AMENDMENT No. 2 to FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
EXCHANGE ACT OF 1934
For the year ended 12-31-2006
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 333-119655
TRIVIEW GLOBAL FUND, LLC
(Exact name of registrant as specified in its charter)
Delaware 20-1689686
State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (800) 331-1532
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Membership Interest
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]
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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Sec. 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. [ ]
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]
State the aggregate market value of the voting and non-voting common equity
held by non-affiliates computed by reference to the price at which the common
equity was last sold, or the average bid and asked price of such common
equity, as of the last business day of the registrant's most recently
completed second fiscal quarter.:
None. There is no market for the Units of Membership Interests and none is
expected to develop. This is a commodity pool. The Units are registered to
permit the initial sale of Units at month end net asset value.
<page>
EXPLANATORY NOTE
The Registrant is filing this Amendment No. 2 (the "Amendment") to its annual
report on Form 10-K for the year ended 2006, originally filed April 3, 2007,
as amended July 3, 2007 (the "Annual Report"), to restate the Annual Report in
its entirety. On August 2, 2007, Michael Pacult, as sole officer and director
of the corporate Managing Member and as the sole individual Managing Member 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 2006 and prior years financial statements are being restated
in this Amendment, and the quarterly financial statements as of March 31, 2007
are being restated in an amendment to the 2007 First Quarter 10-Q, 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 Fund 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,
November 3, 2005, the Fund deducted the total initial offering costs as of
that date from Members' 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.
The Registrant previously amended its Annual Report to reflect changes in its
financial statements and to report an update to its financial controls and
procedures. This Amendment replaces the Annual Report for the year ended
December 31, 2006, as previously amended, in its entirety, including exhibits;
however, it does not update the disclosures as of a date later than the report
period, unless otherwise noted.
Documents Incorporated by Reference
Registration Statement on Form S-1 and all amendments thereto filed with the
United States Securities and Exchange Commission at Registration No. 333-
119655 are incorporated by reference to Parts I, II, III, and IV.
PART I
Item 1. Business
On November 3, 2005, the registration statement filed by TriView Global Fund,
LLC, (the "Fund") with the Securities and Exchange Commission (the "SEC"),
which incorporated the disclosure document filed with the Commodity Futures
Trading Commission (the "CFTC") was declared effective. The Fund intends to
sell the membership interests at the initial price of $1,000 per Unit in the
face amount of $50,000,000 that it has registered. . The $1,000 per Unit
value is for initial subscription and redemption purposes only, and a separate
per Unit value is calculated for financial reporting purposes and on the close
of the last business day of the month. As of December 31, 2006, no sales were
made and the Fund had not commenced business. At some time in the future, the
Fund will, pursuant to the terms of the Operating Agreement, engage in the
business of speculative and high risk trading of commodity futures and options
markets through the services of one or more commodity trading advisors ("CTA")
as that term is defined in the Commodity Exchange Act. The Managing Member,
in its sole discretion, selects the CTA and the amount of equity assigned to
the CTAs, from time to time.
By post effective amendments to its registration statement filed February 8,
2006 and February 24, 2006, which became effective March 7, 2006, the Fund
updated the financial and performance information in its prospectus along with
the Statement of Additional Information in Part II of the prospectus. By post
effective amendments to its registration statement filed June 2, 2006 and June
30, 2006, which became effective July 20, 2006, the Fund (1) raised the
minimum sale of Units necessary to commence business from $900,000 to
$2,060,000, (2) replaced Forecast Trading Group, LLC and Adobe Asset
2
<page>
Management, LLC with Spectrum Asset Management LLC as CTA, (3) changed the
compensation to the CTA's to a 2% annual management fee and 20% incentive fee,
and (4) changed the incentive fee to the corporate Managing Member to 3%. By
Form 8-K filed October 26, 2006, as amended November 2, 2006, which is
incorporated herein by reference, the Fund disclosed the change of auditor
from Frank L. Sassetti & Co. 6611 W. North Avenue, Oak Park, Illinois 60302-
1043, to the CPA firm of Jordan, Patke & Associates, Ltd., 300 Village Green
Drive Ste 210, Lincolnshire, IL 60069. There were no adverse events that
motivated the change in bookkeepers or auditors.
Once the minimum has been sold, the Fund will commence trading. Once trading
commences, the trades for the Fund will be selected and placed with the
futures commission merchant ("FCM"), i.e., clearing broker, for the account of
the Fund by one or more CTAs selected, from time to time, by the Managing
Member of the Fund. The Fund has engaged two CTAs to trade the Fund account,
NuWave Investment Corp., 1099 Mt Kemble Ave, Morristown NJ 07960 and Spectrum
Asset Management LLC, 141 W. Jackson Blvd., Suite 1692, Chicago, IL 60604.
The books and records of the trades placed by the CTAs in the Fund's trading
accounts are kept and available for inspection by the Members at the office of
Investor Services, 500 Park Avenue #114, Lake Villa, IL 60046. NuWave and
Spectrum will be paid an annual management fee of one half percent (1/2%) of
the equity assigned to it them to manage, calculate separately, plus an
incentive fee of twenty percent (20%) of New Net Profit earned from the trades
on the equity, payable quarterly. The Fund Operating Agreement is included as
Appendix A to the Prospectus delivered to the prospective investors and filed
as part of the Registration Statement. The Operating Agreement defines the
terms of operation of the Fund and is incorporated herein by reference.
None of the purchasers of Units of Membership Interest has a voice in the
management of the Fund. Reports of the Net Asset Value of the Fund are sent
to all Members at the end of each month.
TriView Capital Management, Inc., the corporate Managing Member and commodity
pool operator, provides all clearing costs, including pit brokerage fees,
which include floor brokerage, NFA and exchange fees for domestic trades for a
half of one percent (1/2%) of the total value of the Fund available for
trading in the Fund's account at the FCM per month [six percent (6%) per
year]. TriView Capital also receives an incentive fee of 3% of New Net Profit
as that term is defined in the prospectus. The independent FCM is selected by
the Managing Member to hold the Fund's trading equity and place the trades as
directed by the CTAs pursuant to a power of attorney and advisory agreement
granted by the Fund. The CTA agreements are terminable at the will of the
parties. The Selling Agents receive a three percent (3%) continuing service
fee of the initial investment the first year. Each month thereafter, for so
long as the investment remains in the Fund, the Fund pays this fee at one
quarter percent (1/4%) based on the net asset value of the investment.
The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act. Once the Units are issued, the operation of the Fund is subject
to regulation pursuant to the Securities and Exchange Act of 1934 and the
Commodity Exchange Act. The U.S. Securities and Exchange Commission and the
Securities Commissions and securities acts of the several States where its
Units are offered and sold have jurisdiction over the operation of the Fund.
The National Futures Association has jurisdiction over the operation of the
Managing Member and the Commodity Trading Advisors. This regulatory structure
is not intended, nor does it, protect investors from the risks inherent in the
trading of futures and options.
Item 1A. Risk Factors
The trading of futures, options on futures and other commodities related
investments is highly speculative and risky. You should make an investment in
the Fund only after consulting with independent, qualified sources of
investment and tax advice and only if your financial condition will permit you
to bear the risk of a total loss of your investment. You should consider an
investment in the Units only as a long-term investment. Moreover, to evaluate
the risks of this investment properly, you must familiarize yourself with the
relevant terms and concepts relating to commodities trading and the regulation
of commodities trading, which are discussed in the Risk Factors section of the
Prospectus, which is incorporated herein by reference.
You should carefully consider all the information we have included or
incorporated by reference in this Amendment and our subsequent periodic
filings with the SEC. In particular, you should carefully consider the risk
factors described above and read the risks and uncertainties as set forth in
3
<page>
the "Management's Discussion and Analysis of Financial Condition and Results
of Operations" Section of this Amendment. Any of the heretofore mentioned
risks and uncertainties could materially adversely affect the Fund, its
trading activities, operating results, financial condition and Net Asset Value
and therefore could negatively impact the value of your investment. You should
not invest in the Units unless you can afford to lose all of your investment.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Registrant maintains up to 3% of its assets at a commercial bank and the
balance is on deposit and available as margin to secure trading in futures and
other commodities related products in a Fund account at the FCM selected by
the Managing Member. Any FCM selected by the Managing Member must be
registered with the National Futures Association pursuant to the Federal
Commodity Exchange Act as a commodity FCM. The trading of futures, options on
futures and other commodities is highly speculative and the Fund has an
unlimited risk of loss, including the pledge of all of its assets, to the
trades made on its behalf by the CTAs in the commodity markets.
Item 3. 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 Managing Member,
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 Report, 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
Report 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. The Receiver and MFG are in
active settlement discussions in an attempt to resolve the matter before
trial. Further, the outcome of the Litigation should not materially affect
MFG 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 MFG's relationship to PAAF. To date, the CFTC has not brought any
action against the MFG.
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.
4
<page>
Item 4. Submission of Matters to a Vote of Security Holders
The Managing Member makes all day to day decisions regarding the operation of
the Fund. The Members have not exercised any right to vote their Units and
there have been no matters which would cause the Fund to conduct a vote of the
Members. The Members, (sic the Security Holders), have no right to
participate in the management of the Fund. All of their voting rights, as
defined in the Operating Agreement, are limited to the selection of the
Managing Member, amendments to the Operating Agreement, and other similar
decisions.
PART II
Item 5. Market for Registrant's Units of Membership Interest, Related
Stockholder Matters and Issuer Purchases of Equity Securities
The Fund desires to be taxed as a partnership and not as a corporation. In
furtherance of this objective, the Operating Agreement requires a security
holder to obtain the approval of the Managing Member prior to the transfer of
any Units. Accordingly, there is no trading market for the Fund Units and
none is likely to develop. The Members must rely upon the right of Redemption
provided in the Operating Agreement to liquidate their interest.
The Fund has fewer than 300 holders of its securities. Members are required
to represent to the issuer that they are able to understand and accept the
risks of investment in a commodity pool for which no market will develop and
the right of redemption will be the sole expected method of withdrawal of
equity from the Fund. The Managing Member has sole discretion in determining
what distributions, if any, the Fund will make to its Members. The Fund has
not made any distributions as of the date hereof. The Fund has no securities
authorized for issuance under equity compensation plans. See the Operating
Agreement attached as Appendix A to the Registration Statement, incorporated
herein by reference, for a complete explanation of the right of redemption
provided to Members.
Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and
none are expected. The Members must rely upon their right of redemption to
obtain their return of equity after consideration of profits, if any, and
losses from the Fund. See the Registration Statement, incorporated herein by
reference, for a complete explanation of the allocation of profits and losses
to a Member's capital account.
In its Annual Report, the Registrant previously did not present summary
financial information in this section because, as of December 31, 2006, it had
not yet commenced operations and was considered a development stage
enterprise. Subsequently, the Registrant has changed its accounting method
for financial reporting purposes as described in the Explanatory Note at the
beginning of this Amendment. Accordingly, following is a summary of certain
financial information for the Registrant for the period from inception to
December 31, 2006, presented with the caveat that the Registrant had not yet
commenced its business of trading futures in any of the periods presented.
For a reconciliation of the below amounts with those presented in prior
financials, please see page F-10 of the attached financials, Note 9,
"Restatement and Correction of Error."
5
<page>
<table>
<s> <c> <c> <c>
(Restated)
---------------------------------------------------
Period From
October 1, 2004
(Inception) to
Year ended to December 31,
2006 2005 2004
Performance per unit
Net unit value, beginning of the year $(25,987.00) $(506.00) $-
Net realized and unrealized gains and
losses on commodity transactions - - -
Investment and other income - - -
Expenses (1) (13,550.00) (3,747.00) (506.00)
Syndication costs transferred to capital - (21,734.00) -
Net increase for the year (13,550.00) (25,481.00) $(506.00)
Net unit value at the end of the year $(39,537.00) $(25,987.00) $(506.00)
Net assets at the end of the year ($000) $(79) $(52) $(1)
Total return 41.36% 28.29% -609.72%
Ratio to average net assets
Investment and other income 0.00% 0.00% 0.00%
Expenses 41.36% 28.29% -609.72%
</table>
(1) Investment and other income and expenses are calculated using the average
number of units outstanding during the year. Net realized and unrealized
gains and losses on commodity transactions is a balancing amount necessary to
reconcile the change in net unit value.
The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2006 and 2005, and reconciles the amounts given with those previously
reported in the financial statements of the Registrant.
6
<page>
<table>
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Quarters Ended
- - - - - - - - - - - - - - - - - - - - - - -
March 31, 2006 June 30, 2006 September 30, 2006 December 31, 2006
As previously As previously As previously As previously
reported Adjustments Restated reported Adjustments Restated reported Adjustments Restated reported Adjustments Restated
Total investment gain $- $- $- $- $- $- $- $- $- $- $- $-
Net (loss) - (4,546) (4,546) - (6,618) (6,618) - (9,404) (9,404) - (6,532) (6,532)
Net (loss) per membership unit - (2,273.00) (2,273.00) - (3,309.00) (3,309.00) - (4,702.00) (4,702.00) - (3,266.00) (3,266.00)
Capitalized syndication costs 57,622 (57,622) - 63,944 (63,944) - 73,348 (73,348) - 79,818 (79,818) -
Net asset value per membership
unit at the end of period $1,000.00 $(29,260.00) $(28,260.00) $1,000.00 $(32,569.00) $(31,569.00)
$1,000.00 $(37,271.00) $(36,271.00) $1,000.00 $(40,537.00) $(39,537.00)
Quarters Ended
- - - - - - - - - - - - - - - - - - - - - - -
March 31, 2005 June 30, 2005 September 30, 2005 December 31, 2005
As previously As previously As previously As previously
reported Adjustments Restated reported Adjustments Restated reported Adjustments Restated reported Adjustments Restated
Total investment gain $- $- $- $- $- $- $- $- $- $- $- $-
Net (loss) - (1,180) (1,180) - (200) (200) - (3,188) (3,188) - (2,926) (2,926)
Net (loss) per membership unit - (590.00) (590.00) - (100.00) (100.00) - (1,594.00) (1,594.00) - (1,463.00) (1,463.00)
Capitalized syndication costs 29,932 (1,180) 28,752 33,880 - 33,880 50,052 (2,400) 47,652 52,979 (52,979) -
Net asset value per membership
unit at the end of period
$1,000.00 $(2,096.00) $(1,096.00) $1,000.00 $(2,196.00) $(1,196.00)
$1,000.00 $(3,790.00) $(2,790.00) $1,000.00 $(26,987.00) $(25,987.00)
</table>
Note regarding correction of an error from a prior period:
In 2005, a $4,042 advance from Michael Pacult and a $833 advance from Futures
Investment Company to TriView Global Fund, LLC were not recorded. These
amounts were used to pay for professional fees that make up reimbursable
syndication costs and prepaid operating expenses. Accordingly, the 2005
reimbursable syndication costs and prepaid operating expenses and advances
from shareholder amounts on the statement of assets and liabilities have
been restated by $4,042, $833 and $4,875 respectively. These changes have
resulted in corresponding adjustments to the 2005 statement of cash flows.
[The balance of this page has been intentionally left blank.]
7
<page>
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
Critical Accounting Policies and Estimates
The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change in
unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price (e.g. swap and forward contracts
which are traded in the inter-bank market).
Capital Resources
The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through resale of Units once issued or borrowing. Due to the nature of the
Fund's business, it will make no capital expenditures and will have no capital
assets which are not operating capital or assets.
Liquidity
Most United States commodity exchanges limit fluctuations in commodity futures
contracts prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits". During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a
futures contract has reached the daily limit for that day, positions in that
contract can neither be taken nor liquidated. Commodity futures prices have
occasionally moved to the daily limit for several consecutive days with little
or no trading. Similar occurrences could prevent the Fund from promptly
liquidating unfavorable positions and subject the Fund to substantial losses
which could exceed the margin initially committed to such trades. In addition,
even if commodity futures prices have not moved the daily limit, the Fund may
not be able to execute futures trades at favorable prices, if little trading
in such contracts is taking place. Other than these limitations on liquidity,
which are inherent in the Fund's commodity futures trading operations, the
Fund's assets are expected to be highly liquid.
The entire offering proceeds will be credited to the Fund's bank and brokerage
accounts to engage in trading activities and as reserves for that trading. The
Fund meets its margin requirements by depositing U.S. government securities or
cash or both with the futures broker and the over-the-counter counterparties.
In this way, substantially all (i.e., 97% or more) of the Fund's assets,
whether used as margin for trading purposes or as reserves for such trading,
can be invested in U.S. government securities and time deposits with U.S.
banks. Investors should note that maintenance of the Fund's assets in U.S.
government securities and banks does not reduce the risk of loss from trading
futures, forward and swap contracts. The Fund receives all interest earned on
its assets. No other person shall receive any interest or other economic
benefits from the deposit of Fund assets.
Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker, although
the amount committed may vary significantly. Such assets are maintained in the
form of cash or U.S. Treasury bills in segregated accounts with the futures
broker pursuant to the Commodity Exchange Act and regulations thereunder. When
combined with the previously described assets committed to margin, a total of
up to approximately 40% of the Fund's assets may be deposited with over-the-
counter counterparties in order to initiate and maintain forward and swap
contracts. Such assets are not held in segregation or otherwise regulated
under the Commodity Exchange Act, unless such over-the-counter counterparty is
registered as a futures commission merchant. These assets are held either in
U.S. government securities or short-term time deposits with U.S.-regulated
bank affiliates of the over-the-counter counterparties. The remaining 60% to
90% of the Fund's assets are normally invested in cash equivalents, such as
U.S. Treasury bills, and held by the futures broker or the over-the-counter
counterparties.
The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the Managing Member or any affiliated entities.
Results of Operations
The initial start-up costs attendant to the sale of Units by use of a
Prospectus which has been filed with the Securities and Exchange Commission
8
<page>
are substantial. The Fund's restated results after payment and accrual of
expenses for the year 2006, for financial reporting purposes, was a profit
(loss) of $(27,100) [$(13,550.00) per Unit), and for all other purposes,
including subscriptions and redemptions, was a profit (loss) of $0 [$0 per
Unit]. The Fund's restated results after payment and accrual of expenses for
the year 2005, for financial reporting purposes, was a profit (loss) of
$(7,494) [$(3,747.00) per Unit], and for all other purposes, including
subscriptions and redemptions, was a profit (loss) of $0 [$0 per Unit]. In
its Annual Report, the Fund had deferred its offering and organizational costs
and reported that it had no results (i.e., no profit or loss) for the years
2006 and 2005. Losses are now reported for these periods 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 will be 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.
The Operating Agreement grants solely to the Managing Member the right to
select the CTAs and to otherwise manage the operation of the Fund. See the
Registration Statement, incorporated by reference herein, for an explanation
of the operation of the Fund.
Off-Balance Sheet Risk
The term "off-balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result in
future obligation or loss. The Fund trades in futures, forward and swap
contracts and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the Fund's trading advisor was unable to offset futures
interests positions of the Fund, the Fund could lose all of its assets and the
Members would realize a 100% loss. The Fund, the Managing Member and the CTAs
minimize market risk through real-time monitoring of open positions,
diversification of the portfolio and maintenance of a margin-to-equity ratio
that rarely exceeds 40%.
In addition to market risk, in entering into futures, forward and swap
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any financial
burden resulting from the non-performance by one of their members and, as
such, should significantly reduce this credit risk. In cases where the
clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.
In the case of forward and swap contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial institutions;
thus there may be a greater counterparty credit risk. The CTAs trade for the
Fund only with those counterparties which they believe to be creditworthy. All
positions of the Fund are valued each day on a mark-to-market basis. There can
be no assurance that any clearing member, clearinghouse or other counterparty
will be able to meet its obligations to the Fund.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The securities of the Fund are not traded and no market for the Fund
securities is expected to develop. The Fund is engaged in the speculative
trading of futures and options on futures. The risks are fully explained in
the Fund prospectus delivered to each prospective Member prior to their
investment.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2006, were audited by Jordan,
Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL
60069 and are provided in this Amendment beginning on page F-1. The
supplementary financial information specified by Item 302 of Regulation S-K is
included in Item 6, Selected Financial Data.
9
<page>
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
None
Item 9A. 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 Managing Member 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 Managing Member 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. In May, 2007, management was informed by the SEC that its
financials did not conform to SEC requirements because (1) the financials
contained only two, and not three, years of financial information and
inception to date 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 has 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. To remedy the
situation, Mr. Pacult has severely reprimanded those persons who prepared and
reviewed the financial statements included in the Annual Report. Mr. Pacult
accepts total responsibility for the financial statements of the Fund and
filings made with the SEC, including the Annual Report and this Amendment.
Internal Control over Financial Reporting
Each month, the Managing Member reviews the profit and loss statements for the
month and once approved each Member is sent a statement to disclose total Fund
performance and the amount in the Member's capital account. Checks are paid
for expenses only upon approval of invoices submitted to the Managing Member
or pursuant to standing authorizations for periodic fixed expenses. Payment
of redemption is only upon receipt of a request form signed by the person with
authority over the Member's account. The Managing Member balances the daily
account information with the monthly compilation and financial statements
prepared by the independent CPA. There have been no changes in the Managing
Member'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 that occurred during the fourth quarter of
fiscal year 2006 and through the date of this Amendment that have materially
affected, or are reasonably likely to materially affect, internal control over
financial reporting applicable to the Fund.
Item 9B. Other Information.
None
Part III
Item 10. Directors and Executive Officers of the Registrant
The Fund is a Delaware limited liability company which acts through its
corporate Managing Member. Accordingly, the Registrant has no Directors or
Executive Officers.
The Managing Members of the Registrant during the year 2006 were TriView
Capital Management, Incorporated, a Delaware corporation, and Michael P.
Pacult. The Managing Members are both registered with the National Futures
Association as commodity pool operators pursuant to the Commodity Exchange
Act, and Mr. Michael Pacult, age 62, is the sole shareholder, director,
registered principal and executive officer of the corporate Managing Member.
The background and qualifications of Mr. Pacult are disclosed in the
Registration Statement, incorporated herein by reference. Mr. Pacult is also
a registered representative with Futures Investment Company, the affiliated
broker dealer which conducts the "best efforts" offering of the Units.
10
<page>
There has never been a material administrative, civil or criminal action
brought against the Fund, the Managing Member or any of its directors,
executive officers, promoters or control persons.
No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.
Audit Committee Financial Expert
Mr. Pacult, in his capacity as the sole principal for the Managing Member of
the Fund, has determined that he qualifies as an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission. He is not independent of management.
Code of Ethics
The Fund Managing Member is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal. Both the Fund and the Managing Member are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association are responsible for the quality of the Fund
disclosures or its operation, those functions are exclusively the
responsibility of the Fund and its Managing Member.
Item 11. Executive Compensation.
Although there are no executives in the Fund, the corporate Managing Member
and certain persons Affiliated with the Managing Members are paid compensation
that the Fund has elected to disclose on this Amendment. As described
previously, upon opening of the Fund, the Managing Member will be paid fixed
brokerage commissions of six percent (6%) per year, payable monthly, to cover
the cost of the domestic trades entered by the CTAs. The corporate Managing
Member retains the difference, if any, between the cost to enter the trades
and the six percent (6%). It is also paid a 3% incentive fee on New Net
Profits.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following Members owned more than five percent (5%) of the total
equity of the Fund on December 31, 2006:
Name Percent Ownership
Michael Pacult 50.0%
Michael Pacult invested personally as a non-managing Member to comply with the
legal requirement that a limited liability company to be operated for tax
purposes as a limited partnership must be formed by two or more people.
(b) As of December 31, 2006, the corporate Managing Member owned 1.00 Unit of
Membership Interest, which constitutes the other 50.0% ownership.
(c) The Operating Agreement governs the terms upon which control of the Fund
may change. No change in ownership of the Units will, alone, determine the
location of control. The Members must have 120 days advance notice and the
opportunity to redeem prior to any change in the control from the Managing
Member to another Managing Member. Control of the management of the Fund may
never vest in one or more Members.
Item 13. Certain Relationships and Related Transactions.
See Item 11, Executive Compensation and Item 12, Security Ownership of Certain
Beneficial Owners and Management. The Managing Member has sole
11
<page>
discretion over the selection of trading advisors.. TriView Capital
Management, Inc., the corporate Managing Member, is paid a fixed commission
for trades and, therefore, it has a potential conflict in the selection of a
CTA that makes few trades rather than produces profits for the Fund. This
conflict and others are fully disclosed in the Registration Statement, which
is incorporated herein by reference.
Item 14. Principal Accountant Fees and Services.
(1) Audit Fees
The fees and costs paid to Frank L. Sassetti & Co. for the audit of the Fund's
annual financial statements, for review of financial statements included in
the Fund's Forms 10-Q and other services normally provided in connection with
regulatory filing or engagements (i.e., consents related to SEC registration
statements) for the years ended December 31, 2006 and 2005 were $8,690 and
$5,160, respectively. Similar fees paid to Jordan, Patke and Associates, Ltd.
for the same time periods were $1,538, and $0, respectively.
(2) Audit Related Fees
None
(3) Tax Fees
The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance services
for the years ended December 31, 2006 and 2005 were $0 and $350, respectively.
Similar fees paid to Jordan, Patke and Associates, Ltd. for the same time
periods were $0, and $0, respectively.
(4) All Other Fees
None
(5) The Board of Directors of TriView Capital Management, Inc., Managing
Member of the Fund, approved all of the services described above. The Board of
Directors has determined that the payments made to its independent certified
public accountants for these services are compatible with maintaining such
auditors' independence. The Board of Directors explicitly pre-approves all
audit and non-audit services and all engagement fees and terms.
(6) Close to 100% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time permanent employees. However, all work
performed was supervised by a full-time permanent employee.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) The following documents are filed as part of this report:
1. All Financial Statements
The Financial Statements begin on page F-1 of this report.
2. Financial Statement Schedules required to be filed by Item 8 of this form,
and by paragraph (b) below.
Not applicable, not required, or included in the Financial Statements.
3. List of those Exhibits required by Item 601 of Regulation S-K (Sec. 229.601
of this chapter) and by paragraph (b) below.
Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file No. 333-119655 previously filed with the Securities
and Exchange Commission.
12
<page>
31.1 Certification of CEO and CFO pursuant to Section 302
32.2 Certification of CEO and CFO pursuant to Section 906
(b) Exhibits required by Item 601 of Regulation S-K (Sec. 229.601 of this
chapter).
See response to 15(a)(3), above.
(c) Financial statements required by Regulation S-X (17 CFR 210) which are
excluded from the annual report to shareholders by Rule 14a-3(b) including (1)
separate financial statements of subsidiaries not consolidated and fifty
percent or less owned persons; (2) separate financial statements of affiliates
whose securities are pledged as collateral; and (3) schedules.
None.
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. 2 to
Form 10-K for the period ended December 31, 2006, to be signed on its behalf
by the undersigned, thereunto duly authorized.
Registrant: TriView Global Fund, LLC
By TriView Capital Management, Inc.
Its Managing Member
By: /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer
Date: December 4, 2007
13
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
INDEX TO FINANCIAL STATEMENTS
Page
Report of Independent Registered Public Accounting Firm F-2
Financial Statements
Statements of Assets and Liabilities F-3
Statements of Operations F-4
Statements of Changes in Net Assets F-5
Statements of Cash Flows F-6
Notes to Financial Statements F-7 - F-11
Affirmation of Commodity Pool Operator F-12
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Members of
TriView Global Fund, Limited Liability Company
Dover, Delaware
We have audited the accompanying statements of assets and liabilities, of
TriView Global Fund, Limited Liability Company (a development stage
enterprise) as of December 31, 2006 and 2005, and the related statements of
operations, changes in net assets and cash flows for the years ended December
31, 2006 and 2005, the period from October 1, 2004 (date of inception) through
December 31, 2004, and the cumulative period from October 1, 2004 (date of
inception) through December 31, 2006. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement. TriView Global Fund,
Limited Liability Company is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of TriView
Global Fund, Limited Liability Company internal control over financial
reporting. Accordingly, we express no such opinion. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements, assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of TriView Global Fund, Limited
Liability Company as of December 31, 2006 and 2005, and the results of its
operations, its changes in net assets and its cash flows for the years ended
December 31, 2006 and 2005, the period from October 1, 2004 through December
31, 2004, and the cumulative period from October 1, 2004 through December 31,
2006, in conformity with accounting principles generally accepted in the
United States of America.
As discussed in Note 9 to the financial statements, the 2006, 2005, the period
from October 1, 2004 (date of inception) through December 31, 2004 and the
cumulative period from October 1, 2004 (date of inception) through December
31, 2006 financial statements have been restated to correct a misstatement.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
October 25, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Statements of Assets and Liabilities
<table>
<s> <c> <c>
Restated
-------------------------------
December 31,
2006 2005
Assets
Cash $89 $887
Total assets 89 887
Liabilities
Accrued expenses 103 -
Due to related parties 79,060 52,861
Total Liabilities 79,163 52,861
Net assets $(79,074) $(51,974)
Analysis of Net Assets
Members $(39,537) $(25,987)
Managing Members (39,537) (25,987)
Net assets (equivalent to $(39,537.00)
and $(25,987.00) per unit) $(79,074) $(51,974)
Membership units outstanding
Members units outstanding 1.00 1.00
Managing Members units outstanding 1.00 1.00
Total Membership units outstanding 2.00 2.00
</table>
The accompanying notes are an integral part of the financial statements.
F-3
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Statements of Operations
<table>
<s> <c> <c> <c> <c>
Restated
---------------------------------------------------------------------------
Cumulative
Period Period From
October 1, 2004 October 1, 2004
(Date of Inception) (Date of Inception)
Years ended December 31, to December 31, to December 31,
2006 2005 2004 2006
Investment income
Total investment income $- $- $- $-
Expenses
Professional accounting and legal fees 26,839 6,507 3,006 36,352
Other operating and administrative expenses 261 987 6 1,254
Total expenses 27,100 7,494 3,012 37,606
Net investment (loss) (27,100) (7,494) (3,012) (37,606)
Net (decrease) in net assets resulting
from operations $(27,100) $(7,494) $(3,012) $(37,606)
Net income per unit
Member unit $(13,550.00) $(3,747.00) $(1,506.00) $(18,803.00)
Managing member unit $(13,550.00) $(3,747.00) $(1,506.00) $(18,803.00)
</table>
The accompanying notes are an integral part of the financial statements.
F-4
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Statements of Changes in Net Assets
<table>
<s> <c> <c> <c> <c>
Restated
---------------------------------------------------------------------------
Cumulative
Period Period From
October 1, 2004 October 1, 2004
(Date of Inception) (Date of Inception)
Years ended December 31, to December 31, to December 31,
2006 2005 2004 2006
(Decrease) in net assets from operations
Net investment (loss) $(27,100) $(7,494) $(3,012) $(37,606)
Net (decrease) in net assets resulting
from operations (27,100) (7,494) (3,012) (37,606)
Capital contributions from members - - 2,000 2,000
Initial offering costs - (43,468) - (43,468)
Total (decrease) in net assets (27,100) (50,962) (1,012) (79,074)
Net assets at the beginning of the year (51,974) (1,012) - -
Net assets at the end of the year $(79,074) $(51,974) $(1,012) $(79,074)
</table>
The accompanying notes are an integral part of the financial statements.
F-5
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Statements of Cash Flows
<table>
<s> <c> <c> <c> <c>
Restated
---------------------------------------------------------------------------
Cumulative
Period Period From
October 1, 2004 October 1, 2004
(Date of Inception) (Date of Inception)
Years ended December 31, to December 31, to December 31,
2006 2005 2004 2006
Cash Flows from Operating Activities
Net (decrease) in net assets resulting from
operations $(27,100) $(7,494) $(3,012) $(37,606)
Adjustments to reconcile net increase in net
assets from operations to net cash (used in)
operating activities:
Increase in accrued expenses 103 - - 103
Net cash (used in) operating activities (26,997) (7,494) (3,012) (37,503)
Cash Flows from Investing Activities
(Increase) in initial offering costs - (19,754) (23,714) (43,468)
Net cash (used in) investing activities - (19,754) (23,714) (43,468)
Cash Flows from Financing Activities
Increase in due to related parties 26,199 26,141 26,720 79,060
Initial member capital contributions - - 2,000 2,000
Net cash provided by financing activities 26,199 26,141 28,720 81,060
Net increase (decrease) in cash and
cash equivalents (798) (1,107) 1,994 89
Cash at the beginning of the period 887 1,994 - -
Cash at the end of the period $89 $887 $1,994 $89
Non-Cash Activities
Initial offering costs charged to net assets $- $43,468 $- $43,468
</table>
The accompanying notes are an integral part of the financial statements.
F-6
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
1. Nature of the Business
TriView Global Fund, LLC (the Fund) was formed on October 1, 2004 under the
laws of the State of Delaware. The Fund expects to engage 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). However, the Fund will not commence
business until at least $2,060,000 worth of units of membership interests (the
Units) are sold. The maximum offering is $50,000,000. Triview Capital
Management, Inc. (Triview Capital) and Michael Pacult are the managing members
and commodity pool operators (CPO's) of the Fund. The initial CTA's are
expected to be NuWave Investment Corp (NuWave) and Spectrum Asset Management,
LLC (Spectrum), which will have the authority to trade as much of the Fund's
equity as is allocated to them by the Managing Member. The principal selling
agent is Futures Investment Company (Futures), which is controlled by Michael
Pacult and his wife.
The Fund is in the development stage and its efforts through December 31, 2006
have been principally devoted to organizational activities.
2. Significant Accounting Policies
Regulation - The Fund is a registrant (effective November 3, 2005) with the
Securities and Exchange Commission (SEC) pursuant to the Securities and
Exchange Act of 1934 (the Act). The Fund is subject to the regulations of the
SEC and the reporting requirements of the Act. The Fund, once it begins
trading, will also be 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 rules of the National
Futures Association and the requirements of various commodity exchanges where
the Fund executes transactions. Additionally, the Fund will be subject to the
requirements of futures commission merchants and interbank market makers
through which the Fund trades.
Offering Expenses and Organizational Costs - For financial reporting purposes
in conformity with U.S. Generally Accepted Accounting Principles (GAAP), on
the Fund's initial effective date, November 3, 2005, the Fund deducted from
Members' capital the total initial offering costs of $43,468 as of that date
and began expensing all subsequent offering costs. Organizational and
operating costs are expensed as incurred for GAAP purposes. For all other
purposes, including determining the Net Asset Value per Unit for subscription
and redemption purposes, the Fund will capitalize all offering, organizational
and operating costs until after the twelfth month following the commencement
of business, at which time the costs will be expensed. The commencement of
business is contingent upon the sale of at least $2,060,000 of membership
interests. The Fund has agreed to reimburse the Corporate Managing Member and
other affiliated companies for all offering, organizational and operating
expenses they have paid up to the commencement of business after the twelfth
month following the commencement of business. These reimbursement amounts
have accumulated to $79,060 and $52,861 as of December 31, 2006 and 2005,
respectively.
Consequently, as of December 31, 2006 and 2005, the Net Asset Value Balance
and Net Asset Value Per Unit for both financial reporting purposes and for all
other purposes are as follows:
<table>
<s> <c> <c> <c> <c>
Balance Per Unit Calculation
2006 2005 2006 2005
Net Asset Value for financial reporting purposes $(79,074) $(51,974) $(39,537.00) $(25,987.00)
Adjustment for initial offering costs 43,468 43,468 21,734.00 21,734.00
Adjustment for other offering, organizational and
operating expenses 37,606 10,506 18,803.00 5,253.00
Net Asset Value for all other purposes $2,000 $2,000 $1,000.00 $1,000.00
Number of Units 2.00 2.00
</table>
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".
Revenue Recognition - Forward contracts, futures and other investments are
recorded on the trade date and will be 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 members. 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 will consider only money market funds to be cash equivalents. Net cash
used in operating activities includes no cash payments for interest or income
taxes through December 31, 2006. There were no cash equivalents as of
December 31, 2006, 2005 and 2004.
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.
F-7
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
3. Managing Member Duties
The responsibilities of the Managing Member, in addition to directing the
trading and investment activity of the Fund, including suspending all trading,
includes executing and filing all necessary legal documents, statements and
certificates of the Fund, retaining independent public accountants to audit
the Fund, employing attorneys to represent the Fund, reviewing the brokerage
commission rates to determine reasonableness, maintaining the tax status of
the Fund as a partnership, maintaining a current list of the names, addresses
and numbers of units owned by each Member and taking such other actions as
deemed necessary to manage the business of the Company.
The Corporate Managing Member has contributed $1,000 in cash for deposit to
the capital of the Fund for a managing member interest in the Company.
If the net unit value of the Fund 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 Managing Member will immediately
suspend all trading, provide all members with notice of the reduction in net
unit value and give all members the opportunity, for fifteen days after such
notice, to redeem Units. No trading shall commence until after the lapse of
such fifteen day period.
4. The Limited Liability Company Agreement
The LLC Operating Agreement provides, among other things, that-
Capital Account - A capital account shall be established for each member. The
initial balance of each member's capital account shall be the amount of the
initial contributions to the Fund.
Monthly Allocations - Any increase or decrease in the Fund's net asset value
as of the end of a month shall be credited or charged to the capital account
of each Member in the ratio that the balance of each account bears to the
total balance of all accounts.
Any distribution from profits or members' capital will be made solely at the
discretion of the Managing Member.
Federal Income Tax Allocations - As of the end of each fiscal year, the Fund's
realized capital gain or loss and ordinary income or loss shall be allocated
among the Members, 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 Managing Member 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 will be transferred to the
Fund's account after the minimum to commence business has been raised and,
thereafter, on the first business day of the month after the subscription is
accepted. Interest earned on the subscription funds will accrue to the
account of the investor.
Redemptions - A member may request 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 managing member no less
than ten business days prior to a month end. Redemptions will generally be
paid within twenty days of the effective month end. However, in various
circumstances due to liquidity, etc. the managing member may be unable to
comply with the request on a timely basis. There will be 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.
5. Fees
At December 31, 2006, the Fund prospectus stated that the Fund will be charged
the following fees on a monthly basis as of the commencement of trading.
A monthly management fee of 2.0% (annual rate) will be paid to the two CTA's,
NuWave and Spectrum, of the equity allocated to them to trade.
The Fund will pay the Corporate Managing Member an annual fixed brokerage
commission of 6%, from which the Corporate Managing Member will pay the round
turn commissions to the introducing broker and the futures commission merchant
for trades made on U.S. markets. The Fund will also pay actual charges for
trades made on foreign exchanges or markets, if any.
A quarterly incentive fee of 20% of "new net profits" will be paid to the two
CTA's, NuWave and Spectrum, and a 3.0% quarterly incentive fee will be paid to
the Corporate Managing Member. "New net profits" includes all income earned
by a CTA and expense allocated to his activity. In the event that trading
produces a loss for a 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 one CTA to be paid an incentive fee during a quarter
or a year when the Fund experienced a loss. The Fund may also change CTA's
and thereby begin the computation of new net profits from the date that a new
CTA is retained.
After the Fund commences trading, the Fund will pay the selling agent who sold
the units a 3% continuing service fee during each year the investment is in
the Fund.
The Managing Member 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 total management fees paid to the CTA's and Managing Member to 6%
of total net assets if the total incentive fees are decreased to 15%.
F-8
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
6. Related Party Transactions
The sole shareholder of TriView Capital has made an initial member capital
contribution in the Fund of $1,000. He is also the sole shareholder of Ashley
Capital Management, Inc. (the general partner of another commodity fund),
which along with the shareholder and other affiliates, has temporarily funded
the syndication costs incurred by the Fund to date. In Accordance with
Financial Accounting Standards Board Interpretation No. 46(R), Consolidation
of Variable Interest Entities, a variable interest entity relationship exists
between TriView Capital and the Fund.
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 Managing Member, its CTA's
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.
Due to related parties at December 31, 2006 and 2005 consisted of amounts due
to TriView Capital Management, Inc., managing member of TriView Global Fund,
L.L.C., Ashley Capital Management, Inc., Futures Investment Company, the
introducing broker and Michael Pacult, President of Futures Investment
Company, TriView Capital Management, Inc. and Ashley Capital Management, Inc.
The balances result from offering, organizational and operating costs paid by
the related parties on behalf of the Fund and cash advances. These amounts
bear no interest or due dates and are unsecured. The balances are usually
paid back within a year from the start of trading or when the Fund is
financially capable of repaying the advance. The following balances were
outstanding as of December 31, 2006 and 2005:
December 31,
2006 2005
Futures Investment Company $12,533 $833
Ashley Capital Management, Inc. 27,976 24,977
TriView Capital Management, Inc. 3,320 3,320
Michael Pacult 35,231 23,731
Balance due to related parties $79,060 $52,861
7. Membership Unit Transactions
As of December 31, 2006, 2005 and 2004 membership units were valued at
$(39,537.00), $(25,987.00) and $(506.00) per unit respectively for financial
reporting purposes.
Transactions in membership units were as follows:
<table>
<s> <c> <c> <c> <c> <c> <c>
(Restated)
--------------------------------------------
Units Amount
2006 2005 2004 2006 2005 2004
Members Units
Subscriptions - - 1.00 $- $- $1,000
Redemptions - - - - - -
Net decrease in net assets
resulting from operations
for the year ended 12/31 - - - (13,550) (3,747) (1,506)
Offering costs - - - - (21,734) -
Total - - 1.00 (13,550) (25,481) (506)
Managing Members Units
Subscriptions - - 1.00 - - 1,000
Redemptions - - - - - -
Net decrease in net assets
resulting from operations
for the year ended 12/31 - - - (13,550) (3,747) (1,506)
Offering costs - - - - (21,734) -
Total - - 1.00 (13,550) (25,481) (506)
Total Units
Subscriptions - - 2.00 - - 2,000
Redemptions - - - - - -
Net decrease in net assets
resulting from operations
for the year ended 12/31 - - - (27,100) (7,494) (3,012)
Offering costs - - - - (43,468) -
Total - - 2.00 $(27,100) $(50,962) $(1,012)
</table>
F-9
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
8. Concentrations
The Fund will maintain 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.
9. Restatement and Correction of an Error
We have restated our financial statements and other financial information
contained in our Annual Report on Form 10-K, as amended, for the years ended
December 31, 2006 and 2005, the period October 1, 2004 (date of inception)
through December 31, 2004 and the cumulative period from October 1, 2004
through December 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 reflect
events occurring after December 31, 2006, the date of the information
contained in our original Form 10-K, nor modify or update those 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 Fund capital as of the
initial effective date of the offering, November 3, 2005, and expense them
thereafter. 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 managing member, Mr. Michael Pacult, who is also
the individual managing member, 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 members 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:
<table>
<s> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c> <c>
Period From October 1, 2004 Cumulative Period From
Year Ended Dec 31, 2006 Year Ended Dec 31, 2005 (Inception) to December 31, 2004 October 1, 2004 (Inception)
to December 31, 2006
As previously As previously As previously As previously
reported Adustments Restated reported Adustments Restated reported Adustments Restated reported Adustments Restated
Statements of Assets and Liabilities
Cash $89 $- $89 $887 $- $887
Reimbursable syndication costs 79,818 (79,818) - 52,979 (52,979) -
Prepaid operating costs and other 1,255 (1,255) - 994 (994) -
Total assets 81,162 (81,073) 89 54,860 (53,973) 887
Members 1,000 (40,537) (39,537) 1,000 (26,987) (25,987)
Managing members 1,000 (40,537) (39,537) 1,000 (26,987) (25,987)
Total Net Assets 2,000 (81,074) (79,074) 2,000 (53,974) (51,974)
NAV Per Unit 1,000.00 (40,537.00) (39,537.00) 1,000.00 (26,987.00) (25,987.00)
Statements of Operations
Professional accounting and legal
fees - 26,839 26,839 - 6,507 6,507 $- $3,006 $3,006 $- $36,352 $36,352
Other operating and administrative
expenses - 261 261 - 987 987 - 6 6 - 1,254 1,254
Total Expenses - 27,100 27,100 - 7,494 7,494 - 3,012 3,012 - 37,606 37,606
NAV Income Per Unit
Member unit - (13,550.00) (13,550.00) - (3,747.00) (3,747.00) - (1,506.00) (1,506.00) - (18,803.00) (18,803.00)
Managing member unit - (13,550.00) (13,550.00) - (3,747.00) (3,747.00) - (1,506.00) (1,506.00) - (18,803.00) (18,803.00)
Statements of Changes in Net Assets
Net investment (loss) - (27,100) (27,100) - (7,494) (7,494) - (3,012) (3,012) - (37,606) (37,606)
Net (decreases) in net assets
resulting from operations - (27,100) (27,100) - (7,494) (7,494) - (3,012) (3,012) - (37,606) (37,606)
Capital contributions from members - - - - - - 2,000 - 2,000 2,000 - 2,000
Initial offering costs - - - - (43,468) (43,468) - - - - (43,468) (43,468)
Total increase (decrease) in net
assets - (27,100) (27,100) - (50,962) (50,962) 2,000 (3,012) (1,012) 2,000 (81,074) (79,074)
Net assets at the beginning of the
year 2,000 (53,974) (51,974) 2,000 (3,012) (1,012) - - - - - -
Net assets at the end of the year
2,000 (81,074) (79,074) 2,000 (53,974) (51,974) 2,000 (3,012) (1,012) 2,000 (81,074) (79,074)
Statements of Cash Flows
Net (decrease) in net assets
resulting from operations - (27,100) (27,100) - (7,494) (7,494) - (3,013) (3,012) - (37,606) (37,606)
(Increase) in reimbursable
syndication costs (26,839) 26,839 - (4,994) 4,994 - - - - (31,833) 31,833 -
(Increase) in prepaid operating
expenses (261) 261 - (155) 155 - (6) 6 - (422) 422 -
Increase in accrued expenses 103 - 103 - - - - - - 103 - 103
Net cash (used in) operating
activities (26,997) - (26,997) (5,149) (2,345) (7,494) (6) (3,007) (3,012) (32,152) (5,351) (37,503)
(Increase) in initial offering costs - - - - (19,754) (19,754) - (23,714) (23,714) - (43,468) (43,468)
Net cash (used in) investing
activities - - - - (19,754) (19,754) - (23,714) (23,714) - (43,468) (43,468)
Increase in due to related parties 26,199 - 26,199 4,042 22,099 26,141 - 26,721 26,720 30,241 48,819 79,060
Initial member capital contributions - - - - - - 2,000 - 2,000 2,000 - 2,000
Net cash provided by financing
activities 26,199 - 26,199 4,042 22,099 26,141 2,000 26,721 28,720 32,241 48,819 81,060
Net increase (decrease) in cash
and cash equivalents (798) - (798) (1,107) - (1,107) 1,994 - 1,994 89 - 89
Cash at the beginning of the period 887 - 887 1,994 - 1,994 - - - - - -
Cash at the end of the period 89 - 89 887 - 887 1,994 - 1,994 89 - 89
Initial offering costs charged to
net assets $- $- $- $- $43,468 $43,468 $- $- $- $- $43,468 $43,468
</table>
F-10
<page>
TriView Global Fund, Limited Liability Company
(A Development Stage Enterprise)
Notes to the Financial Statements
For the Years Ended December 31, 2006, 2005 and 2004
10. Financial Highlights
<table>
<s> <c> <c> <c>
(Restated)
---------------------------------------------------
Period From
October 1, 2004
(Inception) to
Year ended to December 31,
2006 2005 2004
Performance per unit
Net unit value, beginning of the year $(25,987.00) $(506.00) $-
Net realized and unrealized gains and
losses on commodity transactions - - -
Investment and other income - - -
Expenses (1) (13,550.00) (3,747.00) (506.00)
Syndication costs transferred to capital - (21,734.00) -
Net increase for the year (13,550.00) (25,481.00) $(506.00)
Net unit value at the end of the year $(39,537.00) $(25,987.00) $(506.00)
Net assets at the end of the year ($000) $(79) $(52) $(1)
Total return 41.36% 28.29% -609.72%
Ratio to average net assets
Investment and other income 0.00% 0.00% 0.00%
Expenses 41.36% 28.29% -609.72%
</table>
(1) Investment and other income and expenses are calculated using the average
number of units outstanding during the year. Net realized and unrealized
gains and losses on commodity transactions is a balancing amount necessary to
reconcile the change in net unit value.
F-11
<page>
TriView Global Fund, Limited Liability Company
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2006, 2005 and 2004
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult December 4, 2007
Michael Pacult Date
President, TriView Capital Management, Inc.
Managing Member
TriView Global Fund, Limited Liability Company
F-12
<page>