Attached files
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EX-31.4 - Reef Oil & Gas Income & Development Fund III LP | v196919_ex31-4.htm |
EX-31.3 - Reef Oil & Gas Income & Development Fund III LP | v196919_ex31-3.htm |
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
__________________
Form
10-K/A
(Amendment
No. 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 December 31, 2009
or
o
|
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 000-53795
REEF
OIL & GAS INCOME AND DEVELOPMENT FUND III, L.P.
(Exact
name of registrant as specified in its charter)
Texas
|
26-0805120
|
(State
or other jurisdiction of
incorporation
or organization)
|
(I.R.S.
Employer
Identification
No.)
|
1901
N. Central Expressway, Suite 300, Richardson, TX
75080-3610
|
(Address
of principal executive offices including zip code)
|
(972)-437-6792
|
(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:
General and Limited
Partnership Interests
(Title of
Class)
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No o
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 o 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 o No x
Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files). Yes o No o
1
Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K 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 a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large
accelerated filer o
|
Accelerated
filer o
|
Non-accelerated
filer o
|
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). Yes o No x
No market
currently exists for the limited and general partnership interests of the
registrant.
As
of September 15, 2010, the registrant had 490.9827 units of general
partner interest outstanding, 8.9697 units of general partner interest held by
the managing general partner, and 397.0172 units of limited partner interest
outstanding.
Documents
incorporated by reference: None
2
EXPLANATORY
NOTE
This
Amendment No. 1 to Reef Oil & Gas Income and Development Fund III, L.P.'s
annual report on Form 10-K for the year ended December 31, 2009 is being
filed solely to include the signature to the Report of Independent Registered
Public Accounting Firm, such signature having been inadvertently excluded from
the original filing.
As
required by Rule 12b-15 of the Securities Exchange Act of 1934, new
certifications by our principal executive officer and principal financial
officer are filed herewith as exhibits to this Amendment. Except as
described above, no attempt has been made in this Amendment to modify or update
other items or disclosures presented in the original filing. This
Amendment No. 1 does not reflect events occurring after the date of the original
filing or modify or update those disclosures that may be affected by subsequent
events.
3
PART
IV
ITEM
15.
|
EXHIBITS
AND FINANCIAL STATEMENT SCHEDULES
|
(a)
|
1. Financial
Statements
|
|
Report
of Independent Registered Public Accounting Firm
|
F-1
|
|
Balance
Sheets
|
F-2
|
|
Statements
of Operations
|
F-3
|
|
Statements
of Partnership Equity
|
F-4
|
|
Statements
of Cash Flows
|
F-5
|
|
Notes
to Financial Statements
|
F-6
|
|
2. Financial
Statement Schedules
|
None
|
|
3. Exhibits
|
A list of
the exhibits filed or furnished with this Annual Report (or incorporated by
reference to exhibits previously filed or furnished by us) is provided in the
Exhibit Index in this Annual Report. Those exhibits incorporated by
reference herein are indicated as such by the information supplied in the
parenthetical thereafter. Otherwise, the exhibits are filed
herewith.
4
Report of
Independent Registered Public Accounting Firm
Partners
Reef Oil
& Gas Income and
Development
Fund III, L.P.
Dallas,
TX
We have
audited the accompanying balance sheets of Reef Oil & Gas Income and
Development Fund III, L.P. ("the Partnership") as of December 31, 2009 and 2008
and the related statements of operations, partnership equity, and cash flows for
the years ended December 31, 2009 and 2008 and the period from November 27, 2007
(date of inception) through December 31, 2007. These financial
statements are the responsibility of the Partnership's
management. Our responsibility is to express an opinion on these
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 financial statements are free of material misstatement. The
Partnership is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting. Our audits 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
Partnership'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 Reef Oil & Gas Income and
Development Fund III, L.P. at December 31, 2009 and 2008, and the results of its
operations and its cash flows for the years ended December 31, 2009 and 2008 and
the period from November 27, 2007 (date of inception) through December 31, 2007
and the year ended December 31, 2008, in conformity with accounting principles
generally accepted in the United States of America.
/s/ BDO
Seidman, LLP
Dallas,
Texas
April 2,
2010
5
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the registrant has duly caused this Annual Report on Form 10-K to be
signed on its behalf by the undersigned, thereunto duly authorized.
Date: September
17, 2010
REEF
OIL & GAS INCOME
AND
DEVELOPMENT FUND III, L.P.
|
|||
By: | Reef Oil & Gas Partners, L.P. | ||
|
By:
|
/s/ Michael J. Mauceli | |
Michael J. Mauceli | |||
Manager and Member | |||
(Principal
Executive Officer)
|
6
Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
Signature
|
Title
|
Date
|
|
/s/
Michael
J. Mauceli
|
Manager and Member of the general partner of |
September
17, 2010
|
|
Michael
J. Mauceli
|
Reef
Oil & Gas Partners, L.P. (principal executive
officer)
|
||
/s/
Daniel C. Sibley
|
Chief Financial Officer and |
September
17, 2010
|
|
Daniel
C. Sibley
|
General
Counsel of Reef Exploration, L.P.
(principal financial and
accounting officer)
|
|
7
EXHIBIT
INDEX
The
following exhibits are filed herewith or are incorporated by reference in
response to Item 15(b).
Exhibit
Number
|
Description
|
|
3.1
|
Certificate
of Formation of Reef Oil & Gas Income and Development Fund III, L.P.
dated November 27, 2007 (incorporated by reference to Exhibit 3.1 to Form
10, SEC File No. 000-53795, as filed with the SEC on October 2,
2009).
|
|
4.1
|
Second
Amended and Restated Agreement of Limited Partnership of Reef Oil &
Gas Income and Development Fund III, L.P., dated June 4, 2008
(incorporated by reference to Exhibit 4.1 to Form 10, SEC File No.
000-53795, as filed with the SEC on October 2, 2009).
|
|
10.1
|
Operating
Agreement dated January 7, 2008, by and among Reef Exploration, L.P., Reef
Oil & Gas Income and Development Fund III, L.P. and Davric Corporation
(incorporated by reference to Exhibit 10.1 to Form 10, SEC File No.
000-53795, as filed with the SEC on October 2, 2009).
|
|
10.2
|
Operating
Agreement dated May 1, 2008, by and among Reef Exploration, L.P., Reef Oil
& Gas Income and Development Fund III, L.P. and Davric Corporation
(incorporated by reference to Exhibit 10.2 to Form 10, SEC File No.
000-53795, as filed with the SEC on October 2, 2009).
|
|
10.3
|
Purchase
and Sale Agreement dated January 7, 2008, by and among Sierra-Dean
Production Company L.P., Reef Oil & Gas Income and Development Fund
III, L.P., Reef Exploration, L.P. and SPI Operations LLC, as amended on
January 8, 2008 (incorporated by reference to Exhibit 10.3 to Form 10, SEC
File No. 000-53795, as filed with the SEC on October 2,
2009).
|
|
10.4
|
Assignment,
dated May 1, 2008, by and between Davric Corporation and Reef Oil &
Gas Income and Development Fund III, L.P. (incorporated by reference to
Exhibit 10.4 to Form 10, SEC File No. 000-53795, as filed with the SEC on
October 2, 2009).
|
|
10.5
|
Crude
Oil Contract, dated March 13, 2008, by and between Reef Exploration, L.P.
and Occidental Energy Marketing, Inc., as amended by Amendment No. 1,
dated June 24, 2008, by and between Reef Exploration, L.P. and Occidental
Energy Marketing, Inc. (incorporated by reference to Exhibit 10.5 to Form
10, SEC File No. 000-53795, as filed with the SEC on October 2,
2009).
|
|
10.6
|
Consulting
Agreement, dated September 1, 2006, by and between Reef Exploration, L.P.
and William R. Dixon (incorporated by reference to Exhibit 10.6 to Form
10, SEC File No. 000-53795, as filed with the SEC on October 2,
2009).
|
|
10.7
|
Casinghead
Gas Sales Contract, dated January 1, 1978, by and between Amoco Production
Company and Amoco Production Company (incorporated by reference to Exhibit
10.7 to Form 10, SEC File No. 000-53795, as filed with the SEC on
October 2, 2009).
|
|
10.8
|
Purchase
and Sale Agreement, dated January 19, 2010, by and between Azalea
Properties Ltd. And RCWI, L.P. (incorporated by reference to Exhibit 10.1
to the Partnership's Form 8-K, as filed with the SEC on January 22,
2010).
|
|
10.9
|
Purchase
and Sale Agreement, dated January 19, 2010, by and between RCWI, L.P., and
Reef Oil & Gas Income and Development Fund III, L.P. (incorporated by
reference to Exhibit 10.2 to the Partnership's Form 8-K, as filed with the
SEC on January 22,
2010).
|
8
10.10
|
Side
Letter Agreement, dated January 19, 2010 between RCWI, L.P. and Azalea
Properties Ltd. regarding Post Closing PUDs (incorporated by reference to
Exhibit 10.3to the Partnership's Form 8-K, as filed with the SEC on
January 22, 2010).
|
|
10.11
|
Side
Letter Agreement, dated January 19, 2010 between RCWI, L.P. and Azalea
Properties Ltd. Regarding Post Closing Properties/Title Defect Notice
(incorporated by reference to Exhibit 10.4 to the Partnership's Form 8-K,
as filed with the SEC on January 22, 2010).
|
|
10.12
|
Side
Letter Agreement, dated January 19, 2010 between RCWI, L.P. and Azalea
Properties Ltd. Regarding Third Party Consents (incorporated by reference
to Exhibit 10.5 to the Partnership's Form 8-K, as filed with the SEC on
January 22, 2010).
|
|
23.2
|
Consent
of William M. Cobb & Associates, Inc. (previously
filed)
|
|
31.1
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934. (previously filed)
|
|
31.2
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934. (previously filed)
|
|
31.3
|
Certification
of Principal Executive Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.*
|
|
31.4
|
Certification
of Principal Financial Officer pursuant to Rule 13a-14(a) under the
Securities Exchange Act of 1934.*
|
|
32.1
|
Certification
of Principal Executive Officer pursuant to 18 U.S.C. §1350. (previously
filed)
|
|
32.2
|
Certification
of Principal Financial Officer pursuant to 18 U.S.C. §1350. (previously
filed)
|
|
99.1
|
Summary
Reserve Report of William M. Cobb & Associates, Inc. (previously
filed)
|
|
__________________
*
Filed herewith
|
||
9