8-K/A 1 atlas8ka110206.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 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): October 25, 2006 ATLAS FUTURES FUND, LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in Charter) ________________________________________ DELAWARE 333-53111 51-0380494 (State or Other (Commission File No.) (IRS Employee Jurisdiction of Identification No.) Incorporation or Organization) 505 Brookfield Drive Dover, Delaware 19901 (Address of Principal Executive Offices) (800) 331-1532 (Issuer Telephone Number) None (Former name or former address, if changed since last report.) [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 1. Registrant's Business and Operations. None. Item 2. Financial Information. None Item 3. Securities and Trading Markets. None. Item 4. Matters Related to Accountants and Financial Statements Item 4.01 Changes in Registrant's Certifying Accountant (a) Previous Independent Auditor: Frank L. Sassetti & Co. (i) On October 6, 2006, the board of directors of Ashley Capital Management, Inc. and Michael P. Pacult, the general partners of Atlas Futures Fund, LP (the "Fund"), approved the change in independent auditor from Frank L. Sassetti & Co., certified public accountants, Oak Park, Illinois 60302 ("Sassetti") to Jordan, Patke & Associates, Ltd., certified public accountants, 300 Village Green Drive Ste 210, Lincolnshire, IL 60069-3090 ("Jordan Patke"), to improve the efficiency of operation and centralize all work performed for Funds of the managers in a single independent auditor. By notice provided on October 19, 2006, the Fund terminated the services of Sassetti subject to receipt of a letter from Sassetti to confirm that their were no adverse business issues attendant to the change in auditors. By letter dated October 31, 2006 that was received by the Fund on November 1, 2006, Sassetti confirmed that the termination was made in the normal course of business without any adverse business issues. See the letter from Sassetti attached as Exhibit 16. (ii) For the most recent two fiscal years and any subsequent interim period through the effective date of this Form 8-K/A, the accountants' report on the financial statements contained no adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. (iii) The Fund's management participated in and approved the decision to change independent accountants. (iv) For the most recent two fiscal years and any subsequent interim period through the effective date of this Form 8-K/A, there has been no disagreement between the Fund and Sassetti as defined in Item 304(a)(1)(iv) of Regulation S-K on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure or any other matter related to the audit of the Fund, which disagreement, if not resolved to the satisfaction of Sassetti would have caused it to make reference to the subject matter of the disagreement in connection with its reports. (v) During the most recent two fiscal years and the interim period up to the date of this Form 8-K/A, there have been no reportable events with the Fund as set forth in Item 304(a)(1)(v) of Regulation S-K. (vi) The Fund requested that Sassetti furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statements. A copy of the letter from Sassetti is filed as Exhibit 16 to this Form 8-K/A. (b) New Independent Auditor: Jordan, Patke & Associates, Ltd. (i) The engagement of Jordan Patke as the Fund's new independent auditor became effective upon the resignation of Sassetti, subject to completion of all regulatory requirements attendant to the change in auditor by a commodity pool whose units are publicly sold but are not, thereafter, actively traded. Investors rely upon the Fund redemption provisions to obtain a return of their investment. Prior to such effective date, the Fund did not consult with Jordan Patke regarding (i) the application of accounting principles, (ii) the type of audit opinion that might be rendered by Jordan Patke or (iii) any other matter described in Items 304(a)(2)(i) and 304(a)(2)(ii) of Regulation S-K. Item 4.02 Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review. None. Item 5. Corporate Governance and Management. None. Item 6. Asset-Backed Securities. None. Item 7. Regulation FD. None. Item 8. Other Events. None. Item 9. Financial Statements and Exhibits. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Form 8-K/A report to be signed on its behalf by the undersigned hereunto duly authorized. Registrant: Atlas Futures Fund, Limited Partnership By Ashley Capital Management, Incorporated Its General Partner By: /s/ Michael Pacult Mr. Michael Pacult Sole Director, Sole Shareholder, President, and Treasurer of the General Partner Date: November 2, 2006