10-K 1 bromwell10k2011.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the year ended 12-31-2011 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-85755 BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 51-0387638 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 505 Brookfield Drive, Dover, DE 19901 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 331-1532 Securities registered pursuant to Section 12(b) of the Act: Title of each class Name of each exchange on which registered None None Securities registered pursuant to Section 12(g) of the Act: Limited Partnership Units (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [ X ] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ] Indicate by check mark 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 (S 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [ ] No [ ] N/A Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (S 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] (Do not check if a smaller reporting company) Smaller reporting company [ ] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.: Not applicable. There is no market for the Units of partnership interests and none is expected to develop. The Registrant is a commodity pool. The Units are registered to permit the initial sale of Units at month end net asset value. Documents Incorporated by Reference Registration Statement on Form S-1 and all amendments thereto filed with the United States Securities and Exchange Commission at Registration No. 333-85755 are incorporated by reference to Parts I, II, III, and IV. PART I 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 affiliated 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 intends to file a new registration statement with new offering terms and a new CTA and, upon effectiveness, offer registered Units to the public. 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 the General Partner. 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. 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. 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. On October 12, 2011, the Fund filed an application to register $20,000,000 in securities on Form S-1 with the Securities and Exchange Commission at file number 333-177268. Upon effectiveness and sale of the $1,000,000 minimum, the Fund will commence trading via an independent commodity trading advisor and operate pursuant to the business terms described in the prospectus contained in the S-1 filing. The sale of Units is regulated by Securities Act of 1933 and the Commodity Exchange Act. 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. 2 Item 1A. Risk Factors The trading of futures, options on futures and other commodities related investments is highly speculative and risky. You should make an investment in the Fund only after consulting with independent, qualified sources of investment and tax advice and only if your financial condition will permit you to bear the risk of a total loss of your investment. You should consider an investment in the Units only as a long-term investment. Moreover, to evaluate the risks of this investment properly, you must familiarize yourself with the relevant terms and concepts relating to commodities trading and the regulation of commodities trading, which are discussed in the Risk Factors section of the Prospectus contained in 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 Report 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 Report. Any of the heretofore mentioned risks and uncertainties could materially adversely affect the Fund, its trading activities, operating results, financial condition and Net Asset Value and therefore could negatively impact the value of your investment. You should not invest in the Units unless you can afford to lose all of your investment. Item 1B. Unresolved Staff Comments The partnership is in the process of resolving staff comments related to the filing of its S-1 registration statement. Item 2. Properties 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 CTAs in the commodity markets. The Fund expects to maintain a percentage of its assets in a Treasury Direct Account maintained with the United States Department of the Treasury. It also retains the right to invest in foreign treasuries held with the respective issuing department of treasury and to invest in cash management funds that invest in U.S. Treasuries and have high liquidity. Funds maintained with the US Department of Treasury and any cash management funds are in the name of the Fund and not commingled with those of any other entity. The Fund expects to maintain a substantial portion of our net assets in segregation with the FCM for trading by the trading advisor. Approximately 0% to 3% of the previous month's net assets may be retained in our bank accounts to pay expenses and redemptions. Item 3. Legal Proceedings There have been no legal proceedings against the Fund, its General Partner, the CTA, the FCM, the IB or any of their Affiliates, directors or officers, except for the FCM, as follows: Vision Financial Services LLC On May 18, 2011, simultaneously with the issuance of a complaint by the NFA, Vision Financial Markets LLC ("Vision") consented to a finding based on a one- count complaint for failure to supervise guaranteed IBs in violation of NFA Compliance Rule 2-9(a). The alleged activities occurred prior to 2009. Without admitting or denying the findings in the Committee's Decision, Vision consented to pay a fine of $500,000 and to retain an independent consultant to review its supervisory procedures relating to guaranteed IBs. Vision undertook to implement revised procedures for supervising GIBs within 6 months. Finally, Vision consented to a restriction on guaranteeing new introducing brokers until 2013, unless it petitions the NFA to lift the restriction earlier. The FCM has acted only as clearing brokers for the Fund's futures accounts and as such it has been paid commissions for executing and clearing trades. The FCM has not passed upon the adequacy or accuracy of the Fund's prospectus or this report and will not act in any supervisory capacity with respect to the CPO or the CTA, as the case may be, nor participate in the management of the CPO or of the Fund or of the CTA. Therefore, investors should not rely on the FCM in deciding whether or not to participate in the Fund. 3 The Fund is not aware of any threatened or potential claims or legal proceedings to which the Fund is a party or to which any of its assets are subject. The FCM has represented to the General Partner that that none of the events reported above would interfere with its performance as a clearing broker for the Fund's account. Item 4. Mine Safety Disclosures N/A PART II 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 Limited Partnership Agreement, subject to certain exceptions upon the death of a Limited Partner, requires a Limited Partner 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 Limited Partners must rely upon the right of Redemption provided in the Limited Partnership Agreement to liquidate their interest. The Fund has fewer than 300 holders of its securities. Limited 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 the Limited 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 Limited 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 Limited Partners. Item 6. Selected Financial Data The Fund is not required to pay dividends or otherwise make distributions and none are expected. The Limited 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 Limited Partner's capital account. Following is a summary of certain financial information for the Registrant for the period from January 1, 2007 to December 31, 2011. 4 For the Years Ended December 31, 2011 2010 2009 2008 2007 Performance per unit (1) Net unit value, beginning of year $(68,436.77) $(56,783.27) $(43,464.59) $(30,563.04) $(19,798.83) Expenses (16,924.74) (11,653.50) (13,318.68) (12,901.55) (10,764.21) Net (decrease) for the year (16,924.74) (11,653.50) (13,318.68) (12,901.55) (10,764.21) Net unit value, end of year $(85,361.51) $(68,436.77) $(56,783.27) $(43,464.59) $(30,563.04) Net assets, end of year (000) $(219) $(176) $(146) $(112) $(79) Total return (24.73)% (20.52)% (30.64)% (42.21)% (45.35)% Number of units outstanding at the end of the year 2.57 2.57 2.57 2.57 2.57 Supplemental Data: Ratio to average net assets Net investment (loss) (24.73)% (20.52)% (30.64)% (42.21)% (45.35)% Expenses (24.73)% (20.52)% (30.64)% (42.21)% (45.35)%

Total returns are calculated based on the change in value of a unit during the period. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions. (1) Expenses are calculated based on a single unit outstanding during the period. 5 The following summarized quarterly financial information presents the results of operations for the quarterly periods during the years ended December 31, 2011 and 2010. 2011 2010 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr 1st Qtr 2nd Qtr 3rd Qtr 4th Qtr Total Investment Gain 0 0 0 0 0 0 0 0 Net Income (Loss) (11,983) (6,739) (6,628) (18,146) (4,891) (11,841) (5,094) (8,124) Net Income (Loss) per limited partnership unit (4,662.84) (2,622.28) (2,579.08) (7,060.54) (1,903.11) (4,607.40) (1,982.10) (3,160.89) Net Income (Loss) per general partnership unit (if any) (4,662.84) (2,622.28) (2,579.08) (7,060.54) (1,903.11) (4,607.40) (1,982.10) (3,160.89) Net asset value per partnership unit at the end of period. (73,099.61) (75,721.89) (78,300.97) (85,361.51) (58,686.38) (63,293.77) (65,275.88) (68,436.77)

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations. 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. 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. 6 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 and options on futures 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. Fund's assets may also normally be invested in cash equivalents, such as U.S. Treasury bills, in a money market fund that only invests in US Treasurys, and held by the futures broker. 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 Limited Partnership Agreement grants solely to the General Partner the right to select the CTA and to otherwise manage the operation of the Fund. See the Registration Statement, incorporated by reference herein, for an explanation of the operation of the Fund. The General Partner suspended trading on January 10, 2005, and all but one limited partner who is affiliated with the General Partner has redeemed its Units. Accordingly, the Fund was not operational subsequently. The Fund is subject to ongoing offering and operating expenses; however, upon the commencement of business, profits or losses will be primarily generated by the commodity trading advisors by methods that are proprietary to them. For financial reporting purposes, the Fund experienced (losses) of $(43,496) [$(16,924.74) per Unit], $(29,950) [$(11,653.50) per Unit] and $(34,229) [$(13,318.68) per Unit] for the three years ended December 31, 2011, 2010 and 2009, respectively. The variation in losses over the periods was primarily due to variations in compliance costs, and the increase in 2011 was due to offering expenses. These results are not to be construed as an expectation of similar profits or losses in the future. The Fund has not paid any commissions or earned any interest income since the General Partner suspended trading on January 10, 2005. The Fund did not have any additions or withdrawals in the prior three years. 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 and options on futures 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 and options on futures 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. 7 All positions of the Fund are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund. Item 7A. Quantitative and Qualitative Disclosures About Market Risk The securities of the Fund are not traded and no market for the Fund securities is expected to develop. The Fund is engaged in the speculative trading of futures and options on futures. The risks are fully explained in the Fund prospectus delivered to each prospective Limited Partner prior to their investment. Item 8. Financial Statements and Supplementary Data. The Fund financial statements as of December 31, 2011, were audited by Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, and are provided in this Report beginning on page F-1. The supplementary financial information specified by Item 302 of Regulation S-K is included in Item 6. Selected Financial Data. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. Disclosure Controls and Procedures The Registrant has adopted procedures in connection with the operation of its business including, but not limited to, the review of account statements sent to the General Partner before the open of business each day that disclose the positions held overnight in the Fund accounts, the margin to hold those positions, and the amount of profit or loss on each position, and the net balance of equity available in each account. The Fund brokerage account statements and financial books and records accounts are prepared by an independent CPA Firm and then are reviewed each quarter and audited each year by a different independent CPA firm. The General Partner of the Fund, under the actions of its sole principal, Michael Pacult, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the end of the period covered by this Report. Based on their evaluation, Mr. Pacult has concluded that these disclosure controls and procedures are effective. Changes in Internal Control over Financial Reporting Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of its internal control over financial reporting in all annual reports. There were no changes in the General Partner's internal control over financial reporting during the quarter ended December 31, 2011 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Fund. Management's Annual Report on Internal Control over Financial Reporting The General Partner is responsible for establishing and maintaining adequate internal control over the Fund's financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act as a process designed by, or under the supervision of, a company's principal executive and principal financial officers and effected by a company's board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The General Partner's internal control over financial reporting includes those policies and procedures that: 8 * pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Fund's assets; * provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Fund's financial statements in accordance with generally accepted accounting principles, and that the Fund's receipts and expenditures are being made only in accordance with authorizations of the General Partner's management and directors; and * provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Fund's assets that could have a material effect on the Fund's financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. 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. See Subsequent Events in Item 1 of this Report. 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. The management of the General Partner assessed the effectiveness of its internal control over financial reporting with respect to the Fund as of December 31, 2011. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control - Integrated Framework. Based on its assessment, management has concluded that, as of December 31, 2011, the General Partner's internal control over financial reporting with respect to the Fund is effective based on those criteria. Item 9B. Other Information. None Part III Item 10. Directors and Executive Officers and Corporate Governance 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 2011 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 67, 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. 9 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. Executive Compensation. Although there are no executives of 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 Report. All compensation is disclosed in the Registration Statement, which is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) The following Limited Partners owned more than five percent (5%) of the total equity of the Fund on December 31, 2011: Name Percent Ownership Shira Del Pacult 62.5% (b) As of December 31, 2011, the corporate 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. 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. 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 Patke and Associates, Ltd. 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, 2011 and 2010 were $11,500 and $11,320, respectively. 10 (2) Audit Related Fees None (3) Tax Fees The aggregate fees paid to Patke and Associates, Ltd. for tax compliance services for the years ended December 31, 2011 and 2010 were $0 and $320, 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. Exhibits and Financial Statement Schedules (a) The following documents are filed as part of this report: 1. All Financial Statements The Financial Statements begin on page F-1 of this Report. 2. Financial Statement Schedules required to be filed by Item 8 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 Securities and Exchange Commission. 31.1 Certification of CEO and CFO pursuant to Section 302 32.2 Certification of CEO and CFO pursuant to Section 906 (b) Exhibits required by Item 601 of Regulation S-K (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. 11 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, 2011 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, 2012 By: /s/ Michael Pacult Mr. Michael P. Pacult Sole Director, Sole Shareholder President and Treasurer 12 BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) ANNUAL REPORT December 31, 2011 GENERAL PARTNER: Belmont Capital Management, Inc. % Corporate Systems, Inc. 505 Brookfield Drive Dover, Kent County, Delaware 19901 Index to the Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Statements of Assets and Liabilities F-3 Statements of Operations F-4 Statements of Changes in Net Assets F-5 Statements of Cash Flows F-6 Notes to the Financial Statements F-7 - F-10 Affirmation of the Commodity Pool Operator F-11 F-1 Patke & Associates, Ltd. Certified Public Accountants Report of Independent Registered Public Accounting Firm To the Partners of Bromwell Financial Fund, Limited Partnership Dover, Delaware We have audited the accompanying statements of assets and liabilities of Bromwell Financial Fund, Limited Partnership, as of December 31, 2011 and 2010, and the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits 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. The 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 the Partnership's internal control over financial reporting. Accordingly, we do not express such an 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 audits provide 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, 2011 and 2010, and the results of its operations, its changes in net assets and its cash flows for each of the three years in the period ended December 31, 2011 in conformity with accounting principles generally accepted in the United States of America. /s/ Patke & Associates, Ltd. Patke & Associates, Ltd. Lincolnshire, Illinois March 9, 2012 300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 Phone: (847) 913-5400 * Fax: (847) 913-5435 F-2 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Assets and Liabilities December 31, 2011 and 2010 2011 2010 Assets Cash $508 $175 Total assets 508 175 Liabilities Accrued expenses 30,863 29,684 Due to related parties 189,024 146,374 Total liabilities 219,887 176,058 Net assets $(219,379) $(175,883) Analysis of net assets Limited partners $(134,018) $(107,446) General partner (85,361) (68,437) Net assets (equivalent to $(85,361.51) and $(68,436.77) per unit) $(219,379) $(175,883) Partnership units outstanding Limited partners units outstanding 1.57 1.57 General partner units outstanding 1.00 1.00 Total partnership units outstanding 2.57 2.57

The accompanying notes are an integral part of the financial statements F-3 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Operations For the Years Ended December 31, 2011, 2010 and 2009 2011 2010 2009 Investment income Interest income $- $- $- Total investment income - - - Expenses Professional fees 37,093 28,491 32,904 Other expenses 6,403 1,459 1,325 Total expenses 43,496 29,950 34,229 Net investment (loss) (43,496) (29,950) (34,229) Net (decrease) in net assets resulting from operations $(43,496) $(29,950) $(34,229) Net (decrease) per unit Limited partner Limited partner unit $(16,924.74) $(11,653.50) $(13,318.68) General partner General partner unit $(16,924.74) $(11,653.50) $(13,318.68)

The accompanying notes are an integral part of the financial statements F-4 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Changes in Net Assets For the Years Ended December 31, 2011, 2010 and 2009 Partners' Capital General Limited Total Units Net Assets Units Net Assets Units Net Assets Net assets at December 31, 2008 1.00 $(43,465) 1.57 $(68,239) 2.57 $(111,704) (Decrease) in net assets from operations: Net investment (loss) (13,318) (20,911) (34,229) Net (decrease) in net assets resulting from operations (13,318) (20,911) (34,229) Net assets at December 31, 2009 1.00 (56,783) 1.57 (89,150) 2.57 (145,933) (Decrease) in net assets from operations: Net investment (loss) (11,654) (18,296) (29,950) Net (decrease) in net assets resulting from operations (11,654) (18,296) (29,950) Net assets at December 31, 2010 1.00 (68,437) 1.57 (107,446) 2.57 (175,883) (Decrease) in net assets from operations: Net investment (loss) (16,925) (26,571) (43,496) Net (decrease) in net assets resulting from operations (16,925) (26,571) (43,496) Net assets at December 31, 2011 1.00 $(85,362) 1.57 $(134,017) 2.57 $(219,379)

The accompanying notes are an integral part of the financial statements F-5 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Cash Flows For the Years Ended December 31, 2011, 2010 and 2009 2011 2010 2009 Cash Flows from Operating Activities Net (decrease) in net assets resulting from operations $(43,496) $(29,950) $(34,229) Adjustments to reconcile net (decrease) in net assets from operations to net cash (used in) operating activities: Increase (decrease) in accrued expenses 1,179 (1,738) 4,299 Net cash (used in) operating activities (42,317) (31,688) (29,930) Cash Flows from Financing Activities Increase in due to related parties 42,650 31,700 29,600 Net cash provided by financing activities 42,650 31,700 29,600 Net increase (decrease) in cash 333 12 (330) Cash at the beginning of the year 175 163 493 Cash at the end of the year $508 $175 $163

The accompanying notes are an integral part of the financial statements F-6 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements December 31, 2011 1. Nature of the Business Bromwell Financial Fund, Limited Partnership (the "Fund") was formed January 12, 1999 under the laws of the State of Delaware. The general partner and commodity pool operator ("CPO") of the Fund is Belmont Capital Management, Inc. ("General Partner"). The Fund was actively engaged in the speculative trading of futures contracts in commodities from its commencement of business in July 2000 to January 10, 2005, when it ceased trading. In the near future, 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 a to be determined minimum in limited partnership units, it will restart active trading of futures and options on futures through Covenant Capital Management of Tennessee, LLC, a commodity trading advisor ("CTA") selected by the General Partner. On October 12, 2011, the Fund filed an S-1 registration statement with the Securities and Exchange Commission at registration number 333-177268 to register $20,000,000 in Units of Limited Partnership Interests. Upon effectiveness and the subsequent sale of the $1,000,000 minimum offering amount, it will re-commence business, and an independent trading advisor will trade the equity allocated to it by the General Partner. 2. Significant Accounting Policies Regulation - The Fund is a registrant with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933 (the "Act"). The Fund is subject to the regulations of the SEC and the reporting requirements of the Securities and Exchange Act of 1934. The Fund is also subject to the regulations of the Commodities Futures Trading Commission ("CFTC"), an agency of the U.S. government which regulates most aspects of the commodity futures industry, the rules of the National Futures Association ("NFA") and the requirements of various commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of futures commission merchants and interbank market makers through which the Fund trades. Reorganization Costs and Operating Expenses - For financial reporting purposes in conformity with U.S. Generally Accepted Accounting Principles ("GAAP"), all accumulated reorganization costs since January 10, 2005 have been expensed as incurred. The Fund has incurred $221,018 in reorganization costs from the cessation of trading on January 10, 2005 through December 31, 2011. For all other purposes, including determining the Net Asset Value per Unit for subscription and redemption purposes, the Fund will not reflect these costs in capital until after the reimbursement is made on the resumption of trading and, thereafter, all costs will be expensed as incurred. The resumption of business is contingent upon the sale of a to be determined amount of partnership interests. The Fund has agreed to reimburse the General Partner, and other affiliated companies for all such expenses upon the sale of the minimum and resumption of business. All costs after the resumption of business will be paid directly by the Fund. Consequently, as of December 31, 2011 and December 31, 2010, the Net Asset Value and Net Asset Value per unit for financial reporting purposes and for all other purposes are as follows: Balance Per Unit Calculation December 31, December 31, December 31, December 31, 2011 2010 2011 2010 Net Asset Value for financial reporting purposes $(219,379) $(175,883) $(85,361.51) $(68,436.77) Adjustment for reorganization costs and other operating expenses 221,018 177,522 85,999.25 69,074.51 Net Asset Value for all other purposes $1,639 $1,639 $637.74 $637.74 Number of Units 2.57 2.57

Registration Costs - Costs incurred for the initial filings with the SEC, CFTC, NFA and the states where the offering was made were accumulated, deferred and charged against the gross proceeds of offering at the initial closing as part of the offering expenses. Costs to maintain the Fund's registration of its securities and recurring registration costs incurred since the cessation of trading on January 10, 2005 are treated as reorganization expenses and, accordingly, are accounted for as described above under "Reorganization Costs and Operating Expenses". Revenue Recognition - Futures contracts are recorded on the trade date and are reflected in the balance sheet at the difference between the original contract amount and the fair value on the last business day of the reporting period. Fair value of futures contracts is based upon exchange or other applicable market best available closing quotations. Interest income is recognized when it is earned. F-7 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements December 31, 2011 2. Significant Accounting Policies - Continued Use of Accounting Estimates - The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and reported amounts of revenues and expenses during the reporting period. Actual results could differ from these estimates. Income Taxes - The Fund is not required to provide a provision for income taxes. Income tax attributes that arise from its operations are passed directly to the individual partners. The Fund may be subject to state and local taxes in jurisdictions in which it operates. Management has continued to evaluate the application of Financial Accounting Standards Board Accounting Standards Codification ("ASC") 740, "Income Taxes", to the Fund and has determined that ASC 740 does not have a material impact on the Fund's financial statements. The Fund files federal and state tax returns. The 2008 through 2011 tax years generally remain subject to examination by the U.S. federal and most state tax authorities. Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers money market funds to be cash equivalents. Net cash used in operating activities includes no cash payments for interest or income taxes for the years ended December 31, 2011, 2010 and 2009. Fund Reopening - The Fund was closed as of December 31, 2011. The Fund will reopen to new funds at a time to be set by the General Partner. Reclassifications - Prior year investment and other income ratios to average net assets were reclassified to net investment income (loss) to average net assets to conform to current year presentation. Fair Value Measurement and Disclosures - ASC 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for an asset or liability, including the Fund's own assumptions used in determining the fair value of investments. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. As of and for the years ended December 31, 2011 and December 31, 2010, the Fund had no investments. 3. General Partner Duties The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, including suspending all trading, includes executing and filing all necessary legal documents, statements and certificates of the Fund, retaining independent public accountants to audit the Fund, employing attorneys to represent the Fund, reviewing the brokerage commission rates to determine reasonableness, maintaining the tax status of the Fund as a limited partnership, maintaining a current list of the names, addresses and numbers of units owned by each limited partner and taking such other actions as deemed necessary or desirable to manage the business of the Fund. If the daily net unit value of the Fund falls to less than 50% of the highest value earned through trading subsequent to the resumption of business, then the General Partner will immediately suspend all trading, provide all limited partners with notice of the reduction and give all limited partners the opportunity, for fifteen days after such notice, to redeem partnership interests. No trading will commence until after the lapse of the fifteen day period. F-8 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements December 31, 2011 4. The Limited Partnership Agreement The Limited Partnership Agreement provides, among other things, the following: Capital Account - A capital account shall be established for each partner. The initial balance of each partner's capital account shall be the amount of the initial contributions to the Fund. Monthly Allocations - Any increase or decrease in the Fund's net asset value as of the end of a month shall be credited or charged to the capital account of each Fund in the ratio that the balance of each account bears to the total balance of all accounts. Any distribution from profits or partners' capital will be made solely at the discretion of the General Partner. Federal Income Tax Allocations - As of the end of each fiscal year, the Fund's realized capital gain or loss and ordinary income or loss shall be allocated among the partners, after having given effect to the fees and expenses of the Fund. Subscriptions - Investors must submit subscription agreements and funds at least five business days prior to month end. Subscriptions must be accepted or rejected by the General Partner within five business days. The investor also has five business days to withdraw his subscription. Funds are deposited into an interest bearing escrow account and will be transferred to the Fund's account on the first business day of the month after the subscription is accepted. Interest earned on the escrow funds will accrue to the account of the investor. Redemptions - A limited partner may request any or all of his investment be redeemed at the net asset value as of the end of a month. The written request must be received by the General Partner no less than ten days prior to a month end. Redemptions are generally paid within twenty days of the effective month end. However, in various circumstances the General Partner may be unable to comply with the request on a timely basis. There are no fees for redemption. 5. Fees The Fund will be charged various fees upon the sale of the minimum and resumption of business. These terms are currently being negotiated. The General Partner has reserved the right to change the fee structure at its sole discretion. 6. Related Party Transactions Due to related parties at December 31, 2011 and December 31, 2010 consisted of amounts due to Ashley Capital Management, Inc., Futures Investment Company, the introducing broker, Michael Pacult, president of Futures Investment Company, and the General Partner. The balances result from operating and reorganization costs paid by the related parties on behalf of the Fund and cash advances. These amounts bear no interest or due dates and are unsecured. The balances are expected to be paid back upon the resumption of trading. The following balances were outstanding as of December 31, 2011 and December 31, 2010: December 31, December 31, 2011 2010 Futures Investment Company $157,450 $114,800 General Partner 27,541 27,541 Ashley Capital Management, Inc. 3,033 3,033 Michael Pacult 1,000 1,000 Total due to related parties $189,024 $146,374 ASC 460, "Guarantees", identifies certain disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. In the normal course of business, the Fund has provided general indemnifications to the General Partner, its CTA and others when they act, in good faith, in the best interests of the Fund. The Fund is unable to develop an estimate for future payments resulting from hypothetical claims, but expects the risk of having to make any payments under these indemnifications to be remote. 7. Indemnifications In the normal course of business, the Fund enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Fund's maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The Fund expects the risk of any future obligation under these indemnifications to be remote. F-9 Bromwell Financial Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements December 31, 2011 8. Financial Highlights For the Years Ended December 31, 2011 2010 2009 2008 2007 Performance per unit (1) Net unit value, beginning of year $(68,436.77) $(56,783.27) $(43,464.59) $(30,563.04) $(19,798.83) Expenses (16,924.74) (11,653.50) (13,318.68) (12,901.55) (10,764.21) Net (decrease) for the year (16,924.74) (11,653.50) (13,318.68) (12,901.55) (10,764.21) Net unit value, end of year $(85,361.51) $(68,436.77) $(56,783.27) $(43,464.59) $(30,563.04) Net assets, end of year (000) $(219) $(176) $(146) $(112) $(79) Total return (24.73)% (20.52)% (30.64)% (42.21)% (45.35)% Number of units outstanding at the end of the year 2.57 2.57 2.57 2.57 2.57 Supplemental Data: Ratio to average net assets Net investment (loss) (24.73)% (20.52)% (30.64)% (42.21)% (45.35)% Expenses (24.73)% (20.52)% (30.64)% (42.21)% (45.35)%

Total returns are calculated based on the change in value of a unit during the period. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions. (1) Expenses are calculated based on a single unit outstanding during the period. F-10 Bromwell Financial Fund, Limited Partnership Affirmation of the Commodity Pool Operator For the Years Ended December 31, 2011, 2010 and 2009 ***************************************************************************** To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete. /s/ Michael Pacult Michael Pacult President, Belmont Capital Management, Inc. General Partner Bromwell Financial Fund, Limited Partnership F-11

BROMWELL FINANCIAL FUND LP 10-K