SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDMENT NO. 1 TO FORM 12b-25
NOTIFICATION OF LATE FILING
Commission File No. 333-85755
| | Form 10-K | | Form 20-F | | Form 11-K |X| Form 10-Q | | Form NSAR
For the period ended: June 30, 2007
| | Transition Report on Form 10-K
| | Transition Report on Form 20-F
| | Transition Report on Form 11-K
| | Transition Report on Form 10-Q
| | Transition Report on Form NSAR
For the transition period ended:
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Read attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
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If the notification related to a portion of the filing checked above,
identify
the item(s) to which notification relates:
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Part I-Registrant Information
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Full name of Registrant: Bromwell Financial Fund, Limited
Partnership
Former name if Applicable:
Address of Principal Executive
Office (Street and Number): 505 Brookfield Drive
City, State and Zip Code: Dover, DE 19901
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Part II-Rule 12b-25(b) and (c)
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If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed.(Check box if appropriate.)
(a) The reasons described in detail in Part III of this form could
not be eliminated without unreasonable effort or expense;
| |
(b) The subject annual report, semi-annual report, transition
report of Forms 10-K, 10-KSB, 20-F, 11-K or Form N-SAR, or portion
thereof will be filed on or before the 15th calendar day following
the prescribed due date; or the subject quarterly report or
transition report on Form 10-Q, 10-QSB, or portion thereof will be
filed on or before the fifth calendar day following the prescribed
due date; and
(c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
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Part III-Narrative
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State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
10-QSB, N-SAR or the transition report portion thereof could not be filed
within the prescribed time period.
On August 14, 2007, the Registrant reported on Form 12b25 that it
required additional time to complete the review of its second quarter
2007 financial statements and description of its controls and
procedures, and that it could not complete this review by the due date
of the subject report without unreasonable effort or expense. An
automatic extension pursuant to Rule 12b25 was granted for the
Registrant to file the second quarter 2007 Form 10-Q (the "Quarterly
Report") within five calendar days. As of the expiration of that
extension, today, August 20, 2007, the Registrant is still not able to
complete the review of its financial statements and requests a further
extension of time to file the Quarterly Report until August 31, 2007.
The Registrant affirms that (1), it has not made any offers or sales of
its registered securities to non-affiliates of the Registrant since its
cessation of business in January, 2005 and, accordingly, has not raised
the minimum to re-commence business, (2) it will not make any offers or
sales of its securities until the Quarterly Report is filed, and (3)
there are no disagreements with the independent certifying accountants
as of the date of filing of this Amended Form 12b25.
The cause of this delay is that the Registrant has recognized the
necessity of restating its financials for the years 2005, 2006 and the
first quarter of 2007. The Registrant cannot prepare its Quarterly
Report until those restated financials have been completed and reviewed
by its independent auditor. These actions are in progress, but have not
yet been completed. Because the Registrant has not been operational
since January, 2005 and has not yet re-commenced business, its resources
are limited. Additionally, the accountant responsible for initial
preparation of the financial statements was recently changed. The
Registrant expects that future statements will be prepared on time and
will not be subject to these extenuating circumstances.
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Part IV-Other Information
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(1) Name and telephone number of person to contact in regard to this
notification:
Michael Pacult 260 833-1306
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company
Act of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed?
|X| Yes | | No
If the answer is no, identify report(s)
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by
the earnings statements to be included in the subject report or portion
thereof?
|X| Yes | | No
If so: attach an explanation of the anticipated change, both narratively and
quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
The Registrant has recognized the necessity of restating its financials
for the years ended 2005 and 2006 and the quarter ended March 31, 2007
to expense offering costs as incurred, and will file a Form 8-K within
the next day to provide notice of the inability to rely on these prior
financial statements and reports. When the Registrant initially filed
this Form 12b25 to request the automatic extension of time, it had not
concluded these restatements would have to be made, which is why it
checked "No" to the above question.
Initial accounting reports indicate that there will be a significant
change in results of operations from the corresponding period for the
last fiscal year. Specifically, accumulated reorganization expenses as
of March 31, 2007 and years ended 2006 and 2005 of $52,489, $52,489, and
$24,091, respectively, were previously recorded as assets and not
reflected as Expenses on the Statement of Operations. However they will
be restated as liabilities as of June 30, 2007, March 31, 2007 and the
years ended 2006 and 2005, in the estimated amounts of $4,308, $0,
$28,398, and $24,091, respectively, and reflected on the Statements of
Operations as Expenses.
Bromwell Financial Fund, Limited Partnership
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Name of Registrant as Specified in Charter
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Registrant Bromwell Financial Fund, LP
By Belmont Capital Management, Incorporated
Its Corporate General Partner
By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the
Date: August 20, 2007
INSTRUCTION: The form may be signed by an executive officer of the registrant
or by any other duly authorized representative. The name and title of the
person signing the form shall be typed or printed beneath the signature. If
the statement is signed on behalf of the registrant by an authorized
representative (other than an executive officer), evidence of the
representative's authority to sign on behalf of the registrant shall be filed
with the form.
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ATTENTION
Intentional misstatements or omissions of fact constitute Federal Criminal
Violations (See 18 U.S.C. 1001).
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