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 June 30, 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 (the "Amendment") to its second
quarter report on Form 10-Q for the period ended June 30, 2007, originally
filed August 20, 2007 (the "Quarterly Report"), for the purpose of making the
following changes:
1. Identification of those columns that contain restated financial
information in the financial statements of the Quarterly Report.
Specifically, the word "Restated" has been added to the following locations:
* Page F-6, above the columns labeled "Three Months Ended June 30, 2006"
and "Six Months Ended June 30, 2006"
* Page F-7, above the column labeled "Six Months Ended June 30, 2006"
* Page F-8, above the column labeled "Six Months Ended June 30, 2006"
2. Removal of "Statements and Liabilities" and line items thereunder from
Page F-16, Note 10 "Restatement and Correction of an Error, cont'd." because
there were no such restatements in any of the periods presented.
3. Addition to Page F-17, Note 11 "Financial Highlights" of two columns to
disclose the "Three Months Ended June 30, 2007 and 2006" comparative financial
information.
4. Restatement of Item 2 MD&A under "Results of Operations" to disclose the
restated results of the comparative period from the prior year 2006.
The Registrant is also including as exhibits to this Amendment the
certifications required pursuant to Sections 302 and 906 of the Sarbanes-Oxley
Act of 2002. Except as described above, this Amendment does not modify or
update the Registrant's previously reported financial statements and other
disclosures in, or exhibits to, the Quarterly Report.
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The reviewed financial statements for the Registrant for the six months ended
June 30, 2007 are attached hereto and made a part hereof. The statements have
been revised as disclosed in the Explanatory Note, above.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The following section is being restated in its entirety. No other sections of
Item 2 have changed.
Results of Operations
The Fund results after payment and accrual of expenses for the first six
months of 2007, for financial reporting purposes, was a loss of $9,264 ($4.82
per Unit), and for all other purposes, including subscriptions and
redemptions, was a profit of $39,590 ($20.64 per Unit). The Fund has restated
its results after payment and accrual of expenses for the first six months of
2006, for financial reporting purposes, which was a loss of $46,958 ($23,479
per Unit), and for all other purposes, including subscriptions and
redemptions, which was a loss of $0 ($0 per Unit). In its second 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.
2
<page>
Items 3-5.
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 June 30, 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
3
<page>
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 June 30, 2007 and
December 31, 2006 F-3
Schedule of Investments - Cash and Securities - June 30, 2007
F-4
Schedules of Investments - Futures Contracts - June 30, 2007 F-5
Statements of Operations for the Three Months Ended June 30, 2007
and 2006 F-6
Statements of Changes in Net Assets for the Three Months Ended
June 30, 2007 and 2006 F-7
Statements of Cash Flows for the Three Months Ended June 30, 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 June 30, 2007, and the
related statements of operations, changes in net assets and cash flows for the
three months ended June 30, 2007. 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.
The financial statements of PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP for
the Three and Six Months Ended June 30, 2006 were reviewed by other
accountants whose report dated May 15, 2006 stated that they were 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 March 27, 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.
/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
<page>
Providence Select Fund, Limited Partnership
Statements of Assets and Liabilities
<table>
<s> <c> <c>
June 30, December 31,
2007 2006
(A Review)
Assets
Investments
Equity in commodity futures trading accounts:
Cash and cash equivalents $1,770,264 $-
Cash denominated in foreign currencies 93,879 -
Net unrealized gain on open futures contracts 32,135 -
Total brokerage cash equivalents and investments 1,896,278 -
Cash 56,967 304
Interest Receivable 5,500 -
Prepaid continuing service fee 42,195 -
Total assets 2,000,940 304
Liabilities
Accrued expenses 5,671 7,076
Advances due to related parties 273,745 256,746
Due to outside parties 25,364 -
Accrued management fee 9,003 -
Accrued commissions 15,818 -
Accrued incentive fees 20,228 -
Total Liabilities 349,829 263,822
Net assets $1,651,111 $(263,518)
Analysis of Net Assets
Limited partners $1,627,829 $(131,759)
General partner 23,282 (131,759)
Net assets (equivalent to $860.77
and $(131,759) per unit) $1,651,111 $(263,518)
Partnership units outstanding
Limited partners units outstanding 1,891.12 1.00
General partner units outstanding 27.05 1.00
Total partnership units outstanding 1,918.17 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
June 30, 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 1,770,264 $1,770,264 94.96%
Total cash denominated in U. S. Dollars 1,770,264 94.96%
Total cash and cash equivalents
denominated in U.S. Dollars 1,770,264 94.96%
Cash denominated in foreign currency:
Euro Markets - Euro 15,206 20,584 1.10%
British Pound Markets - GBP 9,690 19,458 1.04%
Australian Dollar Markets - AUD 40,255 34,140 1.83%
Hong Kong Dollar Markets - HKD - - 0.00%
Japanese Yen Markets - JPY 2,425,000 19,697 1.06%
Total cash denominated in foreign currency 93,879 5.03%
Total investments $1,864,143 100%
</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
June 30, 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 Corn Dec 2007 3 (3,900) $(3,900)
CBOT Soybeans Nov 2007 4 900 900
CBOT Wheat Sep 2007 1 (1,363) (1,363)
NYM RBOB GAS Aug 2007 1 1,589 1,589
LME Aluminum Aug 2007 2 (3,796) (3,796)
NYC Cotton Dec 2007 1 2,145 2,145
IMM AUST DLR Sep 2007 3 1,890 1,890
IMM B-POUNDS Sep 2007 5 9,469 9,469
IMM EURO FX Sep 2007 1 1,131 1,131
Total United States Commodity Futures Positions 8,065 8,065
Japanese commodity futures positions held long:
SMX Nikkei Sep 2007 5 287,500 2,335
Total Japanese commodity futures positions held long 287,500 2,335
Euro commodity futures positions held long:
LIF 3M EURIBOR Mar 2008 3 75 102
Total European commodity futures positions held long 75 102
British commodity futures positions held long:
LIF Long Gilt Sep 2007 2 3,980 7,992
LIF 3M STG IR Mar 2008 13 (175) (351)
Total British commodity futures positions held long 3,805 7,641
Total commodity futures positions held long 18,143
United States commodity futures positions held short:
CME Cattle Aug 2007 3 (1,080) (1,080)
CMX Gold Aug 2007 1 470 470
CSC Sugar Oct 2007 5 (1,781) (1,781)
CSC Coffee Sep 2007 2 2,588 2,588
NY Natural Gas Aug 2007 2 8,630 8,630
IMM EURO DLR Mar 2008 8 (1,500) (1,500)
EMINI S&P 500 Sep 2007 2 (1,170) (1,170)
IMM Japanese Yen Sep 2007 4 8,050 8,050
Total United States commodity futures positions held short 14,207 14,207
Australian commodity futures positions held short:
SFE 10Y T-Bond Sep 2007 6 873 740
Total Australian commodity futures positions held short 873 740
Euro commodity futures positions held short:
EURX E-BUND Sep 2007 2 1,650 2,234
MONEP CAC40 Jul 2007 3 (2,355) (3,188)
Total Euro commodity futures positions held short (705) (954)
Total commodity futures positions held short 13,993
Net commodity futures positions $32,135
</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 Six Months Ended June 30, 2007 and 2006
(A Review)
<table>
<s> <c> <c> <c> <c>
(Restated) (Restated)
---------------- ----------------
Three Months Ended June 30, Six Months Ended June 30,
2007 2006 2007 2006
Investment income
Interest income $13,674 $- $17,089 $-
Total investment income 13,674 - 17,089 -
Expenses
Commission expense to affiliates 20,783 - 24,271 -
Commission expense to broker - - 713 -
Management fees 9,003 - 10,753 -
Continuing service fee 11,764 - 14,389 -
Incentive fees 20,229 - 26,851 -
Professional accounting and legal fees 23,499 37,365 78,870 46,883
Other operating and administrative expenses 3,323 61 4,561 75
Total expenses 88,601 37,426 160,408 46,958
Net investment (loss) (74,927) (37,426) (143,319) (46,958)
Realized and unrealized gain (loss) from investments
and foreign currency
Net realized gain (loss) from:
Investments 46,010 - 45,296 -
Foreign currency transactions 38,899 - 56,624 -
Net realized gains from investments and foreign
currency transactions 84,909 - 101,920 -
Net increase (decrease) in unrealized appreciation
(depreciation) from:
Investments 1,078 - 22,271 -
Translation of assets and liabilities in foreign
currencies 15,503 - 9,864 -
Net increase in unrealized appreciation from
investments and translation of assets and
liabilities in foreign currencies 16,581 - 32,135 -
Net gain on investments and foreign currency 101,490 - 134,055 -
Net increase (decrease) in net assets resulting
from operations $26,563 $(37,426) $(9,264) $(46,958)
</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 Six Months Ended June 30, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
(Restated)
--------------
Six Months Ended June 30,
2007 2006
Increase (decrease) in net assets from operations:
Net investment (loss) $(143,319) $(46,958)
Net realized gains from investments and foreign currency transactions 101,920 -
Net increase in unrealized appreciation from investments and
translation of assets and liabilities in foreign currencies 32,135 -
Net decrease in net assets resulting from operations (9,264) (46,958)
Capital contributions from partners 1,923,893 -
Distributions to partners - -
Initial offering costs - -
Total increase (decrease) in net assets 1,914,629 (46,958)
Net assets at the beginning of the period (263,518) (123,990)
Net assets at the end of the period $1,651,111 $(170,948)
</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 Six Months Ended June 30, 2007 and 2006
(A Review)
<table>
<s> <c> <c>
(Restated)
--------------
Six Months Ended June 30,
2007 2006
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations $(9,264) $(46,958)
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 - 46,833
Unrealized appreciation (depreciation) on investments (32,135) -
(Increase) in interest receivable (5,500) -
(Increase) in prepaid continuing service fee (42,195) -
Increase (decrease) in accrued commissions payable 15,818 -
Increase (decrease) in accrued management and incentive fees 29,231 -
(Decrease) in accrued expenses (1,405) -
Net cash (used in) operating activities (45,450) (125)
Cash Flows from Financing Activities
Increase in cash advances from related parties 16,999 212
Increase in advances from third parties 25,364 -
Proceeds from sale of units, net of sales commissions 1,923,893 -
Net cash provided by financing activities 1,966,256 212
Net increase in cash and cash equivalents 1,920,806 87
Cash at the beginning of the period 304 381
Cash at the end of the period $1,921,110 $468
Non-Cash Financing Activities
Reimbursable syndication costs paid by and owed to related parties $- $46,833
</table>
The accompanying notes are an integral part of the financial statements
F-8
<page>
Providence Select Fund, Limited Partnership
Six Months Ended June 30, 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 $273,156
and $225,566 in offering costs through June 30, 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 June
30, 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 June 30, 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:
June 30, 2007 December 31, 2006
Net Asset Value
Financial Reporting $1,651,111 $(263,518)
All Other Purposes $1,971,188 $2,000
Number of Units 1,918.17 2.00
Net Asset Value per Unit
Financial Reporting $860.77 $(131,759.00)
All Other Purposes $1,027.64 $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
Six Months Ended June 30, 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 June 30, 2007 and 2006. There were
no cash equivalents as of June 30, 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
Six Months Ended June 30, 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
Six Months Ended June 30, 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
Six Months Ended June 30, 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 June 30, 2007 and December 31, 2006:
June 30, 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 June 30, 2007 and 2006 partnership units were valued at $860.77 and
$(85,474), respectively.
Transactions in partnership units were as follows:
Units Amount
2007 2006 2007 2006
Limited Partner Units
Subscriptions 1,890.12 - $1,898,843 $-
Redemptions - - - -
Net income for the six months
ended 6/30 - - (9,134) (23,479)
Offering costs - - (127,216) -
Total 1,890.12 - 1,762,493 (23,479)
General Partner Units
Subscriptions 26.05 - 25,050 -
Redemptions - - - -
Net income for the six months
ended 6/30 - - (130) (23,479)
Offering costs - - 127,216 -
Total 26.05 - 152,136 (23,479)
Total Units
Subscriptions 1,916.17 - 1,923,893 -
Redemptions - - - -
Net income for the six months
ended 6/30 - - (9,264) (46,958)
Offering costs - - - -
Total 1,916.17 - $1,914,629 $(46,958)
F-13
<page>
Providence Select Fund, Limited Partnership
Six Months Ended June 30, 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 June 30, 2007 was $1,770,264, which
equals approximately 107.2% of Net Asset Value. Cash exceeded Net Asset Value
because of accrued expenses and partner redemptions at June 30, 2007. Cash
payments for these expenses are expected to be made prior to the end of the
next 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
$1,683,126 on long positions at June 30, 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 June 30, 2007
were $32,135.
Open contracts generally mature within three months of June 30, 2007. The
latest maturity for open futures contracts is in March, 2008. 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
Six Months Ended June 30, 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 period
ended June 30, 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.
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
Six Months Ended June 30, 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 June 30, 2006 Six Months Ended June 30, 2006
As previously Adustments Restated As previously Adustments Restated
reported reported
Statement of Operations
Professional accounting and
legal fees $- $37,365 $37,365 $- $46,883 $46,883
Other operating and administrative
expenses - 61 61 - 75 75
Total expenses - 37,426 37,426 - 46,958 46,958
Net investment loss - (37,426) (37,426) - (46,958) (46,958)
Net increase in net assets from
operations - (37,426) (37,426) - (46,958) (46,958)
Net income per unit $- $(18,713.00) $(18,713.00) - (23,479.00) (23,479.00)
Statement of Changes in Net Assets
Increases (decreases) in net assets
from operations:
Net investment (loss) - (46,958) (46,958)
Net increase (decrease) in net assets
resulting from operations - (46,958) (46,958)
Total increase in net assets - (46,958) (46,958)
Net assets at the beginning of the year 2,000 (125,990) (123,990)
Net assets at the end of the year 2,000 (172,948) (170,948)
Statement of Cash Flows
Net increase (decrease) in net assets
resulting from operations - 87 87
Changes in operating assets and
liabilities:
(Increase) in reimbursable
syndication costs 162 (162) -
(Increase) decrease in prepaid
operating expense (75) 75 -
Cash flows from financing activities:
Net cash provided by financing activities 1,527 (1,527) -
Reimbursable syndication costs paid
by and owed to related parties $46,883 $162 $47,045
</table>
F-16
<page>
Providence Select Fund, Limited Partnership
Six Months Ended June 30, 2007 and 2006
(A Review)
11. Financial Highlights
<table>
<s> <c> <c> <c> <c>
Three Months Ended Six Months Ended
June 30, June 30,
2007 2006 2007 2006
Performance per Unit (5)
Net unit value, beginning of period $723.12 $(66,761.00) $(131,759.00) $(61,995.00)
Reallocation of initial offering costs - - 132,630.76 -
Net realized and unrealized gains/
losses on commodity transactions 226.50 - 158.96 -
Investment and other income 16.21 - 20.26 -
Expenses (1) (105.06) (18,713.00) (190.20) (23,479.00)
Net increase (decrease) for the period 137.65 (18,713.00) 132,619.77 (23,479.00)
Net unit value, end of period $860.77 $(85,474.00) $860.77 $(85,474.00)
Net assets, end of period (000) 1,651 (171) 1,651 (171)
Total return (3) 2.25% 24.58% -3,727.27% -37.87%
Ratio to average net assets (4)
Investment and other income 4.63% 0.00% 5.52% 0.00%
Expenses (2) -5.74% 98.34% -11.00% 0.00%
</table>
(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 Six Months Ended June 30, 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
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