** **

**UNITED STATES**

**SECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

 

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## **FORM 10-Q**

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**QUARTERLY REPORT PURSUANT TO SECTION 13OR 15(d) OF**

**THE SECURITIES EXCHANGE ACT OF1934**

 

**For the quarterly period ended March 31,2006**

 

**Commission File Number: 333-122935-01**

 

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**REEF GLOBAL ENERGY VI, L.P.**

(Exact name of registrant as specified in its charter)

 

| **Nevada**                                     |       | **20-3170768**                       |
|------------------------------------------------|------------|--------------------------------------|
| (State or other jurisdiction of                |       | (I.R.S. employer                     |
| incorporation or organization)                 | ** ** | identification no.)                  |
|                                           |       |                                 |
| **1901 N. Central Expressway, Suite 300** |       | **(972) 437-6792**                   |
| **Richardson, Texas 75080**                    | ** ** | (Registrant’s telephone number, |
| (Address of principal executive offices,       |       | including area code)                 |
| including zip code)                            | ** ** | ** **                           |

 

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Indicate by check mark whether theregistrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required tofile such reports), and (2) has been subject to such filing requirementsfor the past 90 days. Yes ý    No  o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer. See definition of “accelerated filer and largeaccelerated filer” in Rule 12b-2 of the Exchange Act

 

Large accelerated filer o                               Acceleratedfiler o                               Non-acceleratedfiler ý

 

Indicate by check markwhether the registrant is a shell company (as defined in Rule 12b-2 of theExchange Act). Yes o     No ý

 

**As of May 26, 2006, the registrant had 75.363units held by the managing general partner, 1,190.561 units of additionalgeneral partner interest and 241.336 units of limited partner interestoutstanding.**

 

** **

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** **

**Reef Global Energy VI, L.P.**

**Form 10-Q Index**

 
| **PART I — FINANCIAL INFORMATION**                                                            |   |
|---------------------------------------------------------------------------------------------------------|--------|
|                                                                                                    |   |
| **ITEM 1. FINANCIAL STATEMENTS (Unaudited)**                                                            |   |
| *Condensed Balance Sheets*                                                                              |   |
| *Condensed Statement of Operations*                                                                     |   |
| *Condensed Statement of Cash Flows*                                                                     |   |
| *Notes  to Condensed Financial Statements*                                                              |   |
|                                                                                                    |   |
| **ITEM 2. MANAGEMENT’S  DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** |   |
|                                                                                                    |   |
| **ITEM  3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK**                                 |   |
|                                                                                                    |   |
| **ITEM  4. CONTROLS AND PROCEDURES**                                                                    |   |
|                                                                                                    |   |
| **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**                                                                          |   |
|                                                                                                    |   |
| **ITEM 6. EXHIBITS**                                                                                    |   |
|                                                                                                    |   |
| **SIGNATURES**                                                                                          |   |

 

i

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**PART I FINANCIAL INFORMATION**

 

## **Item 1. Financial Statements**

 

**Reef Global Energy VI, L.P.**

**Condensed Balance Sheets**

 
| ** **                                              | ** ** | **March 31,** | ** ** | **December 31,** | ** ** |
|---------------------------------------------------------|------------|--------------------|------------|-----------------------|------------|
| ** **                                              | ** ** | **2006**           | ** ** | **2005**              | ** ** |
| ** **                                              | ** ** | **(Unaudited)**    | ** ** | ** **            | ** ** |
| **Assets**                                              | ** ** | ** **         | ** ** | ** **            | ** ** |
| **Current assets:**                                     | ** ** | ** **         | ** ** | ** **            | ** ** |
| Cash and cash equivalents                               | ** ** | $                  | 25,228,767 |                  | $          | 25,839,550 |   |
| Accounts receivable from affiliates                     |       | 26,304             |       | 402,095               |       |
| **Total current assets**                                |       | 25,255,071         |       | 26,241,645            |       |
| ** **                                              | ** ** |               |       |                  |       |
| **Property and equipment:**                             | ** ** |               |       |                  |       |
| Oil and gas properties, full cost method of  accounting |       | 6,170,670          |       | 1,411,666             |       |
| Drilling in progress                                    |       | —             |       | 2,092,026             |       |
| Prepaid drilling costs                                  |       | 2,099,842          |       | 4,055,612             |       |
| Accumulated depreciation and depletion                  |       | (8,698             | )          | —                |       |
| **Net property and equipment**                          |       | 8,261,814          |       | 7,559,304             |       |
| ** **                                              | ** ** |               |       |                  |       |
| **Total assets**                                        | ** ** | $                  | 33,516,885 |                  | $          | 33,800,949 |   |
| ** **                                              | ** ** |               |       |                  |       |
| **Liabilities and partners’ equity**               | ** ** |               |       |                  |       |
| **Current liabilities:**                                | ** ** |               |       |                  |       |
| Accounts payable                                        | ** ** | $                  | 29,109     |                  | $          | 27,262 |   |
| Accounts payable to affiliates                          |       | 1,281,348          |       | 1,595,624             |       |
| **Total current liabilities**                           |       | 1,310,457          |       | 1,622,886             |       |
| ** **                                              | ** ** |               |       |                  |       |
| **Non-current liabilities:**                            | ** ** |               |       |                  |       |
| Asset retirement obligation                             |       | 9,302              |       | 1,982                 |       |
| **Total non-current liabilities**                       |       | 9,302              |       | 1,982                 |       |
| ** **                                              | ** ** |               |       |                  |       |
| **Partners’ equity:**                              | ** ** |               |       |                  |       |
| General partners                                        |       | 25,397,839         |       | 25,402,198            |       |
| Limited partners                                        |       | 5,148,414          |       | 5,149,298             |       |
| Managing general partner                                |       | 1,650,873          |       | 1,624,585             |       |
| **Total partners’ equity**                         |       | 32,197,126         |       | 32,176,081            |       |
| ** **                                              | ** ** |               |       |                  |       |
| **Total liabilities and partners’ equity**         | ** ** | $                  | 33,516,885 |                  | $          | 33,800,949 |   |

 

*See accompanying notes to condensed financialstatements.*

 

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**Reef Global Energy VI, L.P.**

**Condensed Statement ofOperations**

 
| ** **                                    | ** ** | **Three months  ended March 31,  2006** | ** ** |
|-----------------------------------------------|------------|--------------------------------------------------------|------------|
| ** **                                    | ** ** | **(Unaudited)**                                        | ** ** |
| **Revenues:**                                 |       |                                                   |       |
| Oil and gas sales                             | ** ** | $                                                      | 16,478     | ** ** |
| Interest income                               |       | 165,119                                                |       |
| **Total  revenues**                           |       | 181,597                                                |       |
| ** **                                    | ** ** |                                                   | ** ** |
| **Costs  and expenses:**                      | ** ** |                                                   | ** ** |
| Lease operating expenses                      |       | 1,671                                                  |       |
| Production taxes                              |       | 770                                                    |       |
| General and administrative                    |       | 25,686                                                 |       |
| Accretion of asset retirement obligation      |       | 338                                                    |       |
| Depreciation, depletion and amortization      |       | 8,391                                                  |       |
| **Total  costs and expenses**                 |       | 36,856                                                 |       |
|                                          |       |                                                   |       |
| **Net  income**                               | ** ** | $                                                      | 144,741    | ** ** |
|                                          |       |                                                   |       |
| Net income per  general partner unit          |       | $                                                      | 84.91      |   |
| Net income per  limited partner unit          |       | $                                                      | 84.91      |   |
| Net income per  managing general partner unit |       | $                                                      | 307.29     |   |

 

*Seeaccompanying notes to condensed financial statements.*

 

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**Reef Global Energy VI, L.P.**

**Condensed Statement ofCash Flows**

 
| ** **                                                                       | ** ** | **Three months  ended March 31,** | ** ** |
|----------------------------------------------------------------------------------|------------|--------------------------------------------------|------------|
| ** **                                                                       | ** ** | **2006**                                         | ** ** |
| ** **                                                                       | ** ** | **(Unaudited)**                                  | ** ** |
| **Operating  Activities**                                                        | ** ** | ** **                                       | ** ** |
| **Net income**                                                                   |       | $                                                | 144,741    |   |
| Adjustments for non-cash transactions:                                           |       |                                             |       |
| Depreciation and depletion                                                       |       | 8,391                                            |       |
| Accretion of asset retirement obligation                                         |       | 338                                              |       |
| Adjustments to reconcile net loss to net cash  provided by operating activities: |       |                                             |       |
| **Changes in operating assets and liabilities:**                                 | ** ** | ** **                                       | ** ** |
| Accounts receivable from affiliates                                              |       | 374,048                                          |       |
| Accounts payable                                                                 |       | (7,405                                           | )          |
| Accounts payable to affiliates                                                   |       | (114,422                                         | )          |
| **Net cash provided by operating activities**                                    |       | 405,691                                          |       |
| ** **                                                                       | ** ** | ** **                                       | ** ** |
| **Investing  Activities**                                                        | ** ** | ** **                                       | ** ** |
| Property acquisition and development                                             |       | (894,521                                         | )          |
| **Net cash used in investing activities**                                        |       | (894,521                                         | )          |
| ** **                                                                       | ** ** | ** **                                       | ** ** |
| **Financing  Activities**                                                        | ** ** | ** **                                       | ** ** |
| Partner capital contributions                                                    |       | 28,047                                           |       |
| Partner distributions                                                            |       | (150,000                                         | )          |
| **Net cash provided used in financing activities**                               |       | (121,953                                         | )          |
| ** **                                                                       | ** ** | ** **                                       | ** ** |
| **Net  decrease in cash and cash equivalents**                                   |       | (610,783                                         | )          |
|  Cash and cash equivalents at December 31,  2005                       |       | 25,839,550                                       |       |
| **Cash  and cash equivalents at March 31, 2006**                            |       | $                                                | 25,228,767 |   |
| ** **                                                                       | ** ** | ** **                                       | ** ** |
| **Non-cash  investing transactions:**                                            | ** ** | ** **                                       | ** ** |
| Increase in property additions included in accounts  payable                     |       | $                                                | 29,109     |   |
| Increase in property additions included in accounts  payable to affiliate        |       | $                                                | 373,933    |   |
| Additions to property and asset retirement  obligation                           |       | $                                                | 7,289      |   |
| **Non-cash  financing transactions:**                                            | ** ** | ** **                                       | ** ** |
| Managing partner contributions included in accounts  receivable from affiliates  |       | $                                                | 26,304     |   |

 

*Seeaccompanying notes to condensed financial statements.*

 

3

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**Reef Global Energy VI, L.P.**

**Notes to Condensed Financial Statements(unaudited)**

**March 31, 2006**

 

**1.Organization and Basis of Presentation**

 

Thefinancial statements for Reef Global Energy VI, L.P. (the Partnership) havebeen prepared pursuant to the rules and regulations of the Securities andExchange Commission (SEC). Certain information and footnote disclosure normallyincluded in annual financial statements prepared in accordance with accountingprinciples generally accepted in the United States have been condensed oromitted pursuant to those rules and regulations. We have recorded alltransactions and adjustments necessary to fairly present the financialstatements included in this Form 10-Q. The adjustments are normal andrecurring. The following notes describe only the material changes in accountingpolicies, account details, or financial statement notes during the first threemonths of 2006. Therefore, please read these condensed financial statements andnotes to condensed financial statements together with the audited financialstatements and notes to financial statements contained in the Partnership’sReport on Form 10-K for the period ended December 31, 2005 (the 200510-K). The Partnership was formed on July 18, 2005 and began oil and gasdrilling activities. Because the future results of the Partnership aredependent upon the success of drilling and completion operations which will continueto occur during the remainder of 2006 and 2007, the results for the three monthperiod ended March 31, 2006 cannot necessarily be used to project resultsfor the full year.

 

**2.Summary of Accounting Policies**

 

**Oil and Gas Properties**

 

The Partnership willfollow the full cost method of accounting for crude oil and natural gasproperties. Under this method, all direct costs and certain indirect costsassociated with acquisition of properties and successful as well asunsuccessful exploration and development activities are capitalized.Depreciation, depletion, and amortization of capitalized crude oil and naturalgas properties and estimated future development costs, excluding unprovedproperties, are based on the unit-of-production method using proved reserves. Provedgas reserves are converted to equivalent barrels at a rate of 6 Mcf to 1 Bbl.Net capitalized costs of crude oil and natural gas properties, as adjusted forasset retirement obligations, are limited to the lower of unamortized cost orthe cost ceiling, defined as the sum of the present value of estimated futurenet revenues from proved reserves based on un-escalated prices discounted at 10percent, plus the cost of properties not being amortized, if any, plus thelower of cost or estimated fair value of unproved properties included in thecosts being amortized, if any. Excess costs are charged to property impairmentexpense. No gain or loss is recognized upon sale or disposition of crude oiland natural gas properties, except in unusual circumstances. The Partnership recognizedno property impairment expense for the three months ended March 31, 2006.

 

**Asset Retirement Obligations**

 

Statement of FinancialAccounting Standards No. 143, “Accounting for Retirement Obligations”(SFAS 143) addresses accounting and reporting for obligations associated withthe retirement of tangible long-lived assets and the associated assetretirement costs. SFAS 143 requires that the fair value of a liability for anasset’s retirement obligation be recorded in the period in which it is incurredand the corresponding cost capitalized by increasing the carrying amount of therelated long-lived asset. The liability is accreted to its then present valueeach period, and the capitalized cost is depreciated over the useful life ofthe related asset. SFAS 143 is effective for the Partnership as of itsinception date. During the three months ended March 31, 2006, thePartnership recognized $7,289 of asset retirement obligation and additionalcapitalized cost in connection with the successful drilling of threePartnership wells.

 

**3.Transactions with Affiliates**

 

ThePartnership has no employees. Reef Exploration, L.P. (RELP), an affiliate ofReef, employs a staff including geologists, petroleum engineers, landmen andaccounting personnel who administer all of the Partnership’s operations. ThePartnership reimburses RELP for direct and administrative services at cost.During the three months ended March 31, 2006, the Partnership incurred $5,314of administrative costs.

 

4

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RELP processesrevenues and joint interest billings on behalf of the Partnership. At March 31,2006, the Partnership owed RELP approximately $374,000 in connection withdrilling and operating invoices, net of revenues, paid by RELP on behalf of thePartnership. The Partnership has paid RELP for these invoices subsequent to March 31.Accounts payable to affiliates at March 31 also includes approximately$859,000 for the unpaid portion of the 15% management fee due Reef to pay forpartnership organization and syndication costs, including sales commissions.The management fee is payable in two parts. Reef initially received an amountto recover actual commissions and organization and syndication costs. Thisremaining balance will be paid to Reef from the oil and gas cash flowsavailable for partner distributions, at a rate not to exceed $1 million peryear. The Partnership made no distributions of oil and gas revenues to partnersduring the first quarter of 2006 and did not recover any of the $859,000 duringthe first quarter. It is expected that the Partnership will begin recovery ofthis additional management fee amount during the 3rd quarter of2006.

 

ReefOil & Gas Partners, L.P. (Reef), the managing general partner, contributes1% of all leasehold, drilling and completion costs when incurred, in additionto purchasing 5% of the Partnership units. During the first quarter of 2006,this 1% obligation totaled $26,304, which is shown as a receivable fromaffiliates. The balance due has been paid by Reef subsequent to March 31.

 

**4.Partnership Equity**

 

Informationregarding the number of units outstanding and the net income (loss) per type ofPartnership unit for the three months ended March 31, 2006 is detailedbelow:

 

Forthe three months ended March 31, 2006

 
| **Type of Unit**     | ** ** | **Number of  Units** | ** ** | **Net income** | ** ** | **Net income  per unit** | ** ** |
|--------------------------------|------------|---------------------------|------------|---------------------|------------|------------------------------------|------------|
| Managing general partner units |       | 75.363                    |       | $                   | 23,159     |                               | $          | 307.29 |   |
| General partner units          |       | 1,190.561                 |       | 101,091             |       | 84.91                              |       |
| Limited partner units          |       | 241.336                   |       | 20,491              |       | 84.91                              |       |
|                           |       |                      |       |                |       |                               |       |
| Total                          |       | 1,507.260                 |       | $                   | 144,741    |                               |       |   |
|                                |            |                           |            |                     |            |                                    |            |  |  |

 

**Item2. Management’s Discussion and Analysis of Financial Condition and Results ofOperations.**

 

The following is a discussion of the Partnership’sfinancial position, results of operations, liquidity and capital resources. Thisdiscussion should be read in conjunction with our financial statements and therelated notes thereto, included in the 2005 10-K.

 

ThisReport on Form 10-Q contains forward-looking statements that involve risksand uncertainties. You should exercise extreme caution with respect to allforward-looking statements made in this Report. Specifically, the followingstatements are forward-looking:

 

•                                     statementsregarding the state of the oil and gas industry and the opportunity to profitwithin the oil and gas industry, competition, pricing, level of production, orthe regulations that may affect the Partnership;

 

•                                     statementsregarding the plans and objectives of Reef for future operations, including,without limitation, the uses of Partnership funds and the size and nature ofthe costs the Partnership expects to incur and people and services thePartnership may employ;

 

•                                     any statementsusing the words “anticipate,” “believe,” “estimate,” “expect” and similar suchphrases or words; and

 

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•                                     any statements ofother than historical fact.

 

Reefbelieves that it is important to communicate its future expectations to thepartners. Forward-looking statements reflect the current view of managementwith respect to future events and are subject to numerous risks, uncertaintiesand assumptions, including, without limitation, the factors listed in the section captioned“RISK FACTORS” contained in the Program’s prospectus and prospectus supplementdated July 8, 2005. Although Reef believes that the expectations reflectedin such forward-looking statements are reasonable, Reef can give no assurancethat such expectations will prove to have been correct. Should any one or moreof these or other risks or uncertainties materialize or should any underlyingassumptions prove incorrect, actual results are likely to vary materially fromthose described herein. There can be no assurance that the projected resultswill occur, that these judgments or assumptions will prove correct or thatunforeseen developments will not occur.

 

Reefdoes not intend to update its forward-looking statements. All subsequentwritten and oral forward-looking statements attributable to Reef or personsacting on its behalf are expressly qualified in their entirety by theapplicable cautionary statements.

 

**Overview**

 

ReefGlobal Energy VI, L.P. is a Nevada limited partnership formed to explore,develop, acquire and produce crude oil, natural gas, and natural gas liquidsfor the benefit of its investor partners. The Partnership’s primary purposesare to generate revenues from the production of oil and gas, distribute cashflow to investors, and provide tax benefits to investors. The majority of the Partnership’sproceeds will be used to purchase prospects upon which the Partnership willconduct drilling operations. The Partnership expects to purchase interests in35-40 prospects.

 

ThePartnership has currently purchased interests in twenty-eight prospects,thirteen of which are classified as exploratory. The Partnership expects tooperate solely in the United States, although there are no restrictions regardingprospect locations. OREI, an affiliate of the managing general partner, hasexpertise and has drilled and operated wells primarily in Texas and Louisianasince its inception in 1987, and it is expected that the Partnership will focusits operations in these areas. It is expected that during 2006 RELP, anaffiliate of the managing partner formed in December 2005, will assumeoperations of prospect wells currently operated by OREI.

 

Manyof the projects in Texas and Louisiana offer the potential for both natural gasand condensate production, and the quality of both the natural gas andcondensate often bring premium prices. The Partnership will focus more heavilyon natural gas than oil prospects, due to its belief that costs of productionare generally lower for natural gas and that the price of natural gas is lessinfluenced than the price of oil by foreign factors such as the Organization ofPetroleum Exporting Countries (OPEC) production quotas. In addition, the areasin which the Partnership will focus its drilling have a highly developed pipelinesystem and a highly competitive market for sale of the Partnership’sproduction. Twenty-seven of the twenty-eight projects purchased to date arelocated in Louisiana, Texas, or in United States coastal waters in the Gulf ofMexico. The remaining project is located in Oklahoma.

 

ThePartnership will not operate in any other industry segment. Should any prospectin which the Partnership has an interest be determined to warrant additionaldevelopment activity, the Partnership may borrow up to 25% of thePartnership’s aggregate capital contributions without the consent of theinvestor partners, provided the lender agrees it will have no recourse againstindividual investor partners. The Partnership is prohibited from issuingadditional cash calls to investor partners. Borrowings in excess of 25% of thePartnership’s aggregate capital contributions require approval of the investorpartners. The Partnership is not allowed to borrow funds during the drillingphase of Partnership operations. Should the Partnership elect to borrow moniesfor additional development activity on Partnership properties, it will besubject to the interest rate risk inherent in borrowing activities. ThePartnership is permitted but is not expected to engage in commodity futurestrading or hedging activities, and therefore is subject to commodity price risk. See “Item 3—Quantitative and QualitativeDisclosures About Market Risk.”

 

6

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**Critical Accounting Policies**

 

There have been no changes from theCritical Accounting Policies described in the 2005 10-K.

 

**Liquidity and Capital Resources**

 

The Partnership was funded with initialcapital contributions totaling $37,398,898. Reef purchased 75.363 units, or5.00% of the total units sold, for $1,601,464. Investor partners purchased1,190.561 general partner units and 241.336 limited partner units for$35,797,434. Reef has also contributed $35,310 in connection with itsobligation to pay 1% of all leasehold, drilling, and completion costs. Syndicationand organization costs totaled $5,369,615 leaving capital contributions of$32,064,593 available for Partnership activities. The Partnership was formed onJuly 18, 2005 and the last partner was admitted to the Partnership on October 31,2005.

 

Because the Partnership is not allowed toborrow funds during the drilling phase of operations, the $32,064,593 is thetotal amount available to the Partnership for drilling and administrative costs.Please see Item IA of the 2005 10-K for a list of risk factors that couldimpact the Partnership. The Partnership began distributing to investors theinterest income earned by the Partnership in December 2005, and begandistributing the net cash flow from successful Partnership wells in May 2006.These funds will not be available for drilling activities.

 

The Partnership had working capital of $23,944,614at March 31, 2006, which includes interest income earned on funds duringand subsequent to escrow.

 

The Partnership expects to utilize the remainingavailable capital contributions for lease acquisition and drilling activitiesto be conducted during 2006 and 2007. The Partnership will purchase interestsin additional prospects this year and expects the Partnership to participate ina total of approximately 35-40 prospects. The Partnership has currentlybudgeted $24.04 of the $32.065 million available in connection with the twenty-eightprospects it has purchased to date. Drilling activities will be conductedsolely with the $32.065 million capital raised by the Partnership.

 

Until initial drilling operations arecompleted it is not known whether any borrowings will be required foradditional developmental activities. The Partnership is prohibited from issuingadditional partner assessments.

 

**Resultsof Operations**

 

Becausethe Partnership was formed on July 18, 2005, there is no comparableinformation for the three month period ended March 31, 2005.

 

**ThreeMonths Ended March 31, 2006**

 

As of March 31,2006, the Partnership had drilled twelve wells, of which one was producing oiland gas, three were being completed, and eight were unsuccessful. One of thefour productive wells has additional acreage owned by the Partnership uponwhich the Partnership may drill up to four additional wells. Oil and gasproduction has begun during the second quarter on two of the wells beingcompleted at March 31, and the third is expected to begin productionoperations in late June or early July.

 

ThePartnership had net income of $144,741 during the three months ended March 31,2006. During the period, the Partnership had interest income of $165,119 earnedon partner capital contributions invested, and oil and gas revenues of $16,478from the initial successful well which began production operations in January 2006.As additional discoveries begin production, the Partnership expects oil and gasrevenues to increase, while interest income will decrease as monies are spenton drilling operations.

 

Generaland administrative costs of the Partnership totaled $25,686 for the threemonths ended March 31, 2006. General and administrative expenses areprimarily professional fees paid in connection with the partnership’s SECreporting requirements, and administrative costs provided by RELP. General andadministrative costs are expected to increase as the level of Partnershipdrilling activity increases and the need to administer productive wellsincreases.

 

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**Item 3. Quantitativeand Qualitative Disclosures about Market Risk.**

 

**Interest Rate Risk**

 

The PartnershipAgreement allows borrowings from banks or other financial sources of up to 25%of the Partnership’s aggregate capital contributions without investor approval,and allows borrowings in excess of 25% of the aggregate capital contributionsto the Partnership with the consent of investor partners. Borrowings are notallowed during the initial drilling phase of the Partnership, but only foradditional development drilling and facilities costs on Partnership prospectsalready drilled. Should the Partnership elect to borrow monies for additionaldevelopment activity on Partnership properties, it will be subject to theinterest rate risk inherent in borrowing activities. Changes in interest ratescould significantly affect the Partnership’s results of operations and theamount of net cash flow available for partner distributions. Also, to theextent that changes in interest rates affect general economic conditions, thePartnership will be affected by such changes.

 

**Commodity Price Risk**

 

ThePartnership is permitted but does not expect to engage in commodity futurestrading or hedging activities or enter into derivative financial instrumenttransactions for trading or other speculative purposes. The Partnership expectsto sell a vast majority of its production from successful oil and gas wells ona month-to-month basis at current spot market prices. Accordingly, thePartnership is at risk for the volatility in commodity prices inherent in theoil and gas industry, and the level of commodity prices will have a significantimpact on the Partnership’s results of operations.

 

**ExchangeRate Risk**

 

ThePartnership currently has no income from foreign sources or operations inforeign countries that would subject it to currency exchange rate risk. ThePartnership does not currently expect to purchase any prospects located outsideof either the United States or United States coastal waters in the Gulf ofMexico.

 

**Item 4.Controls and Procedures**

 

As theManaging General Partner of the Partnership, Reef maintains a system of controlsand procedures designed to provide reasonable assurance as to the reliabilityof the financial statements and other disclosures included in this report, aswell as to safeguard assets from unauthorized use or disposition. As of the endof the period covered by this report, Reef’s Principal Executive Officer and ChiefFinancial Officer have evaluated the effectiveness of the design and operationof the Partnership’s disclosure controls and procedures (as defined in Rule 13a-15(e) underthe Securities Exchange Act of 1934) with the assistance and participation ofother members of management. Based upon that evaluation, Reef’s PrincipalExecutive Officer and Chief Financial Officer concluded that our disclosurecontrols and procedures are effective for gathering, analyzing and disclosingthe information the Partnership is required to disclose in the reports it filesunder the Securities Exchange Act of 1934 within the time periods specified inthe SEC’s rules and forms. During our fiscal quarter ended March 31,2006, no change occurred in our internal control over financial reporting (asdefined in Rule 13a-15(f) under the Securities Exchange Act of 1934) thathas materially affected, or is reasonably likely to materially affect, ourinternal control over financial reporting.

 

**PART II – OTHER INFORMATION**

 

**Item 1. LegalProceedings**

 

None

 

**Item 1A. RISKFACTORS**

 

Inaddition to the other information set forth in this report, you shouldcarefully consider the risk factors discussed in Part I, Item 1A in the2005 10-K, which could materially affect our business, financial condition orfuture results. The risks described in our 2005 10-K are not the only risksfacing the Partnership. Additional risks and uncertainties not currently knownto us or that we currently deem to be immaterial also may materiallyadversely affect our business, financial condition and/or operating results. Therehave been no material changes from the risk factors previously disclosed in the2005 10-K.

 

8

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**Item 2. UnregisteredSales of Equity Securities and Use of Proceeds**

 

**Use of Proceeds**

 

Inconnection with the Registration Statement filed on Form S-1 (No. 333-122935)and declared effective July 7, 2005, Reef filed a final prospectus for theProgram and filed a prospectus supplement describing the Partnership on July 8,2005. At such time Reef commenced the offering of units in the Partnership. Allsales of Partnership units were made through the Program’s dealer-manager, ReefSecurities, Inc., and a number of soliciting dealers. The offering periodended October 31, 2005. Under the terms of the offering, a minimum of 40Partnership units at a price of $25,000 per unit were required to be sold inorder to form the Partnership. Upon meeting this requirement, thePartnership was formed on July 18, 2005.

 

Duringthe offering period, the Partnership sold 1,431.897 units to investor partners,consisting of 241.336 units of limited partner interest and 1190.561 units ofadditional general partner interest. Reef purchased 75.363 general partnerunits, equaling 5.00% of the total Partnership units sold. Total offeringproceeds were $37,398,898. Reef will also contribute 1% of all leasehold,drilling, and completion costs as incurred. At March 31, 2006, Reef hadcontributed $35,310 to the Partnership in connection with this obligation.

 

Allunits except those purchased by Reef paid a 15% management fee to Reef to payfor the Partnership organization and offering costs, including salescommissions. These costs totaled $5,369,615, leaving capital contributions of$32,064,593 available for Partnership oil and gas operations. As of March 31,2006, the Partnership had expended $7,858,199 on property acquisitions andprepayments and $82,675 on general and administrative expenses.

 

ThePartnership intends to utilize all remaining available Partnership capital foroil and gas activities during 2006 and 2007.

 

**Item 3. DefaultsUpon Senior Securities**

 

None

 

**Item 4. Submissionof Matters to a Vote of Security Holders**

 

None

 

**Item 5. OtherInformation**

 

None

 

**Item 6. Exhibits**

 
| **Exhibits** | ** ** | ** **                                                                                                                                                    |
|--------------|------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------|
|         |       |                                                                                                                                                          |
| 31.1         |       | Certification of  Chief Executive Officer required by Rule 13a-14(a)/15d-14(a) pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.     |
|         |       |                                                                                                                                                          |
| 31.2         |       | Certification of  Chief Financial Officer required by Rule 13a-14(a)/15d-14(a) pursuant  to Section 302 of the Sarbanes-Oxley Act of 2002.     |
|         |       |                                                                                                                                                          |
| 32.1         |       | Certification of  Chief Executive Officer pursuant to 18 U.S.C. Section 1350 as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
|         |       |                                                                                                                                                          |
| 32.2         |       | Certification of  Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted  pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |

 

9

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**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
|                           | REEF GLOBAL  ENERGY VI, L.P. |
|--------------------------------|------------------------------|
|                           |                         |   |
|                           | By:                          | Reef Oil &  Gas Partners, L.P. |
|                           |                         | Managing General  Partner |
|                           |                         |   |
|                           | By:                          | Reef Oil &  Gas Partners, GP, LLC |
|                           |                         |   |
|                           |                         |   |
| Dated:  May 30, 2006 | By:                          | /s/ Michael J.  Mauceli |   |
| ** **                     | ** **                   | **Michael  J. Mauceli** |
|                           |                         | Manager and  Member |
|                           |                         | (*principal executive officer)* |
|                           |                         |   |
|                           |                         |   |
| Dated:  May 30, 2006 | By:                          | /s/ Daniel C.  Sibley |   |
| ** **                     | ** **                   | **Daniel  C. Sibley** |
|                           |                         | Chief Financial  Officer |
|                           |                         | (*principal financial and accounting officer)* |

 

10

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