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SEC Response Letter

Ring Energy, Inc.

18 ½ East State Street

Suite 202

Redlands, CA  92373

April 9, 2010

Ms. Jennifer O’Brien

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 telephone conversation of April 8, 2010

File No. 333-140024

Dear Ms. O’Brien,

Pursuant to our conversation yesterday, I have attached the Form 10-K/A-1 that incorporates our two responses to your prior comment letters. We intend to file the Form 10-K/A-1 on Monday, April 12th.

We appreciate your assistance in reviewing this document and your courtesy in responding to my telephone call.

Sincerely,

/s/ Denny W. Nestripke

Denny W. Nestripke, Chairman

Encl.

cc:  Ronald N. Vance, Esq.

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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.       .

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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 certification of our Principal Executive Officer and our Principal Financial Officer under Item 601(b)(31) of Regulation S-K has been revised and is included as an exhibit 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.

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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.

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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

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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: April 9, 2010

By: /s/ Robert “Steve” Owens

 Robert “Steve” Owens, President

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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 Stockholders of

RING ENERGY, Inc

We have audited the accompanying balance sheets of RING ENERGY, Inc as of September 30, 2009 and 2008, and the related statements of operations and other comprehensive loss, stockholders’ equity (deficit) and cash flows for each of the years in the two-year period ended September 30, 2009 and for the period from inception (July 30, 2004) to September 30, 2009. RING ENERGY, Inc’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits. The financial statements of RING ENERGY, Inc as of September 30, 2007 were audited by other auditors whose report dated November 26, 2007, on those statements included an explanatory paragraph describing conditions that raised substantial doubt about the Company's ability to continue as a going concern.

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 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 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 financial statements referred to above present fairly, in all material respects, the financial position of RING ENERGY, Inc as of September 30, 2009 and 2008, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2009, and the period from inception (July 30, 2004) to September 30, 2009 in conformity with accounting principles generally accepted in the United States of America.

/s/ Haynie & Company

Littleton, CO

December 23, 2009

F-3

Ring Energy, Inc.

(formerly Transglobal Mining Corp.)

(a development stage entity)

Balance Sheets

 September 30,

 2009

 2008

Assets:

Current Assets:

Cash and cash equivalents

 $

 1,050,915

 $

 87,296

Deposits

 1,884

 -

Prepaid expenses

 1,405

 57,228

Total Current Assets

 1,054,204

 144,524

Office Furniture (net)

 7,293

 -

Oil and Gas Interest (net)

 25,780

 -

Other Assets:

Available-for-sale securities

 -

 1,249,614

Total Other Assets

 -

 1,249,614

Total Assets

 $

 1,087,277

 $

 1,394,138

Liabilities and Stockholders' Equity:

Current Liabilities:

Accounts payable and accrued liabilities

 $

 136

 $

 941

Oil and gas drilling and operating costs payable

 27,613

 -

Total Current Liabilities

 27,749

 941

Total Liabilities

 27,749

 941

Stockholders' Equity:

Common Stock, $0.001 par value, 75,000,000 shares

authorized, 3,548,200 shares and 3,541,217 shares

issued and outstanding at September 30, 2009 and

2008, respectively

 3,548

 3,541

Paid-in capital

 1,671,741

 1,671,748

Accumulated other comprehensive loss

 -

 (386)

Deficit accumulated during the development stage

 (615,761)

 (281,706)

Total Stockholders' Equity

 1,059,528

 1,393,197

Total Liabilities and Stockholders' Equity

 $

 1,087,277

 $

 1,394,138

The accompanying notes are an integral part of these financial statements.

F-4

Ring Energy, Inc.

(formerly Transglobal Mining Corp.)

(a development stage entity)

Statements of Operations and Other Comprehensive Loss

 Inception of

 Development

 Stage (July 30,

 For the Year Ended

 2004) through

 September 30,

 September 30,

 2009

 2008

 2009

Revenue

 $

 -

 $

 -