-----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, KfzXZDSABmnS70tmq3uY655JXfOo1U1IrRaPyZOhgoDvA/W78IhctcJ9x5hTYhR2 h9YkpY4dQOORt2NEnFqmgg== 0000865549-07-000012.txt : 20071119 0000865549-07-000012.hdr.sgml : 20071119 20071119163529 ACCESSION NUMBER: 0000865549-07-000012 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20071119 DATE AS OF CHANGE: 20071119 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-Q SEC ACT: 1934 Act SEC FILE NUMBER: 333-53111 FILM NUMBER: 071256824 BUSINESS ADDRESS: STREET 1: 505 BROOKFIELD DRIVE CITY: DOVER STATE: DE ZIP: 19901 BUSINESS PHONE: 800-331-1532 MAIL ADDRESS: STREET 1: 505 BROOKFIELD DRIVE CITY: DOVER STATE: DE ZIP: 19901 10-Q 1 a10q0907.txt FORM 10-Q SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2007 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 333-53111 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, including zip code) (800) 331-1532 (Registrant's telephone number, including area code) (Former name, former address and former fiscal year, if changed since last report) 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 [X] No [ ] Indicate by check mark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2). Yes [ ] No [X] 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] APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS: Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) f the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ] Not applicable. APPLICABLE ONLY TO CORPORATE ISSUERS: Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. Not Applicable. Part 1 - FINANCIAL INFORMATION Item 1. Financial Statements. The reviewed financial statements for the Registrant for the nine months ended September 30, 2007 are attached hereto at page F-1 and made a part hereof. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. General Information During the past quarter and in the future, Registrant, did and will, pursuant to the terms of the Limited Partnership Agreement, engage in the business of speculative and high risk trading of commodity futures and options markets through the services of one or more commodity trading advisors it selects. Description of Fund Business The Fund grants the commodity trading advisors a power of attorney that is terminable at the will of either party to trade the equity assigned by the Fund. Up to the end of September, 2007, the Fund had granted powers to two commodity trading advisors, Clarke Capital Management, Inc. and NuWave Investment Corp. Clarke traded approximately 80% of the Fund's equity made available for trading and NuWave traded the other 20%. During the last week of September, 2007, the General Partner advised NuWave that, effective October 1, 2007, it would terminate the Advisory Agreement and Power of Attorney and requested that NuWave liquidate all positions it had open on behalf of the Fund as of the last business day of September, 2007, or as soon as practical thereafter. See Subsequent Events, below. The commodity trading advisors selected to trade for the Fund have sole discretion to select the trades and do not disclose the methods they use to make those determinations in their disclosure documents or to the Fund or general partner. There is no promise or expectation of a fixed return to the partners. The partners must look solely to trading profits for a return their investment as the interest income is expected to be less than the fixed expenses to operate the Fund. Assets The Fund assets consist of cash used as margin to secure futures (formerly called commodity) trades entered on its behalf by the commodity trading advisors it selects. The Fund deposits its cash with one or more futures commission merchants (brokers) who hold and allocate the cash to use as margin to secure the trades made. The futures held in the Fund accounts are valued at the market price on the close of business each day by the Futures Commission Merchant or Merchants that hold the Fund equity made available for trading. The Capital accounts of the Partners are immediately responsible for all profit and losses incurred by trading and payment and accrual of the expenses of offering partnership interests for sale and the operation of the partnership. During the third quarter, 2007, the fixed costs of operation of the Fund include continuing offering costs, a management fee to NuWave of 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, fixed brokerage commissions of 11%, and accounting and legal fees that must be paid before the limited partners may earn a profit on their investment. See Subsequent Events, below for a description of fee changes due to the removal of NuWave. The Fund does not intend to borrow from third parties. Its trades are entered pursuant to a margin agreement with the futures commission merchant which obligates the fund to the actual loss, if any, without reference or limit by the amount of cash posted to secure the trade. The limited partners are not personally liable for the debts of the Fund, including any trading losses. The Registrant will continue to offer Units for sale to the public via its fully amended and restated prospectus dated August 14, 2007 (see Subsequent Events, below) until the balance, as of September 30, 2007, of $1,672,535 in face amount of Units are sold. As of September 30, 2007, of the $15,000,000 in Units registered, $13,327,465 has been sold and, upon redemption by the holder, will not be resold. Absent the registration of additional Units, the Fund will be capitalized at $15,000,000 subject to redemption of Units by the holders as they request, which are expected to be honored by the General Partner. 2 An Investment in the Fund Depends upon Redemption of Fund Units The Fund Units are not traded and they have no market value. Liquidity of an investment in the Fund depends upon the credit worthiness of the exchanges, brokers, and third parties of off exchange traded futures that hold Fund equity or have a lien against Fund assets for payment of debts incurred. Those parties must honor their obligations to the Fund for the Fund to be able to obtain the return of its cash from the futures commission merchant that holds the Fund account. The commodity trading advisors select the markets and the off exchange instruments to be traded. The General Partner selects the futures commission merchants to hold the Fund assets. Both the commodity trading advisors and the general partner believe all parties who hold Fund assets or are otherwise obligated to pay value to the Fund are credit worthy. Margin is an amount to secure the entry of a trade and is not a limit of the profit or loss to be gained from the trade. The general partner intends to allocate approximately 97% of the Fund equity to be used as margin to enter trades. Although it is customary for the commodity trading advisors to use 40% or less of the equity available as margin, there is no limit imposed by the Fund upon the amount of equity the advisors may commit to margin. It is possible for the Fund to suffer losses in excess of the margin it posts to secure the trades made. To have the purchase price or appreciation, if any, of the Units paid to them, partners must use the redemption feature of the Partnership. Distributions, although possible in the sole discretion of the general partner, are not expected to be made. There is no current market for the Units sold, none is expected to develop and the limited partnership agreement limits the ability of a partner to transfer the Units. Results of Operations The Fund results after payment and accrual of expenses for the first nine months of 2007 was a profit of $3,567,668 and for the nine months of 2006 was a profit of $1,479,351. The profits were generated by the commodity trading advisors by methods that are proprietary to them. These results are not to be construed as an expectation of similar profits in the future. Subsequent Events On November 1, 2007, the Fund submitted post effective amendment no. 11 to its registration statement, which became effective November 13, 2007. The Fund will use the supplement to prospectus contained therein along with its prospectus dated August 14, 2007 to continue its offering. The supplement advises of the removal of NuWave Investment Corp. as commodity trading advisor and the termination of its Advisory Agreement and Power of Attorney as of October 1, 2007. The management and incentive fees paid to NuWave are, accordingly, no longer paid. Clarke Capital Management, Inc. remains the sole trading advisor to the Fund. Item 3. Quantitative and Qualitative Disclosures about Market Risk The business of the Fund is speculative and involves a high degree of risk of loss. Item 4. Controls and Procedures The Registrant has adopted procedures in connection with the operation of its business including, but not limited to, the review of account statements sent to the general partner before the open of business each day that disclose the positions held overnight in the Fund accounts, the margin to hold those positions, and the amount of profit or loss on each position, and the net balance of equity available in each account. The Fund brokerage account statements and financial books and records accounts are prepared by an independent Certified Public Accounting Firm and then are reviewed each quarter and audited each year by a different independent CPA firm. As of the end of the period covered by this report, the General Partner of the Fund, under the actions of its sole principal, Mr. Michael Pacult, carried out an evaluation of the effectiveness of the design and operation of the Fund's disclosure controls and procedures as contemplated by Rule 13a-15(e) or 15d- 15(e) of the Securities Exchange Act of 1934, as amended. Based on and as of the date of that evaluation, Mr. Pacult concluded that the Fund's disclosure controls and procedures are effective, in all material respects, in timely alerting them to material information relating to the Fund required to be included in the reports required to be filed or submitted by the Fund with the SEC under the Exchange Act. 3 Internal Control over Financial Reporting Each month, the general partner reviews the profit and loss statements for the month and, once approved, each partner is sent a statement to disclose total Fund performance and the amount in the partner's capital account. Checks are paid for expenses only upon approval of invoices submitted to the general partner or pursuant to standing authorizations for periodic fixed expenses. Payment of a redemption is only upon receipt of a request form signed by the person with authority over the limited partner's account. The general partner balances the daily account information with the monthly compilation and financial statements prepared by the independent CPA. There was no change 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 in the quarter ended September 30, 2007 that has materially affected, or is reasonably likely to materially affect, internal control over financial reporting applicable to the Fund. Part II - OTHER INFORMATION Item 1. 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 the FCM, as described below. At any given time, MF Global Inc. ("MFG"), formerly known as Man Financial Inc ("MFI"), is involved in numerous legal actions and administrative proceedings, which in the aggregate, are not, as of the date of this Report, expected to have a material effect upon its condition, financial or otherwise, or to the services it will render to the partnership. There have been no administrative, civil or criminal proceedings pending, on appeal or concluded against MFG or its principals within the five years preceding the date of this Report that MFG would deem material for purposes of Part 4 of the Regulations of the Commodity Futures Trading Commission, except as follows: MFI has 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. MFI has informed the general partner that in acting as executing and clearing broker for PAAF it was not responsible for its losses, that it has denied the material allegations of the complaint, that it has brought in third party defendants (one of which has been made a primary defendant), that it will move for summary judgment and will otherwise vigorously defend the litigation. The Receiver and MFG are in active settlement discussions in an attempt to resolve the matter before trial. Further, the outcome of the Litigation should not materially affect MFG or its ability to perform as a clearing broker. The Commodity Futures Trading Commission ("CFTC") is also investigating the events involving PAAF's losses and MFG's relationship to PAAF. To date, the CFTC has not brought any action against the MFG. On February 20, 2007, MFI settled a CFTC administrative proceeding (In the Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in which MFI 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 MFI. 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, MFI agreed to pay restitution to customers amounting to $196,900.44 and a civil monetary penalty of $120,000. MFI 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. Neither of the above events will interfere with the ability of the FCM to perform its duties on behalf of the Fund. 4 Item 1A. Risk Factors There have been no material changes from risk factors as previously disclosed in the Fund's 2006 Form 10-K, as amended. The risks of the Fund are (1) described fully in its prospectus filed with its registration statement on Form S-1, which is incorporated herein by reference (2) described in summary in Part I of this Form 10-Q, which is incorporated herein by reference. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information (a) None (b) None Item 6. Exhibits 31.1 Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934 32.1 Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 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-Q for the period ended September 30, 2007, to be signed on its behalf by the undersigned, thereunto 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 19, 2007 5 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Index to the Financial Statements Page Report of Independent Registered Public Accounting Firm F-2 Statements of Assets and Liabilities as of September 30, 2007 and December 31, 2006 F-3 Schedule of Investments - Cash and Securities - September 30, 2007 F-4 Schedule of Investments - Futures Contracts - September 30, 2007 F-5 Schedule of Investments - Cash and Securities - December 31, 2006 F-6 Schedule of Investments - Futures Contracts - December 31, 2006 F-7 - F-8 Statements of Operations for the Three and Nine Months Ended September 30, 2007 and 2006 F-9 Statements of Changes in Net Assets for the Nine Months Ended September 30, 2007 and 2006 F-10 Statements of Cash Flows for the Nine Months Ended September 30, 2007 and 2006 F-11 Notes to Financial Statements F-12 - F-18 Affirmation of Commodity Pool Operator F-19 F-1 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 reviewed the accompanying statement of assets and liabilities, including the schedules of investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of September 30, 2007 and the related statement of operations for the three and nine months ended September 30, 2007 and 2006, and the statements of changes in net assets and cash flows for the nine months ended September 30, 2007 and 2006. These financial statements are the responsibility of the Fund's management. We conducted our review in accordance with the standards of the Public Company Accounting Oversight Board (United States). A review of interim financial information consists principally of applying analytical procedures and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America. We have previously audited, in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of December 31, 2006 and the related statements of operations, changes in net assets and cash flows for the year then ended (not presented herein); and in our report dated March 27, 2007, we expressed an unqualified opinion on those financial statements. In our opinion, the information set forth in the accompanying statement of assets and liabilities as of December 31, 2006 is fairly stated, in all material respects, in relation to the statement of assets and liabilities from which it has been derived. As discussed in Note 11 to the financial statements, the three months and nine months ended September 30, 2006 financial statements have been restated to correct a misstatement. /s/ Jordan, Patke & Associates, Ltd. Jordan, Patke & Associates, Ltd. Lincolnshire, Illinois November 18, 2007 300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 Phone: (847) 913-5400 * Fax: (847) 913-5435 F-2 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Assets and Liabilities September 30, December 31, 2007 2006 (A Review) Assets Investments Equity in commodity futures trading accounts: Cash and cash equivalents $17,419,036 $15,435,188 Net unrealized gain on open futures contracts 285,400 1,933,681 Total brokerage cash equivalents and investments 17,704,436 17,368,869 Interest receivable 48,804 - Prepaid fees 18,038 - Cash 217,994 56,030 Total assets 17,989,272 17,424,899 Liabilities Partner redemptions payable 259,172 166,223 Accrued commissions payable to related parties 494 8,013 Management fees payable 21,165 15,541 Incentive fee payable 579,381 219,487 Other accrued liabilities 9,200 849 Total Liabilities 869,412 410,113 Net assets $17,119,860 $17,014,786 Analysis of Net Assets Limited partners' $17,119,860 $17,014,786 General partners' - - Net assets (equivalent to $3,815.84 and $3,489.87 per unit) $17,119,860 $17,014,786 Partnership units outstanding Limited partners' units outstanding 4,486.53 4,875.48 General partner units outstanding - - Total partnership units outstanding 4,486.53 4,875.48
The accompanying notes are an integral part of the financial statements. F-3 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Schedule of Investments - Cash and Securities September 30, 2007 (A Review) Fair Value Description Local Currency U.S. Dollars Percent Cash and cash equivalents in trading accounts: United States Markets 17,149,393 $17,149,393 98.45% Total cash and cash equivalents denominated in U. S. Dollars 17,149,393 98.45% Cash denominated in foreign currency: Euro Markets - Euro 105,748 150,850 0.86% British Pound Markets - GBP 29,796 58,893 0.34% Australian Dollar Markets - AUD 10,064 8,937 0.05% Hong Kong Dollar Markets - HKD 318,850 41,030 0.24% Japanese Yen Markets - JPY 1,140,000 9,933 0.06% Total cash denominated in foreign currency 269,643 1.55% Total cash and cash equivalents $17,419,036 100.00%
The accompanying notes are an integral part of the financial statements. F-4 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Schedule of Investments - Futures Contracts September 30, 2007 (A Review) Fair Value Description Expiration Date Contracts Local Currency USD Net unrealized gain (loss) on open futures contracts US Dollar denominated commodity futures positions held long: CBOT Corn Dec 2007 136 22,700 $22,700 NY Heating Oil Nov 2007 65 5,733 5,733 LME Alum Oct 2007 7 (51,845) (51,845) LME Alum Nov 2007 6 7,790 7,790 LME Alum Dec 2007 1 435 435 LME Copper Oct 2007 1 5,827 5,827 LME Copper Dec 2007 2 3,175 3,175 IPE Gas Oil Dec 2007 65 107,250 107,250 IMM Euro Dlr Mar 2008 65 (6,500) (6,500) IMM Euro FX Dec 2007 71 207,675 207,675 Total United States Commodity Futures Positions 302,240 302,240 Total commodity futures positions held long 302,240 US Dollar denominated commodity futures positions held short: LME Alum Oct 2007 7 11,517 11,517 LME Alum Nov 2007 6 (163) (163) LME Alum Dec 2007 1 (3,206) (3,206) LME Copper Oct 2007 1 (23,771) (23,771) LME Copper Dec 2007 2 (58) (58) Total United States commodity futures positions held short (15,680) (15,681) Euro commodity futures positions held short: LIF 3M Euribor Dec 2007 65 (813) (1,159) Total Euro commodity futures positions held short (813) (1,159) Total commodity futures positions held short (16,840) Net commodity futures positions $285,400
The accompanying notes are an integral part of the financial statements. F-5 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%
The accompanying notes are an integral part of the financial statements F-6 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
The accompanying notes are an integral part of the financial statements F-7 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
The accompanying notes are an integral part of the financial statements F-8 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Operations (A Review) Three Months Ended September 30,Nine Months Ended September 30, 2007 2006 2007 2006 (Restated) (Restated) Investment income Interest income $191,578 $185,790 $561,691 $511,365 Total investment income 191,578 185,790 561,691 511,365 Expenses Commission expense 448,031 438,113 1,385,287 1,361,667 Management fees 21,164 12,603 63,946 37,676 Incentive fees 579,381 257,223 1,030,459 324,275 Professional accounting and legal fees 30,424 24,500 156,409 89,000 Other operating and administrative expenses 881 188 13,984 909 Total expenses 1,079,881 732,627 2,650,085 1,813,527 Net investment (loss) (888,303) (546,837) (2,088,394) (1,302,162) Realized and unrealized gain (loss) from investments and foreign currency Net realized gain (loss) from: Investments 2,265,090 1,216,750 3,989,256 1,879,864 Foreign currency transactions (759,005) (325,520) 1,226,693 (314,401) Net realized gains from investments and foreign currency transactions 1,506,085 891,230 5,215,949 1,565,463 Net increase (decrease) in unrealized appreciation (depreciation) on: Investments 148,727 276,430 (1,058,292) (73,997) Translation of assets and liabilities in foreign currencies (47,423) (69,548) (589,989) (12,115) Net increase (decrease) in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies 101,304 206,882 (1,648,281) (86,112) Net realized and unrealized income from investments and foreign currency 1,607,389 1,098,112 3,567,668 1,479,351 Net increase in net assets resulting from operations $719,086 $551,275 $1,479,274 $177,189 Net income per unit for a unit outstanding throughout the entire period Limited partner $166.66 $111.40 $325.97 $44.99 General partner $- $- $- $-
The accompanying notes are an integral part of the financial statements. F-9 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Changes in Net Assets (A Review) Nine Months Ended September 30, 2007 2006 Increase in net assets from operations Net investment (loss) $(2,088,394) $(1,302,162) Net realized gain from investments and foreign currency transactions 5,215,949 1,565,463 Net decrease in unrealized appreciation (depreciation) on investments and translation of assets and liabilities in foreign currencies (1,648,281) (86,112) Net increase in net assets resulting from operations 1,479,274 177,189 Capital contributions from limited partners 179,561 769,460 Distributions to limited partners (1,553,761) (929,023) Total increase in net assets 105,074 17,626 Net assets at the beginning of the period 17,014,786 16,841,781 Net assets at the end of the period $17,119,860 $16,859,407
The accompanying notes are an integral part of the financial statements. F-10 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Statements of Cash Flows (A Review) Nine Months Ended September 30, 2007 2006 Cash Flows from Operating Activities Net increase in net assets resulting from operations $1,479,274 $177,189 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 appreciation on investments 1,648,281 86,114 (Increase) in interest receivable (48,804) (17,714) (Increase) in prepaid fees (18,038) - (Decrease) in accrued commissions payable (7,519) - Increase in management fees and incentive fees payable 365,518 85,788 Increase (decrease) in other accrued liabilities 8,351 (50,007) Net cash provided by operating activities 3,427,063 281,370 Cash Flows from Financing Activities Proceeds from sale of units, net of sales commissions 179,561 769,460 Partner redemptions (1,460,812) (929,023) Net cash (used in) financing activities (1,281,251) (159,563) Net increase in cash and cash equivalents 2,145,812 121,807 Beginning cash and cash equivalents 15,491,218 16,910,682 Ending cash and cash equivalents $17,637,030 $17,032,489 End of year cash and cash equivalents consist of: Cash and cash equivalents at broker $17,419,036 $16,992,456 Cash 217,994 40,033 Total cash and cash equivalents $17,637,030 $17,032,489
The accompanying notes are an integral part of the financial statements. F-11 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements September 30, 2007 and 2006 (A Review) 1. Nature of the Business Atlas Futures Fund, Limited Partnership (the "Fund") was formed January 12, 1998 under the Delaware Uniform Limited Partnership Act. 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 Partners, 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. 2. Significant Accounting Policies Regulation - 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 Securities and Exchange Act of 1934. The Fund and its General Partners are 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 General Partners are also subject to the rules of the National Futures Association that requires commodity pool operators and the requirements of various commodity exchanges where the Fund executes transactions. Additionally, the Fund is subject to the terms of the contracts it has entered with the futures commission merchants and rules of the interbank market makers through which the Fund trades and regulated by commodity exchanges and by exchange markets that may be traded by the advisor. Offering Costs and Organizational Expenses - 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 - Forward contracts, futures and other investments are recorded on the trade date and are reflected in the statement of operations at the difference between the original contract amount and the market value on the last business day of the reporting period. Market value of forward contracts, futures and other investments is based upon exchange or other applicable closing quotations rerlated to the specific positions. 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 is not required to provide a provision for income taxes. Income tax attributes that arise from its operations are passed directly to the individual partners. The Fund may be subject to state and local taxes in jurisdictions in which it operates. Net Income Per Unit - Net income per unit is calculated based on one unit 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 periods ended September 30, 2007 and December 31, 2006. F-12 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements September 30, 2007 and 2006 (A Review) 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 Fund 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 Partners' Duties The responsibilities of the General Partners include all aspects of the management of the Fund. Specifically, they perform the duties of a commodity pool operator as that term is defined in the Commodity Exchange Act, 7 USC 1, et seq. They employ the CTA's to direct the trading and investment activity of the Fund, which include, if appropriate, to suspend all trading, to execute and to file all necessary legal documents, statements and certificates of the Fund, to retain independent public accountants to audit the Fund, to employ attorneys to represent the Fund, to review the brokerage commission rates to determine reasonableness, to maintain the tax status of the Fund as a limited partnership, to maintain a current list of names, addresses and numbers of units owned by each Limited Partner and to take 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 Partners 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 Partners 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 Partners 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 September 30, 2007 and 2006 (A Review) 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 the sole 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 Partners 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, a General Partner of the Fund, 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: Nine Months Ended September 30, 2007 2006 Ashley Capital Management, Inc. $501,177 $432,958 Futures Investment Company 768,010 815,535 Total related party expenses $1,269,187 $1,248,493 Commissions and fees included in accrued expenses: September 30, December 31, 2007 2006 Ashley Capital Management, Inc. 494 $8,013 Futures Investment Company - - Total accrued expenses to related parties $494 $8,013 F-14 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements September 30, 2007 and 2006 (A Review) 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 Partners, 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 September 30, 2007 and 2006 partnership units were valued at $3,815.84 and $3,402.07 respectively. Transactions in partnership units were as follows: Units Amount 2007 2006 2007 2006 Limited Partner Units Subscriptions 49.59 228.37 $179,561 $769,460 Redemptions (438.54) (289.53) (1,553,761) (929,023) Total (388.95) (61.16) (1,374,200) (159,563) General Partner Units Subscriptions - - - - Redemptions - - - - Total - - - - Total Units Subscriptions 49.59 228.37 179,561 769,460 Redemptions (438.54) (289.53) (1,553,761) (929,023) Total (388.95) (61.16) $(1,374,200) $(159,563) 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 September 30, 2007 and December 31, 2006 was $17,419,860 and $467,760, respectively, which equals approximately 101.7% and 2.7% of Net Asset Value, respectively. Cash exceeded Net Asset Value because of accrued expenses and partner redemptions at September 30, 2007. Cash payments for these expenses are expected to be made prior to the end of the next fiscal quarter. Prior to April, 2007, the Fund purchased United States Treasury Bills as a form of margin and the Fund earned interest on this margin. As of April, 2007, the Fund benefits from an arrangement with the FCM whereby the FCM pays the Fund the daily Treasury Bill or LIBOR rate minus 10 basis points on the net liquidity of the Fund. At September 30, 2007 and December 31, 2006, $0 and $14,967,428, respectively, was invested in U.S. Treasury Bills, which approximates 0% and 88.0% of Net Asset Value, respectively. F-15 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements September 30, 2007 and 2006 (A Review) 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 $42,909,197 and $68,503,263 on long positions at September 30, 2007 and December 31, 2006, 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 September 30, 2007 and December 31, 2006 were $285,400 and $1,933,681, respectively. Open contracts generally mature within three months of September 30, 2007. The latest maturity for open futures contracts is in March 2008. 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 September 30, 2007 and 2006 (A Review) 9. 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. 10. Subsequent Events Effective October 1, 2007, NuWave Investment Corp. no longer serves as a commodity trading advisor to the Fund. The General Partner gave the order to NuWave to liquidate all trades as of the last business day of September, 2007. Clarke Capital Management, Inc. now serves as the Fund's sole trading advisor. All Fund fees and expenses remain unchanged, except that the management and incentive fees to NuWave are no longer paid. 11. Correction of an Error The statements of operations for both the three months and the nine months ended September 30, 2006 have been revised after the discovery of an error in previously reported financial statements for those two periods. Previously reported realized gain (loss) on investments was understated by approximately $113,000 in both periods. Previously reported Commissions expense was also understated by approximately $113,000 in both periods. These revisions result in increasing income and also increasing expenses. Accordingly, there is no effect on changes in net assets due to operations for both of these periods. The following sets forth the previously reported and restated amounts of selected items within the statements of operations for both the three months and the nine months ended September 30, 2006 Three Months Ended September 30, 2006 Nine Months Ended September 30, 2006 As Previously As Previously Reported Adjustments Restated Reported Adjustments Restated Commission expense $324,841 $113,272 $438,113 $1,248,492 $113,175 $1,361,667 Total expenses 619,355 113,272 732,627 1,700,352 113,175 1,813,527 Net investment (loss) (433,565) (113,272) (546,837) (1,188,987) (113,175) (1,302,162) Net realized gain (loss) from: Investments 779,658 437,092 1,216,750 1,420,441 459,423 1,879,864 Foreign currency transactions (1,700) (323,820) (325,520) 31,847 (346,248) (314,401) Net realized gains from investments and foreign currency transactions 777,958 113,272 891,230 1,452,288 113,175 1,565,463 Net increase (decrease) in unrealized appreciation (depreciation) on: Investments 206,882 69,548 276,430 (86,112) 12,115 (73,997) Translation of assets and liabilities in foreign currencies - (69,548) (69,548) - (12,115) (12,115) Net realized and unrealized income from investments and foreign currency $984,840 $113,272 $1,098,112 $1,366,176 $113,175 $1,479,351
F-17 Atlas Futures Fund, Limited Partnership (A Delaware Limited Partnership) Notes to the Financial Statements September 30, 2007 and 2006 (A Review) 12. Financial Highlights Three Months Ended September 30, Nine Months Ended September 30, 2007 2006 2007 2006 Performance per unit Net unit value, beginning of period $3,649.18 $3,290.67 $3,489.87 $3,357.08 Net realized and unrealized gains on commodity transactions 372.54 221.91 786.16 375.62 Investment and other income 44.40 37.54 123.77 129.84 Expenses (1) (250.28) (148.05) (583.97) (460.47) Net increase for the period 166.66 111.40 325.97 44.99 Net unit value at the end of the period $3,815.84 $3,402.07 $3,815.84 $3,402.07 Net assets at the end of the period ($000) $17,120 $16,859 $17,120 $16,859 Total return (3) 4.57% 3.39% 9.34% 1.34% Ratio to average net assets (4) Investment and other income 1.17% 1.17% 3.31% 3.14% Expenses (2) 6.57% 4.61% 15.60% 11.12%
(1) Includes brokerage commissions (2) Excludes brokerage commissions (3) Not Annualized (4) Annualized for all periods F-18 Atlas Futures Fund, Limited Partnership Affirmation of the Commodity Pool Operator September 30, 2007 and 2006 (A Review) ***************************************************************************** To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete. /s/ Michael Pacult 19-Nov-07 Michael Pacult Date President, Ashley Capital Management, Inc. General Partner Atlas Futures Fund, Limited Partnership F-19 EX-31 2 a10q0907ex31.txt Exhibit 31.01 CERTIFICATION I, Michael Pacult do hereby certify that: 1. I have reviewed this quarterly report on Form 10-Q of Atlas Futures Fund, Limited Partnership; 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: November 19, 2007 EX-32 3 a10q0907ex32.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, L.P., certify that (i) the Form 10-Q for the period ended September 30, 2007 of Atlas Futures Fund, L.P. 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 10-Q for the period ended September 30, 2007 fairly presents, in all material respects, the financial condition and results of operations of Atlas Futures Fund, L.P. ATLAS FUTURES FUND, LIMITED PARTNERSHIP By: Ashley Capital Management, Inc., General Partner By: /s/ Michael Pacult Michael Pacult Chief Executive Officer & Chief Financial Officer Date: November 19, 2007 -----END PRIVACY-ENHANCED MESSAGE-----