale wells in Parker County
in the next twenty-four to thirty-six months providing that the Company can
secure the necessary drilling equipment on a timely basis.  The Company's
estimated cost to drill and complete these 5 horizontal wells will be
$11,231,000.  The Company may take on partners to reduce risk in any one
project in which case it would also reduce reported reserves.

In the northeast quarter of Parker County at Springtown, the Company holds
approximately 1,600 gross acres of leasehold by production, and has 3D seismic
data across a portion of the acreage. Recently, three horizontal wells
offsetting our acreage with initial potentials ranging from 1,000-3,000 MCFG/D
were drilled and completed. The Company plans to drill at least three
horizontal Barnett Shale wells on this block. The Company plans to utilize
PPC's Springtown gathering system to bring natural gas from these future wells
to market.

In southeastern Parker County, Texas near the town of Cresson, the Company
holds approximately 313 gross acres by production. Last year, another company
completed two successful horizontal wells offsetting this acreage. Each of
these wells has produced in excess of 300,000 MCFG in the first year of
production. The Company plans to drill at least one horizontal Barnett Shale
well on this block.

In the northwest portion of Parker County southwest of the town of Peaster, the
Company holds approximately 2,384 gross acres by production which was recently
offset by another company. The Company plans to drill at least one horizontal
Barnett Shale well on this block.

The Company also holds smaller acreage blocks throughout Parker County as well
as in Johnson, Tarrant, Palo Pinto, Erath and Eastland Counties.  In total, the
Company holds approximately 8,500 gross acres in the Fort Worth Basin.  The
Barnett Shale is present under these blocks, however, as of yet they have not
been directly offset by proven productive wells. The limits of economic Barnett
Shale gas production in the Fort Worth Basin are continually expanding and
these blocks may be proven productive in the future.

The Company intends to sell portions of the individual wells discussed above
to outside investors to help offset the cost and the risk of drilling and
completing the wells. The sale of these partial interests will reduce the
Company's ultimate portion of the recoverable reserves from these wells.

In Titus County, Texas (East Texas) during 2005, two previously non-producing
oil wells, the Pewitt Ranch B-13 and Pewitt Ranch A-11 were restored to
production adding proved reserves of 25,800 BO.  The Company owns 100% of
the working interest and 75% net revenue interest in these two wells.






                                   - 65 -

In 2005, a company to which we granted a farm-out on a lease in Bee County,
Texas, has drilled a second well on this lease and they are currently
producing oil and gas at a rate of 20 BOPD and 280 MCFG/D as of March 31, 2006.
The Company has retained a 5.625% overriding royalty interest in this lease.
Also during 2005, a second company to which we granted a farm-out on another
lease in Bee County, Texas, also drilled a well which was completed in 2006,
and is currently producing gas at a rate of approximately 280 MCFG/D.  The
Company retained an overriding royalty interest plus a back-in after payout in
this well.

In Wyoming during 2005, four non-operated wells were completed as gas wells.
These coal bed methane gas wells in the Powder River Basin of Wyoming were
attributed with approximately 140,000 MCFG net to the Company's interest.

The Company emphasizes that reserve estimates are inherently imprecise.
Accordingly, the estimates are expected to change as more current information
becomes available. It is reasonably possible that, because of changes in market
conditions or the inherent imprecision of these reserve estimates, that the
estimates of future cash inflows, future gross revenues, the amount of oil and
gas reserves, the remaining estimated lives of the oil and gas properties, or
any combination of the above may be increased or reduced in the near term.
If reduced, the carrying amount of capitalized oil and gas properties may be
reduced materially in the near term.

Standardized measure of discounted future net cash flows related to proved
reserves:

                                               Year Ended December 31,
                                       --------------------------------------
                                           2005         2004         2003
                                       ------------ ------------ ------------

  Future production revenue            $130,178,000 $ 87,568,000 $ 46,944,000
  Future development costs              (13,831,000)  (8,300,000)  (2,470,000)
  Future production costs               (25,144,000) (22,668,000) (11,342,000)
                                       ------------ ------------ ------------
  Future net cash flow before
    Federal income tax                   91,203,000   56,600,000   33,132,000
  Future income taxes                   (22,941,000) (15,175,000)  (4,970,000)
                                       ------------ ------------ ------------
  Future net cash flows                  68,262,000   41,425,000   28,162,000
  Effect of 10% annual discounting      (40,401,000) (24,534,000) (16,300,000)
                                       ------------ ------------ ------------
  Standardized measure of
    Discounted net cash flows          $ 27,861,000 $ 16,891,000 $ 11,862,000
                                       ============ ============ ============









                                   - 66 -


Changes in the standardized measure of discounted future net cash flows:

                                               Year Ended December 31,
                                       --------------------------------------
                                           2005         2004         2003
                                       ------------ ------------ ------------

Beginning of the year                  $ 16,891,000 $ 11,862,000 $ 11,815,000
  Oil and gas sales, net of
    production costs                     (5,541,000)  (2,644,000)  (1,970,000)
  Purchases of reserves in place                -            -      1,813,000
  Sales of reserves in place                (31,000)         -     (2,532,000)
  Net change in prices, net of
    production costs                     13,063,000    7,809,000    5,384,000
  Changes in production rates,
    timing and other                     (7,571,000)  (3,101,000)    (360,000)
  Revisions of quantity estimate         11,722,000    7,662,000   (2,438,000)
  Effect of income tax                   (2,361,000)  (5,883,000)  (1,031,000)
  Accretion of discount                   1,689,000    1,186,000    1,181,000
                                       ------------ ------------ ------------
End of year                            $ 27,861,000 $ 16,891,000 $ 11,862,000
                                       ============ ============ ============
































                                   - 67 -


                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
                     VALUATION AND QUALIFYING ACCOUNTS
               YEARS ENDED DECEMBER 31, 2005, 2004, AND 2003


                                                                  SCHEDULE II

           Beginning                        Costs &                  Ending
          Description           Balance     Expenses   Deductions    Balance
----------------------------- ----------- ----------- ----------- -----------
Allowance for
  doubtful Accounts

    December 31, 2003             $   30,000 $      -   $      -   $   30,000
                                  ========== ========== ========== ==========

    December 31, 2004             $   30,000 $      -   $      -   $   30,000
                                  ========== ========== ========== ==========

    December 31, 2005             $   30,000 $      -   $ 16,000   $   14,000
                                  ========== ========== ========== ==========

































                                   - 68 -

                                                                  SCHEDULE III

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES
                 REAL ESTATE AND ACCUMULATED DEPRECIATION


                  Initial Cost to Corporation                      Total Cost
-----------------------------------------------------------------  Subsequent
   Description               Encumbrances    Land      Buildings  ToAcquist'n
-------------------------   ------------- ----------- ----------- -----------
Two story multi-tenant
garden office building with
sub-grade parking garage
located in Dallas, Texas           (b)    $  688,000 $1,298,000         -



 Gross Amounts at Which Carried at Close of Year
                                                   Life on which
                                      Accumulated   Depreciation      Date
    Land     Buildings      Total    Depreciation    Calculated     Acquired
---------- ------------ ----------- -------------   ------------   -----------
$  688,000 $ 1,298,000  $ 1,986,000  $      1,000        (a)        12/27/2004


Notes to Schedule III

(a)  See Footnote 2 to the Financial Statements outlining depreciation methods
and lives.

(b)  See description of notes payable in Footnote 5 to the Financial Statements
outlining the terms and provisions of the acquisition loan for the building.

(c)  The reconciliation for investments in real estate and accumulated
depreciation for the years ended December 31, 2005 is as follows:

                                               Investments in    Accumulated
                                                 Real Estate    Depreciation
                                                ------------    ------------
Balance, January 1, 2003                               -               -
   Acquisitions                                          -               -
   Depreciation expense                                  -               -
                                                ------------    ------------
Balance, December 31, 2003                               -               -
   Acquisitions                                    1,986,000
   Depreciation expense                                1,000           1,000
                                                ------------    ------------
Balance, December 31, 2004                      $  1,985,000    $      1,000
                                                =============   ============
   Acquisitions                                          -               -
   Depreciation expense                               48,000          48,000
                                                ------------    ------------
Balance, December 31, 2005                      $  1,937,000    $     49,000
                                                =============   ============

                                   - 69 -

                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES


Index to Exhibits

The following documents are filed as exhibits (or are incorporated by
reference as indicated) into this Report:


    Exhibit
  Designation                        Description

      3.1       Articles of Incorporation of Spindletop Oil & Gas Co.
                (previously filed with our  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. (previously filed with our
                General Form for Registration of Securities on Form 10, filed
                with the Commission on August 14, 1990)

      14        Code of Ethics for Senior Financial Officers

      21        Subsidiaries of the Registrant

     31.1       Rule 13a-14(a) Certification of Chief Executive Officer

     31.2       Rule 13a-14(a) Certification of Chief Executive Officer

      32        Officers' Section 1350 Certifications

























                                   - 70 -


                                                                   EXHIBIT 21


                 SPINDLETOP OIL & GAS CO. AND SUBSIDIARIES



                      Subsidiaries of the Registrant


Prairie Pipeline Co. incorporated June 22, 1983, under the laws of the State
of Texas, is a wholly owned subsidiary of Registrant.


Spindletop Drilling Company, incorporated September 5, 1975, under the laws
of the State of Texas, is a wholly owned subsidiary of the Registrant.






































                                   - 71 -

                                                                   Exhibit 14

Code of Ethics for Senior Financial Officers

The principal executive officer, president, principal financial officer, chief
financial officer, principal accounting officer and controller (all, the
company's "Senior Financial Officers") hold an important and elevated role in
corporate governance, vested with both the responsibility and authority to
protect, balance, and preserve the interests of all of the enterprise
stakeholders, including shareholders, customers, employees, suppliers, and
citizens of the communities in which business is conducted.  Senior Financial
Officers fulfill this responsibility by prescribing and enforcing the policies
and procedures employed in the operation of the enterprise's financial
organization and by acting in good faith and in the company's best interests
in accordance with the company's Code of Business Conduct and Ethics.

1.  Honest and Ethical Conduct

    Senior Financial Officers will exhibit and promote honest and ethical
    conduct through the establishment and operation of policies and procedures
    that:

       Encourage and reward professional integrity in all aspects of the
       financial organization, by eliminating inhibitions and barriers to
       responsible behavior, such as coercion, fear of reprisal, or alienation
       from the financial organization or the enterprise itself.

       Promote the ethical handling of actual or apparent conflicts of
       interest between personal and professional relationships.

       Provide a mechanism for members of the finance organization to inform
       senior Management of deviations in the practice from policies and
       procedures governing honest and ethical behavior.

       Respect the confidentiality of information acquired in the course of
       work, except when authorized or otherwise legally obligated to
       disclose such information, and restrict the use of confidential
       information acquired in the course of work for personal advantage.

       Demonstrate their personal support for such policies and procedures
       through periodic communication reinforcing these ethical standards
       throughout the finance organization.

2.  Financial Records and Periodic Reports

    Senior Financial Officers will establish and manage the enterprise
    transaction and reporting systems and procedures to provide that:

       Business transactions are properly authorized and accurately and timely
       recorded on the company's books and records in accordance with
       Generally Accepted Accounting Principles ("GAAP") and established
       company financial policy.



                                   - 72 -

       No false or artificial statements or entries for any purpose are made
       in the company's books and records, financial statements and related
       communications.

       The retention or proper disposal of company records shall be in
       accordance with established records retention policies and applicable
       legal and regulatory requirements.

       Periodic financial communications and reports will include full, fair,
       accurate, timely and understandable disclosure.


3.  Compliance with Applicable Laws, Rules and Regulations.

    Senior Financial Officers will establish and maintain mechanisms to:

        Educate members of the finance organization about any federal, state
        or local statute, regulation or administrative procedure that affects
        the operation of the finance organization and the enterprise generally

        Monitor the compliance of the finance organization with any applicable
        federal, state or local statute, regulation or administrative rule.

        Identify, report and correct in a swift and certain manner, any
        detected deviations from applicable federal, state or local statute
        or regulation

4.  Reporting of Non-Compliance

    Senior Financial Officers will promptly bring to the attention of the
    Board of Directors:

        Material information that affects the disclosures made by the company
        in its public filings.

        Information concerning significant deficiencies in the design or
        operation of internal controls that could adversely affect the
        company's ability to record, process, summarize and report financial
        data.

        Senior Financial Officers will promptly bring to the attention of the
        General Counsel and to the Board of Directors:

        Fraud, whether or not material, that involves management or other
        employees who have a significant role in the company's financial
        reporting, disclosures or internal controls.

        Information concerning a violation of this Code or the company's Code
        of Business and Ethics Conduct, including any actual or apparent
        conflicts of interest between personal and professional relationships,
        involving management or other employees who have a significant role
        in the company's financial reporting, disclosures or internal controls.



                                   - 73 -

        Evidence of a material violation by the company or its employees or
        agents of applicable laws, rules or regulations.

5.  Disciplinary Action

    In the event of violation by Senior Financial Officers of this Code or
    the company's Code of Business Conduct and Ethics, the Board of Directors
    shall recommend appropriate disciplinary and remedial actions.















































                                   - 74 -

                                                                 Exhibit 31.1

                              CERTIFICATIONS


I, Chris G. Mazzini, certify that:

1.  I have reviewed this annual report on Form 10-K of Spindletop Oil & Gas
Co.;

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13-15(e) and 15d-15e) and have internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:

    (a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the
         period in which this annual 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 principals; 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




                                   - 75 -

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 April 14, 2006



                                       /s/ Chris G. Mazzini
                                       ___________________________________
                                       CHRIS G. MAZZINI
                                       Chief Executive Officer































                                   - 76 -

                                                                 Exhibit 31.2

CERTIFICATIONS


I, Robert E. Corbin, certify that:

1.  I have reviewed this annual report on Form 10-K of Spindletop Oil & Gas
Co.;

2.  Based on my knowledge, this annual 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 annual report;

3.  Based on my knowledge, the financial statements, and other financial
information included in this annual 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 annual report;

4.  The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13-15(e) and 15d-15e) and have internal control over
financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:

    (a)  designed such disclosure controls and procedures, or caused such
         disclosure controls and procedures to be designed under our
         supervision, to ensure that material information relating to the
         registrant, including its consolidated subsidiaries, is made known
         to us by others within those entities, particularly during the
         period in which this annual 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 principals; 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




                                   - 77 -

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 April 14, 2006



                                       /s/ Robert E. Corbin
                                       ___________________________________
                                       ROBERT E. CORBIN
                                       Principal Financial and
                                       Accounting Officer






























                                   - 78 -


                                                                   Exhibit 32

                   Officers' Section 1350 Certifications

The undersigned officer of Spindletop Oil & Gas Co., a Texas corporation (the
"Company"), hereby certifies that (i) the Company's Annual Report on Form 10-K
for the year ended December 31, 2005 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 Annual Report on Form 10-K for the year ended
December 31, 2005 fairly presents, in all material respects, the financial
condition and results of operations of the Company, at and for the periods
indicated.


Dated: April 14, 2006.



                                       /s/ Chris G. Mazzini
                                       ___________________________________
                                       CHRIS G. MAZZINI
                                       Chief Executive Officer


                                      /s/ Robert E. Corbin
                                      ____________________________________
                                      ROBERT E. CORBIN
                                      Principal Financial and
                                      Accounting Officer























                                   - 79 -