-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kfy2spScJ2bt4oyC3TYYCJjLguZD2a67utW3xyWsPKPqKqmDC47MIlVzX/6Tu2W+ /Ba4vDvNaV+YlB/AwiCYNg== 0000865549-01-000001.txt : 20010409 0000865549-01-000001.hdr.sgml : 20010409 ACCESSION NUMBER: 0000865549-01-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001231 FILED AS OF DATE: 20010402 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS FUTURES FUND LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000865549 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 510380494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: SEC FILE NUMBER: 333-53111 FILM NUMBER: 1588525 BUSINESS ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREEMONT STATE: IN ZIP: 46737 MAIL ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREEMONT STATE: IN ZIP: 46737 10-K 1 0001.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED) For the fiscal year ended: December 31, 2000 -------------- Commission File number: 333-61217 -------------- Atlas Futures Fund, Limited Partnership --------------------------------------- (Exact name of registrant as specified in charter) Delaware 51-0380494 - -------------------------------- ------------------------------------ (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 5916 N. 300 West Fremont, IN 46737 ------------------------------ (Address of principal executive offices) (219) 833-1306 -------------- Registrant's telephone number 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: Units of Limited Partnership Interest ------------------------------------- (Title of Class) 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 [ ] No [ X ] Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Sect 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. [ ] State the aggregate market value of the voting stock held by non-affiliates of the registrant. The aggregate market value shall be computed by reference to the price at which the stock was sold, or the average bid and asked prices of such stock, as of a specified date within 60 days prior to the date of filing. None There is no market for the Units of Partnership interests and none is expected to develop. This is a commodity pool. The Units are registered to permit the initial sale of Units at month end net asset value. Documents Incorporated by Reference Audited Financial Statements for Registrant filed with the United States Securities and Exchange Commission within 90 days of each of the years ended December 31, 1998 and 1999 at Registration No. 333-61217. Registration Statement and all amendments thereto filed with the United States Securities and Exchange Commission at Registration No. 333-61217 are incorporated by reference to Parts I, II, III, and IV. PART I Item 1. Business On September 3, 1999, the registration statement filed by Atlas Futures Fund, L. P., (the "Fund") with the Securities and Exchange Commission (the "SEC") and 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 price of $1,000 per Unit commenced on that date to residents of the states selected by the General Partner. On October 15, 1999, 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 on November 18, 1999. Units are currently offered and sold at the net asset value per Unit ("NAV") determined after addition of profits and deduction of losses, expenses, and reserves, at the close on the last business day of each month. See the financial statements for the total value of the Fund and the NAV as of the date of the statements. The trades for the Fund are selected and placed with the futures commission merchant, i.e., broker, for the account of the Fund by one or more commodity trading advisors ("CTAs") selected by the General Partner of the Fund. Currently, and since the inception of trading, the Fund account has been traded by Clarke Capital Management, Inc. 216 S. Vine Street, Hinsdale, IL 60521 (630) 323-5913 as the sole CTA. The books and records of the CTA are kept and are available for inspection by the Partners at its office. Previous to November 1, 2000, the CTA was paid a management fee of three percent (3%) of the equity assigned to it to manage plus an incentive fee of fifteen percent (15%) of New Net Profit, as that term is defined in the partnership agreement which governs the operation of the Fund. After November 1, 2000, the management fee was reduced to zero and the incentive fee was increased to twenty-five percent (25%). 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 is incorporated herein by reference. None of the purchasers of Limited Partnership Units ("Limited Partners") has a voice in the management of the Partnership. Reports of the NAV are sent to the Partners within twenty days following the end of each month. The General Partner provides its management services for a management fee which, as of November 1, 2000, is two percent (2%) per year, payable at the rate of one- sixth of one percent (1/6th of 1%) per month. Previous to November 1, 2000, it was one percent (1%) annually. Futures Investment Company, ("FIC") an introducing broker, which is Affiliated with the General Partner, provides all clearing costs, including pit brokerage fees, which includes floor brokerage, NFA and exchange fees for three quarters of one percent (3/4%) of the total value of the Fund per month [nine percent (9%) per year] which is on deposit at the futures commission merchant, Refco, Inc. selected by the General Partner and FIC to hold the money and place the trades selected by the CTA for the Fund. The operation of the trading business of the Partnership is regulated by the Commodity Futures Exchange Commission pursuant to the Commodity Exchange Act, 7 U.S.C. S1, et seq. These legal safeguards are not intended to protect investors from the risks inherent in the trading of futures and options on futures and forward currency and foreign commodity contracts. The trading of commodities is highly speculative and risky. For a complete description of the risks and regulation of the business of the Partnership, see the Registrant's Registration Statement and its pre-effective amendments on file with the Securities and Exchange Commission at No. 333-61217, which are incorporated herein by reference. Item 2. Properties The Fund maintains up to 3% of its assets on deposit in a commercial bank and the balance at Refco, Inc., One World Financial Center, Tower A, Suite 2300, 200 Liberty Street, New York, NY 10281 or other registered futures commission merchants selected, from time to time, by the General Partner. Refco, Inc. is registered with the National Futures Association pursuant to the Commodity Exchange Act as a futures commission merchant. The trading of commodities is highly speculative and the Registrant is at unlimited risk of loss, including the pledge of all of its assets to Refco, Inc. to secure the losses on the trades made on its behalf by the commodity trading advisor or advisors selected, from time to time, by the General Partner. Item 3. Legal Proceedings There have been no legal proceedings against the Fund, its General Partner, the commodity trading advisor or any of their Affiliates, directors or officers. Refco, Inc., the futures commission merchant has had legal proceedings against it in the past five years as follows: On January 23, 1996, Refco settled a CFTC administrative proceeding (In the Matter of Refco, Inc., CFTC Docket No. 96-2) in which Refco was alleged to have violated certain segregation and supervision requirements and prior cease and desist orders. The CFTC allegations concerned Refco's consolidated margining of certain German accounts which were maintained at Refco from 1989 through April 1992. Refco simply executed and cleared transactions for these accounts in accordance with client instructions; Refco had no role in raising funds from investors or in the trading decision for these accounts. Refco had received what it considered appropriate authorization from the controlling shareholder of the accounts' promoters to margin the accounts and transfer funds between and among the accounts on a consolidated basis. The CFTC maintained that Refco should not have relied upon such authorizations for the final consolidation of the accounts. Without admitting any of the CFTC allegations or findings, Refco settled the proceeding and agreed to payment of a $925,000 civil penalty, entry of a cease and desist order, and implementation of certain internal controls and procedures. On May 24, 1999, Refco settled a CFTC administrative proceeding (In the Matter of Refco, Inc., CFTC Docket No. 99-12) in which Refco was alleged to have violated certain order taking, recordkeeping, and supervisory rules. The CFTC allegations pertained to the period from January 1995 through December 1995 in which Refco took trading instructions from an independent introducing broker/broker-dealer that had discretionary trading authority over approximately 70 accounts. Without any hearing on the merits and without admitting any of the allegations, Refco settled the proceeding and agreed to payment of a $6 million civil penalty, entry of a cease and desist order, funding of a study on order entry and transmission procedures, and a review of its compliance policies and procedures related to its handling of trades by floor and back office personnel. Refco management does not believe that either of the foregoing matters are material to the clearing and execution services it renders to the Fund. The Fund is not aware of any threatened or potential claims or legal proceedings to which the Fund is a party or to which any of its assets are subject. Item 4. Submission of Matters to a Vote of Security Holders Shira Del Pacult, individually and as the principal of the corporate 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 their have been no matters which would cause the Fund to conduct a vote of the Partners. The rights of the Limited Partners, including their voting rights, are defined in the Partnership Agreement. Briefly stated, their voting rights are limited to the selection of the General Partner, amendments to the Partnership Agreement, and other similar decisions. PART II Item 5. Market for Registrant's Limited Partnership Units The Partnership desires to be taxed as a partnership and not as a corporation. In furtherance of this objective, the Partnership Agreement, subject to certain exceptions upon the death of a Partner, requires all Partners to obtain the approval of the General Partner prior to the transfer of any Units of Partnership interest. Accordingly, there is no market for the Units and none is likely to develop. The Partners must rely upon the right of Redemption provided in the Partnership Agreement to liquidate their interest. The Partnership has less than 300 holders of its securities. 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 of interests will develop and that the right of redemption will be the sole expected method of withdrawal of equity from the Partnership. See the Partnership Agreement attached as Exhibit A to the Registration Statement, incorporated herein by reference, for a complete explanation of the limitations upon transfer and right of redemption provided to Partners. Item 6. Selected Financial Data Registrant is not required to pay dividends or otherwise make distributions and none are expected. The Partners must rely upon their right of redemption to obtain their return of equity after consideration of profits, if any, and losses from the Partnership. See the Registration Statement, incorporated herein by reference, for a complete explanation of the allocation of profits and losses to a partners capital account. Following is a summary of certain financial information for the Registrant for the period from January 1, 2000 to December 31, 2000. 2000 Realized Gain (Loss) From Trading In Futures $ 356,986 Change in Unrealized Gains (Losses) on Open Contracts 1,371,772 Interest Income 162,762 Management Fees (104,921) Incentive Fees (390,501) Net Income (Loss) 1,190,337 General Partner Capital 0 Limited Partner Capital 5,557,782 Total Partnership Capital 5,557,782 Net Income (Loss) Per Limited Partner Unit 361.85 Net Income (Loss) per General Partner Unit 97.04 Net Asset Value Per Unit At End of Year 1,253.33 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. The initial start-up costs attendant to the sale of partnership interests by use of a Prospectus which has been filed with the Securities and Exchange Commission are substantial. The results of the partial year 1999 and the year 2000 reflect the absorption of these costs by the Fund. The Partnership Agreement grants solely to the General Partner the right to select the trading advisor or advisors and to otherwise manage the operation of the Partnership. See the Registration Statement, incorporated by reference herein, for an explanation of the operation of the Partnership. Item 8. Financial Statements and Supplementary Data. The Partnership financial statements as of December 31, 2000, were prepared by James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL 60635 and were audited by Frank L. Sassetti & Co., Certified Public Accountants, 6611 West North Avenue, Oak Park, IL 60302, were sent to each Partner, and are incorporated herein by reference and are provided in this Form 10-K. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. No disagreements with (i) the accountants identified in Item 8 above, (ii) any other experts selected by the Partnership as disclosed in the "Experts" section of the Registration Statement, or (iii) the financial statements have occurred since the formation of the Partnership on January 12, 1998, as amended and fully stated on May 1, 1999, to the date of filing of this Form 10-K. Part III Item 10. Directors and Executive Officers of the Registrant The Fund is a Delaware Limited Partnership which acts through its corporate and individual general partner. Accordingly, the Registrant has no Directors or Executive Officers. The General Partners of the Registrant are Ashley Capital Management, Incorporated, a Delaware corporation, and Ms. Shira Del Pacult. The General Partners are both registered with the National Futures Association as commodity pool operators pursuant to the Commodity Exchange Act, and Ms. Shira Del Pacult, age 44, is the sole shareholder, director, registered principal and executive officer of the corporate General Partner. The background and qualifications of Ms. Pacult are disclosed in the Registration Statement, incorporated herein by reference. Ms. Pacult is also a registered representative with Futures Investment Company, the broker dealer which serves as underwriter of the "best efforts" offering of the Units. Ms. Pacult is also the principal of the general partner of three other commodity pools: Fremont Fund, Limited Partnership, a publicly offered pool which commenced business in November, 1996, ceased operations in June, 2000, and is currently winding up its affairs; Auburn Fund, Limited Partnership, a privately placed commodity pool, which commenced business in April, 1997; and Bromwell Financial Fund, Limited Partnership a publicly offered commodity pool which commenced business in July, 2000. Item 11. Executive Compensation. The Fund pays its corporate General Partner a management fee of two percent (2%) per year, payable monthly, to serve the Partnership in an executive capacity. All operating costs related to management of the Partnership, including compensation to Ms. Pacult, are paid from that management fee. Ms. Pacult also earns compensation from the sale of the Units through FIC, the Affiliated selling broker and from the fixed commissions paid by the Partnership to FIC as the Affiliated introducing broker. The amounts paid to the affiliated companies which results in compensation to Ms. Pacult are disclosed in the Registration Statement, which is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management. (a) The following Partners own more than five percent (5%) of the total equity of the partnership: Name Percent Ownership Sterling Trust FBO Ted W. Jones 5.70% Albert W. Overhauser 8.81% (b) As of December 31, 2000, the General Partner owned 0 Units of Limited Partnership interests. (c) The Limited Partnership Agreement governs the terms upon which control of the Partnership may change. No change in ownership of the Units will, alone, determine the location of control. A vote of the limited partners is required to change 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. There were no changes in control of the Partnership from inception of operations to the date of the filing of this Form 10-K. Item 13. Certain Relationships and Related Transactions. The General Partner has sole discretion over the selection of trading advisors. FIC, the Affiliated introducing broker is paid a fixed commission for trades and, therefore, the General Partners have a potential conflict in the selection of a trading advisor who makes few trades rather than produces profits for the Partnership. This conflict and others are fully disclosed in the Registration Statement, which is incorporated herein by reference. Part IV Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K. (a) 1. Financial Statements See Index to Financial Statements for the period ended December 31, 2000. The Financial Statements begin on page F-1. (b) 2. Financial Schedules Not applicable, not required, or included in the Financial Statements. (c) 3. Exhibits. Incorporated by reference from Form S-1, and all amendments at file No. 333- 61217 previously filed with the Washington, D. C. office of the Securities and Exchange Commission. (d) Reports on Form 8-K: none (e) Exhibits filed herewith: none (f) Financial Schedules filed herewith: not applicable, not required or included with the financial statements SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the period ended December 31, 2000, to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: Atlas Futures Fund, Limited Partnership By Ashley Capital Management, Inc. Its General Partner Date: March 30, 2001 By: /s/ Shira Del Pacult Ms. Shira Del Pacult Sole Director, Sole Shareholder President and Treasurer Date: March 30, 2001 By: /s/ Shira Del Pacult Ms. Shira Del Pacult, General Partner ******************************************************************************* ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998 (With Auditors' Report Thereon) GENERAL PARTNER: Ashley Capital Management, Inc. % Corporate Systems, Inc. 101 North Fairfield Drive Dover, Kent County, Delaware 19901 To The Partners Atlas Futures Fund, Limited Partnership Dover, Kent County, Delaware INDEPENDENT AUDITORS' REPORT We have audited the accompanying balance sheets of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of December 31, 2000 and 1999, and the related statements of operations, partners' equity and cash flows for the years ended December 31, 2000 and 1999 and the period from January 12, 1998 (inception) to December 31, 1998. 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 generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. 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 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 ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of December 31, 2000 and 1999, and the results of its operations and its cash flows for the years ended December 31, 2000 and 1999 and the period from January 12, 1998 (inception) to December 31, 1998, in conformity with generally accepted accounting principles. Accountants: Frank L. Sassetti & Co. Certified Public Accountants Date: March 25, 2001 By: /s/ Frank L. Sassetti & Co. Frank L. Sassetti & Co. Certified Public Accountants ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) BALANCE SHEETS DECEMBER 31, 2000 AND 1999 ASSETS 2000 1999 Cash (Note 7) $ 560 $ 62,749 United States Treasury Obligations (Note 6) 3,199,558 691,109 Accrued interest receivable 36,401 6,497 Due from limited partners 142,503 192,665 Equity in Commodity Futures Trading Accounts - Cash (Note 6) 1,187,154 790,465 Net unrealized gain on open commodity futures contracts (Note 8) 1,375,352 3,580 $ 5,941,528 $ 1,747,065 LIABILITIES AND PARTNERS' EQUITY LIABILITIES Accrued trading commissions payable $ 14,268 $ 2,895 Accrued management fees payable 7,672 7,502 Accrued incentive fees payable 318,405 6,573 Accrued accounting and auditing fees payable 4,193 1,477 Sales commissions payable 11,617 19,126 Partner redemption payable 27,591 Total Liabilities 383,746 37,573 PARTNERS' EQUITY Limited partners - (4434.4 and 1738.6 units) 5,557,782 1,659,249 General partner - (0 and 52.6 units) 50,243 Total Partners' Equity 5,557,782 1,709,492 $ 5,941,528 $ 1,747,065 The accompanying notes are an integral part Of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) STATEMENT OF OPERATIONS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998 January 12, 1998 to 2000 1999 December 31, 1998 REVENUES Realized gain/(loss) from trading in futures $ 356,986 $ 37,130 $ Realized gain/(loss) on exchange rate fluctuation 1,600 8 Changes in unrealized gains on open commodity futures contracts 1,371,772 3,580 Interest income 162,762 8,709 Redemption penalty 9,567 Total Revenues 1,902,687 49,427 EXPENSES Commissions 171,976 18,953 Management fees 104,921 8,816 Incentive fees 390,501 6,573 Professional accounting and legal fees 39,496 4,968 Organization costs 1,200 Other operating and administrative expenses 5,456 257 353 Total Expenses 712,350 40,767 353 NET INCOME (LOSS) $1,190,337 $ 8,660 $ (353) NET INCOME (LOSS)- Limited partnership unit $ 361.85 $ 6.29 $(177.00) General partnership unit $ 97.04 $ 9.04 $(176.50) The accompanying notes are an integral part Of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) STATEMENT OF PARTNERS' EQUITY FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998 LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY Amount Units Amount Units Amount Units Initial partner contributions $ $ 2,000 2.00 $ 2,000 2.00 Net loss - January 12, 1998 to December 31, 1998 (353) (353) Balance - December 31, 1998 1,647 2.00 1,647 2.00 Addition - of 1789.234 units 1,651,584 1738.59 47,601 50.64 1,699,185 1,789.23 Net income 7,665 995 8,660 Balance - December 31, 1999 1,659,249 1738.59 50,243 52.64 1,709,492 1,791.23 Addition - of 3092.404 units 3,138,897 3092.41 3,138,897 3,092.41 Syndication costs paid (16,864) (16,864) Withdrawal - of 449.237 units (409,154)(396.60) (54,926)(52.64) (464,080) (449.24) Net income 1,185,654 4,683 1,190,337 Balance - December 31, 2000 $5,557,782 4434.40 $ $5,557,782 4,434.40 December 31, December 31, December 31, 2000 1999 1998 Value per unit $1,253.33 $ 954.37 $ 823.50 Total partnership units 4,434.40 1,791.23 2.00 The accompanying notes are an integral part Of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) STATEMENT OF CASH FLOWS FOR THE YEARS ENDED DECEMBER 31, 2000 AND 1999 AND THE PERIOD JANUARY 12, 1998 (INCEPTION) TO DECEMBER 31, 1998 January 12, 1998 to 2000 1999 December 31, 1998 CASH FLOWS FROM OPERATING ACTIVITIES Net income (loss) $1,190,337 $ 8,660 $ (353) Adjustments to reconcile net income (loss) to net cash used in operating activities - Changes in operating assets and liabilities - Organization costs paid (288) Equity in Commodity Futures Trading Accounts (1,768,461) (794,045) Accrued interest receivable (29,904) (6,497) U.S. Treasury Obligations (2,508,449) (691,109) Accrued commissions payable 3,864 22,021 Management and incentive fees payable 312,002 14,075 Partner redemption payable 27,591 Accounting and auditing fees payable 2,716 1,477 Net Cash Used In Operating Activities (2,770,304) (1,445,418) (641) CASH FLOWS FROM FINANCING ACTIVITIES Initial partner contributions 2,000 Proceeds from sale of units, net of sales commissions 3,138,897 1,780,414 Syndication and registration costs (16,864) (80,941) Proceeds due from limited partners 50,162 (192,665) Partner cash redemptions (464,080) - Net Cash Provided By Financing Activities 2,708,115 1,506,808 2,000 NET INCREASE (DECREASE) IN CASH (62,189) 61,390 1,359 CASH Beginning of period 62,749 1,359 End of period $ 560 $ 62,749 $ 1,359 The accompanying notes are an integral part Of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Atlas Futures Fund, Limited Partnership (the Fund) was formed January 12, 1998 under the laws of the State of Delaware. The Fund is engaged in speculative trading of futures contracts in commodities, which commenced in October, 1999. Ashley Capital Management, Inc. is the General Partner and the commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership. The commodity trading advisor (CTA) is Clarke Capital Management, who has the authority to trade so much of the Fund's equity as is allocated to it by the General Partner. Income Taxes - In accordance with the generally accepted method of presenting partnership financial statements, the financial statements do not include assets and liabilities of the partners, including their obligation for income taxes on their distributive shares of the net income of the Fund or their rights to refunds on its net loss. 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 expense. Recurring registration costs, if any, will be charged to expense as incurred. 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. 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 amount 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. 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. Net cash provided by operating activities include no cash payments for interest or income taxes for the years ended December 31, 2000 and 1999 and the period January 12, 1998 (inception) to December 31, 1998. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 2. GENERAL PARTNER DUTIES The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, include 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 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. 3. THE LIMITED PARTNERSHIP AGREEMENT The Limited Partnership Agreement provides, among other things, that - 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 Partner. Allocation of Profit and Loss for Federal Income Tax Purposes - As of the end of each fiscal year, the Partnership's capital gain or loss and ordinary income or loss shall be allocated among the Partners, after having given effect to the fees of the General Partner and the Commodity Trading Advisors and each Partner's share of such items are includable in the Partner's personal income tax return. Redemption - No partner may redeem or liquidate any Units until after the lapse of six months from the date of the investment. Thereafter, a Limited Partner may withdraw, subject to certain restrictions, any part or all of his units from the Partnership at the Net Asset Value per Unit on the last day of any month with ten days prior written request to the General Partner. A redemption fee payable to the Partnership of a percentage of the value of the redemption request is charged during the first 24 months of investment pursuant to the following schedule: ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED 4% if such request is received ten days prior to the last trading day of the sixth month after the date of the partner's investment in the Fund 3% if such request is received during the seventh to twelfth month after the investment. 2% if such request is received during the thirteenth to eighteenth month. 1% if such request is received during the nineteenth to twenty-fourth month. 0% thereafter. 4. FEES The Fund is charged the following fees on a monthly basis since the commencement of trading. A management fee of 3% (annual rate) of the Fund's net assets allocated to each CTA to trade will be paid to each CTA and 1% of equity to the Fund's General Partner. Effective November 1, 2000, the management fee allocated to each CTA was decreased to 0% (annual rate) and the management fee allocated to the Fund's General Partner was increased to 2% (annual rate) of the Fund's net assets. An incentive fee of 20% of "new trading profits" will be paid to each CTA. "New trading profits" includes all income earned by each CTA and expense allocated to his activity. In the event that trading produces a loss, no incentive fees will be paid and all losses will be carried over to the following months until profits from trading exceed the loss. It is possible for one CTA to be paid an incentive fee during a quarter of a year when the Fund experienced a loss. Effective November 1, 2000, the incentive fee was increased to 25% of "new trading profits." The Fund will pay fixed commissions of 9% (annual rate) of assets assigned to be traded, payable monthly, to the Introducing Broker affiliated with the General Partner. The Affiliated Introducing Broker will pay the costs to clear the trades to the futures commission merchant and all PIT Brokerage costs which shall include the NFA and exchange fees. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Delaware Limited Partnership) NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2000, 1999 AND 1998 5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS Certain trades executed by the Fund are denominated in foreign currencies. Gains and losses on these transactions are recorded as futures trading gains or losses at the U. S. dollar equivalent on the date the trade is settled. Exchange rate fluctuation gain or loss is reflected when residual amounts of foreign currencies are reconverted to U. S. dollars. 6. PLEDGED ASSETS The U. S. Treasury Obligations and Cash in trading accounts are pledged as collateral for commodities trading on margin. 7. CONCENTRATIONS The Fund maintains its cash balances at a high credit quality financial institution. The balances may, at times, exceed federally insured credit limits. 8. OFF BALANCE SHEET RISK As discussed in Note 1, the Fund is engaged in speculative trading of futures contracts in commodities. The carrying amounts of the Fund's financial instruments and commodity contracts generally approximate their fair values. Open commodity contracts had gross contract value of $1,770,800 on short positions at December 31, 1999. Open commodity contracts had gross contract value of $81,103,765 on long positions and $7,068,373 on short positions at December 31, 2000. Since trading commenced in October, 1999 there were no open positions at December 31, 1998. Although the gross contract values of open commodity contracts represent market risk, they do not represent exposure to credit risk, which is limited to the current cost of replacing those contracts in a gain position. The unrealized gain on open commodity futures contracts at December 31, 2000, 1999 and 1998 was $1,375,352, $3,580 and $0, respectively. EX-27 2 0002.txt ARTICLE 5 FDS FOR YEAR ENDED 2000
5 12-MOS DEC-31-2000 DEC-31-2000 560 3,199,558 36,401 0 0 5,941,528 0 0 5,941,528 383,746 0 0 0 0 0 5,941,528 0 1,902,687 0 712,350 0 0 0 0 0 0 0 0 0 1,190,337 0 0
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