THE SCOTT LAW FIRM, P.A.
940 Northeast 79th Street, Suite A
Miami, Florida 33138
(305) 754-3603
facsimile (305) 754-2668
wscott@wscottlaw.com
June 4, 2007
Ms. Cicely LaMothe
Branch Chief
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Bromwell Financial Fund, Limited Partnership (the "Fund")
Form 10-K for the year ended 12/31/2006 Filed 4/3/2007
File No. 333-85755
Dear Ms. LaMothe,
We have reproduced below the comments provided in your letter to the
Issuer of May 21, 2007, and have supplied their response immediately
following each of the comments. The Fund will file an amendment to its 10-K
for the year ended 2006 (the "Amendment") within one month of the filing of
this response. The Amendment will contain the changes discussed below. If
any changes are made to the financials included in the Form 10-Q filed for
the first quarter of 2007, the Fund will file an amendment to that report as
well.
FORM 10-K FOR THE YEAR ENDED DECEMBER 31, 2006
Item 9A. Controls and Procedures, page 7
1. Please tell us if your certifying officers have reconsidered the
effect on the adequacy of your disclosure controls and procedures as of the
end of the period covered by your annual report in light of your financial
statement deficiencies as noted below.
Response: The certifying officer has determined that its controls and
procedures need to be changed as follows. All filings will be compared to
previous accepted filings to review for completeness and accuracy, along with
a review of SEC rules and regulations that emphasizes any changes to said
rules and regulations since the last accepted filing. In addition, both the
certified public accountant who prepared the original financials on behalf of
the fund and the independent certified public accountant performing the audit
will initiate an additional final review stage of one another's work to check
for completeness and accuracy.
1
<page>
Financial Statements and Notes
General
2. You only provide two years of information for the statement of
operations, changes in net assets, and cash flows. Tell us how you considered
item 3.02(a) of Regulation S-X in determining that you have covered the
required periods in your financial statements or revise to include.
Response: To comply with Item 3.02(a) of Regulation S-X, the Amendment
will include financials that include three years of financial information.
Report of Independent Registered Public Accounting Firm. page F-2
3. We note you have not included your audit opinion for the financial
statements for the year ended December 31, 2005. Tell us how you considered
the guidance in Rule 2-02 of Regulation S-X.
Response: The Amendment will contain opinions that cover all periods
covered by the financial statements. See our response to 2, above.
Certifications
4. We note that the identification of the certifying individual at the
beginning of the certification required by Exchange Act Rule 13a-14(a) also
includes the title of the certifying individual, Considering that the
certifications must be signed in a personal capacity, please confirm to us
that your officers signed such certifications in a personal capacity and that
you will revise your certifications in future filings, including an amendment
to this filing, to exclude the title of the certifying individual from the
opening sentence.
Response: The inclusion of the title of Mr. Pacult in the opening
sentence was only to identify that Mr. Pacult is in fact that appropriate
person to sign the certification, which we hereby confirm he signed in a
personal capacity. Future certifications filed by Mr. Pacult will not
include his title in the opening sentence.
2
<page>
End of Responses.
We are available to amplify or clarify any response.
Very truly yours,
/s/ William S. Scott
William Sumner Scott
For the Firm
WSS/lf
cc: Belmont Capital Management, Inc.
General Partner
3
<page>
BELMONT CAPITAL MANAGEMENT, INC.
5914 N. 300 West
Fremont, IN 46737
(260) 833-1306
June 4, 2007
Ms. Cicely LaMothe
Branch Chief
U.S. Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Bromwell Financial Fund, Limited Partnership (the "Issuer")
Form 10-K for the year ended 12/31/2006 Filed 4/3/2007
File No. 333-85755
Dear Ms. LaMothe,
The undersigned general partner of the Issuer hereby acknowledges that:
* the Issuer is responsible for the adequacy and accuracy of the
disclosure in the filings;
* the staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with respect
to the filings; and
* the Issuer may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the Federal securities laws
of the United States.
We are available to amplify or clarify our response.
Very truly yours,
/s/ Michael Pacult
Michael Pacult
President
4
<page>