##### 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 March 31, 2008
 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 E. Alton Gloor Blvd., Suite J, Brownsville, Texas
    
    78526(Address of Principal Executive Offices)
    
    (Zip Code)
 (956) 831-0886
 þ o
  Large Accelerated Filer o
    
    Accelerated Filer o
    
    Non-Accelerated Filer o
    
    Smaller Reporting Company þ
 Yes o No þ




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##### 



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
TABLE OF CONTENTS
  
 ITEM
    
    
    
    
    PAGE NO.PART I FINANCIAL INFORMATION1.
    
    Financial StatementsReport of Independent Registered Public Accounting Firm
    
    
    3Consolidated Balance Sheets as of December 31, 2007 and
March 31, 2008 (unaudited)
    
    
    4-5Unaudited Consolidated Statements of Operations for the three months
ended March 31, 2007 and 2008
    
    
    6Unaudited Consolidated Statement of Partners Capital for the three months
ended March 31, 2008
    
    
    7Unaudited Consolidated Statements of Cash Flows for the three months
ended March 31, 2007 and 2008
    
    
    8Notes to Consolidated Financial Statements (unaudited)
    
    
    9-272.
    
    Managements Discussion and Analysis of Financial Condition
and Results of Operations
    
    
    28-363.
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    364T.
    
    Controls and Procedures
    
    
    36PART II OTHER INFORMATION1.
    
    Legal Proceedings
    
    
    371A.
    
    Risk Factors
    
    
    372.
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    373.
    
    Defaults Upon Senior Securities
    
    
    374.
    
    Submission of Matters to a Vote of Security Holders
    
    
    375.
    
    Other Information
    
    
    376.
    
    Exhibits
    
    
    38Signatures
    
    
    39Exhibit 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
        /s/ BURTON McCUMBER & CORTEZ, L.L.P. 
  3




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 
 CONSOLIDATED BALANCE SHEETS
 ASSETS
 December 31,
    
    
    March 31,2007
    
    
    2008(Unaudited)Current AssetsCash
    
    $
    3,450,000
    
    
    $
    2,083,000Restricted cash
    
    
    26,000
    
    
    
    26,000Trade accounts receivable (less allowance for
doubtful accounts of $0 at December 31, 2007
and March 31, 2008)
    
    
    1,446,000
    
    
    
    2,196,000Prepaid expenses and other current assets
    
    
    453,000
    
    
    
    334,000Total current assets
    
    
    5,375,000
    
    
    
    4,639,000Oil and gas properties and related equipment
(successful efforts method)  net
    
    
    26,197,000
    
    
    
    26,430,000Property, plant and equipment  net
    
    
    12,762,000
    
    
    
    12,833,000Other non-current assets
    
    
    
    
    
    
    Goodwill
    
    
    5,121,000
    
    
    
    5,121,000Total assets
    
    $
    49,455,000
    
    
    $
    49,023,000
   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,
    
    
    March 31,2007
    
    
    2008(Unaudited)Current LiabilitiesCurrent maturities of long-term debt
    
    $
    3,361,000
    
    
    $
    4,314,000Short-term debt
    
    
    5,493,000
    
    
    
    5,499,000Due to Penn Octane Corporation, net
    
    
    347,000
    
    
    
    236,000Accounts payable
    
    
    2,101,000
    
    
    
    2,977,000Taxes payable
    
    
    618,000
    
    
    
    679,000Accrued liabilities
    
    
    1,585,000
    
    
    
    2,050,000Total current liabilities
    
    
    13,505,000
    
    
    
    15,755,000Commitments and contingencies
    
    
    
    
    
    
    Long-term debt, less current maturities, net of discount
    
    
    21,250,000
    
    
    
    20,075,000Deferred income taxes
    
    
    3,238,000
    
    
    
    3,238,000Partners CapitalCommon units
    
    
    11,233,000
    
    
    
    9,756,000General Partners equity
    
    
    229,000
    
    
    
    199,000Total partners capital
    
    
    11,462,000
    
    
    
    9,955,000Total liabilities and partners capital
    
    $
    49,455,000
    
    
    $
    49,023,000
   5




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
 (Unaudited)
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2008Revenues
    
    $
    679,000
    
    
    $
    3,095,000Cost of goods sold
    
    
    394,000
    
    
    
    2,414,000Gross profit
    
    
    285,000
    
    
    
    681,000Selling, general and administrative expenses and otherLegal and professional fees
    
    
    288,000
    
    
    
    539,000Salaries and payroll related expenses
    
    
    132,000
    
    
    
    554,000Other
    
    
    299,000
    
    
    
    779,000719,000
    
    
    
    1,872,000Operating loss from operations
    
    
    (434,000
    )
    
    
    (1,191,000
    )Other income (expense)Interest expense
    
    
    (25,000
    )
    
    
    (876,000
    )Interest income
    
    
    
    
    
    
    7,000Loss from operations before taxes
    
    
    (459,000
    )
    
    
    (2,060,000
    )Provision for income taxes
    
    
    (11,000
    )
    
    
    (5,000
    )Net loss
    
    $
    (470,000
    )
    
    $
    (2,065,000
    )Net loss allocable to the partners
    
    $
    (470,000
    )
    
    $
    (2,065,000
    )Less General Partners interest in net loss
    
    
    9,000
    
    
    
    41,000Net loss allocable to the common units
    
    $
    (461,000
    )
    
    $
    (2,024,000
    )Net loss per common unit
    
    $
    (0.24
    )
    
    $
    (0.83
    )Weighted average common units outstanding
    
    
    1,910,656
    
    
    
    2,452,918
   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, 2007
    
    
    2,429,206
    
    
    
    11,233,000
    
    
    
    229,000
    
    
    
    11,462,000Net loss
    
    
    
    
    
    
    (2,024,000
    )
    
    
    (41,000
    )
    
    
    (2,065,000
    )Exercise of options for cash
    
    
    61,875
    
    
    
    759,000
    
    
    
    15,000
    
    
    
    774,000Exercise of options in exchange for
severance package
    
    
    15,625
    
    
    
    217,000
    
    
    
    5,000
    
    
    
    222,000Units issued as bonus compensation
    
    
    8,812
    
    
    
    120,000
    
    
    
    3,000
    
    
    
    123,000Registration costs
    
    
    
    
    
    
    (199,000
    )
    
    
    (5,000
    )
    
    
    (204,000
    )Cash distribution to partners
    
    
    
    
    
    
    (608,000
    )
    
    
    (12,000
    )
    
    
    (620,000
    )Contribution from the General Partner
    
    
    
    
    
    
    116,000
    
    
    
    2,000
    
    
    
    118,000Unit based compensation
    
    
    
    
    
    
    142,000
    
    
    
    3,000
    
    
    
    145,000Balance as of March 31, 2008
    
    
    2,515,518
    
    
    $
    9,756,000
    
    
    $
    199,000
    
    
    $
    9,955,000
   7




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##### Table of Contents



Rio Vista Energy Partners L.P. and Subsidiaries
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
 (Unaudited)
 Three Months
    
    
    Three MonthsEnded
    
    
    EndedMarch 31,
    
    
    March 31,2007
    
    
    2008Cash flows from operating activities:Net loss
    
    $
    (470,000
    )
    
    $
    (2,065,000
    )Adjustments to reconcile net loss to net cash provided by (used in) operating activities:Depreciation, depletion and amortization
    
    
    165,000
    
    
    
    493,000Unit-based payment expense
    
    
    40,000
    
    
    
    145,000Amortization of loan discount
    
    
    
    
    
    
    19,000Beneficial conversion
    
    
    
    
    
    
    14,000Changes in current assets and liabilities:Trade accounts receivable
    
    
    (476,000
    )
    
    
    (750,000
    )Prepaid and other current assets
    
    
    4,000
    
    
    
    120,000Trade accounts payable
    
    
    102,000
    
    
    
    Due to/from Penn Octane Corporation, net
    
    
    1,029,000
    
    
    
    (110,000
    )Accrued liabilities and other accounts payable
    
    
    (137,000
    )
    
    
    1,685,000U.S. and foreign taxes payable
    
    
    11,000
    
    
    
    60,000Net cash provided by (used in) operating activities
    
    
    268,000
    
    
    
    (389,000
    )Cash flows from investing activities:Capital expenditures
    
    
    
    
    
    
    (797,000
    )Other non-current assets
    
    
    (2,000
    )
    
    
    Net cash used in by investing activities
    
    
    (2,000
    )
    
    
    (797,000
    )Cash flows from financing activities:Proceeds from exercise of options
    
    
    
    
    
    
    774,000Registration costs
    
    
    
    
    
    
    (203,000
    )Cash distributions to partners
    
    
    (487,000
    )
    
    
    (620,000
    )Reduction of debt
    
    
    
    
    
    
    (250,000
    )Capital contribution
    
    
    
    
    
    
    118,000Net cash provided by financing activities
    
    
    (487,000
    )
    
    
    (181,000
    )Net decrease in cash
    
    
    (221,000
    )
    
    
    (1,367,000
    )Cash at beginning of period
    
    
    3,896,000
    
    
    
    3,450,000Cash at end of period
    
    $
    3,675,000
    
    
    $
    2,083,000Supplemental disclosures of cash flow information:Cash paid during the year for:Interest
    
    $
    60,000
    
    
    $
    1,015,000U.S. and foreign taxes
    
    $
    
    
    
    $
    Supplemental disclosures of noncash transactions:Units and warrants issued and other
    
    $
    40,000
    
    
    $
    Unit based compensation
    
    $
    
    
    
    $
    145,000
   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
 Liquidity and Capital Resources -
Distributions of Available Cash)
      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
     NOTE B  UNIT-BASED PAYMENT
   10




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE B  UNIT-BASED PAYMENT  Continued
  NOTE C   LOSS PER COMMON UNIT
  For the three months ended March 31, 2007Loss
    
    
    Units
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet loss from continuing operations
available to the common units
    
    $
    (461,000
    )Basic EPSNet loss available to the common units
    
    
    (461,000
    )
    
    
    1,910,656
    
    
    $
    (0.24
    )Effect of Dilutive SecuritiesWarrantsDiluted EPSNet 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   LOSS PER COMMON UNIT  Continued
 For the three months ended March 31, 2008Loss
    
    
    Units
    
    
    Per-Unit(Numerator)
    
    
    (Denominator)
    
    
    AmountNet loss from continuing operations
available to the common units
    
    $
    (2,024,000
    )Basic EPSNet loss available to the common units
    
    
    (2,024,000
    )
    
    
    2,452,918
    
    
    $
    (0.83
    )Effect of Dilutive SecuritiesWarrants
    
    
    
    
    
    
    Diluted EPSNet loss available to the common units
    
    
    N/A
    
    
    
    N/A
    
    
    
    N/A
 NOTE D  PROPERTY, PLANT AND EQUIPMENT
  December 31,
    
    
    March 31,2007
    
    
    2008Oklahoma:Pipelines and equipment
    
    $
    6,756,000
    
    
    $
    7,048,000Regional:Land
    
    
    237,000
    
    
    
    237,000Terminal and improvements
    
    
    3,825,000
    
    
    
    3,957,000Automotive equipment
    
    
    2,438,000
    
    
    
    2,438,0006,500,000
    
    
    
    6,632,00013,256,000
    
    
    
    13,680,000Less: accumulated depreciation and amortization
    
    
    (494,000
    )
    
    
    (847,000
    )$
    12,762,000
    
    
    $
    12,833,000
   12




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  DEBT OBLIGATIONS
  December 31,
    
    
    March 31,2007
    
    
    2008RZB Note
    
    $
    5,000,000
    
    
    $
    5,000,000Moores Note (net of discount of $7,000 and
$1,000, respectively)
    
    
    493,000
    
    
    
    499,000Other
    
    
    
    
    
    
    $
    5,493,000
    
    
    $
    5,499,000Long-term debt obligations were as follows:TCW Credit Facility (net of discount of $11,000 and
$2,000, respectively)
    
    $
    23,689,000
    
    
    $
    23,698,000Sellers Note  Regional (net of discount of $78,000
and $59,000, respectively)
    
    
    922,000
    
    
    
    691,00024,611,000
    
    
    
    24,389,000Less current portion
    
    
    3,361,000
    
    
    
    4,314,000$
    21,250,000
    
    
    $
    20,075,000
 Sellers Note  Regional
  TCW Credit Facility
   13




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE E  DEBT OBLIGATIONS  Continued
 TCW Credit Facility  Continued
   Beneficial Conversion Features
  NOTE F  PARTNERS CAPITAL
 Common Units
   14




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE F  PARTNERS CAPITAL  Continued
 Private Placement of Common Units
      15




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE F  PARTNERS CAPITAL  Continued
 Private Placement of Common Units  Continued
  Distributions of Available Cash
    Amounts PaidQuarter
    
    Payment
    
    
    Distribution
    
    
    Common
    
    
    GeneralEnded
    
    Date
    
    
    Per Unit
    
    
    Units
    
    
    PartnerDecember 2007
    
    
    02/14/08
    
    
    $
    0.25
    
    
    $
    607,000
    
    
    $
    12,000March 2008
    
    
    05/16/08
    
    
    $
    0.25
    
    
    $
    629,000
    
    
    $
    13,000
  16




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE G  UNIT WARRANTS
 Options and Warrants
  Equity Incentive Plan
   NOTE H  COMMITMENTS AND CONTINGENCIES
 Legal Proceedings
    17




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  COMMITMENTS AND CONTINGENCIES   Continued
 Legal Proceedings   Continued
 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
    18




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  COMMITMENTS AND CONTINGENCIES   Continued
 Legal Proceedings   Continued
 Nolte v. Regional Enterprizes,
Inc.
   Credit Facility, Letters of Credit and Other
     19




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  COMMITMENTS AND CONTINGENCIES  Continued
 Credit Facility, Letters of Credit and Other  Continued
   Leases
 Norfolk Southern Leases
   20




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  COMMITMENTS AND CONTINGENCIES  Continued
 Leases  Continued
 Norfolk Southern Leases
   Consulting Agreement
  CEOcast
  Concentrations of Credit Risk
   21




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  COMMITMENTS AND CONTINGENCIES   Continued
 Tax obligations of Penn Octane resulting from the Spin-Off
   Partnership Tax Treatment and Regional and MV Income Taxes
      22




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE H  COMMITMENTS AND CONTINGENCIES   Continued
 Partnership Tax Treatment and Regional and MV Income Taxes  Continued
   NOTE I  OIL AND GAS HEDGING ACTIVITIES
   Date
    
    Terms- April 2008  October 2008:
    
    1.0 MMcf/d @ $6.35/Mcf (MV Pipeline production)- April 2008  October 2008:
    
    0.5 MMcf/d @ $7.97/Mcf (Brooken Pipeline production)- November 2008  March 2009:
    
    1.0 MMcf/d @ $8.61/Mcf (MV Pipeline production)- November 2008  March 2009:
    
    0.5 MMcf/d @ $8.61/Mcf (Brooken Pipeline production)
  NOTE J  RELATED PARTY TRANSACTIONS
    23




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RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE J  RELATED PARTY TRANSACTIONS  Continued
 Omnibus Agreement
     NOTE K  401K
   24




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE L  REALIZATION OF ASSETS
       25




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE M    SEGMENT INFORMATION
   Transportation andThree months ended March 31, 2008:
    
    Terminalling
    
    
    Oil and Gas
    
    
    TotalsRevenues from external customers
    
    
    2,107,000
    
    
    
    1,937,000
    
    
    
    4,044,000Interest expense
    
    
    222,000
    
    
    
    638,000
    
    
    
    860,000Interest income
    
    
    
    
    
    
    6,000
    
    
    
    6,000Depreciation and amortization
    
    
    282,000
    
    
    
    211,000
    
    
    
    493,000Segment gross profit
    
    
    345,000
    
    
    
    325,000
    
    
    
    670,000Segment assets
    
    
    12,519,000
    
    
    
    35,929,000
    
    
    
    48,448,000Segment liabilities
    
    
    4,472,000
    
    
    
    26,515,000
    
    
    
    30,987,000Expenditure for segment assets
    
    
    168,000
    
    
    
    683,000
    
    
    
    851,000Reconciliation to Consolidated Amounts:RevenuesTotal revenues for reportable segments
    
    
    
    
    
    
    
    
    
    $
    4,044,000Elimination of intersegment revenues
    
    
    
    
    
    
    
    
    
    
    (949,000
    )Total consolidated revenues
    
    
    
    
    
    
    
    
    
    $
    3,095,000Profit (loss)Total gross profit for reportable
segments
    
    
    
    
    
    
    
    
    
    
    670,000Other gross profit
    
    
    
    
    
    
    
    
    
    
    11,000Selling, general and administrative expense
    
    
    
    
    
    
    
    
    
    
    (1,872,000
    )Interest and Fuel Products financing
expense
    
    
    
    
    
    
    
    
    
    
    (876,000
    )Interest income
    
    
    
    
    
    
    
    
    
    
    7,000Elimination of intersegment profits
    
    
    
    
    
    
    
    
    
    
    Unallocated amountsCorporate headquarters expense
    
    
    
    
    
    
    
    
    
    
    Other expenses
    
    
    
    
    
    
    
    
    
    
    Consolidated income from continuing
operations before income tax
    
    
    
    
    
    
    
    
    
    $
    (2,060,000
    )AssetsTotal assets for reportable segments
    
    
    
    
    
    
    
    
    
    
    48,448,000Other assets
    
    
    
    
    
    
    
    
    
    
    575,000Corporate headquarters
    
    
    
    
    
    
    
    
    
    
    Other unallocated amounts
    
    
    
    
    
    
    
    
    
    
    Total consolidated assets
    
    
    
    
    
    
    
    
    
    $
    49,023,000
  26




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##### Table of Contents



RIO VISTA ENERGY PARTNERS L.P. AND SUBSIDIARIES
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
 NOTE N  INCOME TAXES
  NOTE O  SUBSEQUENT EVENT
   27




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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 consolidated financial statements of Rio Vista and related notes thereto
appearing elsewhere herein. References to specific years preceeded by fiscal (e.g. fiscal 2008)
refer to Rio Vistas fiscal year ending December 31.
   
    
    the volatility of realized natural gas prices;
    
    the discovery, estimation, development and replacement of oil and natural gas reserves;
    
    our business and financial strategy;
    
    our drilling locations;
    
    technology;
    
    our cash flow, liquidity and financial position;
    
    our production volumes;
    
    our lease operating expenses, general and administrative costs and finding and
development costs;
    
    the availability of drilling and production equipment, labor and other services;
    
    our future operating results;
    
    our prospect development and property acquisitions;
    
    the marketing of oil and natural gas;
    
    competition in the oil and natural gas industry and the transportation and terminalling
business;
    
    the impact of weather and the occurrence of natural disasters such as fires, floods,
hurricanes, earthquakes and other catastrophic events and natural disasters;
    
    governmental regulation of the oil and natural gas industry and the transportation and
terminalling business;
    
    required capital expenditures;
    
    cash distributions and qualified income;
    
    developments in oil producing and natural gas producing countries; and
    
    our strategic plans, objectives, expectations and intentions for future operations.
    28




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##### Table of Contents



Overview
 Historical Assets and Operations
   Current Assets and Operations
   Liquidity and Capital Resources
 General
   29




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##### Table of Contents



Distributions of Available Cash
    Amounts PaidQuarter
    
    Payment
    
    
    Distribution
    
    
    Common
    
    
    GeneralEnded
    
    Date
    
    
    Per Unit
    
    
    Units
    
    
    PartnerDecember 2007
    
    
    02/14/08
    
    
    $
    0.25
    
    
    $
    607,000
    
    
    $
    12,000March 2008
    
    
    05/16/08
    
    
    $
    0.25
    
    
    $
    629,000
    
    
    $
    13,000
 Debt Obligations
 RZB Loan Agreement
   30




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##### Table of Contents



TCW Credit Facility
  RZB Credit Facility Guarantee
   Moores Note
  Regional Note
   31




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##### Table of Contents



Leases
 Norfolk Southern Leases.
    CEOcast Agreement
  Realization of Assets
    32




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##### Table of Contents



Results of Operations
   33




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##### Table of Contents



Continuing Operations
 Three months ended March 31, 2008 Compared With Three months ended March 31, 2007
 THREE MONTHS ENDED MARCH 31, 2008
 Oklahoma
    
    
    Regional
    
    
    LPG
    
    
    Corporate/Assets (a)
    
    
    Enterprises (b)
    
    
    Transportation (c)
    
    
    Other
    
    
    TotalRevenues
    
    
    988,000
    
    
    
    2,107,000
    
    
    
    
    
    
    
    
    
    
    
    3,095,000Cost Of Goods Sold
    
    
    663,000
    
    
    
    1,762,000
    
    
    
    
    
    
    
    (11,000
    )
    
    
    2,414,000Gross Profit
    
    
    325,000
    
    
    
    345,000
    
    
    
    
    
    
    
    11,000
    
    
    
    681,000Selling, General And
Administrative Expenses
    
    
    29,000
    
    
    
    245,000
    
    
    
    
    
    
    
    1,598,000
    
    
    
    1,872,000Operating Income (loss)
    
    
    296,000
    
    
    
    100,000
    
    
    
    
    
    
    
    (1,587,000
    )
    
    
    (1,191,000
    )Other Income (Expense)Interest Expense
    
    
    (558,000
    )
    
    
    (222,000
    )
    
    
    
    
    
    
    (96,000
    )
    
    
    (876,000
    )Interest Income
    
    
    7,000
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    7,000Loss From OperationsBefore Taxes
    
    
    (255,000
    )
    
    
    (122,000
    )
    
    
    
    
    
    
    (1,683,000
    )
    
    
    (2,060,000
    )Provision For Income Taxes
    
    
    
    
    
    
    (5,000
    )
    
    
    
    
    
    
    
    
    
    
    (5,000
    )Net Loss
    
    
    (255,000
    )
    
    
    (127,000
    )
    
    
    
    
    
    
    (1,683,000
    )
    
    
    (2,065,000
    )
  34




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##### Table of Contents



THREE MONTHS ENDED MARCH 31, 2007
 Oklahoma
    
    
    Regional
    
    
    LPG
    
    
    Corporate/Assets (a)
    
    
    Enterprises (b)
    
    
    Transportation (c)
    
    
    Other
    
    
    TotalRevenues
    
    
    
    
    
    
    
    
    
    
    679,000
    
    
    
    
    
    
    
    679,000Cost Of Goods Sold
    
    
    
    
    
    
    
    
    
    
    394,000
    
    
    
    
    
    
    
    394,000Gross Profit
    
    
    
    
    
    
    
    
    
    
    285,000
    
    
    
    
    
    
    
    285,000Selling, General And
Administrative Expenses
    
    
    
    
    
    
    
    
    
    
    61,000
    
    
    
    658,000
    
    
    
    719,000Operating Income (loss)
    
    
    
    
    
    
    
    
    
    
    224,000
    
    
    
    (658,000
    )
    
    
    (434,000
    )Other ExpenseInterest Expense
    
    
    
    
    
    
    
    
    
    
    (25,000
    )
    
    
    
    
    
    
    (25,000
    )Income (Loss) From
Operations Before Taxes
    
    
    
    
    
    
    
    
    
    
    199,000
    
    
    
    (658,000
    )
    
    
    (459,000
    )Provision For Income Taxes
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,000
    )
    
    
    (11,000
    )Net Income (loss)
    
    
    
    
    
    
    
    
    
    
    199,000
    
    
    
    (669,000
    )
    
    
    (470,000
    )
 (a)
    
    Acquired during November 2007(b)
    
    Acquired during July 2007(c)
    
    Business commenced in August 2006 and sold December 31, 2007 Off-Balance Sheet Arrangements
  Recently Issued Financial Accounting Standards
   35




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##### Table of Contents



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.
          36




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##### Table of Contents



Part II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
 .
 
 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
   37




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##### Table of Contents



Item 6 Exhibits
 The following Exhibits are filed as part of this report:
 Exhibit No.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
  38




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##### Table of Contents



SIGNATURES
  RIO VISTA ENERGY PARTNERS L.P.By:
    Rio Vista GP LLC, its General PartnerMay 20, 2008
    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.  39




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##### Table of Contents



EXHIBIT INDEX
 Exhibit No.
    
    Description31.1
    
    
    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
  40