SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2000
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 number ____333-85755______
Belmont Financial Fund, Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0387638
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
c/o Corporate Systems, 101 N. Fairfield Drive, Dover DE 19901
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (219) 833-1505
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Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred
Indicate by check [X] 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 [ ]
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements for the Registrant for the second quarter
ended June 30, 2000 are attached hereto and made a part hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Registrant filed for public registration on Form S-1 of 7,000 Units of
Limited Partnership Interests (the "Units") and has been declared effective
by the SEC as of March 16, 2000. As of July 11, 2000, $754,466.33 in Units
had been sold and the Registrant commenced business. The Partnership has
assigned the proceeds from the sale of Units, minus payment of expenses and a
3% reserve, to Ansbacher Investment Management, Inc., a professional manager
("Commodity Trading Advisors" as that term is defined by the Commodity
Exchange Act, 7 U.S.C. S1, et seq.) to engage in the business of trading
commodities. Initial expenses were paid from (i) the proceeds of
subscription to Units by the individual and corporate General Partner and the
principal of the corporate general partner, who is also the sole limited
partner, and (ii) the advance of expenses by the corporate general partner
and its Affiliates, which the Partnership reimbursed after commencement of
business in the amount of $59,526 for offering expenses and $5,000 for
organizational expenses.
Sales of Units commenced at the price of $1,000 per Unit, a price arbitrarily
determined by the General Partner. After commencement of business, Units
have been and will continue to be sold at the Net Asset Value per Unit as of
the close of business on the last day of the month in which subscriptions are
received by the General Partner until a total of $7,000,000 in Units are sold
or the offering terminates. For complete details, see the Registration
Statement on file with the Securities and Exchange Commission.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
None.
Item 6. Exhibits and Reports on Form 8-K
(a) None (b) No reports on Form 8-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended June 30, 2000, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Bromwell Financial Fund, Limited
Partnership
By Belmont Capital Management, Incorporated
Its General Partner
By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the
General Partner
Date: August 15, 2000
BROMWELL FINANCIAL FUND,
LIMITED PARTNERSHIP
(A Development Stage Enterprise)
FOR THE THREE AND SIX MONTHS ENDED
JUNE 30, 2000
AND THE PERIOD JANUARY 12, 1999
(DATE OF INCEPTION)
TO JUNE 30, 2000
(Unaudited)
GENERAL PARTNER:
Belmont Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
BALANCE SHEET
June 30, 2000
(Unaudited)
ASSETS
Cash $ 407
LIABILITIES AND PARTNERS' EQUITY
Liabilities -
Accounts payable $ 850
Due to affiliate (Note 2)
Total Liabilities 850
Partners' Capital -
Limited partners (1 unit) (1,048)
General partner (4.5 units) 605
Total Partners' Capital (443)
$ 407
The accompanying notes are an integral part
of the financial statements.
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
THE THREE AND SIX MONTHS ENDED JUNE 30, 2000 AND
THE PERIOD JANUARY 12, 1999 (INCEPTION)
TO JUNE 30, 2000
(Unaudited)
Three Months Six Months Initial Period
Ended Ended January 12, 1999 to
June 30, 2000 June 30, 2000 June 30, 2000
REVENUES $ $ $
Total Revenues
EXPENSES
Organizational costs
(Note 1)
Shipping expense 320
Dues and subscriptions 50 300 300
Other administrative expenses 272 420 546
Total Expenses 322 720 1,166
NET LOSS $ (322) $ (720) $ (1,166)
NET LOSS -
Limited partnership unit $ (64) $ (263) $ (486)
General partnership unit $ (72) $ (199) $ (475)
The accompanying notes are an integral part
of the financial statements.
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
STATEMENT OF PARTNERS' EQUITY
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
(Unaudited)
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS'
EQUITY
Amount Units Amount Units Amount Units
Balance April 1, 2000 $ (435) 1.0 $ (436) 1.0 $ (871) 2.0
Partner Contributions 3,500 3.5 3,500 3.5
Syndication costs paid (549) (2,201) (2,750)
Net loss (64) (258) (322)
Balance - June 30, 2000 $ (1,048) 1.0 $ 605 4.5 $ (443) 5.5
SIX MONTHS ENDED JUNE 30, 2000
Balance January 1, 2000 $ 777 1.0 $ 777 1.0 $ 1,554 2.0
Partner Contributions 3,500 3.5 3,500 3.5
Syndication costs paid (1,562) (3,215) (4,777)
Net loss (263) (457) (720)
Balance - June 30, 2000 $ (1,048) 1.0 $ 605 4.5 $ (443) 5.5
Value per unit $ (80.55)
Total partnership units 5.5
The accompanying notes are an integral part
of the financial statements.
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
STATEMENT OF PARTNERS' EQUITY
FOR THE PERIOD JANUARY 12, 1999 (INCEPTION) TO JUNE 30, 2000
(Unaudited)
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS'
EQUITY
Amount Units Amount Units Amount Units
Partner Contributions $ 1,000 1.0 $ 4,500 4.5 $ 5,500 5.5
Syndication costs paid (1,562) (3,215) (4,777)
Net loss (486) (680) (1,166)
Balance - June 30, 2000 $ (1,048) 1.0 $ 605 4.5 $ (443) 5.5
Value per unit $ (80.55)
Total partnership units 5.5
The accompanying notes are an integral part
of the financial statements.
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Developmental Enterprise)
STATEMENT OF CASH FLOWS
FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000
AND THE PERIOD JANUARY 12, 1999 (INCEPTION) TO JUNE 30, 2000
(Unaudited)
Three Months Six Months
Ended Ended
June 30, 2000 June 30, 2000
(Unaudited) (Unaudited) 1999
CASH FLOWS FROM OPERATING ACTIVITIES
Net Loss $ (322) $ (720) $ (1,166)
Adjustments to reconcile net income
to net cash provided by (used in)
operating activities -
Increase (decrease) in
accounts payable (100) 850 850
Net Cash Provided By (Used In)
Operating Activities (422) 130 (316)
CASH FLOWS FROM FINANCING ACTIVITIES
Partner contributions 3,500 3,500 5,500
Syndication costs (2,750) (4,777) (4,777)
Net Cash Provided By (Used In)
Financing Activities 750 (1,277) 723
NET INCREASE (DECREASE) IN CASH 328 (1,147) 407
CASH
Beginning of period 79 1,554
End of period $ 407 $ 407 $ 407
The accompanying notes are an integral part
of the financial statements.
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Bromwell Financial Fund, Limited Partnership (the
Fund) was formed January 12, 1999 under the laws of the State of Delaware.
The Fund expects to engage in the speculative trading of futures contracts in
commodities, however, the Fund will not commence business until at least
$700,000 worth of partnership interests are sold. Belmont Capital
Management, Inc. and Shira Pacult are the general partners and commodity pool
operators of Bromwell Financial Fund, Limited Partnership. The commodity
trading advisor (CTA) is expected to be Ansbacher Investment Management,
Inc., which has the authority to trade so much of the Fund's equity as is
allocated to it by the General Partners.
The Partnership is in the development stage and its
efforts through June, 2000 have been principally devoted to organizational
activities.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Offering Expenses and Organizational Costs - Contingent upon the sale of
at least $700,000 of partnership interests, offering costs of $47,000 will be
paid from the gross proceeds contributed and charged to the partners' capital
accounts. Subject to the above contingency, organizational costs are charged
to expense as incurred. Through June 30, 2000, the sum of $2,399 in
organization costs and $12,666 in offering costs has been paid to date by an
affiliate. These costs have not been reflected in the financial statements
since they will not be reimbursed until the minimum offering amount is raised
and the total amount of these costs has yet to be determined. In addition,
the partnership has incurred and paid an additional $4,777 in syndication
costs representing fees for preparation of financial statements and shipping
expenses for various documents prepared. Since these costs were paid from
the Partnership's funds, they were reflected in the financial statements.
Registration Costs - Costs incurred for the initial filings with
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering is
expected to be made are accumulated, deferred and charged against the gross
proceeds of offering at the initial closing as part of the offering expenses.
Recurring registration costs, if any, will be charged to expense as incurred.
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and will be reflected in the balance sheet at the difference
between the original contract amount and the market value on the last
business day of the reporting period.
Market value of commodity futures contracts is based
upon exchange or other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund will consider only money market funds to be cash equivalents. As of
the balance sheet date, the Fund has no cash equivalents. Net cash provided
by operating activities include no cash payments for interest or income taxes
as of June 30, 2000.
2. DUE TO AFFILIATE
The Fund's individual general partner is a joint owner of Futures
Investment Company and this Company has funded most of the organizational and
offering costs incurred by the Fund to date.
3. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in
addition to directing the trading and investment activity of the Fund,
including suspending all trading, includes executing and filing all necessary
legal documents, statements and certificates of the Fund, retaining
independent public accountants to audit the Fund, employing attorneys to
represent the Fund, reviewing the brokerage commission rates to determine
reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of the names, addresses and numbers
of units owned by each Limited Partner and taking such other actions as
deemed necessary or desirable to manage the business of the Partnership.
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
3. GENERAL PARTNER DUTIES - CONTINUED
If the net unit value of the partnership falls to
less than 50% of the greater of the original $1,000 selling price, less
commissions and other charges or such higher value earned through trading,
then the General Partner will immediately suspend all trading, provide all
limited partners with notice of the reduction and give all limited partners
the opportunity, for fifteen days after such notice, to redeem partnership
interests.
4. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among
other things, that
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital
will be made solely at the discretion of the General Partners.
Allocation of Profit and Loss for Federal Income Tax Purposes - As of the
end of each fiscal year, the Partnership's realized capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any units until after the
lapse of six months from the date of the investment. Thereafter, a Limited
Partner may withdraw, subject to certain restrictions, any part or all of his
units from the partnership at the net asset value per unit on the last day of
any month on ten days prior written request to the General Partner. A
redemption fee payable to the partnership of a percentage of the value of the
redemption request is charged pursuant to the following schedule:
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 2000
(Unaudited)
4. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
4% if such request is received ten days prior to the last trading day of
the month in which the redemption is to be effective from the sixth month to
the twelfth month after the date of the investment in the Fund.
3% if such request is received during the next six month period.
2% if such request is received during the next six month period.
1% if such request is received during the next six month period.
0% thereafter.
5. FEES
The Fund will be charged the following fees on a monthly basis as of the
commencement of trading.
A management fee of 1% (annual rate) of the Fund's net assets allocated
to each CTA to trade will be paid to each CTA and 3% of the Fund's net assets
allocated to all CTA's will be paid to the Fund's Corporate General Partners.
An incentive fee of 20% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by a CTA and expense
allocated to his activity. In the event that trading produces a loss, no
incentive fees will be paid and all losses will be carried over to the
following months until profits from trading exceed the loss. It is possible
for one CTA to be paid an incentive fee during a quarter or a year when the
Fund experienced a loss.
The Fund will pay fixed commissions of 11% (annual rate) of assets
assigned to be traded, payable monthly, to the introducing broker affiliated
with the General Partners. The Affiliated Introducing Broker will pay the
costs to clear the trades to the futures commission merchant and all PIT
Brokerage costs which shall include the NFA and exchange fees.
The General Partner has reserved the right to change the management fee
and the incentive fee at its sole discretion.
6. SUBSEQUENT EVENTS
Subsequent to the balance sheet date, the Fund has
broken escrow and sold over $700,000 of partnership interests. Also to date,
organization costs of $5,000 and offering costs of $59,526 have been
incurred. Since the fund has sold at least $700,000 in partnership interests
it has commenced trading. None of these transactions have been reflected in
the June 30, 2000 financial statements.