UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
8-K/A
CURRENT
REPORT
PURSUANT
TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of
Report (Date of earliest event reported): May 24,
2010
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UNITED
STATES GASOLINE FUND, LP
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(Exact
name of registrant as specified in its charter)
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Delaware
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001-33975
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20-8837263
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(State
or other jurisdiction
of
incorporation)
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(Commission
File Number)
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(I.R.S.
Employer
Identification
No.)
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1320
Harbor Bay Parkway, Suite 145
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Alameda,
California 94502
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(Address
of principal executive offices) (Zip Code)
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Registrant's
telephone
number,
including area code
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(510)
522-9600
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Not
Applicable
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(Former
name or former address, if changed since last report)
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Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction
A.2. below):
¨
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Written
communication pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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¨
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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¨
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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¨
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
8.01. Other Items.
The
United States Gasoline Fund, LP (the “Registrant”) is filing this Current Report
on Form 8-K/A to amend a Current Report on Form 8-K the Registrant filed with
the U.S. Securities and Exchange Commission on March 31, 2010 that included the
audited Consolidated Financial Statements of United States Commodity Funds LLC
(the “General Partner”). Attached as Exhibit 99.1 to this Current
Report on Form 8-K/A and incorporated herein by reference is a restatement of
the audited Consolidated Financial Statements of the General Partner for the
fiscal years ended December 31, 2009 and 2008. The audited
Consolidated Financial Statements of the General Partner have been restated to
accurately reflect the accounting for startup expenses (offering costs) for the
funds managed by the General Partner (the “Funds”) after the General Partner’s
management concluded that there was an error relating to the accounting for
startup expenses. The General Partner formerly treated the deferred
offering costs as a capitalized asset and, once a Fund’s registration statement
became effective, the General Partner charged the deferred offering costs to
equity. However, the General Partner’s management concluded that
these startup expenses should instead be charged to operations as incurred and
should be reflected in the applicable period. As a result of the
error in accounting for the Funds’ startup expenses, the General Partner’s
audited Consolidated Financial Statements have been restated to charge the
startup expenses to current operations; accordingly, the consolidated statements
of financial condition, consolidated statements of operations, consolidated
statements of changes in equity and consolidated statements of cash flows have
been restated to reflect this change. The cumulative effect from the
error on equity as of December 31, 2007 is $(187,056). The
significant effects of the restatement on the General Partner’s consolidated
statements of financial condition as of December 31, 2009 and 2008 and its
consolidated statements of operations and consolidated statements of cash flows
for the years then ended are included in Note 10 to the General Partner’s
audited Consolidated Financial Statements.
Item
9.01. Financial Statements and Exhibits.
(d)
Exhibits.
Exhibit
99.1
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Audited Consolidated Financial
Statements of the General Partner for the fiscal years ended December 31,
2009 and 2008.
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SIGNATURES
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 hereunto
duly authorized.
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UNITED
STATES GASOLINE FUND, LP
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By:
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United
States Commodity Funds LLC, its general partner
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Date: May
24, 2010
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By:
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/s/ Howard
Mah
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Name:
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Howard
Mah
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Title:
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Chief
Financial Officer
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