Attached files
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EX-99.1 - Reef Oil & Gas Income & Development Fund III LP | v180012_ex99-1.htm |
EX-23.2 - Reef Oil & Gas Income & Development Fund III LP | v180012_ex23-2.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
and Exchange Act of 1934
Date
of report (Date of earliest event reported): January 19,
2010
REEF OIL & GAS INCOME
AND DEVELOPMENT FUND III, L.P.
(Exact
name of registrant as specified in its charter)
Texas
|
000-53795
|
26-0805120
|
(State
or other jurisdiction
|
(Commission
|
(IRS
Employer
|
of
incorporation)
|
File
Number)
|
Identification
No.)
|
1901 N. Central Expressway,
Suite 300, Richardson, Texas 75080
(Address
of principal executive offices)
(972)
437-6792
(Registrant’s
telephone number, including area code)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
Item
2.01
|
COMPLETION
OF ACQUISITION OR DISPOSITION OF
ASSETS
|
As
described on the Current Report on Form 8-K of Reef Oil & Gas Income and
Development Fund III, L.P. filed on January 22, 2010, (the “Original 8-K”), on January 19,
2010, RCWI, L.P. (“RCWI”) completed an acquisition of certain working interests
in oil and gas properties from Azalea Properties Ltd. for a purchase price of
$21,610,116, pursuant to a Purchase and Sale Agreement between RCWI and Azalea
Properties, Ltd. Simultaneously on January 19, 2010, RCWI entered
into a Purchase and Sale Agreement to sell the aforementioned properties to Reef
Oil & Gas Income and Development Fund III, L.P. (the" registrant”), as well
as Reef Oil & Gas Income and Development Fund II, L.P. and Reef Oil &
Gas Income and Development Fund IV, L.P. Final ownership of the
package is allocated 61.00% to the registrant, 6.00% to Reef Oil & Gas
Income and Development Fund II, L.P., and 33.00% to Reef Oil & Gas Income
and Development Fund IV, L.P.
Incorporated
into the Purchase and Sale Agreement between Azalea Properties Ltd. and RCWI,
L.P. referenced above, are two additional provisions, the first providing for a
possible upward adjustment to the $966,897 included in the original purchase
price for Proved Undeveloped (“PUD”) drilling locations, and the second
providing for additional payment of $1,414,826 in connection with certain
properties excluded from the January 19, 2010 purchase price of $21,610,116 due
to various title defects.
The
purpose of this amendment to the original 8-K is to file certain financial
statements relating to the acquisition.
Item
9.01
|
FINANCIAL
STATEMENTS AND EXHIBITS.
|
(a)
|
Statement
of Revenues and Direct Operating Costs of business acquired
(unaudited)
|
(b)
|
Pro
Forma Financial Statements
|
|
(1)
|
Unaudited
Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2009 and
Consolidated Statement of Operations for the year ended December 31,
2009.
|
(c)
|
Shell
Company Transactions. Not
applicable.
|
(d)
|
Exhibits
|
23.2
|
Consent
of Gleason Engineering
|
99.1
|
Summary
Reserve Report by Gleason
Engineering
|
2
Item
9.01
|
Financial
Statements and Exhibits
|
(a)
|
Financial
statements of business acquired
(unaudited)
|
3
ACQUIRED
PROPERTIES
STATEMENTS
OF REVENUES AND DIRECT OPERATING EXPENSES (UNAUDITED)
(In
thousands)
Year Ended December 31,
|
||||||||
2009
|
2008
|
|||||||
Revenues:
|
||||||||
Oil
production revenues
|
$ | 1,637 | $ | 2,418 | ||||
Gas
production revenues
|
891 | 1,854 | ||||||
Plant
products and other revenues
|
37 | 172 | ||||||
Total
Revenues
|
2,565 | 4,444 | ||||||
Direct
operating expenses:
|
||||||||
Lease
operating expenses
|
549 | 583 | ||||||
Production
taxes
|
154 | 218 | ||||||
Total
operating expenses:
|
703 | 801 | ||||||
Revenue
in excess of direct operating expenses
|
$ | 1,862 | $ | 3,643 |
See
accompanying notes to the statements of revenues and direct operating
expenses
4
(1)
|
Basis
of Presentation (unaudited)
|
On
January 19, 2010, RCWI , L.P. (“RCWI”) completed the acquisition of certain
working interests in oil and gas properties from Azalea Properties Ltd. (“Azalea
Properties”) for a purchase price of $21,610,116 pursuant to a Purchase and Sale
Agreement between RCWI and Azalea Properties dated December 18, 2009 (the
“Azalea Purchase Agreement”). The Azalea Purchase Agreement is
subject to three side letter agreements regarding the post-closing acquisition
of proven undeveloped properties, the post-closing resolution of properties with
title defects, and the post-closing resolution of third-party consents for
certain properties (collectively, the “Side Letter Agreements”).
RCWI
entered into the RCWI Agreement, dated January 19, 2010, to sell portions of the
working interests acquired from Azalea Properties to Reef Oil & Gas Income
and Development Fund III, L.P. (the “Partnership”). The Partnership
acquired approximately 61.00% of the working interests initially acquired by
RCWI from the Seller for a purchase price of approximately $13,182,171 in cash
subject to post-closing adjustments. RCWI is also assigning portions
of the acquired working interests to other Reef affiliates on the same terms.
The acquired working interests (“Acquired Properties”) cover more than 400
properties, including more than 1,400 wells, located in Texas, California, New
Mexico, Louisiana, Oklahoma, North Dakota, Mississippi, Alabama, Kansas,
Montana, Colorado, and Arkansas.
The
Partnership has been unable to obtain all materials necessary for the
Partnership's independent auditors to complete an audit of the accompanying
statements of revenues and direct operating expenses. As a result,
the accompanying statements of revenues and direct operating expenses are
unaudited. The
accompanying statements of revenues and direct operating expenses contain all
adjustments which the Partnership believes to be necessary for them to be fairly
presented in accordance with the rules of the Securities and Exchange
Commission.
Oil and
gas production revenues in the accompanying statements of revenues and direct
operating expenses are recognized on the sales method. Under this method,
revenues are recognized based on actual volumes of oil and gas sold to
purchasers. Direct operating expenses are recognized on the accrual
method.
During
the periods presented, the Acquired Properties were not accounted for or
operated as a separate division by the former owners. Accordingly,
full separate financial statements prepared in accordance with generally
accepted accounting principles do not exist and are not practicable to obtain in
these circumstances.
The
statements of revenue and direct operating expenses of the Acquired Properties
were derived from the historical accounting records of Azalea and vary from a
statement of operations in that they do not show certain expenses, which were
incurred in connection with the ownership of the properties, such as general and
administrative expense, interest expense, income taxes, or other expenses of an
indirect nature. These expenses were not separately allocated to the Acquired
Properties in Azalea’s historical financial records and any pro forma allocation
would not be a reliable estimate of what these expenses would actually have been
had the Acquired Properties been operated historically as a stand-alone entity.
In addition, these allocations, if made using historical general and
administrative structures and tax burdens, would not produce allocations that
would be indicative of the historical performance of the Acquired Properties had
they been assets of the buyer, due to the greatly varying size, structure, and
operations between the Partnership and Azalea. The statements also do not
include provisions for depletion, depreciation, amortization, and asset
retirement obligation liability accretion as such amounts would not be
indicative of future costs of those expenses which would be incurred by the
Partnership upon allocation of the purchase price. Accordingly, the financial
statements and other information presented are not indicative of the financial
condition and results of operations of the Acquired Properties, but rather
simply represent the historical operating results associated with the direct
operations of the Acquired Properties.
5
Historical
financial statements representing financial position, results of operations and
cash flows required by generally accepted accounting principles are not
presented as such information is not readily available on an individual property
basis. Accordingly, the statements of revenue and direct operating expenses are
presented in accordance with Staff Accounting Bulletin Topic 2-D, Financial
Statements of Oil and Gas Exchange Offers.
(2)
|
Use
of Estimates in the Preparation of Financial Statements
(unaudited)
|
Preparation
of the accompanying financial statements in conformity with generally accepted
accounting principles requires the use of estimates and assumptions that affect
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
(3)
|
Oil
and Gas Reserve Quantities
(unaudited)
|
In
January 2009, the SEC adopted new rules related to modernizing reserve
calculation and disclosure requirements for oil and gas companies, which became
effective prospectively for annual reporting periods ending on or after December
31, 2009. In addition to expanding the definition and disclosure
requirements for crude oil and natural gas reserves, the new rule changes the
requirements for determining quantities of crude oil and natural gas reserves.
The new rule requires disclosure of crude oil and natural gas proved reserves by
significant geographic area, using the un-weighted arithmetic average of the
first-day-of-the-month commodity prices over the preceding 12-month period,
rather than end-of-period prices, and allows the use of reliable technologies to
estimate proved crude oil and natural gas reserves, if those technologies have
been demonstrated to result in reliable conclusions about reserves volumes.
Reserve and related information for 2009 is presented consistent with the
requirements of the new rule. The new rule does not allow prior-year reserve
information to be restated, so all information related to periods prior to 2009
is presented consistent with prior SEC rules for the estimation of proved
reserves. The effect of applying the new definition of reliable technology and
other non-price related aspects of the updated rules did not significantly
impact 2009 net proved reserve volumes. All of the Acquired
Properties’ reserves are located in the United States.
The
reserve information presented below is based upon estimates of net proved
reserves that were prepared by the independent petroleum engineering firm
Gleason Engineering as of December 31, 2009. Proved crude oil
and natural gas reserves are the estimated quantities of crude oil and natural
gas which geological and engineering data demonstrate with reasonable certainty
to be economically recoverable in future years from known reservoirs under
existing economic conditions, operating methods and governmental regulations
(i.e. prices and costs as of the date the estimate is made). Proved
developed reserves are reserves that can be expected to be recovered through
existing wells with existing equipment and operating methods. At
December 31, 2009, all of the Partnership’s reserves are classified as
proved developed reserves.
The
following table sets forth changes in estimated net proved developed crude oil
and natural gas reserves as of December 31, 2009 and 2008.
Oil
(BBL)
(1)
|
Gas
(mcf)
|
BOE
(2)
|
||||||||||
Reserves
at December 31, 2007
|
510,960 | 2,426,998 | 915,460 | |||||||||
Revisions
of previous estimates (3)
|
26,513 | 165,612 | 54,115 | |||||||||
Production
|
(42,658 | ) | (370,000 | ) | (104,324 | ) | ||||||
Reserves
at December 31, 2008
|
494,815 | 2,222,610 | 865,251 | |||||||||
Revisions
of previous estimates (3)
|
10,261 | (256,560 | ) | (32,499 | ) | |||||||
Production
|
(46,428 | ) | (378,016 | ) | (109,430 | ) | ||||||
Reserves
at December 31, 2009
|
458,648 | 1,588,034 | 723,322 |
(1)
|
Oil
includes both oil and natural gas
liquids
|
(2)
|
BOE
(barrels of oil equivalent) is calculated by converting 6 MCF of natural
gas to 1 BBL of oil. A BBL (barrel) of oil is one stock tank barrel,
or 42 U.S. gallons liquid volume, of crude oil or other liquid
hydrocarbons
|
(3)
|
Revisions
of previous estimates includes revisions due to pricing and
economics
|
6
(4)
|
Standardized
Measure of Discounted Future Net Cash Flows
(unaudited)
|
Certain
information concerning the assumptions used in computing the valuation of proved
reserves and their inherent limitations are discussed below. The Partnership
believes such information is essential for a proper understanding and assessment
of the data presented.
For the
year ended December 31, 2009, future cash inflows are computed by applying the
new rules SEC pricing, which holds constant the un-weighted arithmetic average
of the first-day-of-the-month commodity prices over the preceding 12-month
period as the basis for estimating the Acquired Properties’ proved reserves. For
the year ending December 31, 2008, future cash inflows were computed by applying
the former SEC pricing rules, which hold constant the end-of-year commodity
prices as the basis for estimating the Acquired Properties’ proved
reserves.
A 10%
annual discount rate is used to reflect the timing of the future net cash flows
relating to proved reserves. Future income taxes are not considered as the
Acquired Properties are not a tax paying entity.
The
assumptions used to compute estimated future cash inflows do not necessarily
reflect the Partnership’s expectations of the Acquired Properties’ actual
revenues or costs, nor their present worth. Further, actual future net cash
flows will be affected by factors such as the amount and timing of actual
production, supply and demand for crude oil and natural gas, and changes in
governmental regulations and tax rates. Sales prices of both crude oil and
natural gas have fluctuated significantly in recent years. Reef, the managing
general partner of the Partnership, does not rely upon the following information
in making investment and operating decisions for the Partnership.
The
following average prices as adjusted for transportation, quality, and basis
differentials were used in the calculation of the standardized
measure:
As of December 31,
|
||||||||
2009
|
2008
|
|||||||
Gas
(per Mcf)
|
$ | 3.79 | $ | 5.68 | ||||
Oil
(per Bbl)
|
$ | 58.12 | $ | 42.37 |
7
The
following summary sets forth the estimated future net cash flows relating to the
Acquired Properties based on the methodologies described above:
As of December 31,
|
||||||||
2009
|
2008
|
|||||||
Future
cash inflows
|
$ | 32,619,960 | $ | 33,417,730 | ||||
Future
production costs
|
(13,844,353 | ) | (14,821,223 | ) | ||||
Future
development costs
|
(60,714 | ) | (492,090 | ) | ||||
Future
net cash flows
|
18,714,893 | 18,104,417 | ||||||
10
percent annual discount
|
(8,838,778 | ) | (7,618,297 | ) | ||||
Standardized
measure of discounted Future net cash flows
|
$ | 9,876,115 | $ | 10,486,120 |
Changes
in the Standardized Measure of Discounted Future Net Cash flows Relating to
Proved Crude Oil and Natural Gas Reserves
As of December 31,
|
||||||||
2009
|
2008
|
|||||||
Standard
measure, beginning of year
|
$ | 10,486,120 | $ | 23,350,590 | ||||
Sales
of oil and gas produced, net of production costs
|
(1,862,000 | ) | (3,643,000 | ) | ||||
Net
change in prices and production costs
|
2,008,056 | (12,985,917 | ) | |||||
Extensions
and discoveries, net of production costs
|
— | — | ||||||
Purchase
of minerals in place
|
— | — | ||||||
Development
costs incurred during the year
|
— | — | ||||||
Changes
in estimated future development costs
|
227,643 | 194,050 | ||||||
Revisions
of previous quantity estimates
|
(351,224 | ) | 1,457,998 | |||||
Accretion
of discount
|
1,048,612 | 2,335,059 | ||||||
Changes
in timing and other
|
(1,681,092 | ) | (222,660 | ) | ||||
Standardized
measure, end of year
|
$ | 9,876,115 | $ | 10,486,120 |
8
(b) Pro
Forma Financial Statements
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
On
January 19, 2010, RCWI , L.P. (“RCWI”) completed the acquisition of certain
working interests in oil and gas properties from Azalea Properties Ltd. (“Azalea
Properties”) for a purchase price of $21,610,116 pursuant to a Purchase and Sale
Agreement between RCWI and Azalea Properties dated December 18, 2009 (the
“Azalea Purchase Agreement”). The Azalea Purchase Agreement is
subject to three side letter agreements regarding the post-closing acquisition
of proven undeveloped properties, the post-closing resolution of properties with
title defects, and the post-closing resolution of third-party consents for
certain properties (collectively, the “Side Letter Agreements”).
RCWI
entered into the RCWI Agreement, dated January 19, 2010, to sell portions of the
working interests acquired from Azalea Properties to Reef Oil & Gas Income
and Development Fund III, L.P. (the “Partnership”). The Partnership
acquired approximately 61.00% of the working interests initially acquired by
RCWI from the Seller for a purchase price of approximately $13,182,171 in cash
subject to post-closing adjustments. RCWI is also assigning portions
of the acquired working interests to other Reef affiliates on the same
terms.
The
following unaudited pro forma condensed consolidated financial information is
derived from the historical financials of Reef Oil & Gas Income and
Development Fund III, L.P. and gives effect to the acquisition described above
and also in the Form 8-K filed January 22, 2010.
The
Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December 31, 2009
is presented as if the acquisition had occurred on December 31, 2009. The
Unaudited Pro Forma Consolidated Statement of Operations for the year ended
December 31, 2009 is presented as if the acquisition had occurred at the
beginning of the period presented.
The
unaudited pro forma condensed consolidated financial information should be read
in conjunction with the notes thereto, the Consolidated Financial Statements of
Reef Oil & Gas Income and Development Fund III, L.P. and the notes thereto
and the statements of revenues and direct operating expenses of the Acquired
Properties of Azalea and the notes thereto.
The
unaudited pro forma condensed consolidated financial information is not
indicative of our financial position or the results of our operations that might
have actually occurred if the Azalea acquisition had occurred at the dates
presented or of our future financial position or results of operations. In
addition the results may vary significantly from the results reflected in such
statements due to normal oil and gas production declines, reductions in prices
paid for oil and gas, future acquisitions and other factors.
9
REEF OIL
& GAS INCOME & DEVELOPMENT FUND III, L.P.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
DECEMBER
31, 2009
(in
thousands)
Pro
Forma
|
Pro
|
|||||||||||
Historical
|
adjustments
|
Forma
|
||||||||||
Assets
|
||||||||||||
Current
assets:
|
||||||||||||
Cash
and cash equivalents
|
$ | 18,244 | $ | (13,182 | ) (a) | $ | 5,062 | |||||
Purchase
price adjustment
|
- | 256 | (d) | |||||||||
Accounts
receivable
|
736 | - | 736 | |||||||||
Accounts
receivable from affiliates
|
1,500 | - | 1,500 | |||||||||
20,480 | (12,926 | ) | 7,298 | |||||||||
Oil
and gas properties - full cost method of accounting:
|
||||||||||||
Proved
properties, net of accumulated depletion of 1,207
|
2,365 | 9,862 | (a), (b), (c) | 12,227 | ||||||||
Unproved
properties
|
52,010 | - | 52,010 | |||||||||
Net
oil and natural gas properties
|
54,375 | 9,862 | 64,237 | |||||||||
Total
assets
|
$ | 74,855 | $ | (3,064 | ) | $ | 71,535 | |||||
Liabilities
and Partnership Equity
|
||||||||||||
Current
liabilities
|
||||||||||||
Accounts
payable
|
$ | 570 | $ | - | $ | 570 | ||||||
Accounts
payable to affiliates
|
224 | - | 224 | |||||||||
Accrued
liabilities
|
245 | - | 245 | |||||||||
Total
current liabilities
|
1,039 | - | 1,039 | |||||||||
Long
term liabilities
|
||||||||||||
Asset
retirement obligation
|
249 | 729 | (b) | 978 | ||||||||
Total
longterm liabilities
|
249 | 729 | 978 | |||||||||
Partnership
equity
|
||||||||||||
General
partners
|
40,610 | (2,076 | ) (c) | 38,534 | ||||||||
Limited
partners
|
32,254 | (1,679 | ) (c) | 30,575 | ||||||||
Managing
general partner
|
703 | (38 | ) (c) | 665 | ||||||||
Total
partnership equity
|
73,567 | (3,793 | ) | 69,774 | ||||||||
Total
liabilities and partnership equities
|
$ | 74,855 | $ | (3,064 | ) | $ | 71,791 |
See notes
to pro forma condensed consolidated financial statements
10
REEF OIL
& GAS INCOME & DEVELOPMENT FUND III, L.P.
UNAUDITED
PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
DECEMBER
31, 2009
(in
thousands except per unit data)
Azalea
|
Pro
Forma
|
Pro
|
||||||||||||||
Historical
|
Acquisition
|
adjustments
|
Forma
|
|||||||||||||
Revenues
|
$ | 1,656 | $ | 2,565 | $ | - | $ | 4,221 | ||||||||
Costs
and expenses:
|
||||||||||||||||
Lease
operating expenses
|
1,298 | 549 | - | 1,847 | ||||||||||||
Production
taxes
|
78 | 154 | - | 232 | ||||||||||||
Depreciation,
depletion and amortization
|
307 | - | 1,435 | (a) | 1,742 | |||||||||||
Accretion
of asset retirement obligations
|
18 | - | 64 | (c) | 82 | |||||||||||
Property
impairment
|
668 | - | 3,089 | (b) | 3,757 | |||||||||||
General
and administrative
|
974 | - | - | 974 | ||||||||||||
Total
costs and expenses
|
3,343 | 703 | 4,588 | 8,634 | ||||||||||||
Income
(loss) from operations
|
$ | (1,687 | ) | $ | 1,862 | $ | (4,588 | ) | $ | (4,413 | ) | |||||
Other
income
|
||||||||||||||||
Interest
income
|
140 | - | - | 140 | ||||||||||||
Total
other income
|
140 | - | - | 140 | ||||||||||||
Net
income (loss)
|
$ | (1,547 | ) | $ | 1,862 | $ | (4,588 | ) | $ | (4,273 | ) | |||||
Net
income (loss) per general partner unit
|
$ | (1,662.43 | ) | $ | (4,902.82 | ) | ||||||||||
Net
income (loss) per limited partner unit
|
$ | (1,662.43 | ) | $ | (4,902.82 | ) | ||||||||||
Net
income (loss) per managing general partner unit
|
$ | (7,897.79 | ) | $ | 8,880.40 |
See notes
to pro forma condensed consolidated financial statements
11
NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
Note 1.
The Unaudited Pro Forma Condensed Consolidated Balance Sheet as of December
31, 2009, reflects the Partnership’s acquisition of the Azalea properties as if
it had occurred as of December 31, 2009.
a.
|
Fair
value of oil and gas properties acquired, valued as of December 31, 2009
based on projected future cash
flows.
|
b.
|
Liability
for future site restoration related to acquired
properties.
|
c.
|
Record
impairment expense related to the oil and gas properties acquired.
Impairment was calculated using the new rules adopted by the SEC related
to modernizing reserve calculation and disclosure requirements for oil and
gas companies. As such, the year-end reserve report used in the
calculation utilized the un-weighted arithmetic average of the
first-day-of-the-month commodity prices over the preceding 12-month period
and current costs to compute estimated discounted future net cash flows
from successful wells, as compared to the end-of-period prices and
costs.
|
d.
|
Net
cash to be received related to the Acquired Properties prior to closing
date.
|
Note 2.
The Unaudited Pro Forma Condensed Consolidated Statement of Operations for
the year ended December 31, 2009 is presented as if the Partnership’s
acquisition of the Azalea properties had occurred at January 1,
2009.
a.
|
Record
depletion expense related to the oil and gas properties acquired, as well
as depreciation expense related to the capitalized asset retirement
obligation.
|
b.
|
Record
impairment expense related to the oil and gas properties
acquired. Impairment is calculated on a quarterly
basis. The calculations for the first three quarters of 2009
utilize end-of-period prices and costs as previously allowed under SEC
rules. The calculation for the fourth quarter of 2009 utilizes
the un-weighted arithmetic average of the first-day-of-the-month commodity
prices over the preceding 12-month period and current costs to compute
estimated discounted future net cash flows from successful wells, based on
the new rules adopted by the SEC.
|
c.
|
Adjust
accretion expense for non cash interest relating to the accretion of
future site restoration
liability.
|
12
SIGNATURES
Pursuant
to the requirement of the Securities Exchange Act of 1934, the Registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Dated: April
2, 2010
Reef
Oil & Gas Income and
|
|||
Development
Fund III, L.P.
|
|||
(Registrant)
|
|||
By:
|
Reef
Oil & Gas Partners, L.P.
|
||
A
Nevada Limited Partnership
|
|||
By:
|
Reef
Oil & Gas Partners, GP, LLC
|
||
Its
general partner
|
|||
By:
|
/s/ Michael J. Mauceli
|
||
Michael
J. Mauceli
|
|||
Manager
|
13