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  333-85755

                 BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP
            (Exact name of registrant as specified in its charter)

Delaware					51-0387638
State or other jurisdiction of			(I.R.S. Employer
incorporation or organization			Identification No.)

                     505 Brookfield Drive, Dover, DE	19901
              (Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:  (800) 331-1532

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None			None

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

                           Limited Partnership Units
                               (Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [  ] No [ X ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. Yes [  ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.  Yes [X] No [  ]

Indicate by check mark 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.

<page>
                               EXPLANATORY NOTE

The Registrant is filing this Amendment No. 2 (the "Amendment") to its annual
report on Form 10-K for the year ended 2006, originally filed April 3, 2007,
as amended July 3, 2007, (the "Annual Report"), to restate the Annual Report
in its entirety.  On August 17, 2007, Michael Pacult, as sole officer and
director of the corporate general partner of the Registrant, concluded that
the annual financial statements issued for the years ended 2006 and 2005, the
financial statements of the intervening quarterly periods of those years, and
the financial statements of the first quarter of 2007 should no longer be
relied upon because of changes in the dates expenses are charged, which has
resulted in substantial changes to the net loss reported for prior reporting
periods.  Since that date, the Registrant has not conducted any business other
than to revise and update its financials in accordance with the Securities and
Exchange Act of 1934.  Accordingly, the 2006 and 2005 annual 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 are restated to conform to 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, such as the
reorganization costs of the Registrant incurred since the cessation of trading
on January 10, 2005, be expensed as incurred as a reduction to partnership
capital rather than be deferred and charged after the re-commencement of
business.  As a result, for financial reporting purposes in conformity with
General Accepted Accounting Principles, all costs that were previously
deferred since January 10, 2005 have been expensed as incurred.  For all other
purposes, including determining the Net Asset Value per Unit for subscription
and redemption purposes, the Fund will not reimburse the reorganization costs
until after the commencement of business.

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. 333-85755
are incorporated by reference to Parts I, II, III, and IV.

                                    PART I

Item 1.  Business

On March 16, 2000, the registration statement filed by Bromwell Financial
Fund, Limited Partnership, (the "Fund")  with the Securities and Exchange
Commission (the "SEC"), which incorporated the disclosure document filed with
the Commodity Futures Trading Commission (the "CFTC") was declared effective.
Offers and sales of the Fund's limited partnership interests (the "Units") at
the initial price of $1,000 per Unit commenced on that date to residents of
the States selected by the General Partner.  As of July 11, 2000, the Fund had
sold in excess of the $700,000 in face amount of Units, the amount required to
break escrow and deliver the sales proceeds to the Fund accounts to permit it
to commence the speculative trading of commodity futures.  Trading commenced
in July, 2000.  See the financial statements for the total value of the Fund
and the NAV as of the date of the statements.

The General Partner suspended trading on January 10, 2005, and all but one
affiliated limited partner has redeemed its Units.  Subsequently, Michael
Pacult resigned as the individual general partner, but remains the principal
of the Corporate General Partner.

The Partnership will sell the balance of un-issued registered securities of
$4,474,938, as of December 31, 2006, until the total amount of registered
securities, $7,000,000, is sold or the offering terminates.  Upon the sale of
$1,000,000 in Units, the Fund will recommence trading with NuWave Investment
Corp., 1099 Mount Kemble Avenue, Morristown, New Jersey 07960, as sole CTA.
The General Partner, in its sole discretion selects the CTA and the amount of
equity assigned to the CTAs, from time to time.

                                       2
<page>
The trades for the Fund are selected and placed with the futures commission
merchant ("FCM"), i.e., clearing broker, for the account of the Fund by one or
more CTAs selected by the General Partner of the Fund.  Initially, the Fund
account was traded solely by Ansbacher Investment Management, Inc., then later
by both Ansbacher and Mangin Capital Management, Inc.  Effective November 1,
2003, the General Partner replaced the two CTAs with a single CTA, Fall River
Capital Management, Inc., which remained the sole trader throughout the year
2004, but was terminated January 10, 2005.  The books and records of the
trades placed by the CTA in the Fund's trading account are kept and are
available for inspection by the Partners at the office of Investor Services,
500 Park Avenue #114, Lake Villa, IL 60046.  Fall River was paid a management
fee of one percent (1%) of the equity assigned to it to manage plus an
incentive fee of twenty percent (20%) of New Net Profit, as that term is
defined in the Partnership Agreement which governs the operation of the Fund,
payable quarterly.  NuWave will be paid a three percent (3%) annual management
fee and an incentive fee of twenty percent (20%).  The Fund Partnership
Agreement is included as Exhibit A to the Prospectus delivered to the
prospective investors and filed as part of the Registration Statement.  The
Partnership Agreement defines the terms of operation of the Fund and is
incorporated herein by reference. By Form 8-K filed October 26, 2006, as
amended November 2, 2006, which is incorporated herein by reference, the Fund
disclosed the change of auditor from Frank L. Sassetti & Co. 6611 W. North
Avenue, Oak Park, Illinois 60302-1043, to the CPA firm of Jordan, Patke &
Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069.
There were no adverse events that motivated the change in bookkeepers or
auditors.

None of the purchasers of Limited Partnership Units has a voice in the
management of the Partnership.  Reports of the Net Asset Value of the
Partnership are sent to all Limited Partners at the end of each month.

Belmont Capital Management, Inc., the corporate General Partner and commodity
pool operator, provides all clearing costs, including pit brokerage fees,
which include floor brokerage, NFA and exchange fees for domestic trades for a
seven twelfths of one percent (7/12%) of the total value of the Fund available
for trading in the Fund's account at the FCM per month [seven percent (7%) per
year].  Trades made on foreign exchanges are charged directly to the Fund.
Belmont is also paid a monthly management fee of one third of one percent
(1/3%) of the net asset value of the Fund [four percent (4%) per year].  The
independent FCM is selected by the General Partner to hold the Fund's trading
equity and place the trades as directed by the CTA pursuant to a power of
attorney and advisory agreement granted by the Fund. The CTA agreements are
terminable at the will of the parties.

The sale of Units is regulated by Securities Act of 1933 and the Commodity
Exchange Act.  The operation of the Fund is subject to regulation pursuant to
the Securities and Exchange Act of 1934 and the Commodity Exchange Act. The
U.S. Securities and Exchange Commission and the Securities Commissions and
securities acts of the several States where its Units are offered and sold
have jurisdiction over the operation of the Fund.  The National Futures
Association has jurisdiction over the operation of the General Partner and the
Commodity Trading Advisors.  This regulatory structure is not intended, nor
does it, protect investors from the risks inherent in the trading of futures
and options.

Item 1A.  Risk Factors

The trading of futures, options on futures and other commodities related
investments is highly speculative and risky.  You should make an investment in
the Fund only after consulting with independent, qualified sources of
investment and tax advice and only if your financial condition will permit you
to bear the risk of a total loss of your investment. You should consider an
investment in the Units only as a long-term investment. Moreover, to evaluate
the risks of this investment properly, you must familiarize yourself with the
relevant terms and concepts relating to commodities trading and the regulation
of commodities trading, which are discussed in the Risk Factors section of the
Prospectus contained in the Registration Statement, which is incorporated
herein by reference.

You should carefully consider all the information we have included or
incorporated by reference in this 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.

                                       3
<page>
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 MF Global 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 Managing Member,
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 Report, 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
Report 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
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.  The Receiver and MFG are in
active settlement discussions in an attempt to resolve the matter before
trial.  Further, the outcome of the Litigation should not materially affect
MFG 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 MFG's relationship to PAAF.  To date, the CFTC has not brought any
action against the MFG.

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

                                       4
<page>
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.

Following is a summary of certain financial information for the Registrant for
the period from January 1, 2002 to December 31, 2006.  For a reconciliation of
the below amounts for the years ended 2006 and 2005 with the amounts presented
in prior financials, please see page F-13 of the attached financials, Note 10,
"Restatement and Correction of Error."


                                       5
<page>
<table>

					<c>		<c>		<c>		<c>		<c>
									Year to Date
						Restated
					-------------------------------
					2006		2005		2004		2003		2002
Performance per unit (5)

Net unit value, beginning of period	$(8,736.19)	$747.41		$824.69		$908.99		$955.04

Net realized and unrealized gains/
(losses) on commodity transactions	-		(8,996.23)	89.50		97.66		169.37

Investment and other income		-		14.07		15.67		2.47		6.20

Expenses (1)				(11,062.64)	(501.44)	(182.45)	(184.43)	(221.62)

Net (decrease) for the period		(11,062.64)	(9,483.60)	(77.28)		(84.30)
	(46.05)

Net unit value, end of period		$(19,798.83)	$(8,736.19)	$747.41		$824.69		$908.99

Net assets, end of period (000)		$(51)		$(22)		$712		$1,037		$1,650

Total return (3)			88.48%		1187.81%	-9.37%		-9.27%		-4.83%

Ratio to average net assets (4)
Investment and other income		0.00%		-11.60%		2.11%		0.29%		0.60%
Expenses (2)				88.48%		397.64%		-20.62%		-10.16%		-10.16%
</table>

(1)	Includes brokerage commissions
(2)	Excludes brokerage commissions
(3)	Not annualized
(4)	Annualized for all periods
(5)	Investment and other income and expenses is calculated using average
number of units (limited and general) outstanding during the year. Net
realized and unrealized gains/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
<page>
<table>

					<c>		<c>		<c>		<c>		<c>		<c>
										Quarters Ended

							March 31, 2006					June 30, 2006
					As previously 					As previously
					reported	Adjustments	Restated	reported	Adjustments	Restated

Total investment gain			$ -		$ -		$ -		$ -		$ -		$  -
Net income (loss)			(175)		-		(175)		(295)		(175)		(470)
Net income (loss) per limited
 partnership unit			(68.09)		-		(68.09)		(114.79)	(68.09)		(182.88)
Net income (loss) per general
 partnership unit			(68.09)		-		(68.09)		(114.79)	(68.09)		(182.88)

Accumulated reorganization costs	24,091		(24,091)	-		24,266		(24,266)	-

Net asset value per partnership unit
 at the end of period			$  569.65	$ (9,373.93)	$ (8,804.28)	$ 454.86	$ (9,442.02)	$ (8,987.16)


										Quarters Ended

							September 30, 2006				December 31, 2006
					As previously 					As previously
					reported	Adjustments	Restated	reported	Adjustments	Restated
Total investment gain			$  -		$ -		$  -		$  -		$  -	$  -
Net income (loss)			-		(8,825)		(8,825)		-		(18,961)	(18,961)
Net income (loss) per limited
 partnership unit			-		(3,433.85)	(3,433.85)	-		(7,377.82)	(7,377.82)
Net income (loss) per general
 partnership unit			-		(3,433.85)	(3,433.85)	-		(7,377.82)	(7,377.82)

Accumulated reorganization costs	33,561		(33,561)	-		52,489		(52,489)	-

Net asset value per partnership unit
 at the end of period			$ 637.74	$ (13,058.75)	$ (12,421.01)	$  637.74	$  (20,436.57)	$ (19,798.83)


										Quarters Ended

							March 31, 2005					June 30, 2005
					As previously 					As previously
					reported	Adjustments	Restated	reported	Adjustments	Restated

Total investment gain			$  1,333	$ -		$ 1,333		$ -		$ -		$  -
Net income (loss)			(112,448)	-		(112,448)	-		(20,178)	(20,178)
Net income (loss) per limited
 partnership unit			(323.15)	-		(323.15)	-		(7,851.36)	(7,851.36)
Net income (loss) per general
 partnership unit			(108.62)	-		(108.62)	-		(7,851.36)	(7,851.36)

Accumulated reorganization costs	-		-		-		20,178		(20,178)	-

Net asset value per partnership unit
 at the end of period			$ 638.68	$ -		$ 638.68	$  638.78	$ (7,852.40)	$ (7,213.62)


										Quarters Ended

							September 30, 2005				December 31, 2005
					As previously 					As previously
					reported	Adjustments	Restated	reported	Adjustments	Restated
Total investment gain			$  -		$ -		$  -		$  -		$  -		$  -
Net income (loss)			-		-		-		-		(3,913)		(3,913)
Net income (loss) per limited
 partnership unit			-		-		-		-		(1,522.57)	(1,522.57)
Net income (loss) per general
 partnership unit			-		-		-		-		(1,522.57)	(1,522.57)

Accumulated reorganization costs	20,178		(20,178)	-		24,091		(24,091)	-

Net asset value per partnership unit
 at the end of period			$ 637.74	$ (7,851.36)	$ (7,213.62)	$ 637.74	$  (9,373.93)	$ (8,736.19)
</table>


                                       7
<page>
Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operation.

Critical Accounting Policies and Estimates

The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change in
unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price (e.g. swap and forward contracts
which are traded in the inter-bank market).

Capital Resources

The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through resale of Units once issued or borrowing. Due to the nature of the
Fund's business, it will make no capital expenditures and will have no capital
assets which are not operating capital or assets.

Liquidity

Most United States commodity exchanges limit fluctuations in commodity futures
contracts prices during a single day by regulations referred to as "daily
price fluctuation limits" or "daily limits". During a single trading day, no
trades may be executed at prices beyond the daily limit. Once the price of a
futures contract has reached the daily limit for that day, positions in that
contract can neither be taken nor liquidated. Commodity futures prices have
occasionally moved to the daily limit for several consecutive days with little
or no trading. Similar occurrences could prevent the Fund from promptly
liquidating unfavorable positions and subject the Fund to substantial losses
which could exceed the margin initially committed to such trades. In addition,
even if commodity futures prices have not moved the daily limit, the Fund may
not be able to execute futures trades at favorable prices, if little trading
in such contracts is taking place. Other than these limitations on liquidity,
which are inherent in the Fund's commodity futures trading operations, the
Fund's assets are expected to be highly liquid.

The entire offering proceeds will be credited to the Fund's bank and brokerage
accounts to engage in trading activities and as reserves for that trading. The
Fund meets its margin requirements by depositing U.S. government securities or
cash or both with the futures broker and the over-the-counter counterparties.
In this way, substantially all (i.e., 97% or more) of the Fund's assets,
whether used as margin for trading purposes or as reserves for such trading,
can be invested in U.S. government securities and time deposits with U.S.
banks. Investors should note that maintenance of the Fund's assets in U.S.
government securities and banks does not reduce the risk of loss from trading
futures, forward and swap contracts. The Fund receives all interest earned on
its assets. No other person shall receive any interest or other economic
benefits from the deposit of Fund assets.

Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker, although
the amount committed may vary significantly. Such assets are maintained in the
form of cash or U.S. Treasury bills in segregated accounts with the futures
broker pursuant to the Commodity Exchange Act and regulations thereunder. When
combined with the previously described assets committed to margin, a total of
up to approximately 40% of the Fund's assets may be deposited with over-the-
counter counterparties in order to initiate and maintain forward and swap
contracts. Such assets are not held in segregation or otherwise regulated
under the Commodity Exchange Act, unless such over-the-counter counterparty is
registered as a futures commission merchant. These assets are held either in
U.S. government securities or short-term time deposits with U.S.-regulated
bank affiliates of the over-the-counter counterparties. The remaining 60% to
90% of the Fund's assets are normally invested in cash equivalents, such as
U.S. Treasury bills, and held by the futures broker or the over-the-counter
counterparties.

The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the General Partner or any affiliated entities.

                                       8
<page>
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
$28,431 ($11,062.65 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 loss of $136,539 ($1,441.65 per Unit), and
for all other purposes, including subscriptions and redemptions, was a loss of
$112,448  ($110.50 per Unit).  In its Annual Report, the Fund had deferred its
reorganization costs and did not report results (i.e., profit or loss) for the
years 2006 and 2005.  Losses are now reported for these periods because
reorganization costs have been expensed.  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.

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.

                                       9
<page>
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 remedy 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 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.

                                       10
<page>
The General Partner of the Registrant during the year 2006 was Belmont Capital
Management, Incorporated, a Delaware corporation.  The General Partner is
registered with the National Futures Association as a commodity pool operator
pursuant to the Commodity Exchange Act, and Mr. Michael Pacult, age 62, is the
sole shareholder, director, registered principal and executive officer of the
corporate General Partner.  The background and qualifications of Mr. Pacult
are disclosed in the Registration Statement, incorporated herein by reference.

There has never been a material administrative, civil or criminal action
brought against the Fund, the General Partner or any of its directors,
executive officers, promoters or control persons.

No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.

Audit Committee Financial Expert

Mr. Pacult, in his capacity as the sole principal for the General Partner of
the Fund, has determined that he qualifies as an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission.  He is not independent of management.

Code of Ethics

The  Fund General Partner is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal.  Both the Fund and the General Partner are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association are responsible for the quality of the Fund
disclosures or its operation, those functions are exclusively the
responsibility of the Fund and its General Partner.

Item 11.  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 reopening of the Fund, the General Partner will be paid fixed
brokerage commissions of seven percent (7%) per year and a management fee of
four percent (4%) per year, each payable monthly, to cover the cost of the
domestic trades entered by the CTA.  The corporate General Partner retains the
difference, if any, between the cost to enter the trades and the seven percent
(7%).

All compensation is disclosed in the Registration Statement, which is
incorporated herein by reference.

Item 12.  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
Shira Del Pacult		62.5%

(b)  As of December 31, 2006, the General Partner owned 1.00 Unit of Limited
Partnership Interest, which constitutes the other 37.5% ownership.

(c)  The Limited Partnership Agreement governs the terms upon which control of
the Fund may change.  No change in ownership of the Units will, alone,
determine the location of control.  The Limited Partners must have 120 days
advance notice and the opportunity to redeem prior to any change in the
control from the General Partner to another general partner.  Control of the
management of the Partnership may never vest in one or more Limited Partners.

                                       11
<page>
Item 13.  Certain Relationships and Related Transactions.
See Item 11, Executive Compensation and Item 12, Security Ownership of Certain
Beneficial Owners and Management. The General Partner has sole discretion over
the selection of trading advisors.  Belmont Capital Management, Inc., the
corporate General Partner, is paid a fixed commission for trades and,
therefore, the General Partner has a potential conflict in the selection of a
CTA that makes few trades rather than produces profits for the Fund.  This
conflict and others are fully disclosed in the Registration Statement, which
is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services.
Only fees to the Principal Accountant, or Auditor, and not fees for other
accounting, are required to be disclosed in this section.

(1)	Audit Fees

The fees and costs paid to Frank L. Sassetti & Co. for the audit of the Fund's
annual financial statements, for review of financial statements included in
the Fund's Forms 10-Q and other services normally provided in connection with
regulatory filing or engagements (i.e., consents related to SEC registration
statements) for the years ended December 31, 2006 and 2005 were $7,975 and
$11,125, respectively.  Similar fees paid to Jordan, Patke and Associates,
Ltd. for the same time periods were $1,650, and $0, respectively.

(2)	Audit Related Fees

None

(3)	Tax Fees

The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance services
for the years ended December 31, 2006 and 2005 were $0 and $1,400,
respectively.  Similar fees paid to Jordan, Patke and Associates, Ltd. for the
same time periods were $0, and $0, respectively.

(4)	All Other Fees

None

(5)	The Board of Directors of Belmont Capital Management, Inc., General
Partner of the Fund, approved all of the services described above. The Board
of Directors has determined that the payments made to its independent
certified public accountants for these services are compatible with
maintaining such auditors' independence. The Board of Directors explicitly
pre-approves all audit and non-audit services and all engagement fees and
terms.

(6)	Close to 100% of the hours expended on the principal accountant's
engagement to audit the registrant's financial statements for the most recent
fiscal year were attributed to work performed by persons other than the
principal accountant's full-time permanent employees.  However, all work
performed was supervised by a full-time permanent employee.

                                    Part IV

Item 15.  Exhibits and Financial Statement Schedules

(a)	The following documents are filed as part of this report:

1. All Financial Statements

The Financial Statements begin on page F-1 of this Amendment.

                                       12
<page>
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. 333-85755 previously filed with the Securities
and Exchange Commission.

  31.1 Certification of CEO and CFO pursuant to Section 302
  32.2 Certification of CEO and CFO pursuant to Section 906

(b)	Exhibits required by Item 601 of Regulation S-K (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.

                                  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:	Bromwell Financial Fund, Limited Partnership
By Belmont Capital Management, Inc.
Its General Partner


By:  /s/ Michael Pacult
Mr. Michael P. Pacult
Sole Director, Sole Shareholder
President and Treasurer

Date:  February 5, 2008

                                       13
<page>

                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Index to the Financial Statements


Page

Reports of Independent Registered Public Accounting Firms	F-2

Financial Statements

Statements of Assets and Liabilities				F-4

Statements of Operations					F-5

Statements of Changes in Net Assets				F-6

Statements of Cash Flows					F-7

Notes to Financial Statements				  F-8 - F-15

Affirmation of Commodity Pool Operator				F-16
















                                      F-1
<page>
                       Jordan, Patke & Associates, Ltd.

                         Certified Public Accountants

           Reports of Independent Registered Public Accounting Firms



To the Partners of
Bromwell Financial Fund, Limited Partnership
Dover, Delaware




We have audited the accompanying statements of assets and liabilities of
Bromwell Financial Fund, Limited Partnership, as of December 31, 2006, and the
related statements of operations, changes in net assets and cash flows for the
year then ended.  These financial statements are the responsibility of the
Fund's management.  Our responsibility is to express an opinion on these
financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we
plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  Bromwell Financial
Fund, Limited Partnership is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audit
included consideration of internal control over financial reporting as a basis
for designing audit procedures that are appropriate in the circumstances, but
not for the purpose of expressing an opinion on the effectiveness of Bromwell
Financial Fund, Limited Partnership internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides a reasonable basis for our
opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Bromwell Financial Fund,
Limited Partnership as of December 31, 2006, and the results of its
operations, its changes in net assets and its cash flows for the year then
ended in conformity with accounting principles generally accepted in the
United States of America.

As discussed in Note 10 to the financial statements, the 2006 financial
statements have been restated to correct a misstatement.


/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
October 25, 2007


       300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
                 Phone: (847) 913-5400 * Fax:  (847) 913-5435

                                      F-2
<page>
                            Frank L. Sassetti & Co.

                         Certified Public Accountants


To The Partners
Bromwell Financial Fund, Limited Partnership
Dover, Kent County, Delaware

            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                              We have audited the accompanying statement of
assets and liabilities, including the schedule of investments, of BROMWELL
FINANCIAL FUND, LIMITED PARTNERSHIP as of December 31, 2005, and the related
statements of operations, changes in net assets and cash flows for each of the
two years in the period ended December 31, 2005.  These financial statements
are the responsibility of the Partnership's management.  Our responsibility is
to express an opinion on these financial statements based on our audits.

                              We conducted our audits in accordance with the
standards of the Public Company Accounting Oversight Board (United States).
Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of
material misstatement.  The Fund is not required to have, nor were we engaged
to perform, an audit of its internal control over financial reporting. Our
audit included consideration of internal control over financial reporting as a
basis for designing audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial
statements.  An audit also includes assessing the accounting principles used
and significant estimates made by management, as well as evaluating the
overall financial statement presentation.  We believe that our audits provide
a reasonable basis for our opinion.

                              In our opinion, the financial statements
referred to above present fairly, in all material respects, the financial
position of BROMWELL FINANCIAL FUND, LIMITED PARTNERSHIP as of December 31,
2005, and the results of its operations and its cash flows for each of the two
years in the period ended December 31, 2005, in conformity with accounting
principles generally accepted in the United States.


/s/ Frank L. Sassetti & Co.

March 1, 2006, except for the effects of the restatement
    described in Note 10 to the financial statements as
    to which the date is October 30, 2007
Oak Park, Illinois

               6611 W. North Avenue * Oak Park, Illinois 60302
                  * Phone (708) 386-1433 * Fax (708) 386-0139

                                      F-3
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                     Statements of Assets and Liabilities

<table>

							<c>		<c>
								Restated
							----------------------------
							December 31,
							2006		2005
Assets


  Cash							$118		$3,738

    Total assets					118		3,738

Liabilities

  Partner redemptions payable				21,641		21,641
  Other accrued liabilities				17,827		1,516
  Due to related parties				11,533		3,033

    Total Liabilities					51,001		26,190

Net assets						$(50,883)	$(22,452)


Analysis of Net Assets

  Limited partners					$(31,084)	$(13,716)
  General partner					(19,799)	(8,736)

    Net assets (equivalent to $(19,798.83)
     and $(8,736.19) per share)				$(50,883)	$(22,452)


Partnership units outstanding

  Limited partners units outstanding			1.57		1.57
  General partner units outstanding			1.00		1.00

    Total partnership units outstanding			2.57		2.57
</table>

    The accompanying notes are an integral part of the financial statements

                                      F-4
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                           Statements of Operations

<table>

								<c>		<c>		<c>

									Restated
								-----------------------------
									Year ended December 31,
								2006		2005		2004

Investment income

  Interest income						$-		$1,333		$16,480

    Total investment income					-		1,333		16,480

Expenses

  Commissions expense						-		1,782		30,891
  Management fees						-		-		8,449
  Continuing service fee					-		207		33,897
  Incentive fees						-		-		27,290
  Professional accounting and legal fees			26,903		43,998		90,020
  Other operating and administrative expenses			1,528		1,504		1,375

    Total expenses						28,431		47,491		191,922

      Net investment (loss)					(28,431)	(46,158)	(175,442)

Realized and unrealized gain (loss) from investments

  Net realized gain (loss) on trading futures			-		(99,541)	118,254
  Realized (loss) on exchange rate fluctuation			-		-		(2,075)
  Realized/unrealized gain on treasury securities		-		-		15,579
  Net increase (decrease) in unrealized appreciation
   on investments						-		9,160		(65,162)
  Realized gain from trading forward contracts			-		-		27,794
  Change in unrealized (loss) on forward contracts		-		-		(29,880)

    Net realized and unrealized gain (loss) from investments	-		(90,381)	64,510

    Net (decrease) in net assets resulting from operations	$(28,431)	$(136,539)	$(110,932)

Net income per unit
  Limited partner						(11,062.65)	(1,441.65)	(108.27)
  General partner						(11,062.65)	(1,441.65)	30.65
</table>

    The accompanying notes are an integral part of the financial statements

                                      F-5
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                      Statements of Changes in Net Assets


<table>

								<c>		<c>		<c>

									Restated
								-----------------------------
									Year ended December 31,
								2006		2005		2004


Increase (decrease) in net assets from operations
  Net investment (loss)						$(28,431)	$(46,158)	$(175,442)
  Net realized gain (loss) from investments			-		(99,541)	159,552
  Net increase (decrease) in unrealized appreciation
   on investments						-		9,160		(95,042)

    Net (decrease) in net assets resulting from operations	(28,431)	(136,539)	(110,932)

  Capital contributions from partners				-		51,007		273,235
  Distribution to partners					-		(649,371)	(486,752)

    Total (decrease) in net assets				(28,431)	(734,903)	(324,449)

  Net assets at the beginning of the year			(22,452)	712,451		1,036,900

  Net assets at the end of the year				$(50,883)	$(22,452)	$712,451
</table>


    The accompanying notes are an integral part of the financial statements

                                      F-6
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                           Statements of Cash Flows



<table>

								<c>		<c>		<c>

									Restated
								-----------------------------
									Year ended December 31,
								2006		2005		2004


Cash Flows from Operating Activities

Net (decrease) in net assets resulting from operations		$(28,431)	$(136,539)	$(110,932)

Adjustments to reconcile net increase (decrease) in net
 assets from operations to net cash provided by (used in)
 operating activities:

  (Increase) decrease in investments				-		347,449		(267,288)
  (Increase) decrease in accrued interest receivable		-		7,252		(7,252)
  (Decrease) in accrued management and incentive fees		-		(11,627)	(7,151)
  Increase (decrease) in other payables and accruals		16,311		(2,930)		(5,653)


    Net cash provided by (used in) operating activities		(12,120)	203,605		(398,276)


Cash Flows from Financing Activities

  Proceeds from the sale of units net of sales commissions	-		51,007		273,235
  Partner redemptions						-		(627,730)	(494,157)
  Increase in due to related parties				8,500		-		-

    Net cash provided by (used in) financing activities		8,500		(576,723)	(220,922)

      Net (decrease) in cash and cash equivalents		(3,620)		(373,118)	(619,198)

      Cash at the beginning of the year				3,738		376,856		996,054


      Cash at the end of the year				$118		$3,738		$376,856
</table>


    The accompanying notes are an integral part of the financial statements

                                      F-7
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004



1.	Nature of the Business

Bromwell Financial Fund, Limited Partnership (the Fund) was formed January 12,
1999 under the laws of the State of Delaware.  The Fund was actively engaged
in the speculative trading of futures contracts in commodities from its
commencement of business in July 2000 to January 10, 2005.  On that date, all
trading was suspended and, subsequently, all limited partners, except an
affiliate of the general partner, redeemed their Units.  Belmont Capital
Management, Inc. (Belmont) is the general partner and commodity pool operator
(CPOs) of the Fund.  Concurrent with the effectiveness on April 13, 2005 of
post effective amendment no. 9 to the Fund's registration statement, NuWave
Investment Corporation became the Fund's commodity trading advisor ("CTA").
In the fall of 2007, the Fund expects to file a post effective amendment to
allow it to resume the sale of its limited partnership interests on an issuer
direct best efforts basis.  Once the Fund sells $1,000,000 in limited
partnership units, it will restart active trading of futures and options on
futures through NuWave as CTA.

2.	Significant Accounting Policies

Regulation - The Fund is a registrant with the Securities and Exchange
Commission (SEC) pursuant to the Securities Act of 1933 (the Act). The Fund is
subject to the regulations of the SEC and the reporting requirements of the
Securities and Exchange Act of 1934. The Fund is also subject to the
regulations of the Commodities Futures Trading Commission (CFTC), an agency of
the U.S. government which regulates most aspects of the commodity futures
industry, the rules of the National Futures Association and the requirements
of various commodity exchanges where the Fund executes transactions.
Additionally, the Fund is subject to the requirements of futures commission
merchants and interbank market makers through which the Fund trades.

Reorganization Costs and Operating Expenses - For financial reporting purposes
in conformity with U.S. Generally Accepted Accounting Principles (GAAP), all
accumulated reorganization costs since January 10, 2005 have been expensed as
incurred.  Bromwell Financial Fund, LP, has incurred $52,489 in reorganization
costs from the cessation of trading on January 10, 2005 through December 31,
2006.  For all other purposes, including determining the Net Asset Value per
Unit for subscription and redemption purposes, the Fund will not reflect these
costs in capital until after the reimbursement is made on the resumption of
trading and, thereafter, all costs will be expensed as incurred.  The
resumption of business is contingent upon the sale of at least $1,000,000 of
partnership interests.  The Fund has agreed to reimburse Belmont Capital, the
General Partner, and other affiliated companies for all such expenses upon the
sale of the minimum and resumption of business.  All costs after the
resumption of business will be paid directly by the Fund.

Consequently, as of December 31, 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:

<table>

									<c>		<c>		<c>		<c>
										Balance			Per Unit Calculation
									2006		2005		2006		2005

Net Asset Value for financial reporting purposes			$(50,883)	$(22,452)	$(19,798.83)	$(8,736.19)
  Adjustment for reorganization costs and other operating expenses	52,522		24,091		20,436.57	9,373.93
Net Asset Value for all other purposes					$1,639		$1,639		$637.74		$637.74

    Number of Units											2.57		2.57
</table>

Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering was
made were accumulated, deferred and charged against the gross proceeds of
offering at  the initial closing as part of the offering expenses.  Costs to
maintain the Fund's registration of its securities and recurring registration
costs incurred since the cessation of trading on January 10, 2005 are treated
as reorganization expenses and, accordingly, are accounted for as described
above under "Ongoing Business Expenses, Accumulated Reorganization Expenses
and Organizational Costs".

Revenue Recognition - Commodity futures contracts are recorded on the trade
date and are reflected in the balance sheet at the difference between the
original contract amount and the market value on the last business day of the
reporting period.

Market value of commodity futures contracts is based upon exchange or other
applicable market best available closing quotations.

Interest income is recognized when it is earned.

Use of Accounting Estimates - The preparation of financial statements in
conformity with generally accepted accounting principles requires management
to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the
date of the financial statements and reported amounts of revenues and expenses
during the reporting period.  Actual results could differ from these
estimates.

Income Taxes - The Fund is not required to provide a provision for income
taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.

Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers only cash and money market funds to be cash equivalents.  As of
the balance sheet dates, the Fund has no cash equivalents.  Net cash used in
operating activities includes no cash payments for interest or income taxes
for the years ended December 31, 2006 and 2005.

Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation.  Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated into
U.S. dollar amounts on the respective dates of such transactions.

The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held.  Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.

                                      F-8
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


2.	Significant Accounting Policies, con't

Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
fund's books and the U.S. dollar equivalent of the amounts actually received
or paid.  Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.

Net Income Per Unit - Net income per unit is calculated based on the weighted
average number of units outstanding during the period.

Fund Reopening - The Fund was closed as of December 31, 2006.  The Fund will
reopen to new funds at a time set by the general partner.  The minimum amount
of interests that the general partner expects to require to reopen the fund is
$1,000,000 and the maximum available registered interests is the balance of
unsold registered units, which is $4,474,938.

3.	General Partner Duties

The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, including suspending all trading,
includes executing and filing all necessary legal documents, statements and
certificates of the Fund, retaining independent public accountants to audit
the Fund, employing attorneys to represent the Fund, reviewing the brokerage
commission rates to determine reasonableness, maintaining the tax status of
the Fund as a limited partnership, maintaining a current list of the names,
addresses and numbers of units owned by each Limited Partner and taking such
other actions as deemed necessary or desirable to manage the business of the
Partnership.

If the daily net unit value of the partnership falls to less than 50% of  the
highest value earned through trading subsequent to the resumption of business,
then the General Partner will immediately suspend all trading, provide all
limited partners with notice of the reduction and give all limited partners
the opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading will commence until after the lapse of the fifteen day
period.

4.	The Limited Partnership Agreement

The Limited Partnership Agreement provides, among other things, the following:

Capital Account - A capital account shall be established for each partner.
The initial balance of each partner's capital account shall be the amount of
the initial contributions to the partnership.

Monthly Allocations - Any increase or decrease in the Partnership's net asset
value as of the end of a month shall be credited or charged to the capital
account of each Partner in the ratio that the balance of each account bears to
the total balance of all accounts.

Any distribution from profits or partners' capital will be made solely at the
discretion of the General Partners.

Federal Income Tax Allocations - As of the end of each fiscal year, the
Partnership's realized capital gain or loss and ordinary income or loss shall
be allocated among the Partners, after having given effect to the fees and
expenses of the Fund.

Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted or
rejected by the general partner within five business days. The investor also
has five business days to withdraw his subscription. Funds are deposited into
an interest bearing escrow account and will be transferred to the Fund's
account on the first business day of the month after the subscription is
accepted. Interest earned on the escrow funds will accrue to the account of
the investor.

Redemptions - A limited partner may request any or all of his investment be
redeemed at the net asset value as of the end of a month. The written request
must be received by the general partner no less than ten business days prior
to a month end. Redemptions are generally paid within twenty days of the
effective month end. However, in various circumstances due to liquidity, etc.
the general partner may be unable to comply with the request on a timely
basis. There are no fees for redemption.

                                      F-9
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004





5.	Fees

Effective November 1, 2005, the Fund will be charged the following fees upon
the sale of the minimum and resumption of business:

A selling commission of 6% which may be deducted from the subscription amount
for sales made in those states in which the Fund is registered as a dealer.

A management fee to the CTA of 3% (annual rate) of the equity assigned to the
current CTA, paid on a monthly basis and a 20% quarterly incentive fee to the
CTA on all new net profits (as defined).

A brokerage commission of 7% (annual rate) of the investment in the fund (as
defined) will be paid to the affiliated introducing broker on a monthly basis,
from which round turn commissions on domestic trades will be paid to the
futures commission merchant.

A 4% management fee on net assets will be paid to the general partner.

Prior to November 1, 2005 and subsequent to April 1, 2005, the Fund was
organized under a different fee structure, but was not operational.

Effective November 1, 2003, the Fund was charged the following fees:

A management fee of 1% (annual rate) of the equity assigned to each CTA, paid
on a monthly basis and a 20% quarterly incentive fee on all new net profits
(as defined).

A continuing service fee of 4% (annual rate) of the investment in the Fund (as
defined) will be paid to the selling agent.

A $22 per round turn brokerage commission (from which brokerage commissions
will be paid to the futures commission merchant) and a 5% quarterly incentive
fee on all new net profits (as defined) will be paid to the general partner.
Effective March 1, 2004, the brokerage commission was changed from $22 per
round turn to a 4% (annual rate) of the equity deposit for trading as a fixed
annual brokerage commissions, paid on the monthly basis.

The General Partner has reserved the right to change the management fee and
the incentive fee at its sole discretion.

                                      F-10
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


6.	Related Party Transactions


Due to related parties at December 31, 2006 and 2005 consisted of amounts due
to Ashley Capital Management, Inc., Futures Investment Company, the
introducing broker and Michael Pacult, president of Futures Investment Company
and Belmont Capital Management, Inc., the Fund's general partner. The balances
result from operating and reorganization costs paid by the related parties on
behalf of the Fund and cash advances.  These amounts bear no interest or due
dates and are unsecured.  The balances are expected to be paid back within a
year from the date the Fund begins to trade or when the Fund is financially
capable of repaying the advance.  The following balances were outstanding as
of December 31, 2006 and 2005:

						December 31,
					2006		2005

Futures Investment Company		$7,500		$-
Ashley Capital Management, Inc.		3,033		3,033
Michael Pacult				1,000		-

  Total due to related parties		$11,533		$3,033


The Fund has an agreement to pay commissions to two related parties, Belmont
Capital Management, the Fund's general partner and Futures Investment Company,
the introducing broker.  Related party commissions were as follows:

						Year ended December 31,
					2006		2005		2004

Belmont Capital Management, Inc.	$-		$634		$24,713
Futures Investment Company		-		207		33,897

  Total related party expenses		$-		$841		$58,610



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-11
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004



7.	Trading Activities and Related Risks

The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. The Fund is exposed to both market risk, the risk
arising from changes in market value of the contracts, and credit risk, the
risk of failure by another party to perform according to the terms of a
contract.

A certain portion of cash in trading accounts is pledged as collateral for
commodities trading on margin. Additional deposits may be necessary for any
loss on contract value. The Commodity Exchange Act requires a broker to
segregate all customer transactions and assets from such broker's proprietary
activities.

The amount of required margin with the broker and interbank market makers is
subject to management judgment, but should never fall below 10% of the Net
Asset Value.   Since trading ceased, no cash is deposited in trading accounts
at December 31, 2006 and 2005.

Trading in futures contracts involves entering into contractual commitments to
purchase or sell a particular commodity at a specified date and price. The
gross or face amount of the contract, which is typically many times that of
the Fund's net assets being traded, significantly exceeds the Fund's future
cash requirements since the Fund intends to close out its open positions prior
to settlement. As a result, the Fund is generally subject only to the risk of
loss arising from the change in the value of the contracts. The market risk is
limited to the gross or face amount of the contracts held of $0.00 and $0.00
on long positions at December 31, 2006 and 2005, respectively. However, when
the Fund enters into a contractual commitment to sell commodities, it must
make delivery of the underlying commodity at the contract price and then
repurchase the contract at prevailing market prices or settle in cash. Since
the repurchase price to which a commodity can rise is unlimited, entering into
commitments to sell commodities exposes the Fund to unlimited potential risk.

Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification
effects among the derivative instruments the Fund holds and the liquidity and
inherent volatility of the markets in which the Fund trades.

The unrealized gains (losses) on open commodity futures contracts at December
31, 2006 and 2005, was $0.00 and $0.00, respectively.

Open contracts generally mature within three months and as of December 31,
2006, there were no open contracts.

Credit risk is the possibility that a loss may occur due to the failure of a
counter party to perform according to the terms of a contract.

The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.

The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.

                                      F-12
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


8.	Partnership Unit Transactions

As of December 31, 2006, 2005 and 2004 partnership units were valued at
$(19,798.83), $(8,736.19) and $747.40, respectively.

Transactions in partnership units were as follows:

<table>

				<c>		<c>		<c>		<c>		<c>		<c>
												Restated
												---------------
						Units						Amount
				2006		2005		2004		2006		2005		2004

Limited Partner Units
  Subscriptions			-		65.95		348.65		$-		$51,007		$264,856
  Redemptions			-		(982.73)	(687.62)	-		(627,730)	(486,752)
  Syndication costs		-		-		-		-		-		(16,621)
  Net income for the year
   ended 12/31			-		-		-		(17,368)	(83,411)	(112,001)
    Total			-		(916.78)	(338.97)	(17,368)	(660,134)	(350,518)

General Partner Units
  Subscriptions			-		-		34.88		-		-		25,000
  Redemptions			-		(33.88)				-		(21,641)	-
  Syndication costs		-		-		-		-		-		-
  Net income for the year
   ended 12/31			-		-		-		(11,063)	(53,128)	1,069
    Total			-		(33.88)		34.88		(11,063)	(74,769)	26,069

Total Units
  Subscriptions			-		65.95		383.53		-		51,007		289,856
  Redemptions			-		(1,016.61)	(687.62)	-		(649,371)	(486,752)
  Syndication costs		-		-		-		-		-		(16,621)
  Net income for the year
   ended 12/31			-		-		-		(28,431)	(136,539)	(110,932)
    Total			-		(950.66)	(304.09)	$(28,431)	$(734,903)	$(324,449)
</table>

9.	Operations of Fund

Because the CTA selected to trade for the Fund did not perform as expected,
the general partner suspended trading on January 10, 2005 and recommended to
the limited partners to redeem their partnership units voluntarily. All
limited unit holders, except for 22.89 units had requested redemption as of
January 31, 2005 and were paid on February 1, 2005. The remaining unaffiliated
limited unit holders (22.89 units) requested redemption in February 2005 and
were paid on March 1, 2005. Shira Pacult, an affiliate of the general partner,
invested $1,000 in the Fund as a limited unit holder during February, 2005.

The general partner and the affiliated limited partner intend to reopen the
Fund under revised business terms with one or more different CTA's.

Effective April 1, 2005, the general partner redeemed 33.88 units of the Fund,
leaving 1 remaining general partner unit.

                                      F-13
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


10.	Restatement and Correction of 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 and 2005 to correct our accounting for the
treatment of reorganization 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.

On August 17, 2007, during the preparation of our 2007 second quarter 10-Q,
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
expense as incurred the ongoing business expenses and reorganization costs
incurred since the cessation of trading on January 10, 2005.  The Audit
Committee of our Board of Directors, composed of the sole director, owner and
principal of the general partner, Mr. Michael Pacult, ratified the decision to
amend our previously filed reports on August 17, 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 these costs until after 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:

<table>

						<c>		<c>		<c>		<c>		<c>		<c>
						Year Ended December 31, 2006			Year Ended December 31, 2005
						As previously 					As previously
						reported	Adjustments	Restated	reported	Adjustments	Restated

Statement of Assets and Liabilities
  Accumulated reorganization costs		$52,489		$(52,489)	$-		$24,091		$(24,091)	$-
  Prepaid operating costs and other		33		(33)		-		-		-		-
    Total Assets				52,640		(52,522)	118		27,829		(24,091)	3,738
  Limited partners				1,000		(32,084)	(31,084)	1,000		(14,716)	(13,716)
  General partners				639		(20,438)	(19,799)	639		(9,375)		(8,736)
    Net Assets					1,639		(52,522)	(50,883)	1,639		(24,091)	(22,452)
  NAV Per Unit					637.74		(20,436.57)	(19,798.83)	637.74		(9,373.93)	(8,736.19)

Statement of Operations
  Professional accounting and legal fees	-		(26,903)	(26,903)	(21,411)	(22,587)	(43,998)
  Other operating and administrative expenses	-		(1,528)		(1,528)		-		(1,504)		(1,504)
    Expenses					-		(28,431)	(28,431)	(23,400)	(24,091)	(47,491)
  Net investment (loss)				-		(28,431)	(28,431)	(112,448)	(24,091)	(136,539)
  Net (loss) per unit				-		(11,062.65)	(11,062.65)	(110.50)	(1,331.15)	(1,441.65)

Statement of Changes in Net Assets
  Net investment (loss)				-		(28,431)	(28,431)	(22,067)	(24,091)	(46,158)
    Net (decrease) in net assets from
     operations					-		(28,431)	(28,431)	(112,448)	(24,091)	(136,539)
  Total (decrease) in net assets		-		(28,431)	(28,431)	(710,812)	(24,091)	(734,903)
  Net assets at the beginning of the year	1,639		(24,091)	(22,452)	712,451		-		712,451
  Net assets at the end of the year		1,639		(52,522)	(50,883)	1,639		(24,091)	(22,452)

Statement of Cash Flows
  Net (decrease) in net assets resulting from
   operations					-		(28,431)	(28,431)	(112,448)	(24,091)	(136,539)
  (Increase) in reimbursable reorganization
   costs					(28,398)	28,398		-		(24,091)	24,091		-
  (Increase) in prepaid operating expenses	$(33)		$33		$-		$-		$-		$-
</table>

                                      F-14
<page>
                 Bromwell Financial Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


11.	Financial Highlights

<table>

					<c>		<c>		<c>		<c>		<c>
									Year to Date
						Restated
					-------------------------------
					2006		2005		2004		2003		2002
Performance per unit (5)

Net unit value, beginning of period	$(8,736.19)	$747.41		$824.69		$908.99		$955.04

Net realized and unrealized gains/
(losses) on commodity transactions	-		(8,996.23)	89.50		97.66		169.37

Investment and other income		-		14.07		15.67		2.47		6.20

Expenses (1)				(11,062.64)	(501.44)	(182.45)	(184.43)	(221.62)

Net (decrease) for the period		(11,062.64)	(9,483.60)	(77.28)		(84.30)
	(46.05)

Net unit value, end of period		$(19,798.83)	$(8,736.19)	$747.41		$824.69		$908.99

Net assets, end of period (000)		$(51)		$(22)		$712		$1,037		$1,650

Total return (3)			88.48%		1187.81%	-9.37%		-9.27%		-4.83%

Ratio to average net assets (4)
Investment and other income		0.00%		-11.60%		2.11%		0.29%		0.60%
Expenses (2)				88.48%		397.64%		-20.62%		-10.16%		-10.16%
</table>

(1)	Includes brokerage commissions
(2)	Excludes brokerage commissions
(3)	Not annualized
(4)	Annualized for all periods
(5)	Investment and other income and expenses is calculated using average
number of units (limited and general) outstanding during the year. Net
realized and unrealized gains/losses on commodity transactions is a balancing
amount necessary to reconcile the change in net unit value.

                                      F-15
<page>
                 Bromwell Financial Fund, Limited Partnership
                  Affirmation of the Commodity Pool Operator
             For the Years Ended December 31, 2006, 2005 and 2004


*****************************************************************************



To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.


/s/ Michael Pacult 					February 5, 2008
Michael Pacult						Date
President, Belmont Capital Management, Inc.
General Partner
Bromwell Financial Fund, Limited Partnership



                                      F-16
<page>