SecProbe.io

CORRESP
1
filename1.htm

SEC Response Letter

Ring Energy, Inc.

18 ½ East State Street

Suite 202

Redlands, CA  92373

March 9, 2010

Mark C. Shannon, Branch Chief

United States Securities and Exchange Commission

Division of Corporate Finance

Mail Stop 4628

Washington, D.C. 20549-4628

RE:

Ring Energy, Inc.

Form 10-K for the Fiscal Year Ended September 30, 2009

Filed December 29, 2009

Response Letter Dated February 17, 2010

File No. 333-140024

Dear Mr. Shannon,

We are in receipt of your letter dated March 5, 2010, as a follow-up to our prior response letter dated February 17, 2010 in reference to our annual report on Form 10-K for the year ended September 30, 2009 (our “2009 Annual Report”).  We have restated your comments in italics before our responses as follows:

Response Letter Dated February 17, 2010 with Draft of Form 10-K/A-1

Explanatory Note, page 2

1.

Please remove reference to comments by the staff as management’s basis for filing an amended Form 10-K.

The reference to comments by the staff as the basis for the filing of the amended Form 10-K has been removed.

Disclosure Controls and Procedures, page 3

2.

We note from the draft provided that management has again concluded that disclosure controls and procedures were effective as of the end of the fiscal year. In our letter dated February 3, 2010, we asked you to consider whether management’s failure to provide its report on internal control over financial reporting impacts its conclusion regarding the effectiveness of your disclosure controls and procedures as of the end of the fiscal year.  Please tell us the factors you considered and highlight for us those factors that supported your conclusion.  Otherwise, please modify the language in your amended Form 10-K to disclose management’s revised conclusion on the effectiveness of its disclosure controls and procedures as of the end of the fiscal year.

Management has determined that based upon the failure to include its report on internal control over financial reporting in the 2009 Annual Report, the Company’s disclosure controls and procedures were inadequate at September 30, 2009.  As a consequence, language has been added to this section to state that disclosure controls and procedures were inadequate for this reason.

Management’s Report on Internal Control over Financial Reporting, page 3

3.

We note from the draft provided that you intend to disclose that “Our principal weakness is that management is represent by only one individual and as such: (i) one individual incurs an obligation or liability and the same person approves payment of that obligation or liability; (ii) estimates and assumptions may not be objective; and (iii) the administration of our controls and procedures are not independent of management.  Management is aware of the need for strong internal controls and is utilizing the audit committee of the Board of Directors to review its internal controls on a continuing basis.”  Base on this proposed disclosure, please explain to us whether the ‘principal weakness’ you described constitutes a material weakness, as defined by Rule 1-02(a)(4) of Regulation S-X, or otherwise advise.  Note that management is not permitted to conclude the company’s internal control over financial reporting is effective if there are one or more material weaknesses, as contemplated by Item 308T(a)(3) of Regulation S-K.

1

Mark C. Shannon, Branch Chief

March 9, 2010

Page 2

Management has determined that the “principal weaknesses” set forth above, either individually or combined, did not constitute a “material weakness” as defined in Rule 1-02(a)(4) such that there would be a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements would not be prevented or detected on a timely basis.  Nevertheless, management has concluded that these weaknesses constituted a “significant deficiency” in internal control over financial reporting as defined in Rule 1-02(a)(4).  These significant deficiencies were disclosed to our auditor and our audit committee prior to the filing of the 2009 Annual Report.  The language in this section has been modified to remove the references to the “principal weakness” and to state unequivocally that the Company’s internal control over financial reporting was effective as of September 30, 2009.

Financial Statements

4.

Please ensure the financial statements you file as part of Item 8 of your amended Form 10-K includes your auditor’s report, as required by Rule 8-01 of Regulation S-X.

Management will ensure that the auditor’s report provided with the Form 10-K/A will be designated as signed as required by Rule 8-01 of Regulation S-X.

If you desire to discuss these comments please contact me at (801) 860-2302.  Inasmuch as we do not have a fax machine, if you desire to transmit any information by fax, please direct such correspondence to our legal counsel, Ronald N. Vance, at (801) 446-8803.

Sincerely,

/s/ Denny W. Nestripke

Denny W. Nestripke, Chairman

Encl.

cc:  Ronald N. Vance, Esq.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K/A-1

(Mark One)

 X .

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended September 30, 2009

     .

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

For the transition period from ________ to __________

Commission File Number: 333-140024

Ring Energy, Inc.

(Exact name of Registrant as specified in its charter)

NEVADA

 90-0406406

State or other jurisdiction of incorporation or organization

 I.R.S. Employer Identification No.

18 ½ East State Street, Suite 202, Redlands, CA

 92373

(Address of principal executive offices)

 (Zip Code)

Issuer’s telephone number, including area code: (909) 798-8394

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: None

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 15(d) of the Exchange Act.  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 Exchange Act 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. (1) Yes  X . No      . (2) Yes  X . No      .

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405) 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.       .

1

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large Accelerated Filer

      .

 Accelerated Filer

      .

Non-Accelerated Filer

      .

 Smaller reporting company

  X .

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

     .

As of March 31, 2009, the aggregate market value of the registrant’s common equity held by non-affiliates was approximately $10,344,600 computed by reference to the average bid and asked price of the Common Stock. For the purpose of the foregoing calculation only, all directors and executive officers of the registrant are assumed to be affiliates of the registrant. Such determination should not be deemed an admission that such officers and directors are, in fact, affiliates of the registrant.

At December 23, 2009, there were 3,548,200 shares of the registrant’s Common Stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

None

2

EXPLANATORY NOTE

This Amendment No. 1 to the annual report of Ring Energy, Inc. on Form 10-K/A for the year ended September 30, 2009, amends the items as set forth below.

Item 8, FINANCIAL STATEMENTS, has been revised to include clarifications to the notes to our financial statements for the year ended September 30, 2009, which are included after the signature page of this amended report. The “going concern” paragraph previously included in the notes to the financial statements has been removed. In addition, the “Organization” and “Business Condition” paragraphs of Note 1: Organization and Summary of Significant Accounting Policies, of our financial statements have been revised to eliminate the reference to pre-exploration stage and to designate the company as development stage.

Item 9A(T), CONTROLS AND PROCEDURES, has been revised to include the assessment by management of internal control over financial reporting as of September 30, 2009. In addition the certifications of our Principal Executive Officer and our Principal Financial Officer under Item 601(b)(31) of Regulation S-K have been revised and are included as exhibits to this amended report.

This Amendment No. 1 continues to speak as of the date of the original Form 10-K for the year ended September 30, 2009, and the Company has not updated or amended the disclosures contained in the amended items to reflect events that have occurred since the filing of the original Form 10-K, or modified or updated those disclosures in any way other than as described in the preceding paragraph. Accordingly, this Amendment No. 1 should be read in conjunction with the Company’s filings made with the SEC subsequent to the filing of the original Form 10-K on December 29, 2009.

3

ITEM 8. FINANCIAL STATEMENTS

The financial statements required by this item are included immediately following the signature page of this report.

ITEM 9A(T). CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Our principal executive and financial officer, Robert “Steve” Owens, conduced an evaluation, as of the end of the period covered by this report, of whether our disclosure controls and procedures (as defined in Rule 15d-15(e) under the Exchange Act) were (1) effective to ensure that information required to be disclosed by us in reports filed or submitted by us under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and (2) designed to ensure that information required to be disclosed by us in such reports is accumulated, organized and communicated to our management, including our principal executive officer and principal financial officer, as appropriated, to allow timely decisions regarding required disclosure. Based upon this evaluation, Mr. Owens concluded that, as of September 30, 2009, our disclosure controls and procedures were ineffective to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act was complete. We have determined that we omitted Management’s Report on Internal Control over Financial Reporting required by Item 308T of Regulation S-K from Item 9A – Controls and Procedures.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Internal control over financial reporting includes those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of our company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of our management and directors; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Management assessed our internal control over financial reporting as of September 30, 2009, the end of our fiscal year. Management based its assessment on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Management’s assessment included evaluation of such elements as the design and operating effectiveness of key financial reporting controls, process documentation, accounting policies, and our overall control environment.

Based on this assessment of the effectiveness of our internal control over financial reporting, management concluded that our internal control over financial reporting was effective, as of September 30, 2009.

This annual report does not include an attestation report of the company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the company to provide only management's report in this annual report.

4

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting (as defined in Rule 15d-15(f) under the Exchange Act) that occurred during the fourth fiscal quarter ended September 30, 2009, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

Exhibits

The following exhibits are included with this report:

Item 31.1

Rule 15d-14(a) Certification by Principal Executive Officer and Principal Financial Officer

5

SIGNATURE PAGE

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

Ring Energy, Inc.

Date: March 10, 2010

By: /s/ Robert “Steve” Owens

 Robert “Steve” Owens, President

6

RING ENERGY, INC.

FINANCIAL STATEMENTS

WITH

REPORT OF REGISTERED PUBLIC ACCOUNTING FIRM

F-1

RING ENERGY, INC.

INDEX TO FINANCIAL STATEMENTS

Report of Independent Registered Public Accounting Firm

 F-3

Financial Statements

Balance Sheets as of September 30, 2009 and 2008

 F-4

Statements of Operations and Other Comprehensive Loss for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009

 F-5

Statements of Stockholders' Equity from Inception of Development Stage July 30, 2004) through September 30, 2009

 F-6

Statements of Cash Flows for the years ended September 30, 2009 and 2008 and from Inception of Development Stage (July 30, 2004) through September 30, 2009

 F-7

Notes to Financial Statements

 F-9

F-2

Report of Independent Registered Public Accounting Firm

To the Board of Directors and