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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 or 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
Commission file number 333-25331
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Maximus Fund I, L.L.C.
(Exact name of registrant as specified in its charter)
Delaware 36-4161664
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
8218 N. University 61615
Peoria, IL (Zip code)
(Address of principal executive offices)
Registrant's telephone number, including area code:(309)691-5706.
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12 (g) of the Act:
Units of Limited Partnership Interest
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 such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes No X
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Registrant is a limited partnership and thus has no voting stock held by
non-affiliates or otherwise.
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Item 1. Business
(a) Maximus Fund I, L.L.C. (the "Company", the "Partnership", the "Registrant)
a limited liability company was organized on January 17, 1997. The Company
began accepting initial subscriptions in December 1997 and has not yet
commenced trading as of December 31, 1997. The business of the Fund will be
the speculative trading of commodity interests. The General Partner for the
Fund is Maximus Capital Management, Inc.(the "General Partner"). Maximus
Capital Management, Inc. will also initially act as the Company's Trading
Advisor.
The Clearing broker for the Company will be Iowa Grain Company (the
"Clearing Broker"). The Company's trades will be introduced to the Clearing
Broker by D&R Commodities, Inc. (the Introducing Broker").
In accordance with the Company's prospectus, the Company will commence
trading after receiving a minimum of $1,000,000 in initial membership
interests.
The Company will offer both Class "A" and "B" interests. Class "A"
interests will be charged a monthly management fee equal to 1/12 of 1% (1%
annually)of the Net Asset Value. Class "B" interests will be charged both a
1/12 of 1% management fee and a quarterly incentive fee equal to 25% of the net
trading profits. Brokerage fees for both share classes are $65.00 per round
turn.
The Company's prospectus dated September 4, 1997 contains a more detailed
description of the fee calculations.
The Company incurs ongoing legal, accounting, administrative, and other
miscellaneous costs.
The Company has no Employees.
The Company does not engage in operations in any foreign countries other
than trading on foreign exchanges.
The Trading Advisors and the General Partner are required to be registered
under regulations of the CFTC and the NFA, a commodity industry self-regulatory
organization. The Clearing Broker and Introducing Broker are required to be
registered with the CFTC and the NFA and are subject to certain financial
and/or other requirements in order to maintain its registration.
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Item 2. Properties.
The Fund does not own or lease any real property. The General Partner uses
its offices to perform administrative services for the Fund at no cost to the
Fund.
Item 3. Legal Proceedings.
The General Partner is not aware of any pending legal proceedings to which
the Fund or the General Partner is a party or to which any of its assets are
subject.
Item 4. Submission of Matters to a Vote of Security Holders.
No matters were submitted during the fiscal year ended December 31, 1997
to a vote of security holders through the solicitation of proxies or otherwise.
PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholders
Matters.
There is no established public trading market for the Units, nor will one
develop. Units may be transferred or redeemed subject to the condition imposed
by the Agreement of Limited Partnership. As of December 31, 1997 a total of 1
Unit was held by the General Partner and 35 units were pending subscription for
the Limited Partners.
The General Partner, pursuant to the Limited Partnership Agreement, has
the sole discretion in determining what distributions, if any, the Partnership
will make to its Unit Holders. The General Partner has not made any
distributions as of December 31, 1997.
Item 6. Selected Financial Data.
The following is a summary of operations and total assets of the
Partnership for the period from March 15, 1997 (Inception) through December
31, 1997.
See Following Page For Selected Financial Data.
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MAXIMUS FUND I, L.L.C.
SELECTED FINANCIAL DATA
FOR THE YEARS ENDED DECEMBER 31, 1997
<TABLE>
<CAPTION>
1997
REVENUE
<S> <C>
Gross realized gains from trading 0
Change in unrealized gains/(loss)
from trading 0
Interest Income 0
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Total Revenue $ 0
EXPENSES
Brokerage commissions/fee $ 0
Advisory fees 0
Other administrative expenses 0
-------
Total Expenses $ 0
-------
Net Income/(Loss) $ 0
-------
TOTAL ASSETS $36,000
-------
TOTAL LIABILITIES $35,000
-------
PARTNERS CAPITAL
Limited Partner 0
General Parnter 1,000
-------
TOTAL LIABILITIES AND PARTNERS CAPITAL 36,000
=======
NUMBER OF OUTSTANDING UNITS 1
NET ASSET VALUE PER UNIT (ROUNDED) 1,000
</TABLE>
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Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
Liquidity
The Partnership's initial contributions are on deposit in a trading
account with the Broker. The Broker holds such assets in either non-interest
bearing bank accounts or in securities approved by the CFTC for investment of
customer funds. The Partnership's assets held by the Broker may be used as
margin solely for the Partnership's trading. Since the Partnership's sole
purpose is to trade in commodity futures contracts and other commodity
interests, it is expected that the Partnership will continue to own such liquid
assets for margin purposes, once trading commences.
Capital Resources
The purpose of the Fund is to trade commodity interests; as such, the Fund
does not have, nor does it expect to have, any capital assets and has no
material commitments for capital expenditures. The Fund's use of assets is
solely to provide necessary margin or premiums for, and to pay for any losses
incurred in connection with its trading activities.
Results of Operations
Total assets of the partnership as of December 31, 1997 were $36,000 at
December 31, 1997.
As of December 31, 1997, the Net Asset Value per Unit was $1,000, as no
trading has yet commenced.
Item 8. Financial Statements and Supplementary Data.
The information required by this item is attached hereto.
Item 9. Changes in and Disagreements With Accountants on
Accounting and Financial Disclosure.
None
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PART III
Item 10. Directors and Executive Officers of the Registrant.
The Company has no directors or executive officers, as it is managed by
the General Partner. There are no "significant employees" of the Company.
The Company's General Partner is Maximus Capital Management, Inc. an
Illinois corporation incorporated in December 1996. The General Partner has
been registered with the CFTC as a Commodity Pool Operator and Commodity
Trading Advisor since December 13, 1996, and is also an NFA member.
The two principals of the General Partner are as follows:
Darren Frye is the President and sole shareholder of the General Partner.
Mr. Frye has run D&R Enterprises, a fertilizer dealership, from October 1987 to
present. Mr. Frye also runs his own soil-testing and consulting business,
Midwest Soil Services, since September 1991. Mr. Frye started D&R Marketing in
December 1994, in response to his customers demand for grain marketing advice.
In February 1995, Mr. Frye founded D&R Commodities, a sole proprietorship which
operated as an introducing broker. In May 1996, this sole proprietorship was
incorporated as D&R Commodities, Inc. And Mr. Frye became the sole shareholder.
D&R Commodities, Inc. Is registered with the NFA and CFTC as an Introducing
Broker and Commodity Trading Advisor.
Eric Sampson is the Director of Operations of the General Partner. Mr.
Sampson graduated from Bradley University in December 1992 with a degree in
finance, while he also worked as a bookkeeper for Dunlap State Bank from 1991
until graduation. In August 1992, Mr. Sampson entered the securities industry
as a registered broker with Walnut Street Securities. In February 1994, Mr.
Sampson became as Associated Person of bates Commodities, an introducing
broker. He left Bates in February 1995 to accept a job with D&R Commodities,
where he became an associated person in may 1995. Mr. Sampson has also served
a representative of D&R Marketing and became a principal of D&R Commodities in
December 1995.
Item 11. Executive Compensation.
The Company has no officers or directors. The General Partner performs
the services for the Fund as described in the Prospectus.
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Item 12. Security Ownership of Certain Beneficial Owners and Management.
The Partnership has no directors or officers: the Limited
Partnership Agreement delegates all management of the Partnership's affairs to
the General Partner. The registrant does not know of any arrangement the
operation of which may at a subsequent date result in a change in control of
the registrant. As of December 31, 1997, the General Partner owned the only
outstanding unit in the Company.
Item 13. Certain Relationships and Related Transactions.
Except as described in the Prospectus and Items 11 and 12 above, there are no
relationships or related transaction which are required to be described herein
other than as described below.
The public offering of the Units began on September 4, 1997. The General
Partner has paid for the organizational and offering expenses of the Company,
totaling $115,000. The General Partner will be reimbursed for such expenses
through the allocation of all interest earned by the Company until such
expenses have been reimbursed.
PART IV
Item 14. Exhibits, Financial Statements Schedules, and Reports
on Form 8-K.
(a) (1) and (2) Financial Statements and Financial Statements
Schedules.
The Financial Statements and Report of Independent Auditors listed in the
accompanying index are file as part of this annual report.
(3) Exhibits.
1.00 1997 Independent Auditors Report
The registrant has no subsidiaries.
(b) Reports on Form 8-K
None
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SIGNATURES
Pursuant to the requirement of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized on the 27th day of
March 1998.
Maximus Fund I, L.L.C.
(Registrant)
/s/ Darren Frye
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Darren Frye, President
Maximus Capital Management, Inc.
General Partner
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated on the 27th day of March 1998.
/s/ Darren Frye
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Darren Frye, President
Maximus Capital Management, Inc.
General Partner
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[LETTERHEAD OF MICHAEL COGLIANESE]
INDEPENDENT AUDITOR'S REPORT
To the Board of Directors
Maximus Fund I, L.L.C.
We have audited the accompanying balance sheet of Maximus Fund I, L.L.C. as of
December 31, 1997. This financial statement is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatements. An audit 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 audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Maximus Fund I, L.L.C. as of
December 31, 1997 in conformity with generally accepted accounting principles.
Michael Coglianese
Certified Public Accountant
Bloomingdale, Illinois
March 26, 1998
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MAXIMUS FUND I, L.L.C.
(UNAUDITED)
BALANCE SHEET
December 31, 1997
<TABLE>
<CAPTION>
ASSETS
<S> <C>
Cash $36,000
-------
Total Assets $36,000
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LIABILITIES AND SHAREHOLDERS CAPITAL
LIABILITIES
Pending Subscriptions $35,000
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Total Liabilities $35,000
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SHAREHOLDERS CAPITAL
Capital (One Unit) $ 1,000
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Total Shareholders Capital $ 1,000
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Total Liabilities and Shareholders Capital 36,000
=======
</TABLE>
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MAXIMUS FUND I, L.L.C.
Notes to Financial Statements
NOTE 1.
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ORGANIZATION:
The Company is organized as a limited liability company in the state of
Delaware to engage in speculative trading of futures, options, and other
commodity interests on both foreign and domestic exchanges. The Company
operates as a commodity pool and is therefore under the jurisdiction of the
Commodity Futures Trading Commission.
The Company has issued one Unit of Partnership to the General Partner for the
initial formation of the Company.
NOTE 2.
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SUBSEQUENT EVENT:
The Company exceeded the minimum number of subscriptions units in February 1998
and commenced trading activities on February 3, 1998.
