SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10K-A
Annual report pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended Commission File Number 0-
17555
December 31, 2007
The Everest Fund, L.P.
(Exact name of registrant as specified in its charter)
Iowa 42-1318186
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1100 North 4th Street, Suite 143, Fairfield, Iowa 52556
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(641) 472-5500
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
Indicate by check mark if the registrant is a well-known
seasoned issuer, as defined in Rule 405 of the Securities
Act.
Yes No X
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or Section 15(d) of the
Act.
Yes X No
Note Checking the box above will not relieve any
registrant required to file reports pursuant to Section 13
or 15(d) of the Exchange Act from their obligations under
those Sections.
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.
Yes X No __
Indicate by check mark if disclosure of delinquent filers
pursuant to Item 405 of Regulation SK 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 Form
10K or any amendment to this Form 10-K: [ X ]
Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, or a non-
accelerated filer. See definition of accelerated filer and
large accelerated filer in Rule 12b-2 of the Exchange Act.
(Check one): Large accelerated filer Accelerated
filer Non-accelerated filer X
Indicate by check mark whether the registrant is a shell
company (as defined in Rule 12b-2 of the Act).
Yes No X
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. $9,491,938
Note If a determination as to whether a particular person
or entity is an affiliate cannot be made without involving
unreasonable effort and expense, the aggregate market value
of the common stock held by non-affiliates may be
calculated on the basis of assumptions reasonable under the
circumstances, provided that the assumptions are set forth
in this Form.
APPLICABLE ONLY TO REGISTRANTS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all
documents and reports required to be filed by Section 12,
13 or15(d) of the Securities Exchange Act of 1934
subsequent to the distribution of securities under a plan
confirmed by a court.
Yes No
(APPLICABLE ONLY TO CORPORATE REGISTRANTS)
Indicate the number of shares outstanding of each of the
registrant s classes of common stock, as of the latest
practicable date.
DOCUMENTS INCORPORATED BY REFERENCE
List hereunder the following documents if incorporated by
reference and the Part of the Form 10-K (e.g., Part I, Part
II, etc.) into which the document is incorporated: (1) Any
annual report to security holders; (2) Any proxy or
information statement; and (3) Any prospectus filed
pursuant to Rule 424(b) or (c) under the Securities Act of
1933. The listed documents should be clearly described for
identification purposes (e.g., annual report to security
holders for fiscal year ended December 24, 1980). None
Explanation note
The 10K filing was incomplete due to a miscommunication between
Everest's attorneys and Everest. Management performed the
evaluation of internal control over financial reporting but failed to
complete it's report. Disclosure controls and procedures were
ineffective as the end of 2007. We are herein revising our disclosures.
Item 9A. Controls and Procedures
The General Partner carried out an
evaluation, under the supervision and with the
participation of the General Partner's management,
including its principal executive officer and principal
financial officer, of the effectiveness of the design and
operation of the Partnership's disclosure controls and
procedures as contemplated by Rule 13(a)-15(e) of the Securities
Exchange Act of 1934, as amended. Any control system, no
matter how well designed and operated, can provide only
reasonable (not absolute) assurance that its objectives will be met.
Furthermore, no evaluation of controls can provide absolute
assurance that all control issues and instances of fraud, if any,
have been detected. Based on their evaluation as of December 31, 2007,
the General Partner's principal executive officer and principal
financial officer concluded that the Partnership's disclosure controls
and procedures were not effective.
There was no change in the Partnership's internal control
over financial reporting in the 12 months ended December
31, 2007 that has materially affected, or is reasonably
likely to materially affect, the Partnership's internal
control over financial reporting.
The General Partner's management has conducted the evaluation
of the internal control over financial reporting, as required
by Exchange Act Rules 13a-15 and 15d-15.
Management's annual report on internal control over financial reporting
The management of the General Partner is responsible for
establishing and maintaining adequate internal control over financial
reporting by the Fund.
The General Partner's internal control over financial reporting
is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with accounting
principles generally accepted in the United States. The Fund's
internal control over financial reporting includes those policies and
procedures that (i) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Fund; (ii) provide reasonable
assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with accounting
principles generally accepted in the United States, and that receipts
and expenditures of the Fund are being made only in accordance
with authorizations of management of the Fund; and (iii) provide
reasonable assurance regarding prevention or timely detection
of unauthorized acquisition, use, or disposition of the Fund's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over
financial reporting may not prevent or detect misstatements. All
internal control systems, no matter how well designed, have inherent
limitations, including the possibility of human error and the
circumvention of overriding controls. Accordingly, even effective
internal control over financial reporting can provide only reasonable
assurance with respect to financial statement preparation. Also,
projections of any evaluation of effectiveness to future periods are
subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the
policies or procedures may deteriorate.
Management assessed the effectiveness of the Fund's internal
control over financial reporting , based on the framework set forth by
the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) in Internal Control-Integrated Framework.
Based on that assessment, management concluded that, as of December 31, 2007,
the Fund's internal control over financial reporting was effective based
on the criteria established in Internal Control-Integrated Framework.
Management's annual report was not subject to attestation by
the Fund's registered public accounting firm pursuant to temporary
rules of the SEC that permit the Fund to provide only management's
report in this annual report.
Management has established and maintained adequate internal control
of the financial control over financial reporting for the registrant.
The management has evaluated with the participation of the issuer's
principal executive and principal financial officers, or persons performing
similar functions, the effectiveness, of the issuer's internal control over
financial reporting. The framework on which management's evaluation
of the issuer's internal control over financial reporting is based is a
suitable,recognized control framework that is established by a body or
group that has followed due-process procedures, including the broad
distribution of the framework for public comment. An evaluation has been
conducted in accordance with the interpretive guidance issued by the
Commission in Release No. 34-55929.
Internal control over financial reporting at the Everest Fund, L.P.is a process
designed and supervised by the issuer's principal executive Peter Lamoureux,
and effected by the issuer's board of directors, management and other personnel,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles and includes those policies and
procedures that:
(1) Pertain to the maintenance of records that in reasonable detail accurately
and fairly reflect the transactions and dispositions of the assets of the
issuer;
(2) Provides reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the issuer are
being made only in accordance with authorizations of management and directors
of the issuer; and
(3) Provides reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use or disposition of the issuer's assets
that could have a material effect on the financial statements.
Financial reporting for the Everest Fund, L.P. for 2007 consisted of four
different reports:
1.Redemptions - initiated by the client services, Tina Laughlin, checked by the
fund administrator, Tina Bediashvili-Wagener, checked and approved by the
management, Peter Lamoureux, sent to Fairfield Accounting for processing.
After processing by Fairfield Accounting, redemptions are reviewed by the
fund administration/client services, reviewed and approved by the management
- - Peter Lamoureux. Management determines Redemptions as a high-risk area
of financial reporting. Therefore, Redemption logs are tested and
Sarbanes-Oxley Section 404 compliance documentation is produced on a
monthly basis. This testing provides reasonable assurance regarding the
reliability of financial reporting. Testing redemption logs allows to detect
in a timely manner any inaccuracy in clients redemptions
records and prevents a material misstatement of the financial statements.
2.Subscriptions - reviewed by the fund administrator and client services,
approved by Peter Lamoureux and processed by Fairfield Accounting. After
processing by Fairfield Accounting, subscriptions are reviewed by the fund
administration/client services, reviewed and approved by the management
- - Peter Lamoureux. Management determines Subscriptions as a high-risk area
of financial reporting. Therefore, Subscription logs are tested and
Sarbanes-Oxley Section 404 compliance documentation is produced on a
monthly basis. This testing provides reasonable assurance regarding
the reliability of financial reporting. Testing Subscription logs
allows to detect in a timely manner any inaccuracy in clients subscription
records and prevents a material misstatement of the financial statements.
3.Daily NAV preparation - daily NAV is prepared by CFO of the Everest
Fund, L.P., Peter Ecob; checked and approved by Peter Lamoureux,
distributed by the fund administrator, Tina Bediashvili-Wagener.
Management determines NAV is high-risk area of financial reporting.
Therefore, NAV is tested and Sarbanes-Oxley Section 404 compliance
documentation is produced on a monthly basis. This testing provides
reasonable assurance regarding the reliability of financial reporting.
Testing NAV allows Everest to detect, in a timely manner, any
inaccuracy in clients subscription records and prevents a
material misstatement of the financial statements.
4.Refco distributions - initiated and processed by Fairfield Accounting,
checked by the client services, reviewed by the fund administrator,
reviewed and approved by the management, Peter Lamoureux. Checks were
prepared by the client services/fund administration, approved and
signed by Peter Lamoureux. Financial Statements are generated by
Fairfield Accounting, checked and reviewed by fund administrator
and approved by Peter Lamoureux. Refco distributions are part of
Redemption logs and Subscription logs.
The management and specifically Peter lamoureux attest to the above and
provide assurances required in the financial reporting and preparation
of financial statements in accordance with generally accepted accounting
principles.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the Partnership has duly
caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Date: September 16, 2008 The Everest Fund, L.P.
By: Everest Asset
Management, Inc.
(General Partner)
By: /s/ Peter Lamoureux
Peter Lamoureux, President
Secretary, Treasurer, and
Director
Pursuant to the requirements of the Securities Exchange Act
of 1934, this report has been signed below by the following
persons on behalf of the Partnership and in the capacities
and on the date indicated.
Date: September 16, 2008
By: /s/ Peter Lamoureux
Peter Lamoureux, President,
Secretary, Treasurer, and Director