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EX-31.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 302 - MEWBOURNE ENERGY PARTNERS 05-A LPdex312.htm
EX-32.2 - CERTIFICATION OF CFO PURSUANT TO SECTION 906 - MEWBOURNE ENERGY PARTNERS 05-A LPdex322.htm
EX-32.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 906 - MEWBOURNE ENERGY PARTNERS 05-A LPdex321.htm
EX-31.1 - CERTIFICATION OF CEO PURSUANT TO SECTION 302 - MEWBOURNE ENERGY PARTNERS 05-A LPdex311.htm
Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2010

OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                  to                                 

Commission File No. 333-113340-01

MEWBOURNE ENERGY PARTNERS 05-A, L.P.

 

Delaware                           20-2306210
(State or jurisdiction of incorporation or organization)       (I.R.S. Employer Identification Number)

 

3901 South Broadway, Tyler, Texas                            75701  
(Address of principal executive offices)                      (Zip code)

Registrant’s Telephone Number, including area code:             (903) 561-2900    

 

 

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 of 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X]    No [  ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes [  ]    No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   [  ]    Accelerated filer    [  ]        
Non-accelerated filer   [  ]  (Do not check if a smaller reporting company)                  Smaller reporting company    [X]

Indicate by check mark if the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act).    Yes [  ]    No [X]


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MEWBOURNE ENERGY PARTNERS 05-A, L.P.

INDEX

 

Part 1  -  Financial Information    Page No.

Item 1. Financial Statements

  

Condensed Balance Sheets -
June 30, 2010 (Unaudited) and December 31, 2009

   3

Condensed Statements of Operations (Unaudited) -
For the three months ended June  30, 2010 and 2009
  and the six months ended June 30, 2010 and 2009

   4

Condensed Statements of Cash Flows (Unaudited) -
For the six months ended June 30, 2010 and 2009

   5

Condensed Statement of Changes In Partners’ Capital (Unaudited) -
For the six months ended June 30, 2010

   6

Notes to Condensed Financial Statements

   7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

   9

Item 3. Quantitative and Qualitative Disclosures about Market Risk

   12

Item 4. Disclosure Controls and Procedures

   12

Part II  -  Other Information

  

Item 1. Legal Proceedings

   13

Item 6. Exhibits and Reports on Form 8-K

   13

 

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MEWBOURNE ENERGY PARTNERS 05-A, L.P.

Part I - Financial Information

Item 1. Financial Statements

CONDENSED BALANCE SHEETS

June 30, 2010 and December 31, 2009

 

           June 30, 2010           December 31, 2009  
   (Unaudited)    

ASSETS

    

Cash

    $ 83,863      $ 15,159  

Accounts receivable, affiliate

     674,560       708,677  

Prepaid state taxes

     38,819       27,333  
            

Total current assets

     797,242       751,169  
            

Oil and gas properties at cost, full-cost method

     30,119,052       30,070,865  

Less accumulated depreciation, depletion, amortization and impairment

     (24,245,067)      (23,869,828) 
            
     5,873,985       6,201,037  
            

Total assets

    $ 6,671,227      $ 6,952,206  
            

LIABILITIES AND PARTNERS’ CAPITAL

    

Accounts payable, affiliate

    $ 106,642      $ 103,622  
            

Total current liabilities

     106,642       103,622  
            

Asset retirement obligation

     181,126       132,177  

Partners’ capital

     6,383,459       6,716,407  
            

Total liabilities and partners’ capital

    $ 6,671,227      $ 6,952,206  
            

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 05-A, L.P.

CONDENSED STATEMENTS OF OPERATIONS

For the three months ended June 30, 2010 and 2009 and

the six months ended June 30, 2010 and 2009

(Unaudited)

 

   

Three Months Ended

 

June 30,

 

Six Months Ended

 

June 30,

          2010               2009               2010               2009      

Revenues and other income:

       

  Oil sales

  $ 238,291    $ 91,688    $ 426,769    $ 180,489  

  Gas sales

    909,961      354,826      2,017,883      1,200,798  

  Interest income

    52      85      87      148  
                       

    Total revenues and other income

    1,148,304      446,599      2,444,739      1,381,435  
                       

Expenses:

       

  Lease operating expense

    90,107      81,152      217,376      185,532  

  Production taxes

    86,237      27,083      186,032      96,071  

  Administrative and general expense

    65,010      64,024      106,408      121,809  

  Depreciation, depletion, and amortization

    188,910      132,160      375,239      489,605  

  Cost ceiling write-down

                4,960,963  

  Asset retirement obligation accretion

    2,651      2,280      4,940      4,501  
                       

    Total expenses

    432,915      306,699      889,995      5,858,481  
                       

Net income (loss)

  $ 715,389    $ 139,900    $     1,554,744    $     (4,477,046) 
                       

Basic and diluted net income (loss) per partner interest
(30,000 interests outstanding)

  $ 23.85    $ 4.66    $ 51.82    $ (149.23) 
                       

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 05-A, L.P.

CONDENSED STATEMENTS OF CASH FLOWS

For the six months ended June 30, 2010 and 2009

(Unaudited)

 

    

Six Months Ended

June 30,

 

             2010                    2009        

Cash flows from operating activities:

     

Net income (loss)

     $     1,554,744        $     (4,477,046) 

Adjustments to reconcile net income (loss) to net cash provided by operating activities:

     

Depreciation, depletion, and amortization

     375,239        489,605  

Cost ceiling write-down

     -        4,960,963  

Asset retirement obligation accretion

     4,940        4,501  

Changes in operating assets and liabilities:

     

Accounts receivable, affiliate

     34,117        643,674  

Prepaid state taxes

     (11,486)       27,758  

Accounts payable, affiliate

     3,020        (72,912) 
             

Net cash provided by operating activities

     1,960,574        1,576,543  
             

Cash flows from investing activities:

     

Purchase and development of oil and gas properties

     (4,178)       (50,331) 
             

Net cash used in investing activities

     (4,178)       (50,331) 
             

Cash flows from financing activities:

     

Cash distributions to partners

     (1,887,692)       (1,544,241) 
             

Net cash used in financing activities

     (1,887,692)       (1,544,241) 
             

Net increase (decrease) in cash

     68,704        (18,029)

Cash, beginning of period

     15,159        21,686
             

Cash, end of period

     $ 83,863        $ 3,657
             

Supplemental Cash Flow Information:

     

Non-cash changes to oil & gas properties related to asset retirement obligation liabilities

     $ 44,009      $ 2,478
             

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 05-A, L.P.

CONDENSED STATEMENT OF CHANGES IN PARTNERS’ CAPITAL

For the six months ended June 30, 2010

(Unaudited)

 

       Partners’ Capital  

Balance at December 31, 2009

     $   6,716,407  

Cash distributions

     (1,887,692)  

Net income

     1,554,744  
      

Balance at June 30, 2010

     $ 6,383,459  
      

The accompanying notes are an integral part of the financial statements.

 

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MEWBOURNE ENERGY PARTNERS 05-A, L.P.

NOTES TO CONDENSED FINANCIAL STATEMENTS

(Unaudited)

 

1.

Description of Business

Mewbourne Energy Partners 05-A, L.P. (the “Registrant” or the “Partnership”), a Delaware limited partnership, is engaged primarily in oil and gas development and production in Texas, Oklahoma, and New Mexico, and was organized on February 14, 2005. The offering of limited and general partnership interests began June 1, 2005 as a part of an offering registered under the name Mewbourne Energy Partners 04-05 Drilling Program, (the “Program”), and concluded July 29, 2005, with total investor contributions of $30,000,000 originally being sold to 1,128 subscribers of which $26,844,000 were sold to 998 subscribers as general partner interests and $3,156,000 were sold to 130 subscribers as limited partner interests. During 2007, all general partner equity interests were converted to limited partner equity interests. In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership.

 

2.

Summary of Significant Accounting Policies

Reference is hereby made to the Registrant’s Annual Report on Form 10-K for 2009, which contains a summary of significant accounting policies followed by the Partnership in the preparation of its financial statements. These policies are also followed in preparing the quarterly report included herein.

In the opinion of management, the accompanying unaudited financial statements contain all adjustments of a normal recurring nature necessary to present fairly our financial position, results of operations, cash flows and partners’ capital for the periods presented. The results of operations for the interim periods are not necessarily indicative of the final results expected for the full year.

New Accounting Pronouncements

On April 20, 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2010-14, “Accounting for Extractive Activities - Oil and Gas: Amendments to Paragraph 932-10-S99-1” to make the definitions in Accounting Standards Codification (ASC) 932-10-S99-1 consistent with those in the SEC Final Rule, Modernization of Oil and Gas Accounting”. The Partnership adopted the new standards effective December 31, 2009. This update had no effect on the Partnership’s financial position, results of operations or cash flows.

 

3.

Accounting for Oil and Gas Producing Activities

The Partnership follows the full-cost method of accounting for its oil and gas activities. Under the full-cost method, all productive and non-productive costs incurred in the acquisition, exploration and development of oil and gas properties are capitalized. Depreciation, depletion and amortization of oil and gas properties subject to amortization is computed on the units-of-production method based on the proved reserves underlying the oil and gas properties. At June 30, 2010 and 2009, all capitalized costs were subject to amortization. Proceeds from the sale or other disposition of properties are credited to the full cost pool. Gains and losses on the sale or other disposition of properties are not recognized unless such adjustments would significantly alter the relationship between capitalized costs and the proved oil and gas reserves. Capitalized costs are subject to a quarterly ceiling test that limits such costs to the aggregate of the present value of future net cash flows of proved reserves and the lower of cost or fair value of unproved properties. There were no cost ceiling write-downs during the six months ended June 30, 2010. There was a cost ceiling write-down of $4,960,963 at March 31, 2009 but none at June 30, 2009.

 

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4.

Asset Retirement Obligations

The Partnership has recognized an estimated liability for future plugging and abandonment costs. The estimated liability is based on historical experience and estimated well life. The liability is discounted using the credit-adjusted risk-free rate. Revisions to the liability could occur due to changes in well ownership interests, well plugging and abandonment costs or well useful lives, or if federal or state regulators enact new well restoration requirements. The Partnership recognizes accretion expense in connection with the discounted liability over the remaining life of the well.

A reconciliation of the Partnership’s liability for well plugging and abandonment costs for the six months ended June 30, 2010 and the year ended December 31, 2009 is as follows:

 

          June 30, 2010            December 31, 2009  

Balance, beginning of period

    $ 132,177       $ 120,932 

Liabilities incurred

    44,009       2,487 

Accretion expense

    4,940       8,758 
            

Balance, end of period

    $       181,126       $       132,177 
            

 

4.

Related Party Transactions

In accordance with the laws of the State of Delaware, Mewbourne Development Corporation (“MD”), a Delaware Corporation, has been appointed as the Partnership’s managing general partner. MD has no significant equity interest in the Partnership. Mewbourne Oil Company (“MOC”) is operator of oil and gas properties owned by the Partnership. Mewbourne Holdings, Inc. is the parent of both MD and MOC. Substantially all transactions are with MD and MOC.

In the ordinary course of business, MOC will incur certain costs that will be passed on to owners of the well for which the costs were incurred. The Partnership will receive their portion of these costs based upon their ownership in each well incurring the costs. These costs are referred to as operator charges and are standard and customary in the oil and gas industry. Operator charges include recovery of gas marketing costs, fixed rate overhead, supervision, pumping, and equipment furnished by the operator, some of which will be included in the full cost pool pursuant to Rule 4-10(c)(2) of Regulation S-X. Services and operator charges are billed in accordance with the program and partnership agreements.

In consideration for services rendered by MD in managing the business of the Partnership, the Partnership during each of the initial six years of the Partnership will pay to MD a management fee in the amount equal to .7% of the subscriptions by the investor partners to the Partnership. Effective January 1, 2006 the Partnership has elected to include the management fee as part of the full cost pool pursuant to Rule 4-10(c)(2) of Regulation S-X.

In general, during any particular calendar year the total amount of administrative expenses allocated to the Partnership by MOC shall not exceed the greater of (a) 3.5% of the Partnership’s gross revenue from the sale of oil and natural gas production during each year (calculated without any deduction for operating costs or other costs and expenses) or (b) the sum of $50,000 plus .25% of the capital contributions of limited and general partners.

 

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The Partnership participates in oil and gas activities through a Drilling Program Agreement (the “Program”). The Partnership and MD are parties to the Program. The costs and revenues of the Program are allocated to MD and the Partnership as follows:

 

         Partnership               MD        

Revenues:

    

Proceeds from disposition of depreciable and depletable properties

   70%   30%

All other revenues

   70%   30%

Costs and expenses:

    

Organization and offering costs (1)

   0%         100%

Lease acquisition costs (1)

   0%   100%

Tangible and intangible drilling costs (1)

   100%   0%

Operating costs, reporting and legal expenses, general and
administrative expenses and all other costs

   70%   30%

 

(1)

Pursuant to the Program, MD must contribute 100% of organization and offering costs and lease acquisition costs which should approximate 20% of total capital costs. To the extent that organization and offering costs and lease acquisition costs are less than 20% of total capital costs, MD is responsible for tangible drilling costs until its share of the Program’s total capital costs reaches approximately 20%. The Partnership’s financial statements reflect its respective proportionate interest in the Program.

Item 2.   Management’s Discussion and Analysis of Financial Condition and Results of Operations

Liquidity and Capital Resources

Mewbourne Energy Partners 05-A, L.P. was formed February 14, 2005. The offering of limited and general partnership interests began June 1, 2005 and concluded July 29, 2005, with total investor contributions of $30,000,000. During 2007, all general partner equity interests were converted to limited partner equity interests.

Future capital requirements and operations will be conducted with available funds generated from oil and gas activities. No bank borrowing is anticipated. The Partnership had net working capital of $690,600 at June 30, 2010.

During the six months ended June 30, 2010, the Partnership made cash distributions to the investor partners in the amount of $1,887,692 as compared to $1,544,241 for the six months ended June 30, 2009. The Partnership expects that cash distributions will continue during 2010 as additional oil and gas revenues are sufficient to produce cash flows from operations.

The sale of crude oil and natural gas produced by the Partnership will be affected by a number of factors that are beyond the Partnership’s control. These factors include the price of crude oil and natural gas, the fluctuating supply of and demand for these products, competitive fuels, refining, transportation, extensive federal and state regulations governing the production and sale of crude oil and natural gas, and other competitive conditions. It is impossible to predict with any certainty the future effect of these factors on the Partnership.

 

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Results of Operations

For the three months ended June 30, 2010 as compared to the three months ended June 30, 2009:

 

                 Three Months Ended June  30,            
     2010    2009

Oil sales

     $ 238,291       $ 91,688 

Barrels produced

     3,067       1,876 

Average price/bbl

     $ 77.70       $ 48.87 

Gas sales

     $ 909,961       $ 354,826 

Mcf produced

     190,026       113,053 

Average price/mcf

     $ 4.79       $ 3.14 

Oil and gas revenues. As shown in the above table, total oil and gas sales increased by $701,738, a 157.2% increase, for the three months ended June 30, 2010 as compared to the three months ended June 30, 2009.

Of this increase, $54,068 and $186,541 were due to increases in the average prices of oil and gas sold, respectively. Average prices rose to $77.70 from $48.87 per bbl and to $4.79 from $3.14 per mcf for the three months ended June 30, 2010 as compared to the three months ended June 30, 2009.

Also included in this increase were $92,535 and $368,594 due to increases in the volumes of oil and gas sold by 1,191 bbls and 76,973 mcf, respectively. The lower volume for the three months ended June 30, 2009 was due to the curtailment of some of the Partnership’s wells during April and May, 2009.

Lease operations. Lease operating expense during the three month period ended June 30, 2010 increased to $90,107 from $81,152 due to more well repairs and workovers in the three month period ended June 30, 2010.

Production taxes. Production taxes during the three month period ended June 30, 2010 increased to $86,237 from $27,083 for the three month period ended June 30, 2009 due to higher revenue.

Administrative and general expense. Administrative and general expense for the three month period ended June 30, 2010 was $65,010, which was comparable to $64,024 for the three month period ended June 30, 2009.

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the three month period ended June 30, 2010 increased to $188,910 from $132,160 for the three month period ended June 30, 2009. This was due to an increase in production during the three month period ended June 30, 2010.

 

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Results of Operations

For the six months ended June 30, 2010 as compared to the six months ended June 30, 2009:

 

                     Six Ended  June 30,                
     2010    2009

Oil sales

     $ 426,769       $ 180,489 

Barrels produced

     5,585       4,278 

Average price/bbl

     $ 76.41       $ 42.19 

Gas sales

     $ 2,017,883       $ 1,200,798 

Mcf produced

     377,025       288,623 

Average price/mcf

     $ 5.35       $ 4.16 

Oil and gas revenues. As shown in the above table, total oil and gas sales increased by $1,063,365, a 77% increase, for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009.

Of this increase, $146,408 and $343,947 were due to increases in the average prices of oil and gas sold, respectively. Average prices rose to $76.41 from $42.19 per bbl and to $5.35 from $4.16 per mcf for the six months ended June 30, 2010 as compared to the six months ended June 30, 2009.

In addition, $99,872 and $473,138 were due to increases in the volumes of oil and gas sold by 1,307 bbls and 88,402 mcf. The lower volume for the six months ended June 30, 2009 was due to the curtailment of some of the Partnership’s wells during April and May, 2009.

Lease operations. Lease operating expense during the six month period ended June 30, 2010 increased to $217,376 from $185,532 due to more well repairs and workovers in the six month period ended June 30, 2010.

Production taxes. Production taxes during the six month period ended June 30, 2010 increased to $186,032 from $96,071 for the six month period ended June 30, 2009 due to higher revenue.

Administrative and general expense. Administrative and general expense for the six month period ended June 30, 2010 decreased to $106,408 from $121,809 for the six month period ended June 30, 2009. The overall decrease was due to decreased administrative expenses allocable to the Partnership for the six month period ended June 30, 2010 and lower general expenses for reporting costs.

Depreciation, depletion and amortization. Depreciation, depletion and amortization for the six month period ended June 30, 2010 decreased to $375,239 from $489,605 for the six month period ended June 30, 2009 due to a lower amortizable base at June 30, 2010. The reduced amortizable base was due to the March 31, 2009 cost ceiling write-down.

Cost ceiling write-down. There were no cost ceiling write-downs during the six months ended June 30, 2010. There was a cost ceiling write-down of $4,960,963 at March 31, 2009 but none at June 30, 2009. The write-down was the result of lower oil and gas prices on that date.

 

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Item 3.   Quantitative and Qualitative Disclosures about Market Risk

 

1. Interest Rate Risk

The Partnership Agreement allows borrowings from banks or other financial sources of up to 20% of the total capital contributions to the Partnership without investor approval. Should the Partnership elect to borrow monies for additional development activity on Partnership properties, it will be subject to the interest rate risk inherent in borrowing activities. Changes in interest rates could significantly affect the Partnership’s results of operations and the amount of net cash flow available for partner distributions. Also, to the extent that changes in interest rates affect general economic conditions, the Partnership will be affected by such changes.

 

2.

Commodity Price Risk

The Partnership does not expect to engage in commodity futures trading or hedging activities or enter into derivative financial instrument transactions for trading or other speculative purposes. The Partnership currently expects to sell a significant amount of its production from successful oil and gas wells on a month-to-month basis at market prices. Accordingly, the Partnership is at risk for the volatility in commodity prices inherent in the oil and gas industry, and the level of commodity prices will have a significant impact on the Partnership’s results of operations. For the six months ended June 30, 2010, a 10% change in the price received for natural gas production would have had an approximate $202,000 impact on revenue.

 

3.

Exchange Rate Risk

The Partnership currently has no income from foreign sources or operations in foreign countries that would subject it to currency exchange rate risk. The Partnership does not currently expect to purchase any prospects located outside of either the United States or United States coastal waters in the Gulf of Mexico.

Item 4.   Disclosure Controls and Procedures

MD maintains a system of controls and procedures designed to provide reasonable assurance as to the reliability of the financial statements and other disclosures included in this report, as well as to safeguard assets from unauthorized use or disposition. MD’s Chief Executive Officer and Chief Financial Officer have evaluated the effectiveness of the design and operation of its disclosure controls and procedures with the assistance and participation of other members of management. Based upon that evaluation, MD’s Chief Executive Officer and Chief Financial Officer concluded that its disclosure controls and procedures are effective for gathering, analyzing and disclosing the information the Partnership is required to disclose in the reports it files under the Securities Exchange Act of 1934 within the time periods specified in the SEC’s rules and forms. Since MD’s December 31, 2009 annual report on internal control over financial reporting, and for the quarter ended June 30, 2010, there have been no changes in MD’s internal controls or in other factors which have materially affected, or are reasonably likely to materially affect, the internal controls over financial reporting.

 

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Part II – Other Information

Item 1.   Legal Proceedings

From time to time, the Registrant may be a party to certain legal actions and claims arising in the ordinary course of business. While the outcome of these events cannot be predicted with certainty, the Partnership does not expect these matters to have a material effect on its financial position or results of operations.

Item 6.   Exhibits and Reports on Form 8-K

 

  (a) Exhibits filed herewith.

 

  31.1 Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

  31.2 Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.

 

  32.1 Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

  32.2 Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

  (b) Reports on Form 8-K

None.

 

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Partnership has duly caused this report to be signed on its behalf by the undersigned thereto duly authorized.

 

  Mewbourne Energy Partners 05-A, L.P.
  By:   Mewbourne Development Corporation
    Managing General Partner
Date:                 August 16, 2010    
  By:  

/s/ Alan Clark

    Alan Clark, Treasurer and Controller

 

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INDEX TO EXHIBITS

 

EXHIBIT
NUMBER
                 DESCRIPTION
31.1      Certification of CEO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
31.2      Certification of CFO Pursuant to Section 302 of Sarbanes-Oxley Act of 2002.
32.1      Certification of CEO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.
32.2      Certification of CFO Pursuant to Section 906 of Sarbanes-Oxley Act of 2002.

 

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