BRIDGETON TACTICAL ADVISORS FUND, LP - FORM 10-Q

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EXCEL - IDEA: XBRL DOCUMENT - BRIDGETON TACTICAL ADVISORS FUND, LP	Financial_Report.xls
EX-32.1 - EXHIBIT 32.1 - BRIDGETON TACTICAL ADVISORS FUND, LP	exh31_2.htm
EX-31.1 - EXHIBIT 31.1 - BRIDGETON TACTICAL ADVISORS FUND, LP	exh31_1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q

______________

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2013

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

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____ TO ____

Commission File No. 000-23529

BRIDGETON TACTICAL ADVISORS FUND, LP

Delaware		22-678474
(a Delaware Partnership)		(I.R.S. Employer Identification No.)

4647 Saucon Creek Road, Suite 205

Center Valley, PA 18034

(610) 366-3922

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 Q 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 Q NO 

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 the definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	Q
(do not check if a Smaller reporting company)

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

YES o NO Q

BRIDGETON TACTICAL ADVISORS FUND, LP

INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION

		Page
Item 1.	Financial Statements	1
	Statements of Financial Condition	1
	Condensed Schedules of Investments	2
	Statements of Income (Loss)	4
	Statements of Changes in Partners’ Capital (Net Asset Value)	5
	Notes to Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	18
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	20
Item 4.	Controls and Procedures	20

PART II - OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	21
Item 3.	Defaults Upon Senior Securities	21
Item 4.	Mine Safety Disclosures	21
Item 5.	Other Information	21
Item 6.	Exhibits	21

PART I - FINANCIAL INFORMATION

Item 1. Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP
STATEMENTS OF FINANCIAL CONDITION
As of March 31, 2013 (Unaudited) and December 31, 2012
____________________


	March 31,		December 31,
	2013		2012
ASSETS
Equity in futures trading accounts:
Due from brokers (including margin deposits of $1,742,578 for 2013 and $1,405,704 for 2012)	$	2,336,123	$	2,807,458
Net unrealized gains on open contracts		240,324		264,347
Net unrealized (losses) on open contracts		-		(42,250	)
		2,576,447		3,029,555
Cash and cash equivalents		12,072,231		12,357,488
Due from general partner		30,362		-
TOTAL ASSETS	$	14,679,040	$	15,387,043
LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
LIABILITIES
Prepaid subscriptions	$	-	$	9,795
Redemptions payable		115,577		59,260
Due to General Partner		-		19,980
Other accrued expenses		66,721		68,677
Accrued incentive fees		1,000		-
Accrued management fees		28,881		23,546
TOTAL LIABILITIES		212,179		181,258
PARTNERS’ CAPITAL (NET ASSET VALUE)
Limited partners - Class A (1,820.6593 and 1,886.9744 fully redeemable units at March 31, 2013 and December 31, 2012, respectively)		12,706,879		13,517,686
Limited partners - Class B (1,925.0974 and 1,808.0053 fully redeemable units at March 31, 2013 and December 31, 2012, respectively)		1,758,155		1,686,224
General partner - Class A (0.2618 fully redeemable units at March 31, 2013 and December 31, 2012)		1,827		1,875
TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)		14,466,861		15,205,785
TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)	$	14,679,040	$	15,387,043

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED SCHEDULES OF INVESTMENTS
As of March 31, 2013 (Unaudited)
____________________
LONG FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	(535	)		(0.004	)%
Currencies		(2,496	)		(0.017	)%
Energy		34,874			0.241	%
Financials		31,176			0.215	%
Metals		(280,606	)		(1.939	)%
Stock indices		9,755			0.067	%
Total long futures contracts	$	(207,832	)		(1.437	)%

SHORT FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	95,725			0.662	%
Currencies		(36,409	)		(0.252	)%
Energy		(752	)		(0.005	)%
Financials		(4,579	)		(0.032	)%
Metals		413,652			2.860	%
Stock indices		(19,481	)		(0.135	)%
Total short futures contracts	$	448,156			3.098	%
Total futures contracts	$	240,324			1.661	%

-------------
* No single contract’s value exceeds 5% of partners’ capital.

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP
CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED )
As of December 31, 2012
____________________
LONG FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	(3,627	)		(0.024	)%
Currencies		107,120			0.705	%
Energy		14,886			0.098	%
Financials		62,457			0.411	%
Metals		(57,914	)		(0.381	)%
Stock indices		(315	)		(0.002	)%
Total long futures contracts	$	122,607			0.807	%

SHORT FUTURES CONTRACTS
	Unrealized			% of
	Gain			Partners’
	(Loss), Net			Capital*
Futures Industry Sector
Commodities	$	98,922			0.651	%
Currencies		95,099			0.625	%
Energy		2,211			0.015	%
Financials		(25,531	)		(0.168	)%
Metals		(6,502	)		(0.043	)%
Stock indices		(64,709	)		(0.426	)%
Total short futures contracts	$	99,490			0.654	%
Total futures contracts	$	222,097			1.461	%
---------
* No single contract’s value exceeds 5% of partners’ capital.

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP
STATEMENTS OF INCOME (LOSS)
For the Three Months Ended March 31, 2013 and 2012
(Unaudited)
____________________
	Three Months Ended March 31,
	2013			2012
NET INVESTMENT (LOSS)
Income:
Interest income	$	2,617		$	4,353

Expenses:
Brokerage commissions		146,746			178,028
Incentive fees		1,000			-
Management fees		71,928			87,784
Professional fees		25,630			16,561
Accounting, administrative and other expenses		20,486			48,949
Total expenses		265,790			331,322
Net investment (loss)		(263,173	)		(326,969	)
TRADING PROFITS (LOSSES)
Profits (losses) on trading of futures:
Net realized (losses) on closed contracts		(139,749	)		(916,758	)
Change in net unrealized gains on open contracts		18,227			94,908
Net trading (losses)		(121,522	)		(821,850	)
NET (LOSS)	$	(384,695	)	$	(1,148,819	)
NET (LOSS) PER UNIT
(based on weighted average number of units outstanding during the period)
Class A	$	(183.79	)	$	(465.14	)
Class B - Series 1	$	(22.22	)	$	(59.36	)
Class B - Series 2	$	(22.30	)	$	(51.17	)
Class B - Series 3	$	(26.45	)	$	(63.89	)

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE )
For the Three Months Ended March 31, 2013
(Unaudited)
____________________

	CLASS A														CLASS B LIMITED PARTNERS
	General Partner					Limited Partners						Total			Series 1						Series 2						Series 3					Total
	Units		Amount			Units			Amount			Class A			Units			Amount			Units			Amount			Units		Amount			Class B			Total
PARTNERS' CAPITAL,
JANUARY 1, 2013		0.2618	$	1,875			1,886.9744		$	13,517,686		$	13,519,561			1,613.2704		$	1,534,629			147.7001		$	107,461			47.0348	$	44,134		$	1,686,224		$	15,205,785
Subscriptions		-		-			18.5023			131,271			131,271			174.6908			165,000			-			-			-		-			165,000			296,271
Redemptions		-		-			(84.8174	)		(600,394	)		(600,394	)		(42.3687	)		(39,364	)		(15.2300	)		(10,742	)		-		-			(50,106	)		(650,500	)
Net (loss)		-		(48	)		-			(341,684	)		(341,732	)		-			(38,426	)		-			(3,293	)		-		(1,244	)		(42,963	)		(384,695	)
PARTNERS' CAPITAL,
MARCH 31, 2013		0.2618	$	1,827			1,820.6593		$	12,706,879		$	12,708,706			1,745.5925		$	1,621,839			132.4701		$	93,426			47.0348	$	42,890		$	1,758,155		$	14,466,861

	Net Asset Value Per Unit
	Class A			Class B, Series 1		Class B, Series 2		Class B, Series 3
January 1, 2013	$	7,163.68	(1)	$	951.25	$	727.56	$	938.33
March 31, 2013	$	6,979.27	(2)	$	929.11	$	705.26	$	911.87
(1) Based on 1,887.2362 Class A shares
(2) Based on 1,820.9211 Class A shares

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP
STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE )
For the Three Months Ended March 31, 2012
(Unaudited)
____________________

	CLASS A														CLASS B LIMITED PARTNERS
	General Partner					Limited Partners						Total			Series 1						Series 2						Series 3					Total
	Units		Amount			Units			Amount			Class A			Units			Amount			Units			Amount			Units		Amount			Class B			Total
PARTNERS' CAPITAL,
JANUARY 1, 2012		0.2618	$	1,937			2,219.1567		$	16,413,423		$	16,415,360			1,613.6842		$	1,569,042			456.3716		$	349,771			47.0348	$	46,026		$	1,964,839		$	18,380,199
Subscriptions		-		-			13.4069			98,273			98,273			87.8713			85,000			-			-			-		-			85,000			183,273
Redemptions		-		-			(77.7707	)		(551,996	)		(551,996	)		(94.2677	)		(87,007	)		(49.0587	)		(36,610	)		-		-			(123,617	)		(675,613	)
Net (loss)		-		(122	)		-			(1,024,804	)		(1,024,926	)		-			(98,770	)		-			(22,118	)		-		(3,005	)		(123,893	)		(1,148,819	)
PARTNERS' CAPITAL,
MARCH 31, 2012		0.2618	$	1,815			2,154.7929		$	14,934,896		$	14,936,711			1,607.2878		$	1,468,265			407.3129		$	291,043			47.0348	$	43,021		$	1,802,329		$	16,739,040

	Net Asset Value Per Unit
	Class A			Class B, Series 1		Class B, Series 2		Class B, Series 3
January 1, 2012	$	7,396.24	(1)	$	972.34	$	766.42	$	978.55
March 31, 2012	$	6,931.01	(2)	$	913.50	$	714.54	$	914.66

(1) Based on 2,219.4185 Class A shares
(2) Based on 2,155.0547 Class A shares

See Notes to Financial Statements.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

1.	BASIS OF PRESENTATION
	The interim financial statements of Bridgeton Tactical Advisors Fund, LP, formerly, RFMC Tactical Advisors Fund, LP and RFMC Willowbridge Fund, L.P. (the “Partnership”), included herein, have been prepared by us without audit according to the rules and regulations of the Securities and Exchange Commission ("SEC"). Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP") and Rule 8-03 of Regulation S-X may be omitted pursuant to such rules and regulations. These financial statements should be read in conjunction with the audited financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2012 filed with the SEC. The Partnership follows the same accounting policies in the preparation of interim reports as set forth in the annual report. In the opinion of management, the financial statements reflect all adjustments, which are of a normal and recurring nature, necessary for a fair presentation of the financial position, results of operations and changes in partners’ capital for the interim periods presented. The results of operations for the three months ended March 31, 2013 and 2012 are not necessarily indicative of the results to be expected for a full year or for any other period.

2.	PARTNERSHIP ORGANIZATION
	The Partnership, a Delaware limited partnership, was organized on January 24, 1986. Prior to March 1, 2010, Willowbridge Associates, Inc (“Willowbridge”) served as the Partnership’s sole trading advisor. Effective March 1, 2010, the Partnership added Quantitative Investment Management, LLC (“QIM”) as an additional trading advisor and effective August 1, 2011, the Partnership added DPT Capital Management, LLC ("DPT") and PJM Capital ("PJM") as trading advisors. Effective March 1, 2013, the Partnership added 3D Capital Management, LLC (“3D Capital”) as a trading advisor (Willowbridge, QIM, DPT, PJM, and 3D Capital, collectively the “Trading Advisors”). Effective January 31, 2013, the Partnership terminated the relationship with DPT. From August 1, 2011 to January 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 34% to 43% to Willowbridge, 34% to 35% to QIM, 21% to 15% to PJM and 11% to 7% to DPT. From February 1, 2013 to March 1, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 47% to Willowbridge, 38% to QIM, and 15% to PJM. Effective March 1, 2013, the Partnership allocates its trading assets to the Trading Advisors: approximately 46% to Willowbridge, 36% to QIM, 12% to PJM, and 6% to 3D Capital. The General Partner, in the future, may change the allocation percentages between Willowbridge, QIM, PJM, and 3D Capital or allocate the Partnership’s assets to other trading strategies and investment programs. From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership. From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” or the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane. Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership. Bridgeton has been registered with the Commodity Futures Trading Commission (“CFTC”) pursuant to the Commodity Exchange Act (“CEA”) as a Commodity Pool Operator (“CPO”) since January 11, 2011 and has been a member of the National Futures Association (“NFA”) since January 11, 2011. The General Partner is required by the Limited Partnership Agreement, as amended and restated (the “Agreement”), to contribute $1,000 to the Partnership. In accordance with Section 5 of the Agreement, the Partnership offers separate classes of limited partnership interests, whereby interests which were issued prior to January 16, 2003 by the Partnership will be designated as Class A interests. The Partnership also offers Class B limited partnership interests through a private offering pursuant to Regulation D as adopted under section 4(2) of the Securities Act of 1933, as amended. The Partnership will offer the Class B interests up to an aggregate of $100,000,000; provided that the General Partner may increase the amount of interests that will be offered in increments of $10,000,000 after notice to the limited partners. Commissions for the Class B interests will differ from those of the Class A interests, but in all other respects the Class A interests and the Class B interests will be identical. The Class A interests and Class B interests will also be traded pursuant to the same trading programs. The Partnership shall end upon withdrawal, insolvency or dissolution of the General Partner or a decline of greater than fifty percent of the net assets of the Partnership as defined in the Agreement, or the occurrence of any event which shall make it unlawful for the existence of the Partnership to be continued.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

3.	SIGNIFICANT ACCOUNTING POLICIES

	A.	Method of Reporting The Partnership’s financial statements are prepared in accordance with U.S. GAAP. The preparation of financial statements in conformity with U.S. 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 the reported amounts of income (loss) and expenses during the reporting period. Actual results could differ from these estimates. Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), referred to as ASC or the Codification, is the single source of U.S. GAAP. The Partnership has elected not to provide a statement of cash flows as permitted under ASC Topic 230, Statement of Cash Flows.

	B.	Cash and Cash Equivalents The Partnership has defined cash and cash equivalents as cash and short-term, highly liquid investments with maturities of three months or less when acquired. Money market mutual funds, which are included in cash equivalents, are classified as Level 1 fair value estimates (unadjusted quoted prices in active markets for identical assets) under the fair value hierarchy provisions as described in ASC Topic 820, Fair Value Measurements and Disclosures. At March 31, 2013 and December 31, 2012, the Partnership had investments in money market mutual funds of $12,069,411 and $12,216,656, respectively. Interest received on cash deposits and dividends received from money market mutual funds are included as interest income and recognized on an accrual basis.

	C.	Due from Brokers Due from brokers represents deposits required to meet margin requirements and excess funds not required for margin. Due from brokers at March 31, 2013 and December 31, 2012 consisted of cash on deposit with the brokers of $2,336,123 and $2,807,458, respectively. The Partnership is subject to credit risk to the extent any broker with whom the Partnership conducts business is unable to deliver cash balances or securities, or clear securities transactions on the Partnership’s behalf. The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is remote.

	D.	Investments in Futures Contracts Investments in futures contracts are recorded on the trade date and open contracts are stated in the financial statements at their fair value on the last business day of the reporting period, based on quoted market prices. Accordingly, such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurements and Disclosures. Gains or losses are realized when contracts are liquidated, on a first-in-first-out basis. Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized (losses) on closed contracts” in the Statements of Income (Loss). As each broker has the individual right of offset, the Partnership presents the aggregate net unrealized gains with such brokers as “Net unrealized gains on open contracts” and the aggregate net unrealized losses with such brokers as “Net unrealized losses on open contracts” in the Statements of Financial Condition. The net unrealized gains on open contracts with one broker are not offset against net unrealized losses on open contracts from another broker in the Statements of Financial Condition. The unrealized gains or losses on open contracts is the difference between contract trade price and quoted market price. Any change in net unrealized gain or loss from the preceding period is reported in the Statements of Income (Loss) under the caption “Change in net unrealized gains on open contracts”. Interest income is recognized on an accrual basis.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

3.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	E.	Brokerage Commissions The Class A limited partners pay to the General Partner a flat brokerage commission of 4.0% annually of the net asset value of the Class A limited partners’ capital as of the beginning of each month. Class B limited partners pay to the General Partner a flat brokerage commission equal to the following percentages of each Series’ applicable net asset value: Series 1 – 3%, Series 2 – 6%, and Series 3 – 5%. From these amounts, the General Partner paid (1) actual trading commissions incurred by the Partnership of $41,023 and $42,089 for the three months ended March 31, 2013 and 2012, respectively, and (2) 3.0% to properly registered selling agents as their ongoing compensation for servicing Class B limited partners (and to the extent the amount is less than 3%, the brokerage commissions with respect to such Class B limited partnership interests will be reduced accordingly). Approximately 35% to 45% of the actual trading commissions incurred by the Partnership is remitted by the brokers to an Introducing Broker affiliated with Bridgeton.

		Brokerage commissions charged to each Class or Series of class were as follows:

	For the Three Months Ended
	March 31,
	2013		2012
Class A	$	132,311	$	160,459
Class B – Series 1		12,291		12,117
Class B – Series 2		1,598		4,886
Class B – Series 3		546		566
Total	$	146,746	$	178,028

		As of March 31, 2013 and December 31, 2012, $28,799 and $28,963, respectively, were due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership. The Partnership's reimbursement of brokerage commissions due from the General Partner at December 31, 2012 has been offset with management fees due to the General Partner, resulting in the net amount of $19,980 due to General Partner (see Note 3.H.).

	F.	Allocation of Income (Loss) Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, except Class or Series specific brokerage commission charges, are allocated to the partners monthly in proportion to their capital account balances, as defined in the Agreement. Class and/or Series specific commission charges are allocated monthly to the partners of the respective Class and/or Series in proportion to their respective capital account balances within the Class and/or Series.

	G.	Incentive Fees Pursuant to the Trading Advisory Agreements with Willowbridge (“Willowbridge Agreement”), QIM (“QIM Agreement”), DPT (“DPT Agreement”), PJM (“PJM Agreement”), and 3D Capital (“3D Capital Agreement”), the Trading Advisors are entitled to an incentive fee based on the New Profits or the New Net Profits, as defined in the applicable Trading Advisory Agreements, of the Partnership’s trading assets allocated to the respective Trading Advisor. The Trading Advisors earn such incentive fees on a quarterly basis, except for 3D Capital; 3D Capital is entitled to a monthly incentive fee.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

3.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	G.	Incentive Fees (Continued) Willowbridge is entitled to a quarterly incentive fee of 25% of any New Profits, as defined in the Willowbridge Agreement. The term “New Profits” for the purpose of calculating Willowbridge’s incentive fee only, is defined as the excess (if any) of (A) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of any calendar quarter (before deduction of incentive fees paid or accrued for such quarter), over (B) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of the most recent quarter for which an incentive fee was paid or payable (after deduction of such incentive fee). In computing New Profits, the difference between (A) and (B) above shall be (i) increased by the amount of any distributions or redemptions paid or accrued by the Partnership as of or subsequent to the date in (B) through the date in (A), (ii) adjusted (either decreased or increased, as the case may be) to reflect the amount of any additional allocations or negative reallocations of Partnership assets from the date in (B) to the last day of the quarter as of which the current incentive fee calculation is made, and (iii) increased by the amount of any losses attributable to redemptions. QIM is entitled to a quarterly incentive fee of 30% of any New Net Profits (as defined in the QIM Agreement) in the Partnership’s account as of each calendar quarter end. “New Net Profits”, for the purpose of calculating QIM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to QIM. The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions). In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are Net New Profits to offset such losses. DPT is entitled to a quarterly incentive fee of 10% of any New Trading Profits (as defined in the DPT Agreement) in the Partnership’s account as of each calendar quarter end. “New Trading Profits”, for the purpose of calculating DPT’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to DPT. The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions). In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are New Trading Profits to offset such losses. PJM is entitled to a quarterly incentive fee of 20% of any New Trading Profits (as defined in the PJM Agreement) in the Partnership’s account as of each calendar quarter end. “New Trading Profits”, for the purpose of calculating PJM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to PJM. The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions). In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are Net New Profits to offset such losses. 3D Capital is entitled to a monthly incentive fee of 15% of any New Net Profits (as defined in the 3D Capital Agreement) in the Partnership’s account as of each calendar month end. “New Net Profits,” for the purpose of calculating 3D Capital’s incentive fee, is defined as 1) all realized gains and losses; plus 2) the change in the value of open positions during the month; plus 3) interest earned in any account; minus 4) all commissions, transaction and other expenses incurred during the period, including management fees and accounting fees. If New Net Profits for a month are negative, no incentive fee shall be generated, and the negative amount shall constitute a "carryforward loss" for the beginning of the next month, and shall not be added to any carryforward loss since the last incentive fee was earned. 3D Capital shall not earn additional incentive fees until New Net Profits generated since the last incentive fee was earned. The effect of this calculation prevents the Advisor from earning incentive fees on the recoupment of prior losses. There were no incentive fees earned by Willowbridge, QIM, DPT or PJM for the three months ended March 31, 2013 and 2012. Incentive fees earned by 3D Capital were $1,000 for the three months ended March 31, 2013. As of March 31, 2013, $1,000 was due to 3D Capital.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

3.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	H.	Management Fees Effective January 1, 2012, the General Partner charges a management fee each beginning of month at 1/12 of 1% of the Partnership’s net assets as the beginning of the respective month. For the three months ended March 31, 2013 and 2012, the Partnership recorded management fee expense earned by the General Partner of $37,549 and $44,960, respectively. At December 31, 2012, $48,943 in management fees was due to the General Partner. Such due to the General Partner amount is reported net of brokerage commissions reimbursement due to the Partnership at December 31, 2012 (see Note 3.E.). In addition to the management fee paid to the General Partner, the Partnership pays Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year) of the net asset value of the Partnership’s trading assets allocated to Willowbridge. These fees amounted to $19,815 and $16,204 for the three months ended March 31, 2013 and 2012, respectively. As of March 31, 2013 and December 31, 2012, $19,815 and $18,173, respectively, were due to Willowbridge. The Partnership pays PJM a monthly trading advisor management fee of 0.166% (2% per year) of the Partnership’s trading assets allocated to PJM. These fees amounted to $12,174 and $21,838 for the three months ended March 31, 2013 and 2012, respectively. As of March 31, 2013 and December 31, 2012, $7,806 and $4,236, respectively, were due to PJM. The Partnership pays DPT a monthly trading advisor management fee of 0.083% (1% per year) of the Partnership’s trading assets allocated to DPT. These fees amounted to $1,130 and $4,782 for the three months ended March 31, 2013 and 2012, respectively. As of March 31, 2013 and December 31, 2012, $0 and $1,137, respectively, were due to DPT. The Partnership pays 3D Capital a monthly trading advisor management fee of 0.125% (1.5% per year) of the net asset value of the Partnership’s trading assets allocated to 3D Capital. These fees amounted to $1,260 for the three months ended March 31, 2013. As of March 31, 2013, $1,260 was due to 3D Capital. QIM is not paid a trading advisor management fee.

	I.	Income Taxes No provision for income taxes has been provided in the accompanying financial statements as each partner is individually liable for taxes, if any, on his or her share of the Partnership’s profits. The Partnership applies the provisions of Codification Topic 740, Income Taxes, which prescribe the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. This accounting standard requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current period. The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense. The General Partner has concluded there is no tax expense or interest expense related to uncertainties in income tax positions for the three months ended March 31, 2013 and 2012. The Partnership files U.S. federal and state tax returns. The 2010 through 2012 tax years generally remain subject to examination by U.S. federal and most state authorities.

	J.	Subscriptions Partnership units may be purchased on the first day of each month at the net asset value per unit determined on the last business day of the previous month. Partners’ contributions received in advance for subscriptions are recorded as prepaid subscriptions in the Statements of Financial Condition.

	K.	Redemptions Limited partners may redeem some or all of their units at net asset value per unit as of the last business day of each month with at least ten days written notice to the General Partner.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

3.	SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

	L.	Foreign Currency Transactions The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the Statements of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains (losses) resulting from the translation to U.S. dollars totaled $1,217 and $(156) for the three months ended March 31, 2013 and 2012, respectively, and are reported as a component of “Net realized (losses) on closed contracts” in the Statements of Income (Loss).

	M.	Recently Issued Accounting Pronouncements In December 2011, the FASB issued Accounting Standards Update No. 2011-11 (“ASU 2011-11”), entitled Balance Sheet (Topic 210) – Disclosures about Offsetting Assets and Liabilities. ASU 2011-11 enhances current disclosures about financial instruments and derivative instruments that are either offset on the statement of financial condition or subject to an enforceable master netting arrangement or similar agreement, irrespective of whether they are offset on the statement of financial condition. Entities are required to provide both net and gross information for these assets and liabilities in order to facilitate comparability between financial statements prepared on the basis of U.S. GAAP and financial statements prepared in accordance with International Financial Reporting Standards. ASU 2011-11 is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. In January 2013, the FASB issued Accounting Standards Update No. 2013-01 ("ASU 2013-01"), entitled Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities, which highlights the scope of transactions that arc subject to the disclosures about offsetting. The standard clarifies that ordinary trade receivables and payables are not in the scope of ASU 201l-l1, discussed above, but applies only to derivatives, repurchase agreements and reverse purchase agreements, and securities borrowing and securities lending transactions that are either offset in accordance with specific criteria contained in the Codification or subject to a master netting arrangement or similar agreement. The standard will enable users of financial statements to understand the effect that offsetting and related arrangements have on an entity's financial position. ASU 2013-01 is effective for annual reporting periods beginning on or after January l, 2013, and interim periods within those annual periods, with required disclosures, presented/retrospectively, for all comparative periods presented. The Partnership's adoption of ASU 2011-11 and ASU 2013-01 had no material impact on the Patrnership's financial statements. See Note 5., Derivative Instruments for disclosures required pursuant to the Partnership's adoption of ASU 2011-11 and ASU 2013-01.

	N.	Indemnifications The Partnership has entered into agreements which provide for the indemnifications against losses, costs, claims and liabilities arising from the performance of its obligations under such agreements, except for gross negligence or bad faith. The Partnership’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership generally expects the risk of loss from indemnification claims in the future to be remote.

4.	FAIR VALUE

	Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price). The fair value hierarchy, as more fully described in ASC Topic 820, Fair Value Measurements and Disclosures, prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value. Investments measured and reported at fair value are classified and disclosed in one of the following categories: Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 are publicly traded investments. As required by ASC Topic 820, Fair Value Measurements and Disclosures, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price. Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

4.	FAIR VALUE (CONTINUED)

	Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The General Partner’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Partnership recognizes transfers, if any, between fair value hierarchy levels at the beginning of the reporting period. There were no transfers into or out of the fair value hierarchy levels during the three months ended March 31, 2013 and the year ended December 31, 2012. The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels. Fair value is presented on a gross basis even though certain assets and liabilities qualify for net presentation in the Statements of Financial Condition:

	As of March 31, 2013
	Total			Level 1			Level 2		Level 3
Assets
Futures contracts	$	700,019		$	700,019			N/A		N/A
Money market mutual funds		12,069,411			12,069,411			N/A		N/A
Total investment assets	$	12,769,430		$	12,769,430
Liabilities
Futures contracts	$	(459,695	)	$	(459,695	)		N/A		N/A
Total investment liabilities	$	(459,695	)	$	(459,695	)

	As of December 31, 2012
	Total			Level 1			Level 2		Level 3
Assets
Futures contracts	$	529,242		$	529,242			N/A		N/A
Money market mutual funds		12,216,656			12,216,656			N/A		N/A
Total investment assets	$	12,745,898		$	12,745,898
Liabilities
Futures contracts	$	(307,145	)	$	(307,145	)		N/A		N/A
Total investment liabilities	$	(307,145	)	$	(307,145	)

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

5.	DERIVATIVE INSTRUMENTS

	The Partnership engages in the speculative trading of futures contracts in currencies, financials and a wide range of commodities, among others (collectively “derivatives”) for the purpose of achieving capital appreciation. Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments as defined in ASC Topic 815, Derivatives and Hedging. The Partnership's derivative contracts held at March 31, 2013 and December 31, 2012 are subject to master netting agreements with the Partnership's brokers. Under provisions of ASC Topic 815, Derivatives and Hedging, entities are required to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial condition. Investments in futures contracts are reported in the Statements of Financial Condition as “Net unrealized gains on open contracts” or “Net unrealized (losses) on open contracts.” The fair value of the Partnership's derivative contracts is presented below on a gross basis as an asset if in a gain position and a liability if in a loss position.

	As of March 31, 2013
Futures contracts	Assets		Liabilities			Net
Commodities	$	138,253	$	(43,063	)	$	95,190
Currencies		12,472		(51,377	)		(38,905	)
Energy		41,587		(7,465	)		34,122
Financials		71,780		(45,183	)		26,597
Metals		415,477		(282,431	)		133,046
Stock indices		20,450		(30,176	)		(9,726	)
Total derivative contracts	$	700,019	$	(459,695	)	$	240,324

	As of December 31, 2012
Futures contracts	Assets		Liabilities			Net
Commodities	$	111,640	$	(16,345	)	$	95,295
Currencies		229,560		(27,341	)		202,219
Energy		17,878		(781	)		17,097
Financials		72,645		(35,719	)		36,926
Metals		78,979		(143,395	)		(64,416	)
Stock indices		18,540		(83,564	)		(65,024	)
Total derivative contracts	$	529,242	$	(307,145	)	$	222,097

The Partnership's derivative asset and liability balances, as shown above before and after the effects of offsetting, are presented in the Statements of Financial Condition as net unrealized gains on open contracts of $240,324 at March 31, 2013. At December 31, 2012, the Partnership had derivative assets of $441,130 and offsetting liabilities of $(176,783) with one broker, and derivative assets of $88,112 offsetting liabilities of $(130,362) with another broker. Such derivative assets and liabilities, net of offsets, are presented in the statements of Financial Condition as net unrealized gains on open contracts of $264,347 and net unrealized (losses) on open contracts of $(42,250), respectively at December 31, 2012.

Realized gains and losses, as well as any change in net unrealized gains or losses on open contracts from the preceding period, are recognized as part of the Partnership’s trading profits and losses in the Statements of Income (Loss).

The Partnership’s trading results and information related to the volume of the Partnership’s derivative activity by market sector were as follows:

	For the three months ended March 31, 2013
	Net Realized			Change in			Net			Number of
	Gains			Net Unrealized			Trading			Closed
	(Losses)			Gains (Losses)			Profits (Losses)			Contracts
Commodities	$	(75,812	)	$	(105	)	$	(75,917	)		728
Currencies		414,718			(241,124	)		173,594			984
Energy		46,039			17,025			63,064			372
Financials		(350,295	)		(10,329	)		(360,624	)		2,856
Metals		(71,557	)		197,462			125,905			462
Stock indices		(102,842	)		55,298			(47,544	)		3,492
Total gain (loss) from derivatives trading	$	(139,749	)	$	18,227		$	(121,522	)		8,894

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

DERIVATIVE INSTRUMENTS (CONTINUED)

	For the three months ended March 31, 2012
	Net Realized			Change in			Net			Number of
	Gains			Net Unrealized			Trading			Closed
	(Losses)			Gains (Losses)			Profits (Losses)			Contracts
Commodities	$	(437,712	)	$	264,428		$	(173,284	)		2,198
Currencies		(89,057	)		(2,781	)		(91,838	)		1,492
Energy		332,223			(2,336	)		329,887			570
Financials		(869,823	)		(10,957	)		(880,780	)		4,728
Metals		45,580			(197,627	)		(152,047	)		352
Stock indices		102,031			44,181			146,212			1,060
Total gain (loss) from derivatives trading	$	(916,758	)	$	94,908		$	(821,850	)		10,400

	The number of contracts closed for futures contracts represents the number of contract half-turns during the three months ended March 31, 2013 and 2012.

	A.	Market Risk The Partnership engages in the speculative trading of futures contracts (“derivatives”). Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the level of volatility of interest rates, foreign currency exchange rates or market values of the underlying financial instruments or commodities may result in cash settlements in excess of the amounts recognized in the Statements of Financial Condition. The Partnership’s exposure to market risk is directly influenced by a number of factors, including the volatility of the markets in which the financial instruments are traded and the liquidity of those markets.

	B.	Fair Value The derivative instruments used in the Partnership’s trading activities are reported at fair value with the resulting unrealized gains (losses) recorded in the Statements of Financial Condition and the related trading profits (losses) reflected in “Trading Profits (Losses)” in the Statements of Income (Loss). Open contracts generally mature within 90 days; as of March 31, 2013 and December 31, 2012, the latest maturity dates for open contracts are March 2014 and December 2013, respectively.

	C.	Credit Risk Futures are contracts for delayed delivery of financial interests in which the seller agrees to make delivery at a specified future date of a specified financial instrument at a specified price or yield. Risk arises from changes in the fair value of the underlying instruments. The purchase and sale of futures contracts requires certain margin deposits with the brokers. Additional deposits may be necessary for any loss on contract fair value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker's proprietary activities. A customer's cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the broker's segregation requirements. In the event of a broker's insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited with such brokers ("counterparties"). The Partnership’s counterparties are major brokerage firms and banks located in the United States, or their foreign affiliates. Credit risk due to counterparty nonperformance associated with futures contracts is reflected in the cash on deposit with brokers and the unrealized gains on open contracts held by such counterparties, if any, included in Note 5. The Partnership has a substantial portion of its assets on deposit with brokers and other financial institutions in connection with its trading of derivative contracts and its cash management activities. Assets deposited with brokers and other financial institutions in connection with the Partnership's trading of derivative contracts are partially restricted due to deposit or margin requirements. In the event of a financial institution's insolvency, recovery of Partnership assets on deposit may be limited to account insurance or other protection afforded such deposits.

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

5.	DERIVATIVE INSTRUMENTS (CONTINUED)

	D.	Risk Monitoring Due to the speculative nature of the Partnership’s derivatives trading, the Partnership is subject to the risk of substantial losses from derivatives trading. The General Partner actively assesses, manages, and monitors risk exposure on derivatives on a contract basis, a market sector basis, and on an overall basis in accordance with established risk parameters. The Limited Partners bear the risk of loss only to the extent of the fair value of their respective investments and, in certain specific circumstances, distributions and redemptions received.

6.	FINANCIAL HIGHLIGHTS The following information presents per unit operating performance data and other supplemental financial data for the three months ended March 31, 2013 and 2012. The information has been derived from information presented in the financial statements.

	Three Months Ended March 31, 2013
				Class B			Class B			Class B
	Class A			Series 1			Series 2			Series 3
Per Unit Operating Performance
(for a Unit outstanding for the entire period)

Net Asset Value, beginning of the period	$	7,163.68		$	951.25		$	727.56		$	938.33

(Loss) from operations
Net investment (loss)		(126.31	)		(14.45	)		(16.41	)		(18.86	)
Net trading (loss)		(58.10	)		(7.69	)		(5.89	)		(7.60	)
Net (loss)		(184.41	)		(22.14	)		(22.30	)		(26.46	)

Net Asset Value, end of the period	$	6,979.27		$	929.11		$	705.26		$	911.87

Total Return (1) (4)		(2.57	)%		(2.33	)%		(3.07	)%		(2.82	)%

Total Return excluding incentive fees (2) (4)		(2.56	)%		(2.32	)%		(3.06	)%		(2.81	)%

Supplemental Data

Ratios to average net asset value

Expenses excluding incentive fees (3) (5)		7.23	%		6.32	%		9.43	%		8.19	%
Incentive fees (4)		0.01	%		0.01	%		0.01	%		0.01	%
Total expenses		7.24	%		6.33	%		9.44	%		8.20	%
Net investment (loss) (3) (5)		(7.16	)%		(6.25	)%		(9.36	)%		(8.12	)%

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2013 and 2012

(Unaudited)

_______________

FINANCIAL HIGHLIGHTS (CONTINUED)

	Three Months Ended March 31, 2012
				Class B			Class B			Class B
	Class A			Series 1			Series 2			Series 3
Per Unit Operating Performance
(for a Unit outstanding for the entire period)

Net Asset Value, beginning of the period	$	7,396.24		$	972.34		$	766.42		$	978.55

(Loss) from operations
Net investment (loss)		(132.97	)		(15.30	)		(17.53	)		(19.98	)
Net trading (loss)		(332.26	)		(43.54	)		(34.35	)		(43.91	)
Net (loss)		(465.23	)		(58.84	)		(51.88	)		(63.89	)

Net Asset Value, end of the period	$	6,931.01		$	913.50		$	714.54		$	914.66

Total Return (1) (4)		(6.29	)%		(6.05	)%		(6.77	)%		(6.53	)%

Supplemental Data

Ratios to average net asset value

Total expenses (3)		7.54	%		6.64	%		9.66	%		8.51	%
Net investment (loss) (3)		(7.45	)%		(6.54	)%		(9.56	)%		(8.41	)%

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

____________________

(1)	Total return is derived as ending net asset value less beginning net asset value divided by beginning net asset value, and excludes the effect of sales commissions and initial administrative charges on subscriptions.

(2)	Total return excluding incentive fees is derived by dividing the sum of net income per unit plus the incentive fees per unit by opening net asset value per unit.

(3)	Annualized.

(4)	Not annualized.

(5)	Net investment (loss) ratios exclude the effect of incentive fees.

*****

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

Bridgeton Tactical Advisors Fund, LP (the “Partnership”) engages in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts, and forward contracts (“Commodity Interests”). The Partnership may also invest in entities (including without limitation other partnerships, separate managed accounts, exchange traded funds or other types of funds) that primarily trade in exchange traded securities, options on exchange traded securities, exchange traded funds or Commodity and Futures Contracts. From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership. From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” or the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane. Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership. The General Partner has selected Willowbridge Associates Inc. (“Willowbridge”), Quantitative Investment Management LLC (“QIM”), PJM Capital (“PJM”), DPT Capital Management LLC (“DPT”), and 3D Capital Management LLC (“3D Capital”), (collectively the “Advisors”) as the Partnership’s trading advisors. Certain principals of the Partnership are also principals of DPT. The Partnership's advisory agreement with DPT was discontinued effective January 31, 2013.

The success of the Partnership is dependent upon the ability of the Advisors to generate trading profits through the speculative trading of Commodity Interests sufficient to produce capital appreciation after payment of all fees and expenses. Future results will depend in large part upon the Commodity Interests markets in general, the performance of the Advisors, the amount of additions and redemptions and changes in interest rates. Due to the leveraged nature of the Partnership’s trading activity, small price movements in Commodity Interests may result in substantial gains or losses to the Partnership. Because of the nature of these factors and their interaction, past performance is not indicative of future results. As a result, any recent increases in net realized or unrealized gains may have no bearing on any results that may be obtained in the future.

The Partnership incurs substantial charges from the payment of brokerage commissions to the General Partner, payment of management and incentive fees to Willowbridge, PJM, DPT, and 3D Capital and incentive fees to QIM , payment of management fees to the General Partner and administrative expenses. The Partnership is required to make trading profits to avoid depleting and exhausting its assets from the payment of such fees and expenses.

Since the Partnership’s inception in April 1991 through March 1, 2010, the General Partner allocated the Partnership’s capital entirely to Willowbridge’s Primary Program. On March 1, 2010, the General Partner made an allocation of $20 million (approximately 35% of the net assets of the Partnership as of March 1, 2010) to QIM’s Global Program. Effective August 1, 2011, the Partnership added DPT Capital Management, LLC (“DPT”) and PJM Capital (“PJM”) as trading advisors. Effective March 1, 2013, the Partnership added 3D Capital Management, LLC (“3D Capital”) as a trading advisor (Willowbridge, QIM, DPT, PJM, and 3D Capital, collectively the “Trading Advisors”). Effective January 31, 2013, the Partnership terminated the relationship with DPT. From August 1, 2011 to January 31, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 34% to 43% to Willowbridge, 34% to 35% to QIM, 21% to 15% to PJM and 11% to 7% to DPT. From February 1, 2013 to March 1, 2013, the Partnership allocated its trading assets to the Trading Advisors: approximately 47% to Willowbridge, 38% to QIM, and 15% to PJM. Effective March 1, 2013, the Partnership allocates its trading assets to the Trading Advisors: approximately 47% to Willowbridge, 38% to QIM, 12% to PJM, and 6% to 3D Capital. The General Partner believes that the combination of several investment strategies and global market exposure reduces the Partnership’s dependence on the success of any single strategy while positioning the Partnership to participate in economic trends in different markets. Nonetheless, in many cases the markets traded by the individual trading strategies overlap and the positions held by the Partnership at any particular point in time may result in different concentrations in any group of markets, which may reduce the diversification of the Partnership’s investments. These firms offer what we believe to be unique approaches that complement each other. Willowbridge’s Primary Program utilizes trading strategies that focus on capturing directional price movements over medium to longer term time horizons. QIM’s Global Program utilizes multiple trading strategies over various time horizons, particularly shorter timeframes. PJM Capital began its research and proprietary test trading in 2003, culminating in new models built around volatility mean reversion and nonlinear position sizing consistent with markets as representations of Complex Adaptive Systems. DPT Capital Management’s investment approach is quantitative and highly systematic and is based on founder Prof. John M. Mulvey’s innovative risk management and portfolio allocation technology known as Dynamic Portfolio Tactics™. 3D Capital’s 3D Bull Program and 3D Blend Program employ a systematic, disciplined approach that attempts to recognize and take advantage of market trends through the use of technical analysis examining multiple asset classes price and time series, correlations and time zones in an effort to predict futures price movements in the S&P 500.

The General Partner seeks to limit market and credit risks by monitoring daily income and margin levels. The General Partner also relies upon the risk management strategies inherent in the Advisors’ trading programs. In the future, the General Partner may utilize additional strategies or appoint additional advisors to trade on behalf of the Partnership.

Class A Interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.33% of the net asset value of the Class A Interests as of the beginning of each month (a 4.0% annual rate).

Class B Interests pay to the General Partner commissions of up to 6.0% annually of the net asset value of the Class B partners’ capital. The General Partner will pay up to 3.0% from this amount to properly registered selling agents as their compensation, and to the extent the amount is less than 3.0% the brokerage fee with respect to such Class B limited partnership interests will be reduced accordingly. The General Partner pays from this amount all commission charges and fees with respect to the Partnership’s trading in Commodity Interests. The flat-rate monthly commission is common among programs such as the Partnership.

Summary of Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Partnership’s financial statements. The critical accounting estimates and related judgments underlying the Partnership’s financial statements are summarized below. In applying these policies, management makes judgments that frequently require estimates about matters that are inherently uncertain. The Partnership’s significant accounting policies are described in detail in Note 3 of the Notes to Financial Statements.

Investments in commodity futures, options and forward contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period. The difference between the original cost basis of the contract and fair value is recorded in income as a net unrealized gain or loss on open contracts in the Statements of Financial Condition. Realized gains and losses on closed contracts are recorded on a first-in-first-out basis. Interest income is recognized on an accrual basis. All Commodity Interests and other financial instruments are recorded at fair value in the financial statements. Fair value is based on quoted market prices or estimates of fair value.

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of “Trading Profits (Losses)” in the Statements of Income (Loss). Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price.

Results of Operations

Comparison of the Three Months Ended March 31, 2013 and 2012

For the quarter ended March 31, 2013 the Partnership had total losses comprised of net trading losses representing $(139,749) in realized losses on closed contracts, and $18,227 in change in net unrealized gains (losses) on open contracts, and $2,617 in interest income. For the same quarter in 2012, the Partnership had total losses comprised of net trading losses representing $(916,758) in realized losses on closed contracts, and $94,908 in change in net unrealized gains (losses) on open contracts, and $4,353 in interest income.

In January 2013, the Partnership had a loss. The Partnership had losses in S&P 500, global interest rates and gold; the Partnership had gains in Euro currency, Japanese yen, and energies. The Partnership recorded a net loss of $(126,127). In February 2013, trading was unprofitable as the Partnership generated losses in its Euro currency, soybean and US interest rate positions; the Partnership had some offsetting gains in metals, British pound and Canadian dollar. The Partnership recorded a net loss of $(53,394). In March 2013, trading was unprofitable. The Partnership had losses in US interest rates, Euro currency, and Japanese yen; the Partnership had some offsetting gains S&P 500, copper and wheat. The Partnership recorded a net loss of $(205,174).

In January 2012, the Partnership had a loss. The Partnership had losses in US interest rates, the Euro currency, and crude oil; the Partnership had gains in RBOB gasoline, natural gas and copper. The Partnership recorded a net loss of $(413,410). In February 2012, trading was unprofitable as the Partnership generated losses in its US interest rate and orange juice positions; the Partnership had some offsetting gains in Japanese yen, energy and soybeans. The Partnership recorded a net loss of $(49,164). In March 2012, trading was unprofitable. The Partnership had losses in European debt instruments, the Canadian dollar and wheat; the Partnership had some offsetting gains in Japanese yen, soybeans and coffee. The Partnership recorded a net loss of $(686,245).

For the quarter ended March 31, 2013, the Partnership had expenses comprised of $146,746 in brokerage commissions (including clearing and exchange fees), $1,000 in incentive fees, $71,928 in management fees, $25,630 in professional fees and $20,486 in accounting, administrative and other expenses. For the same quarter in 2012, the Partnership had expenses comprised of $178,028 in brokerage commissions (including clearing and exchange fees), $87,784 in management fees, $16,561 in professional fees and $48,949 in accounting, administrative and other expenses. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital subscriptions and redemptions. Accounting and administrative expenses consist primarily of professional fees and other expenses relating to the Partnership’s reporting requirements under the Securities Exchange Act of 1934, as amended.

As a result of the activity discussed above, the Partnership recorded a net loss of $(384,695) for the quarter compared to a net loss of $(1,148,819) for the same quarter in 2012.

At March 31, 2013, the net asset value of the Partnership was $14,466,861, compared to its net asset value of $15,205,785 at December 31, 2012.

During the quarter ended March 31, 2013, the Partnership had no credit exposure to counterparties that are participants of foreign commodities exchanges or to counterparties dealing in over the counter contracts which is considered to be material.

Liquidity and Capital Resources

In general, each Advisor trades only those Commodity Interests that have sufficient liquidity to enable it to enter and close out positions without causing major price movements. Notwithstanding the foregoing, most United States commodity exchanges limit the amount by which certain commodities may move during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Pursuant to such regulations, no trades may be executed on any given day at prices beyond daily limits. The price of a futures contract occasionally has exceeded the daily limit for several consecutive days, with little or no trading, thereby effectively preventing a party from liquidating its position. While the occurrence of such an event may reduce or eliminate the liquidity of a particular market, it will not eliminate losses and may, in fact, substantially increase losses because of the inability to liquidate unfavorable positions. In addition, if there is little or no trading in a particular futures or forward contract that the Partnership is trading, whether such liquidity is caused by any the above reasons or otherwise, the Partnership may be unable to liquidate its position prior to its expiration date, thereby requiring the Partnership to make or take delivery of the underlying interests of the Commodity Interests.

The Partnership’s capital resources are dependent upon three factors: (a) the income or losses generated by the Advisors; (b) the capital invested or redeemed by the limited partners; and (c) the capital invested or redeemed by the General Partner. The Partnership sells limited partnership units to investors from time to time in private placements pursuant to Regulation D of the Securities Act of 1933, as amended. As of the last day of any month, a limited partner may redeem all of its limited partnership units on 10 days’ prior written notice to the General Partner.

The General Partner is required to contribute $1,000 to the Partnership. All capital contributions by the General Partner necessary to maintain such capital account balance are evidenced by units of general partnership interest, each of which has an initial value equal to the net asset value per unit at the time of such contribution. The General Partner may withdraw any excess above its required capital contribution without notice to the limited partners and may also contribute any greater amount to the Partnership.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4. Controls and Procedures

The President of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures, which are designed to ensure that the Partnership records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, the General Partner concluded that, as of March 31, 2013 the Partnership’s disclosure controls are effective and ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 are accumulated and communicated to management of the General Partner (which consists of the principals of the General Partner) to allow timely decisions regarding required disclosure. During the first quarter of 2013, there were no changes in the Partnership’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially effect, the Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The General Partner is not aware of any pending legal proceedings to which the Partnership or the General Partner is a party or to which any of their assets are subject.

Item 1A. Risk Factors

Not required.

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

There currently is no established public trading market for the Limited Partnership Units. As of March 31, 2013, 3,746.0185 Partnership Units were held by 270 Limited Partners and the General Partner. All of the Limited Partnership Units are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold unless registered under the Securities Act or sold in accordance with an exemption therefrom, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. Pursuant to the Partnership Agreement, the General Partner has the sole discretion to determine whether distributions (other than on redemption of Limited Partnership Units), if any, will be made to partners. The Partnership has never paid any distributions and does not anticipate paying any distributions to partners in the foreseeable future. From January 1, 2013 through March 31, 2013, a total of 193.1931 Partnership Units were subscribed for the aggregate subscription amount of $296,271. The monthly subscriptions of these Partnership Units are as follows:

Date of Subscription	Amount of Subscriptions
January 2013	$	12,139
February 2013	$	232,098
March 2013	$	52,034

Investors in the Partnership who subscribed through a selling agent may have been charged a sales commission at a rate negotiated between such selling agent and the investor. Such sales commission in no event exceeded 3% of the subscription amount. All of the sales of Partnership Units were exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

31.1 Rule 13a - 14(a)/15d-14(a) Certification

32.1 Section 1350 Certification

EX-101.INS	XBRL Instance Document
EX-101.SCH	XBRL Taxonomy Extension Schema
EX-101.CAL	XBRL Taxonomy Extension Calculation Linkbase
EX-101.DEF	XBRL Taxonomy Extension Definition Linkbase
EX-101.LAB	XBRL Taxonomy Extension Label Linkbase
EX-101.PRE	XBRL Taxonomy Extension Linkbase

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.

		BRIDGETON TACTICAL ADVISORS FUND, LP


Date: May 15, 2013		By: Bridgeton Fund Management LLC Its: General Partner


		By: /s/ Stephen J. Roseme Stephen J. Roseme, Chief Executive, Principal Executive Officer and Principal Financial Officer

Attached files

BRIDGETON TACTICAL ADVISORS FUND, LP Reports

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