AMENDMENT No. 1 to FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES AND EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 2007
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 333-108629
Providence Select Fund, Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 20-0069251
(State or other jurisdiction
of incorporation (I.R.S. Employer
or organization) Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices, including zip code)
(800) 331-1532
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
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 whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [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]
APPLICABLE ONLY TO ISSUERS 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 Sections 12, 13 or 15(d) f the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes [ ] No [ ] Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Not Applicable
<page>
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 1 to Form 10-Q (the "Amendment")
to its quarterly report on Form 10-Q for the quarter ended March 31, 2007,
originally filed May 21, 2007 (the "Quarterly Report"), to restate the
Quarterly Report in its entirety. On August 2, 2007, Michael Pacult, as sole
officer and director of the corporate general partner and as the sole
individual general partner of the Registrant, concluded that the quarterly
financial statements of the Registrant issued as of March 31, 2007 and prior
to that date and all annual financial statements issued prior to that date
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. Accordingly, the quarterly financial statements
as of March 31, 2007 are being restated in this Amendment, and the 2006 and
prior years financial statements are being restated in an amendment to the
Form 10-K, to be filed separately from this Amendment.
These restatements reflect (1) the American Institute of Certified Public
Accountants' Statement of Position number 98-5 ("SOP 98-5") that prefers for
issuers, such as the Registrant, to expense reimbursable organizational costs
as incurred and (2) the Securities and Exchange Commission's ("SEC") Staff
Accounting Bulletin ("SAB") Topics 5A and 5D that reflect the SEC's
interpretation of the Federal securities laws for public issuers, such as the
Registrant, that offering costs be expensed as a reduction to partnership
capital as of the initial effective date of the offering and, thereafter, to
expense offering costs as incurred. As a result, for financial reporting
purposes in conformity with General Accepted Accounting Principles, all
organizational costs are expensed as incurred and, on the Fund's initial
effective date, September 12, 2005, the Fund deducted the total initial
offering costs as of that date from Partners' capital and began expensing all
offering costs as of that date. For all other purposes, including determining
the Net Asset Value per Unit for subscription and redemption purposes, the
Fund will not reimburse the offering and organizational costs until after the
twelfth month following the commencement of business as provided in its
Prospectus. Accordingly, the amount of cash available for the commodity
trading advisor to trade during the first twelve months of operation of the
Fund remains the same as before this accounting adjustment was made.
This Amendment replaces the Quarterly Report in its entirety, including
exhibits; however, it does not update the disclosures as of a date later than
the report period, unless otherwise noted.
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The reviewed financial statements for the Registrant for the three months
ended March 31, 2007 are attached hereto and made a part hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General Information
The Registrant (the "Fund") was granted an effective date by the Securities
and Exchange Commission on September 12, 2005. On March 2, 2007, the Fund
commenced business after admission of 46 limited partners, with total
subscriptions of $1,088,370. The Fund, pursuant to the terms of the Limited
Partnership Agreement, is engaged in the business of speculative and high risk
trading of commodity futures and options markets through the services of the
commodity trading advisor its management has selected.
Description of Fund Business
The Fund grants one or more commodity trading advisors ("CTA") a power of
attorney that is terminable at the will of either party to trade the equity
assigned to each CTA by Fund management. NuWave Investment Corp. is the sole
commodity trading advisor of the Fund. The General Partner has reserved the
right to add and delete CTAs and reallocate equity assigned as it shall
determine, in its sole discretion, without prior notice to the partners
(investors). The CTA has sole discretion to select the trades and does not
disclose the methods it uses to make those determinations in its disclosure
documents or to the Fund or to Fund management. There is no promise or
expectation of a fixed or any other return to the investors. The investors
must look solely to trading profits for a return their investment as the
interest income is expected to be less than the fixed expenses to operate the
Fund.
2
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Assets
The Fund assets will consist of cash used as margin to secure futures
(formerly called commodity) trades entered on its behalf by the commodity
trading advisors it selects. The Fund deposits its cash with one or more
futures commission merchants (brokers) who hold and allocate the cash to use
as margin to secure the trades made. The futures held in the Fund accounts
are valued at the market price on the close of business each day by the
Futures Commission Merchant or Merchants that hold the Fund equity made
available for trading. The Capital accounts of the Partners are immediately
responsible for all profit and losses incurred by trading and payment and
accrual of the expenses of offering partnership interests for sale and the
operation of the partnership. The fixed costs of operation are a management
fee of a percentage based on the rate of trading assigned by NuWave and
approved by the General Partner of up to 2.5% annually and a quarterly
incentive fee of 20% paid to the commodity trading advisor, a quarterly
incentive fee of up to 3% paid to the general partner, fixed annual brokerage
commissions of 6%, an annual continuing service fee of 3%, and accounting and
legal fees that must be paid before the limited partners may earn a profit on
their investment. See Subsequent Events below for fee changes.
The Fund does not intend to borrow from third parties. Its trades are entered
pursuant to a margin agreement with the futures commission merchant which
obligates the fund to the actual loss, if any, without reference or limit by
the amount of cash posted to secure the trade. The limited partners are not
personally liable for the debts of the Fund, including any trading losses.
The Registrant will in the future offer Units for sale to the public until the
balance, as of March 31, 2007 of $48,911,630 in face amount of registered
Units are sold. As of March 31, 2007, of the $50,000,000 in Units registered,
$1,088,370 has been sold and, upon redemption by the holder, will not be
resold. Capital available will be dependent upon the marketing and sales
effort put in place by Fund management to sell the registered limited
partnership interests. Absent the registration of additional Units, the Fund
will be capitalized at $50,000,000 subject to redemption of Units by the
holders as they request, which are expected to be honored by the General
Partner.
An Investment in the Fund Depends upon Redemption of Fund Units
The Fund Units are not traded and they have no market value. Liquidity of an
investment in the Fund depends upon the credit worthiness of the exchanges,
brokers, and third parties of off exchange traded futures that hold Fund
equity or have a lien against Fund assets for payment of debts incurred.
Those parties must honor their obligations to the Fund for the Fund to be able
to obtain the return of its cash from the futures commission merchant that
holds the Fund account.
The commodity trading advisor selects the markets and the off exchange
instruments to be traded. The General Partner selects the futures commission
merchants to hold the Fund assets. Both the commodity trading advisor and the
general partner believe all parties who hold Fund assets or are otherwise
obligated to pay value to the Fund are credit worthy. Margin is an amount to
secure the entry of a trade and is not a limit of the profit or loss to be
gained from the trade. The general partner intends to allocate approximately
97% of the Fund equity to be used as margin to enter trades. Although it is
customary for the commodity trading advisor to use 40% or less of the equity
available as margin, there is no limit imposed by the Fund upon the amount of
equity the advisors may commit to margin. It is possible for the Fund to
suffer losses in excess of the margin it posts to secure the trades made.
To have the purchase price or appreciation, if any, of the Units, paid to
them, partners must use the redemption feature of the Partnership.
Distributions, although possible in the sole discretion of the general
partner, are not expected to be made. There is no current market for the
Units sold, none is expected to develop and the partnership agreement limits
the ability of a limited partner to transfer the Units.
Results of Operations
The Fund's restated results after payment and accrual of expenses for the
first three months of 2007, for financial reporting purposes was a loss of
$35,827 ($32.92 per Unit), and for all other purposes, including subscriptions
3
<page>
and redemptions, was a profit of $9,389 ($8.62 per Unit). The Fund's restated
results after payment and accrual of expenses for the first three months of
2006, for financial reporting purposes, was a loss of $9,532 ($4,766 per
Unit), and for all other purposes, including subscriptions and redemptions,
was a loss of $0 ($0 per Unit). In its first quarter 2006 10-Q, the Fund had
deferred its offering and organizational costs and reported that it had no
results (i.e., no profit or loss). Losses are now reported for this period
because offering and organizational costs have been expensed. Subsequent to
the commencement of business, the Fund is subject to ongoing offering and
operating expenses; however, profits or losses are primarily generated by the
commodity trading advisor by methods that are proprietary to it. These
results are not to be construed as an expectation of similar profits in the
future.
Subsequent Events
Effective September 1, 2007, the management fee to NuWave Investment Corp.
will be increased from up to 2.5% annually to up to 3.25% annually. The fee
will continue to be based on the rate of trading assigned by NuWave and
approved by the General Partner. Correspondingly, the corporate General
Partner will lower its incentive fee from 3.0% to 0.5%. This change will
allow the commodity trading advisor increased flexibility in trading on behalf
of the Fund.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
The business of the Fund is speculative and involves a high degree of risk of
loss.
Item 4. Controls and Procedures
The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the general partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account. The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent CPA Firm and then are reviewed each quarter and audited each year
by a different independent CPA firm.
In the Fund's previously-filed Annual Report on Form 10-K for the year ended
December 31, 2006 (the "Annual Report"), the General Partner of the Fund,
under the actions of its sole principal, Michael Pacult, evaluated the
effectiveness of the design and operation of its disclosure controls and
procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e)
or 15d-15(e)) with respect to the Fund as of December 31, 2006 and found them
adequate. Prior to filing the Quarterly Report, in May, 2007, management was
informed by the SEC that the financials in the Annual Report did not conform
to SEC requirements because (1) the financials contained only two, and not
three, years of financial information for the statements of operations,
changes in net assets, and cash flows; and, (2) the audit opinion did not
cover all financial periods stated. Because of these omissions, management
re-evaluated its prior conclusion regarding the effectiveness of the design
and operation of its disclosure controls and procedures as of December 31,
2006 with respect to the Fund. Based upon Mr. Pacult's re-evaluation,
conducted under Exchange Act Rule 13a-15 or 15d-15(e), he concluded that the
omissions were caused by a personnel problem, were the result of obvious human
error and lack of attention to detail, and that the Fund's disclosure controls
and procedures were accordingly not effective as of December 31, 2006. Mr.
Pacult become aware of the problem after the period covered by the Quarterly
Report, but prior to the filing of the Quarterly Report. Accordingly, while
the disclosure controls and procedures were not effective as of the period
covered by the Quarterly Report, Mr. Pacult caused sufficient additional
review of the Quarterly Report prior to filing to be reasonably certain that
it did not contain similar errors or issues as appeared in the Annual Report.
To remedy the situation, prior to the filing of this Amendment, Mr. Pacult
severely reprimanded those persons who prepared and reviewed the financial
statements included in the Annual Report.
Internal Control over Financial Reporting
Each month, the general partner reviews the profit and loss statements for the
month and once approved each partner is sent a statement to disclose total
Fund performance and the amount in the partner's capital account. Checks are
paid for expenses only upon approval of invoices submitted to the general
partner or pursuant to standing authorizations for periodic fixed expenses.
Payment of a redemption is only upon receipt of a request form signed by the
4
<page>
person with authority over the limited partner's account. The general partner
balances the daily account information with the monthly compilation and
financial statements prepared by the independent CPA. There was no change in
the General Partner's internal control over financial reporting applicable to
the Fund identified in connection with the evaluation required by paragraph
(d) of Exchange Act Rules 13a-15 or 15d-15 in the quarter ended March 31, 2007
that has materially affected, or is reasonably likely to materially affect,
internal control over financial reporting applicable to the Fund.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
The following disclosures have been updated to be current as of the date of
this Amendment:
There have been no legal proceedings against the Fund, its General Partner,
the CTA, the IB or any of their Affiliates, directors or officers. The FCM,
MF Global Inc., has had the following described reportable events, none of
which, in the opinion of the FCM, is material to the performance of the FCM on
behalf of the Fund's account:
At any given time, MF Global Inc. ("MFG"), formerly known as Man Financial
Inc ("MFI"), is involved in numerous legal
actions and administrative proceedings, which in the aggregate, are not, as of
the date of this prospectus, expected to have a material effect upon its
condition, financial or otherwise, or to the services it will render to the
partnership. There have been no administrative, civil or criminal proceedings
pending, on appeal or concluded against MFG or its principals within the five
years preceding the date of this prospectus that MFG would deem material for
purposes of Part 4 of the Regulations of the Commodity Futures Trading
Commission, except as follows:
MFI has been sued by the Receiver for Philadelphia Alternate Asset Fund
("PAAF") and associated entities for common law negligence, common law fraud,
violations of the Commodity Exchange Act and RICO violations (the
"Litigation"). The Receiver's claims for damages are not quantified in the
Complaint, but are believed to be substantial. MFI has informed the general
partner that in acting as executing and clearing broker for PAAF it was not
responsible for its losses, that it has denied the material allegations of the
complaint, that it has brought in third party defendants (one of which has
been made a primary defendant), that it will move for summary judgment and
will otherwise vigorously defend the litigation. Further, the outcome of the
Litigation should not materially affect MFI or its ability to perform as a
clearing broker. The Commodity Futures Trading Commission ("CFTC") is also
investigating the events involving PAAF's losses and MFI's relationship to
PAAF. To date, the CFTC has not brought any action against the MFI.
On February 20, 2007, MFI settled a CFTC administrative proceeding (In the
Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in
which MFI was alleged to have failed to supervise one of its former associated
persons (AP) who was charged with fraudulently soliciting customers to open
accounts at MFI. The CFTC alleged that the former AP misrepresented the
profitability of a web-based trading system and of a purported trading system
to be traded by a commodity trading advisor. Without admitting or denying the
allegation, MFI agreed to pay restitution to customers amounting to
$196,900.44 and a civil monetary penalty of $120,000. MFI also agreed to a
cease and desist order and to strengthen its supervisory system for overseeing
sales solicitations by employees in connection with accounts to be traded
under letters of direction in favor of third party system providers.
As mentioned above, the FCM has assured the Fund that neither of the above
events will interfere with the ability of the FCM to perform its duties on
behalf of the Fund.
Item 1A. Risk Factors
There have been no material changes from risk factors as previously disclosed
in the Fund's Form 10-K. The risks of the Fund are (1) described fully in its
prospectus filed with its registration statement on Form S-1, which is
incorporated herein by reference (2) described in summary in Part I of this
Form 10-Q, which is incorporated herein by reference.
5
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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
(a) None
(b) None
Item 6. Exhibits
31.1 Certification of Principal Executive Officer and Principal Financial
Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934
32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 10-Q for the period ended March 31, 2007, to be signed on its behalf by
the undersigned, thereunto duly authorized.
Registrant: Providence Select Fund, Limited Partnership
By White Oak Financial Services, Incorporated
Its General Partner
By: /s/ Michael Pacult
Mr. Michael Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the General Partner
Date: August 23, 2007
6
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Providence Select Fund, Limited Partnership
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Financial Statements
Statements of Assets and Liabilities as of March 31, 2007
and December 31, 2006 F-3
Schedule of Investments - Cash and Securities - March 31, 2007 F-4
Schedules of Investments - Futures Contracts - March 31, 2007 F-5
Statements of Operations for the Three Months Ended March
31, 2007 and 2006 F-6
Statements of Changes in Net Assets for the Three Months
Ended March 31, 2007 and 2006 F-7
Statements of Cash Flows for the Three Months Ended March
31, 2007 and 2006 F-8
Notes to Financial Statements F-9 - F-17
Affirmation of Commodity Pool Operator F-18
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Providence Select Fund, Limited Partnership
Dover, Delaware
We have reviewed the accompanying statements of assets and liabilities of
PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP, as of March 31, 2007, and the
related statements of operations, changes in net assets and cash flows for the
three months ended March 31, 2007 and March 31, 2006. These financial
statements are the responsibility of the Fund's management.
We conducted our reviews in accordance with the standards of the Public
Company Accounting Oversight Board (United States). A review of interim
financial information consists principally of applying analytical procedures
and making inquiries of persons responsible for financial and accounting
matters. It is substantially less in scope than an audit conducted in
accordance with the standards of the Public Company Accounting Oversight Board
(United States), the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do not
express such an opinion.
Based on our reviews, we are not aware of any material modifications that
should be made to such interim financial statements for them to be in
conformity with accounting principles generally accepted in the United States
of America.
We have previously audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the statement of assets
and liabilities of PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP as of December
31, 2006 and the related statements of operations, changes in net assets and
cash flows for the year then ended (not presented herein); and in our report
dated August 20, 2007, we expressed an unqualified opinion on those financial
statements. In our opinion, the information set forth in the accompanying
statement of assets and liabilities as of December 31, 2006 is fairly stated,
in all material respects, in relation to the statement of assets and
liabilities from which it has been derived.
As discussed in Note 10 to the financial statements, the three months ended
March 31, 2007 and 2006 financial statements have been restated to correct a
misstatement.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
August 20, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
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Providence Select Fund, Limited Partnership
Statements of Assets and Liabilities
<table>
<s> <c> <c>
(Restated)
-------------
March 31, December 31,
2007 2006
(A Review)
Assets
Investments
Equity in commodity futures trading accounts:
Cash and cash equivalents $998,700 $-
Cash denominated in foreign currencies 17,580 -
Net unrealized gain on open futures contracts 15,554 -
Total brokerage cash equivalents and
investments 1,031,834 -
Cash 10,683 304
Interest Receivable 3,415 -
Subscriptions Receivable 25,000 -
Prepaid continuing service fee 28,872 -
Total assets 1,099,804 304
Liabilities
Accrued expenses 27,173 7,076
Advances due to related parties 273,745 256,746
Accrued management fee 1,750 -
Accrued commissions 3,488 -
Accrued incentive fees 6,622 -
Total Liabilities 312,778 263,822
Net assets $787,026 $(263,518)
Analysis of Net Assets
Limited partners $767,632 $(131,759)
General partner 19,394 (131,759)
Net assets (equivalent to $723.12 and
$(131,759.00) per unit) $787,026 $(263,518)
Partnership units outstanding
Limited partners units outstanding 1,061.56 1.00
General partner units outstanding 26.82 1.00
Total partnership units outstanding 1,088.38 2.00
</table>
The accompanying notes are an integral part of the financial statements
F-3
<page>
Providence Select Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c> <c>
Fair Value
Description Maturity Date Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets 998,700 $998,700 98.27%
Total cash denominated in U. S. Dollars 998,700 98.27%
Total cash and cash equivalents denominated in U.S. Dollars 998,700 98.27%
Cash denominated in foreign currency:
Euro Markets - Euro 6,455 8,629 0.85%
British Pound Markets - GBP 21 42 0.00%
Australian Dollar Markets - AUD 1,346 1,091 0.11%
Hong Kong Dollar Markets - HKD - - 0.00%
Japanese Yen Markets - JPY 920,000 7,818 0.77%
Total cash denominated in foreign currency 17,580 1.73%
Total investments $1,016,280 100%
</table>
The accompanying notes are an integral part of the financial statements
F-4
<page>
Providence Select Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Soybeans May 2007 2 1,425 $1,425
CBT T-Note 10Y June 2007 6 (5,094) (5,094)
CBOT Silver May 2007 1 2,570 2,570
CME Cattle June 2007 2 (2,760) (2,760)
LME Aluminum June 2007 2 4,488 4,488
IMM Australian Dollar June 2007 3 8,835 8,835
IMM British Pound June 2007 5 11,188 11,188
IMM Euro FX June 2007 3 6,750 6,750
Total United States Commodity Futures Positions 27,402 27,402
Japanese commodity futures positions held long:
SMX Nikkei June 2007 4 722,500 6,140
Total Japanese commodity futures positions held long 722,500 6,140
Euro commodity futures positions held long:
EURX E-Bund June 2007 3 (4,150) (5,548)
Total European commodity futures positions held long (4,150) (5,548)
British commodity futures positions held long:
LIF Long Gilt June 2007 1 (1,590) (3,130)
LIF 3M STG IR December 2007 8 (1,000) (1,969)
Total British commodity futures positions held long (2,590) (5,099)
Total commodity futures positions held long 22,895
United States commodity futures positions held short:
CBOT Corn July 2007 1 863 863
CSC Sugar 11 May 2007 3 1,590 1,590
CSC Coffee C July 2007 1 (75) (75)
NY Natural Gas May 2007 1 (3,890) (3,890)
NYM RBOB Gas May 2007 1 (837) (837)
NYC Cotton July 2007 4 (1,035) (1,035)
IMM Canadian Dollar June 2007 2 (2,700) (2,700)
IMM Japanese Yen June 2007 4 (125) (125)
Total United States commodity futures positions held short (6,209) (6,209)
Australian commodity futures positions held short:
SFE SPI 200 June 2007 1 (5,725) (4,640)
SFE 10Y T-Bond June 2007 4 4,024 3,261
Total Australian commodity futures positions held short (1,701) (1,379)
Euro commodity futures positions held short:
LIF 3M Euribor December 2007 12 2,925 3,910
MONEP CAC40 April 2007 1 (2,740) (3,663)
Total Euro commodity futures positions held short 185 247
Total commodity futures positions held short (7,341)
Net commodity futures positions $15,554
</table>
The accompanying notes are an integral part of the financial statements
F-5
<page>
Providence Select Fund, Limited Partnership
Statements of Operations
For the Three Months Ended March 31, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
(Restated)
----------------------------
Three Months Ended March 31,
2007 2006
Investment income
Interest income $3,415 $-
Total investment income 3,415 -
Expenses
Commission expense to affiliates 3,488 -
Commission expense to broker 713 -
Management fees 1,750 -
Continuing service fee 2,625 -
Incentive fees 6,622 -
Professional accounting and legal fees 55,371 9,518
Other operating and administrative expenses 1,238 14
Total expenses 71,807 9,532
Net investment (loss) (68,392) (9,532)
Realized and unrealized gain (loss) from investments
and foreign currency
Net realized gain (loss) from:
Investments (714) -
Foreign currency transactions 17,725 -
Net realized gains from investments and foreign
currency transactions 17,011 -
Net increase (decrease) in unrealized appreciation
(depreciation) from:
Investments 21,193 -
Translation of assets and liabilities in foreign
currencies (5,639) -
Net increase in unrealized appreciation from
investments and translation of assets and
liabilities in foreign currencies 15,554 -
Net gain on investments and foreign currency 32,565 -
Net decrease in net assets resulting from
operations $(35,827) $(9,532)
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
Providence Select Fund, Limited Partnership
Statement of Changes in Net Assets
For the Three Months Ended March 31, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
(Restated)
----------------------------
Three Months Ended March 31,
2007 2006
Increase (decrease) in net assets from operations
Net investment (loss) $(68,392) $(9,532)
Net realized gains from investments and foreign
currency transactions 17,011 -
Net increase in unrealized appreciation from
investments and translation of assets and
liabilities in foreign currencies 15,554 -
Net decrease in net assets resulting from
operations (35,827) (9,532)
Capital contributions from partners 1,086,371 -
Distributions to partners - -
Total increase (decrease) in net assets 1,050,544 (9,532)
Net assets at the beginning of the period (263,518) (123,990)
Net assets at the end of the period $787,026 $(133,522)
</table>
The accompanying notes are an integral part of the financial statements
F-7
<page>
Providence Select Fund, Limited Partnership
Statements of Cash Flows
For the Three Months Ended March 31, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
(Restated)
----------------------------
Three Months Ended March 31,
2007 2006
Cash Flows from Operating Activities
Net decrease in net assets resulting from operations $(35,827) $(9,532)
Adjustments to reconcile net income to net cash
provided by (used in) operating activities:
Changes in operating assets and liabilities:
Expenses financed by related parties - 9,518
Unrealized appreciation (depreciation) on
investments (15,554) -
(Increase) decrease in interest receivable (3,415) -
(Increase) decrease in subscriptions receivable (25,000) -
(Increase) decrease in prepaid continuing service
fee (28,872) -
Increase (decrease) in accrued commissions payable 3,488 -
Increase (decrease) in accrued management and
incentive fees 8,372 -
Increase (decrease) in accrued expenses 20,097 -
Net cash (used in) operating activities (76,711) (14)
Cash Flows from Financing Activities
Increase in cash advances from related parties 16,999 1,527
Proceeds from sale of units, net of sales commissions 1,086,371 -
Net cash provided by financing activities 1,103,370 1,527
Net increase in cash and cash equivalents 1,026,659 1,513
Cash at the beginning of the period 304 381
Cash at the end of the period $1,026,963 $1,894
Non-Cash Financing Activities
Reimbursable syndication costs paid by and
owed to related parties $- $9,518
</table>
The accompanying notes are an integral part of the financial statements
F-8
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
1. Nature of the Business
Providence Select Fund, Limited Partnership (the Fund) was formed on May 16,
2003 under the Delaware Uniform Limited Partnership Act. The Fund is engaged
in high risk, speculative and hedge trading of futures and forward contracts,
options on futures and forward contracts, and other instruments selected by
registered commodity trading advisors (CTA's). On March 2 ,2007, the Fund
commenced business after admission of 46 limited partners, with total
subscriptions of $1,088,370. The maximum offering is $50,000,000. White Oak
Financial Services, Inc. (White Oak) and Michael Pacult are the General
Partners and commodity pool operators (CPO's) of the Fund. The CTA is NuWave
Investment Corp., which has the authority to trade as much of the Fund's
equity as is allocated to it by the General Partner. The selling agent is
Futures Investment Company (FIC), which is controlled by Michael Pacult and
his wife.
The Partnership was in the development stage prior to March 2, 2007 and its
efforts until then were principally devoted to organizational activities.
2. Significant Accounting Polices
Regulation - The Fund is a registrant (effective September 12, 2005) with the
Securities and Exchange Commission (SEC) pursuant to the Securities Act of
1933 (the Act). The Fund is subject to the regulations of the SEC and the
reporting requirements of the Securities and Exchange Act of 1934. The Fund
and its General Partners are also subject to the regulations of the
Commodities Futures Trading Commission (CFTC), an agency of the U.S.
government which regulates most aspects of the commodity futures industry.
The General Partners are also subject to the rules of the National Futures
Association that regulate commodity pool operators and the requirements of
various commodity exchanges where the Fund executes transactions.
Additionally, the Fund is subject to the terms of the contracts it has entered
with the futures commission merchants and rules of the interbank market makers
through which the Fund trades.
Offering Expenses and Organizational Costs - Providence has incurred $263,811
and $225,566 in offering costs through March 31, 2007 and December 31, 2006
respectively. The Fund has agreed to reimburse White Oak and other affiliated
companies for all offering expenses incurred up to the commencement of
business, which was March 2, 2007 after the twelfth month following the
commencement of business. These reimbursement amounts are $273,745 as of
March 31, 2007 and $256,746 as of December 31, 2006. The commencement of
business was contingent upon the sale of at least $1,030,000 of partnership
interests. Organizational costs are expensed as incurred and are reimbursed.
All costs after the commencement of business are expensed as incurred by the
Fund. For financial reporting purposes in conformity with U.S. GAAP, on the
Fund's initial effective date, September 12, 2005, the Fund deducted the total
initial offering costs as of that date from Limited Partners' capital and
began expensing all offering costs. For all other purposes, including
determining the Net Asset Value per Unit for subscription and redemption
purposes, the Fund will not reimburse the offering costs until after the
twelfth month following the commencement of business. Consequently, as of
March 31, 2007 and December 31, 2006, the Net Asset Value and Net Asset Value
per Unit for financial reporting purposes and for all other purposes are as
follows:
March 31, 2007 December 31, 2006
Net Asset Value
Financial Reporting $787,026 $(263,518)
All Other Purposes $1,097,759 $2,000
Number of Units 1,088.38 2.00
Net Asset Value per Unit
Financial Reporting $723.12 $(131,759.00)
All Other Purposes $1,008.62 $1,000.00
Registration Costs - Costs incurred for the initial filings with Securities
and Exchange Commission, National Association of Securities Dealers, Inc. and
the states where the offering is expected to be made are included in the
offering expenses and , accordingly, are accounted for as described above
under "Offering Expenses and Organizational Costs".
F-9
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
2. Significant Accounting Polices, Continued
Revenue Recognition - Forward contracts, futures and other investments are
recorded on the trade date and are reflected in the statement of operations at
the difference between the original contract amount and the market value on
the last business day of the reporting period.
Market value of forward contracts, futures and other investments is based upon
exchange or other applicable closing quotations related to the specific
positions.
Interest income is recognized when it is earned.
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.
Income Taxes - The Fund is not required to provide a provision for income
taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers only money market funds to be cash equivalents. Net cash
provided by operating activities includes no cash payments for interest or
income taxes for the three months ending March 31, 2007 and 2006. There were
no cash equivalents as of March 31, 2007 and December 31, 2006.
Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation. Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated into
U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.
3. General Partner Duties
The responsibilities of the General Partner, include all aspects of the
management of the Fund. Specifically, they perform the duties of a commodity
pool operator as that term is defined in the Commodity Exchange Act, 7 USC 1,
et seq. They employ the commodity trading advisors to direct the trading and
investment activity of the Fund, which include, if appropriate, to suspend all
trading, to execute and to file all necessary legal documents, statements and
certificates of the Fund, to retain independent public accountants to audit
the Fund, to employ attorneys to represent the Fund, to review the brokerage
commission rates to determine reasonableness, to maintain the tax status of
the Fund as a limited partnership, to maintain a current list of the names,
addresses and numbers of units owned by each Limited Partner and to take such
other actions as deemed necessary or desirable to manage the business of the
Partnership.
The Corporate General Partner has contributed $27,050 in cash for deposit to
the capital of the Fund for a General Partnership interest in the Partnership.
F-10
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
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 in net unit value and give all limited partners the opportunity,
for fifteen days after such notice, to redeem partnership interests. No
trading shall commence until after the lapse of such fifteen day period.
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 Partner.
Federal Income Tax Allocations - 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 and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted or
rejected by the general partner within five business days. The investor also
has five business days to withdraw his subscription. Funds are deposited into
an interest bearing subscription account and are transferred to the Fund's
account on the first business day of the month after the subscription is
accepted. Interest earned on the subscription funds accrues to the account of
the investor.
Redemptions - A limited partner may request that any or all of his investment
be redeemed at the net asset value as of the end of a month. Unless this
requirement is waived, the written request must be received by the general
partner no less than ten days prior to a month end. Redemptions are generally
paid within twenty days of the effective month end. However, in various
circumstances due to liquidity, etc. the general partner may be unable to
comply with the request on a timely basis. There is a redemption fee
commencing from the date of purchase of units of 3% during the first four
months, 2% during the second four months, 1% during the third four months and
no redemption fee after the twelfth month.
F-11
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
5. Fees
The Fund is charged the following fees:
A monthly management fee is paid to the CTA based on the rate of trading
assigned by the CTA and approved by the General Partner of up to 2.5% (annual
rate) of the Fund's net assets allocated to the CTA to trade.
The Fund pays the Corporate General Partner a fixed brokerage commission of
6%, from which the Corporate General Partner pays the round turn commissions
to the futures commission merchant.
A quarterly incentive fee of 20% of "new trading profits" is paid to the CTA
and up to a 3% quarterly incentive fee is paid to the Corporate General
Partner. "New trading profits" includes all income earned by the CTA and
expense allocated to his activity. In the event that trading produces a loss
for the CTA, 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 the CTA to be paid an incentive fee during a quarter or a year
when the Fund experienced a loss.
The Fund pays the selling agents a 3% continuing service fee based on the
initial investment the first year. Each year thereafter, for so long as the
investment remains in the Fund, the Fund pays this fee at 1/4% monthly based
on the net asset value of the investment.
The General Partner has reserved the right to change the management fee and
the incentive fee at its sole discretion. The total incentive fees may be
increased to 27% if the management fee is eliminated. The Fund may also
increase the management fees paid to the CTA and general partner to 6% of
total net assets if the total incentive fees are decreased to 15%.
6. Related Party Transactions
Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. In the normal course of business, the
Fund has provided general indemnifications to the General Partner, its CTA and
others when they act, in good faith, in the best interests of the Fund. The
Fund is unable to develop an estimate for future payments resulting from
hypothetical claims, but expects the risk of having to make any payments under
these indemnifications to be remote.
F-12
<page>
Providence Select Fund, Limited Partnership
(A Development Stage Enterprise)
Three Months Ended March 31, 2007 and 2006
(A Review)
6. Related Party Transactions, Continued
The Fund has received advances from four related parties: White Oak Financial
Services, Inc., general partner of Providence Select Fund, LP, Ashley Capital
Management, Inc., Futures Investment Company, the introducing broker and
Michael Pacult, president of Futures Investment Company, White Oak Financial
Services, Inc. and Ashley Capital Management, Inc. The Fund has the following
advances due to related parties at March 31, 2007 and December 31, 2006:
March 31, December 31,
2007 2006
Futures Investment Company $81,105 $64,106
Ashley Capital Management, Inc. 62,355 62,355
Michael Pacult 46,650 46,650
White Oak Financial Services, Inc. 83,635 83,635
Total advances due to related parties $273,745 $256,746
These advances are to help pay for various costs, including operating and
start-up costs, and are recorded as due to related party. The balance will be
paid back after the twelfth month following the commencement of business.
These amounts bear no interest or due dates and are unsecured.
7. Partnership Unit Transactions
As of March 31, 2007 and 2006 partnership units were valued at $723.12 and
$(66,761.00), respectively.
Transactions in partnership units were as follows:
<table>
<s> <c> <c> <c> <c>
(Restated)
--------------------------------------------------------
Units Amount
2007 2006 2007 2006
Limited Partner Units
Subscriptions 1,060.56 - $1,061,551 $-
Redemptions - - - -
Net income for the quarter ended 3/31 - - (34,944) (4,766)
Offering costs - - (127,216) -
Total 1,060.56 - 899,391 (4,766)
General Partner Units
Subscriptions 25.82 - 24,820 -
Redemptions - - - -
Net income for the quarter ended 3/31 - - (883) (4,766)
Offering costs - - 127,216 -
Total 25.82 - 151,153 (4,766)
Total Units
Subscriptions 1,086.38 - 1,086,371 -
Redemptions - - - -
Net income for the quarter ended 3/31 - - (35,827) (9,532)
Offering costs - - - -
Total 1,086.38 - $1,050,544 $(9,532)
</table>
F-13
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
8. Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. The Fund is exposed
to both market risk, the risk arising from changes in market value of the
contracts, and credit risk, the risk of failure by
another party to perform according to the terms of a contract.
A certain portion of cash in trading accounts are pledged as collateral for
commodities trading on margin. Additional
deposits may be necessary for any loss on contract value. The Commodity
Exchange Act requires a broker to
segregate all customer transactions and assets from such broker's proprietary
activities.
Each U.S. commodity exchange, with the approval of the CFTC and the futures
commission merchant, establish minimum margin requirements for each traded
contract. The futures commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general, the
amount of required margin should never fall below 10% of the Net Asset Value.
The cash deposited in trading accounts at March 31, 2007 was $998,700, which
equals approximately 126.9% of Net Asset Value. Cash exceeded Net Asset Value
because of accrued expenses and partner redemptions at March 31, 2007. Cash
payments for these expenses are expected to be made prior to the end of the
next fiscal quarter.
Trading in futures contracts involves entering into contractual commitments to
purchase or sell a particular commodity at a specified date and price. The
gross or face amount of the contract, which is typically many times that of
the Fund's net assets being traded, significantly exceeds the Fund's future
cash requirements since the Fund intends to close out its open positions prior
to settlement. As a result, the Fund is generally subject only to the risk of
loss arising from the change in the value of the contracts. The market risk is
limited to the gross or face amount of the contracts held of approximately
$4,603,513 on long positions at March 31, 2007. However, when the Fund enters
into a contractual commitment to sell commodities, it must make delivery of
the underlying commodity at the contract price and then repurchase the
contract at prevailing market prices or settle in cash. Since the repurchase
price to which a commodity can rise is unlimited, entering into commitments to
sell commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification
effects among the derivative instruments the Fund holds and the liquidity and
inherent volatility of the markets in which the Fund trades.
The net unrealized gains on open commodity futures contracts at March 31, 2007
were $15,554.
Open contracts generally mature within three months of March 31, 2007. The
latest maturity for open futures contracts is in December, 2007. However, the
Fund intends to close all contracts prior to maturity.
Credit risk is the possibility that a loss may occur due to the failure of a
counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
F-14
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
9. Concentrations
The Fund maintains all of its initial subscription deposits with a commercial
financial institution. In the event of the financial institution's
insolvency, recovery of Fund deposits may be limited to account insurance or
other protection afforded deposits by the institution.
10. Restatement and Correction of an Error
We have restated our financial statements and other financial information
contained in our Quarterly Report on Form 10-Q, as amended, for the periods
ended March 31, 2007 and March 31, 2006 to correct our accounting for the
treatment of offering and organizational costs. The accompanying financial
statements were restated only to reflect the adjustments described below and
do not modify or update disclosures that have been affected by subsequent
events. Accordingly, these financials should be read in conjunction with our
filings made with the SEC.
The SEC has requested revision of the Registrant's financial statements to
expense reimbursable organizational costs in accordance with SOP 98-5 and
reflect reimbursable offering costs as a reduction to partnership capital as
of the initial effective date of the offering, September 12, 2005. Upon
completion of our investigation and analysis of this request, on August 2,
2007, our management concluded that we would amend our previously filed Annual
Report on Form 10-K for the year ended December 31, 2006 and our previously
filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 to
comply with the request of the SEC. The Audit Committee of our Board of
Directors, composed of the sole director, owner and principal of the corporate
general partner, Mr. Michael Pacult, who is also the individual general
partner, ratified the decision to amend our previously filed reports on August
2, 2007. These changes are for financial reporting purposes only. For all
other purposes, including determining the Net Asset Value per Unit for
subscription and redemption purposes, the Fund will not reimburse the offering
costs until after the twelfth month following the commencement of business.
Accordingly, we do not believe the change is material to the limited partners
of the Fund.
We are restating our previously issued financial statements in accordance with
the guidance provided in SFAS 154, Accounting Changes and Error Corrections.
The following table sets forth the effects of the restatement on certain line
items within our previously reported financial statements:
F-15
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
10. Restatement and Correction of an Error, con't.
<table>
<s> <c> <c> <c> <c> <c> <c>
Three Months Ended March 31, 2007 Three Months Ended March 31, 2006
As previously As previously
reported Adjustments Restated reported Adjustments Restated
Statement of Assets and Liabilities
Assets:
Cash and cash equivalents $998,700 $- $998,700
Cash denominated in foreign currencies 17,580 - 17,580
Net unrealized gain on open futures contracts 15,554 - 15,554
Total brokerage cash and cash equivalents 1,031,834 - 1,031,834
Cash 10,683 - 10,683
Interest receivable 3,415 - 3,415
Reimbursable syndication costs $299,135 $(299,135) $-
Subscriptions receivable 25,000 - 25,000
Prepaid continuing service fee 28,872 - 28,872
Prepaid operating costs and other - - -
Total assets 1,398,939 (299,135) 1,099,804
Liabilities:
Accrued expenses 10,103 17,070 27,173
Advances to related parties 273,744 1 273,745
Due to outside parties 5,473 (5,473) -
Accrued management fee 1,750 - 1,750
Accrued commissions 3,488 - 3,488
Accrued incentive fees 6,622 - 6,622
Total liabilities 301,180 11,598 312,778
Analysis of Net Assets:
Limited partners 1,070,709 (303,077) 767,632
General partners 27,050 (7,656) 19,394
Total net assets 1,097,759 (310,733) 787,026
NAV Per Unit 1,008.62 (285.50) 723.12
Statement of Operations
Commissions expense to broker - 713 713 $- $- $-
Professional accounting and legal fees 6,200 49,171 55,371 - 9,518 9,518
Other operating and administrative expenses 5,906 (4,668) 1,238 - 14 14
Total expenses 26,591 45,216 71,807 - 9,532 9,532
Net investment loss (23,176) (45,216) (68,392) - (9,532) (9,532)
Net increase in net assets from operations (35,827) 51,381 15,554 - (9,532) (9,532)
Net income per unit 9 (17,922) (17,914) - (4,766) (4,766)
Statement of Changes in Net Assets
Increases (decreases) in net assets from
operations:
Net investment (loss) (23,176) (45,216) (68,392) - (9,531) (9,531)
Net increase (decrease) in net assets resulting
from operations 9,389 (45,216) (35,827) - (9,532) (9,532)
Total increase in net assets 1,095,759 (45,215) 1,050,544 - (9,532) (9,532)
Net assets at the beginning of the year 2,000 (265,518) (263,518) 2,000 (125,990) (123,990)
Net assets at the end of the year 1,097,759 (310,733) 787,026 2,000 (135,522) (133,522)
Statement of Cash Flows
Net increase (decrease) in net assets resulting
from operations 9,389 (45,216) (35,827) - (9,532) (9,532)
Changes in operating assets and liabilities:
Expenses financed by related parties - - - - 9,518 9,518
(Increase) in reimbursable syndication costs (37,574) 37,574 - - - -
(Increase) decrease in prepaid operating
expense 3,956 (3,956) - (14) 14 -
Increase (decrease) in accrued expenses 3,027 17,070 20,097 - - -
Net cash used in operating activities (82,183) 5,472 (76,711) (14) - (14)
Cash flows from financing activities:
Increase in advances from third parties 5,473 (5,473) - - - -
Net cash provided by financing activities $1,108,842 $(5,472) $1,103,370 $1,527 $- $1,527
</table>
F-16
<page>
Providence Select Fund, Limited Partnership
Three Months Ended March 31, 2007 and 2006
(A Review)
11. Financial Highlights
(Restated)
--------------------------
Three Months Ended
March 31,
2007 2006
Performance per Unit (5)
Net unit value, beginning of period $(131,759.00) $(61,995.00)
Reallocation of initial offering costs 132,613.07 -
Net realized and unrealized gains/
losses on commodity transactions 119.03 -
Investment and other income 12.48 -
Expenses (1) (262.46) (4,766.00)
Net increase (decrease) for the period 132,482.12 (4,766.00)
Net unit value, end of period $723.12 $(66,761.00)
Net assets, end of period (000) 787 (134)
Total return (3) -22.85% -7.69%
Ratio to average net assets (4)
Investment and other income -128.30% 0.00%
Expenses (2) 2,539.91% 29.61%
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not annualized
(4) Annualized for all periods
(5) Investment and other income and expenses is calculated using average
number of units (limited and general) outstanding during the year.
Reallocation of initial offering costs is a balancing amount necessary to
reconcile the change in net unit value.
F-17
<page>
Providence Select Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Three Months Ended March 31, 2007 and 2006
(A Review)
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult August 23, 2007
Michael Pacult Date
President, White Oak Financial Services, Inc.
General Partner
Providence Select Fund, Limited Partnership
F-18
<page>