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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2001
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: 333-41780
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
(Exact name of registrant as specified in its charter)
ILLINOIS 36-4368292
(State of organization) (I.R.S. Employer Identification No.)
BEELAND MANAGEMENT COMPANY, LLC
GENERAL PARTNER
1000 HART ROAD, SUITE 210
BARRINGTON, ILLINOIS 60010 (847) 304-0450
(Address of principal executive offices) (Registrant's telephone number,
including area code)
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.
[X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act) [ ] Yes [X] No
PART I--FINANCIAL INFORMATION
ITEM
1. Financial Statements.
a) Accountants Compilation Report
b) Balance Sheet as of March 31, 2001
c) Notes to Financial Statements
ITEM
2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
ITEM
3. Quantitative and Qualitative Disclosures About Market Risk.
ITEM
4. Controls and Procedures
PART II--OTHER INFORMATION
ITEM
1. Legal Proceedings.
ITEM
6. Exhibits and Reports on Form 8-K (Section 249.308 of this chapter).
a) Exhibits required by Item 601 of Regulation S-K
b) Reports on Form 8-K
SIGNATURES
CERTIFICATIONS
PART I--FINANCIAL INFORMATION
ITEM 1. Financial Statements.
ACCOUNTANT'S COMPILATION REPORT
To: The General Partner of Rogers International Raw Materials Fund,
L.P.:
We have compiled the accompanying statement of financial condition of
Rogers International Raw Materials Fund, L.P. as of March 31, 2001 in
accordance with standards established by the American Institute of
Certified Public Accountants.
A compilation is limited to presenting in the form of financial
statements information that is the representation of management. We have
not audited or reviewed the accompanying financial statement and,
accordingly, do not express an opinion or any other form of assurance on
it.
Vorisek & Company, LLC
Certified Public Accountants
McHenry, IL
April 29, 2003
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
BALANCE SHEET
March 31, 2001
(Unaudited)
ASSETS
Cash $ 5,000
========
PARTNERSHIP CAPITAL
General Partner Capital $ 5,000
========
PER UNIT INFORMATION
Units Outstanding 50
========
Net Asset Value per Unit $ 100
========
ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
Notes to Financial Statements
(Unaudited)
In the opinion of management, the accompanying balance sheet includes all
adjustments, consisting only of normal recurring items, necessary for its
fair presentation in conformity with U.S. generally accepted accounting
principles.
The General Partner has advanced $172,700 in regulatory filing fees,
legal fees and expenses on behalf of the Partnership. These fees will be
reimbursed to the General Partner contingent upon the transfer of
escrowed funds to the Partnership.
Limited Partner interests have been sold with the proceeds placed in an
Escrow Fund. These assets will not be paid to the Partnership until
certain requirements are met, as listed in the limited partnership
agreement. As of March 31, 2001, the Escrow Fund held $1,129,400 from the
sale of Limited Partner interests.
The Partnership has elected not to provide a statement of cash flows as
permitted by Statement of Accounting Standards 102 " Statement of Cash
Flows".
ITEM 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
FINANCIAL CONDITION
There was no change in total equity in the three months ended March
31, 2001.
RESULTS OF OPERATIONS
NET REVENUES (LOSSES)
The Partnership had no operations for three months ended March 31,
2001.
ITEM 3. Quantitative and Qualitative Disclosures About Market Risk.
NOT APPLICABLE
ITEM 4. Controls and Procedures.
(a) Evaluation and Disclosures an Procedures
As required by new Rule 13a-15 under the Securities and
Exchange Act of 1934, within 90 days prior to the date of this
report, the Registrant carried out an evaluation under the
supervision and with the participation of the Registrant's
management, including the Chief Executive Officer (CEO) and Chief
Financial Officer (CFO), of the effectiveness of the design and
operation of the disclosure controls and procedures. Based upon that
evaluation, the management, including the CEO and CFO, concluded
that the disclosure controls and procedures were effective to ensure
that information required to be disclosed by the Registrant in the
reports it files or submits under the Exchange Act is recorded,
processed, summarized and reported, within the time periods
specified in the Securities and Exchange Commission's rules and
forms. In connection with the new rules and as a matter of practice,
the Registrant continues to review and document disclosure controls
and procedures, including internal controls and procedures for
financial reporting. From time to time, the Registrant may make
changes aimed at enhancing the effectiveness of the controls and to
ensure that the systems evolve with the business. There have been no
significant changes in the internal controls or in other factors
that could significantly affect internal controls subsequent to the
date the Registrant carried out its evaluation.
(b) Changes in Internal Controls
None.
PART II--OTHER INFORMATION
ITEM 1. Legal Proceedings.
None
ITEM 6. Exhibits and Reports on Form 8-K (Section 249.308 of this chapter).
a) Required Exhibits:
Exhibit 2 -- Plan of acquisition, reorganization, arrangement,
liquidation, or succession
None
Exhibit 3 -- Articles of Incorporation and By-laws
This required exhibit is incorporated by reference
from the exhibit included with Form S-1 Registration
Statement and Amendments No. 333-41780.
Exhibit 4 -- Instruments defining the rights of security
holders, including indentures The required exhibit is
incorporated by reference from the exhibit included
with Form S-1 Registration Statement and Amendments
No. 333-41780.
Exhibit 10 -- Material Contracts
None
Exhibit 11 -- Statement re computation of per share earnings
The required exhibit is incorporated by reference from
the information contained in Part I, Item 1, Financial
Information.
Exhibit 15 -- Letter re unaudited interim financial information
Not Applicable
Exhibit 18 -- Letter re change in accounting principles
Not Applicable
Exhibit 19 -- Report furnished to security holders
The required exhibit is incorporated by reference from
the information contained in Part I, Item 1, Financial
Information.
Exhibit 22 -- Published report regarding matters submitted to
vote of security holders Not Applicable
Exhibit 23 -- Consent of experts and counsel
Not Applicable
Exhibit 24 -- Power of Attorney
Not Applicable
Exhibit 99 - Certification Pursuant to Section 1350 of
Chapter 63 of Title 18 of the United States Code
See Exhibit 99
b) Reports on Forms 8-K
No reports on Form 8-K were filed during the first quarter of
fiscal 2001
SIGNATURES*
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Rogers International Raw Materials Fund, L.P.
---------------------------------------------
(Registrant)
April 29, 2003 /s/ Richard Chambers
-------------- --------------------
Date Chief Financial Officer of Beeland
Management Company, LLC
April 29, 2003 /s/ Clyde Harrison
-------------- ------------------
Date Chief Executive Officer of Beeland
Management Company, LLC
CERTIFICATIONS
I, Clyde Harrison, the chief executive officer of Rogers International Raw
Materials Fund L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rogers
International Raw Materials Fund L.P;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date: April 29, 2003
/s/ Clyde Harrison
------------------
Chief Executive Officer
I, Richard Chambers, the chief financial officer of Rogers International
Raw Materials Fund L.P., certify that:
1. I have reviewed this quarterly report on Form 10-Q of Rogers
International Raw Materials Fund L.P;
2. Based on my knowledge, this quarterly report does not contain any
untrue statement of a material fact or omit to state a material fact
necessary to make the statements made, in light of the circumstances under
which such statements were made, not misleading with respect to the period
covered by this quarterly report;
3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
quarterly report;
4. The registrant's other certifying officers and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we
have:
a) designed such disclosure controls and procedures to ensure that
material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this quarterly report is
being prepared;
b) evaluated the effectiveness of the registrant's disclosure controls and
procedures as of a date within 90 days prior to the filing date of this
quarterly report (the "Evaluation Date"); and
c) presented in this quarterly report our conclusions about the
effectiveness of the disclosure controls and procedures based on our
evaluation as of the Evaluation Date;
5. The registrant's other certifying officers and I have disclosed, based
on our most recent evaluation, to the registrant's auditors and the audit
committee of registrant's board of directors (or persons performing the
equivalent function):
a) all significant deficiencies in the design or operation of internal
controls which could adversely affect the registrant's ability to record,
process, summarize and report financial data and have identified for the
registrant's auditors any material weaknesses in internal controls; and
b) any fraud, whether or not material, that involves management or other
employees who have a significant role in the registrant's internal
controls; and
6. The registrant's other certifying officers and I have indicated in this
quarterly report whether or not there were significant changes in internal
controls or in other factors that could significantly affect internal
controls subsequent to the date of our most recent evaluation, including
any corrective actions with regard to significant deficiencies and
material weaknesses.
Date April 29, 2003
/s/ Richard Chambers
--------------------
Chief Financial Officer