##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 þ
    
    QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2007
 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: 000-50394
 Rio Vista Energy Partners L.P.
  Delaware
    
    20-0153267(State or Other Jurisdiction of Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)1313 Alton Gloor Blvd., Ste JBrownsville, TX
    
    78526(Address of Principal Executive Offices)
    
    (Zip Code)
 (956) 831-0886
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer þ
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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 TABLE OF CONTENTS
 PART I  FINANCIAL INFORMATIONITEM
    
    
    
    PAGE NO.1.
    
    Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    3Consolidated Balance Sheets as of December 31, 2006 and September 30, 2007 (unaudited)
    
    
    4-5Unaudited Consolidated Statements of Operations for the three months and nine months ended September 30, 2006 and 2007
    
    
    6Unaudited Consolidated Statement of Partners Capital for the nine months ended September 30, 2007
    
    
    7Unaudited Consolidated Statements of Cash Flows for the nine months ended September 30, 2007
    
    
    8Notes to Consolidated Financial Statements (unaudited)
    
    
    9-352.
    
    Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    36-563.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    564T.
    
    Controls and Procedures
    
    
    56PART II  OTHER INFORMATION1.
    
    Legal Proceedings
    
    
    571A.
    
    Risk Factors
    
    
    57-582.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    593.
    
    Defaults Upon Senior Securities
    
    
    594.
    
    Submission of Matters to a Vote of Security Holders
    
    
    595.
    
    Other Information
    
    
    596.
    
    Exhibits
    
    
    60-65Signatures
    
    
    66Exhibit 10.44Exhibit 10.45Exhibit 10.46Exhibit 10.47Exhibit 10.48Exhibit 10.49Exhibit 31.1Exhibit 31.2Exhibit 32
   2




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##### Table of Contents



Part I  FINANCIAL INFORMATION
 
 Item 1.
 
 Report of Independent Registered Public Accounting Firm
 
      
  3




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 December 31,
    
    
    September 30,2006
    
    
    2007(unaudited)Current AssetsCash
    
    $
    3,896,000
    
    
    $
    7,730,000Restricted cash
    
    
    25,000
    
    
    
    26,000Trade accounts receivable
(less allowance for
doubtful accounts of $0 at December 31, 2006
and September 30, 2007)
    
    
    523,000
    
    
    
    1,555,000Due from Penn Octane Corporation, net
    
    
    1,751,000
    
    
    
    Prepaid expenses and other current assets
    
    
    246,000
    
    
    
    579,000Total current assets
    
    
    6,441,000
    
    
    
    9,890,000Property, plant and equipment  net
    
    
    10,704,000
    
    
    
    16,537,000Other non-current assets
    
    
    11,000
    
    
    
    16,000Goodwill
    
    
    
    
    
    
    4,625,000Total assets
    
    $
    17,156,000
    
    
    $
    31,068,000
   4




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 CONSOLIDATED BALANCE SHEETS
 LIABILITIES AND PARTNERS CAPITAL
 December 31,
    
    
    September 30,2006
    
    
    2007(Unaudited)Current LiabilitiesCurrent maturities of long-term debt
    
    $
    1,000,000
    
    
    $
    1,442,000Short term debt
    
    
    
    
    
    
    5,000,000Due to Penn Octane Corporation, net
    
    
    
    
    
    
    734,000Refundable deposit
    
    
    
    
    
    
    6,500,000Accounts payable
    
    
    397,000
    
    
    
    1,453,000U.S. and foreign taxes payable
    
    
    17,000
    
    
    
    569,000Deferred income taxes
    
    
    
    
    
    
    107,000Accrued liabilities
    
    
    702,000
    
    
    
    1,096,000Total current liabilities
    
    
    2,116,000
    
    
    
    16,901,000Long term debt, less current maturities, net of discount
    
    
    
    
    
    
    452,000Deferred income tax  noncurrent
    
    
    
    
    
    
    2,211,000Commitments and contingencies
    
    
    
    
    
    
    Partners CapitalCommon units
    
    
    14,739,000
    
    
    
    11,274,000General partners equity
    
    
    301,000
    
    
    
    230,000Total Partners Capital
    
    
    15,040,000
    
    
    
    11,504,000Total liabilities and Partners Capital
    
    $
    17,156,000
    
    
    $
    31,068,000
   5




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months Ended
    
    
    Nine months endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Revenues
    
    $
    191,000
    
    
    $
    1,650,000
    
    
    $
    191,000
    
    
    $
    2,765,000Cost of goods sold
    
    
    397,000
    
    
    
    1,271,000
    
    
    
    1,384,000
    
    
    
    2,067,000Gross profit
    
    
    (206,000
    )
    
    
    379,000
    
    
    
    (1,193,000
    )
    
    
    698,000Selling, general and administrative expensesLegal and professional fees
    
    
    88,000
    
    
    
    467,000
    
    
    
    490,000
    
    
    
    989,000Salary and payroll related expenses
    
    
    151,000
    
    
    
    414,000
    
    
    
    492,000
    
    
    
    706,000Other
    
    
    298,000
    
    
    
    413,000
    
    
    
    935,000
    
    
    
    1,010,000537,000
    
    
    
    1,294,000
    
    
    
    1,917,000
    
    
    
    2,705,000Operating (loss) from
continuing operations
    
    
    (743,000
    )
    
    
    (915,000
    )
    
    
    (3,110,000
    )
    
    
    (2,007,000
    )Other income (expense)Interest expense
    
    
    (31,000
    )
    
    
    (205,000
    )
    
    
    (105,000
    )
    
    
    (256,000
    )Interest income
    
    
    
    
    
    
    5,000
    
    
    
    
    
    
    
    6,000(Loss) from continuing operations before taxes
    
    
    (774,000
    )
    
    
    (1,115,000
    )
    
    
    (3,215,000
    )
    
    
    (2,257,000
    )Provision for U.S. and foreign income taxes
    
    
    (23,000
    )
    
    
    (44,000
    )
    
    
    (52,000
    )
    
    
    (69,000
    )Net (loss) from continuing operations
    
    
    (797,000
    )
    
    
    (1,159,000
    )
    
    
    (3,267,000
    )
    
    
    (2,326,000
    )Discontinued operations:Net income from operations of the LPG Assets
Sold
    
    
    280,000
    
    
    
    
    
    
    
    2,065,000
    
    
    
    Net gain on sale of LPG assets
    
    
    5,214,000
    
    
    
    
    
    
    
    5,214,000
    
    
    
    5,494,000
    
    
    
    
    
    
    
    7,279,000
    
    
    
    Net income (loss)
    
    $
    4,697,000
    
    
    $
    (1,159,000
    )
    
    $
    4,012,000
    
    
    $
    (2,326,000
    )Net income (loss) allocable to the partners
    
    $
    4,697,000
    
    
    $
    (1,159,000
    )
    
    
    4,012,000
    
    
    $
    (2,326,000
    )Less general partners interest in net income
(loss)
    
    
    (94,000
    )
    
    
    23,000
    
    
    
    (81,000
    )
    
    
    46,000Net income (loss) allocable to the common units
    
    $
    4,603,000
    
    
    $
    (1,136,000
    )
    
    $
    3,931,000
    
    
    $
    (2,280,000
    )Net (loss) from continuing operations per common
unit
    
    $
    (0.41
    )
    
    $
    (0.59
    )
    
    $
    (1.68
    )
    
    $
    (1.19
    )Net income from discontinued operations per common
unit
    
    
    2.82
    
    
    
    
    
    
    
    3.74
    
    
    
    Net income (loss) per common unit
    
    $
    2.41
    
    
    $
    (0.59
    )
    
    $
    2.06
    
    
    $
    (1.19
    )Weighted average common shares outstanding
    
    
    1,910,656
    
    
    
    1,935,656
    
    
    
    1,910,656
    
    
    
    1,919,264
   6




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 CONSOLIDATED STATEMENT OF PARTNERS CAPITAL
 (Unaudited)
 TotalCommon Units
    
    
    General
    
    
    PartnersUnits
    
    
    Amount
    
    
    Partner
    
    
    CapitalBalance as of December 31, 2006
    
    
    1,910,656
    
    
    $
    14,739,000
    
    
    $
    301,000
    
    
    $
    15,040,000Net income (loss)
    
    
    
    
    
    
    (2,280,000
    )
    
    
    (46,000
    )
    
    
    (2,326,000
    )Cash distribution to partners
    
    
    
    
    
    
    (1,439,000
    )
    
    
    (30,000
    )
    
    
    (1,469,000
    )Unit-based payment expense
    
    
    
    
    
    
    163,000
    
    
    
    3,000
    
    
    
    166,000Issuance of common units as a bonus
    
    
    25,000
    
    
    
    91,000
    
    
    
    2,000
    
    
    
    93,000Balance as of September 30, 2007
(unaudited)
    
    
    1,935,656
    
    
    $
    11,274,000
    
    
    $
    230,000
    
    
    $
    11,504,000
   7




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Nine months endedSeptember 30,
    
    
    September 30,2006
    
    
    2007Cash flows from operating activities:Net income (loss)
    
    $
    4,012,000
    
    
    $
    (2,326,000
    )Adjustments to reconcile net loss to net cash provided
by (used in) operating activities:Depreciation
    
    
    575,000
    
    
    
    581,000Amortization of loan discount related to
detachable warrants issued
    
    
    22,000
    
    
    
    Amortization of loan discount
    
    
    
    
    
    
    10,000(Gain) loss on sale of assets
    
    
    74,000
    
    
    
    Unit-based payment expense
    
    
    8,000
    
    
    
    259,000Gain on sale of LPG Assets
    
    
    (5,214,00
    )
    
    
    Changes in current assets and liabilities:Trade accounts receivable
    
    
    10,639,000
    
    
    
    (278,000
    )Prepaid and other current assets
    
    
    (2,000
    )
    
    
    (248,000
    )Accounts Payable
    
    
    (344,000
    )
    
    
    941,000Due to Penn Octane Corporation, net
    
    
    (14,870,000
    )
    
    
    2,485,000Accrued liabilities
    
    
    (41,000
    )
    
    
    206,000U.S. and foreign taxes payable
    
    
    52,000
    
    
    
    166,000Net cash provided by (used in) operating activities
    
    
    (5,089,000
    )
    
    
    1,796,000Cash flows from investing activities:Capital expenditures
    
    
    (52,000
    )
    
    
    (6,000
    )Proceeds from the sale of land and other assets
    
    
    131,000
    
    
    
    Proceeds from sale of LPG Assets
    
    
    7,330,000
    
    
    
    Costs to acquire Regional Enterprises
    
    
    
    
    
    
    (7,982,000
    )Other non-current assets
    
    
    4,000
    
    
    
    (5,000
    )Net cash (used in) provided by investing activities
    
    
    7 ,413,000
    
    
    
    (7,993,000
    )Cash flows from financing activities:(Increase) decrease in restricted cash
    
    
    1,881,000
    
    
    
    Cash distributions to partners
    
    
    
    
    
    
    (1,469,000
    )Issuance of debt
    
    
    
    
    
    
    5,000,000Refundable deposit
    
    
    
    
    
    
    6,500,000Reduction of debt
    
    
    (300,000
    )
    
    
    Net cash provided by (used in) financing activities
    
    
    1,581,000
    
    
    
    10,031,000Net change in cash
    
    
    3,905,000
    
    
    
    3,834,000Cash at beginning of period
    
    
    26,000
    
    
    
    3,896,000Cash at end of period
    
    $
    3,931,000
    
    
    $
    7,730,000Supplemental disclosures of cash flow information:Cash paid during the year for:Interest and LPG financing expense
    
    $
    338,000
    
    
    $
    124,000Cash paid
for U.S. and foreign taxes
    
    $
    
    
    
    $
    Supplemental disclosures of noncash transactions:Units and warrants issued and other
    
    $
    22,000
    
    
    $
    259,000Sellers note, net of discount
    
    $
    
    
    
    $
    884,000
   8




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE A  ORGANIZATION
     9




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE A  ORGANIZATION  Continued
   Basis of Presentation
      10




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE B  UNIT-BASED PAYMENT
   NOTE C  INCOME LOSS) PER COMMON UNIT
   For the three months ended September 30, 2006Income (Loss)
    
    
    Shares
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet income (loss) from continuing operations available to the common units
    
    $
    (781,000
    )Basic EPSNet income (loss) available to the common units
    
    
    (781,000
    )
    
    
    1,910,656
    
    
    $
    (0.41
    )Effect of Dilutive SecuritiesWarrants
    
    
    
    
    
    
    Diluted EPSNet income (loss) available to the common units
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  11




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE C  INCOME LOSS) PER COMMON UNIT  Continued
 For the three months ended September 30, 2007Income (Loss)
    
    
    Shares
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet income (loss) from continuing operations available to the common units
    
    $
    (1,136,000
    )Basic EPSNet income (loss) available to the common units
    
    
    (1,136,000
    )
    
    
    1,935,656
    
    
    $
    (0.59
    )Effect of Dilutive SecuritiesWarrants
    
    
    
    
    
    
    Diluted EPSNet income (loss) available to the common units
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 For the nine months ended September 30, 2006Income (Loss)
    
    
    Shares
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet income (loss) from continuing operations
available to the common units
    
    $
    (3,202,000
    )Basic EPSNet income (loss) available to the common units
    
    
    (3,202,000
    )
    
    
    1,910,656
    
    
    $
    (1.68
    )Effect of Dilutive SecuritiesWarrants
    
    
    
    
    
    
    Diluted EPSNet income (loss) available to the common units
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 For the nine months ended September 30, 2007Income (Loss)
    
    
    Shares
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet income (loss) from continuing operations
available to the common units
    
    $
    (2,280,000
    )Basic EPSNet income (loss) available to the common units
    
    
    (2,280,000
    )
    
    
    1,919,264
    
    
    $
    (1.19
    )Effect of Dilutive SecuritiesWarrants
    
    
    
    
    
    
    Diluted EPSNet income (loss) available to the common units
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
  12




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE D  ACQUISITION OF REGIONAL ENTERPRIZES, INC.
       13




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RIO
VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE D  ACQUISITION OF REGIONAL ENTERPRIZES INC.  Continued
  Three Months
    
    
    Three Months
    
    
    Nine Months
    
    
    Nine Monthsended
    
    
    ended
    
    
    ended
    
    
    endedSeptember 30,
    
    
    September 30,
    
    
    September 30,
    
    
    September 30,2006
    
    
    2007
    
    
    2006
    
    
    2007Revenues
    
    $
    2,018,000
    
    
    $
    1,651,000
    
    
    $
    5,672,000
    
    
    $
    6,456,000Net income (loss)
    
    $
    4,759,000
    
    
    $
    (1,103,000
    )
    
    $
    4,199,00
    
    
    $
    (1,819,000
    )Net income (loss) per share
    
    $
    2.49
    
    
    $
    (0.57
    )
    
    $
    2.20
    
    
    $
    (0.95
    )
 NOTE E  SALE OF LPG ASSETS / DISCONTINUED OPERATIONS
   Letter of
Intent for Retained Assets
  14




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  SALE OF LPG ASSETS / DISCONTINUED OPERATIONS  Continued
     Leases Assigned
    15




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  SALE OF LPG ASSETS / DISCONTINUED OPERATIONS  Continued
 2006 PMI Agreement
     16




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  SALE OF LPG ASSETS / DISCONTINUED OPERATIONS  Continued
 2006 PMI Agreement  Continued
  Actual VolumesMonth
    
    Sold/Transported(gallons)January 2006
    
    
    14,757,646February 2006
    
    
    11,940,257March 2006
    
    
    11,606,435April 2006
    
    
    6,035,733May 2006
    
    
    5,733,193June 2006
    
    
    7,130,666July 2006
    
    
    4,937,441August 2006
    
    
    5,408,563September 2006
    
    
    6,402,253October 2006
    
    
    8,908,931November 2006
    
    
    9,906,874December 2006
    
    
    10,448,614January 2007
    
    
    10,362,590February 2007
    
    
    8,590,460March 2007
    
    
    8,772,010April 2007
    
    
    6,492,361May 2007
    
    
    5,818,669June 2007
    
    
    5,480,023July 2007
    
    
    5,552,780August 2007
    
    
    5,466,599September 2007
    
    
    6,892,100October 2007
    
    
    8,864,583
   17




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  SALE OF LPG ASSETS / DISCONTINUED OPERATIONS  Continued
 LPG Supply Agreement with Penn Octane
    Letter of Intent for Retained Assets
   
    
    Restated and Amended Promissory Note (the Restated Promissory Note), in the
principal amount of $1,000,000, payable to TPSI by RVOP on or before December 31,
2007.
    
    Restated and Amended Security Agreement (the Restated Security Agreement),
granting TLP and TPSI a first priority security interest in the Assets in order to
secure the obligations of RVOP under the Letter of Intent and the Restated
Promissory Note.
    
    First Priority Equity Interest Pledge Agreement, granting TLP and TPSI a first
priority security interest in the corporate capital of POM.
    
    First Priority Equity Interest Pledge Agreement, granting TLP and TPSI a first
priority security interest in the corporate capital of Termatsal.
    
    Assignment Agreement, assigning TLP and TPSI the existing rights of RVOP in the
equity interests of Tergas in the event of a default by RVOP in its obligations
under the Letter of Intent or the Restated Promissory Note.
  18




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  SALE OF LPG ASSETS / DISCONTINUED OPERATIONS  Continued
 Letter of Intent for Retained Assets  Continued
    NOTE F  PROPERTY, PLANT AND EQUIPMENT
 December 31,
    
    
    September 30,2006
    
    
    2007REGIONAL:Land
    
    $
    
    
    
    $
    237,000Terminal and improvements
    
    
    
    
    
    
    3,630,000Automotive equipment
    
    
    
    
    
    
    2,481,000Machinery & equipment
    
    
    
    
    
    
    37,000Office equipment
    
    
    
    
    
    
    33,000
    
    
    
    6,418,000US  Mexico Pipelines and Matamoros Terminal Facility: (a)
    
    
    6,852,000
    
    
    
    6,852,000U.S. Pipelines and Rights of Way
    
    
    1,046,000
    
    
    
    1,046,000Mexico Pipelines and Rights of Way
    
    
    5,564,000
    
    
    
    5,564,000Matamoros Terminal Facility
    
    
    705,000
    
    
    
    705,000Land
    
    
    14,167,000
    
    
    
    14,167,00014,167,000
    
    
    
    20,585,000Less: accumulated depreciation and amortization
    
    
    (3,463,000
    )
    
    
    (4,048,000
    )$
    10,704,000
    
    
    $
    16,537,000
 (a)
    
    Rio Vista owns, leases, or is in the process of obtaining the land or rights of way
used related to the US-Mexico Pipelines.
  19




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE F  PROPERTY, PLANT AND EQUIPMENT  Continued
   NOTE G  DEBT OBLIGATIONS
 December 31,
    
    
    September 30,Debt obligations are as follows:
    
    2006
    
    
    2007RZB Note (see note D)
    
    $
    
    
    
    $
    5,000,000Sellers Note
    
    
    
    
    
    
    894,000TransMontaigne Note
    
    
    1,000,000
    
    
    
    1,000,000Total debt
    
    
    1,000,000
    
    
    
    6,894,000Less:Current maturities
    
    
    1,000,000
    
    
    
    6,442,000Long-term debt
    
    $
    
    
    
    $
    452,000
 TransMontaigne Note
  Sellers Note
   20




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  PARTNERS CAPITAL
 Common Units
  General Partner Interest
    Distributions of Available Cash
   21




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  PARTNERS CAPITAL  Continued
 Distributions of Available Cash Continued
      NOTE I  UNIT OPTIONS
 Options
  Equity Incentive Plan
   22




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE I  UNIT OPTIONS  Continued
 Equity Incentive Plan  Continued
       23




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
   Lesly Camacho by Her Mother Dora Adame as Next Friend, et al. vs. Penn Octane
International LLC, et al th
 Faustino Izaguirre Gonzalez, et al. vs. Penn Octane Corporation, et
al. th
   24




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 Legal Proceedings   Continued
   Credit Facility, Letters of Credit and Other
       25




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 Leases
 Norfolk Southern Leases
    Other
  Customer Contracts
 Asphalt Agreement
   26




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 Customer Contracts  Continued
 Fuel Oil Agreement
  Consulting Agreements
 JBR Capital
   Richard R. Canney
   27




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 CEOcast
  Concentrations of Credit Risk
  Tax obligations of Penn Octane resulting from the Spin-Off
   Partnership Tax Treatment and Regional Income Taxes
   28




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 Partnership Tax Treatment and Regional Income Taxes Continued
       29




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 Partnership Tax Treatment and Regional Income Taxes Continued
    From July 28, 2007toSeptember 30, 2007Current Tax ExpenseFederal
    
    $
    109,000Foreign
    
    
    State
    
    
    21,000130,000Deferred Tax ExpenseFederal
    
    
    (80,000
    )Foreign
    
    
    State
    
    
    (15,000
    )(95,000
    )Total
    
    $
    35,000
  From July 28, 2007 toSeptember 30, 2007Percent ofAmount
    
    
    Book IncomeFederal income tax
    
    $
    31,000
    
    
    
    34.00
    %State taxes (net of federal benefit)
    
    
    4,000
    
    
    
    4.00
    %$
    35,000
    
    
    
    38.00
    %
  30




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  COMMITMENTS AND CONTINGENCIES  Continued
 Partnership Tax Treatment and Regional Income Taxes Continued
  Deferred Tax Liabilities:CurrentPrepaids
    
    $
    15,000Cash to accrual adjustment
    
    
    92,000Noncurrent:Depreciation
    
    
    2,211,000Deferred Tax Liability
    
    $
    2,318,000
 Guarantees and Assets Pledged on Certain of Penn Octanes Obligations
  Fuel Products trade accounts payable
    
    $
    4,900,000Lines of credit
    
    $
    6,600,000Letters of credit in excess of Fuel Products
trade accounts payable
    
    $
    1,700,000
  Accounts receivable
    
    $
    8,600,000Restricted cash
    
    $
    500,000Inventory
    
    $
    300,000Property, plant and equipment, net
    
    $
    10,600,000
  Accounts receivable
    
    $
    1,500,000Property, plant and equipment, net
    
    $
    10,300,000
  31




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE K  RELATED PARTY TRANSACTIONS
   Omnibus Agreement
      32




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE L  401K
  NOTE M  SUBSEQUENT EVENT
 GM Oil Properties, Inc.
     33




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE M  SUBSEQUENT EVENT  Continued
 GM Oil Properties, Inc.  Continued
  Penny Petroleum Corporation
   34




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE M  SUBSEQUENT EVENT  Continued
 GO, LLC
    
  35




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##### Table of Contents



Item 2 Managements Discussion and Analysis of Financial Condition and Results of Operations
 Rio Vista Energy Partners L.P. and its consolidated subsidiaries are collectively hereinafter
referred to as Rio Vista.
 The following discussion of Rio Vistas liquidity and capital resources should be read in
conjunction with the unaudited consolidated financial statements of Rio Vista and related notes
thereto appearing elsewhere herein. References to specific years preceded by fiscal (e.g. fiscal
2007) refer to Rio Vistas fiscal year ending December 31.
 Forward-Looking Statements
 The statements contained in this Quarterly Report that are not historical facts are
forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and
Section 21E of the Securities Exchange Act of 1934. These forward-looking statements may be
identified by the use of forward-looking terms such as believes, expects, may, will,
should or anticipates or by discussions of strategy that inherently involve risks and
uncertainties. From time to time, Rio Vista has made or may make forward-looking statements,
orally or in writing. These forward-looking statements include statements regarding anticipated
future revenues, sales, working capital, LPG supply, LPG pricing, operations, demand, competition,
capital expenditures, future acquisitions, additional financing, the deregulation of the LPG market
in Mexico, the operations of the US  Mexico Pipelines, the Matamoros Terminal Facility, other
upgrades to facilities, foreign ownership of LPG operations, short-term obligations and credit
arrangements, Transportation and Terminaling Business, TransMontaigne Note, RZB Loan Agreement,
TLP Transaction, Senior Secured Credit Facility, the Oklahoma acquisitions, cash distributions,
Qualifying Income, partnership tax treatment, guarantees, Penn Octane, the Spin-Off, risk
factors and other statements regarding matters that are not historical facts, and involve
predictions which are based upon a number of future conditions that ultimately may prove to be
inaccurate. Actual results, performance or achievements could differ materially from the results
expressed in, or implied by, these forward-looking statements. Factors that may cause or
contribute to such differences include those discussed under Risk Factors and Managements
Discussion and Analysis of Financial Condition and Results of Operations, as well as those
discussed elsewhere in this Report on Form 10-Q . These factors may not include all material risks
facing Rio Vista.
 Overview
   36




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##### Table of Contents



Liquidity and Capital Resources 
Distributions of Available Cash)
  37




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##### Table of Contents



Acquisition of Regional Enterprizes, Inc.
       38




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##### Table of Contents



Pending Acquisition of Oklahoma Assets
 GM Oil Properties, Inc.
      39




---



##### Table of Contents



Penny Petroleum Corporation
  GO, LLC
   40




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##### Table of Contents



LPG Transportation Agreement
   41




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##### Table of Contents



Actual VolumesMonth
    
    Sold/Transported(gallons)January 2006
    
    
    14,757,646February 2006
    
    
    11,940,257March 2006
    
    
    11,606,435April 2006
    
    
    6,035,733May 2006
    
    
    5,733,193June 2006
    
    
    7,130,666July 2006
    
    
    4,937,441August 2006
    
    
    5,408,563September 2006
    
    
    6,402,253October 2006
    
    
    8,908,931November 2006
    
    
    9,906,874December 2006
    
    
    10,448,614January 2007
    
    
    10,362,590February 2007
    
    
    8,590,460March 2007
    
    
    8,772,010April 2007
    
    
    6,492,361May 2007
    
    
    5,818,669June 2007
    
    
    5,480,023July 2007
    
    
    5,552,780August 2007
    
    
    5,466,599September 2007
    
    
    6,892,100October 2007
    
    
    8,864,583
    42




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##### Table of Contents



Letter of Intent for Retained Assets
   
    
    Restated and Amended Promissory Note (the Restated Promissory Note), in the
principal amount of $1.0 million, payable to TPSI by RVOP on or before December 31,
2007.
    
    Restated and Amended Security Agreement (the Restated Security Agreement),
granting TLP and TPSI a first priority security interest in the Assets in order to
secure the obligations of RVOP under the Letter of Intent and the Restated
Promissory Note.
    
    First Priority Equity Interest Pledge Agreement, granting TLP and TPSI a first
priority security interest in the corporate capital of POM.
    
    First Priority Equity Interest Pledge Agreement, granting TLP and TPSI a first
priority security interest in the corporate capital of Termatsal.
    
    Assignment Agreement, assigning TLP and TPSI the existing rights of RVOP in the
equity interests of Tergas in the event of a default by RVOP in its obligations
under the Letter of Intent or the Restated Promissory Note.
     43




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##### Table of Contents



Potential Factors Affecting Future Demand For The Retained Assets:
 Trends
     Dependence on TransMontaigne
   44




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##### Table of Contents



Results of Operations
 The following discussion of Rio Vistas results of operations from continuing operations for
all periods presented excludes the results of operations related to the Sold Assets, including
revenues, direct costs and associated interest expenses, which have been reclassified as
discontinued operations (see below). As a result, the results of operations from continuing
operations reflects only the results associated with the Transportation and Terminaling Business
associated with bulk and petroleum products associated with Regional operations and LPG, including
all costs associated with operation of the US-Mexico Pipelines and Matamoros Terminal Facility and
all indirect income and expenses of Rio Vista. Revenues from Rio Vistas Transportation and
Terminaling Business commenced on August 22, 2006 although expenses associated with operation of
the US-Mexico Pipelines and Matamoros Terminal Facility were incurred during the entire period for
each period presented. Regional will be included in the consolidated financial statements
subsequent to the date of the Regional Acquisition. Regionals results of operations commenced on
July 28, 2007.
 Continuing Operations:
 Three months ended September 30, 2007 Compared With Three months ended September 30, 2006
 Revenues.
 Cost of goods sold.
 Selling, general and administrative expenses.
 Nine months ended September 30, 2007 Compared With Nine months ended September 30, 2006
 Revenues.
 Cost of goods sold.
  45




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##### Table of Contents



Selling, general and administrative expenses.
 Discontinued Operations:
  Three months ended
    
    Three months ended
    
    Nine months ended
    
    Nine months endedSeptember 30, 2006
    
    September 30, 2007
    
    September 30, 2006
    
    September 30, 2007Volume SoldLPG (millions of gallons)  PMI
    
    
    9.0
    
    
    
    
    
    
    
    66.2
    
    
    
    Average sales priceLPG (per gallon)  PMI

    
    
    $1.23
    

    
    
    $
    

    
    
    $1.08
    

    
    
    $
 Sales of LPG ceased on August 21, 2006, immediately
prior to the Restated LPG Asset Sale
 Rio Vistas results of operations from discontinued operations of its LPG sales business
applies only for the three months and nine months ended September 30, 2006 since these operations
were sold on August 21, 2006. As a result, there is no comparison of such operations presented for
the three months and nine months ended September 30, 2006 and September 30, 2007.
  46




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##### Table of Contents



Liquidity and Capital Resources
    TransMontaigne Note.
 Sellers Note.
  47




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##### Table of Contents



Guarantees and Assets Pledged on Certain of Penn Octanes Obligations.
   RZB Obligation
      48




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##### Table of Contents



Guarantees and Assets Pledged on Certain of Penn Octanes Obligations
  Fuel Products trade payables
    
    $
    4.9Lines of credit
    
    $
    6.6Letters of credit in excess of Fuel Products
trade payables
    
    $
    1.7
  Accounts receivable
    
    $
    8.6Restricted cash
    
    $
    0.5Inventory
    
    $
    0.3Property, plant and equipment, net
    
    $
    10.6
  Accounts receivable
    
    $
    1.5Property, plant and equipment, net
    
    $
    10.3
  Payments due by Period(Amounts in Millions)Less than
    
    
    1 - 3
    
    
    4 - 5
    
    
    AfterContractual Obligations
    
    Total
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLong-Term Debt Obligations
    
    $
    6.9
    
    
    $
    6.4
    
    
    $
    .5
    
    
    $
    
    
    
    $
    Operating Leases
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    LPG Purchase Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Other Long-Term Obligations
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Total Contractual Cash Obligations
    
    $
    6.9
    
    
    $
    6.4
    
    
    $
    .5
    
    
    $
    
    
    
    $
    
  49




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##### Table of Contents



Amount of Commitment ExpirationPer Period(Amounts in Millions)Total Amounts
    
    
    Less than
    
    
    1 - 3
    
    
    4 - 5
    
    
    OverCommercial Commitments
    
    Committed
    
    
    1 Year
    
    
    Years
    
    
    Years
    
    
    5 YearsLines of Credit
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Standby Letters of Credit
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Guarantees
    
    
    13.2
    
    
    
    13.2
    
    
    
    
    
    
    
    
    
    
    
    Standby Repurchase Obligations
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/AOther Commercial Commitments
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/ATotal Commercial Commitments
    
    $
    13.2
    
    
    $
    13.2
    
    
    $
    
    
    
    $
    
    
    
    $
    
 Income Taxes.
  Partnership Tax Treatment and Regional Income Taxes.
 Legal Proceedings.
 Consulting Agreements
 Distributions of Available Cash.
   50




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##### Table of Contents



Leases
 Norfolk Southern Leases .
   Other .
  51




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##### Table of Contents



Customer Contracts
 Asphalt Agreement .
 Fuel Oil Agreement .
 Mexican Operations.
  Deregulation of the LPG Industry in Mexico. Ley Reglarmentaria del Artículo 27 Constitutional en el Ramo del Petróleo Ley Orgánica del Petróleos Mexicanos
y Organismos Subsidiarios
  52




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##### Table of Contents



Partners Capital.
 Common Units
   General Partner Interest
   53




---



##### Table of Contents



Unit Options
      54




---



##### Table of Contents



Related Party Transactions
   Omnibus Agreement.
   Impact of Inflation
  Environmental Matters
   55




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##### Table of Contents



Recently Issued Financial Accounting Standards
  Statement by Management Concerning Review of Interim Information by An Independent Registered
Public Accounting Firm.
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk.
   
 Item 4T. Controls and Procedures.
    56




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##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 Business Factors.
 Management Factors
 Acquisition Factors.
  57




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##### Table of Contents



Competitive Factors.
 International Factors.
 Political Factors.
 Industry and Economic Factors.
 Market Risk Factors.
 Internal Control Factors.
 Projections.
  58




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##### Table of Contents



Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
   
 Item 3. Defaults upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
   59




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##### Table of Contents



Item 6 Exhibits
 The following exhibits are incorporated by reference to previously filed reports, as
noted.
 Exhibit No.
 2.1
    
    Distribution Agreement dated September 16, 2004 by and among Penn
Octane Corporation, Rio Vista Energy Partners L.P. and Subsidiaries.
(Incorporated by reference to Rio Vistas registration statement on
Form 10 filed August 26, 2004 and amended Form 10 filed on September
16, 2004) (SEC File No. 000-50394).2.2
    
    Purchase and Sale Agreement dated August 15, 2005 as amended and
restated on August 15, 2006 entered into by and between Rio Vista
Operating Partnership L.P. and TransMontaigne Product Services Inc.
(Incorporated by reference to Rio Vistas Quarterly Report on Form
10-Q for the quarter ended September 30, 2006 filed on November 20,
2006, SEC File No. 000-50394).2.3
    
    Agreement And Plan Of Merger, Made As Of The 27th Day Of July, 2007,
By And Among Rio Vista Energy Partners L.P., (Buyer); Regional
Enterprises, Inc., A Virginia Corporation And Newly Formed, Wholly
Owned Subsidiary Of Buyer (Merger Sub); Regional Enterprizes, Inc.
(Also Known As Regional Enterprises, Inc.), A Virginia Corporation
(Company); The Shareholders Of Company; And W. Gary Farrar, Jr.
(Principal). (Incorporated by reference to Rio Vistas Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 filed on
August 20, 2007, SEC File No. 000-50394).2.4
    
    Articles Of Merger Of Regional Enterprises, Inc. A Virginia
Corporation, And Regional Enterprizes, Inc., A Virginia Corporation
Dated July 27 2007. (Incorporated by reference to Rio Vistas
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
filed on August 20, 2007, SEC File No. 000-50394).3.1
    
    First Amendment to Amended and Restated Limited Liability Company
Agreement of Rio Vista GP LLC dated October 2, 2006.  (Incorporated by
reference to Rio Vistas Annual Report on Form 10-K for the year ended
December 31, 2005 filed on April 6, 2006, SEC File No. 000-50394).3.2
    
    Certificate of Limited Partnership of Rio Vista Energy Partners L.P.
filed July 10, 2003.  (Incorporated by reference to Rio Vistas
registration statement on Form 10 filed August 26, 2004 and amended
Form 10 filed on September 16, 2004) (SEC File No. 000-50394).3.3
    
    First Amended and Restated Limited Partnership Agreement of Rio Vista
Energy Partners L.P. dated September 16, 2004.  (Incorporated by
reference to Rio Vistas registration statement on Form 10 filed
August 26, 2004 and amended Form 10 filed on September 16, 2004) (SEC
File No. 000-50394).3.4
    
    Certificate of Limited Partnership of Rio Vista Operating Partnership
L.P.  (Incorporated by reference to Rio Vistas registration statement
on Form 10 filed August 26, 2004 and amended Form 10 filed on
September 16, 2004) (SEC File No. 000-50394).3.5
    
    First Amended and Restated Limited Partnership Agreement of Rio Vista
Operating Partnership L.P. dated September 16, 2004.  (Incorporated by
reference to Rio Vistas registration statement on Form 10 filed
August 26, 2004 and amended Form 10 filed on September 16, 2004) (SEC
File No. 000-50394).3.6
    
    Certificate of Formation of Rio Vista GP LLC.  (Incorporated by
reference to Rio Vistas registration statement on Form 10 filed
August 26, 2004 and amended Form 10 filed on September 16, 2004) (SEC
File No. 000-50394).
  60




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##### Table of Contents



3.7
    
    Rio Vista GP LLC Amended and Restated Limited Liability Company
Agreement dated as of September 16, 2004.  (Incorporated by reference
to Rio Vistas registration statement on Form 10 filed August 26,
2004 and amended Form 10 filed on September 16, 2004) (SEC File No.
000-50394).3.8
    
    Certificate of Formation of Rio Vista Operating GP LLC filed July 10,
2003.  (Incorporated by reference to Rio Vistas registration
statement on Form 10 filed August 26, 2004 and amended Form 10 filed
on September 16, 2004) (SEC File No. 000-50394).3.9
    
    Limited Liability Company Agreement of Rio Vista Operating GP LLC
dated July 10, 2003.  (Incorporated by reference to Rio Vistas
registration statement on Form 10 filed August 26, 2004 and amended
Form 10 filed on September 16, 2004) (SEC File No. 000-50394).3.10
    
    Amendment of Certificate of Limited Partnership of Rio Vista Energy
Partners L.P. filed September 17, 2003.  (Incorporated by reference
to Rio Vistas Quarterly Report on Form 10-Q for the quarter ended
September 30, 2004 filed on November 22, 2004, SEC File No.
000-50394).3.11
    
    Amendment to Certificate of Limited Partnership of Rio Vista
Operating Partnership L.P.  (Incorporated by reference to Rio Vistas
Quarterly Report on Form 10-Q for the quarter ended September 30,
2004 filed on November 22, 2004, SEC File No. 000-50394).3.12
    
    First Amendment to the First Amended and Restated Agreement of
Limited Partnership of Rio Vista Energy Partners L.P. dated as of
October 26, 2005. (Incorporated by reference to Rio Vistas Quarterly
Report on Form 10-Q for the quarter ended September 30, 2005 filed on
November 21, 2005, SEC File No. 000-50394).3.13
    
    First Amendment to the First Amended and Restated Agreement of
Limited Partnership of Rio Vista Operating Partnership L.P. dated as
of October 26, 2005.  (Incorporated by reference to Rio Vistas
Quarterly Report on Form 10-Q for the quarter ended September 30,
2005 filed on November 21, 2005, SEC File No. 000-50394).4.1
    
    Specimen Unit Certificate for Common Units (contained in Exhibit
3.2).  (Incorporated by reference to Rio Vistas registration
statement on Form 10 filed August 26, 2004 and amended Form 10 filed
on September 16, 2004) (SEC File No. 000-50394).10.1
    
    Contribution, Conveyance and Assumption Agreement entered into as of
September 16, 2004 by and among Penn Octane Corporation, Rio Vista GP
LLC, Rio Vista Energy Partners L.P., Rio Vista Operating GP LLC and
Rio Vista Operating Partnership L.P.  (Incorporated by reference to
Rio Vistas registration statement on Form 10 filed August 26, 2004
and amended Form 10 filed on September 16, 2004) (SEC File No.
000-50394).10.2
    
    Omnibus Agreement entered into as of September 16, 2004 by and among
Penn Octane Corporation, Rio Vista GP LLC, Rio Vista Energy Partners,
L.P. and Rio Vista Operating Partnership L.P.  (Incorporated by
reference to Rio Vistas registration statement on Form 10 filed
August 26, 2004 and amended Form 10 filed on September 16, 2004) (SEC
File No. 000-50394).10.3
    
    Purchase Contract made and entered into effective as of October 1,
2004 by and between Penn Octane Corporation and Rio Vista Operating
Partnership L.P.  (Incorporated by reference to Rio Vistas
registration statement on Form 10 filed August 26, 2004 and amended
Form 10 filed on September 16, 2004) (SEC File No. 000-50394).10.4
    
    Form of Unit Purchase Option between Penn Octane Corporation and
Shore Capital LLC.  (Incorporated by reference to Rio Vistas
registration statement on Form 10 filed August 26, 2004 and amended
Form 10 filed on September 16, 2004 )(SEC File No. 000-50394).
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10.5
    
    Form of Unit Purchase Option between Penn Octane Corporation and
Jerome B. Richter.  (Incorporated by reference to Rio Vistas
registration statement on Form 10 filed August 26, 2004 and amended
Form 10 filed on September 16, 2004) (SEC File No. 000-50394).10.6
    
    Rio Vista Energy Partners L.P. Unit option Agreement dated July 10,
2003 granted to Shore Capital LLC.  (Incorporated by reference to
Rio Vistas registration statement on Form 10 filed August 26, 2004
and amended Form 10 filed on September 16, 2004) (SEC File No.
000-50394).10.7
    
    Forms of Warrants to Purchase Common Units to be issued to Penn
Octane warrant holders.  (Incorporated by reference to Rio Vistas
registration statement on Form 10 filed August 26, 2004 and amended
Form 10 filed on September 16, 2004) (SEC File No. 000-50394).10.8
    
    Form of RVGP Voting Agreement by and among Rio Vista GP LLC, Penn
Octane Corporation and the members of Rio Vista GP LLC.
(Incorporated by reference to Rio Vistas registration statement on
Form 10 filed August 26, 2004 and amended Form 10 filed on September
16, 2004 )(SEC File No. 000-50394).10.9
    
    Conveyance Agreement effective September 30, 2004 from Penn Octane
Corporation in favor of Rio Vista Operating Partnership L.P.
(Incorporated by reference to Rio Vistas Quarterly Report on Form
10-Q for the quarter ended September 30, 2004 filed on November 22,
2004, SEC File No. 000-50394).10.10
    
    Amendment No. 1 to Omnibus Agreement entered into as of September
16, 2004 by and among Penn Octane Corporation, Rio Vista GP LLC, Rio
Vista Energy Partners L.P. and Rio Vista Operating Partnership L.P.
(Incorporated by reference to Rio Vistas Quarterly Report on Form
10-Q for the quarter ended September 30, 2004 filed on November 22,
2004, SEC File No. 000-50394).10.11
    
    Guaranty & Agreement between Rio Vista Energy Partners L.P. and RZB
Finance LLC dated as of September 15, 2004.  (Incorporated by
reference to Rio Vistas Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004 filed on November 22, 2004, SEC
File No. 000-50394).10.12
    
    Guaranty & Agreement between Rio Vista Operating Partnership L.P.
and RZB Finance LLC dated as of September 15, 2004.  (Incorporated
by reference to Rio Vistas Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004 filed on November 22, 2004, SEC
File No. 000-50394).10.13
    
    General Security Agreement between Rio Vista Energy Partners L.P.
and RZB Finance LLC dated as of September 15, 2004.  (Incorporated
by reference to Rio Vistas Quarterly Report on Form 10-Q for the
quarter ended September 30, 2004 filed on November 22, 2004, SEC
File No. 000-50394).10.14
    
    General Security Agreement between Rio Vista Operating Partnership
L.P. and RZB Finance LLC dated as of September 15, 2004.
(Incorporated by reference to Rio Vistas Quarterly Report on Form
10-Q for the quarter ended September 30, 2004 filed on November 22,
2004, SEC File No. 000-50394).10.15
    
    Rio Vista Energy Partners L.P. 2005 Equity Incentive Plan
(Incorporated by reference to Rio Vistas Annual Report on Form 10-K
for the year ended December 31, 2004 filed on April 12, 2005, SEC
File No. 000-50394).10.16
    
    Promissory note dated August 15, 2005 between Rio Vista Operating
Partnership L.P. and TransMontaigne Product Services Inc.
(Incorporated by reference to Rio Vistas Quarterly Report on Form
10-Q for the quarter ended September 30, 2005 filed on August 19,
2005, SEC File No. 000-50394).
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10.17
    
    Security agreement dated August 15, 2005 between Rio Vista Operating
Partnership L.P. and TransMontaigne Product Services Inc.
(Incorporated by reference to Rio Vistas Quarterly Report on Form
10-Q for the quarter ended September 30, 2005 filed on August 19,
2005, SEC File No. 000-50394).10.18
    
    Amended and Restated Consulting Agreement dated November 15, 2005
between Penn Octane Corporation, Rio Vista Energy Partners and
Jerome B. Richter. (Incorporated by reference to Rio Vistas
Quarterly Report on Form 10-Q for the quarter ended September 30,
2005 filed on November 21, 2005, SEC File No. 000-50394).10.19
    
    Unit Purchase Option effective February 6, 2007 between Shore Trading LLC and Penn
Octane Corporation.  (Incorporated by reference to Rio Vistas Annual Report on Form 10-K
for the year ended December 31, 2006 filed on April 17, 2007, SEC File No. 000-50394).10.20
    
    Consent to Transfer of Units, Acknowledgement of Representation, and Waiver of
Conflicts dated February 6, 2007 among Penn Octane Corporation, Rio Vista GP LLC and
Shore Trading LLC.  (Incorporated by reference to Rio Vistas Annual Report on Form 10-K
for the year ended December 31, 2006 filed on April 17, 2007, SEC File No. 000-50394).10.21
    
    Consulting Agreement entered into on March 5, 2007, with an effective date of
November 15, 2006 by and between Penn Octane Corporation and Rio Vista Energy Partners
L.P. and JBR Capital Resources, Inc.  (Incorporated by reference to Rio Vistas Annual
Report on Form 10-K for the year ended December 31, 2006 filed on April 17, 2007, SEC
File No. 000-50394).10.22
    
    Letter agreement dated March 5, 2007 by and between Penn Octane
Corporation, Rio Vista Energy Partners L.P. and JBR Capital Resources, Inc.
(Incorporated by reference to Rio Vistas Annual Report on Form 10-K for the year ended
December 31, 2006 filed on April 17, 2007, SEC File No. 000-50394).10.23
    
    Form of Rio Vista GP LLC Chairman Services Agreement.  (Incorporated by
reference to Rio Vistas Annual Report on Form 10-K for the year ended December 31, 2006
filed on April 17, 2007, SEC File No. 000-50394).10.24
    
    Form of Rio Vista GP LLC Managers Services Agreement.  (Incorporated by reference to
Rio Vistas Annual Report on Form 10-K for the year ended December 31, 2006 filed on April
17, 2007, SEC File No. 000-50394).10.25
    
    Form of Rio Vista GP LLC Manager and Officer Indemnification Agreement.
(Incorporated by reference to Rio Vistas Annual Report on Form 10-K for the year ended
December 31, 2006 filed on April 17, 2007, SEC File No. 000-50394).10.26
    
    Form of Nonqualified Unit Option Agreement under the 2005 Rio Vista Energy Partners
L.P. Equity    Incentive Plan.  (Incorporated by reference to Rio Vistas Annual Report on
Form 10-K for the year ended December 31, 2006 filed on April 17, 2007, SEC File No.
000-50394).10.27
    
    Consulting Agreement, With An Effective Date Of November 1, 2006 By And Between Penn
Octane Corporation And Rio Vista Energy Partners L.P. And Ricardo Rodriguez Canney.
(Incorporated by reference to Rio Vistas Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 filed on August 20, 2007, SEC File No. 000-50394).10.28
    
    Consulting Agreement Made And Entered Into As Of The 2nd Day Of July, 2007 Between
Rio Vista Energy Partners, L.P. And Ceocast, Inc. (Incorporated by reference to Rio
Vistas Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed on August
20, 2007, SEC File No. 000-50394).
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10.29
    
    Employment And Non-Competition Agreement Effective As Of The 27th Day Of July, 2007
Made By And Between Regional Enterprises, Inc. And W. Gary Farrar, III. (Incorporated by
reference to Rio Vistas Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
filed on August 20, 2007, SEC File No. 000-50394).10.30
    
    Escrow Agreement Between Rio Vista Energy Partners L.P., Regional Enterprises, Inc.,
W. Gary Farrar, Jr., And First Capital Bank, Effective As Of The 27th Day Of July, 2007.
(Incorporated by reference to Rio Vistas Quarterly Report on Form 10-Q for the quarter
ended June 30, 2007 filed on August 20, 2007, SEC File No. 000-50394).10.31
    
    Loan Agreement Dated As Of July 26, 2007, And Entered Into Between Rio Vista Energy
Partners L.P., And RZB Finance LLC  (Incorporated by reference to Rio Vistas Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File
No. 000-50394).10.32
    
    Guaranty And Agreement Between Regional Enterprises, Inc., And RZB Finance LLC Dated
As Of July 26, 2007. (Incorporated by reference to Rio Vistas Quarterly Report on Form
10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File No.
000-50394).10.33
    
    Guaranty And Agreement Between Penn Octane Corporation, And RZB Finance LLC Dated As
Of July 26, 2007. (Incorporated by reference to Rio Vistas Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File No. 000-50394).10.34
    
    Guaranty And Agreement Between Rio Vista Operating Partnership L.P., And RZB Finance
LLC Dated As Of July 26, 2007. (Incorporated by reference to Rio Vistas Quarterly Report
on Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File No.
000-50394).10.35
    
    $5,000,000 Promissory Note Dated July 26, 2007 Issued By Rio Vista Energy Partners
L.P.,  To RZB Finance LLC. (Incorporated by reference to Rio Vistas Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File No.
000-50394).10.36
    
    General Security Agreement dated July 26, 2007 between RZB Finance LLC and Regional
Enterprises, Inc. (Incorporated by reference to Rio Vistas Quarterly Report on Form 10-Q
for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File No. 000-50394).10.37
    
    Pledge Agreement, Made This 26th Day Of July, 2007, By And Between: Rio Vista Energy
Partners L.P., And RZB Finance LLC. (Incorporated by reference to Rio Vistas Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File
No. 000-50394).10.38
    
    First Amendment To Line Letter Dated As Of July 26, 2007, Between RZB Finance LLC
And Penn Octane Corporation. (Incorporated by reference to Rio Vistas Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File No.
000-50394).10.39
    
    Debt Assumption Agreement Made As Of The 26th Day Of July, 2007, By And Between Rio
Vista Energy Partners L.P., And Regional Enterprises, Inc. (Incorporated by reference to
Rio Vistas Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed on
August 20, 2007, SEC File No. 000-50394).
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10.40
    
    $5,000,000 Debt Assumption Note Dated July 26, 2007 Issued By Regional Enterprises,
Inc., To Rio Vista Energy Partners L.P. (Incorporated by reference to Rio Vistas
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007 filed on August 20,
2007, SEC File No. 000-50394).10.41
    
    $2,500.000 Promissory Note Dated July 26, 2007 Issued By Regional Enterprises, Inc.,
To Rio Vista Energy Partners L.P. (Incorporated by reference to Rio Vistas Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File
No. 000-50394).10.42
    
    Environmental Indemnity Agreement Made As Of The 26th Day Of July, 2007 By Regional
Enterprises, Inc. And RZB Finance LLC. (Incorporated by reference to Rio Vistas Quarterly
Report on Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File
No. 000-50394).10.43
    
    Reaffirmation Of Security Agreements, Dated As Of July 26, 2007 By And Among Rio
Vista Energy Partners L.P., Penn Octane Corporation And Rio Vista Operating Partnership
L.P., And RZB Finance LLC. (Incorporated by reference to Rio Vistas Quarterly Report on
Form 10-Q for the quarter ended June 30, 2007 filed on August 20, 2007, SEC File No.
000-50394).14.1
    
    Code of Business Conduct of Rio Vista (2007).  (Incorporated by reference to Rio
Vistas Annual Report on Form 10-K for the year ended December 31, 2006 filed on April 17,
2007, SEC File No. 000-50394).
 The following Exhibits are filed as part of this report:
 Exhibit No.10.44
    
    Binding Letter of Intent made and entered into by and between TransMontaigne
Partners L.P. and Rio Vista Operating Partnership L.P. effective and binding as of
September 12, 200710.45
    
    Restated and Amended Promissory Note dated September 12, 2007 between Rio Vista
Operating Partnership L.P. and TransMontaigne Product Services, Inc.10.46
    
    Restated and Amended Security Agreement made this 12th day of September 2007,
among Rio Vista Operating Partnership, L.P. and TransMontaigne Product Services, Inc. and
TransMontaigne Partners L.P.10.47
    
    First Priority Equity Interest Pledge Agreement entered into on this 12th day of
September, 2007 by and among Rio Vista Operating Partnership, L.P., Penn Octane
International, LLC, and TransMontaigne Product Services, Inc. and TransMontaigne Partners
L.P. with the acknowledgment of Penn Octane de Mexico, S. de R.L. de C.V.10.48
    
    First Priority Equity Interest Pledge Agreement entered into on this 12th day of
September, 2007 by and among Rio Vista Operating Partnership, L.P., Penn Octane
International, LLC, and TransMontaigne Product Services, Inc. and TransMontaigne Partners
L.P. with the acknowledgment of Termatsal, S. de R.L. de C.V.10.49
    
    Assignment Agreement entered into on this 12th day of September, 2007 by and
between Rio Vista Operating Partnership, L.P., and TransMontaigne Partners L.P. and
TransMontaigne Product Services, Inc.31.1
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act31.2
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act32
    
    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes  Oxley Act of 2002
 www.sec.gov
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SIGNATURES
  RIO VISTA ENERGY PARTNERS L.P.November 19, 2007
    By:
    /s/ Ian T. BothwellIan T. BothwellActing Chief Executive Officer, Acting
President, Vice-President, Chief Financial
Officer, Treasurer and Assistant Secretary
(Principal Executive, Financial and
Accounting Officer) of Rio Vista GP LLC,
general partner of Rio Vista Energy Partners
L.P.  66




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EXHIBIT INDEX
 Exhibit No.
    
    Description10.44
    
    Binding Letter of Intent made and entered into by and between TransMontaigne
Partners L.P. and Rio Vista Operating Partnership L.P. effective and binding as of
September 12, 200710.45
    
    Restated and Amended Promissory Note dated September 12, 2007 between Rio Vista
Operating Partnership L.P. and TransMontaigne Product Services, Inc.10.46
    
    Restated and Amended Security Agreement made this 12th day of September 2007,
among Rio Vista Operating Partnership, L.P. and TransMontaigne Product Services, Inc. and
TransMontaigne Partners L.P.10.47
    
    First Priority Equity Interest Pledge Agreement entered into on this 12th day of
September, 2007 by and among Rio Vista Operating Partnership, L.P., Penn Octane
International, LLC, and TransMontaigne Product Services, Inc. and TransMontaigne Partners
L.P. with the acknowledgment of Penn Octane de Mexico, S. de R.L. de C.V.10.48
    
    First Priority Equity Interest Pledge Agreement entered into on this 12th day of
September, 2007 by and among Rio Vista Operating Partnership, L.P., Penn Octane
International, LLC, and TransMontaigne Product Services, Inc. and TransMontaigne Partners
L.P. with the acknowledgment of Termatsal, S. de R.L. de C.V.10.49
    
    Assignment Agreement entered into on this 12th day of September, 2007 by and
between Rio Vista Operating Partnership, L.P., and TransMontaigne Partners L.P. and
TransMontaigne Product Services, Inc.31.1
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act31.2
    
    Certification Pursuant to Rule 13a-14(a) / 15d  14(a) of the Exchange Act32
    
    Certification Pursuant to 18 U.S.C. Section 1350 as Adopted Pursuant to
Section 906 of the Sarbanes  Oxley Act of 2002
  67