-----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, LAlCKgOC8z2wTWdqjvsQeqeZBqcVsxu7Onz4YwLOYI5KZ5/5RfLjPwBS9ZGycAT7 yjjBonlz18QrYpeJpAP36A== 0000865549-07-000001.txt : 20070402 0000865549-07-000001.hdr.sgml : 20070402 20070402164823 ACCESSION NUMBER: 0000865549-07-000001 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20061231 FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 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: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 333-53111 FILM NUMBER: 07739799 BUSINESS ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREMONT STATE: IN ZIP: 46737 BUSINESS PHONE: 2198331306 MAIL ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREMONT STATE: IN ZIP: 46737 10-K 1 a10k1206.txt FORM 10-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the year ended 12-31-2006 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission file number 333-61217 ATLAS FUTURES FUND, LIMITED PARTNERSHIP (Exact name of registrant as specified in its charter) Delaware 51-0380494 State or other jurisdiction of (I.R.S. Employer incorporation or organization Identification No.) 505 Brookfield Drive, Dover, DE 19901 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (800) 331-1532 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: Limited Partnership Units (Title of class) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X] Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] 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 (S 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. [ ] Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes [ ] No [X] State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.: None. There is no market for the Units of partnership interests and none is expected to develop. The Registrant 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 for the years ended December 31, 1998, 1999, 2000, 2001, 2002, 2003, 2004, and 2005 at Registration No. 333-61217. Registration Statement on Form S-1 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"), which incorporated 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 initial 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. On May 1, 2001, the Registrant registered $8,000,000 in additional Units. 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. By a post effective amendment to its Registration Statement filed February 1, 2006 that became effective February 6, 2006, the General Partner provided disclosure of the change of introducing broker from Mt. Kemble Futures LLC to Futures Investment Company, which is affiliated with the General Partner. This change became effective February 1, 2006. and there were no resulting changes in costs to the Fund. By a post effective amendment to its Registration Statement filed October 30, 2006 that became effective November 13, 2006, the General Partner provided disclosure of (1) change of bookkeeping from Michael Liccar & Co, certified public accountants, 200 West Adams Street, Suite 2211, Chicago, IL 60606-5208 to Shoup Accounting Services, certified public accountants, 306 S. West Street, Angola, IN 46703, (2) change of auditor of the Registrant from Frank L. Sassetti & Co. 6611 W. North Avenue, Oak Park, Illinois 60302-1043, to the CPA firm of Jordan, Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, (3) change of location of the Registrant's books and records from the offices of Michael Liccar & Co to the offices of Investor Services, 500 Park Avenue #114, Lake Villa, IL 60046, and (4) a change in the management fee to NuWave, as of December 31, 2006, from 2% annually on the first $2,000,000 of equity assigned and 1% annually on equity over $2,000,000 to a percentage based on the rate of trading assigned by NuWave and approved by the General Partner of up to 3% annually on the first $2,000,000 of equity and up to 2% annually on all equity over $2,000,000. By filing a Form 8-K on October 26, 2006, as amended on November 2, 2006, the Fund disclosed the change of accountant identified in 2, above. There were no adverse events that motivated the change in bookkeepers or auditors. The trades for the Fund are selected and placed with the futures commission merchant ("FCM"), i.e., clearing broker, for the account of the Fund by one or more CTAs selected by the General Partner of the Fund. Since the inception of trading through February 1, 2005, the Fund account was traded by a single CTA, Clarke Capital Management, Inc. 116 W. 2nd Street, Hinsdale, Illinois 60521 (630) 323-5913. As of February 1, 2005, NuWave Investment Company, 1099 Mount Kemble Avenue, Morristown, New Jersey 07960, Telephone: (973) 425-9192, Fax: (973) 425-9190, E-mail: info@NuWavecorp.com was added as a CTA. The books and records of the trades placed by the CTA in the Fund's trading account are kept and are available for inspection by the Limited Partners at the office of Investor Services, 500 Park Avenue #114, Lake Villa, IL 60046. Clarke is not paid a management fee of the equity assigned to it to manage, but is paid an incentive fee of twenty-five percent (25%) of New Net Profit that it generates, as that term is defined in the Limited Partnership Agreement which governs the operation of the Fund, payable quarterly. The Fund Limited Partnership Agreement is included as Exhibit A to the prospectus delivered to the prospective investors and filed as part of the Registration Statement. The Limited Partnership Agreement defines the terms of operation of the Fund and is incorporated herein by reference. None of the purchasers of Limited Partnership Units ("Limited Partners") has a voice in the management of the Fund or ownership in the General Partner or the trading advisor. Reports of the NAV are sent to the Partners within twenty days following the end of each month. Ashley Capital Management, Inc., the corporate General Partner and Commodity Pool Operator, is paid monthly fixed brokerage commissions of eleven twelfths of one percent (11/12%) of the total value of the funds available for trading in the Fund's accounts at the FCM [eleven percent (11%) per year], from which it pays seven percent (7%) of the eleven percent (11%) to Futures Investment Company as introducing broker, which in turn pays all clearing costs, including pit brokerage fees, which includes floor brokerage, NFA and exchange fees for trades. The FCM is selected by the General Partner and holds the Fund's trading equity and places the trades as directed by the CTA pursuant to a power of attorney and advisory agreement granted by the Fund. The CTA agreements are terminable at the will of the parties. The sale of Units is regulated by Securities Act of 1933 and the Commodity Exchange Act. Once the Units are issued, the operation of the Fund is subject to regulation pursuant to the Securities and Exchange Act of 1934 and the Commodity Exchange Act. The U.S. Securities and Exchange Commission and the Securities Commissions and securities acts of the several States where its Units are offered and sold have jurisdiction over the operation of the Fund. The National Futures Association has jurisdiction over the operation of the General Partner and the Commodity Trading Advisors. This regulatory structure is not intended, nor does it, protect investors from the risks inherent in the trading of futures and options. The Registrant will continue to offer Units for sale to the public via its fully amended and restated prospectus dated November 13, 2006 (the "Prospectus"), as it may be amended in the future, until the balance of un- issued registered securities, $1,855,037, as of December 31, 2006, is sold or the offering terminates as permitted or required by the terms of the Limited Partnership Agreement. Item 1A. Risk Factors The trading of futures, options on futures and other commodities related investments is highly speculative and risky. You should make an investment in the Fund only after consulting with independent, qualified sources of investment and tax advice and only if your financial condition will permit you to bear the risk of a total loss of your investment. You should consider an investment in the Units only as a long-term investment. Moreover, to evaluate the risks of this investment properly, you must familiarize yourself with the relevant terms and concepts relating to commodities trading and the regulation of commodities trading, which are discussed in the Risk Factors section of the Prospectus, which is incorporated herein by reference. You should carefully consider all the information we have included or incorporated by reference in this Form 10-K and our subsequent periodic filings with the SEC. In particular, you should carefully consider the risk factors described above and read the risks and uncertainties as set forth in the "Management's Discussion and Analysis of Financial Condition and Results of Operations" Section of this Form 10-K. Any of the heretofore mentioned risks and uncertainties could materially adversely affect the Fund, its trading activities, operating results, financial condition and Net Asset Value and therefore could negatively impact the value of your investment. You should not invest in the Units unless you can afford to lose all of your investment. Item 1B. Unresolved Staff Comments None. Item 2. Properties The Fund maintains up to 3% of its assets on deposit in a commercial bank and the balance is on deposit and available as margin to secure trading through in futures and other commodities related products in a Fund account at Man Financial, Inc., the FCM. Man Financial, Inc. is registered with the National Futures Association pursuant to the Commodity Exchange Act as a FCM. The trading of futures, options on futures and other commodities is highly speculative and the Fund has an unlimited risk of loss, including the pledge of all of its assets to the FCM 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 CTA, the FCM, the IB or any of their Affiliates, directors or officers, except against Man as described below. At any given time, Man is involved in numerous legal actions and administrative proceedings, which in the aggregate, are not, as of the date of filing of this 10-K, expected to have a material effect upon its condition, financial or otherwise, or to the services it will render to the Fund. There have been no material, administrative, civil or criminal proceedings pending, on appeal or concluded against Man or its principals within the five years preceding the date of this 10-K, except that Man has recently been sued by the Receiver for Philadelphia Alternate Asset Fund ("PAAF") and associated entities for common law negligence, common law fraud, violations of the Commodity Exchange Act and RICO violations (the "Litigation"). The Receiver's claims for damages are not quantified in the Complaint, but are believed to be substantial. Man has informed the Fund that in acting as clearing broker for PAAF it was not responsible for its losses and, among other things, has brought in a number of third party defendants. Accordingly, it will deny the material allegations of the Complaint, and will otherwise vigorously defend the Litigation. Further, the outcome of the Litigation should not materially affect Man or its ability to perform as a FCM for the accounts of the Fund. The Commodity Futures Trading Commission ("CFTC") is also investigating the events involving PAAF's losses and Man's relationship to PAAF. To date, the CFTC has not brought any action against Man. On February 20, 2007, Man settled a CFTC administrative proceeding (In the Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in which Man was alleged to have failed to supervise one of its former associated persons (AP) who was charged with fraudulently soliciting customers to open accounts at Man. The CFTC alleged that the former AP misrepresented the profitability of a web-based trading system and of a purported trading system to be traded by a commodity trading advisor. Without admitting or denying the allegation, Man agreed to pay restitution to customers amounting to $196,900.44 and a civil monetary penalty of $120,000. Man also agreed to a cease and desist order and to strengthen its supervisory system for overseeing sales solicitations by employees in connection with accounts to be traded under letters of direction in favor of third party system providers. 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 Michael P. 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 there 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 Limited Partnership Agreement. Briefly stated, their voting rights are limited to the selection of the General Partner, amendments to the Limited Partnership Agreement, and other similar decisions. PART II Item 5. Market for Registrant's Limited Partnership Units, Related Stockholder Matters and Issuer Purchases of Equity Securities The Fund desires to be taxed as a partnership and not as a corporation. In furtherance of this objective, the Limited Partnership Agreement, subject to certain exceptions upon the death of a Limited Partner, requires all Limited Partners to obtain the approval of the General Partner prior to the transfer of any Units of partnership interest. Accordingly, there is no trading market for the Fund Units and none is likely to develop. The Limited Partners must rely upon the right of Redemption provided in the Limited Partnership Agreement to liquidate their interest. The Fund has fewer than 300 holders of its securities. Limited 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 Fund. The General Partner has sole discretion in determining what distributions, if any, the Fund will make to the Partners. The Fund has not made any distributions as of the date hereof. The Fund has no securities authorized for issuance under equity compensation plans. See the Limited 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 The Fund is not required to pay dividends or otherwise make distributions and none are expected. The Limited Partners must rely upon their right of redemption to obtain their return of equity after consideration of profits, if any, and losses from the Fund. See the Registration Statement, incorporated herein by reference, for a complete explanation of the allocation of profits and losses to a Limited Partner's capital account. Following is a summary of certain financial information for the Registrant for the period from January 1, 2002 to December 31, 2006. Year to Date 2006 2005 2004 2003 2002 Performance per unit (3) Net unit value, beginning of the year $3,357.08 $2,731.41 $1,750.45 $1,311.50 $1,181.89 Net realized and unrealized gains and losses on commodity transactions 505.12 1,206.19 1,573.93 735.70 298.13 Investment and other income 139.17 80.59 27.57 18.43 18.32 Expenses (1) (511.50) (661.11) (620.54) (315.18) (186.84) Net increase for the year 132.79 625.67 980.96 438.95 129.61 Net unit value at the end of the year $3,489.87 $3,357.08 $2,731.41 $1,750.45 $1,311.50 Net assets at the end of the year ($000) $17,015 $16,842 $11,791 $7,690 $6,200 Total return 3.94% 22.91% 56.04% 33.47% -10.97% Ratio to average net assets Investment and other income 4.22% 2.57% 1.23% 1.10% 1.48% Expenses (2) -4.36% -10.19% -17.91% -10.33% -7.62% (1) Includes brokerage commissions (2) Excludes brokerage commissions (3) Investment and other income and expenses are calculated using the average number of units outstanding during the year. Net realized and unrealized gains and losses on commodity transactions is a balancing amount necessary to reconcile the change in net unit value.
Quarters Ended March 31, June 30, September 30, December 31, 2006 2006 2006 2006 Total Investment Gain $ (1,450,034) $ 1,831,370 $ 984,840 $ 1,095,587 Net Income (Loss) $ (1,809,446) $ 1,435,360 $ 551,275 $ 431,210 Net Income (Loss) per partnership unit $ (356.49) $ 287.51 $ 111.40 $ 87.68 at the end of period 3,000.59 3,290.67 3,402.07 3,489.87 March 31, June 30, September 30, December 31, 2005 2005 2005 2005 Total Investment Gain $ 2,769,487 $ 461,844 $ 1,704,436 $ 738,873 $ 1,788,155 $ (15,972) $ 954,379 $ 182,699 Net Income (Loss) per partnership unit $ 404.43 $ (3.46) $ 191.63 $ 36.29 Net asset value per partnership unit at the end of period 3,128.85 3,128.46 3,320.29 3,357.08 Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operation. Critical Accounting Policies and Estimates The Fund records all investments at market value in its financial statements, with changes in market value reported as a component of realized and change in unrealized trading gain (loss) in the Statements of Operations. In certain circumstances, estimates are involved in determining market value in the absence of an active market closing price (e.g. swap and forward contracts which are traded in the inter-bank market). Capital Resources The Fund will raise additional capital only through the sale of Units offered pursuant to the continuing offering, and does not intend to raise any capital through resale of Units once issued or borrowing. Due to the nature of the Fund's business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets. Liquidity Most United States commodity exchanges limit fluctuations in commodity futures contracts prices during a single day by regulations referred to as "daily price fluctuation limits" or "daily limits". During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Commodity futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses which could exceed the margin initially committed to such trades. In addition, even if commodity futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices, if little trading in such contracts is taking place. Other than these limitations on liquidity, which are inherent in the Fund's commodity futures trading operations, the Fund's assets are expected to be highly liquid. The entire offering proceeds will be credited to the Fund's bank and brokerage accounts to engage in trading activities and as reserves for that trading. The Fund meets its margin requirements by depositing U.S. government securities or cash or both with the futures broker and the over-the-counter counterparties. In this way, substantially all (i.e., 97% or more) of the Fund's assets, whether used as margin for trading purposes or as reserves for such trading, can be invested in U.S. government securities and time deposits with U.S. banks. Investors should note that maintenance of the Fund's assets in U.S. government securities and banks does not reduce the risk of loss from trading futures, forward and swap contracts. The Fund receives all interest earned on its assets. No other person shall receive any interest or other economic benefits from the deposit of Fund assets. Approximately 10% to 40% of the Fund's assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder. When combined with the previously described assets committed to margin, a total of up to approximately 40% of the Fund's assets may be deposited with over-the-counter counterparties in order to initiate and maintain forward and swap contracts. Such assets are not held in segregation or otherwise regulated under the Commodity Exchange Act, unless such over-the-counter counterparty is registered as a futures commission merchant. These assets are held either in U.S. government securities or short-term time deposits with U.S.-regulated bank affiliates of the over-the- counter counterparties. The remaining 60% to 90% of the Fund's assets are normally invested in cash equivalents, such as U.S. Treasury bills, and held by the futures broker or the over-the-counter counterparties. The Fund's assets are not and will not be, directly or indirectly, commingled with the property of any other person in violation of law or invested with or loaned to the Fund, the General Partner or any affiliated entities. Results of Operations The initial start-up costs attendant to the sale of Units 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 years 2000, 2001, 2002, 2003, 2004, 2005 and 2006 reflect the absorption of these costs by the Fund. The Limited 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 Fund. The CTAs selected are totally responsible for the selection of trades. As evidenced by the increase in per unit value disclosed above, the CTAs have been successful. See the Registration Statement, incorporated by reference herein, for an explanation of the operation of the Fund. Off-Balance Sheet Risk The term "off-balance sheet risk" refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures, forward and swap contracts and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if the Fund's trading advisor was unable to offset futures interests positions of the Fund, the Fund could lose all of its assets and the Limited Partners would realize a 100% loss. The Fund, the General Partner and the CTAs minimize market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to- equity ratio that rarely exceeds 40%. In addition to market risk, in entering into futures, forward and swap contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions. In the case of forward and swap contracts, which are traded on the interbank market rather than on exchanges, the counterparty is generally a single bank or other financial institution, rather than a group of financial institutions; thus there may be a greater counterparty credit risk. The CTAs trade for the Fund only with those counterparties which they believe to be creditworthy. All positions of the Fund are valued each day on a mark-to- market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund. Item 7A. Quantitative and Qualitative Disclosures About Market Risk The securities of the Fund are not traded and no market for the Fund securities is expected to develop. The Fund is engaged in the speculative trading of futures and options on futures. The risks are fully explained in the Fund prospectus delivered to each prospective partner prior to their investment. Item 8. Financial Statements and Supplementary Data. The Fund financial statements as of December 31, 2006 were audited by Jordan, Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, and are provided in this Form 10-K beginning on page F-1. The supplementary financial information specified by Item 302 of Regulation S-K is included in Item 6. Selected Financial Data. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None. Item 9A. Controls and Procedures. The General Partner of the Fund, under the actions of its sole principal, Michael Pacult, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in the Securities Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the end of the period covered by this annual report. Based on their evaluation, Mr. Pacult has concluded that these disclosure controls and procedures are effective. There were no changes in the General Partner's internal control over financial reporting applicable to the Fund identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have materially affected, or is reasonably likely to materially affect, internal control over financial reporting applicable to the Fund. The Fund securities are not publicly traded so that there can be no insider trading or leaks of confidential information to the public. All Fund money is on deposit either with a bank or a futures commission merchant. There is an audit trail produced by both. A certified public accountant prepares the monthly financial statements. The Fund units are sold during the month at a net asset value to be determined as of the close of business on the last day of trading each month. No information related to the value of the units during the month is available to the Fund sales force or the prospects. All quarterly financial statements are reviewed by an independent certified public accountant who audits the Fund financial statements at the end of each calendar year. The Fund maintains its subscription agreements and other records for six years. Item 9B. Other Information. None 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 Mr. Michael P. Pacult. The General Partners are both registered with the National Futures Association as commodity pool operators pursuant to the Commodity Exchange Act, and Mr. Pacult, age 62, is the sole shareholder, director, registered principal and executive officer of the corporate General Partner. The background and qualifications of Mr. Pacult are disclosed in the Registration Statement, incorporated herein by reference. There has never been a material administrative, civil or criminal action brought against the Fund, the General Partner or any of its directors, executive officers, promoters or control persons. No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To the best of the Fund's knowledge, no such forms have been or are required to be filed. Audit Committee Financial Expert Mr. Pacult, in his capacity as the sole principal for the General Partner of the Fund, has determined that he qualifies as an "audit committee financial expert" in accordance with the applicable rules and regulations of the Securities and Exchange Commission. He is not independent of management. Code of Ethics The Fund General Partner is registered with the National Futures Association as a Commodity Pool Operator and its President, Michael P. Pacult is registered as its principal. Both the Fund and the General Partner are subject to Federal Commodity Exchange Act and audit for compliance and the rules of good practice of the Commodity Futures Trading Commission and the industry self regulatory organization, the National Futures Association. Having said that, neither the Commodity Futures Trading Commission nor the National Futures Association are responsible for the quality of the Fund disclosures or its operation, those functions are exclusively the responsibility of the Fund and its General Partner. Item 11. Executive Compensation. Although there are no executives in the Fund, the corporate General Partner is paid compensation that the Fund has elected to disclose on this Form 10-K. The Fund pays its corporate General Partner fixed brokerage commissions of eleven percent (11%) per year, payable monthly, from which it pays its affiliated introducing broker, Futures Investment Company, seven percent (7%) of the eleven percent (11%) to cover the cost of the trades entered by the CTA. The corporate General Partner retains the difference between the seven percent (7%) it pays to the introducing broker and the eleven percent (11%) it is paid. All compensation is disclosed in the Registration Statement, which is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. (a) The following Partners owned more than five percent (5%) of the total equity of the Fund as of December 31, 2006: Name Percent Ownership None N/A (b) As of December 31, 2006, the General Partner owned no Units of Limited Partnership Interests. (c) The Limited Partnership Agreement governs the terms upon which control of the Fund may change. No change in ownership of the Units will, alone, determine the location of control. The Limited Partners must have 120 days advance notice and the opportunity to redeem prior to any change in the control from the General Partner to another general partner. Control of the management of the Fund may never vest in one or more Limited Partners. Item 13. Certain Relationships and Related Transactions. See Item 11, Executive Compensation and Item 12, Security Ownership of Certain Beneficial Owners and Management. The General Partner has sole discretion over the selection of trading advisors. Ashley Capital Management, Inc., the corporate General Partner, is paid a fixed commission for trades and, therefore, both General Partners have a potential conflict in the selection of a trading advisor who makes few trades rather than produces profits for the Fund. This conflict and others are fully disclosed in the Registration Statement, which is incorporated herein by reference. Item 14. Principal Accountant Fees and Services. Only fees to the Principal Accountant, or Auditor, and not fees for other accounting, are required to be disclosed in this section. (1) Audit Fees The fees and costs paid to Frank L. Sassetti & Co. for the audit of the Fund's annual financial statements, for review of financial statements included in the Fund's Forms 10-Q and other services normally provided in connection with regulatory filing or engagements (i.e., consents related to SEC registration statements) for the years ended December 31, 2006 and 2005 were $35,805 and $22,265, respectively. Similar fees paid to Jordan, Patke and Associates, Ltd. for the same time periods were $13,447, and $0, respectively. (2) Audit Related Fees None (3) Tax Fees The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance services for the years ended December 31, 2006 and 2005 were $0 and $0, respectively. Similar fees paid to Jordan, Patke and Associates, Ltd. for the same time periods were $0, and $0, respectively. (4) All Other Fees None (5) The Board of Directors of Ashley Capital Management, Inc., General Partner of the Fund, approved all of the services described above. The Board of Directors has determined that the payments made to its independent certified public accountants for these services are compatible with maintaining such auditors' independence. The Board of Directors explicitly pre-approves all audit and non-audit services and all engagement fees and terms. (6) Close to 100% of the hours expended on the principal accountant's engagement to audit the registrant's financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant's full-time permanent employees. However, all work performed was supervised by a full-time permanent employee. Part IV Item 15. Exhibits, Financial Statement Schedules (a) The following documents are filed as part of this report: 1. All Financial Statements See Index to Financial Statements for the years ended December 31, 2006 and 2005. The Financial Statements begin on page F-1 of this report. 2. Financial Statement Schedules required to be filed by Item 8 of this form, and by paragraph (b) below. Not applicable, not required, or included in the Financial Statements. 3. List of those Exhibits required by Item 601 of Regulation S-K (S 229.601 of this chapter) and by paragraph (b) below. Incorporated by reference from the Fund's Registration Statement on Form S-1, and all amendments at file No. 333-61217 previously filed with the Securities and Exchange Commission. (b) Exhibits required by Item 601 of Regulation S-K (S 229.601 of this chapter). See response to 15(a)(3), above. (c) Financial statements required by Regulation S-X (17 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including (1) separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons; (2) separate financial statements of affiliates whose securities are pledged as collateral; and (3) schedules. None. 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, 2006, 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, 2007 By: /s/ Michael Pacult Mr. Michael P. Pacult Sole Director, Sole Shareholder President and Treasurer *************************************************************************** Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Years Ended December 31, 2006 and 2005 Index to the Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Statements of Assets and Liabilities F-3 Schedule of Investments - Cash and Securities - December 31, 2006 F-4 Schedules of Investments - Futures Contracts - December 31, 2006 F-5 - F-6 Schedule of Investments - Cash and Securities - December 31, 2005 F-7 Schedules of Investments - Futures Contracts - December 31, 2005 F-8 Statements of Operations F-9 Statements of Changes in Net Assets F-10 Statements of Cash Flows F-11 Notes to Financial Statements F-12 - F17 Affirmation of Commodity Pool Operator F-18 Jordan, Patke & Associates, Ltd. Certified Public Accountants Report of Independent Registered Public Accounting Firm To the Partners of Atlas Futures Fund, Limited Partnership Dover, Delaware We have audited the accompanying statements of assets and liabilities of Atlas Futures Fund, Limited Partnership, including the schedules of investments, as of December 31, 2006, and the related statements of operations, changes in net assets and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Atlas Futures Fund, Limited Partnership as of December 31, 2005, were audited by other auditors whose report dated February 24, 2006, expressed an unqualified opinion on those statements. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. Atlas Futures Fund, Limited Partnership is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of Atlas Futures Fund, Limited Partnership internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Atlas Futures Fund, Limited Partnership as of December 31, 2006, and the results of its operations, its changes in net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. /s/ Jordan, Patke & Associates, Ltd. Jordan, Patke & Associates, Ltd. Lincolnshire, Illinois March 27, 2007 F-2 300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 Phone: (847) 913-5400 * Fax: (847) 913-5435 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Assets and Liabilities December 31, 2006 2005 Assets Investments Equity in commodity futures trading accounts: Cash and cash equivalents $15,435,188 $16,856,751 Net unrealized gain on open futures contracts 1,933,681 250,902 Total brokerage cash equivalents and investments 17,368,869 17,107,653 Cash 56,030 88,004 Total assets 17,424,899 17,195,657 Liabilities Partner redemptions payable 166,223 117,164 Accrued commissions payable to related parties 8,013 15,555 Management fees payable 15,541 13,110 Incentive fees payable 219,487 170,919 Other accrued liabilities 849 37,128 Total Liabilities 410,113 353,876 Net assets $17,014,786 $16,841,781 Analysis of Net Assets Limited partners $17,014,786 $16,841,781 General partner - - Net assets (equivalent to $3,489.87 and $3,357.08 per unit) $17,014,786 $16,841,781 Partnership units outstanding Limited partners units outstanding 4,875.48 5,016.79 General partner units outstanding - - Total partnership units outstanding 4,875.48 5,016.79
F-3 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Schedule of Investments - Cash and Securities December 31, 2006 Fair Value ________________________________ Description Maturity Date Cost Face Value Local Currency U.S. Dollars Percent Cash and cash equivalents in trading accounts: Cash denominated in U. S. Dollars: United States Markets 696,781 $696,781 4.51% Total cash denominated in U. S. Dollars 696,781 4.51% Cash equivalents denominated in U.S. Dollars: United States Treasury Bill March 2007 $10,373,181 $10,500,000 10,395,342 10,395,342 67.35% United States Treasury Bill March 2007 987,967 1,000,000 990,051 990,051 6.41% United States Treasury Bill January 2007 790,010 800,000 797,417 797,417 5.17% United States Treasury Bill February 2007 1,777,843 1,800,000 1,790,777 1,790,777 11.60% United States Treasury Bill February 2007 987,738 1,000,000 993,841 993,841 6.44% Total cash equivalents denominated in U.S. Dollars $14,916,738 $15,100,000 14,967,428 96.97% Total cash and cash equivalents denominated in U.S. Dollars 15,664,209 101.48% Cash denominated in foreign currency: Euro Markets - Euro 165,260 218,102 1.41% British Pound Markets - GBP (178,240) (349,136) -2.26% Australian Dollar Markets - AUD (197,553) (155,958) -1.01% Hong Kong Dollar Markets - HKD 124,370 15,989 0.10% Japanese Yen Markets - JPY 4,997,745 41,982 0.27% Total cash denominated in foreign currency (229,021) -1.48% Total investments $15,435,188 100.00%
F-4 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Schedule of Investments - Futures Contracts December 31, 2006 Fair Value _____________________________ Description Expiration Date Contracts Local Currency USD Net unrealized gain (loss) on open futures contracts United States commodity futures positions held long: CBOT Soybeans March 2007 55 29,562 $29,562 CBT Bean Meal March 2007 110 24,570 24,570 CSC Coffee C March 2007 55 46,744 46,744 CBOT Corn March 2007 5 4,038 4,038 CBOT Wheat March 2007 13 (2,025) (2,025) CBT T Note 10Y March 2007 10 (7,813) (7,813) CBOT Gold February 2007 1 (1,320) (1,320) CSC Coffee C March 2007 8 (4,688) (4,688) 05 LME Alum US March 2007 1 125 125 08 LME Alum US March 2007 1 (556) (556) IMM AU Dollar March 2007 7 2,425 2,425 IMM B-Pounds March 2007 12 3,075 3,075 IM Canadian $ March 2007 2 (2,410) (2,410) IMM Euro FX March 2007 11 (750) (750) IMM Euro DLR September 2007 53 (15,900) (15,900) EMINI S&P 500 March 2007 2 150 150 Total United States Commodity Futures Positions 75,227 Japanese commodity futures positions held long: SMX Nikkei March 2007 17 6,865,000 57,667 Total Japanese commodity futures positions held long 57,667 Euro commodity futures positions held long: Eurex E-Bund March 2007 11 (13,540) (17,869) Total European commodity futures positions held long (17,869) British commodity futures positions held long: NEW FTSE 100 March 2007 2 810 1,587 Total British commodity futures positions held long 1,587 Total commodity futures positions held long 116,612 United States commodity futures positions held short: CMX HG Copper March 2007 110 483,088 483,088 NY Natural Gas March 2007 55 647,350 647,350 IMM J YEN March 2007 55 29,563 29,563 CBOT Soybeans March 2007 11 (11,825) (11,825) CBOT Silver March 2007 1 (380) (380) NY LT Crude February 2007 10 24,370 24,370 NY Heating Oil February 2007 8 6,023 6,023 NY Natural Gas February 2007 4 15,930 15,930 NYM RBOB Gas February 2007 5 (9,891) (9,891) 21 LME CO February 2007 1 13,739 13,739 05 LME Copper US March 2007 1 16,357 16,357 14 LME Copper US March 2007 1 12,825 12,825 NYC Cotton March 2007 14 (5,355) (5,355) IMM J YEN March 2007 23 47,831 47,831 Total United States commodity futures positions held short 1,269,625 Australian commodity futures positions held short: SYD T Bill 90D June 2007 165 2,627 2,074 SFE 3Y T-Bond March 2007 55 8,929 7,049 SFE 10Y T-Bond March 2007 11 5,820 4,594 Total Australian commodity futures positions held short 13,717
F-5 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Schedule of Investments - Futures Contracts, Continued December 31, 2006 Fair Value _____________________________ Description Expiration Date Contracts Local Currency USD Net unrealized gain (loss) on open futures contracts, con't. British commodity futures positions held short: LIF Long GILT March 2007 220 192,500 $377,069 LIF 3M STG IR June 2007 55 3,438 6,733 LIF Long GILT March 2007 11 18,120 35,493 LIF 3M STG IR September 2007 20 (1,250) (2,449) Total British commodity futures positions held short 416,846 Euro commodity futures positions held short: LIF 3m EURIBOR March 2007 110 3,438 4,537 Eurex EUROBOBL March 2007 55 33,000 43,552 EURX E-Bund March 2007 55 35,200 46,455 EURO E-Schatz March 2007 55 15,125 19,961 LIF 3M EURIBOR September 2007 16 1,800 2,376 Total Euro commodity futures positions held short 116,881 Total commodity futures positions held short 1,817,069 Net commodity futures positions $1,933,681
F-6 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Schedule of Investments - Cash and Securities December 31, 2005 Fair Value ________________________________ Description Maturity Date Face Value Local Currency U.S. Dollars Percent Cash and cash equivalents in trading accounts: Cash denominated in U. S. Dollars: United States Markets 1,516,844 $1,516,844 9.00% Total cash denominated in U. S. Dollars 1,516,844 9.00% Cash equivalents denominated in U.S. Dollars: United States Treasury Bill March 2006 $10,900,000 10,812,162 10,812,162 64.14% United States Treasury Bill March 2006 1,800,000 1,787,650 1,787,650 10.60% United States Treasury Bill February 2006 1,100,000 1,095,335 1,095,335 6.50% United States Treasury Bill February 2006 600,000 597,064 597,064 3.54% United States Treasury Bill January 2006 580,000 577,934 577,934 3.43% Total cash equivalents denominated in U.S. Dollars $14,980,000 14,870,145 88.21% Total cash and cash equivalents denominated in U.S. Dollars 16,386,989 97.21% Cash denominated in foreign currency: Euro Markets - Euro 500,710 592,040 3.51% British Pound Markets - GBP (52,969) (91,011) -0.54% Australian Dollar Markets - AUD (116,451) (85,440) -0.51% Hong Kong Dollar Markets - HKD 13,364 1,724 0.01% Japanese Yen Markets - JPY 6,170,471 52,449 0.31% Total cash denominated in foreign currency 469,762 2.78% Total investments $16,856,751 100%
F-7 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Schedule of Investments - Futures Contracts December 31, 2005 Fair Value _____________________________ Description Expiration Date Contracts Local Currency USD Net unrealized gain (loss) on open futures contracts United States commodity futures positions held long: CBOT Soybeans March 2006 68 (32,162) $(32,162) CBT Bean Meal March 2006 62 (29,140) (29,140) CBT T-Bonds March 2006 62 (9,688) (9,688) CME Cattle February 2006 76 18,540 18,540 CMX HG Copper March 2006 62 19,200 19,200 LME Aluminum US January 2006 8 51,081 51,081 LME Aluminum US February 2006 2 1,087 1,087 LME Copper March 2006 1 13,022 13,022 CSC Sugar II January 2006 58 187,656 187,656 KC Wheat March 2006 62 4,288 4,288 IMM Mexican Peso March 2006 62 11,963 11,963 IMM British Pounds March 2006 2 (6,400) (6,400) IMM Canadian Dollar March 2006 5 (2,200) (2,200) CBOT Corn March 2006 19 8,800 8,800 CBOT Wheat March 2006 2 238 238 CMX Gold March 2006 1 2,260 2,260 CMX Silver February 2006 1 200 200 Emini S&P 500 March 2006 8 (4,000) (4,000) NY Light Crude March 2006 4 1,810 1,810 NY Heating Oil February 2006 1 3,352 3,352 NY Unleaded Gas February 2006 1 7,178 7,178 NY Natural Gas February 2006 1 (1,050) (1,050) Total United States Commodity Futures Positions 246,035 246,035 Japanese commodity futures positions held long: SGX MINI JGB March 2006 5 249,059 2,117 SMX Nikkei March 2006 4 976,235 8,298 Total Japanese commodity futures positions held long 1,225,294 10,415 Euro commodity futures positions held long: DAB DAX Index March 2006 3 8027 9488 Eurx E-Bond March 2006 1 60 71 Total European commodity futures positions held long 8,087 9,559 British commodity futures positions held long: NEW FTSE 100 March 2006 5 4,450 7,646 LIF Long Gilt March 2006 5 3,550 6,100 CAP 3M STG September 2006 9 12 21 Total British commodity futures positions held long 8,012 13,767 Hong Kong commodity futures positions held long: HG January 2006 5 73,729 (9,511) Total European commodity futures positions held long 73,729 (9,511) Australian commodity futures positions held long: SFE SPI 200 March 2006 1 3,352 2,459 SFE 10Y T-Bond March 2006 6 12,572 9,224 SFE 3Y T-bond March 2006 62 10,333 7,581 Total Australian commodity futures positions held long 26,257 19,264 Total commodity futures positions held long 289,529 United States commodity futures positions held short: CBT T-Note 2Y March 2006 58 (12,813) (12,813) IMM Euro FX March 2006 65 (28,656) (28,656) IMM Euro Dollar March 2006 65 23,825 23,825 CSC Coffee C March 2006 3 (7,819) (7,819) IMM Japanese Yen March 2006 5 (10,406) (10,406) Total United States commodity futures positions held short (35,869) (35,869) Euro commodity futures positions held short: LIF 3M Euribar September 2006 9 338 399 3M Monep CAC40 EU January 2006 2 (920) (1,088) Euro E-Schatz March 2006 62 (1,750) (2,069) Total Euro commodity futures positions held short (2,332) (2,758) Total commodity futures positions held short (38,627) Net commodity futures positions $250,902
F-8 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Operations Year ended December 31, 2006 2005 Investment income Interest income $692,736 $383,902 Total investment income 692,736 383,902 Expenses Commission expense 1,829,489 1,628,082 Management fees 53,217 42,142 Incentive fees 543,763 1,328,137 Professional accounting and legal fees 111,210 140,296 Other operating and administrative expenses 8,421 10,624 Total expenses 2,546,100 3,149,281 Net investment loss (1,853,364) (2,765,379) Realized and unrealized gain (loss) from investments and foreign currency Net realized gain (loss) from: Investments 1,201,655 5,355,716 Foreign currency transactions (420,557) (29,971) Net realized gains from investments and foreign currency transactions 781,098 5,325,745 Net increase in unrealized appreciation on: Investments 1,137,767 348,895 Translation of assets and liabilities in foreign currencies 542,898 - Net increase in unrealized appreciation on investments and translation of assets and liabilities in foreign currencies 1,680,665 348,895 Net realized and unrealized income from investments and foreign currency 2,461,763 5,674,640 Net increase in net assets resulting from operations $608,399 $2,909,261
F-9 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Changes in Net Assets Year ended December 31, 2006 2005 Increase (decrease) in net assets from operations Net investment (loss) $(1,853,364) $(2,765,379) Net realized gains from investments and foreign currency transactions 781,098 5,325,745 Net increase in unrealized appreciation on investments and translation of assets and liabilities in foreign currencies 1,680,665 348,895 Net increase in net assets resulting from operations 608,399 2,909,261 Capital contributions from limited partners 869,489 2,739,224 Distribution to limited partners (1,304,883) (597,653) Total increase in net assets 173,005 5,050,832 Net assets at the beginning of the year 16,841,781 11,790,949 Net assets at the end of the year $17,014,786 $16,841,781
F-10 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Cash Flows Year ended December 31, 2006 2005 Cash Flows from Operating Activities Net increase in net assets resulting from operations $608,399 $2,909,261 Adjustments to reconcile net increase in net assets from operations to net cash provided by (used in) operating activities: Changes in operating assets and liabilities: Unrealized (depreciation) on investments (1,682,779) (348,897) Increase (decrease) in accrued commissions payable (7,542) 141 Increase (decrease) in accrued management and incentive fees 50,999 (191,814) Increase (decrease) in other payables and accruals (36,279) 25,228 Net cash provided by (used in) operating activities (1,067,202) 2,393,919 Cash Flows from Financing Activities Proceeds from sale of units, net of sales commissions 869,489 2,739,224 Partner redemptions (1,255,824) (509,235) Net cash provided by (used in) financing activities (386,335) 2,229,989 Net increase (decrease) in cash and cash equivalents (1,453,537) 4,623,908 Cash and cash equivalents, December 31, 2005 16,944,755 12,320,847 Cash and cash equivalents, December 31, 2006 $15,491,218 $16,944,755 End of year cash and cash equivalents consist of: Cash and cash equivalents at broker $15,435,188 $16,856,751 Cash 56,030 88,004 Total cash and cash equivalents $15,491,218 $16,944,755
F-11 The accompanying notes are an integral part of the financial statements Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005 1. Nature of the Business 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 the speculative trading of futures contracts in commodities, which commenced in October, 1999. Ashley Capital Management, Inc.("Ashley") and Michael Pacult are the General Partners and the commodity pool operators ("CPO's") of the Fund. The registered commodity trading advisors ("CTA's") are Clarke Capital Management, Inc. ("Clarke"), which has served as CTA since commencement of Fund business, and NuWave Investment Corp. ("NuWave"), which became a CTA effective February, 2005. The CTA's have the authority to trade as much of the Fund's equity as is allocated to them by the General Partner, which is currently estimated to be 99% of total equity. Prior to July, 2004, the principal selling agent was Futures Investment Company ("FIC"), which is controlled by Michael Pacult and his wife. Effective July, 2004 the Fund began to sell issuer direct on a best efforts basis with no sales commissions. The Fund is a registrant with the Securities and Exchange Commission (SEC) pursuant to the Securities Act of 1933 (the Act). The Fund is subject to the regulations of the SEC and the reporting requirements of the Act. The Fund is also subject to the regulations of the Commodities Futures Trading Commission (CFTC), an agency of the U.S. government which regulates most aspects of the commodity futures industry, the rules of the National Futures Association and the requirements of various commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the requirements of futures commission merchants and interbank market makers through which the Fund trades and regulated by commodity exchanges and by exchange markets that may be traded by the advisor. 2. Significant Accounting Policies Registration Costs - Costs incurred for the initial filings with the Securities and Exchange Commission, National Association of Securities Dealers, Inc. 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. The Fund remains open to new partners, and incurs costs required to retain the ability to issue new units. Such costs, in addition to the costs of recurring annual and quarterly filings with regulatory agencies are expensed 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. Interest income is recognized when it is earned. 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. Income Taxes - The Fund, a regulated investment company, is not required to provide a provision for income taxes. Each partner is individually liable for the tax on its share of income or loss. The Fund may be subject to state and local taxes in jurisdictions in which it operates. The Fund prepares a calendar year information tax return Net Income Per Unit - Net income per unit is calculated based on the weighted average number of units outstanding during the period. Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers cash, money market funds and the market value of U.S. Treasury Bills 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, 2006 and 2005. F-12 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005 2. Significant Accounting Policies - Continued Foreign Currency - Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts at the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts on the respective dates of such transactions. The Company does not isolate that portion of the results of operations resulting from changes in foreign exchange rates on investments from the fluctuations arising from changes in market prices of securities held. Such fluctuations are included with the net realized and unrealized gain or loss from investments. Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates. 3. 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. If the daily net unit value of the partnership falls to less than 50% of the highest value earned through trading at the close of any month, then the General Partner will immediately suspend all trading, provide all limited partners with notice of the reduction and give all limited partners the opportunity, for fifteen days after such notice, to redeem partnership interests. No trading will commence until after the lapse of the fifteen day period. 4. 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 Partners. Federal Income Tax Allocations - As of the end of each fiscal year, the Partnership's realized capital gain or loss and ordinary income or loss shall be allocated among the partners, after having given effect to the fees and expenses of the Fund. Subscriptions - Investors must submit subscription agreements and funds at least five business days prior to month end. Subscriptions must be accepted or rejected by the General Partner within five business days. The investor also has five business days to withdraw his subscription. Funds are deposited into an interest bearing subscription account and will be transferred to the Fund's account on the first business day of the month after the subscription is accepted. Interest earned on the subscription funds will accrue to the account of the investor. Redemptions - A limited partner may request any or all of his investment be redeemed at the net asset value as of the end of a month. The written request must be received by the General Partner no less than ten days prior to a month end. Redemptions will generally be paid within twenty days of the effective month end. However, in various circumstances due to liquidity, etc. the General Partner may be unable to comply with the request on a timely basis. Effective January 1, 2004, redemption penalties are no longer charged. F-13 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005 5. Fees Effective January 1, 2005, the Fund was charged the following fees: A monthly brokerage commission of 11% (annual rate) of the Fund's assets on deposit with the futures commission merchant to the Fund's Corporate General Partner. The Corporate General Partner was responsible for payments of brokerage commission and fees to the futures commission merchant. A quarterly incentive fee of 25% of "new net profits" was paid to each CTA. Effective February 1, 2005, the Fund added a new CTA, NuWave. NuWave's quarterly incentive fee was 20% of "new net profits" and also received a monthly management fee of 2% (annualized) on the first $2,000,000 in allocated equity and 1% on the allocated equity above $2,000,000. NuWave was allocated $2,000,000 in equity on February 1, 2005. Effective February 6, 2006, the Corporate General Partner began paying 4% of the 11% of received brokerage commissions to FIC for serving as introducing broker to the Fund. Effective December 1, 2006, the Fund changed the monthly management fee to NuWave to a percentage based on the rate of trading assigned by NuWave and approved by the General Partner of up to 3% (annualized) on the first $2,000,000 in allocated equity and up to 2% on the allocated equity above $2,000,000. The incentive fee of 20% remains unchanged. The Corporate General Partner reserves the right to change the fee structure at its sole-discretion. 6. Related Party Transactions The Fund has an agreement to pay commissions and fees to two related parties, Ashley Capital Management, the Fund's General Partner and Futures Investment Company, the introducing broker. These related parties are 100% owned by Michael Pacult, the Fund's CPO. Related party commissions and fees were as follows: Commissions and fees included in expense: Year ended December 31, 2006 2005 Ashley Capital Management, Inc. $747,549 $1,471,651 Futures Investment Company 934,678 - Total related party expenses $1,682,227 $1,471,651 Commissions and fees included in accrued expenses: December 31, 2006 2005 Ashley Capital Management, Inc. $4,482 $15,555 Futures Investment Company 3,531 - Total accrued expenses to related parties $8,013 $15,555 F-14 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005 6. Related Party Transactions, Continued Financial Accounting Standards Board Interpretation No. 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others, identifies certain disclosures to be made by a guarantor in its financial statements about its obligations under certain guarantees that it has issued. In the normal course of business, the Fund has provided general indemnifications to the General Partner, its CTA and others when they act, in good faith, in the best interests of the Fund. The Fund is unable to develop an estimate for future payments resulting from hypothetical claims, but expects the risk of having to make any payments under these indemnifications to be remote. 7. Partnership Unit Transactions As of December 31, 2006 and 2005 partnership units were valued at $4,875.48 and $5,016.79 respectively. Transactions in partnership units were as follows: Units Amount 2006 2005 2006 2005 Limited Partner Units Subscriptions 257.31 900.87 $869,489 $2,739,224 Redemptions (398.62) (200.88) (1,304,883) (597,653) Total (141.31) 699.99 (435,394) 2,141,571 General Partner Units Subscriptions - - - - Redemptions - - - - Total - - - - Total Units Subscriptions 257.31 900.87 869,489 2,739,224 Redemptions (398.62) (200.88) (1,304,883) (597,653) Total (141.31) 699.99 $(435,394) $2,141,571 8. Trading Activities and Related Risks The Fund is engaged in speculative trading of U.S. and foreign futures contracts in commodities. The Fund is exposed to both market risk, the risk arising from changes in market value of the contracts, and credit risk, the risk of failure by another party to perform according to the terms of a contract. A certain portion of cash and Treasury Bills in trading accounts are pledged as collateral for commodities trading on margin. Additional deposits may be necessary for any loss on contract value. The Commodity Exchange Act requires a broker to segregate all customer transactions and assets from such broker's proprietary activities. Each U.S. commodity exchange, with the approval of the CFTC and the futures commission merchant, establish minimum margin requirements for each traded contract. The futures commission merchant may increase the margin requirements above these minimums for any or all contracts. In general, the amount of required margin should never fall below 10% of the Net Asset Value. The cash deposited in trading accounts at December 31, 2006 and 2005 was $467,760 and $1,986,606, respectively, which equals approximately 2.7% and 11.8% of Net Asset Value, respectively. The Fund also purchases United States Treasury Bills as a form of margin. At December 31, 2006 and 2005, $14,967,428 and $14,870,145, respectively, was invested in U.S. Treasury Bills, which approximates 88.0% and 88.3% of Net Asset Value, respectively. F-15 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005 8. Trading Activities and Related Risks, Continued Trading in futures contracts involves entering into contractual commitments to purchase or sell a particular commodity at a specified date and price. The gross or face amount of the contract, which is typically many times that of the Fund's net assets being traded, significantly exceeds the Fund's future cash requirements since the Fund intends to close out its open positions prior to settlement. As a result, the Fund is generally subject only to the risk of loss arising from the change in the value of the contracts. The market risk is limited to the gross or face amount of the contracts held of approximately $68,503,263 and $44,907,000 on long positions at December 31, 2006 and 2005, respectively. However, when the Fund enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Fund to unlimited potential risk. Market risk is influenced by a wide variety of factors including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effects among the derivative instruments the Fund holds and the liquidity and inherent volatility of the markets in which the Fund trades. The net unrealized gains on open commodity futures contracts at December 31, 2006, and 2005 were $1,933,681 and $250,902, respectively. Open contracts generally mature within three months of December 31, 2006. The latest maturity for open futures contracts is in September, 2007. However, the Fund intends to close all contracts prior to maturity. Credit risk is the possibility that a loss may occur due to the failure of a counter party to perform according to the terms of a contract. The Fund has a substantial portion of its assets on deposit with financial institutions. In the event of a financial institution's insolvency, recovery of Fund deposits may be limited to account insurance or other protection afforded deposits. The Fund has established procedures to actively monitor market risk and minimize credit risk although there can be no assurance that it will succeed. The basic market risk control procedures consist of continuously monitoring open positions, diversification of the portfolio and maintenance of a desirable margin-to-equity ratio. The Fund seeks to minimize credit risk primarily by depositing and maintaining its assets at financial institutions and brokers which it believes to be creditworthy. F-16 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements For the Years Ended December 31, 2006 and 2005 9. Change in Auditor Effective October 2006, the Fund changed auditors from Frank L. Sassetti & Co., 6611 West North Avenue, Oak Park, Illinois 60302-1043 to the CPA firm of Jordan Patke & Associates, Ltd., 300 Village Green Drive, Suite 210, Lincolnshire, Illinois 60069. 10. Prior Year Reclassification At December 31, 2006, US Government Treasury Bills were shown at market value on the Statement of Assets and Liabilities and were included as cash equivalents on the Statement of Cash Flows. Interest receivable of $34,073 at December 31, 2005 was reclassified as U.S Treasury Bills and shown as cash equivalents in the Statement of Assets and Liabilities and Statement of Cash Flows respectively for 2005. 11. Derivative Financial Instruments and Fair Value of Financial Instruments A derivative financial instrument is a financial agreement whose value is linked to, or derived from, the performance of an underlying asset. The underlying asset can be currencies, commodities, interest rates, stocks, or any combination. Changes in the underlying asset indirectly affect the value of the derivative. As the instruments are recognized at fair value, those changes directly affect reported income. All investment holdings are recorded in the statement of financial condition at their net asset value (fair value) at the reporting date. Financial instruments (including derivatives) used for trading purposes are recorded in the statement of financial condition at fair value at the reporting date. Realized and unrealized changes in fair values are recognized in net investment gain (loss) in the period in which the changes occur. Interest income arising from trading instruments is included in the statement of operations as part of interest income. Notional amounts are equivalent to the aggregate face value of the derivative financial instruments. Notional amounts do not represent the amounts exchanged by the parties to derivatives and do not measure the Fund's exposure to credit or market risks. The amounts exchanged are based on the notional amounts and other terms of the derivatives. 12. Financial Highlights Year to Date 2006 2005 2004 2003 2002 Performance per unit (3) Net unit value, beginning of the year $3,357.08 $2,731.41 $1,750.45 $1,311.50 $1,181.89 Net realized and unrealized gains and losses on commodity transactions 505.12 1,206.19 1,573.93 735.70 298.13 Investment and other income 139.17 80.59 27.57 18.43 18.32 Expenses (1) (511.50) (661.11) (620.54) (315.18) (186.84) Net increase for the year 132.79 625.67 980.96 38.95 129.61 Net unit value at the end of the year $3,489.87 $3,357.08 $2,731.41 $1,750.45 $1,311.50 Net assets at the end of the year ($000) $17,015 $16,842 $11,791 $7,690 $6,200 Total return 3.94% 22.91% 56.04% 33.47% -10.97% Ratio to average net assets Investment and other income 4.22% 2.57% 1.23% 1.10% 1.48% Expenses (2) -4.36% -10.19% -17.91% -10.33% -7.62% (1) Includes brokerage commissions (2) Excludes brokerage commissions (3) Investment and other income and expenses are calculated using the average number of units outstanding during the year. Net realized and unrealized gains and losses on commodity transactions is a balancing amount necessary to reconcile the change in net unit value.
Atlas Futures Fund, Limited Partnership Affirmation of the Commodity Pool Operator For the Years Ended December 31, 2006 and 2005 ***************************************************************************** To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete. /s/ Michael Pacult March 28, 2007 Michael Pacult Date President, Ashley Capital Management, Inc. General Partner Atlas Futures Fund, Limited Partnership F-18 EX-31 2 a10k1206ex3101.txt Exhibit 31.01 CERTIFICATION I, Michael Pacult, chief executive office and chief financial officer of Ashley Capital Management, Inc., the General Partner of Atlas Futures Fund, LP (the "Fund" or the "Registrant"), do hereby certify that: 1. I have reviewed this annual report on Form 10-K of the Fund; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the Registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonable likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): (a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting. By: /s/ Michael Pacult Michael Pacult Date: March 30, 2007 EX-32 3 a10k1206ex3201.txt EXHIBIT 32.01 CERTIFICATION BY CHIEF EXECUTIVE OFFICER & CHIEF FINANCIAL OFFICER I, Michael Pacult, the Chief Executive Officer and Chief Financial Officer of Ashley Capital Management, Inc. as General Partner of Atlas Futures Fund, LP, certify that (i) the Form 10K for the year ended December 31, 2006 of Atlas Futures Fund, LP fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10K for the year ended December 31, 2006 fairly presents, in all material respects, the financial condition and results of operations of Atlas Futures Fund, LP. ATLAS FUTURES FUND, LP By: Ashley Capital Management, Inc., General Partner By: /s/ Michael Pacult Michael Pacult Chief Executive Officer & Chief Financial Officer Date: March 30, 2007 -----END PRIVACY-ENHANCED MESSAGE-----