BROMWELL FINANCIAL FUND LP - FORM 10-Q

Attached files

file	filename
EX-31 - BROMWELL FINANCIAL FUND LP	bromwell10q61281712ex31.htm
EX-32 - BROMWELL FINANCIAL FUND LP	bromwell10q61281712ex32.htm

FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES AND EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2012

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission file number 333-85755

Bromwell Financial Fund, Limited Partnership

(Exact name of registrant as specified in its charter)

Delaware

51-0387638

(State or other jurisdiction of incorporation

(I.R.S. Employer

or organization)

Identification No.)

505 Brookfield Drive, Dover, DE 19901

(Address of principal executive offices, including zip code)

(800) 331-1532

(Registrant’s telephone number, including area code)

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] Not Applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller Reporting Company[ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY

PROCEEDINGS DURING THE PRECEDING FIVE YEARS:

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) f the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] Not Applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. Not Applicable

Part 1 - FINANCIAL INFORMATION

Item 1. Financial Statements.

The reviewed financial statements for the Registrant for the six months ended June 30, 2012 are attached hereto at page F-1 and made a part hereof.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

General Information

The Fund suspended trading on January 10, 2005. All but the General Partner and one limited partner who are affiliated with the General Partner redeemed their Units. The Fund terminated the commodity trading advisor with the view that a new trading advisor would be selected and the fund would reopen for new investment. At some time in the future, Registrant will, pursuant to the terms of the Limited Partnership 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 its management selects. No sales were made since the suspension of trading as of the date of this Report.

Description of Fund Business

The Fund grants one or more commodity trading advisors (“CTA”) a power of attorney that is terminable at the will of either party to trade the equity assigned to each CTA by Fund management. From November 1, 2003 to January 10, 2005, Fall River Capital Management, Inc. was the sole commodity trading advisor of the Fund. The commodity trading advisors have discretion to select the trades and do not disclose the methods they use to make those determinations in their disclosure documents or to the Fund or to Fund management. There is no promise or expectation of a fixed return to the partners. The partners must look solely to trading profits for a return their investment as the interest income is expected to be less than the fixed expenses to operate the Fund.

Assets

The Fund assets consist of cash used as margin to secure futures (formerly called commodities) trades entered on its behalf by the commodity trading advisors it selects. The Fund deposits its cash with one or more futures commission merchants (brokers) that hold and allocate the cash to use as margin to secure the trades made. The futures held in the Fund accounts are valued at the market price on the close of business each day by the Futures Commission Merchant or Merchants that hold the Fund equity made available for trading. The Capital accounts of the Partners are immediately responsible for all profit and losses incurred by trading and payment and accrual of the expenses of offering partnership interests for sale and the operation of the partnership.

The Fund has not in the past and does not intend in the future to borrow from third parties. Its trades are entered pursuant to a margin agreement with the futures commission merchant which obligates the fund to the actual loss, if any, without reference or limit by the amount of cash posted to secure the trade. The limited partners are not personally liable for the debts of the Fund, including any trading losses. At some time in the future, the Partnership will file another S-1 registration statement and sell its securities. By a previous registration statement, the Partnership sold $2,525,062 of its securities, which have been redeemed by the non-affiliated limited partners and will not be resold.

The Fund has filed an application to register $20,000,000 in securities on Form S-1 with the Securities and Exchange Commission at file number 333-177268. Upon effectiveness and sale of the $1,000,000 minimum, the Fund will commence trading via an independent commodity trading advisor and operate pursuant to the business terms described in the prospectus contained in the S-1 filing.

An Investment in the Fund Depends upon Redemption of Fund Units

The Fund Units are not traded and they have no market value. Liquidity of an investment in the Fund depends upon the credit worthiness of the exchanges, brokers, and third parties of off exchange traded futures that hold Fund equity or have a lien against Fund assets for payment of debts incurred. Those parties must honor their obligations to the Fund for the Fund to be able to obtain the return of its cash from the futures commission merchant that holds the Fund account.

The commodity trading advisor selects the markets and the off exchange instruments to be traded. The General Partner selects the futures commission merchants to hold the Fund assets. Both the commodity trading advisor and the general partner believe all parties who hold Fund assets or are otherwise obligated to pay value to the Fund are credit worthy. Margin is an amount to secure the entry of a trade and is not a limit of the profit or loss to be gained from the trade. The general partner intends to allocate approximately 97% or more of the Fund equity to be used as margin to enter trades. Although it is customary for the commodity trading advisors to use 40% or less of the equity available as margin, there is no limit imposed by the Fund upon the amount of equity the advisors may commit to margin. It is possible for the Fund to suffer losses in excess of the margin it posts to secure the trades made.

To have the purchase price or appreciation, if any, of the Units, paid to them, partners must use the redemption feature of the Partnership. Distributions, although possible in the sole discretion of the general partner, are not expected to be made. There is no current market for the Units sold, none is expected to develop and the partnership agreement limits the ability of a limited partner to transfer the Units.

Results of Operations

The 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 are substantial. The Limited Partnership Agreement grants solely to the General Partner the right to select the CTA 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.

The General Partner suspended trading on January 10, 2005, and all but one limited partner who is affiliated with the General Partner has redeemed its Units. Accordingly, the Fund was not operational subsequently.

The Fund is subject to ongoing offering and operating expenses; however, upon the commencement of business, profits or losses will be primarily generated by the commodity trading advisors by methods that are proprietary to them. For financial reporting purposes, the Fund experienced (losses) of $(8,792) [$(3,421.05) per Unit] and $(6,739) [$(2,622.28) per Unit] for the three months ended June 30, 2012 and June 30, 2011, respectively. Similarly, the Fund experienced (losses) of $(23,066) [$(8,951.62) per Unit] and $(18,722) [$(7,285.12)] for the six months ended June 30, 2012 and June 30, 2011. The variation in losses over the periods was primarily due to legal and accounting costs related to the qualification of the Fund's new S-1 Registration Statement. These results are not to be construed as an expectation of similar profits or losses in the future.

The Fund has not paid any commissions or earned any interest income since the General Partner suspended trading on January 10, 2005. The Fund did not have any additions or withdrawals in the periods covered by this Report.

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

The business of the Fund is speculative and involves a high degree of risk of loss. See the Fund’s Registration Statement and prospectus contained therein, incorporated herein, for a full description of the risks attendant to Fund business.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

The Registrant has adopted procedures in connection with the operation of its business including, but not limited to, the review of account statements sent to the General Partner before the open of business each day that disclose the positions held overnight in the Fund accounts, the margin to hold those positions, and the amount of profit or loss on each position, and the net balance of equity available in each account. The Fund brokerage account statements and financial books and records accounts are prepared by an independent CPA Firm and then are reviewed each quarter and audited each year by a different independent CPA firm.

The General Partner of the Fund, under the actions of its sole principal, Michael Pacult, has 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 the end of the period covered by this Report. Based on their evaluation, Mr. Pacult has concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in the General Partner’s internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Fund.

Part II - OTHER INFORMATION

Item 1. Legal Proceedings

There have been no legal proceedings against the Fund, its General Partner, the CTA, the FCM, the IB or any of their Affiliates, directors or officers, except for the FCM, as follows:

Vision Financial Services LLC

On May 18, 2011, simultaneously with the issuance of a complaint by the NFA, Vision Financial Markets LLC ("Vision") consented to a finding based on a one-count complaint for failure to supervise guaranteed IBs in violation of NFA Compliance Rule 2-9(a). The alleged activities occurred prior to 2009. Without admitting or denying the findings in the Committee’s Decision, Vision consented to pay a fine of $500,000 and to retain an independent consultant to review its supervisory procedures relating to guaranteed IBs. Vision undertook to implement revised procedures for supervising GIBs within 6 months. Finally, Vision consented to a restriction on guaranteeing new introducing brokers until 2013, unless it petitions the NFA to lift the restriction earlier.

The FCM has acted only as clearing brokers for the Fund’s futures accounts and as such it has been paid commissions for executing and clearing trades. The FCM has not passed upon the adequacy or accuracy of the Fund’s prospectus or this report and will not act in any supervisory capacity with respect to the CPO or the CTA, as the case may be, nor participate in the management of the CPO or of the Fund or of the CTA. Therefore, investors should not rely on the FCM in deciding whether or not to participate in the Fund.

The Fund is not aware of any threatened or potential claims or legal proceedings to which the Fund is a party or to which any of its assets are subject. The FCM has represented to the General Partner that that none of the events reported above would interfere with its performance as a clearing broker for the Fund’s account.

Item 1A. Risk Factors

There have been no material changes from risk factors as previously disclosed in the Fund’s 2011 Form 10-K. The risks of the Fund are (1) described fully in its prospectus filed with its registration statement on Form S-1, which is incorporated herein by reference (2) described in summary in Part I of this Form 10-Q, which is incorporated herein by reference.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3. Defaults Upon Senior Securities

None

Item 4. (Removed and Reserved)

Not Applicable

Item 5. Other Information

(a)

None

(b)

None

Item 6. Exhibits

31.1

Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934

32.1

Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the period ended June 30, 2012, to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:

Bromwell Financial Fund, Limited Partnership

By Belmont Capital Management, Incorporated

Its General Partner

By:

/s/ Michael Pacult

Mr. Michael Pacult

Sole Director, Sole Shareholder,

President, and Treasurer of the General Partner

Date:

August 17, 2012

BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP

(A Delaware Limited Partnership)

QUARTERLY REPORT

June 30, 2012

GENERAL PARTNER:

Belmont Capital Management, Inc.

% Corporate Systems, Inc.

505 Brookfield Drive

Dover, Kent County, Delaware 19901


Index to the Financial Statements


		Page

	Report of Independent Registered Public Accounting Firm	F-2

	Statements of Assets and Liabilities (Unaudited)	F-3

	Statements of Operations (Unaudited)	F-4

	Statements of Changes in Net Assets (Unaudited)	F-5

	Statements of Cash Flows (Unaudited)	F-6

	Notes to the Financial Statements (Unaudited)	F-7 - F-10

	Affirmation of the Commodity Pool Operator	F-11










F-1


Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm



To the Partners of
Bromwell Financial Fund, Limited Partnership
Dover, Delaware


We have reviewed the accompanying statements of assets and liabilities of Bromwell Financial Fund, Limited Partnership, as of June 30, 2012 and the related statements of operations for the three and six months ended June 30, 2012 and 2011, and the statements of changes in net assets and cash flows for the six months ended June 30, 2012 and 2011. These financial statements are the responsibility of the Partnership's management.

We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of Bromwell Financial Fund, Limited Partnership as of December 31, 2011 and the related statements of operations, changes in net assets and cash flows for the year then ended (not presented herein) and in our report dated March 9, 2012, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying statement of assets and liabilities as of December 31, 2011 is fairly stated, in all material respects, in relation to the statement of assets and liabilities from which it has been derived.



/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
August 9, 2012

300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 Phone: (847) 913-5400 * Fax: (847) 913-5435 F-2


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
(Unaudited)

		June 30,	December 31,
		2012	2011
Assets

	Cash	$ 773	$ 508
	Total assets	773	508

Liabilities

	Accrued expenses	18,834	30,863
	Due to related parties	224,324	189,024
	Total liabilities	243,158	219,887

Net assets		$ (242,385)	$ (219,379)

Analysis of net assets

	Limited partners	$ (148,072)	$ (134,018)
	General partner	(94,313)	(85,361)
	Net assets (equivalent to $(94,313.13) and $(85,361.51) per unit)	$ (242,385)	$ (219,379)

Partnership units outstanding

	Limited partners units outstanding	1.57	1.57
	General partner units outstanding	1.00	1.00
	Total partnership units outstanding	2.57	2.57

The accompanying notes are an integral part of the financial statements F-3


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
(Unaudited)

		Three Months Ended June 30,		Six Months Ended June 30,
		2012	2011	2012	2011

Investment income

	Other Income	$ 10,416	$ -	$ 10,416	$ -

	Total investment income	10,416	-	10,416	-

Expenses
	Professional fees	7,590	6,444	21,766	18,222
	Other expenses	11,618	295	11,656	500
	Total expenses	19,208	6,739	33,422	18,722

	Net investment (loss)	(8,792)	(6,739)	(23,006)	(18,722)

	Net (decrease) in net assets resulting from operations	$ (8,792)	$ (6,739)	$ (23,006)	$ (18,722)

Net (decrease) per unit
	Limited partner unit	$ (3,421.05)	$ (2,622.28)	$ (8,951.62)	$ (7,285.12)
	General partner unit	$ (3,421.05)	$ (2,622.28)	$ (8,951.62)	$ (7,285.12)

The accompanying notes are an integral part of the financial statements F-4


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
(Unaudited)

	Partners' Capital
	General		Limited		Total
	Units	Net Assets	Units	Net Assets	Units	Net Assets

Net assets at December 31, 2010	1.00	$(68,437)	1.57	$(107,446)	2.57	$(175,883)

(Decrease) in net assets from operations:
Net investment (loss)		(7,285)		(11,437)		(18,722)

Net (decrease) in net assets resulting from operations		(7,285)		(11,437)		(18,722)

Net assets at June 30, 2011	1.00	$(75,722)	1.57	$(118,883)	2.57	$(194,605)


Net assets at December 31, 2011	1.00	$(85,361)	1.57	$(134,018)	2.57	$(219,379)

(Decrease) in net assets from operations:
Net investment (loss)		(8,952)		(14,054)		(23,006)

Net (decrease) in net assets resulting from operations		(8,952)		(14,054)		(23,006)

Net assets at June 30, 2012	1.00	$(94,313)	1.57	$(148,072)	2.57	$(242,385)


The accompanying notes are an integral part of the financial statements F-5


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
(Unaudited)

		Six Months Ended June 30,
		2012	2011
Cash Flows from Operating Activities

Net (decrease) in net assets resulting from operations		$ (23,006)	$ (18,722)

Adjustments to reconcile net (decrease) in net assets from
	operations to net cash (used in) operating activities:
	(Decrease) in accrued expenses	(12,029)	(435)
	Net cash (used in) operating activities	(35,035)	(19,157)


Cash Flows from Financing Activities
	Increase in due to related parties	35,300	19,150
	Net cash provided by financing activities	35,300	19,150
	Net increase (decrease) in cash	265	(7)

	Cash at the beginning of the period	508	175

	Cash at the end of the period	$ 773	$ 168


The accompanying notes are an integral part of the financial statements F-6


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

1.	Nature of the Business

	Bromwell Financial Fund, Limited Partnership (the "Fund") was formed January 12, 1999 under the laws of the State of Delaware. The general partner and commodity pool operator ("CPO") of the Fund is Belmont Capital Management, Inc. ("General Partner"). The Fund was actively engaged in the speculative trading of futures contracts in commodities from its commencement of business in July 2000 to January 10, 2005, when it ceased trading.

	On October 12, 2011, the Fund filed an S-1 registration statement with the Securities and Exchange Commission at registration number 333-177268 to register $20,000,000 in Units of Limited Partnership Interests. Upon effectiveness and the subsequent sale of the $1,000,000 minimum offering amount, it will re-commence business, and Covenant Capital Management, LLC, an independent commodity trading advisor ("CTA"), will trade the equity allocated to it by the General Partner.

2.	Significant Accounting Policies

	Regulation - The Fund is a registrant with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933 (the "Act"). The Fund is subject to the regulations of the SEC and the reporting requirements of the Securities and Exchange Act of 1934. The Fund is also subject to the regulations of the Commodities Futures Trading Commission ("CFTC"), an agency of the U.S. government which regulates most aspects of the commodity futures industry, the rules of the National Futures Association ("NFA") and the requirements of various commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of futures commission merchants and interbank market makers through which the Fund trades.

	Reorganization Costs and Operating Expenses - For financial reporting purposes in conformity with U.S. Generally Accepted Accounting Principles ("GAAP"), all accumulated reorganization costs since January 10, 2005 have been expensed as incurred. The Fund has incurred $244,024 in reorganization costs from the cessation of trading on January 10, 2005 through June 30, 2012. For all other purposes, including determining the Net Asset Value per Unit for subscription and redemption purposes, the Fund will not reflect these costs in capital until after the resumption of trading. Reorganization costs will be amortized over 60 months on a straight line basis, or sooner at the General Partner's discretion. The resumption of business is contingent upon the sale of the minimum offering amount. The Fund has agreed to reimburse the General Partner, and other affiliated companies for all such expenses upon the sale of the minimum and resumption of business. All costs after the resumption of business will be paid directly by the Fund.

	Consequently, as of June 30, 2012 and December 31, 2011, the Net Asset Value and Net Asset Value per unit for financial reporting purposes and for all other purposes are as follows:

		Balance		Per Unit Calculation
		June 30,	December 31,	June 30,	December 31,
		2012	2011	2012	2011

	Net Asset Value for financial reporting purposes	$ (242,385)	$ (219,379)	$ (94,313.13)	$ (85,361.51)
	Adjustment for reorganization costs and other operating expenses	244,024	221,018	94,950.87	85,999.25
	Net Asset Value for all other purposes	$ 1,639	$ 1,639	$ 637.74	$ 637.74

	Number of Units			2.57	2.57

	Registration Costs - Costs incurred for the initial filings with the SEC, CFTC, NFA and the states where the offering was made were accumulated, deferred and charged against the gross proceeds of offering at the initial closing as part of the offering expenses. Costs to maintain the Fund's registration of its securities and recurring registration costs incurred since the cessation of trading on January 10, 2005 are treated as reorganization expenses and, accordingly, are accounted for as described above under "Reorganization Costs and Operating Expenses".

	Revenue Recognition - Futures contracts are recorded on the trade date and are reflected in the balance sheet at the difference between the original contract amount and the fair value on the last business day of the reporting period.

	Fair value of futures contracts is based upon exchange or other applicable market best available closing quotations.

	Interest income is recognized when it is earned.

	Other Income - Other income consists of $10,416 reversal of professional fees which were accrued in prior years. At June 30, 2012, it has been determined that such amount will not require payment.

F-7


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

2.	Significant Accounting Policies - Continued

	Use of Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.

	Income Taxes - The Fund is not required to provide a provision for income taxes. Income tax attributes that arise from its operations are passed directly to the individual partners. The Fund may be subject to state and local taxes in jurisdictions in which it operates.

	Management has continued to evaluate the application of Financial Accounting Standards Board Accounting Standards Codification ("ASC") 740, "Income Taxes", to the Fund and has determined that ASC 740 does not have a material impact on the Fund's financial statements. The Fund files federal and state tax returns. The 2008 through 2011 tax years generally remain subject to examination by the U.S. federal and most state tax authorities.

	Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers money market funds to be cash equivalents. Net cash used in operating activities includes no cash payments for interest or income taxes for the six months ended June 30, 2012 and 2011.

	Fund Reopening - The Fund was closed as of June 30, 2012. The Fund will reopen to new funds upon effectiveness of its registration statement.

	Fair Value Measurement and Disclosures - ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

	Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date.

	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

	Level 3 inputs are unobservable inputs for an asset or liability, including the Fund’s own assumptions used in determining the fair value of investments. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. As of and for the six months ended June 30, 2012 and year ended December 31, 2011, the Fund had no investments.

3.	General Partner Duties

	The responsibilities of the General Partner, 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 limited partnership, maintaining a current list of the names, addresses and numbers of units owned by each limited partner and taking such other actions as deemed necessary or desirable to manage the business of the Fund.

	If the daily net unit value of the Fund falls to less than 50% of the highest value earned through trading subsequent to the resumption of business, then the General Partner will immediately suspend all trading, provide all limited partners with notice of the reduction and give all limited partners the opportunity, for fifteen days after such notice, to redeem partnership interests. No trading will commence until after the lapse of the fifteen day period.

F-8


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

4.	The Limited Partnership Agreement

	The Limited Partnership Agreement provides, among other things, the following:

	Capital Account - A capital account shall be established for each partner. The initial balance of each partner's capital account shall be the amount of the initial contributions to the 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 Fund in the ratio that the balance of each account bears to the total balance of all accounts.

	Any distribution from profits or partners' capital will be made solely at the discretion of the General Partner.

	Federal Income Tax Allocations - As of the end of each fiscal year, the Fund's realized capital gain or loss and ordinary income or loss shall be allocated among the partners, after having given effect to the fees and expenses of the Fund.

	Subscriptions - Investors must submit subscription agreements and funds at least five business days prior to month end. Subscriptions must be accepted or rejected by the General Partner within five business days. The investor also has five business days to withdraw his subscription. Funds are deposited into an interest bearing escrow account and will be transferred to the Fund's account on the first business day of the month after the subscription is accepted. Interest earned on the escrow funds will accrue to the account of the investor.

	Redemptions - A limited partner may request any or all of his investment be redeemed at the net asset value as of the end of a month. The written request must be received by the General Partner no less than ten days prior to a month end. Redemptions are generally paid within twenty days of the effective month end. However, in various circumstances the General Partner may be unable to comply with the request on a timely basis. There are no fees for redemption.

5.	Fees

	The Fund will be charged various fees upon the sale of the minimum and resumption of business. These terms are currently being negotiated.

	The General Partner has reserved the right to change the fee structure at its sole discretion.

6.	Related Party Transactions

	Due to related parties at June 30, 2012 and December 31, 2011 consisted of amounts due to Ashley Capital Management, Inc., Futures Investment Company, the introducing broker, Michael Pacult, president of Futures Investment Company, and the General Partner. The balances result from operating and reorganization 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 expected to be paid back upon the resumption of trading. The following balances were outstanding as of June 30, 2012 and December 31, 2011:

			June 30,	December 31,
			2012	2011

		Futures Investment Company	$ 192,750	$ 157,450
		General Partner	27,541	27,541
		Ashley Capital Management, Inc.	3,033	3,033
		Michael Pacult	1,000	1,000

		Total due to related parties	$ 224,324	$ 189,024

	ASC 460, "Guarantees", identifies certain disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. In the normal course of business, the Fund has provided general indemnifications to the General Partner, its CTA and others when they act, in good faith, in the best interests of the Fund. The Fund is unable to develop an estimate for future payments resulting from hypothetical claims, but expects the risk of having to make any payments under these indemnifications to be remote.

7. Indemnifications

	In the normal course of business, the Fund enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The Fund expects the risk of any future obligation under these indemnifications to be remote.

F-9


Bromwell Financial Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)


8.	Financial Highlights

		Three Months Ended June 30,		Six Months Ended June 30,

		2012	2011	2012	2011
	Performance per unit (1)

	Net unit value, beginning of period	$ (90,892.08)	$ (73,099.61)	$ (85,361.51)	$ (68,436.77)

	Expenses	(3,421.05)	(2,622.28)	(8,951.62)	(7,285.12)

	Net (decrease) for the period	(3,421.05)	(2,622.28)	(8,951.62)	(7,285.12)

	Net unit value, end of period	$ (94,313.13)	$ (75,721.89)	$ (94,313.13)	$ (75,721.89)

	Net assets, end of period (000)	$ (242)	$ (195)	$ (242)	$ (195)


	Total return (2)	(3.76)%	(3.59)%	(10.49)%	(10.65)%

	Number of units outstanding at the end of the period	2.57	2.57	2.57	2.57

	Supplemental Data:
	Ratio to average net assets (3)
	Net investment (loss)	(14.78)%	(14.35)%	(19.85)%	(21.29)%
	Expenses	(32.28)%	(14.35)%	(28.84)%	(21.29)%


	Total returns are calculated based on the change in value of a unit during the period. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

	(1) Expenses are calculated based on a single unit outstanding during the period.

	(2) Not annualized

	(3) Annualized

F-10


Bromwell Financial Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Six Months Ended June 30, 2012 and 2011


*************************************************************************************************************************************************



To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete.


	/s/ Michael Pacult
	Michael Pacult
	President, Belmont Capital Management, Inc.
	General Partner
	Bromwell Financial Fund, Limited Partnership

F-11

BROMWELL FINANCIAL FUND LP - FORM 10-Q - August 20, 2012

Attached files

BROMWELL FINANCIAL FUND LP Reports