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STRATEGIC ENERGY ASSETS - III, LLC  PA R T N E R R E L AT I O N S  888  660-8159 invest rcp-ltd.com
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 45 . 5 4      446.15 0 4 3 563 4   45 . 5    3     4   -08  .POUIMZ DBTI GMPX GPS BT MPOH BT XFMMT  QSPEVDF  QMVT GVUVSF ...
SENSITIVITY ANALYSIS INVESTOR PROFITABILITY
Strategic Energy Assets-III, LLC  Partner Relations P  888.660.8159 E  invest rcp-ltd.com  Securities are offered by Wealt...
DISCLAIMER This Executive Summary  including any and all drafts and parts thereof  is are based upon information supplied ...
OVERVIEW In the energy sector Resolute Capital Partners  RCP  looks for investment opportunities with low production costs...
MARKET OPPORTUNITY ENERGY PRODUCTION   CONSUMPTION           Currently world energy consumption closly mirrors world energ...
HOMEBOUND MANAGEMENT TEAM OVERVIEW As the operator of the six well investment package, Homebound Resources, LLC will be di...
OPERATIONS STRATEGIC PARTNERS WARREN TARYLE     TARYLE AND ASSOCIATES CERTIFIED PUBLIC ACCOUNTANT Warren Taryle is a Certi...
OPERATIONAL GOALS  Month 5 Year 1  End of Year 1   First Well Begins Active Production  All Six Wells Actively Producing  ...
FINANCIAL ASSUMPTIONS Year 1  Year 2  Year 3  Year 4  Year 5   4,207,500   10,098,000   9,230,760   8,438,839   7,715,618 ...
CONTACT US Partner Relations P  888.660.8159 E  invest rcp-ltd.com  Securities are offered by WealthForge Securities, LLC....
NEITHER  THE  SECURITIES  AND  EXCHANGE  COMMISSION  NOR  ANY  STATE  SECURITIES  COMMISSION  HAS  APPROVED  OR  DISAPPROV...
Strategic Energy Assets - III, LLC     CONFIDENTIAL INVESTOR DISCLOSURE DOCUMENT      INTRODUCTION  Strategic Energy Asset...
     The  owners  of  the  Working  Interests  will  be  responsible  for  all  of  the  costs  of  developing, completing...
LEGAL LEGENDS  THIS  OFFERING  HAS  NOT  BEEN  REGISTERED  WITH  THE  SECURITIES  AND  EXCHANGE  COMMISSION      SEC    . ...
THE  COMPANY  WILL  MAKE  AVAILABLE  TO  ANY  PROSPECTIVE  PURCHASER  THE  OPPORTUNITY  TO  ASK  QUESTIONS AND RECEIVE ANS...
A WARNING ABOUT FORWARD-LOOKING STATEMENTS  The  term     forward-looking  statements     means  any  statements,  includi...
Table of Contents  INTRODUCTION   I   HOW TO INVEST   1   SUMMARY OF OFFERING   3   QUALIFICATION OF INVESTORS   7   WHAT ...
HOW TO INVEST    Your Subscription  To invest, you must complete and submit an Investment Agreement. In your Investment Ag...
Over-Subscription  If  we  receive  subscriptions  from  qualified  investors  for  more  than  the  total  amount  we  ar...
SUMMARY OF OFFERING  Issuer       Strategic Energy Assets     III, LLC, a Delaware limited liability company, which we  re...
Leverage     HomeBound  has  secured  a  loan  of    3,750,000   to  provide  the  balance  of  the  funding that HomeBoun...
Obligation to  Contribute     We  have  estimated  that   7,500,000  will  be  sufficient  to  cover  the  costs  of  deve...
Risks     Purchasing an LLC Interest entails significant risk, including the risk that you could  lose  all  or  some  of ...
QUALIFICATION OF INVESTORS   The Company will accept subscriptions only from    accredited investors,    as defined in 17 ...
WHAT YOU GET   YOUR LLC INTEREST  Your Right to Share in Distributions  As  an  owner  of  an  LLC  Interest,  you  will  ...
Step Three   Divide your capital contribution  the amount you paid for your LLC Interest  by the  capital  contributions  ...
Calculating the Amount of Distributions  The amount available to be distributed by the Company is calculated as follows   ...
     If,  in  the  future,  additional  remedial  work  on  a  Well  is  required  each  Investor  will  be  required to p...
THE DEVELOPMENT LOAN   The Sponsor has secured a loan of   3,750,000  to fund a portion of the costs to develop the Wells....
THE SPONSOR AND ITS BUSINESS   HomeBound Resources  HomeBound Resources, LLC, which we refer to in this section as    HBR ...
SUMMARY OF THE OPPORTUNITY  Location of Drilling and Exploration  In this project, the Sponsor will identify and complete ...
In  the  prospect  area,  structural  mapping  on  the  top  of  the  Ellenburger,  and  on  the  lower  Strawn  horizons,...
   The  giant     Rodessa  Field     complex,  which  straddles  the  Texas     Louisiana  State  line,  was  originally  ...
159,000,000 BO from approx. 1045 wells, and over 1.045 TCFG of gas from 156 gas wells. This equates  to an early average o...
Three recent wells drilled in the prospect area in the last few years have tested the lower Rodessa, and  Travis Peak sand...
west  flank  of  the  structure  in  question  and  connected  to  the  wells  to  the  east,  there  is  a  significant  ...
THE SPONSOR   S TEAM  Stefan Toth     Chairman and Chief Executive Officer  Stefan Toth is a distinguished entrepreneur wi...
STRATEGIC PARTNERS  Michael S. Willey     Geologist Geophysicist     Alpine Exploration   Michael Willey is manager direct...
OUR FEES AND DISTRIBUTIONS   The Sponsor and its affiliates will be entitled to the following fees and distributions from ...
RISKS OF INVESTING   THE  PURCHASE  OF  LLC  INTERESTS  IS  SPECULATIVE  AND  INVOLVES  SIGNIFICANT  RISK,  INCLUDING  THE...
Crude  Oil,  Natural  Gas,  and  Other  Commodity  Prices  Are  Highly  Volatile     The  value  of  the  wells  will  dep...
Our  Leases  Could  Have  Title  Defects     The  Sponsor  will  not  obtain  title  insurance  on  the  leasehold  intere...
Reliance  on  Third  Parties     Pursuant  to  the  terms  of  the  Operating  Agreement,  the  Operator  will  contract w...
No Market for the LLC Interests, Limits on Transferability   There are at least four obstacles to selling or  otherwise tr...
     The  lawyers  who  prepared  this  Disclosure  Document,  the  Operating  Agreement,  the  Purchase  and  Subscriptio...
LIMITED LIABILITY COMPANY AGREEMENT  The  following  summarizes  some  of  the  key  provisions  of  the  Company   s  Lim...
Distributions  The right of Investors to share in distributions made by the Company is described in the    WHAT  YOU  GET ...
Power of Attorney  Each Investor grants to the Manager a limited power of attorney to execute documents relating to the  C...
FEDERAL INCOME TAX CONSEQUENCES  The  following  summarizes  some  of  the  Federal  income  tax  consequences  of  acquir...
Limitations of Losses to Amounts at Risk  In the case of certain taxpayers, Code   465 limits the deductibility of losses ...
Limitation on Capital Losses  A Member who is an individual may deduct only  3,000 of net capital losses every year  that ...
If,  as  a  result  of  a  sale  of  an  Interest,  a  Member   s  share  of  liabilities  is  reduced,  such  Member  cou...
Operating Costs  With the exception of any portion of the operating costs relating to the replacement of or addition to  p...
Unrelated Business Taxable Income for Tax-Exempt Investors  A church, charity, pension fund, or other entity that is other...
LEGAL PROCEEDINGS  The  Company  and  its  officers,  directors  and  shareholders  are  not  currently  parties  to  any ...
DEFINITIONS  ACT    CODE    COMPANY    DEVELOPMENT LOAN   The Securities Act of 1933.    The Internal Revenue Code of 1986...
OPERATING AGREEMENT    OPERATOR    PARTICIPATION AGREEMENT    PROJECT    REGULATIONS    SEC    SPONSOR    WELLS     WORKIN...
STRATEGIC ENERGY ASSETS III, LLC Securities are offered through WealthForge Securities, LLC, a registered broker dealer an...
5. Your LLC Interest. You will not receive a paper certificate evidencing your LLC Interest. Instead, your LLC Interest wi...
7.7. Your Legal Power to Sign and Invest. You have the legal power to sign this Investment Agreement and purchase the LLC ...
9. Re-Purchase of LLC Interest. If we decide that you provided us with inaccurate information or have otherwise violated y...
12. Consent to Electronic Delivery. You agree that we may deliver all notices, tax reports and other documents and informa...
17.6. WealthForge. Interests in the Company are offered through WealthForge Securities, LLC, a registered broker dealer an...
INVESTOR INFORMATION  Social Security Number  If You Are An Individual  Or Employer Identification Number  If You Are An E...
SIGNATURE PAGE FOR AN INVESTOR WHO IS AN INDIVIDUAL  IN WITNESS WHEREOF, the undersigned has executed this Investment Agre...
SIGNATURE PAGE FOR AN INVESTOR THAT IS A CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, TRUST, OR OTHER ENTITY.  IN ...
SEA-iii     Equity     Wealth Forge  Fields Needed  Vesting  Sidenote    Vestingisthe Purchaser  Interest Payment Instruct...
STRATEGIC ENERGY ASSETS III, LLC LIMITED LIABILITY COMPANY AGREEMENT This is an Agreement, entered intoOctober on O c t o1...
1.4. Fiscal Year. The fiscal and taxable year of the Company shall be the calendar year, or such other period as the Manag...
2.3. Other Contributions. Except as provided in section 2.1 and section 2.2, no Member shall have the obligation to contri...
2.6. No Third Party Beneficiaries. Any obligation or right of the Members to contribute capital under the terms of this Ag...
4.1.5.    Unreturned Investment    means, with respect to any Investor Member, the Capital Contribution of such Member red...
4.2.5. Tax Withholding. To the extent the Company is required to pay over any amount to any federal, state, local or forei...
4.3.2. Losses and Income Attributable to Member Loans. In the event the Company recognizes a loss attributable to loans fr...
5.1.3. Examples of Manager   s Authority. Without limiting the grant of authority set forth in section 5.1.2, the Manager ...
6. ARTICLE SIX  CONFIDENTIALITY  OTHER  BUSINESSES   INDEMNIFICATION   6.1. Other Businesses. Each Member and Manager may ...
 b  Duties. Whenever a Covered Person is permitted or required to make a decision, the Covered Person shall be entitled to...
 c  Entitlement to Indemnity. The indemnification provided by this section 6.2.3 shall not be deemed exclusive of any othe...
6.3. Confidentiality. For as long as he, she, or it owns an interest in the Company and at all times thereafter, no Invest...
7.4.3. Representative. An inspection of the Company   s books and records may be conducted by an authorized representative...
8.  ARTICLE EIGHT  TRANSFERS OF INTEREST 8.1.  Voluntary Transfers.  8.1.1. Generally. No Investor Member shall sell, tran...
 3  If MHC elects not to purchase the Transfer Interest, or fails to respond to the Sales Notice within the thirty  30  da...
8.1.6. Application to Certain Entities. In the case of an investor that is a Special Purpose Entity, the restrictions set ...
8.6. Withdrawal. A Member may withdraw from the Company by giving at least ninety  90  days notice to the Manager. The wit...
10.  ARTICLE TEN  MISCELLANEOUS 10.1.  Amendments.  10.1.1. Amendments by Manager. The Manager may, without the consent of...
which shall be deemed to be a fully-executed original. 10.8. Signature by Investor Members. It is anticipated that this Ag...
Unique Tax Benefits of Investing in Oil   Gas Programs In an effort to become less dependent on foreign oil, the U.S. gove...
Intangible Drilling Costs Intangible Drilling Costs, which include items like labor and water, typically account for upwar...