Item 1. Business
On March 16, 2000, the registration statement filed by Bromwell Financial Fund, Limited Partnership, (the "Fund") with the Securities and Exchange Commission (the "SEC"), which incorporated the disclosure document filed with the Commodity Futures Trading Commission (the "CFTC") was declared effective. Offers and sales of the Fund's limited partnership interests (the "Units") at the initial price of $1,000 per Unit commenced on that date to residents of the States selected by the General Partner. As of July 11, 2000, the Fund had sold in excess of the $700,000 in face amount of Units, the amount required to break escrow and deliver the sales proceeds to the Fund accounts to permit it to commence the speculative trading of commodity futures. Trading commenced in July, 2000. See the financial statements for the total value of the Fund and the NAV as of the date of the statements.
The General Partner suspended trading on January 10, 2005, and all but one limited partner has redeemed its Units. Subsequently, Michael Pacult resigned as the individual general partner, but remains the principal of the Corporate General Partner.
The Partnership will sell the balance of un-issued registered securities of $4,474,938, as of December 31, 2006, until the total amount of registered securities, $7,000,000, is sold or the offering terminates. Upon the sale of $1,000,000 in Units, the Fund will recommence trading with NuWave Investment Corp., 1099 Mount Kemble Avenue, Morristown, New Jersey 07960, as sole CTA. The General Partner, in its sole discretion selects the CTA and the amount of equity assigned to the CTAs, from time to time
The trades for the Fund are selected and placed with the futures commission merchant ("FCM"), i.e., clearing broker, for the account of the Fund by one or more CTAs selected by the General Partner of the Fund. Initially, the Fund account was traded solely by Ansbacher Investment Management, Inc., then later by both Ansbacher and Mangin Capital Management, Inc. Effective November 1, 2003, the General Partner replaced the two CTAs with a single CTA, Fall River Capital Management, Inc., which remained the sole trader throughout the year 2004, but was terminated January 10, 2005. The books and records of the trades placed by the CTA in the Fund's trading account are kept and are available for inspection by the Partners at the office of Investor Services, 500 Park Avenue #114, Lake Villa, IL 60046. Fall River was paid a management fee of one percent (1%) of the equity assigned to it to manage plus an incentive fee of twenty percent (20%) of New Net Profit, as that term is defined in the Partnership Agreement which governs the operation of the Fund, payable quarterly. NuWave will be paid a three percent (3%) annual management fee and an incentive fee of twenty percent (20%). The Fund Partnership Agreement is included as Exhibit A to the Prospectus delivered to the prospective investors and filed as part of the Registration Statement. The Partnership Agreement defines the terms of operation of the Fund and is incorporated herein by reference. By Form 8-K filed October 26, 2006, as amended November 2, 2006, which is incorporated herein by reference, the Fund disclosed the change of auditor from Frank L. Sassetti & Co. 6611 W. North Avenue, Oak Park, Illinois 60302-1043, to the CPA firm of Jordan, Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069. There were no adverse events that motivated the change in bookkeepers or auditors.
None of the purchasers of Limited Partnership Units has a voice in the management of the Partnership. Reports of the Net Asset Value of the Partnership are sent to all Limited Partners at the end of each month.
Belmont Capital Management, Inc., the corporate General Partner and commodity pool operator, provides all clearing costs, including pit brokerage fees, which include floor brokerage, NFA and exchange fees for domestic trades for a seven twelfths of one percent (7/12%) of the total value of the Fund available for trading in the Fund's account at the FCM per month [seven percent (7%) per year]. Trades made on foreign exchanges are charged directly to the Fund. Belmont is also paid a monthly management fee of one third of one percent (1/3%) of the net asset value of the Fund [four percent (4%) per year]. The independent FCM is selected by the General Partner to hold the Fund's trading equity and place the trades as directed by the CTA pursuant to a power of attorney and advisory agreement granted by the Fund. The CTA agreements are terminable at the will of the parties.
The sale of Units is regulated by Securities Act of 1933 and the Commodity Exchange Act. Once the Units are issued, the operation of the Fund is subject to regulation pursuant to the Securities and Exchange Act of 1934 and the Commodity Exchange Act. The U.S. Securities and Exchange Commission and the Securities Commissions and securities acts of the several States where its Units are offered and sold have jurisdiction over the operation of the Fund. The National Futures Association has jurisdiction over the operation of the General Partner and the Commodity Trading Advisors. This regulatory structure is not intended, nor does it, protect investors from the risks inherent in the trading of futures and options.
Item 1A.
Item 1A. Risk Factors
The trading of futures, options on futures and other commodities related investments is highly speculative and risky. You should make an investment in the Fund only after consulting with independent, qualified sources of investment and tax advice and only if your financial condition will permit you to bear the risk of a total loss of your investment. You should consider an investment in the Units only as a long-term investment. Moreover, to evaluate the risks of this investment properly, you must familiarize yourself with the relevant terms and concepts relating to commodities trading and the regulation of commodities trading, which are discussed in the Risk Factors section of the Registration Statement, which is incorporated herein by reference.
You should carefully consider all the information we have included or incorporated by reference in this Form 10-K and our subsequent periodic filings with the SEC. In particular, you should carefully consider the risk factors described above and read the risks and uncertainties as set forth in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" Section of this Form 10-K. Any of the heretofore mentioned risks and uncertainties could materially adversely affect the Fund, its trading activities, operating results, financial condition and Net Asset Value and therefore could negatively impact the value of your investment. You should not invest in the Units unless you can afford to lose all of your investment.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2. Properties
Registrant maintains up to 3% of its assets at a commercial bank and the balance is on deposit and available as margin to secure trading in futures and other commodities related products in a Fund account at the FCM selected by the General Partner. Any FCM selected by the General Partner must be registered with the National Futures Association pursuant to the Federal Commodity Exchange Act as a commodity FCM. The trading of futures, options on futures and other commodities is highly speculative and the Fund has an unlimited risk of loss, including the pledge of all of its assets, to the trades made on its behalf by the CTA in the commodity markets.
Item 3.
Item 3. Legal Proceedings
There have been no legal proceedings against the Registrant, its General Partner, the FCM, the CTA or any of their Affiliates, directors or officers, except against Man as described below.
At any given time, Man is involved in numerous legal actions and administrative proceedings, which in the aggregate, are not, as of the date of filing of this 10-K, expected to have a material effect upon its condition, financial or otherwise, or to the services it will render to the Fund. There have been no material, administrative, civil or criminal proceedings pending, on appeal or concluded against Man or its principals within the five years preceding the date of this 10-K, except that Man has recently been sued by the Receiver for Philadelphia Alternate Asset Fund ("PAAF") and associated entities for common law negligence, common law fraud, violations of the Commodity Exchange Act and RICO violations (the "Litigation"). The Receiver's claims for damages are not quantified in the Complaint, but are believed to be substantial. Man has informed the Fund that in acting as clearing broker for PAAF it was not responsible for its losses and, among other things, has brought in a number of third party defendants. Accordingly, it will deny the material allegations of the Complaint, and will otherwise vigorously defend the Litigation. Further, the outcome of the Litigation should not materially affect Man or its ability to perform as a FCM for the accounts of the Fund. The Commodity Futures Trading Commission ("CFTC") is also investigating the events involving PAAF's losses and Man's relationship to PAAF. To date, the CFTC has not brought any action against Man.
On February 20, 2007, Man settled a CFTC administrative proceeding (In the Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in which Man was alleged to have failed to supervise one of its former associated persons (AP) who was charged with fraudulently soliciting customers to open accounts at Man. The CFTC alleged that the former AP misrepresented the profitability of a web-based trading system and of a purported trading system to be traded by a commodity trading advisor. Without admitting or denying the allegation, Man agreed to pay restitution to customers amounting to $196,900.44 and a civil monetary penalty of $120,000. Man also agreed to a cease and desist order and to strengthen its supervisory system for overseeing sales solicitations by employees in connection with accounts to be traded under letters of direction in favor of third party system providers.
The Registrant is not aware of any threatened or potential claims or legal proceedings to which the Registrant is a party or to which any of its assets are subject.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders
The General Partner makes all day to day decisions regarding the operation of the Fund. The Limited Partners have not exercised any right to vote their Units and there have been no matters which would cause the Fund to conduct a vote of the Partners. The Limited Partners, (sic the Security Holders), have no right to participate in the management of the Partnership. All of their voting rights, as defined in the Partnership Agreement, are limited to the selection of the General Partner, amendments to the Partnership Agreement, and other similar decisions.
PART II
Item 5.
Item 5. Market for Registrant's Limited Partnership Units, Related Stockholder Matters and Issuer Purchases of Equity Securities
The Fund desires to be taxed as a partnership and not as a corporation. In furtherance of this objective, the Partnership Agreement requires a security holder to obtain the approval of the General Partner prior to the transfer of any Units. Accordingly, there is no trading market for the Fund Units and none is likely to develop. The Partners must rely upon the right of Redemption provided in the Partnership Agreement to liquidate their interest.
The Fund has fewer than 300 holders of its securities. Partners are required to represent to the issuer that they are able to understand and accept the risks of investment in a commodity pool for which no market will develop and the right of redemption will be the sole expected method of withdrawal of equity from the Fund. The General Partner has sole discretion in determining what distributions, if any, the Fund will make to its Partners. The Fund has not made any distributions as of the date hereof. The Fund has no securities authorized for issuance under equity compensation plans. See the Partnership Agreement attached as Exhibit A to the Registration Statement, incorporated herein by reference, for a complete explanation of the right of redemption provided to Partners.
Item 6.
Item 6. Selected Financial Data
The Fund is not required to pay dividends or otherwise make distributions and none are expected. The Partners must rely upon their right of redemption to obtain their return of equity after consideration of profits, if any, and losses from the Fund. See the Registration Statement, incorporated herein by reference, for a complete explanation of the allocation of profits and losses to a partner's capital account.
Following is a summary of certain financial information for the Registrant for the period from January 1, 2002 to December 31, 2006.
The following summarized quarterly financial information presents the results of operations for the quarterly periods during the years ended December 31, 2006 and 2005:
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation.
Critical Accounting Policies and Estimates
The Fund records all investments at market value in its financial statements, with changes in market value reported as a component of realized and change in unrealized trading gain (loss) in the Statements of Operations. In certain circumstances, estimates are involved in determining market value in the absence of an active market closing price (e.g. swap and forward contracts which are traded in the inter-bank market).
Capital Resources
The Fund will raise additional capital only through the sale of Units offered pursuant to the continuing offering, and does not intend to raise any capital through resale of Units once issued or borrowing. Due to the nature of the Fund's business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets.
Liquidity
Most United States commodity exchanges limit fluctuations in commodity futures contracts prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits". During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Commodity futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses which could exceed the margin initially committed to such trades. In addition, even if commodity futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices, if little trading in such contracts is taking place. Other than these limitations on liquidity, which are inherent in the Fund's commodity futures trading operations, the Fund's assets are expected to be highly liquid.
The entire offering proceeds will be credited to the Fund's bank and brokerage accounts to engage in trading activities and as reserves for that trading. The Fund meets its margin requirements by depositing U.S. government securities or cash or both with the futures broker and the over-the-counter counterparties. In this way, substantially all (i.e., 97% or more) of the Fund's assets, whether used as margin for trading purposes or as reserves for such trading, can be invested in U.S. government securities and time deposits with U.S. banks. Investors should note that maintenance of the Fund's assets in U.S. government securities and banks does not reduce the risk of loss from trading futures, forward and swap contracts. The Fund receives all interest earned on its assets. No other person shall receive any interest or other economic benefits from the deposit of Fund assets.
Approximately 10% to 40% of the Fund's assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder. When combined with the previously described assets committed to margin, a total of up to approximately 40% of the Fund's assets may be deposited with over-the-counter counterparties in order to initiate and maintain forward and swap contracts. Such assets are not held in segregation or otherwise regulated under the Commodity Exchange Act, unless such over-the-counter counterparty is registered as a futures commission merchant. These assets are held either in U.S. government securities or short-term time deposits with U.S.-regulated bank affiliates of the over-the- counter counterparties. The remaining 60% to 90% of the Fund's assets are normally invested in cash equivalents, such as U.S. Treasury bills, and held by the futures broker or the over-the-counter counterparties.
The Fund's assets are not and will not be, directly or indirectly, commingled with the property of any other person in violation of law or invested with or loaned to the Fund, the General Partner or any affiliated entities.
Results of Operations
The initial start-up costs attendant to the sale of Units by use of a Prospectus which has been filed with the Securities and Exchange Commission are substantial. The results of the partial year 2000 and the years 2001, 2002, 2003, 2004, 2005 and 2006 reflect the absorption of these costs by the Fund. To date, the Fund has not been profitable. See Part I for an explanation of intended future operations.
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.
Off-Balance Sheet Risk
The term "off-balance sheet risk" refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures, forward and swap contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if the Fund's trading advisor was unable to offset futures interests positions of the Fund, the Fund could lose all of its assets and the Limited Partners would realize a 100% loss. The Fund, the General Partner and the CTAs minimize market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to- equity ratio that rarely exceeds 40%.
In addition to market risk, in entering into futures, forward and swap contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.
In the case of forward and swap contracts, which are traded on the interbank market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a group of financial institutions; thus there may be a greater counterparty credit risk. The CTAs trade for the Fund only with those counterparties which they believe to be creditworthy. All positions of the Fund are valued each day on a mark-to- market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The securities of the Fund are not traded and no market for the Fund securities is expected to develop. The Fund is engaged in the speculative trading of futures and options on futures. The risks are fully explained in the Fund prospectus delivered to each prospective partner prior to their investment.
Item 8.
Item 8. Financial Statements and Supplementary Data.
The Fund financial statements as of December 31, 2006, were audited by Jordan, Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, and are provided in this Form 10-K beginning on page. The supplementary financial information specified by Item 302 of Regulation S-K is included in Item 6. Selected Financial Data.
Item 9.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
None
Item 9A.
Item 9A. Controls and Procedures.
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 annual report. Based on their evaluation, Mr. Pacult has concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal control over financial reporting applicable to the Fund identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, internal control over financial reporting applicable to the Fund.
The Fund securities are not publicly traded so that there can be no insider trading or leaks of confidential information to the public. All Fund money is on deposit either with a bank or a futures commission merchant. There is an audit trail produced by both. A certified public accountant prepares the monthly financial statements. The Fund units are sold during the month at a net asset value to be determined as of the close of business on the last day of trading each month. No information related to the value of the units during the month is available to the Fund sales force or the prospects. All quarterly financial statements are reviewed by an independent certified public accountant who audits the Fund financial statements at the end of each calendar year. The Fund maintains its subscription agreements and other records for six years.
Item 9B.
Item 9B. Other Information.
None
Part III
Item 10.
Item 10. Directors and Executive Officers of the Registrant
The Fund is a Delaware Limited Partnership which acts through its corporate General Partner. Accordingly, the Registrant has no Directors or Executive Officers.
The General Partner of the Registrant during the year 2006 was Belmont Capital Management, Incorporated, a Delaware corporation. The General Partner is registered with the National Futures Association as a commodity pool operator pursuant to the Commodity Exchange Act, and Mr. Michael Pacult, age 62, is the sole shareholder, director, registered principal and executive officer of the corporate General Partner. The background and qualifications of Mr. Pacult are disclosed in the Registration Statement, incorporated herein by reference.
There has never been a material administrative, civil or criminal action brought against the Fund, the General Partner or any of its directors, executive officers, promoters or control persons.
No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To the best of the Fund's knowledge, no such forms have been or are required to be filed.
Audit Committee Financial Expert
Mr. Pacult, in his capacity as the sole principal for the General Partner of the Fund, has determined that he qualifies as an "audit committee financial expert" in accordance with the applicable rules and regulations of the Securities and Exchange Commission. He is not independent of management.
Code of Ethics
The Fund General Partner is registered with the National Futures Association as a Commodity Pool Operator and its President, Michael P. Pacult is registered as its principal. Both the Fund and the General Partner are subject to Federal Commodity Exchange Act and audit for compliance and the rules of good practice of the Commodity Futures Trading Commission and the industry self regulatory organization, the National Futures Association. Having said that, neither the Commodity Futures Trading Commission nor the National Futures Association are responsible for the quality of the Fund disclosures or its operation, those functions are exclusively the responsibility of the Fund and its General Partner.
Item 11.
Item 11. Executive Compensation. Although there are no executives in the Fund, the corporate General Partner and certain persons Affiliated with the General Partners are paid compensation that the Fund has elected to disclose on this Form 10-K. As described previously, upon reopening of the Fund, the General Partner will be paid fixed brokerage commissions of seven percent (7%) per year and a management fee of four percent (4%) per year, each payable monthly, to cover the cost of the domestic trades entered by the CTA. The corporate General Partner retain the difference, if any, between the cost to enter the trades and the seven percent (7%).
All compensation is disclosed in the Registration Statement, which is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following Partners owned more than five percent (5%) of the total equity of the Fund on December 31, 2006:
Name			Percent Ownership Shira Del Pacult	62.5%
(b) As of December 31, 2006, the General Partner owned 1.00 Unit of Limited Partnership Interest, which constitutes the other 37.5% ownership.
(c) The Limited Partnership Agreement governs the terms upon which control of the Fund may change. No change in ownership of the Units will, alone, determine the location of control. The Limited Partners must have 120 days advance notice and the opportunity to redeem prior to any change in the control from the General Partner to another general partner. Control of the management of the Partnership may never vest in one or more Limited Partners. A change in individual General Partner and control of the corporate General Partner are described in Item 1 of this Form 10-K.
Item 13.
Item 13. Certain Relationships and Related Transactions.
See Item 11, Executive Compensation and Item 12, Security Ownership of Certain Beneficial Owners and Management. The General Partner has sole discretion over the selection of trading advisors. Belmont Capital Management, Inc., the corporate General Partner, is paid a fixed commission for trades and, therefore, the General Partner has a potential conflict in the selection of a CTA that makes few trades rather than produces profits for the Fund. This conflict and others are fully disclosed in the Registration Statement, which is incorporated herein by reference.
Item 14.
Item 14. Principal Accountant Fees and Services.
Only fees to the Principal Accountant, or Auditor, and not fees for other accounting, are required to be disclosed in this section.
(1)	Audit Fees
The fees and costs paid to Frank L. Sassetti & Co. for the audit of the Fund's annual financial statements, for review of financial statements included in the Fund's Forms 10-Q and other services normally provided in connection with regulatory filing or engagements (i.e., consents related to SEC registration statements) for the years ended December 31, 2006 and 2005 were $7,975 and $11,125, respectively. Similar fees paid to Jordan, Patke and Associates, Ltd. for the same time periods were $1,650, and $0, respectively.
(2)	Audit Related Fees
None
(3)	Tax Fees
The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance services for the years ended December 31, 2006 and 2005 were $0 and $1,400, respectively. Similar fees paid to Jordan, Patke and Associates, Ltd. for the same time periods were $0, and $0, respectively.
(4)	All Other Fees
None
(5)	The Board of Directors of Belmont Capital Management, Inc., General Partner of the Fund, approved all of the services described above. The Board of Directors has determined that the payments made to its independent certified public accountants for these services are compatible with maintaining such auditors' independence. The Board of Directors explicitly pre-approves all audit and non-audit services and all engagement fees and terms.
(6)	Close to 100% of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time permanent employees. However, all work performed was supervised by a full-time permanent employee.
Part IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules
(a)	The following documents are filed as part of this report:
1. All Financial Statements
See Index to Financial Statements for the years ended December 31, 2006 and 2005.
The Financial Statements begin on page of this report.
2. Financial Statement Schedules required to be filed by Item 8 on this form, and by paragraph (b) below.
Not applicable, not required, or included in the Financial Statements.
3. List of those Exhibits required by Item 601 of Regulation S-K (S 229.601 of this chapter) and by paragraph (b) below.
Incorporated by reference from the Fund's Registration Statement on Form S-1, and all amendments at file No. 333-85755 previously filed with the Washington, D. C. office of the Securities and Exchange Commission.
(b)	Exhibits required by Item 601 of Regulation S-K (S 229.601 of this chapter).
See response to 15(a)(3), above.
(c)	Financial statements required by Regulation S-X (17 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including (1) separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons; (2) separate financial statements of affiliates whose securities are pledged as collateral; and (3) schedules.
None.
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the period ended December 31, 2006 to be signed on its behalf by the undersigned, thereunto duly authorized.
Registrant:				Bromwell Financial Fund, Limited Partnership 					By Belmont Capital Management, Inc. 					Its General Partner
Date: March 30, 2007			By: /s/ Michael Pacult 					Mr. Michael P. Pacult 					Sole Director, Sole Shareholder 					President and Treasurer
**************************************************************************** Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Index to the Financial Statements
							Page
Report of Independent Registered Public Accounting Firm
Financial Statements
Statements of Assets and Liabilities		
Statements of Operations			
Statements of Changes in Net Assets		
Statements of Cash Flows			
Notes to Financial Statements			 -
Affirmation of Commodity Pool Operator	
Jordan, 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 audited the accompanying statements of assets and liabilities of Bromwell Financial Fund, Limited Partnership, as of December 31, 2006, and the related statements of operations, changes in net assets and cash flows for the year then ended. These financial statements are the responsibility of the Fund's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Bromwell Financial Fund, Limited Partnership as of December 31, 2005, were audited by other auditors whose report dated March 1, 2006, expressed an unqualified opinion on those statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Bromwell Financial Fund, Limited Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Bromwell Financial Fund, Limited Partnership internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Bromwell Financial Fund, Limited Partnership as of December 31, 2006, and the results of its operations, its changes in net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
/s/ Jordan, Patke & Associates, Ltd. Jordan, Patke & Associates, Ltd. Lincolnshire, Illinois March 27, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 Phone: (847) 913-5400 * Fax: (847) 913-5435
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Statements of Assets and Liabilities
The accompanying notes are an integral part of the financial statements
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Statements of Operations
The accompanying notes are an integral part of the financial statements
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Statements of Changes in Net Assets
The accompanying notes are an integral part of the financial statements
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Statements of Cash Flows
The accompanying notes are an integral part of the financial statements
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005
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 Fund was actively engaged in the speculative trading of futures contracts in commodities from its commencement of business in July, 2000 to January 12, 2005. On that date, all trading was suspended and , subsequently, all limited partners but one redeemed their Units. Belmont Capital Management, Inc. (Belmont) is the general partner and commodity pool operator (CPOs) of the Fund. Concurrent with the effectiveness on April 13, 2005 of post effective amendment no. 9 to the Fund's registration statement, NuWave Investment Corporation became the Fund's commodity trading advisor ("CTA"). In the summer of 2007, the Fund expects to file a post effective amendment to allow it to resume the sale of its limited partnership interests on an issuer direct. best efforts basis. Once the Fund sells $1,000,000 in limited partnership units and breaks escrow, it will restart active trading of futures and options on futures through NuWave as CTA.
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 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.
Ongoing Business Expenses, Offering Expenses and Organizational Costs - Bromwell Financial Fund, LP, has incurred $52,489 in offering costs and ongoing business expenses from the cessation of trading on January 12, 2005 through December 31, 2006. the Fund has agreed to reimburse Belmont Capital, GP, and other affiliated companies for all such expenses upon the sale of the minimum and resumption of business. The resumption of business is contingent upon the sale of at least $1,000,000 of partnership interests. All costs after the resumption of business will be paid directly by the Fund. The organization costs for the Fund will be expensed as incurred by Belmont and are expected to be immaterial.
Registration Costs - Costs incurred for the initial filings with the Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association (the "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. The Fund remains open to new partners and incurs costs required to retain the ability to issue new units. Such costs are treated in a similar manner. Costs of recurring annual and quarterly filings with regulatory agencies will be expensed as incurred.
Revenue Recognition - Commodity 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 market value on the last business day of the reporting period.
Market value of commodity futures contracts is based upon exchange or other applicable market best available closing quotations.
Interest income is recognized when it is earned.
Use of Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates.
Income Taxes - The Fund is not required to provide a provision for income taxes. Income tax attributes that arise from its operations are passed directly to the individual partners. The Fund may be subject to state and local taxes in jurisdictions in which it operates.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers only cash and money market funds to be cash equivalents. As of the balance sheet dates, the Fund has no cash equivalents. Net cash used in operating activities includes no cash payments for interest or income taxes for the years ended December 31, 2006 and 2005.
Foreign Currency - Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments.
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Notes to the Financial Statements December 31, 2006 and 2005
2.	Significant Accounting Policies, con't
Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.
Net Income Per Unit - Net income per unit is calculated based on the weighted average number of units outstanding during the period.
Fund Reopening - The Fund was closed as of December 31, 2006. No trading profits or losses were recorded in the year ended 2006. The Fund will reopen to new funds at a time set by the general partner, which is expected to be in February, 2007. The minimum amount of interests that the general partner expects to require to reopen the fund is $1,000,000 and the maximum available registered interests are $7,000,000.
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 Partnership.
If the daily net unit value of the partnership 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.
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 partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net asset value as of the end of a month shall be credited or charged to the capital account of each Partner in the ratio that the balance of each account bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely at the discretion of the General Partners.
Federal Income Tax Allocations - As of the end of each fiscal year, the Partnership's realized capital gain or loss and ordinary income or loss shall be allocated among the Partners, after having given effect to the fees and expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at least five business days prior to month end. Subscriptions must be accepted or rejected by the general partner within five business days. The investor also has five business days to withdraw his subscription. Funds are deposited into an interest bearing 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 business days prior to a month end. Redemptions will generally be paid within twenty days of the effective month end. However, in various circumstances due to liquidity, etc. the general partner may be unable to comply with the request on a timely basis. There are no fees for redemption.
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Notes to the Financial Statements December 31, 2006 and 2005
5.	Fees
Effective November 1, 2005, the Fund will be charged the following fees upon the sale of the minimum and resumption of business:
A selling commission of 6% which may be deducted from the subscription amount for sales made in those states in which the Fund is registered as a dealer.
A management fee to the CTA of 3% (annual rate) of the equity assigned to the current CTA, paid on a monthly basis and a 20% quarterly incentive fee to the CTA on all new net profits (as defined).
A brokerage commission of 7% (annual rate) of the investment in the fund (as defined) will be paid to the affiliated introducing broker on a monthly basis, from which round turn commissions on domestic trades will be paid to the futures commission merchant.
A 4% management fee on net assets will be paid to the general partner.
Prior to November 1, 2005 and subsequent to April 1, 2005, the Fund was organized under a different fee structure, but was not operational.
Effective November 1, 2003, the Fund was charged the following fees:
A management fee of 1% (annual rate) of the equity assigned to each CTA, paid on a monthly basis and a 20% quarterly incentive fee on all new net profits (as defined).
A continuing service fee of 4% (annual rate) of the investment in the Fund (as defined) will be paid to the selling agent.
A $22 per round turn brokerage commission (from which brokerage commissions will be paid to the futures commission merchant) and a 5% quarterly incentive fee on all new net profits (as defined) will be paid to the general partner. Effective March 1, 2004, the brokerage commission was changed from $22 per round turn to a 4% (annual rate) of the equity deposit for trading as a fixed annual brokerage commissions, paid on the monthly basis.
The General Partner has reserved the right to change the management fee and the incentive fee at its sole discretion.
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005
6.	Related Party Transactions
The Fund has received cash advances to help pay for various costs, including operating and reorganization costs. These advances are recorded as due to related party. The advance is expected to be paid within a year from the date the Fund begins to trade or when the Fund is financially capable of repaying the advance. These amounts bear no interest or due dates and are unsecured. The Fund has received advances from three related parties, Ashley Capital Management, Futures Investment Company, the introducing broker and Michael Pacult, president of Futures Investment Company and Belmont Capital Management, Inc., The Fund's general partner. The Fund had the following advances payable to related parties at December 31, 2006 and 2005:
							 December 31, 							2006		2005
Futures Investment Company				$7,500		$- Ashley Capital Management, Inc.			3,033		- Michael Pacult					1,000		-
	Total advances payable to related parties	$11,533		$-
The Fund has an agreement to pay commissions to two related parties, Belmont Capital Management, the Fund's general partner and Futures Investment Company, the introducing broker. Related party commissions were as follows:
					Year ended December 31, 					2006		2005
Belmont Capital Management, Inc.	$-		$634 Futures Investment Company		-		207
Total related party expenses		$-		$841
Financial Accounting Standards Board Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, identifies certain disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. In the normal course of business, the Fund has provided general indemnifications to the General Partner, its CTA and others when they act, in good faith, in the best interests of the Fund. The Fund is unable to develop an estimate for future payments resulting from hypothetical claims, but expects the risk of having to make any payments under these indemnifications to be remote.
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005
7.	Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures contracts in commodities. The Fund is exposed to both market risk, the risk arising from changes in market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract.
A certain portion of cash in trading accounts is pledged as collateral for commodities trading on margin. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker's proprietary activities.
The amount of required margin with the broker and interbank market makers is subject to management judgment, but should never fall below 10% of the Net Asset Value. Since trading ceased, no cash is deposited in trading accounts at December 31, 2006 and 2005.
Trading in futures contracts involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contract, which is typically many times that of the Fund's net assets being traded, significantly exceeds the Fund's future cash requirements since the Fund intends to close out its open positions prior to settlement. As a result, the Fund is generally subject only to the risk of loss arising from the change in the value of the contracts. The market risk is limited to the gross or face amount of the contracts held of $0.00 and $0.00 on long positions at December 31, 2006 and 2005, respectively. However, when the Fund enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effects among the derivative instruments the Fund holds and the liquidity and inherent volatility of the markets in which the Fund trades.
The unrealized gains (losses) on open commodity futures contracts at December 31, 2006 and 2005, was $0.00 and $0.00, respectively.
Open contracts generally mature within three months and as of December 31, 2006, there were no open contracts.
Credit risk is the possibility that a loss may occur due to the failure of a counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial institutions. In the event of a financial institution's insolvency, recovery of Fund deposits may be limited to account insurance or other protection afforded deposits.
The Fund has established procedures to actively monitor market risk and minimize credit risk although there can be no assurance that it will succeed. The basic market risk control procedures consist of continuously monitoring open positions, diversification of the portfolio and maintenance of a desirable margin-to-equity ratio. The Fund seeks to minimize credit risk primarily by depositing and maintaining its assets at financial institutions and brokers which it believes to be creditworthy.
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005
9.	Partnership Unit Transactions
As of December 31, 2006 and 2005 partnership units were valued at $637.74 and $637.74, respectively.
Transactions in partnership units were as follows:
				 Units		 Amount 				2006	2005		2006	2005
Limited Partner Units Subscriptions		-	65.95		$-	$51,007 Redemptions			-	(982.73)	-	(627,730) 	Total			-	(916.78)	-	(576,723)
General Partner Units Subscriptions		-	-		-	- Redemptions			-	(33.88)		-	(21,641) 	Total			-	(33.88)		-	(21,641)
Total Units Subscriptions		-	65.95		-	51,007 Redemptions			-	(1,016.61)	-	(649,371) 	Total			-	(950.66)	$-	$(598,364)
10.	Operations of Fund
Because the CTA selected to trade for the Fund did not perform as expected, the general partner suspended trading on January 10, 2005 and recommended to the limited partners to redeem their partnership units voluntarily. All limited unit holders, except for 22.89 units had requested redemption as of January 31, 2005 and were paid on February 1, 2005. The remaining unaffiliated limited unit holders (22.89 units) requested redemption in February 2005 and were paid on March 1, 2005. Shira Pacult invested $1,000 in the Fund as a limited unit holder during February, 2005.
The general partner and the affiliated limited partner intend to reopen the Fund under revised business terms with one or more different CTA's.
Effective April 1, 2005, the general partner redeemed 33.88 units of the Fund, leaving 1 remaining general partner unit.
11.	Change of Auditor Effective October 2006, we changed the auditor of the Fund from Frank L. Sassetti & Co., 6611 West North Avenue, Oak Park, Illinois 60302-1043 to the CPA firm of Jordan, Patke & Associates, Ltd., 300 Village Green Drive, Suite 210, Lincolnshire, Illinois 60069.
Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership)
Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005
12.	Financial Highlights
Bromwell Financial Fund, Limited Partnership Affirmation of the Commodity Pool Operator For the Years Ended December 31, 2006 and 2005
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To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete.
/s/ Michael Pacult					March 30, 2007 Michael Pacult					Date President, Belmont Capital Management, Inc. General Partner Bromwell Financial Fund, Limited Partnership