SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
________________________________________
FORM 8-K
________________________________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): August 17, 2007
BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Charter)
Delaware 333-85755 51-037638
(State or jurisdiction Commission file (I.R.S. Employer
of incorporation) number Identification No.)
505 Brookfield Drive
Dover, Delaware 19901
(Address of Principal Executive Offices)
(800) 331-1532
(Registrant's Telephone Number)
None
(Former name or former address, if changed since last report.)
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 1. Registrant's Business and Operations.
None.
Item 2 Financial Information
None.
Item 3. Securities and Trading Markets.
None.
Item 4.01 Changes in Registrant's Certifying Accountant.
None.
Item 4.02 Non-Reliance on Previously Issued Financial Statements or a
Related Audit Report or Completed Interim Review.
(a) Michael Pacult, as sole officer and director of the corporate general
partner of the Registrant, has concluded that previously issued quarterly and
annual financial statements of the Registrant should no longer be relied upon
because of a change in the date expenses are charged, which has resulted in
substantial changes to the net loss reported for prior reporting periods.
(1) On August 17, 2007, Mr. Pacult concluded that the Registrant's
financial statements for the first quarter of 2007 and the years ended 2006
and 2005 cannot be relied on and a restatement of those financial statements
will be required.
(2) These restatements are required to comply with current accounting
guidelines that require offering costs incurred after the initial effective
date, March 16, 2000, to be expensed as incurred. The Registrant ceased
trading on January 10, 2005 and subsequently redeemed all limited partners,
except an affiliate of the General Partner. The Registrant has incurred
audit, legal and other expenses since then to maintain the registration of its
securities. These costs were previously reflected as an Asset on the Balance
Sheet as Reimbursable Reorganization Costs. However, they will be expensed as
incurred in the restated financials, reflected as a Liability on the Balance
Sheet and reflected as Expenses on the Statement of Operations.
(3) Mr. Pacult has discussed the matter disclosed in this filing with
Jordan Patke and Associates, Ltd., certified public accountants, the
Registrant's independent auditor.
(4) The Registrant will restate its previously issued financial statements
for (1) the period ended March 31, 2007 appearing in the Registrant's Form 10-
Q filed May 21, 2007 and (2) the years ended 2005 and 2006 appearing in the
Registrant's Form 10-K filed April 3, 2007 as amended July 3, 2007. The
Registrant is working diligently to complete the restatement and to file the
appropriate Form 10-Q/A and 10-K/A by August 31, 2007.
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Item 5. Corporate Governance and Management.
None.
Item 6. Asset-Backed Securities.
None.
Item 7. Regulation FD.
None.
Item 8. Other Events.
None.
Item 9. Financial Statements and Exhibits.
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this 8-K report to be signed on its behalf by the
undersigned hereunto duly authorized.
Registrant: Bromwell Financial Fund,
Limited Partnership
By Belmont Capital Management, Inc.
Its General Partner
By: /s/ Michael Pacult
Mr. Michael Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the General Partner
Date: August 21, 2007
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