BRIDGETON TACTICAL ADVISORS FUND, LP - FORM 10-Q/A

Attached files

file	filename
EX-31.1 - EXHIBIT 31.1 - BRIDGETON TACTICAL ADVISORS FUND, LP	exh31-1.htm
EX-31.2 - SECTION 1350 CERTIFICATION - BRIDGETON TACTICAL ADVISORS FUND, LP	exhibit32-2.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

______________

FORM 10-Q/A

______________

(X) QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 2011

( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15 (d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the Transition Period From ____ TO ____

Commission File No. 000-23529

BRIDGETON TACTICAL ADVISORS FUND, LP

Delaware		22-678474
(a Delaware Partnership)		(I.R.S. Employer Identification No.)
	7535 Windsor Drive, Suite A205 Allentown, PA 18195 (610) 366-3922

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 Q NO 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES  NO 

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

Large accelerated filer	o	Accelerated filer	o
Non-accelerated filer	o	Smaller reporting company	Q
(do not check if a Smaller reporting company)

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES  NO Q

Page 1of 21

BRIDGETON TACTICAL ADVISORS FUND, LP

INDEX TO FORM 10-Q

PART I - FINANCIAL INFORMATION

		Page
Item 1.	Condensed Financial Statements	3
	Condensed Statements of Financial Condition	3
	Condensed Schedules of Investments	4
	Condensed Statements of Income (Loss)	6
	Condensed Statements of Changes in Partners’ Capital (Net Asset Value)
	Notes to Condensed Financial Statements	8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	18
Item 4.	Controls and Procedures	18

PART II - OTHER INFORMATION		18
Item 1.	Legal Proceedings	18
Item 1A.	Risk Factors	18
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	18
Item 3.	Defaults Upon Senior Securities	18
Item 4.	Removed and Reserved	18
Item 5.	Other Information	18
Item 6.	Exhibits	18

Page 2of 21

PART I - FINANCIAL INFORMATION

Item 1. Condensed Financial Statements

BRIDGETON TACTICAL ADVISORS FUND, LP

CONDENSED STATEMENTS OF FINANCIAL CONDITION

As of March 31, 2011 (Unaudited) and December 31, 2010

_______________

	March 31,		December 31,
ASSETS	2011		2010
EQUITY IN COMMODITY FUTURES TRADING ACCOUNTS:
Due from brokers (including margin deposits of
$1,849,322 for 2011 and $1,542,223 for 2010)	$	12,846,785	$	13,275,165
Net unrealized gains on open positions		975,124		1,256,636
		13,821,909		14,531,801
CASH AND CASH EQUIVALENTS		8,510,818		17,411,836
DUE FROM GENERAL PARTNER		18,664		205,403
PREPAID EXPENSES		223,908		0
INTEREST RECEIVABLE		276		711
TOTAL ASSETS	$	22,575,575	$	32,149,751
LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)
LIABILITIES:
Prepaid subscriptions	$	1,644	$	1,438
Redemptions payable		804,084		2,083,797
Other accrued expenses		120,005		88,705
Accrued incentive fees		26,850		60,299
Accrued management fees		41,741		61,112
TOTAL LIABILITIES		994,324		2,295,351
PARTNERS’ CAPITAL (NET ASSET VALUE)
Limited partners – Class A (2,409.6322 and 2,570.7404
fully redeemable units at March 31, 2011 and
December 31, 2010, respectively)		18,391,070		19,608,673
Limited partners – Class B (3,294.4535 and 11,880.0907
fully redeemable units at March 31, 2011 and
December 31, 2010, respectively)		3,085,138		10,145,727
General partner – Class A (13.7630 and 13.1103
fully redeemable units at March 31, 2011 and
December 31, 2010, respectively)		105,043		100,000
TOTAL PARTNERS’ CAPITAL (NET ASSET VALUE)		21,581,251		29,854,400
TOTAL LIABILITIES AND PARTNERS’ CAPITAL (NET ASSET VALUE)	$	22,575,575	$	32,149,751

See Notes to Condensed Financial Statements.

Page 3of 21

BRIDGETON TACTICAL ADVISORS FUND, LP

CONDENSED SCHEDULES OF INVESTMENTS

As of March 31, 2011 (Unaudited)

_______________

LONG FUTURES CONTRACTS

	Unrealized Gains (Loss), Net			% of Partners’ Capital
Commodity Futures Industry Sector
Currencies	$	177,049			0.820	%
Energy		238,755			1.106	%
Grains		(2,295	)		(0.011	)%
Interest rates		(14,662	)		(0.067	)%
Livestock		5,835			0.027	%
Metals		437,833			2.029	%
Stock indices		139,025			0.644	%
Tropical products		43,458			0.201	%
Total long futures contracts	$	1,024,998			4.749	%

SHORT FUTURES CONTRACTS

	Unrealized Gains (Loss), Net			% of Partners’ Capital
Commodity Futures Industry Sector
Currencies	$	2,836			0.013	%
Grains		(27,156	)		(0.126	)%
Interest rates		51,882			0.241	%
Metals		(8,638	)		(0.040	)%
Stock indices		(71,623	)		(0.332	)%
Tropical products		2,825			0.013	%
Total short futures contracts	$	(49,874	)		(0.231	)%

Total futures contracts	$	975,124			4.518	%

________

* No single contract’s value exceeds 5% of partners’ capital.

See Notes to Condensed Financial Statements.

Page 4of 21

BRIDGETON TACTICAL ADVISORS FUND, LP

CONDENSED SCHEDULES OF INVESTMENTS (CONTINUED)

As of December 31, 2010

_______________

LONG FUTURES CONTRACTS

	Unrealized Gains (Loss), Net			% of Partners’ Capital

Commodity Futures Industry Sector
Currencies	$	265,654			0.890	%
Energy		157,014			0.526	%
Grains		129,820			0.435	%
Interest rates		57,168			0.191	%
Livestock		7,360			0.025	%
Metals		403,052			1.350	%
Stock indices		(1,064	)		(0.004	)%
Tropical products		305,881			1.024	%
Total long futures contracts	$	1,324,885			4.437	%

SHORT FUTURES CONTRACTS

	Unrealized Gain (Loss), Net			% of Partners’ Capital*
Commodity Futures Industry Sector
Currencies	$	(16,243	)		(0.054	)%
Energy		(19,760	)		(0.066	)%
Grains		(16,252	)		(0.054	)%
Interest rates		17,310			0.058	%
Metals		(33,343	)		(0.112	)%
Stock indices		1,159			0.004	%
Tropical products		(1,120	)		(0.004	)%
Total short futures contracts	$	(68,249	)		(0.228	)%
Total futures contracts	$	1,256,636			4.209	%

________

* No single contract’s value exceeds 5% of partners’ capital.

See Notes to Condensed Financial Statements.

Page 5of 21

BRIDGETON TACTICAL ADVISORS FUND, LP

CONDENSED STATEMENTS OF INCOME (LOSS)

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

_______________

	Three Months Ended March 31,
	2011			2010
NET INVESTMENT (LOSS) Income:
Interest income	$	5,497		$	8,890
Expenses:
Brokerage commissions		260,501			772,868
Incentive fees		26,850			0
Management fees		116,377			296,340
Professional fees		43,942			68,198
Accounting and administrative		28,938			57,256
Other expenses		15,766			59,773
Total expenses		492,374			1,254,435
Net investment (loss)		(486,877	)		(1,245,545	)
TRADING PROFITS (LOSSES)
Profits (Losses) on trading of commodity futures:
Net realized gains (losses) on closed positions		619,019			(3,489,812	)
Change in net unrealized gains (losses) on open positions		(281,512	)		(592.369	)
Total trading profits (losses)		337,507			(4,082,181	)
NET (LOSS)	$	(149,370	)	$	(5,327,726	)
NET INCOME (LOSS) PER UNIT
(based on weighted average number of units outstanding during the period)

Class A	$	0.38		$	(686.17	)
Class B – Series 1	$	2.70		$	(82.04	)
Class B – Series 2	$	(40.11	)	$	(75.93	)
Class B – Series 3	$	(1.91	)	$	(97.66	)

See Notes to Condensed Financial Statements.

Page 6of 21

BRIDGETON TACTICAL ADVISORS FUND, LP

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE)

For the Three Months Ended March 31, 2011

(Unaudited)

_______________

	CLASS A																CLASS B LIMITED PARTNERS
	General Partner				Limited Partners						Total			Series 1						Series 2						Series 3					Total
	Units		Amount		Units			Amount			Class A			Units			Amount			Units			Amount			Units		Amount			Class B			Total
PARTNERS’ CAPITAL, JANUARY 1, 2011		13.1103	$	100,000		2,570.7404		$	19,608,673		$	19,708,673		$	2,980.2313		$	2,958,623			8,852.8246		$	7,139,159			47.0348	$	47,945		$	10,145,727		$	29,854,400
Subscriptions		0.6527		4,946		3.6225			27,507			32,453			-			-			22.3658			17,556			-		-			17,556			50,009
Redemptions		-		-		(164.7307	)		(1,245,966	)		(1,245,966	)		(751.9275	)		(747,354	)		(7,856.0755	)		(6,180,468	)		-		-			(6,927,822	)		(8,173,788	)
Net income (loss)		-		97		-			856			953			-			7,773			-			(158,006	)		-		(90	)		(150,323	)		(149,370	)
PARTNERS’ CAPITAL, MARCH 31, 2011		13.7630	$	105,043		2,409.6322		$	18,391,070		$	18,496,113			2,228.3038		$	2,219,042			1,019.1149		$	818,241			47.0348	$	47,855		$	3,085,138		$	21,581,251

	Net Asset Value Per Unit
	Class A			Class B, Series 1		Class B, Series 2		Class B, Series 3
January 1, 2011	$	7,627.64	(1)	$	992.75	$	806.43	$	1,019.35
March 31, 2011	$	7,632.31	(2)	$	995.84	$	802.89	$	1,017.43

_____________

(1) Based on 2,583.8507 Class A shares

(2) Based on 2,423.3952 Class A shares

See Notes to Condensed Financial Statements.

Page 7of 21

BRIDGETON TACTICAL ADVISORS FUND, LP

STATEMENTS OF CHANGES IN PARTNERS’ CAPITAL (NET ASSET VALUE) (CONTINUED)

For the Three Months Ended March 31, 2010

(Unaudited)

_______________

	CLASS A														CLASS B LIMITED PARTNERS
	General Partner					Limited Partners						Total			Series 1						Series 2						Series 3						Total
	Units		Amount			Units			Amount			Class A			Units			Amount			Units			Amount			Units			Amount			Class B			Total
PARTNERS’ CAPITAL, JANUARY 1, 2010		116.8617	$	936,983			3,328.8303		$	26,690,125		$	27,627,108			3,232.6375		$	3,339,684			39,711.9928		$	34,346,892			70.7534		$	76,578		$	37,763,154		$	65,390,262
Subscriptions		1.1086		8,573			59.0790			450,609			459,182			20.1582			20,000			436.2158			367,601			-			-			387,601			846,783
Redemptions		-		-			(713.0298	)		(5,348,499	)		(5,348,499	)		(185.4318	)		(179,301	)		(4,906.8109	)		(3,906,426	)		(23.7186	)		(23,549	)		(4,109,276	)		(9,457,775	)
Net (loss)		-		(75,648	)		-			(2,067,779	)		(2,143,427	)		-			(258,441	)		-			(2,919,527	)		-			(6,331	)		(3,184,299	)		(5,327,726	)
PARTNERS’ CAPITAL MARCH 31, 2010		117.9703	$	869,908			2,674.8795		$	19,724,456		$	20,594,364			3,067.3639		$	2,921,942			35,241.3977		$	27,888,540			47.0348		$	46,698		$	30,857,180		$	51,451,544

	Net Asset Value Per Unit
	Class A			Class B, Series 1		Class B, Series 2		Class B, Series 3
January 1, 2010	$	8,017.87	(1)	$	1,033.11	$	864.90	$	1,082.32
March 31, 2010	$	7,373.96	(2)	$	952.59	$	791.36	$	992.84

_____________

(1) Based on 3,445.6920 Class A shares

(2) Based on 2,792.8498 Class A shares

See Notes to Condensed Financial Statements.

Page 8of 21

BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO CONDENSED FINANCIAL STATEMENTS

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

_______________

1.	BASIS OF PRESENTATION
	The interim condensed financial statements of Bridgeton Tactical Advisors Fund, LP, formerly, RFMC Tactical Advisors Fund, LP and RFMC Willowbridge Fund, L.P. (the “Partnership”), included herein, have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial information and Rule 8-03 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States of America for complete annual financial statements. These condensed financial statements are unaudited and should be read in conjunction with the audited financial statements and notes thereto included in the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2010. The Partnership follows the same accounting policies in the preparation of interim reports as set forth in the annual report. In the opinion of management, the financial statements reflect all adjustments, which are of a normal recurring nature, necessary for a fair presentation of the financial position, results of operations and changes in partners’ capital for the interim periods presented and are not necessarily indicative of a full year’s results.

2.	PARTNERSHIP ORGANIZATION
	The Partnership, a Delaware limited partnership, was organized on January 24, 1986. Prior to March 1, 2010, Willowbridge Associates, Inc (“Willowbridge”) served as the Partnership’s sole trading advisor. Effective March 1, 2010, the Partnership added Quantitative Investment Management, LLC (“QIM”) as an additional trading advisor (Willowbridge and QIM, collectively the “Trading Advisors”).

	From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership. From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” or the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane. Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership. Bridgeton has been registered with the Commodity Futures Trading Commission (“CFTC”) pursuant to the Commodity Exchange Act (“CEA”) as a Commodity Pool Operator (“CPO”) since January 11, 2011 and has been a member of the National Futures Association (“NFA”) since January 11, 2011. The General Partner is required by the Limited Partnership Agreement, as amended and restated (the “Agreement”), to contribute $1,000 to the Partnership.

	In accordance with the amendment to Section 5 of the Agreement, effective January 16, 2003, the Partnership offers separate classes of limited partnership interests, whereby interests which were issued prior to January 16, 2003 by the Partnership will be designated as Class A interests. The Partnership also offers Class B limited partnership interests through a private offering pursuant to Regulation D as adopted under section 4(2) of the Securities Act of 1933, as amended. The Partnership will offer the Class B interests up to an aggregate of $100,000,000; provided that the General Partner may increase the amount of interests that will be offered in increments of $10,000,000 after notice to the limited partners. Commissions for the Class B interests will differ from those of the Class A interests, but in all other respects the Class A interests and the Class B interests will be identical. The Class A interests and Class B interests will also be traded pursuant to the same trading programs.

	The Partnership shall end upon withdrawal, insolvency or dissolution of the General Partner or a decline of greater than fifty percent of the net assets of the Partnership as defined in the Agreement, or the occurrence of any event which shall make it unlawful for the existence of the Partnership to be continued.

3.	SIGNIFICANT ACCOUNTING POLICIES
	A Method of Reporting

	The Partnership’s financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”). The preparation of financial statements in conformity with U.S. GAAP 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 the reported amounts of income (loss) and expenses during the reporting period. Actual results could differ from these estimates.

	Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”), referred to as ASC or the Codification, is the single source of U.S. GAAP.

	The Partnership has elected not to provide a statement of cash flows as permitted under ASC Topic 230, Statement of Cash Flows.

	B. Cash and Cash Equivalents

	The Partnership has defined cash and cash equivalents as cash and short-term, highly liquid investments with maturities of three months or less when acquired. Money market mutual funds, which are included in cash equivalents, are classified as Level 1 fair value estimates (unadjusted quoted prices in active markets for identical assets) under the fair value hierarchy provisions as described in ASC Topic 820, Fair Value Measurements and Disclosures. At March 31, 2011 and December 31, 2010, the Partnership had investments in money market mutual funds of $7,393,243 and $12,889,929, respectively. Interest received on cash deposits and dividends received from money market mutual funds are included as interest income and recognized on an accrual basis.

	C. Due from Brokers

	Due from brokers represents deposits required to meet margin requirements and excess funds not required for margin. Due from brokers at March 31, 2011 and December 31, 2010 consisted of cash on deposit with the brokers of $12,846,785 and $13,275,165, respectively. The Partnership is subject to credit risk to the extent any broker with whom the Partnership conducts business is unable to deliver cash balances or securities, or clear securities transactions on the Partnership’s behalf. The General Partner monitors the financial condition of the brokers with which the Partnership conducts business and believes that the likelihood of loss under the aforementioned circumstances is remote.

	D. Investments in Commodity Futures Contracts

	Investments in commodity futures contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period, based on quoted market prices. Accordingly, such contracts are classified as Level 1 fair value estimates under the fair value hierarchy as described within ASC Topic 820, Fair Value Measurements and Disclosures. Gains or losses are realized when contracts are liquidated, on a first-in-first-out basis. Realized gains are netted with realized losses for financial reporting purposes and shown under the caption “Net realized gains (losses) on closed positions” in the Condensed Statements of Income (Loss).

	As each broker has the right of offset, the Partnership presents the aggregate net unrealized gains with such brokers as “Net unrealized gains on open positions” and the aggregate net unrealized losses with such brokers as “Net unrealized losses on open positions” in the Condensed Statements of Financial Condition. The net unrealized gains on open positions with one broker are not offset against net unrealized losses on open positions from another broker in the Condensed Statements of Financial Condition. The unrealized gains or losses on open contracts is the difference between contract trade price and quoted market price.

	Any change in net unrealized gain or loss from the preceding period is reported in the Condensed Statements of Income (Loss) under the caption “Change in net unrealized gains (losses) on open positions”. Interest income is recognized on an accrual basis.

	E. Brokerage Commissions

	The Class A limited partners pay to the General Partner a flat brokerage commission of 4.0% annually of the net asset value of the Class A limited partners’ capital as of the beginning of each month. Class B limited partners pay to the General Partner a flat brokerage commission equal to the following percentages of each Series’ applicable net asset value: Series 1 – 3%, Series 2 – 6%, and Series 3 – 5%. From these amounts, the General Partner paid (1) actual trading commissions incurred by the Partnership of $49,897 and $113,899 for the three months ended March 31, 2011 and 2010, respectively, and (2) 3.0% to properly registered selling agents as their ongoing compensation for servicing Class B limited partners (and to the extent the amount is less than 3%, the brokerage commissions with respect to such Class B limited partnership interests will be reduced accordingly). Approximately 35% to 45% of the actual trading commissions incurred by the Partnership is remitted by the brokers to an Introducing Broker affiliated with Bridgeton.

	Brokerage commissions charged to each Class or Series of class were as follows:


	For the Three Months Ended March 31,
	2011		2010

Class A	$	190,710	$	251,856
Class B – Series 1		21,183		23,952
Class B – Series 2		48,016		496,135
Class B – Series 3		592		925
Total	$	260,501	$	772,868

As of March 31, 2011 and December 31, 2010, $18,664 and $13,609, respectively, were due from the General Partner for reimbursement of brokerage commissions advanced by the Partnership.

	F. Allocation of Income (Loss)
	Net realized and unrealized trading profits and losses, interest income and other operating income and expenses, except Class or Series specific brokerage commission charges, are allocated to the partners monthly in proportion to their capital account balances, as defined in the Agreement. Class and/or Series specific commission charges are allocated monthly to the partners of the respective Class and/or Series in proportion to their respective capital account balances within the Class and/or Series.
	G. Incentive Fees

	Pursuant to the Trading Advisory Agreements with Willowbridge (“Willowbridge Agreement”) and QIM (“QIM Agreement”), the Trading Advisors are entitled to a quarterly incentive fee based on the new profits or the new net profits, as defined in the applicable Trading Advisory Agreements, of the Partnership’s trading assets allocated to the respective Trading Advisor.
	Willowbridge is entitled to a quarterly incentive fee of 25% of any new profits, as defined in the Willowbridge Agreement. The term “New Profits” for the purpose of calculating Willowbridge’s incentive fee only, is defined as the excess (if any) of (A) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of any calendar quarter (before deduction of incentive fees paid or accrued for such quarter), over (B) the net asset value of the Partnership’s trading assets allocated to Willowbridge as of the last day of the most recent quarter for which an incentive fee was paid or payable (after deduction of such incentive fee). In computing New Profits, the difference between (A) and (B) above shall be (i) increased by the amount of any distributions or redemptions paid or accrued by the Partnership as of or subsequent to the date in (B) through the date in (A), (ii) adjusted (either decreased or increased, as the case may be) to reflect the amount of any additional allocations or negative reallocations of Partnership assets from the date in (B) to the last day of the quarter as of which the current incentive fee calculation is made, and (iii) increased by the amount of any losses attributable to redemptions.
	QIM is entitled to a quarterly incentive fee of 30% of any new net profits (as defined in the QIM Agreement) in the Partnership’s account as of each calendar quarter end. “New Net Profit”, for the purpose of calculating QIM’s incentive fee, is defined as the excess of cumulative gain/loss from commodity trading (excluding interest) less trading and management fees over its highest past value at any prior calendar quarterly period with respect to trading assets allocated to QIM. The “gain/loss from commodity trading” is the net gain or loss from closed and completed commodity transactions (after brokerage commissions) plus the increases/decreases in the value of open positions at the end of each calendar quarter (accounting for commissions that would be incurred by closing such open positions). In the event of any subsequent losses, the quarterly incentive fees would not be charged until there are Net New Profits to offset such losses.
	There were no incentive fees earned by Willowbridge for the three months ended March 31, 2011 and 2010. Incentive fees earned by QIM totaled $26,850 and $0 for the three months ended March 31, 2011 and 2010.
	. H. Management Fees
	The General Partner is paid an annual management fee equal to 1% of the net assets of the Partnership (as defined in the Agreement) as of the last day of the previous fiscal year. Such annual fee is paid in advance at the beginning of the respective year and is amortized by the Partnership on a straight-line basis over twelve months. The total management fee paid to the General Partner in 2011 and 2010 was $298,544 and $653,903, respectively. For the three-month period ended March 31, 2011 and 2010, the Partnership recorded management fee expense earned by the General Partner of 74,636 and $163,476, respectively. As of March 31, 2011 and December 31, 2010, the unamortized prepaid management fees were $223,908 and $0, respectively.
	In addition to the management fee paid to the General Partner, the Partnership pays Willowbridge a quarterly trading advisor management fee of 0.25% (1% per year) of the net asset value of the Partnership’s trading assets allocated to Willowbridge. These fees amounted to $41,741 and $132,864 for the three months ended March 31, 2011 and 2010, respectively. As of March 31, 2011 and December 31, 2010, $41,741 and $61,112, respectively, were due to Willowbridge. QIM is not paid a trading advisor management fee.
	I. Income Taxes
	No provision for income taxes has been provided in the accompanying financial statements as each partner is individually liable for taxes, if any, on his or her share of the Partnership’s profits.
	The Partnership applies the provisions of Codification Topics 740, Income Taxes and 835, Interest, which prescribes the minimum recognition threshold a tax position must meet in connection with accounting for uncertainties in income tax positions taken or expected to be taken by an entity before being measured and recognized in the financial statements. This accounting standard requires the evaluation of tax positions taken or expected to be taken in the course of preparing the Partnership’s financial statements to determine whether the tax positions are “more-likely-than-not” of being sustained by the applicable tax authority. Tax positions with respect to tax at the Partnership level not deemed to meet the “more-likely-than-not” threshold would be recorded as an expense in the current period. The Partnership has elected an accounting policy to classify interest and penalties, if any, as interest expense. The General Partner has concluded there is no tax expense or interest expense related to uncertainties in income tax positions for the three months ended March 31, 2011 and 2010.
	The Partnership files U.S. federal and state tax returns. The 2008 through 2010 tax years generally remain subject to examination by U.S. federal and most state authorities.

Page 10of 21

	J. Subscriptions
	Partnership units may be purchased on the first day of each month at the net asset value per unit determined on the last business day of the previous month. Partners’ contributions received in advance for subscriptions are recorded as prepaid subscriptions in the Condensed Statements of Financial Condition. The General Partner charges a 1% initial administrative fee on all limited partner unit subscriptions. The General Partner may waive this charge for limited partners who are its affiliates or for other limited partners in its sole discretion. Subscription proceeds to the Partnership are recorded net of these charges. For the three months ended March 31, 2011 and 2010, no initial administration fees were paid to the General Partner.
	K. Redemptions
	Limited partners may redeem some or all of their units at net asset value per unit as of the last business day of each month with at least ten days written notice to the General Partner
	L. Foreign Currency Transactions
	The Partnership’s functional currency is the U.S. dollar; however, it transacts business in currencies other than the U.S. dollar. Assets and liabilities denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect at the date of the Condensed Statements of Financial Condition. Income and expense items denominated in currencies other than the U.S. dollar are translated into U.S. dollars at the rates in effect during the period. Gains and (losses) resulting from the translation to U.S. dollars totaled $(2,075) and $9,524 for the three months ended March 31, 2011 and 2010, respectively, and are reported as a component of “Net realized gains (losses) on closed positions” in the Condensed Statements of Income (Loss).
	M. Indemnifications
	The Partnership has entered into agreements which provide for the indemnifications against losses, costs, claims and liabilities arising from the performance of its obligations under such agreements, except for gross negligence or bad faith. The Partnership’s individual maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Partnership that have not yet occurred. The Partnership generally expects the risk of loss from indemnification claims in the future to be remote.
4.	FAIR VALUE
	Fair value of an investment is the amount that would be received to sell the investment in an orderly transaction between market participants at the measurement date (i.e. the exit price).
	The fair value hierarchy, as more fully described in ASC Topic 820, Fair Value Measurements and Disclosures, prioritizes and ranks the level of market price observability used in measuring investments at fair value. Market price observability is impacted by a number of factors, including the type of investment and the characteristics specific to the investment. Investments with readily available active quoted prices or for which fair value can be measured from actively quoted prices generally will have a higher degree of market price observability and a lesser degree of judgment used in measuring fair value.
	Investments measured and reported at fair value are classified and disclosed in one of the following categories: :
	Level 1 – Quoted prices are available in active markets for identical investments as of the reporting date. The type of investments included in Level 1 are publicly traded investments. As required by ASC Topic 820, Fair Value Measurements and Disclosures, the Partnership does not adjust the quoted price for these investments even in situations where the Partnership holds a large position and a sale could reasonably impact the quoted price.
	Level 2 – Pricing inputs are other than quoted prices in active markets, which are either directly or indirectly observable as of the reporting date, and fair value is determined through the use of models or other valuation methodologies. Investments which are generally included in this category are investments valued using market data.
	Level 3 – Pricing inputs are unobservable and include situations where there is little, if any, market activity for the investment. Fair value for these investments are determined using valuation methodologies that consider a range of factors, including but not limited to the price at which the investment was acquired, the nature of the investment, local market conditions, trading values on public exchanges for comparable securities, current and projected operating performance and financing transactions subsequent to the acquisition of the investment. The inputs into the determination of fair value require significant management judgment. Due to the inherent uncertainty of these estimates, these values may differ materially from the values that would have been used had a ready market for these investments existed. Investments that are included in this category generally are privately held debt and equity securities.
	In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, an investment's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement. The General Partner’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment, and considers factors specific to the investment. The Partnership recognizes transfers, if any, between fair value hierarchy levels at the beginning of the reporting period.

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The following table summarizes the valuation of the Partnership’s investments by the above fair value hierarchy levels:

	As of March 31, 2011

	Total			Level 1			Level 2		Level 3
Assets
Futures contracts	$	1,170,703		$	1,170,703			N/A		N/A
Money market mutual funds		7,393,243			7,393,243			N/A		N/A

Total investment assets	$	8,563,946		$	8,563,946
Liabilities
Futures contracts	$	(195,579	)	$	(195,579	)		N/A		N/A

Total investment liabilities	$	(195,579	)	$	(195,579	)

	As of December 31, 2010

Assets	Total			Level 1			Level 2		Level 3
Futures contracts	$	1,369,179		$	1,369,179			N/A		N/A
Money market mutual funds		12,889,929			12,889,929			N/A		N/A

Total investment assets	$	14,259,108		$	14,259,108
Liabilities
Futures contracts	$	(112,543	)	$	(112,543	)		N/A		N/A

Total investment liabilities	$	(112,543	)	$	(112,543	)

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5.	DERIVATIVE INSTRUMENTS
	The Partnership engages in the speculative trading of futures contracts in currencies, interest rates and a wide range of commodities, including energy and metals (collectively “derivatives”) for the purpose of achieving capital appreciation. Since the derivatives held or sold by the Partnership are for speculative trading purposes, the derivative instruments are not designated as hedging instruments as defined in ASC Topic 815, Derivatives and Hedging.
	Under provisions of ASC Topic 815, Derivatives and Hedging, entities are required to recognize all derivative instruments as either assets or liabilities at fair value in the statement of financial condition. Investments in futures contracts are reported in the Condensed Statements of Financial Condition as “Net unrealized gains on open positions.”
	The fair value of the Partnership's derivative contracts is presented below on a gross basis as an asset if in a gain position and a liability if in a loss position.

	As of March 31, 2011

	Assets		Liabilities			Net

Currencies	$	204,542	$	(24,657	)	$	179,885
Energy		238,755		0			238,755
Grains		15,350		(44,801	)		(29,451	)
Interest rates		73,969		(36,749	)		37,220
Livestock		5,835		0			5,835
Metals		437,833		(8,638	)		429,195
Stock indices		139,574		(72,172	)		67,402
Tropical products		54,845		(8,562	)		46,283

Totals	$	1,170,703	$	(195,579	)	$	975,124

	As of December 31, 2010

	Assets		Liabilities			Net
Currencies	$	271,711	$	(22,300	)	$	249,411
Energy		157,014		(19,760	)		137,254
Grains		130,245		(16,677	)		113,568
Interest rates		78,380		(3,902	)		74,478
Livestock		7,360		0			7,360
Metals		403,053		(33,344	)		369,709
Stock indices		11,147		(11,052	)		95
Tropical products		310,269		(5,508	)		304,761
Totals	$	1,369,179	$	(112,543	)	$	1,256,636

Realized gains and losses, as well as any change in net unrealized gains or losses on open positions from the preceding period, are recognized as part of the Partnership’s trading profits and losses in the Condensed Statements of Income (Loss).

The Partnership’s trading results and information related to the volume of the Partnership’s derivative activity by market sector were as follows

	For the three months ended March 31, 2011

	Net Realized Gains (Losses)			Change in Net Unrealized Gains (Losses)			Net Trading Profits (Losses)			Number of Closed Contracts

Currencies	$	(188,604	)	$	(69,526	)	$	(258,130	)		1,772
Energy		278,799			101,501			380,300			1,022
Grains		(55,607	)		(143,019	)		(198,626	)		636
Interest rates		(77,595	)		(37,258	)		(114,853	)		3,924
Livestock		(11,330	)		(1,525	)		(12,855	)		74
Metals		220,399			59,486			279,885			446
Stock indices		114,165			67,307			181,472			1,364
Tropical products		338,792			(258,478	)		80,314			382
Total	$	619,019		$	(281,512	)	$	337,507			9,620

	For the three months ended March 31, 2010

	Net Realized Gains (Losses)			Change in Net Unrealized Gains (Losses)			Net Trading Profits (Losses)			Number of Closed Contracts

Currencies	$	1,372,168		$	(1,066,264	)	$	305,904			4,858
Energy		(2,756,113	)		468,716			(2,287,397	)		2,616
Grains		(503,655	)		25,487			(478,168	)		5,758
Interest rates		(608,524	)		(348,637	)		(957,161	)		8,486
Livestock		(11,280	)		(9,800	)		(21,080	)		458
Metals		(1,536,063	)		409,071			(1,126,992	)		1,870
Stock indices		(9,423	)		13,353			3,930			880
Tropical products		563,078			(84,295	)		478,783			1,584
Total	$	(3,489,812	)	$	(592,369	)	$	(4,082,181	)		26,510

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The number of contracts closed for futures contracts represents the number of contract half-turns during the three months ended March 31, 2011 and 2010.

	A.	Market Risk
		Derivative financial instruments involve varying degrees of off-balance sheet market risk whereby changes in the level of volatility of interest rates, foreign currency exchange rates or market values of the underlying financial instruments or commodities may result in cash settlements in excess of the amounts recognized in the Condensed Statements of Financial Condition. The Partnership’s exposure to market risk is directly influenced by a number of factors, including the volatility of the markets in which the financial instruments are traded and the liquidity of those markets.
	B.	Fair Value
		The derivative instruments used in the Partnership’s trading activities are reported at fair value with the resulting unrealized gains (losses) recorded in the Condensed Statements of Financial Condition and the related trading profits (losses) reflected in “Trading Profits (Losses)” in the Condensed Statements of Income (Loss). Open contracts generally mature within 90 days; as of March 31, 2011 and December 31, 2010, the latest maturity dates for open contracts are March 2012 and March 2012, respectively.
	C.	Credit Risk
		Futures are contracts for delayed delivery of financial interests in which the seller agrees to make delivery at a specified future date of a specified financial instrument at a specified price or yield. Risk arises from changes in the fair value of the underlying instruments. Credit risk due to counterparty nonperformance associated with these instruments is reflected in the “Net unrealized gains on open positions” included in the Condensed Statements of Financial Condition. The Partnership’s counterparties are major brokerage firms and banks located in the United States, or their foreign affiliates.
		The risks associated with exchange-traded contracts are typically perceived to be less than those associated with over-the-counter transactions, because exchanges typically (but not universally) provide clearing house arrangements in which the collective credit (in some cases limited in amount, in some cases not) of the members of the exchange is pledged to support the financial integrity of the exchange, whereas in over-the-counter transactions, traders must rely solely on the credit of their respective individual counterparties. Margins, which may be subject to loss in the event of a default, are generally required in exchange trading, and counterparties may require margin in the over-the-counter markets.
	D.	Risk Monitoring
		Due to the speculative nature of the Partnership’s derivatives trading, the Partnership is subject to the risk of substantial losses from derivatives trading. The General Partner actively assesses, manages, and monitors risk exposure on derivatives on a contract basis, a market sector basis, and on an overall basis in accordance with established risk parameters.

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BRIDGETON TACTICAL ADVISORS FUND, LP

NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)

For the Three Months Ended March 31, 2011 and 2010

(Unaudited)

_______________

6.	FINANCIAL HIGHLIGHTS
	The following information presents per unit operating performance data and other supplemental financial data for the three months ended March 31, 2011 and 2010. The information has been derived from information presented in the financial statements.

	Three Months Ended March 31, 2011
	Class A			Class B Series 1			Class B Series 2			Class B Series 3
Per Unit Operating Performance (for a Unit outstanding for the entire period)
Net Asset Value, beginning of the period	$	7,627.64		$	992.75		$	806.43		$	1,019.35
Profit (loss) from operations
Net investment (loss)		(143.53	)		(16.28	)		(19.30	)		(21.67	)
Net trading profit		148.20			19.37			15.76			19.75
Net profit (loss)		4.67			3.09			(3.54	)		(1.92	)
Net Asset Value, end of the period	$	7,632.31		$	995.84		$	802.89		$	1,017.43
Total Return(1) (4)
Total Return before incentive fees(2)		0.17	%		0.43	%		(0.31	)%		(0.09	)%
Incentive fees		(0.11	)%		(0.12	)%		(0.13	)%		(0.10	)%
Total Return after incentive fees		0.06	%		0.31	%		(0.44	)%		(0.19	)%
Supplemental Data
Ratios to average net asset value
Expenses prior to incentive fees(3) (5)		7.32	%		6.61	%		11.39	%		8.25	%
Incentive fees(4)		0.11	%		0.12	%		0.13	%		0.10	%

Total Expense		7.43	%		6.73	%		11.52	%		8.35	%
Net investment (loss) before incentive fees(3) (5)		(7.24	)%		(6.52	)%		(11.27	)%		(8.16	)%
Incentive fees(4)		(0.11	)%		(0.12	)%		(0.13	)%		(0.10	)%
Net investment (loss) after incentive fees		(7.35	)%		6.64	)%		(11.40	)%		(8.26	)%

	Three Months Ended March 31, 2010
	Class A			Class B Series 1			Class B Series 2			Class B Series 3
Per Unit Operating Performance (for a Unit outstanding for the entire period)

Net Asset Value, beginning of the period	$	8,017.87		$	1,033.11		$	864.90		$	1,082.32
(Loss) from operations
Net investment (loss)		(142.16	)		(15.39	)		(19.54	)		(23.09	)
Net trading (loss)		(501.75	)		(65.13	)		(54.00	)		(66.39	)
Net (loss)		(643.91	)		(80.52	)		(73.54	)		(89.48	)
Net Asset Value, end of the period	$	7,373.96		$	952.59		$	791.36		$	992.84
Total Return(1) (4)		(8.03	)%		(7.79	)%		(8.50	)%		(8.27	)%
Supplemental Data
Ratios to average net asset value(5)
Expenses(3)		7.48	%		6.30	%		9.55	%		9.00	%
Net investment (loss) (3)		(7.42	)%		(6.24	)%		(9.49	)%		(8.93	)%

Total returns are calculated based on the change in value of a unit during the periods presented. An individual partner’s total returns and ratios may vary from the above total returns and ratios based on the timing of subscriptions and redemptions

____________

(1)	Total return is derived as ending net asset value less beginning net asset value divided by beginning net asset value, and excludes the effect of sales commissions and initial administrative charges on subscriptions.

(2)	Total return before incentive fees is derived by dividing the sum of net income per unit plus the incentive fees per unit by opening net asset value per unit.

(3)	Annualized.

(4)	Not annualized.

(5)	Excludes the effect of incentive fees.

* * * * *

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

Bridgeton Tactical Advisors Fund, LP (the “Partnership”) engages in the speculative trading of commodity futures contracts, options on commodities or commodity futures contracts, and forward contracts (“Commodity and Futures Contracts”). The Partnership may also invest in entities (including without limitation other partnerships, separate managed accounts, exchange traded funds or other types of funds) that primarily trade in exchange traded securities, options on exchange traded securities, exchange traded funds or Commodity and Futures Contracts. From the Partnership’s start until February 1, 2011, Ruvane Fund Management Corporation, a Delaware corporation (“Ruvane” or the “General Partner” for periods prior to March 1, 2011), was the sole general partner of the Partnership. From that date until March 1, 2011, Bridgeton Fund Management, LLC (“Bridgeton” or the “General Partner” for periods on or after March 1, 2011) was a co-general partner of the Partnership with Ruvane. Effective March 1, 2011, Bridgeton is the sole general partner of the Partnership. The General Partner has selected Willowbridge Associates Inc. (“Willowbridge”) and Quantitative Investment Management LLC (“QIM”, and collectively with Willowbridge, the “Advisors”) as the Partnership’s trading advisors.

The success of the Partnership is dependent upon the ability of the Advisors to generate trading profits through the speculative trading of Commodity and Futures Contracts sufficient to produce capital appreciation after payment of all fees and expenses. Future results will depend in large part upon the Commodity and Futures Contracts markets in general, the performance of the Advisors, the amount of additions and redemptions and changes in interest rates. Due to the leveraged nature of the Partnership’s trading activity, small price movements in Commodity and Futures Contracts may result in substantial gains or losses to the Partnership. Because of the nature of these factors and their interaction, past performance is not indicative of future results. As a result, any recent increases in net realized or unrealized gains may have no bearing on any results that may be obtained in the future.

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The Partnership incurs substantial charges from the payment of brokerage commissions to the General Partner, payment of management and incentive fees to Willowbridge and incentive fees to QIM, payment of management fees to the General Partner and administrative expenses. The Partnership is required to make trading profits to avoid depleting and exhausting its assets from the payment of such fees and expenses.

Since the Partnership’s inception in April 1991 through March 1, 2010, the General Partner allocated the Partnership’s capital entirely to Willowbridge’s Primary Program. On March 1, 2010, the General Partner made an allocation of $20 million (approximately 35% of the net assets of the Partnership as of March 1, 2010) to QIM’s Global Program. The General Partner believes QIM’s Global Program has the potential to deliver important diversification benefits when combined with Willowbridge’s Primary Program. Willowbridge’s Primary Program utilizes trading strategies that focus on capturing directional price movements over medium to longer term time horizons. QIM’s Global Program utilizes multiple trading strategies over various time horizons, particularly shorter timeframes. The General Partner believes that the combination of several investment strategies and global market exposure reduces the Partnership’s dependence on the success of any single strategy while positioning the Partnership to participate in economic trends in different markets. Nonetheless, in many cases the markets traded by the individual trading strategies overlap and the positions held by the Partnership at any particular point in time may result in different concentrations in any group of markets, which may reduce the diversification of the Partnership’s investments.

The General Partner seeks to limit market and credit risks by monitoring daily income and margin levels. The General Partner also relies upon the risk management strategies inherent in the Advisors’ trading programs. In the future, the General Partner may utilize additional strategies or appoint additional advisors to trade on behalf of the Partnership.

Class A Interests pay to the General Partner a flat-rate monthly brokerage commission of approximately 0.33% of the net asset value of the Class A Interests as of the beginning of each month (a 4.0% annual rate).

Class B Interests pay to the General Partner commissions of up to 6.0% annually of the net asset value of the Class B partners’ capital. The General Partner will pay up to 3.0% from this amount to properly registered selling agents as their compensation, and to the extent the amount is less than 3.0% the brokerage fee with respect to such Class B limited partnership interests will be reduced accordingly. The General Partner pays from this amount all commission charges and fees with respect to the Partnership’s trading in Commodity and Futures Contracts. The flat-rate monthly commission is common among programs such as the Partnership.

Summary of Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) requires management to adopt accounting policies and make estimates and assumptions that affect amounts reported in the Partnership’s financial statements. The critical accounting estimates and related judgments underlying the Partnership’s financial statements are summarized below. In applying these policies, management makes judgments that frequently require estimates about matters that are inherently uncertain. The Partnership’s significant accounting policies are described in detail in Note 3 of the Notes to Condensed Financial Statements.

Investments in commodity futures, options and forward contracts are recorded on the trade date and open contracts are recorded in the financial statements at their fair value on the last business day of the reporting period. The difference between the original cost basis of the contract and fair value is recorded in income as a net unrealized gain or loss on open positions in the Condensed Statements of Financial Condition. Realized gains and losses on closed contracts are recorded on a first-in-first-out basis. Interest income is recognized on an accrual basis. All Commodity and Futures Contracts and financial instruments are recorded at fair value in the financial statements. Fair value is based on quoted market prices or estimates of fair value.

The Partnership records all investments at fair value in its financial statements, with changes in fair value reported as a component of “Trading Profits (Losses)” in the Condensed Statements of Income (Loss). Generally, fair values are based on quoted market prices; however, in certain circumstances, significant judgments and estimates are involved in determining fair value in the absence of an active market closing price.

Results of Operations

Comparison of the Three Months Ended March 31, 2011 and 2010

For the quarter ended March 31, 2011 the Partnership had total gains comprised of net trading grains representing $619,019 in realized gains on closed positions, and $(281,512) in change in net unrealized gains (losses) on open positions, and $5,497 interest income. For the same quarter in 2010 the Partnership had total losses comprised of net trading losses representing $(3,489,812) in realized losses on closed positions, and $(592,369) in change in net unrealized gains on open positions, and $8,890 in interest income.

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In January 2011, the Partnership had a loss. The Partnership had gains in its heating oil and gasoline futures as well as European debt instruments; the Partnership had losses in crude oil, silver and some foreign currencies. The Partnership recorded a net loss of $(755,613). In February 2011, trading was profitable as the Partnership generated gains in its silver, gasoline and heating oil, and coffee positions; the Partnership had some offsetting losses in the Japanese yen and wheat. The Partnership recorded a net gain of $519,558. In March 2011, trading was profitable. The Partnership had gains in its cattle, gasoline and gold positions; the Partnership had losses in base metals and in corn. The Partnership recorded a net gain of $86,685.

In January 2010, the Partnership had a loss. The Partnership had losses on its positions in the Japanese Yen, US fixed income markets, the energy sector and copper; the Partnership generated profits in the Euro currency, sugar and soybeans. The Partnership recorded a net loss of $(2,707,389). In February 2010, trading was unprofitable as the Partnership had losses in the energy sector, the Australian Dollar, gold and sugar; the Partnership had gains in EUR/JPY, the British Pound, and the Euro currency The Partnership recorded a net loss of $(1,694,610). In March 2010, trading was not profitable. The Partnership had losses in silver, EUR/JPY, the Swiss Franc, and US fixed income markets; the Partnership had gains in natural gas, sugar, wheat and corn. The Partnership recorded a net loss of $(925,727).

For the quarter ended March 31, 2011, the Partnership had expenses comprised of $260,501 in brokerage commissions (including clearing and exchange fees), $26,850 in incentive fees, $116,377 in management fees, $43,942 in professional fees, $28,938 in accounting and administrative expenses, and $15,766 in other expenses. For the same quarter in 2010, the Partnership had expenses comprised of $772,868 in brokerage commissions (including clearing and exchange fees), $0 in incentive fees, $296,340 in management fees, $68,198 in professional fees, $57,256 in accounting and administrative expenses, and $59,773 in other expenses. Brokerage commissions and management fees vary primarily as a result of change in assets under management, which are affected by net income, and capital subscriptions and redemptions. Accounting and administrative expenses consist primarily of professional fees and other expenses relating to the Partnership’s reporting requirements under the Securities Exchange Act of 1934, as amended.

As a result of the activity discussed above, the Partnership recorded a net loss of ($149,370) for the quarter compared to a net loss of $(5,327,726) for the same quarter in 2010.

At March 31, 2011, the net asset value of the Partnership was $21,581,251, compared to its net asset value of $29,854,400 at December 31, 2010.

During the quarter, the Partnership had no credit exposure to counterparties that are participants of foreign commodities exchanges or to counterparties dealing in over the counter contracts which is considered to be material.

Liquidity and Capital Resources

In general, each Advisor trades only those Commodity and Futures Contracts that have sufficient liquidity to enable it to enter and close out positions without causing major price movements. Notwithstanding the foregoing, most United States commodity exchanges limit the amount by which certain commodities may move during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits.” Pursuant to such regulations, no trades may be executed on any given day at prices beyond daily limits. The price of a futures contract occasionally has exceeded the daily limit for several consecutive days, with little or no trading, thereby effectively preventing a party from liquidating its position. While the occurrence of such an event may reduce or eliminate the liquidity of a particular market, it will not eliminate losses and may, in fact, substantially increase losses because of the inability to liquidate unfavorable positions. In addition, if there is little or no trading in a particular futures or forward contract that the Partnership is trading, whether such liquidity is caused by any the above reasons or otherwise, the Partnership may be unable to liquidate its position prior to its expiration date, thereby requiring the Partnership to make or take delivery of the underlying interests of the commodity interests.

The Partnership’s capital resources are dependent upon three factors: (a) the income or losses generated by the Advisors; (b) the capital invested or redeemed by the limited partners; and (c) the capital invested or redeemed by the General Partner. The Partnership sells limited partnership units to investors from time to time in private placements pursuant to Regulation D of the Securities Act of 1933, as amended. As of the last day of any month, a limited partner may redeem all of its limited partnership units on 10 days’ prior written notice to the General Partner.

The General Partner is required to contribute $1,000 to the Partnership. All capital contributions by the General Partner necessary to maintain such capital account balance are evidenced by units of general partnership interest, each of which has an initial value equal to the net asset value per unit at the time of such contribution. The General Partner may withdraw any excess above its required capital contribution without notice to the limited partners and may also contribute any greater amount to the Partnership.

Page 17of 21

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

Not required.

Item 4. Controls and Procedures

The President of the General Partner (who serves as the principal executive officer and financial officer of the Partnership) evaluated the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures, which are designed to ensure that the Partnership records, processes, summarizes and reports in a timely and effective manner the information required to be disclosed in the reports filed with or submitted to the Securities and Exchange Commission. Based upon this evaluation, the General Partner concluded that, as of March 31, 2011 the Partnership’s disclosure controls are effective and ensure that information required to be disclosed in the reports filed under the Securities Exchange Act of 1934 are accumulated and communicated to management of the General Partner (which consists of the principal of the General Partner) to allow timely decisions regarding required disclosure. During the first quarter of 2011, there were no changes in the Partnership’s internal controls over financial reporting or in other factors that have materially affected, or are reasonably likely to materially effect, the Partnership’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings.

The General Partner is not aware of any pending legal proceedings to which the Partnership or the General Partner is a party or to which any of their assets are subject.

Item 1A. Risk Factors

Not required.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There currently is no established public trading market for the Limited Partnership Units. As of March 31, 2011, 5,717.8487 Partnership Units were held by 353 Limited Partners and the General Partner. All of the Limited Partnership Units are “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act of 1933, as amended (the “Securities Act”), and may not be sold unless registered under the Securities Act or sold in accordance with an exemption therefrom, such as Rule 144. The Partnership has no plans to register any of the Limited Partnership Units for resale. In addition, the Partnership Agreement contains certain restrictions on the transfer of Limited Partnership Units. Pursuant to the Partnership Agreement, the General Partner has the sole discretion to determine whether distributions (other than on redemption of Limited Partnership Units), if any, will be made to partners. The Partnership has never paid any distributions and does not anticipate paying any distributions to partners in the foreseeable future. From January 1, 2011 through March 31, 2011, a total of 26.6410 Partnership Units were subscribed for the aggregate subscription amount of $50,009. The monthly subscriptions of these Partnership Units are as follows:

Date of Subscription	Amount of Subscriptions
January 2011	$	5,287
February 2011	$	20,646
March 2011	$	24,076

Investors in the Partnership who subscribed through a selling agent may have been charged a sales commission at a rate negotiated between such selling agent and the investor. Such sales commission in no event exceeded 3% of the subscription amount. All of the sales of Partnership Units were exempt from registration pursuant to Section 4(2) of the Securities Act and Regulation D promulgated thereunder.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Removed and Reserved

Item 5. Other Information

None.

Item 6. Exhibits

31.1 Rule 13a - 14(a)/15d-14(a) Certification

32.1 Section 1350 Certification

Pursuant to the requirements 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.

	BRIDGETON TACTICAL ADVISORS FUND, L P
Date: May 18, 2011	By: /s/ Stephen J. Roseme Stephen J. Roseme Chief Executive, Principal Executive Officer and Principal Financial Officer Bridgeton Fund Management, LLC the general partner of Bridgeton Tactical Advisors Fund, LP

Attached files

BRIDGETON TACTICAL ADVISORS FUND, LP Reports

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