**UNITED STATES SECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

**FORM 10-Q**

 

| **(Mark One)**                                                                                                                           |   |   |
|------------------------------------------------------------------------------------------------------------------------------------------|--------|--------|
|                                                                                                                                     |   |   |
| **x**** QUARTERLY REPORT PURSUANT TO  SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934**                        |
|                                                                                                                                     |
| **For the quarterly period ended March 31,  2008**                                                                                  |
| ** **                                                                                                                               |
| **OR**                                                                                                                                   |
|                                                                                                                                     |   |   |
| **o****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 0-52700**                                                                                                       |

 

**ML CHESAPEAKE FUTURESACCESS LLC**

(Exact Name of Registrantas

specified in its charter)

 

| **Delaware**                    |   | **30-040823**                     |
|---------------------------------|--------|-----------------------------------|
| (State or other jurisdiction of |   | (IRS Employer Identification No.) |
| incorporation or organization)  |   |                              |

** **

**c/o Merrill Lynch Alternative Investments LLC**

**Hopewell Corporate Campus - Building No. 2**

**1200 Merrill Lynch Drive - First Floor**

**Pennington, New Jersey 08534**

(Address of principalexecutive offices)

(Zip Code)

 

**609-274-5838**

(Registrant’s telephonenumber, including area code)

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed by Section 13or 15(d) of the Securities Exchange Act of 1934 during the preceding 12months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements forthe past 90 days.

Yes x   No o

 

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, anon-accelerated filer, or a smaller reporting company. See definitions of“large accelerated filer,” “accelerated filer,” and “smaller reporting company”in Rule 12b-2 of the Exchange Act. (Check one):

 

| Large accelerated filer  o                     |   | Accelerated filer o          |
|------------------------------------------------|--------|-----------------------------------|
|                                           |   |                              |
| Non-accelerated filer x                        |   | Smaller reporting  company o |
| (Do not check if a  smaller reporting company) |   |                              |

 

Indicate by check markwhether registrant is a shell company (as defined by Rule 12b-2 of theExchange Act).

Yes o  No x

 

Indicate by check markwhether the registrant has filed all documents and reports required to be filedby Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.

Yes o   No o

 

The limited partnershipunits of the registrant are not publicly traded. Accordingly, there is noaggregate market value for registrant’s outstanding equity that is readily determinable.

 

 

----

 

**ML CHESAPEAKE FUTURESACCESS LLC**

 

QUARTERLY REPORT FOR MARCH 31,2008 ON FORM 10-Q

 

Table of Contents

 
| ** ** | ** **                                                                                  | **PAGE**   |
|------------|---------------------------------------------------------------------------------------------|------------|
| ** ** | **PART I**                                                                             | ** ** |
|       |                                                                                        |       |
| Item  1.   | Financial  Statements                                                                       | 1          |
|       |                                                                                        |       |
| Item  2.   | Management’s  Discussion and Analysis of Financial Condition and Results of Operations | 8          |
|       |                                                                                        |       |
| Item  3.   | Quantitative  and Qualitative Disclosures About Market Risk                                 | 10         |
|       |                                                                                        |       |
| Item  4.   | Controls  and Procedures                                                                    | 12         |
|       |                                                                                        |       |
|       | **PART II**                                                                            |       |
|       |                                                                                        |       |
| Item  1.   | Legal  Proceedings                                                                          | 13         |
|       |                                                                                        |       |
| Item  1A.  | Risk  Factors                                                                               | 13         |
|       |                                                                                        |       |
| Item  2.   | Unregistered  Sales of Equity Securities and Use of Proceeds                                | 15         |
|       |                                                                                        |       |
| Item  3.   | Defaults  Upon Senior Securities                                                            | 16         |
|       |                                                                                        |       |
| Item  4.   | Submission  of Matters to a Vote of Security Holders                                        | 16         |
|       |                                                                                        |       |
| Item  5.   | Other  Information                                                                          | 16         |
|       |                                                                                        |       |
| Item  6.   | Exhibits                                                                                    | 16         |

 

----

 

PART I -FINANCIAL INFORMATION

 

Item 1.    Financial Statements

 

ML CHESAPEAKE FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

STATEMENT OFFINANCIAL CONDITION

(unaudited)

 
| ** **                                                                        | ** ** | **March 31,** | ** **  | **December 31,** | ** ** |
|-----------------------------------------------------------------------------------|------------|--------------------|-------------|-----------------------|------------|
| ** **                                                                        | ** ** | **2008**           | ** **  | **2007**              | ** ** |
| ** **                                                                        | ** ** | **(unaudited)**    | ** **  | ** **            | ** ** |
| **ASSETS:**                                                                       |       |               |        |                  |       |
| Equity in  commodity futures trading accounts:                                    |       |               |        |                  |       |
| Cash (included  restricted cash of $16,521,072 for 2008 and $29,440,601 for 2007) |       | $                  | 118,475,922 |                  | $          | 113,195,547 |   |
| Net unrealized  profit (loss) on open contracts                                   |       | (520,647           | )           | 5,301,489             |       |
| Cash                                                                              |       | 41,987             |        | 82,836                |       |
| Deferred initial  offering costs                                                  |       | —             |        | 12,500                |       |
| Accrued interest                                                                  |       | 271,017            |        | 391,180               |       |
|                                                                              |       |               |        |                  |       |
| **TOTAL  ASSETS**                                                                 |       | $                  | 118,268,279 |                  | $          | 118,983,552 |   |
|                                                                              |       |               |        |                  |       |
| **LIABILITIES  AND MEMBERS’ CAPITAL**                                        |       |               |        |                  |       |
| LIABILITIES:                                                                      |       |               |        |                  |       |
| Brokerage  commissions payable                                                    |       | $                  | 38,318      |                  | $          | 41,616 |   |
| Management fee  payable                                                           |       | 119,617            |        | 114,949               |       |
| Incentive fee  payable                                                            |       | 1,278,942          |        |                  |       |
| Initial offering  costs payable                                                   |       | 50,000             |        | 50,000                |       |
| Sponsor fee  payable                                                              |       | 286                |        | 300                   |       |
| Redemptions  payable                                                              |       | —             |        | 7,298,096             |       |
| Other                                                                             |       | 14,240             |        | 21,218                |       |
|                                                                              |       |               |        |                  |       |
| Total  liabilities                                                                |       | 1,501,403          |        | 7,526,179             |       |
|                                                                              |       |               |        |                  |       |
| MEMBERS’  CAPITAL:                                                           |       |               |        |                  |       |
| Members’ Capital  (102,435,232 and 108,911,153 Units Outstanding)            |       | 116,766,876        |        | 111,457,373           |       |
| Total members’  capital                                                      |       | 116,766,876        |        | 111,457,373           |       |
|                                                                              |       |               |        |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                  |       | $                  | 118,268,279 |                  | $          | 118,983,552 |   |
|                                                                              |       |               |        |                  |       |
| **NET  ASSET VALUE PER UNIT (NOTE 2)**                                            |       |               |        |                  |       |

 

See notes tofinancial statements.

 

1

----

 

ML CHESAPEAKE FUTURESACCESS LLC

(a Delaware Limited Liability Company)

 

STATEMENT OFOPERATIONS

(unaudited)

 
| ** **                                    | ** ** | **For the three**  | ** ** |
|-----------------------------------------------|------------|------------------------------|------------|
| ** **                                    | ** ** | **months ended**        | ** ** |
| ** **                                    | ** ** | **March 31, 2008** | ** ** |
| **TRADING  PROFIT:**                          |       |                         |       |
|                                          |       |                         |       |
| Realized                                      |       | $                            | 20,229,829 |   |
| Change in  unrealized                         |       | (5,822,136                   | )          |
| Brokerage  commissions                        |       | (79,671                      | )          |
|                                          |       |                         |       |
| Total trading  profit                         |       | 14,328,022                   |       |
|                                          |       |                         |       |
| **INVESTMENT  INCOME:**                       |       |                         |       |
| Interest                                      |       | 890,532                      |       |
|                                          |       |                         |       |
| **EXPENSES:**                                 |       |                         |       |
| Management fee                                |       | 369,435                      |       |
| Incentive fee                                 |       | 1,505,247                    |       |
| Sponsor fee                                   |       | 989                          |       |
| Other                                         |       | 47,194                       |       |
|                                          |       |                         |       |
| Total expenses                                |       | 1,922,865                    |       |
|                                          |       |                         |       |
| **NET  INVESTMENT LOSS**                      |       | (1,032,333                   | )          |
|                                          |       |                         |       |
| **NET  INCOME**                               |       | $                            | 13,295,689 |   |
|                                          |       |                         |       |
| **NET INCOME  PER UNIT:**                     |       |                         |       |
|                                          |       |                         |       |
| Weighted average  number of Units outstanding |       |                         |       |
| Class A                                  |       | 29,496                       |       |
| Class C                                  |       | 123,663                      |       |
| Class D-SM                               |       | 20,431,036                   |       |
| Class D-TF                               |       | 86,575,296                   |       |
| Class I                                  |       | 17,032                       |       |
|                                          |       |                         |       |
| Net income per  weighted average Unit         |       |                         |       |
| Class A                                  |       | $                            | 0.1278     |   |
| Class C                                  |       | $                            | 0.1322     |   |
| Class D-SM                               |       | $                            | 0.1051     |   |
| Class D-TF                               |       | $                            | 0.1285     |   |
| Class I                                  |       | $                            | 0.1064     |   |

 

See notes to financialstatements.

 

2

----

 

ML CHESAPEAKE FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

STATEMENT OFCHANGES IN MEMBERS’ CAPITAL

For the three monthsended March 31, 2008

(unaudited)

 
| ** **                 | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | **Members’ Capital** | ** ** |
|----------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------|------------|
| ** **                 | ** ** | **December 31, 2007** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **March 31, 2008**   | ** ** |
|                       |       |                            |       |              |       |            |       |                           |       |
| Class A               |       | 29,496                          |       | —            |       | —          |       | 29,496                         |       |
| Class C               |       | 111,004                         |       | 23,866            |       | (33,622         | )          | 101,248                        |       |
| Class D-SM            |       | 18,218,323                      |       | 3,500,356         |       | —          |       | 21,718,679                     |       |
| Class D-TF            |       | 90,542,330                      |       | —            |       | (9,977,069      | )          | 80,565,261                     |       |
| Class I               |       | 10,000                          |       | 10,548            |       | —          |       | 20,548                         |       |
|                       |       |                            |       |              |       |            |       |                           |       |
| Total Members’  Units |       | 108,911,153                     |       | 3,534,770         |       | (10,010,691     | )          | 102,435,232                    |       |

 
| ** **                    | ** ** | **Members’ Capital**  | ** **  | ** **        | ** ** | ** **      | ** ** | ** **          | ** **  | **Members’ Capital** | ** ** |
|-------------------------------|------------|---------------------------------|-------------|-------------------|------------|-----------------|------------|---------------------|-------------|--------------------------------|------------|
| ** **                    | ** ** | **December 31, 2007** | ** **  | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income** | ** **  | **March 31, 2008**   | ** ** |
|                          |       |                            |        |              |       |            |       |                |        |                           |       |
| Class A                  |       | 35,885                          |        | —            |       | —          |       | 3,770               |        | 39,655                         |       |
| Class C                  |       | 102,301                         |        | 22,000            |       | (36,907         | )          | 16,343              |        | 103,737                        |       |
| Class D-SM               |       | 18,829,228                      |        | 3,886,789         |       | —          |       | 2,148,302           |        | 24,864,319                     |       |
| Class D-TF               |       | 92,480,677                      |        | —            |       | (11,868,072     | )          | 11,125,461          |        | 91,738,066                     |       |
| Class I                  |       | 9,282                           |        | 10,004            |       | —          |       | 1,813               |        | 21,099                         |       |
|                          |       |                            |        |              |       |            |       |                |        |                           |       |
| Total Members’  Interest |       | $                               | 111,457,373 |              | $          | 3,918,793       |       | $                   | (11,904,979 | )                              | $          | 13,295,689 |   | $ | 116,766,876 |   |
|                               |            |                                 |             |                   |            |                 |            |                     |             |                                |            |  |  |  |  |  |

 

See notes tofinancial statements.

 

3

----

 

ML CHESAPEAKE FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

 

NOTES TO FINANCIALSTATEMENTS

(unaudited)

 

1.                           SUMMARYOF SIGNIFICANT ACCOUNTING POLICIES

 

ML ChesapeakeFuturesAccess LLC (the “Fund”) was organized under the Delaware Limited LiabilityCompany Act on March 8, 2007 and commenced trading activities on April 2,2007. The Fund issues new units of limited liability company interest (“Units”)at Net Asset Value per Unit. The Fund engages in the speculative trading offutures, options on futures and forward contracts on a wide range ofcommodities. Chesapeake Capital Corporation (“Chesapeake”) is the tradingadvisor of the Fund.

 

Merrill LynchAlternative Investments LLC (“MLAI”) is the Sponsor (“Sponsor”) and Manager (“Manager”)of the Fund. MLAI is an indirect wholly-owned subsidiary of Merrill Lynch &Co., Inc. (“Merrill Lynch”). Merrill Lynch, Pierce, Fenner & Smith Incorporated (“MLPF&S”),a wholly-owned subsidiary of Merrill Lynch, is the Fund’s commodity broker.

 

In the opinion of management, the financial statementscontain all adjustments necessary to present fairly the financial position ofthe Fund as of March 31, 2008 and the results of its operations for thethree months ended March 31, 2008. However, the operating results for theinterim period may not be indicative of the results for the full year.

 

Certaininformation and footnote disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“U.S. GAAP”) have been omitted.  It is suggested that these financialstatements be read in conjunction with the Fund’s financial statement and notesthereto included in Fund’s Annual Report on Form 10-K filed with theSecurities Exchange Commission.

 

The preparation offinancial statements in conformity with U.S. GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period.  Actualresults could differ from those estimates

 

2.                           NETASSET VALUE

 

For financial reporting purposes, in conformity withU.S. GAAP, the Fund amortizes over a twelve-month period the initial offeringcosts for purposes of determining Net Asset Value. Such costs initially werepaid by MLAI.  For all other purposes,including computing Net Asset Value for purposes of member subscription andredemption activity, such costs are amortized over 60 months. Consequently, theNet Asset Value and Net Asset Value per Unit of the different Classes forfinancial reporting purposes and for all other purposes at March 31, 2008and December 31, 2007 are as follows:

 

4

----

 

March 31, 2008

 
| ** **      | ** ** | **Net Asset Value**    | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|-----------------|------------|----------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** **      | ** ** | **All Other Purposes** | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                        | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
|            |       |                             |        |                     |       |                                             |       |   |   |   |   |
| Class A    |       | $                                | 39,661      |                     | $          | 39,655                                           |       | 29,496 |   | $ | 1.3446 |   | $ | 1.3444 |   |
| Class C    |       | 103,766                          |        | 103,738                  |       | 101,248                                          |       | 1.0249 |   | 1.0246 |   |
| Class D-SM |       | 24,869,025                       |        | 24,864,319               |       | 21,718,679                                       |       | 1.1451 |   | 1.1448 |   |
| Class D-TF |       | 91,773,322                       |        | 91,738,066               |       | 80,565,261                                       |       | 1.1391 |   | 1.1387 |   |
| Class I    |       | 21,100                           |        | 21,098                   |       | 20,548                                           |       | 1.0269 |   | 1.0268 |   |
|            |       | $                                | 116,806,874 |                     | $          | 116,766,876                                      |       | 102,435,232 |   |   |   |   |   |
|                 |            |                                  |             |                          |            |                                                  |            |  |  |  |  |  |  |  |  |

 

December 31, 2007

 
| ** ** | ** ** | **Net Asset Value** | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** **  | **Financial  Reporting** | ** ** | **Number of Units**                    | ** ** | **All Other  Purposes** | ** ** | **Financial  Reporting** | ** ** |
|       |       |                          |        |                     |       |                                             |       |   |   |   |   |
| Class A    |       | $                             | 35,888      |                     | $          | 35,885                                           |       | 29,496 |   | $ | 1.2167 |   | $ | 1.2166 |   |
| Class C    |       | 102,319                       |        | 102,301                  |       | 111,004                                          |       | 0.9218 |   | 0.9216 |   |
| Class D-SM |       | 18,831,754                    |        | 18,829,228               |       | 18,218,323                                       |       | 1.0337 |   | 1.0335 |   |
| Class D-TF |       | 92,508,127                    |        | 92,480,677               |       | 90,542,330                                       |       | 1.0217 |   | 1.0214 |   |
| Class I    |       | 9,283                         |        | 9,282                    |       | 10,000                                           |       | 0.9283 |   | 0.9282 |   |
|       |       | $                             | 111,487,371 |                     | $          | 111,457,373                                      |       | 108,911,153 |   |   |   |   |   |
|            |            |                               |             |                          |            |                                                  |            |  |  |  |  |  |  |  |  |

 

2.               MARKET AND CREDIT RISKS

 

Thenature of this Fund has certain risks, which cannot be presented on thefinancial statements.  The followingsummarizes some of those risks.

 

MarketRisk

 

Derivativeinstruments involve varying degrees of market risk.  Changes in the level or volatility ofinterest rates, foreign currency exchange rates or the market values of thefinancial instruments or commodities underlying such derivative instrumentsfrequently result in changes in the Fund’s Net unrealized profit (loss) on suchderivative instruments as reflected in the Statements of FinancialCondition.  The Fund’s exposure to marketrisk is influenced by a number of factors, including the relationships amongthe derivative instruments held by the Fund as well as the volatility andliquidity of the markets in which the derivative instruments are traded.Investments in foreign markets may also entail legal and political risks.

 

5

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MLAI hasprocedures in place intended to control market risk exposure, although therecan be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily onmonitoring the trading of Chesapeake, the trading advisor, calculating the NetAsset Value of the Fund as of the close of business on each day and reviewingoutstanding positions for over-concentrations. While MLAI does not intervene in the markets to hedge or diversify theFund’s market exposure, MLAI may urge Chesapeake to reallocate positions in anattempt to avoid over-concentrations. However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk controlprocedures will consist of the ongoing process of advisor monitoring, with themarket risk controls being applied by Chesapeake.

 

Credit Risk

 

The risksassociated with exchange-traded contracts are typically perceived to be lessthan those associated with over-the-counter (non-exchange-traded) transactions,because exchanges typically provide clearinghouse arrangements in which thecollective credit (in some cases limited in amount, in some cases not) of themembers of the exchange is pledged to support the financial integrity of theexchange. In over-the-counter transactions, on the other hand, traders mustrely solely on the credit of their respective individual counterparties.Margins, which may be subject to loss in the event of a default, are generallyrequired in exchange trading, and counterparties may also require margin in theover-the-counter markets.

 

The credit riskassociated with these instruments from counterparty nonperformance is the Netunrealized profit, if any, included in the Statement of Financial Condition.The Fund attempts to mitigate this risk by dealing exclusively with MerrillLynch & Co. Inc. (“Merrill Lynch”) entities as clearing brokers.

 

The Fund, in itsnormal course of business, enters into various contracts, with Merrill LynchPierce Fenner & Smith Inc. (“MLPF&S”) acting as its commoditybroker.  Pursuant to the brokeragearrangement with MLPF&S (which includes a netting arrangement), to theextent that such trading results in receivables from and payables to MLPF&S,these receivables and payables are offset and   reported as a net receivable or payable and included in Equity incommodity futures trading accounts in the Statement of Financial Condition

 

3.  RECENT ACCOUNTING PRONOUNCEMENTS

 

In September 2006, theFinancial Accounting Standards Board (“FASB”) issued Statement of FinancialAccounting Standards No. 157, Fair Value Measurement (“FAS 157”). FAS 157defines fair value, establishes a framework for measuring fair value andexpands disclosures about fair value measurements. The Fund adopted FAS 157 asof January 1, 2008. The adoption of FAS 157 did not have a material impacton the Fund’s financial statements.

 

Fair value of aninvestment is the amount that would be received to sell the investment in an orderlytransaction between market participants at the measurement date (i.e. the exitprice).

 

FAS 157 established ahierarchal disclosure framework which prioritizes and ranks the level of marketprice observability used in measuring investments at fair value. Market priceobservability is impacted by a number of factors, including the type ofinvestment and the characteristics specific to the investment. Investments withreadily available active quoted prices or for which fair value can be measuredfrom 

 

6

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actively quoted pricesgenerally will have a higher degree of market price observability and a lesserdegree of judgment used in measuring fair value.

 

Investments measured andreported at fair value are classified and disclosed in one of the followingcategories:

 

Level I – Quotedprices are available in active markets for identical investments as of thereporting date. The type of investments included in Level I are publicly tradedinvestments. As required by FAS 157, the Fund does not adjust the quoted pricefor these investments even in situations where the Fund holds a large positionand a sale could reasonably impact the quoted price.

 

Level II – Pricinginputs are other than quoted prices in active markets, which are eitherdirectly or indirectly observable as of the reporting date, and fair value isdetermined through the use of models or other valuation methodologies.Investments which are generally included in this category are investments valuedusing market data.

 

Level III –Pricing inputs are unobservable and include situations where there is little,if any, market activity for the investment. Fair value for these investments isdetermined using valuation methodologies that consider a range of factors,including but not limited to the price at which the investment was acquired,the nature of the investment, local market conditions, trading values on publicexchanges for comparable securities, current and projected operatingperformance and financing transactions subsequent to the acquisition of theinvestment. The inputs into the determination of fair value require significantmanagement judgment. Due to the inherent uncertainty of these estimates, thesevalues may differ materially from the values that would have been used had aready market for these investments existed. Investments that are included inthis category generally are privately held debt and equity securities.

 

In certain cases,the inputs used to measure fair value may fall into different levels of thefair value hierarchy. In such cases, an investment’s level within the fairvalue hierarchy is based on the lowest level of input that is significant tothe fair value measurement. The Sponsor’s assessment of the significance of aparticular input to the fair value measurement in its entirety requiresjudgment, and considers factors specific to the investment.

 

The followingtable summarizes the valuation of the Fund’s investment by the above FAS 157fair value hierarchy levels as of March 31, 2008:

 
| ** **                                      | ** ** | **Total** | ** ** | **Level I** | ** ** | **Level II** | ** ** | **Level III** | ** ** |
|-------------------------------------------------|------------|-----------|------------|------------------|------------|-------------------|------------|--------------------|------------|
| Net unrealized profit  (loss) on open contracts |       | $         | (520,647   | )                | $          | (520,647          | )          | $                  | N/A        |   | $ | N/A |   |
|                                                 |            |           |            |                  |            |                   |            |                    |            |  |  |  |  |

 

 

In March 2008, FASBreleased Statement of Financial Accounting Standards No. 161, Disclosuresabout Derivative Instruments and Hedging Activities – an amendment to FASBStatement No. 133 (“FAS 161”). FAS 161 requires qualitative disclosuresabout objectives and strategies for using derivatives, quantitative disclosuresabout fair value amounts of and gains and losses on derivative instruments, anddisclosures about credit-risk related contingent features in derivativeagreements. The application of FAS 161 is required for fiscal years beginningafter November 15, 2008 and interim periods within those fiscal years.Currently, the Fund is evaluating the implications of FAS 161 on its financialstatements.

 

7

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

 

MONTH-END NET ASSET VALUEPER UNIT

(NON U.S. GAAP)

 

MLAI believes thatthe Net Asset Value used to calculate subscription and redemption value andto    report performance to investorsthroughout the year is the most valuable to the Members of the Fund.   Therefore, the charts below referencing NetAsset Value and performance measurements are based on the Net Asset Value forall other purposes, as discussed in Note 2 to the Financial Statements.

 

 

Class A

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.2427     |     | $          | 1.4514   |       | $ | 1.3446 |   |
|            |            |          |            |          |            |          |            |  |  |  |

 

Class C

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 0.9406     |     | $          | 1.0978   |       | $ | 1.0249 |   |
|            |            |          |            |          |            |          |            |  |  |  |

 

Class D-SM

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.0570     |     | $          | 1.2362   |       | $ | 1.1451 |   |
|            |            |          |            |          |            |          |            |  |  |  |

 

Class D-TF

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 1.0457     |     | $          | 1.2239   |       | $ | 1.1391 |   |
|            |            |          |            |          |            |          |            |  |  |  |

 

Class I

 
| ** ** | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** |
|------------|------------|----------|------------|----------|------------|----------|------------|
| 2008       |       | $        | 0.9484     |     | $          | 1.1081   |       | $ | 1.0269 |   |
|            |            |          |            |          |            |          |            |  |  |  |

 

8

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PerformanceSummary

 

January 1,2008 to March 31, 2008

 

TheFund posted gains for the quarter with the agriculture, currencies, energy,interest rates, and metals sectors posting gains while stock futures sectorposted losses for the Fund.

 

The agriculture sectorposted profits to the Fund. At the beginning of the quarter profits were postedto the Fund due to continuing trends in the grain markets resulting in strongperformance in the grain sector. Higher prices across this sector benefitedcorn, soybean, soybean oil, soybean meal and wheat positions. Additionalcommodity profits came from the softs as higher prices proved to be beneficialfor the Fund’s position in London coffee as well as the London and U.S. cocoapositions, with cocoa prices reaching a five-year high during January. Thegrain sector netted the largest profits posted to the Fund in the middle of thequarter as a result of record prices in the soybean and wheat markets. Thesoybean oil position produced the largest gain as prices experienced theirlargest monthly increase in nearly 25 years. The soybean and soybean mealpositions also continued to benefit from higher prices with soybeans recordingtheir biggest monthly gain in nearly 3 years. Additional profits were posted tothe Fund in the grain complex in the wheat positions as prices surged to recordlevels and also from the Fund’s corn position as prices climbed more than 10%in the month of February. The food and fiber sector also recorded profitsposted to the Fund due to a strong performance in cocoa, coffee, cotton andsugar. After a strong start in 2008 with profitable performance in January andFebruary, the Fund gave up some of those early year gains resulting in lossesposted to the Fund at quarters end. After trading at record levels in February, the grain sector recordedthe largest give back as the Fund’s soybean oil, soybean and soybean mealpositions suffered as a result of dropping prices. Performance in the food andfiber sector also posted losses to the Fund due to the coffee, cocoa, sugar andcotton positions experienced losses as the result of weakening prices. Quarterended with losses being posted to the Fund.

 

The currency sector postedprofits to the Fund. The currency sectors recorded mixed performance at thebeginning of the quarter resulting in losses for the Fund. The U.S. dollarpositions posted gains while the currency cross rate positions collectivelyposted losses. The currency rate sector provided the largest gains mid-quarterfor the Fund. In the currency markets the most profitable positions were theFund’s Euro versus Czech krona, Norwegian krone, Australian dollar, Brazilianreal and Russian ruble positions. The currency positions continued itsprofitability for the Fund as the quarter ended. The Fund’s Euro, Euro/Britishpound, Swiss franc, Japanese yen and Russian ruble positions recorded thebiggest gains.

 

The energy sector postedprofits for the Fund. Market weakness in the energy markets resulted in lossesfor the Fund’s energy positions at the beginning of the quarter.  Gains were posted to the Fund mid-quarter dueto the Fund’s London gas oil, heating oil and crude oil positions allexperienced sold gains. The energy sector continued to post gains to the Fundat quarter’s end.

 

The interest rate sectorposted profits for the Fund. Led by the Fund’s U.S. and European positions, theinterest rate sector was profitable at the beginning of the quarter. TheAustralian and U.S. positions collectively accounted for the majority of theprofits being posted to the Fund at mid-quarter. Due to a volatile marketperformance in the interest rate sector was negative which caused losses to beposted to the Fund at the end of the quarter.

 

The metals sector alsoposted profits for the Fund. At the beginning of the year performance in themetals sector was mixed although profits posted to the Fund from the gold andsilver positions more than offset the loss from the Fund’s aluminum position.Gold rose to record levels mid-quarter in London and New York while silverprices reached their highest level since October 1980 posting profits tothe Fund. The quarter ended with the Fund’s gold, silver and aluminum positionsposting losses. Gold prices dropped more than 5% for the month and sufferedtheir biggest weekly drop in 25 years during the third week of

 

9

----

 

March. Silver pricesfollowed the same pattern and dropped nearly 9% in March after reaching a28 year high in February. For the quarter, gold prices rose over 10% whilesilver prices closed the quarter up over 20%.

 

The stock indices postedlosses for the Fund. The stock sector suffered the largest losses among thefinancial sectors as global equities experienced sharp losses to begin the NewYear. Despite the overall volatility in global equities, the stock sectorposted a small gain for the Fund mid-quarter. The quarter ended with lossesbeing posted to the Fund due to the volatility in the financial sectors.

 

Item3.    Quantitative andQualitative Disclosures About Market Risk

 

Introduction

 

The Fund is a speculativecommodity pool. The market sensitive instruments held by it are acquired forspeculative trading purposes and all or substantially all of the Fund’s assetsare subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments isintegral, not incidental, to the Fund’s main line of business.

 

Market movements resultin frequent changes in the fair market value of the Fund’s open positions and,consequently, in its earnings and cash flow. The Fund’s market risk isinfluenced by a wide variety of factors, including the level and volatility ofinterest rates, exchange rates, equity price levels, the market value offinancial instruments and contracts, the diversification effects among the Fund’sopen positions and the liquidity of the markets in which it trades.

 

The Fund, under thedirection of the trading advisors, rapidly acquires and liquidates both longand short positions in a wide range of different markets.  Consequently, it is not possible to predicthow a particular future market scenario will affect performance, and the Fund’spast performance is not necessarily indicative of its future results.

 

Value at Risk is ameasure of the maximum amount which the Fund could reasonably be expected tolose in a given market sector. However, the inherent uncertainty of the Fund’sspeculative trading and the recurrence in the markets traded by the Fund of marketmovements far exceeding expectations could result in actual trading ornon-trading losses far beyond the indicated Value at Risk or the Fund’sexperience to date (i.e., “risk of ruin”). In light of the foregoing, as wellas the risks and uncertainties intrinsic to all future projections, thequantifications included in this section should not be considered to constituteany assurance or representation that the Fund’s losses in any market sectorwill be limited to Value at Risk or by the Fund’s attempts to manage its marketrisk.

 

Quantifying The Fund’sTrading Value At Risk

 

QuantitativeForward-Looking Statements.

 

The followingquantitative disclosures regarding the Fund’s market risk exposures contain “forward-lookingstatement” within the meaning of the safe harbor from civil liability providedfor such statements by the Private Securities Litigation Reform Act of 1995(set forth in Section 27A of the Securities Act of 1933 and Section 21Eof the Securities Exchange Act of 1934). All quantitative disclosures in this section are deemed to beforward-looking statements for purposes of the safe harbor, except forstatements of historical fact.

 

The Fund’s risk exposurein the various market sectors traded by Chesapeake is quantified below in termsof Value at Risk.  Due to the Fund’smark-to-market accounting, any loss in the fair value of the Fund’s openpositions is directly reflected in the Fund’s earnings (realized or unrealized)and cash flow (at least in the case of exchange-traded contracts in whichprofits and losses on open positions are settled daily through variationmargin)

 

Exchange maintenancemargin requirements have been used by the Fund as the measure of its Value atRisk.  Maintenance margin requirementsare set by exchanges to equal or exceed the maximum loss in the fair value ofany given contract incurred in 95%-99% of the one-day time periods included inthe 

 

10

----

 

historical sample(generally approximately one year) researched for purposes of establishingmargin levels.  The maintenance marginlevels are established by dealers and exchanges using historical price studiesas well as an assessment of current market volatility (including the implied volatilityof the options on a given futures contract) and economic fundamentals toprovide a probabilistic estimate of the maximum expected near-term one-dayprice fluctuation.

 

In the case of market sensitive instruments which are notexchange-traded (almost exclusively currencies in the case of the Fund), themargin requirements for the equivalent futures positions have been used asValue at Risk.  In those rare cases inwhich a futures-equivalent margin is not available, dealers’ margins have beenused.

 

100% positive correlation in the different positions held in eachmarket risk category has been assumed. Consequently, the margin requirements applicable to the open contractshave been aggregated to determine each trading category’s aggregate Value atRisk.  The diversification effects resultingfrom the fact that the Fund’s positions are rarely, if ever, 100% positivelycorrelated have not been reflected.

 

The Fund’s Trading Value at Risk in Different Market Sectors

 

The following table indicates the average, highest and lowest tradingValue at Risk associated with the Fund’s open positions by market category forthe fiscal period. For the three months ended March 31, 2008. The Fund’saverage month-end Net Asset value for all other purposes was $116,358,546.

 
| ** **                | ** ** | **March 31, 2008** | ** ** |
|---------------------------|------------|------------------------------|------------|
| ** **                | ** ** | **Average**                  | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector**    | ** ** | **Value at Risk**  | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                      |       |                         |       |   |   |   |   |   |   |
| Agricultural  Commodities |       | $                            | 2,207,567  |   | 1.90 | % | $ | 2,492,604 |   | $ | 1,791,193 |   |
| Energy                    |       | 1,285,553                    |       | 1.10 | % | 1,868,932 |   | 888,405 |   |
| Interest Rates            |       | 6,148,580                    |       | 5.28 | % | 7,733,752 |   | 4,271,602 |   |
| Metals                    |       | 671,454                      |       | 0.58 | % | 1,042,773 |   | 297,967 |   |
| Stock Futures             |       | 363,982                      |       | 0.31 | % | 437,674 |   | 325,861 |   |
| Currencies                |       | 2,639,442                    |       | 2.27 | % | 3,580,503 |   | 1,540,459 |   |
|                      |       |                         |       |   |   |   |   |   |   |
| TOTAL                     |       | $                            | 13,316,578 |   | 11.44 | % | $ | 17,156,238 |   | $ | 9,115,487 |   |

 

Material Limitations on Value at Riskas an Assessment of Market Risk

 

The face value of the market sectorinstruments held by the Fund is typically many times the applicable maintenancemargin requirement (maintenance margin requirements generally ranging betweenapproximately 1% and 10% of contract face value) as well as many times thecapitalization of the Fund.  Themagnitude of the Fund’s open positions creates a “risk of ruin” not typicallyfound in most other investment vehicles. Because of the size of its positions, certain market conditions —unusual, but historically recurring from time to time — could cause the Fund toincur severe losses over a short period of time.   The foregoing Value at Risk table — as wellas the past performance of the Fund — gives no indication of this “risk ofruin.”

 

**Non-TradingRisk**

 

ForeignCurrency Balances; Cash on Deposit with MLPF&S

 

11

----

 

TheFund has non-trading market risk on its foreign cash balances not needed formargin. However, these balances (as well as the market risk they represent) areimmaterial.

 

TheFund also has non-trading market risk on the approximately 90%-95% of itsassets which are held in cash at MLPF&S. The value of this cash is notinterest rate sensitive, but there is cash flow risk in that if interest ratesdecline so will the cash flow generated on these monies. This cash flow risk isimmaterial.

 

Qualitative Disclosures Regarding Primary Trading Risk Exposures

 

Thefollowing qualitative disclosures regarding the Fund’s market risk exposures — exceptfor (i) those disclosures that are statements of historical fact and (ii) thedescriptions of how the Fund manages its primary market risk exposures — constituteforward-looking statements within the meaning of Section 27A of theSecurities Act and Section 21E of the Securities Exchange Act. The Fund’sprimary market risk exposures as well as the strategies used and to be used byMLAI and Chesapeake for managing such exposures are subject to numerousuncertainties, contingencies and risks, any one of which could cause the actualresults of the Fund’s risk controls to differ materially from the objectives ofsuch strategies.

 

Governmentinterventions, defaults and expropriations, illiquid markets, the emergence ofdominant fundamental factors, political upheavals, changes in historical pricerelationships, an influx of new market participants, increased regulation andmany other factors could result in material losses as well as in materialchanges to the risk exposures and the risk management strategies of the Fund.There can be no assurance that the Fund’s current market exposure and/or riskmanagement strategies will not change materially or that any such strategieswill be effective in either the short- or long-term. Investors must be preparedto lose all or substantially all of the time value of their investment in theFund.

 

Item 4. Controls and Procedures

.

MLAI, the Sponsorof Chesapeake Futures Access LLC, with the participation of the Sponsor’s ChiefExecutive Officer and the Chief Financial Officer, has evaluated theeffectiveness of the design and operation of its disclosure controls andprocedures with respect to the Fund as of the end of the period of thisquarterly report, and, based on this evaluation, has concluded that thesedisclosure controls and procedures are effective.  Additionally, there were no significantchanges in the Fund’s internal controls or in other factors that couldsignificantly affect these controls subsequent to the date of this evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

 

12

----

 

PART II - OTHER INFORMATION

 

Item 1.           Legal Proceedings

None

 

Item 1A.  Risk Factors

 

## Past Performance Not Necessarily Indicative of Future Results

 

Past performance is not necessarily indicativeof future results.  The trading advisor’spast performance may not be representative of how it may trade in the futurefor the Fund.

 

## Volatile Markets; Highly Leveraged Trading

 

Futures and forward trading is highly leveraged,and market price levels are volatile and materially affected by unpredictablefactors such as weather and governmental intervention.  The combination of leverage and volatilitycreates a high degree of risk.

 

## Importance of General Market Conditions

 

Overall market or economic conditions — whichneither MLAI nor the trading advisor can predict or control — have a materialeffect on the performance of any managed futures strategy.

 

## Forward Trading

 

The Fund will trade currencies in the forwardmarkets in addition to in the futures markets. The forward markets are over-the-counter, non-exchange markets, and intrading in these markets, the Fund will be dependent on the credit standing ofthe counterparties with which they trade, without the financial support of anyclearinghouse system.  In addition, theprices offered for the same forward contract may vary significantly amongdifferent forward market participants. Forward market counterparties are under no obligation to enter intoforward transactions with a Fund, including transactions through which the Fundis attempting to liquidate open positions.

 

## Increased Assets Under Management

 

There appears to be a tendency for the rates ofreturn achieved by managed futures advisors to decline as assets undermanagement increase.  The trading advisorhas not agreed to limit the amount of additional equity which it may manage.

 

## Trading Advisor Risk

 

The Fund is subject to the risk of the badjudgment, negligence or misconduct of its trading advisor.  There have been a number of instances inrecent years in which private investment funds have incurred substantial lossesdue to manager misconduct.

 

13

----

 

## Changes in Trading Strategy

 

The trading advisor may make materialchanges in its trading strategies without the knowledge of MLAI.

 

## Illiquid Markets

 

Certain positions held by the Fund may becomeilliquid, preventing the Fund’s trading advisor from acquiring positionsotherwise indicated by its strategy or making it impossible for the tradingadvisor to close out positions against which the market is moving.

 

Certain futures markets are subject to “dailyprice limits,” restricting the maximum amount by which the price of aparticular contract can change during any given trading day.  Once a contract’s price has moved “the limit,”it may be impossible or economically non-viable to execute trades in suchcontract.  From time to time, prices havemoved “the limit” for a number of consecutive days, making it impossible fortraders against whose positions the market was moving to prevent large losses.

 

## Trading on Non-U.S. Exchanges

 

The trading advisor may trade extensively onnon-U.S. exchanges.  These exchanges arenot regulated by any United States governmental agency.  The Fund could incur substantial lossestrading on foreign exchanges to which it would not have been subject had itstrading advisor limited its trading to U.S. markets.

 

The profits and losses derived from tradingforeign futures and options will generally be denominated in foreigncurrencies; consequently, the Fund will be subject to a certain degree ofexchange-rate risk in trading such contracts.

 

The Fund Could Lose Assets and Have Its Trading Disrupted Due to theBankruptcy of One of the Parties

 

The Fund issubject to the risk of insolvency of a counterparty, an exchange, a clearinghouse or MLPF&S.Fund assets could be lost or impounded during lengthy bankruptcyproceedings.  Were a substantial portionof the Fund’s capital tied up in a bankruptcy, MLAI might suspend or limittrading, perhaps causing the Fund to miss significant profit opportunities. There are increased risks in dealing withunregulated trading counterparties including the risk that assets may notbenefit from the protection afforded to “customer funds” deposited withregulated dealers and brokers.

 

14

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Item 2.                                 UnregisteredSales of Equity Securities and Use of Proceeds

 

(a) Issuanceto accredited investors pursuant to Regulation D and Section 4(6) underthe Securities Act.  The selling agent ofthe following Class of Units was MLPF&S.

 

**CLASS A**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | —     |       | —     |   | $ | 1.2168 |   |
| Feb-08     |       | —           |       | —     |       | 1.2427 |   |
| Mar-08     |       | —           |       | —     |       | 1.4514 |   |
| Apr-08     |       | 32,192           |       | 23,941     |       | 1.3446 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

**CLASS C**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | 22,000     |       | 23,866     |   | $ | 0.9218 |   |
| Feb-08     |       | —           |       | —     |       | 0.9406 |   |
| Mar-08     |       | —           |       | —     |       | 1.0978 |   |
| Apr-08     |       | —           |       | —     |       | 1.0249 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

**CLASS I**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | —     |       | —     |   | $ | 0.9283 |   |
| Feb-08     |       | 10,004           |       | 10,548     |       | 0.9484 |   |
| Mar-08     |       | —           |       | —     |       | 1.1081 |   |
| Apr-08     |       | —           |       | —     |       | 1.0269 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

**CLASS D-SM**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | 808,530    |       | 782,171    |   | $ | 1.0337 |   |
| Feb-08     |       | 1,663,127        |       | 1,573,441  |       | 1.0570 |   |
| Mar-08     |       | 1,415,132        |       | 1,144,744  |       | 1.2362 |   |
| Apr-08     |       | 11,871,999       |       | 10,367,653 |       | 1.1451 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

**CLASS D-TF**

 
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** |
|------------|------------|------------------|------------|------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
|       |       |             |       |       |       |   |   |
| Jan-08     |       | $                | —     |       |       |   | $ | 1.0217 |   |
| Feb-08     |       | —           |       | —     |       | 1.0457 |   |
| Mar-08     |       | —           |       | —     |       | 1.2239 |   |
| Apr-08     |       | 2,947,716        |       | 2,587,759  |       | 1.1391 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

----

(1) Net Asset Value for all other purposes.

 

(b)       None.

(c)        None.

 

15

----

 

Item 3.           Defaults Upon SeniorSecurities

 

None.

 

Item 4.           Submissionof Matters to a Vote of Security Holders

 

None.

 

Item 5.           OtherInformation

 

None.

 

Item 6.           Exhibits

 

The followingexhibits are incorporated by reference or are filed herewith to this QuarterlyReport on Form 10-Q:

 

| 31.01 and 31.02               |   | Rule 13a-14(a)/15d-14(a) Certifications |
|-------------------------------|--------|---------------------------------------------------|
|                          |   |                                              |
| Exhibit 31.01  and 31.02 |   | Are filed  herewith.                              |
|                          |   |                                              |
| 32.01 and 32.02               |   | Section 1350  Certifications                 |
|                          |   |                                              |
| Exhibit 32.01  and 32.02 |   | Are filed  herewith.                              |

 

16

----

 

**SIGNATURES**

 

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.

 

 
|                    | ML  CHESAPEAKE FUTURESACCESS LLC |
|-------------------------|----------------------------------|
|                    |                             |
|                    |                             |
|                    | By:  MERRILL LYNCH ALTERNATIVE   |   |
|                    | INVESTMENTS LLC                  |   |
|                    | (Manager)                        |   |
|                    |                             |   |
|                    |                             |   |
| Date: May 14, 2008 | By                               | /s/ PAUL MORTON |
|                    |                             | Paul Morton |
|                    |                             | Chief  Executive Officer, President and Manager |
|                    |                             | (Principal  Executive Officer) |
|                         |                                  |  |  |  |

 

 
| Date:  May 14, 2008 |   |
|--------------------------|--------|
|                     | By     | /s/  BARBRA E. KOCSIS |
|                     |   | Barbra  E. Kocsis |
|                     |   | Chief  Financial Officer |
|                     |   | (Principal Financial and Accounting Officer) |

 

17

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