-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JDZHdDAZPm+yPpACRfS/ZdH0Zidgia/IvOYW/4iNJ+H2y1uYQNj255yrcTHQW0+t 9VtDj3b0S3uJPZXgttyH9Q== 0001262876-07-000022.txt : 20070824 0001262876-07-000022.hdr.sgml : 20070824 20070824172506 ACCESSION NUMBER: 0001262876-07-000022 CONFORMED SUBMISSION TYPE: 10-K/A PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070824 DATE AS OF CHANGE: 20070824 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PROVIDENCE SELECT FUND LP CENTRAL INDEX KEY: 0001262876 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 200069251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 333-108629 FILM NUMBER: 071079118 BUSINESS ADDRESS: STREET 1: 505 BROOKFIELD DRIVE CITY: DOVER STATE: DE ZIP: 19901 BUSINESS PHONE: 800-331-1532 MAIL ADDRESS: STREET 1: 505 BROOKFIELD DRIVE CITY: DOVER STATE: DE ZIP: 19901 10-K/A 1 prov10k2a082407.txt AMENDMENT No. 2 to 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 12-31-2006 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 333-119635 PROVIDENCE SELECT FUND, LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 20-0069251 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 [X] No [ ] 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 disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sec 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, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] 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.: None. 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. EXPLANATORY NOTE The Registrant is filing this Amendment No. 2 to Form 10-K (the "Amendment") to its annual report on Form 10-K for the year ended 2006, originally filed April 2, 2007, as amended July 3, 2007 (the "Annual Report"), to restate the Annual Report in its entirety. On August 2, 2007, Michael Pacult, as sole officer and director of the corporate general partner and as the sole individual general partner of the Registrant, concluded that the quarterly financial statements of the Registrant issued as of March 31, 2007 and prior to that date and all annual financial statements issued prior to that date should no longer be relied upon because of a change in the date expenses are charged, which has resulted in substantial changes to the net loss reported for prior reporting periods. Accordingly, the 2006 and prior years financial statements are being restated in this Amendment, and the quarterly financial statements as of March 31, 2007 are being restated in an amendment to the 2007 First Quarter 10-Q, to be filed separately from this Amendment. These restatements reflect (1) the American Institute of Certified Public Accountants' Statement of Position number 98-5 ("SOP 98-5") that prefers for issuers, such as the Registrant, to expense reimbursable organizational costs as incurred and (2) the Securities and Exchange Commission's ("SEC") Staff Accounting Bulletin ("SAB") Topics 5A and 5D that reflect the SEC's interpretation of the Federal securities laws for public issuers, such as the Registrant, that offering costs be expensed as a reduction to partnership capital as of the initial effective date of the offering and, thereafter, to expense offering costs as incurred. As a result, for financial reporting purposes in conformity with General Accepted Accounting Principles, all organizational costs are expensed as incurred and, on the Fund's initial effective date, September 12, 2005, the Fund deducted the total initial offering costs as of that date from Partners' capital and began expensing all offering costs as of that date. For all other purposes, including determining the Net Asset Value per Unit for subscription and redemption purposes, the Fund will not reimburse the offering and organizational costs until after the twelfth month following the commencement of business as provided in its Prospectus. Accordingly, the amount of cash available for the commodity trading advisor to trade during the first twelve months of operation of the Fund remains the same as before this accounting adjustment was made. The Registrant previously amended its Annual Report to reflect changes in its financial statements and to report an update to its financial controls and procedures. This Amendment replaces the Annual Report for the year ended December 31, 2006, as previously amended, in its entirety, including exhibits; however, it does not update the disclosures as of a date later than the report period, unless otherwise noted. 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- 119635 are incorporated by reference to Parts I, II, III, and IV. PART I Item 1. Business On September 12, 2005, the registration statement filed by Providence Select 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. The Fund sells the Units of partnership interests at the initial price of $1,000 per Unit and, after the commencement of business, at the net asset value per Unit as of the then current month end, until the face amount of $50,000,000 that it has registered has been sold. The $1,000 per Unit value is for initial subscription and redemption purposes only, and a separate per Unit value is calculated for financial reporting purposes and on the close of the last business day of the month. As of December 31, 2006, the Fund had not sold the minimum of $1,030,000 required to commence business; however, it subsequently sold the minimum on March 2, 2007. See Subsequent Events in this section, below. Pursuant to the terms of the Limited Partnership Agreement, the Fund is engaged in the business of speculative and high risk trade of commodity futures and options selected by of one or more commodity trading advisors ("CTA") as that term is defined in the Commodity Exchange Act. The General Partner, in its sole discretion it selects the CTA and the amount of equity assigned to the CTAs, from time to time. The Fund filed a post effective amendment to its registration statement on July 28, 2006, which became effective August 14, 2006, to update its financials and other information. The Fund filed post effective amendments to its registration statement on November 22, 2006 and December 5, 2006, which became effective January 3, 2007 to provide disclosure of: (1) a change 2 in the management fee to NuWave from 2% annually to a percentage based on the rate of trading assigned by NuWave and approved by the General Partner of up to 2.5% annually, See Subsequent Events below for fee changes. (2) the assumption of the obligation to pay foreign brokerage commissions by White Oak, the corporate general partner; (3) the change of location of the Registrant's books and records from the offices of Michael Liccar & Co to c/o Investor Services, 500 Park Avenue #114, Lake Villa, IL 60046, (4) the change of bookkeeping from Michael Liccar & Co, certified public accountants, 200 West Adams Street, Suite 2211, Chicago, IL 60606-5208 to Shoup Accounting Services, certified public accountants, 306 S. West Street, Angola, IN 46703, and (5) the change of auditor of the Registrant 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. The change in auditor was also disclosed in a report on Form 8-K filed October 26, 2006, as amended November 2, 2006, which is incorporated herein by reference. There were no adverse events that motivated the change in bookkeepers or auditors. 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 the currently selected sole commodity trading advisor ("CTA"), NuWave Investment Corp., 1099 Mt Kemble Ave, Morristown NJ 07960. The books and records of the trades placed by the CTA in the Fund's trading account are kept and available for inspection by the Limited Partners at the office of Investor Services, 500 Park Avenue #114, Lake Villa, IL 60046. NuWave is paid a management fee of up to 2.5% of the equity assigned to it to trade plus an incentive fee of twenty percent (20%) of New Net Profit earned from the trades on the equity, payable quarterly. See Subsequent Events below for fee changes. The Fund Limited Partnership Agreement is included as Exhibit A to the Prospectus delivered to the prospective investors and filed as part of the Registration Statement. The Limited 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 Fund. Reports of the Net Asset Value of the Fund are sent to all Partners at the end of each month. White Oak Financial Services, 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 trades for a one half percent (1/2%) of the total value of the funds available for trading in the Fund's accounts at the FCM per month [six percent (6%) per year]. White Oak also receives an incentive fee of up to three percent (3%) of New Net Profit as that term is defined in the prospectus on equity assigned to the CTA. See Subsequent Events below for fee changes. 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 Selling Agents receive a three percent (3%) continuing service fee of the initial investment the first year. Each month thereafter, for so long as the investment remains in the Fund, the Fund pays this fee at one quarter percent (1/4%) based on the net asset value of the investment. 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. Subsequent Events The Fund commenced business on March 2, 2007 after admission of 46 Limited Partners, with total subscriptions of $1,088,370. It will continue to offer its Units for sale to the public via its fully amended and restated prospectus dated January 3, 2007 (the "Prospectus"), as it may be amended in the future, until it has sold the total of $50,000,000 in registered securities or the offering terminates as permitted or required by the terms of the Limited Partnership Agreement. 3 Effective September 1, 2007, the management fee to NuWave Investment Corp. will be increased from up to 2.5% annually to up to 3.25% annually. The fee will continue to be based on the rate of trading assigned by NuWave and approved by the General Partner. Correspondingly, the corporate General Partner will lower its incentive fee from 3.0% to 0.5%. This change will allow the commodity trading advisor increased flexibility in trading on behalf of the Fund. 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, which is incorporated herein by reference. You should carefully consider all the information we have included or incorporated by reference in this Amendment 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 Amendment. 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 None. 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 Man Financial Inc., 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 FCM to secure the losses on the trades made on its behalf by the CTA in the commodity markets. Item 3. Legal Proceedings The following disclosures have been updated to be current as of the date of this Amendment: There have been no legal proceedings against the Fund, its General Partner, the CTA, the IB or any of their Affiliates, directors or officers. The FCM, MF Global Inc., has had the following described reportable events, none of which, in the opinion of the FCM, is material to the performance of the FCM on behalf of the Fund's account: At any given time, MF Global Inc. ("MFG"), formerly known as Man Financial, Inc. ("MFI"), is involved in numerous legal actions and administrative proceedings, which in the aggregate, are not, as of the date of this prospectus, expected to have a material effect upon its condition, financial or otherwise, or to the services it will render to the partnership. There have been no administrative, civil or criminal proceedings pending, on appeal or concluded against MFG or its principals within the five years preceding the date of this prospectus that MFG would deem material for purposes of Part 4 of the Regulations of the Commodity Futures Trading Commission, except as follows: MFI has 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. MFI has informed the general 4 partner that in acting as executing and clearing broker for PAAF it was not responsible for its losses, that it has denied the material allegations of the complaint, that it has brought in third party defendants (one of which has been made a primary defendant), that it will move for summary judgment and will otherwise vigorously defend the litigation. Further, the outcome of the Litigation should not materially affect MFI or its ability to perform as a clearing broker. The Commodity Futures Trading Commission ("CFTC") is also investigating the events involving PAAF's losses and MFI's relationship to PAAF. To date, the CFTC has not brought any action against the MFI. On February 20, 2007, MFI settled a CFTC administrative proceeding (In the Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in which MFI 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 MFI. 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, MFI agreed to pay restitution to customers amounting to $196,900.44 and a civil monetary penalty of $120,000. MFI 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. As mentioned above, the FCM has assured the Fund that neither of the above events will interfere with the ability of the FCM to perform its duties on behalf of the Fund. 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 Limited Partners. The Limited Partners, (sic the Security Holders), have no right to participate in the management of the Fund. All of their voting rights, as defined in the Limited Partnership Agreement, are limited to the selection of the General Partner, amendments to the Limited Partnership Agreement, and other similar decisions. 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. In its Annual Report, the Registrant previously did not present summary financial information in this section because, as of December 31, 2006, it had not yet commenced operations and was considered a development stage enterprise. Subsequently, the Registrant has changed its accounting method 5 for financial reporting purposes as described in the Explanatory Note at the beginning of this Amendment. Accordingly, following is a summary of certain financial information for the Registrant for the period from inception to December 31, 2006, presented with the caveat that the Registrant had not yet commenced its business of trading futures in any of the periods presented. For a reconciliation of the below amounts with those presented in prior financials, please see page F-12 of the attached financials, Note 10, "Restatement and Correction of Error." Restated -------------------------------------------------------------- Period From May 16, 2003 (Inception) to Year ended December 31, 2006 2005 2004 2006 Performance per unit Net unit value, beginning of the year $(61,995.00) $(6,454.00) $(424.00) $1,000.00 Net realized and unrealized gains and losses on commodity transactions - - - - Investment and other income - - - - Expenses (1) (69,764.00) (15,603.00) (6,030.00) (1,424.00) Syndication costs transferred to capital - (39,938.00) Net increase for the year (69,764.00) (55,541.00) (6,030.00) (1,424.00) Net unit value at the end of the year $(131,759.00) $(61,995.00) $(6,454.00) $(424.00) Net assets at the end of the year ($000) $(264) $(124) $(13) $(1) Total return 78.79% 57.08% 175.34% -494.44% Ratio to average net assets Investment and other income 0.00% 0.00% 0.00% 0.00% Expenses 78.79% 57.08% 175.34% -494.44%
(1) Investment and other income and expenses are calculated using the average number of units outstanding during the year. Net realized and unrealized gains and losses on commodity transactions is a balancing amount necessary to reconcile the change in net unit value. The following summarized quarterly financial information presents the results of operations for the quarterly periods during the years ended December 31, 2006 and 2005, and reconciles the amounts given with those previously reported in the financial statements of the Registrant. 6 Quarters Ended ------------------------------------------------------------------------------------------- March 31, 2006 June 30, 2006 As previously As previously reported Adjustments Restated reported Adjustments Restated Total Investment Gain $- $- $- $- $- $- Net Income (Loss) - (9,532) (9,532) - (37,426) (37,426) Net Income (Loss) per partnership unit - (4,766.00) (4,766.00) - (18,713.00) (18,713.00) Capitalized Syndication Costs - - - - - - Net asset value per partnership unit at the end of period $1,000.00 $(67,761.00) $(66,761.00) $1,000.00 $(86,474.00) $(85,474.00) Quarters Ended ------------------------------------------------------------------------------------------- September 30, 2006 December 31, 2006 As previously As previously reported Adjustments Restated reported Adjustments Restated Total Investment Gain $- $- $- $- $- $- Net Income (Loss) - (22,558) (22,558) - (70,012) (70,012) Net Income (Loss) per partnership unit - (11,279.00) (11,279.00) - (35,006.00) (35,006.00) Capitalized Syndication Costs - - - - - - Net asset value per partnership unit at the end of period $1,000.00 $(97,753.00) $(96,753.00) $2,000.00 $(133,759.00) $(131,759.00) Quarters Ended ------------------------------------------------------------------------------------------- March 31, 2005 June 30, 2005 As previously As previously reported Adjustments Restated reported Adjustments Restated Total Investment Gain $- $- $- $- $- $- Net Income (Loss) - (4,550) (4,550) - (922) (922) Net Income (Loss) per partnership unit - (2,275.00) (2,275.00) - (461.00) (461.00) Capitalized Syndication Costs - - - - - - Net asset value per partnership unit at the end of period $1,000.00 $- $(8,729.00) $1,000.00 $- $(9,190.00)
7 Quarters Ended ------------------------------------------------------------------------------------------- September 30, 2005 December 31, 2005 As previously As previously reported Adjustments Restated reported Adjustments Restated Total Investment Gain $- $- $- $- $- $- Net Income (Loss) - (2,375) (2,375) - (23,359) (23,359) Net Income (Loss) per partnership unit - (1,187.50) (1,187.50) - (11,679.50) (11,679.50) Capitalized Syndication Costs - (79,876) (79,876) - - - Net asset value per partnership unit at the end of period $1,000.00 $- $(50,315.50) $1,000.00 $- $(61,995.00)
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. 8 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 Fund's restated results after payment and accrual of expenses for the year 2006, for financial reporting purposes, was a loss of $139,528 ($69,764 per Unit), and for all other purposes, including subscriptions and redemptions, was a loss of $0 ($0 per Unit). The Fund's restated results after payment and accrual of expenses for the year 2005, for financial reporting purposes, was a profit (loss) of $31,206 ($15,603 per Unit), and for all other purposes, including subscriptions and redemptions, was a loss of $0 ($0 per Unit). In its Annual Report, the Fund had deferred its offering and organizational costs and reported that it had no results (i.e., no profit or loss) for the years 2006 and 2005. Losses are now reported for these periods because offering and organizational costs have been expensed. Subsequent to the commencement of business, the Fund is subject to ongoing offering and operating expenses; however, profits or losses are primarily generated by the commodity trading advisor by methods that are proprietary to it. These results are not to be construed as an expectation of similar profits in the future. 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. 9 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. 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, 2006, were audited by Jordan, Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069 and are provided in this Amendment 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. 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. In the Fund's previously-filed Annual Report on Form 10-K for the year ended December 31, 2006 (the "Annual Report"), the General Partner of the Fund, under the actions of its sole principal, Michael Pacult, 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 December 31, 2006 and found them adequate. In May, 2007, management was informed by the SEC that its financials did not conform to SEC requirements because (1) the financials contained only two, and not three, years of financial information and inception to date for the statements of operations, changes in net assets, and cash flows, and (2) the audit opinion did not cover all financial periods stated. Because of these omissions, management has re-evaluated its prior conclusion regarding the effectiveness of the design and operation of its disclosure controls and procedures as of December 31, 2006 with respect to the Fund. Based upon Mr. Pacult's re-evaluation, conducted under Exchange Act Rule 13a-15 or 15d-15(e), he concluded that the omissions were caused by a personnel problem, were the result of obvious human error and lack of attention to detail, and that the Fund's disclosure controls and procedures were accordingly not effective as of December 31, 2006. To remediate the situation, Mr. Pacult has severely reprimanded those persons who prepared and reviewed the financial statements included in the Annual Report. Mr. Pacult accepts total responsibility for the financial statements of the Fund and filings made with the SEC, including the Annual Report and this Amendment. Internal Control over Financial Reporting Each month, the general partner reviews the profit and loss statements for the month and once approved each partner is sent a statement to disclose total Fund performance and the amount in the partner's capital account. Checks are paid for expenses only upon approval of invoices submitted to the general partner or pursuant to standing authorizations for periodic fixed expenses. Payment of redemption is only upon receipt of a request form signed by the person with authority over the limited partner's account. The general partner balances the daily account information with the monthly 10 compilation and financial statements prepared by the independent CPA. There have been 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 fourth quarter of fiscal year 2006 and through the date of this Amendment that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Fund. Item 9B. Other Information. None Part III 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 Partners of the Registrant during the year 2006 were White Oak Financial Services, Incorporated, a Delaware corporation, and Michael P. Pacult. The General Partners are both registered with the National Futures Association as commodity pool operators 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. Mr. Pacult is also a registered representative with Futures Investment Company, the affiliated broker dealer which conducts the "best efforts" offering of the Units. 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. 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 Amendment. As described previously, upon opening of the Fund, the General Partner will be paid fixed brokerage commissions of six percent (6%) per year, payable monthly, to cover the cost of the trades entered by the CTA. The corporate General Partner retains the difference, if any, between the cost to enter the trades and the six percent (6%). It is also paid an incentive fee of up to three percent (3%) on New Net Profits. 11 Subsequent Event As of September 1, 2007, the General Partner will receive up to one half percent (1/2%) on New Net Profits. 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, 2006: Name Percent Ownership Michael Pacult 50.0% Michael Pacult invested personally as a limited partner to comply with the legal requirement that a Limited Partnership must be formed by two or more people. Mr. Pacult redeemed his Limited Partner interest on March 2, 2007. (b) As of December 31, 2006, the corporate General Partner owned 1.00 Unit of Limited Partnership Interest, which constituted the other 50.0% 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. White Oak Financial Services, 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. (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 $9,845 and $6,547, respectively. Similar fees paid to Jordan, Patke and Associates, Ltd. for the same time periods were $1,490, 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 $350, 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 12 (5) The Board of Directors of White Oak Financial Services, 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, Financial Statement Schedules, and Reports on Form 8-K (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 Amendment. 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 (Sec 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. 333-119635 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 (Sec 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. 13 SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Amendment No. 2 to Form 10-K for the period ended December 31, 2006, to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: Providence Select Fund, Limited Partnership By White Oak Financial Services, Inc. Its General Partner Date: August 23, 2007 By: /s/ Michael Pacult Mr. Michael P. Pacult Sole Director, Sole Shareholder President and Treasurer 14 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Index to the Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Financial Statements 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 Financial Statements F-7 - F-13 Affirmation of Commodity Pool Operator F-14 F-1 Jordan, Patke & Associates, Ltd. Certified Public Accountants Report of Independent Registered Public Accounting Firm To the Partners of Providence Select Fund, Limited Partnership Dover, Delaware We have audited the accompanying statements of assets and liabilities of Providence Select Fund, Limited Partnership (a development stage enterprise) as of December 31, 2006 and 2005, and the related statements of operations, changes in net assets and cash flows for the years ended December 31, 2006, 2005 and 2004, and the cumulative period from May 16, 2003 (date of inception) through December 31, 2006. 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. 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. Providence Select 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 Providence Select 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 Providence Select Fund, Limited Partnership as of December 31, 2006 and 2005, and the results of its operations, its changes in net assets and its cash flows for the years ended December 31, 2006, 2005 and 2004, and the cumulative period from May 16, 2003 through December 31, 2006 are in conformity with accounting principles generally accepted in the United States of America. As discussed in Note 9 to the financial statements, the 2006, 2005, 2004 and the cumulative period from May 16, 2003 through December 31, 2006 financial statements have been restated to correct a misstatement. /s/ Jordan, Patke & Associates, Ltd. Jordan, Patke & Associates, Ltd. Lincolnshire, Illinois August 20, 2007 300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 Phone: (847) 913-5400 * Fax: (847) 913-5435 F-2 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statements of Assets and Liabilities Restated -------------------------------- December 31, 2006 2005 Assets Cash $304 $381 Total assets 304 381 Liabilities Accrued expenses 7,076 - Advances due to related parties 256,746 124,371 Total Liabilities 263,822 124,371 Net assets $(263,518) $(123,990) Analysis of Net Assets Limited partners $(131,759) $(61,995) General partner $(131,759) $(61,995) Net assets (equivalent to $(131,758.00) and $(61,994.00) per unit $(263,518) $(123,990) Partnership units outstanding Limited partners units outstanding 1.00 1.00 General partner units outstanding 1.00 1.00 Total partnership units outstanding 2.00 2.00
The accompanying notes are an integral part of the financial statements F-3 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statements of Operations For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 Restated -------------------------------------------------------------- Period From May 16, 2003 (Inception) to Year ended December 31, December 31, 2006 2005 2004 2006 Investment income Total investment income $- $- $- $- Expenses Professional accounting and legal fees 135,992 30,772 11,955 181,544 Other operating and administrative expenses 3,536 434 105 4,098 Total expenses 139,528 31,206 12,060 185,642 Net investment loss (139,528) (31,206) (12,060) (185,642) Realized and unrealized gain (loss) from investments and foreign currency Net gain on investments and foreign currency - - - - Net decrease in net assets resulting from operations $(139,528) $(31,206) $(12,060) $(185,642) Net income per unit Limited partnership unit $(69,764.00) $(15,603.00) $(6,030.00) $(92,821.00) General partnership unit $(69,764.00) $(15,603.00) $(6,030.00) $(92,821.00)
The accompanying notes are an integral part of the financial statements F-4 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statement of Changes in Net Assets For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 Restated -------------------------------------------------------------- Period From May 16, 2003 (Inception) to Year ended December 31, December 31, 2006 2005 2004 2006 Increase (decrease) in net assets from operations: Net investment loss $(139,528) $(31,206) $(12,060) $(185,642) Net realized gains (losses) from investments and foreign currency transactions - - - - Net increase (decrease) in unrealized appreciation from investments and translation of assets and liabilities in foreign currencies - - - - Net decrease in net assets resulting from operations (139,528) (31,206) (12,060) (185,642) Capital share subscriptions - - - 2,000 Capital share redemptions - - - - Initial offering Costs - (79,876) - (79,876) Total decrease in net assets (139,528) (111,082) (12,060) (263,518) Net assets at the beginning of the year (123,990) (12,908) (848) - Net assets at the end of the year $(263,518) $(123,990) $(12,908) $(263,518)
The accompanying notes are an integral part of the financial statements F-5 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) Statements of Cash Flows For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 Restated -------------------------------------------------------------- Period From May 16, 2003 (Inception) to Year ended December 31, December 31, 2006 2005 2004 2006 Cash Flows from Operating Activities Net increase (decrease) in net assets resulting from operations $(139,528) $(31,206) $(12,060) $(185,642) Adjustments to reconcile net income to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Expenses financed by related parties 20,831 31,206 12,060 66,945 Cash paid towards initial offering costs - (2,711) (105) (3,234) Increase (decrease) in accrued expenses 7,076 - - 7,076 Net cash provided by (used in) operating activities (111,621) (2,711) (105) (114,855) Cash Flows from Financing Activities Increase in cash advances from related parties 111,544 1,220 - 113,159 Initial partner contribution - - - 2,000 Net cash provided by financing activities 111,544 1,220 - 115,159 Net increase (decrease) in cash and cash equivalents (77) (1,491) (105) 304 Cash at the beginning of the period 381 1,872 1,977 - Cash at the end of the period $304 $381 $1,872 $304 Non-Cash Financing Activities Costs paid by and owed to related parties $20,831 $42,685 $15,900 $143,587
The accompanying notes are an integral part of the financial statements F-6 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 1. Nature of the Business Providence Select Fund, Limited Partnership (the Fund) was formed on May 16, 2003 under the laws of the State of Delaware. The Fund expects to engage in high risk, speculative and hedge trading of futures and forward contracts, options on futures and forward contracts, and other instruments selected by registered commodity trading advisors (CTA's). However, the Fund will not commence business until at least $1,030,000 worth of partnership interests are sold. The maximum offering is $50,000,000. White Oak Financial Services, Inc. (White Oak) and Michael Pacult are the General Partners and commodity pool operators (CPO's) of the Fund. The initial CTA is expected to be NuWave Investment Corp., which will have the authority to trade as much of the Fund's equity as is allocated to it by the General Partner. The selling agent is Futures Investment Company (FIC), which is controlled by Michael Pacult and his wife. The Partnership is in the development stage and its efforts through December 31, 2006 have been principally devoted to organizational activities. 2. Significant Accounting Polices Regulation - The Fund is a registrant (effective September 12, 2005) with the Securities and Exchange Commission (SEC) pursuant to the Securities and Exchange Act of 1934 (the Act). The Fund is subject to the regulations of the SEC and the reporting requirements of the Act. The Fund will also be 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 will be subject to the requirements of futures commission merchants and interbank market makers through which the Fund trades. Offering Expenses and Organizational Costs - Providence has incurred $225,566 and $101,210 in offering costs through December 31, 2006 and 2005, respectively. The Fund has agreed to reimburse White Oak and other affiliated entities for all offering expenses incurred up to the commencement of business after the twelfth month following the commencement of business. These reimbursement amounts are $256,746 and $124,371 as of December 31, 2006 and 2005, respectively. The commencement of business is contingent upon the sale of at least $1,030,000 of partnership interests. Organizational costs are expensed as incurred and reimbursed. All costs after the commencement of business are expensed as incurred by the Fund. For financial reporting purposes in conformity with U.S. GAAP, on the Fund's initial effective date, September 12, 2005, the Fund deducted the total initial offering costs as of that date from Partner's capital and began expensing all offering costs. 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 twelfth month following the commencement of business. Consequently, as of December 31, 2006 and 2005, the Net Asset Value and Net Asset Value per Unit for financial reporting purposes and for all other purposes are as follows: December 31, 2006 2005 Net Asset Value Financial Reporting $(263,518) $(123,990) All Other Purposes $2,000 $2,000 Number of Units 2.00 2.00 Net Asset Value per Unit Financial Reporting $(131,759.00) $(61,995.00) All Other Purposes $1,000.00 $1,000.00 Registration Costs - Costs incurred for the initial filings with Securities and Exchange Commission, National Association of Securities Dealers, Inc. and the states where the offering is expected to be made are included in the offering expenses and, accordingly, are accounted for as described above under "Offering Expenses and Organizational Costs". F-7 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 2. Significant Accounting Polices, Continued Revenue Recognition - Forward contracts, futures and other investments are recorded on the trade date and will be reflected in the statement of operations at the difference between the original contract amount and the market value on the last business day of the reporting period. Market value of forward contracts, futures and other investments is based upon exchange or other applicable closing quotations related to the specific positions. 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 will consider only money market funds to be cash equivalents. Net cash provided by operating activities includes no cash payments for interest or income taxes for the years ending December 31, 2006, 2005 and 2004. There were no cash equivalents as of December 31, 2006, 2005 and 2004. 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. 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. 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. The Corporate General Partner has contributed $1,000 in cash for deposit to the capital of the Fund for a General Partnership interest in the Partnership. F-8 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 3. General Partner Duties, Continued If the net unit value of the partnership falls to less than 50% of the greater of the original $1,000 selling price, less commissions and other charges or such higher value earned through trading, then the General Partner will immediately suspend all trading, provide all limited partners with notice of the reduction in net unit value and give all limited partners the opportunity, for fifteen days after such notice, to redeem partnership interests. No trading shall commence until after the lapse of such fifteen day period. 4. The Limited Partnership Agreement The Limited Partnership Agreement provides, among other things, that- 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 Partner. 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 subscription account and will be transferred to the Fund's account after the minimum to commence business has been raised and, thereafter, on the first business day of the month after the subscription is accepted. Interest earned on the subscription 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. Unless this requirement is waived, the written request must be received by the general partner no less than ten 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 will be a redemption fee commencing from the date of purchase of units of 3% during the first four months, 2% during the second four months, 1% during the third four months and no redemption fee after the twelfth month. F-9 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 5. Fees The Fund will be charged the following fees on a monthly basis as of the commencement of trading. A monthly management fee will be paid to the CTA based on the rate of trading assigned by the CTA and approved by the General Partner of up to 2.5% (annual rate) of the Fund's net assets allocated to the CTA to trade will be paid to the CTA. The Fund will pay the Corporate General Partner a fixed brokerage commission of 6%, from which the Corporate General Partner will pay the round turn commissions to the futures commission merchant. A quarterly incentive fee of 20% of "new trading profits" will be paid to each CTA and up to a 3% quarterly incentive fee will be paid to the Corporate General Partner. "New trading profits" includes all income earned by a CTA and expense allocated to his activity. In the event that trading produces a loss for a CTA, no incentive fees will be paid and all losses will be carried over to the following months until profits from trading exceed the loss. It is possible for one CTA to be paid an incentive fee during a quarter or a year when the Fund experienced a loss. After the Fund commences trading, the Fund will pay the selling agents a 3% continuing service fee based on the initial investment the first year. Each year thereafter, for so long as the investment remains in the Fund, the Fund will pay this fee at 1/4% monthly based on the net asset value of the investment. The General Partner has reserved the right to change the management fee and the incentive fee at its sole discretion. The total incentive fees may be increased to 27% if the management fee is eliminated. The Fund may also increase the management fees paid to the CTA's and general partner to 6% of total net assets if the total incentive fees are decreased to 15%. 6. Related Party Transactions Michael Pacult, the sole shareholder of White Oak has made an initial limited partner capital contribution in the Fund of $1,000. He is also the sole shareholder of Ashley Capital Management, Inc. (the general partner of another commodity fund), which along with the shareholder and other affiliates, has temporarily funded the syndication costs incurred by the Fund to date. In Accordance with Financial Accounting Standards Board Interpretation No. 46(R), Consolidation of Variable Interest Entities, a variable interest entity relationship exists between White Oak and the Fund. 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. F-10 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 6. Related Party Transactions, Continued The Fund has received advances from four related parties: White Oak Financial Services, Inc., general partner of Providence Select Fund, LP, Ashley Capital Management, Inc., Futures Investment Company, the introducing broker and Michael Pacult, president of Futures Investment Company, White Oak Financial Services, Inc. and Ashley Capital Management, Inc. The Fund has the following advances due to related parties at December 31, 2006 and 2005: December 31, 2006 2005 Futures Investment Company $64,105 $833 Ashley Capital Management, Inc. 62,355 20,450 Michael Pacult 46,650 19,650 White Oak Financial Services, Inc. 83,636 83,438 Total advances due to related parties $256,746 $124,371 These advances are to help pay for various costs, including operating and start-up costs, and are recorded as due to related party. The balance will be reimbursed after the twelfth month of operation. These amounts bear no interest or due dates and are unsecured. 7. Partnership Unit Transactions As of December 31, 2006, 2005 and 2004 partnership units were $(131,759.00), $(61,995.00) and $(6,454.00) per unit respectively for financial reporting purposes. Transactions in partnership units were as follows: (Restated) ------------------------------------------ Units Amount 2006 2005 2004 2006 2005 2004 Limited Partner Units Subscriptions - - - $- $- $- Redemptions - - - - - - Net income for the year ended 12/31 - - - (69,764) (15,603) (6,030) Offering costs - - - - (39,938) - Total - - - (69,764) (55,541) (6,030.00) General Partner Units Subscriptions - - - - - - Redemptions - - - - - - Net income for the year ended 12/31 - - - (69,764) (15,603) (6,030) Offering costs - - - - (39,938) - Total - - - (69,764) (55,541) (6,030) Total Units Subscriptions - - - - - - Redemptions - - - - - - Net income for the year ended 12/31 - - - (139,528) (31,206) (12,060) Offering costs - - - - (79,876) - Total - - - $(139,528) $(111,082) $(12,060)
8. Concentrations The Fund will maintain all of its initial subscription deposits with a commercial financial institution. In the event of the financial institution's insolvency, recovery of Fund deposits may be limited to account insurance or other protection afforded deposits by the institution. F-11 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 9. Restatement and Correction of an Error We have restated the Fund's financial statements and other financial information contained in our Annual Report on Form 10-K, as amended, for the years ended December 31, 2006, 2005 and 2004 and the period from inception to year-end 2006 to correct our accounting for the treatment of offering and organizational costs. The accompanying financial statements were restated only to reflect the adjustments described below and do not reflect events occurring after December 31, 2006, the date of the information contained in our original Form 10-K, nor modify or update those disclosures that have been affected by subsequent events. Accordingly, these financials should be read in conjunction with our filings made with the SEC. The SEC has requested revision of the Registrant's financial statements to expense reimbursable organizational costs in accordance with SOP 98-5 and reflect reimbursable offering costs as a reduction to partnership capital as of the initial effective date of the offering, September 12, 2005, and expense them thereafter. Upon completion of our investigation and analysis of this request, on August 2, 2007, our management concluded that we would amend our previously filed Annual Report on Form 10-K for the year ended December 31, 2006 and our previously filed Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 to comply with the request of the SEC. The Audit Committee of our Board of Directors, composed of the sole director, owner and principal of the corporate general partner, Mr. Michael Pacult, who is also the individual general partner, ratified the decision to amend our previously filed reports on August 2, 2007. These changes are for financial reporting purposes only. For all other purposes, including determining the Net Asset Value per Unit for subscription and redemption purposes, the Fund will not reimburse the offering costs until after the twelfth month following the commencement of business. Accordingly, we do not believe the change is material to the limited partners of the Fund. We are restating our previously issued financial statements in accordance with the guidance provided in SFAS 154, Accounting Changes and Error Corrections. The following table sets forth the effects of the restatement on certain line items within our previously reported financial statements: Period From May 16, 2003 Year Ended Dec 31, 2006 Year Ended Dec 31, 2005 Year Ended Dec 31, 2004 Inception to Dec 31, 2006 As previously As previously As previously As previously reported Adustments Restated reported Adustments Restated reported Adustments Restated reported Adustments Restated Statement of Assets and Liabilities Reimbursable syndication costs $261,561 $(261,561) $- $125,426 $(125,426) $- Prepaid operating costs and other 3,956 (3,956) - 562 (562) - Total Assets 265,821 (265,517) 304 126,369 (125,988) 381 Limited partners 1,000 (132,759) (131,759) 1,000 (62,995) (61,995) General partners 1,000 (132,759) (131,759) 1,000 (62,995) (61,995) Net Assets 2,000 (265,518) (263,518) 2,000 (125,990) (123,990) NAV Per Unit 1,000.00 (132,759.00) (131,759.00) 1,000.00 (62,995.00) (61,995.00) Statement of Operations Professional accounting and legal fees - 135,992 135,992 - 30,772 30,772 $- $11,955 $11,955 $- $181,544 $181,544 Other operating and administrative expenses - 3,536 3,536 - 434 434 - 105 105 - 4,098 4,098 Expenses - 139,528 139,528 - 31,206 31,206 - 12,060 12,060 - 185,642 185,642 Net Investment (loss) - (139,528) (139,528) - (31,206) (31,206) - (12,060) (12,060) - (185,642) (185,642) Net income per unit - (69,764.00) (69,764.00) - (15,603.00) (15,603.00) - (6,030.00) (6,030.00) - (92,821.00) (92,821.00) Statement of Changes in Net Assets Net Investment gain (loss) - (139,528) (139,528) - (31,206) (31,206) - (12,060) (12,060) - (185,642) (185,642) Increases (decreases) in net assets from operations - (139,528) (139,528) - (31,206) (31,206) - (12,060) (12,060) - (185,642) (185,642) Initial offering costs - - - - (79,876) (79,876) - - - Total decrease in net assets - (139,528) (139,528) - (111,082) (111,082) - (12,060) (12,060) - (263,518) (263,518) Net assets at the beginning of the year 2,000 (125,990) (123,990) 2,000 (14,908) (12,908) 2,000 (2,848) (848) 2,000 (2,000) - Net assets at the end of the year 2,000 (265,518) (263,518) 2,000 (125,990) (123,990) 2,000 (14,908) (12,908) 2,000 (265,518) (263,518) Statement of Cash Flows Net decrease in net assets resulting from operations - (139,528) (139,528) - (31,206) (31,206) - (12,060) (12,060) - (185,642) (185,642) (Increase) in reimbursable syndication costs (114,760) 114,760 - (20,707) 17,996 (2,711) (105) - (105) (115,817) 112,583 (3,234) (Increase) in prepaid operating expenses (3,394) 3,394 - (434) 434 - - - - (3,956) 3,956 - Increase in accrued expenses 7,076 - 7,076 - - - - - - 7,076 - 7,076 Net cash (used in) operating activities (111,078) (543) (111,621) (21,141) 18,430 (2,711) (105) - (105) (112,697) (2,158) (114,855) Increase in cash advances from related parties 111,001 543 111,544 19,650 (18,430) 1,220 - - - 111,001 2,158 113,159 Initial partner contributions - - - - - - - - - 2,000 - 2,000 Net increase in cash from financing activities 111,001 543 111,544 19,650 (18,430) 1,220 - - - 113,001 2,158 115,159 Cash at the beginning of the period 381 - 381 1,872 - 1,872 1,977 - 1,977 - - - Cash at the end of the period 304 - 304 381 - 381 1,872 - 1,872 304 - 304 Costs paid by and owed to related parties $21,375 $(544) $20,831 $24,253 $18,432 $42,685 $15,899 $1 $15,900 $126,094 $17,493 $143,587
F-12 Providence Select Fund, Limited Partnership (A Development Stage Enterprise) For the Years Ended December 31, 2006, 2005 and 2004 10. Financial Highlights Restated -------------------------------------------------------------- Period From May 16, 2003 (Inception) to Year ended December 31, 2006 2005 2004 2006 Performance per unit Net unit value, beginning of the year $(61,995.00) $(6,454.00) $(424.00) $1,000.00 Net realized and unrealized gains and losses on commodity transactions - - - - Investment and other income - - - - Expenses (1) (69,764.00) (15,603.00) (6,030.00) (1,424.00) Syndication costs transferred to capital - (39,938.00) Net increase for the year (69,764.00) (55,541.00) (6,030.00) (1,424.00) Net unit value at the end of the year $(131,759.00) $(61,995.00) $(6,454.00) $(424.00) Net assets at the end of the year ($000) $(264) $(124) $(13) $(1) Total return 78.79% 57.08% 175.34% -494.44% Ratio to average net assets Investment and other income 0.00% 0.00% 0.00% 0.00% Expenses 78.79% 57.08% 175.34% -494.44%
(1) Investment and other income and expenses are calculated using the average number of units outstanding during the year. Net realized and unrealized gains and losses on commodity transactions is a balancing amount necessary to reconcile the change in net unit value. F-13 Providence Select Fund, Limited Partnership Affirmation of the Commodity Pool Operator For the Years Ended December 31, 2006, 2005 and 2004, and the Cumulative Period from May 16, 2003 (Date of Inception) to December 31, 2006 ***************************************************************************** To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete. /s/ Michael Pacult August 23, 2007 Michael Pacult Date President, White Oak Financial Services, Inc. General Partner Providence Select Fund, Limited Partnership F-14 EX-31 2 prov10k2a082407ex31.txt Exhibit 31.01 CERTIFICATION I, Michael Pacult, do hereby certify that: 1. I have reviewed this Amendment No. 2 to the annual report on Form 10-K of Providence Select Fund, Limited Partnership; 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 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)) for the registrant and 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 principles; (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 reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer 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. By: /s/ Michael Pacult Michael Pacult Date: August 23, 2007 EX-32 3 prov10k2a082407ex32.txt EXHIBIT 32.01 CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER I, Michael Pacult, the Chief Executive Officer and Chief Financial Officer of White Oak Financial Services, Inc. as General Partner of Providence Select Fund, LP, certify that (i) Amendment No. 2 to Form 10-K for the year ended December 31, 2006 of Providence Select Fund, LP 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 Amendment No. 2 to Form 10-K for the year ended December 31, 2006 fairly presents, in all material respects, the financial condition and results of operations of Providence Select Fund, LP. PROVIDENCE SELECT FUND, LP By: White Oak Financial Services, Inc., General Partner By: /s/ Michael Pacult Michael Pacult Chief Executive Officer & Chief Financial Officer Date: August 23, 2007 -----END PRIVACY-ENHANCED MESSAGE-----