SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 31, 2005
Commission File Number 000-51634
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
QUADRIGA SUPERFUND, L.P.
(Exact name of registrant as specified in its charter)
| | | |
| DELAWARE | | 98-0375395 |
| | | |
(State or other jurisdiction of
incorporation or organization) | | (IRS Employer Identification Number) |
LE MARQUIS COMPLEX
UNIT 5
P.O. BOX 1479
GRAND ANSE
ST. GEORGE’S GRENADA
WEST INDIES
Registrant’s telephone number, including area code: (473) 439-2418
Securities registered pursuant to Section 12(b) of the Act: NONE
Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTEREST
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yeso Noþ
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yeso Noþ
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 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.
Yesþ Noo
Indicate by check mark if the disclosure document of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.o
Indicate by check mark whether the registrant is a large accelerated filer, accelerated filer or non-accelerated filer (as defined in Rule 12b-2 of the Exchange Act).
Large Accelerated Filero Accelerated Filero Non-Accelerated Filerþ
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yeso Noþ
State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.
Not applicable.
DOCUMENTS INCORPORATED BY REFERENCE
Prospectus dated December 13, 2005, as supplemented on March 14, 2006, included within Post-Effective Amendment No. 1 to the Registration Statement on Form S-1 (File No. 333-122229), is incorporated by reference into Item I.
EXPLANATORY NOTE
In response to a comment raised by the Staff of the Securities and Exchange Commission, this Form 10-K/A (Amendment No. 1) is being filed by Quadriga Superfund L.P. (the “Fund”) to amend the Fund’s disclosure in Item 9A, Controls and Procedures, in the Form 10-K for the year ended December 31, 2005 that was originally filed with the Securities and Exchange Commission on March 31, 2006.
Except as required to reflect the item described above, no attempt has been made in this Form 10-K/A to modify or update disclosures in the original report on Form 10-K (the “Original Form 10-K”). This Form 10-K/A does not reflect events occurring after the filing of the Original Form 10-K or modify or update any related disclosures. Information not affected by the amendment is unchanged and reflects the disclosure made at the time of the filing of the Original Form 10-K with the Securities and Exchange Commission on March 31, 2006. Accordingly, this Form 10-K/A should be read in conjunction with the Original Form 10-K and the Fund’s filings made with the Securities and Exchange Commission subsequent to the filing of the Original 10-K.
ITEM 9A. CONTROLS AND PROCEDURES
Superfund Capital Management, the Fund’s general partner, with the participation of Superfund Capital Management’s principal executive officer and principal financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures with respect to the Fund as of the end of the period covered by this annual report, and, based on their evaluation, have concluded that these disclosure controls and procedures are effective. There were no significant changes in Superfund Capital Management’s internal controls with respect to the Fund or in other factors applicable to the Fund that could materially affect these controls subsequent to the date of their evaluation.
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on September 13, 2006.
| | | | | |
| | | QUADRIGA SUPERFUND, L.P. |
| | | | | (Registrant) |
| | | | | |
| | | By: | | SUPERFUND CAPITAL MANAGEMENT, INC. |
| | | | | General Partner |
| | | | | |
| | | By: | | /s/ Christian Baha |
| | | | | |
| | | | | Christian Baha |
| | | | | Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Superfund Capital Management, the general partner of the registrant, and in the capacities and on the dates indicated.
| | | | | |
| | | Title with | | |
| Signature | | Superfund Capital Management | | Date |
| | | | | |
/s/ Christian Baha Christian Baha | | Chief Executive Officer and Director
(Principal Executive Officer) | | September 13, 2006 |
| | | | | |
|
| | | | | |
/s/ Roman Gregorig Roman Gregorig | | Vice President, Audit Committee Financial Expert,
Principal Financial Officer,
Principal Accounting Officer and Director
(Principal Financial Officer and Principal Accounting Officer) | | September 13, 2006 |
| | | | | |
(Being the principal executive officer, the principal financial officer and principal accounting officer, and a majority of the board of directors of Superfund Capital Management)
Superfund Capital Management, Inc.
General Partner of Registrant
September 13, 2006
| | | | | |
| By: | /s/ Christian Baha | |
| | Christian Baha | |
| | Chief Executive Officer | |
| |
EXHIBIT INDEX
| | | |
| Exhibit Number | | Description of Document |
| 31.1 | | Certification of Principal Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
| 31.2 | | Certification of Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 |
| |
| 32.1 | | Certification of Principal Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
| |
| 32.2 | | Certification of Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 |
