Amendment No. 1 to Form 10-K

Large accelerated filer

Accelerated filer

Non-accelerated filer

¨ (Do not check if a smaller reporting company)

Smaller reporting company

0001193125-11-192528.txt : 20110720 0001193125-11-192528.hdr.sgml : 20110720 20110720171440 ACCESSION NUMBER: 0001193125-11-192528 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20101231 FILED AS OF DATE: 20110720 DATE AS OF CHANGE: 20110720 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ROGERS INTERNATIONAL RAW MATERIALS FUND LP CENTRAL INDEX KEY: 0001118384 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 364368292 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 000-51836 FILM NUMBER: 11978157 BUSINESS ADDRESS: STREET 1: 141 WEST JACKSON BLVD STREET 2: SUITE 1340A CITY: CHICAGO STATE: IL ZIP: 60604 BUSINESS PHONE: 312-264-4375 MAIL ADDRESS: STREET 1: 141 WEST JACKSON BLVD STREET 2: SUITE 1340A CITY: CHICAGO STATE: IL ZIP: 60604 10-K/A 1 d10ka.htm AMENDMENT NO. 1 TO FORM 10-K Amendment No. 1 to Form 10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

x	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2010

¨	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: 000-51836

ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.

(Exact name of registrant as specified in its charter)


Illinois		36-4368292
(State of Organization)		(IRS Employer Identification Number)


c/o Beeland Management Company, L.L.C.
General Partner
141 West Jackson Boulevard, Suite 1340A
Chicago, Illinois		60604
(Address of principal executive offices)		(Zip Code)

(312) 264-4375

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Units of Limited Partnership

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 if the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Date File required to be submitted and posted pursuant to Rule 405 of Regulations S-T (Sec. 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 ¨

Indicate by check mark if the disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the 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. x

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act.

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x

DOCUMENTS INCORPORATED BY REFERENCE

None

EXPLANATORY NOTE

Rogers International Raw Materials Fund, L.P. (the “Partnership”) is filing this Form 10-K/A (Amendment No. 1) to amend the Partnership’s disclosure in Item 9A, Controls and Procedures, of the Partnership’s Annual Report on Form 10-K for the fiscal year ended December 31, 2010 filed with the Securities and Exchange Commission on March 30, 2011 (the “Initial 10-K Filing”). Other than with respect to Item 9A (and new certifications required by Sections 302 and 906 of the Sarbanes/Oxley Act of 2002), this Form 10-K/A does not modify or update any disclosures set forth in the Initial 10-K Filing or reflect events subsequent thereto. Accordingly, this Form 10-K/A should be read in conjunction with the Initial 10-K Filing and the Partnership’s subsequent reports filed with the Securities and Exchange Commission.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Control and Procedures

Under the supervision and with the participation of the Partnership’s general partner, Beeland Management Company, including the Chief Executive Officer and Chief Financial Officer, the Partnership has evaluated the effectiveness of its disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934) as of December 31, 2010, the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer have identified a material weakness have concluded that these disclosure controls and procedures were not effective as of December 31, 2010. The material weakness identified by Management’s evaluation is the General Partner’s lack of personnel which does not allow for the segregation of key duties related to internal control over partner activity, expenses, and financial reporting. These significant weaknesses did not result in any omission or misstatement of information required to be disclosed in reports filed by the Partnership’s financial reporting.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Exchange Act Rule 13a-15(f). Under the supervision and with the participation of management, including the Chief Executive Officer and Chief Financial Officer, an evaluation was conducted of our internal control over financial reporting as of December 31, 2010, based on the framework in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations (“COSO”) of the Treadway Commission. Based on the evaluation under the framework in Internal Control—Integrated Framework, a material weakness was identified in internal control over partner activity, expenses, and financial reporting. A material weakness is a deficiency, or combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented or detected on a timely basis. Beeland Management has identified the following material weakness: The infrastructure of personnel responsible for the daily administration is limited and does not allow for segregation of key duties. This material weakness is pervasive across all operations of the Partnership, and leads to a reasonable possibility that material misstatement or fraud would not be prevented or detected on a timely basis. This control deficiency has not caused any adjustment to the financial statements. Due to this control deficiency, the Chief Executive Officer and Chief Financial Officer of Beeland Management have concluded that Beeland Management’s internal control over financial report was not effective as of December 31, 2010.

Changes in Internal Control Over Financial Reporting

There were no changes to internal control or financial reporting procedures during the fourth quarter that have materially affected, or are reasonably likely to affect, internal control over financial reporting. However, as discussed above, Beeland Management has identified a material weakness in our internal control procedures that could impact our financial reporting. While management has taken certain steps to address the identified material weakness in internal control procedures, as of the date of this report the Beeland Management has not hired any additional personnel. Beeland Management has, however, engaged consultants to assist in the identification and design of effective internal controls; provided employees of Beeland Management educational materials to assist with their understanding of effective internal control and financial reporting design and has developed procedures to better document employee review and controls for third parties to test the existence of controls.

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on the 20^th day of July, 2011.


ROGERS INTERNATIONAL RAW MATERIALS FUND, L.P.
(Registrant)

By: Beeland Management Company, L.L.C.
General Partner

By:		/s/ Walter Thomas Price III
Walter Thomas Price III
Managing Member

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the General Partner of the Registrant in the capacities and on the date indicated.


Signature	Title with General Partner	Date

/s/ Walter Thomas Price III	Managing Member	July 20, 2011
Walter Thomas Price III	(Principal Executive Officer)

/s/ Allen D. Goodman	Managing Member	July 20, 2011
Allen D. Goodman	(Principal Financial and Accounting
	Officer)

(Being the principal executive officer and the principal financial and accounting officer, and a majority of the Managing Members of Beeland Management Company, L.L.C.)

EX-31.01 2 dex3101.htm CERTIFICATION Certification

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER

I, Walter Thomas Price III, certify that:

1. I have reviewed this annual report on Form 10-K/A of Rogers International Raw Materials Fund, L.P.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

a. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b. Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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 principals;

c. Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d. Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 20, 2011

/s/ Walter Thomas Price III

Walter Thomas Price III

Managing Member (Chief Executive Officer)

Beeland Management Company, L.L.C.

General Partner, Rogers International Raw Materials Fund, L.P.

EX-31.02 3 dex3102.htm CERTIFICATION Certification

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER

I, Allen Goodman, certify that:

1. I have reviewed this annual report on Form 10-K/A of Rogers International Raw Materials Fund, L.P.;

b. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: July 20, 2011

/s/ Allen Goodman

Allen Goodman

Managing Member (Chief Financial and Principal Accounting Officer)

Beeland Management Company, L.L.C.

General Partner, Rogers International Raw Materials Fund, L.P.

EX-32.01 4 dex3201.htm CERTIFICATION Certification

Exhibit 32.1

CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Walter Thomas Price III, certify that (i) the Annual Report of Rogers International Raw Materials Fund, L.P. (the “Partnership”) on Form 10-K/A for the period ending December 31, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ Walter Thomas Price III

Walter Thomas Price III

Managing Member (Chief Executive Officer)

Beeland Management Company, L.L.C.

General Partner, Rogers International Raw Materials Fund, L.P.

July 20, 2011

EX-32.02 5 dex3202.htm CERTIFICATION Certification

Exhibit 32.2

CERTIFICATION PURSUANT TO SECTION 1350 OF CHAPTER 63 OF TITLE 18 OF THE UNITED STATES CODE

I, Allen Goodman, certify that (i) the Annual Report of Rogers International Raw Materials Fund, L.P. (the “Partnership”) on Form 10-K/A for the period ending December 31, 2010 fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in such Annual Report fairly presents, in all material respects, the financial condition and results of operations of the Partnership.

/s/ Allen Goodman

Allen Goodman

Managing Member (Chief Financial and Principal Accounting Officer)

Beeland Management Company, L.L.C.

General Partner, Rogers International Raw Materials Fund, L.P.

July 20, 2011