FORM 10-Q

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 June 30, 2012

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from

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 incorporation

(I.R.S. Employer

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Sec. 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes [ ] No [ ] Not Applicable.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X] Smaller Reporting Company[ ]

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 six months ended June 30, 2012 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. Clarke Capital Management, Inc. was granted a power of attorney by the Fund and served as a trading advisor for the Fund since the Fund’s inception. Effective April 11, 2012, the Fund's Advisory Agreement with Clarke Capital Management, Inc. was terminated and all open positions were closed. Hamer Trading Inc., an independent registered Commodity Trading Advisor, now serves as the Fund's sole trading advisor and trades its Diversified Systematic Program on behalf of the Fund, commencing April 12, 2012. Since April 12, 2002, Hamer was the sole trading advisor to the Fund. The commodity trading advisors selected to trade for the Fund have 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 general partner has sole authority to determine the percentage of our assets that will be held on deposit with the futures commission merchant, used for other investments, and held in bank accounts to pay current obligations. As of the date of this Report, the partnership maintains approximately 62% of its total assets in a Treasury Direct Account maintained with the United States Department of the Treasury. Funds maintained with the Department of Treasury and any cash management fund are held in the name of the partnership and not commingled with those of any other entity. As of the date of this Report, the general partner maintained approximately 22% of our total assets with the futures commission merchant (“FCM”) for margin for trading by the trading advisor. As of February 10, 2011, the FCM was changed to Vision Financial Markets LLC. Approximately 16% of our total assets was maintained as cash and cash equivalents, including bank accounts and Wells Fargo 100% Treasury money market fund. The Fund assets at the FCM 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 FCM’s (brokers) that 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 FCM that holds 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 periods of this Report, the fixed costs of operation of the Fund include continuing offering costs, fixed brokerage commissions of 11%, and accounting, legal and other operating fees that must be paid before the limited partners may earn a profit on their investment. The trading advisor is paid a 1% management fee calculated on the prior month-end net assets allocated to it by the Fund to trade, along with a 20% quarterly incentive fee on New Net Profits, as that term is defined in the Fund's Prospectus.

The Fund has not in the past and does not intend in the future 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. On October 29, 2010, the Fund requested withdrawal of a previously filed post effective amendment and filed an S-1 registration statement to register additional $10,000,000 in Units. Upon effectiveness, the Units will be offered and sold pursuant to a prospectus under similar terms to the previous offering; however, there will be compensation to the affiliated selling agent, Futures Investment Company, of a 6% up front selling commission calculated on the gross subscription amount, in addition to $2,000 paid by the Fund for legal fees associated with the review of the offering by FINRA. As of the date of this Report, $14,213,748 has been sold pursuant to a previous registration statement and, upon redemption by the holder, will not be resold.

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 currently allocates nearly 100% 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 is subject to ongoing offering and operating expenses; however, profits or losses are primarily generated by the commodity trading advisor by methods that are proprietary to it. These results are not to be construed as an expectation of similar profits in the future. See the Registration Statements, incorporated by reference herein, for an explanation of the operation of 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. Clarke Capital Management, Inc. was responsible for the selection of all trades though April 11, 2012 and, thereafter, Hamer Trading Inc. was responsible for all trades. Most of the operational profits and losses for the periods covered in this report have been due to the trading activity of the trading advisors. Net unit value has increased since inception, from $1,000 in October, 1999 to $2,816.16 as of June 30, 2012. Past performance is not necessarily indicative of future results, however.

The gain (loss) in registrant’s net asset value per unit during the three months ended June 30, 2012 and 2011, respectively, was (5.88)% and 0.86%. The difference over the periods was primarily due to the difference in operational profits (losses) due to trading, which were (2.20)% and 4.19% for the same respective periods (expressed as a percentage of the periods' beginning net asset value per unit). Operational losses due to expenses, similarly calculated, were (3.69)% and (3.36)% for the same respective periods.

The gain (loss) in registrant’s net asset value per unit during the six months ended June 30, 2012 and 2011, respectively, was (12.54)% and (12.32)%. Over the two six month periods ended June 30, 2012 and 2011, operational profits (losses) due to trading were (5.60)% and (6.49%), respectively, and operational losses due to expenses were (6.96)% and (5.89)%, respectively. The increase in expenses as a percentage of beginning net unit

value for the six month period in 2012 was primarily due to the lower net asset value of the Fund without a commensurate reduction in fixed expenses.

Net asset value per unit is calculated to eliminate the effects of capital contributions and redemptions; however, fixed costs will become a greater percentage of overall net assets when net assets decline. Net assets over the six months ended June 30, 2012 and 2011 were down from beginning to end of the period, and were (24.69)% and (21.79)%, respectively. The decrease in net assets is due mainly to trading results, described above, and redemptions. Redemptions were $(723,729) and $(1,108,203) over the same respective periods (13.72)% and (9.85)% of beginning net assets, respectively). There were no capital contributions over the same periods.

The Fund is charged fixed brokerage commissions of 11%, which are calculated on the Fund’s total trading equity as of the beginning of each month and, therefore, vary according to monthly trading performance, subscriptions and redemptions. The same factors that contribute to increases or decreases in average net assets, therefore, contribute to changes in brokerage commissions paid.

The above described performance was primarily due to the trading of the trading advisors, which traded for the Fund via proprietary methods. The general trading strategy of both Clarke's and Hamer's programs is trend following. Most, but not all, trade initiations and liquidations are in the direction of the trend.

When the previous trading advisor, Clarke, traded its Alpha program for the Fund, it traded approximately 37 domestic and international commodity interests utilizing twelve models with a medium-to-long time frame, risk control and profit-taking characteristics. The current trading advisor, Hamer, trades primarily in futures and options thereon in a variety of 32 markets, including but not limited to grain, currency, metal, energy, financial, stock index, fiber, softs (coffee, cocoa, sugar, and orange juice) markets, both foreign and domestic. It should be noted that there will be times when there is significant correlation between markets within a market sector or between market sectors, possibly in an adverse direction to positions held in the Fund's account. This factor alone, although there are others, will lead to periods of extreme volatility and possibly very large drawdowns in Fund equity.

If a large price movement occurs in a sector that a trading advisor trades, such as agriculture, financials, metals or softs, it does not necessarily mean that the trading advisor will engage in trades that capture such moves. Accordingly, market movements and conditions are not necessarily correlated with Fund performance. As always, past performance is not necessarily indicative of future results.

Pursuant to the Trading Advisory Agreement, the Fund pays a quarterly incentive fee to the trading advisor on new net profits, or those profits achieved on a per unit basis above the advisor's previous high water mark. See Note 5 to the financial statements herein for the current incentive fees. Because Clarke had not recouped prior trading losses prior to its termination, it was not paid an incentive fee in any of the periods covered by this report. Because Hamer did not achieve a New Net Profit, it was not paid an incentive fee in the three month period ended June 30, 2012, the only period covered by this report in which it traded.

The balance of the Fund's income that does not derive from the trading activity of the trading advisor comes from interest income. However, short term interest rates were so low as to produce negligible interest income for the Fund over the periods covered by this report.

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. See the Fund’s Registration Statement and prospectus contained therein, incorporated herein, for a full description of the risks attendant to Fund business.

Item 4. Controls and Procedures

Disclosure 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 CPA Firm and then are reviewed each quarter and audited each year by a different independent CPA firm.

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 Report. Based on their evaluation, Mr. Pacult has concluded that these disclosure controls and procedures are effective.

Changes in Internal Control over Financial Reporting

There were no changes in the General Partner’s internal control over financial reporting during the quarter ended June 30, 2012 that have materially affected, or are 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 follows:

Vision Financial Services LLC

On May 18, 2011, simultaneously with the issuance of a complaint by the NFA, Vision Financial Markets LLC ("Vision") consented to a finding based on a one-count complaint for failure to supervise guaranteed IBs in violation of NFA Compliance Rule 2-9(a). The alleged activities occurred prior to 2009. Without admitting or denying the findings in the Committee’s Decision, Vision consented to pay a fine of $500,000 and to retain an independent consultant to review its supervisory procedures relating to guaranteed IBs. Vision undertook to implement revised procedures for supervising GIBs within 6 months. Finally, Vision consented to a restriction on guaranteeing new introducing brokers until 2013, unless it petitions the NFA to lift the restriction earlier.

The FCM has acted only as clearing brokers for the Fund’s futures accounts and as such it has been paid commissions for executing and clearing trades. The FCM has not passed upon the adequacy or accuracy of the Fund’s prospectus or this report and will not act in any supervisory capacity with respect to the CPO or the CTA, as the case may be, nor participate in the management of the CPO or of the Fund or of the CTA. Therefore, investors should not rely on the FCM in deciding whether or not to participate in the Fund.

The Fund is not aware of any threatened or potential claims or legal proceedings to which the Fund is a party or to which any of its assets are subject. The FCM has represented to the General Partner that that none of the events reported above would interfere with its performance as a clearing broker for the Fund’s account.

Item 1A. Risk Factors

There have been no material changes from risk factors as previously disclosed in the Fund’s 2011 Form 10-K. 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. (Removed and Reserved)

Not Applicable

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 June 30, 2012, 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: August 14, 2012

ATLAS FUTURES FUND, LIMITED PARTNERSHIP

(A Delaware Limited Partnership)

QUARTERLY REPORT

June 30, 2012

GENERAL PARTNER:

Ashley Capital Management, Inc.

% Corporate Systems, Inc.

505 Brookfield Drive

Dover, Kent County, Delaware 19901


Index to the Financial Statements





		Page

	Report of Independent Registered Public Accounting Firm	F-2

	Statements of Assets and Liabilities (Unaudited)	F-3

	Condensed Schedule of Investments - June 30, 2012 (Unaudited)	F-4

	Condensed Schedule of Investments - December 31, 2011 (Unaudited)	F-5

	Statements of Operations (Unaudited)	F-6

	Statements of Changes in Net Assets (Unaudited)	F-7

	Statements of Cash Flows (Unaudited)	F-8

	Notes to the Financial Statements (Unaudited)	F-9 - F-15

	Affirmation of the Commodity Pool Operator	F-16
	F-1


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 statements of assets and liabilities of Atlas Futures Fund, Limited Partnership, including the condensed schedule of investments, as of June 30, 2012, and the related statements of operations for the three and six months ended June 30, 2012 and 2011, and the statements of changes in net assets and cash flows for the six months ended June 30, 2012 and 2011. These financial statements are the responsibility of the Partnership'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, including the condensed schedule of investments, as of December 31, 2011, 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 7, 2012, 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, 2011 is fairly stated, in all material respects, in relation to the statement of assets and liabilities from which it has been derived.

/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
August 7, 2012

300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 *(847)913-5400 F-2


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
(Unaudited)

		June 30,	December 31,
		2012	2011
Assets

	Equity in broker trading accounts

	Cash and cash equivalents at broker	$ 1,019,879	$ 662,202
	Net unrealized gain (loss) on open futures contracts	(121,231)	113,800
	Total equity in broker trading accounts	898,648	776,002

	U.S. Treasury Bills (cost $2,499,463 and $3,986,110)	2,499,934	3,999,691

	Cash and cash equivalents	631,127	1,012,647
	Prepaid expenses	3,925	7,850
	Total assets	4,033,634	5,796,190

Liabilities

	Partner redemptions payable	6,674	497,919
	Accrued commissions payable to related parties	39,960	10,569
	Other accrued liabilities	15,621	14,045
	Total liabilities	62,255	522,533
Net assets		$ 3,971,379	$ 5,273,657

Analysis of net assets

	Limited partners	$ 3,971,379	$ 5,273,657
	General partners	-	-
	Net assets (equivalent to $2,816.16 and $3,219.98 per unit)	$ 3,971,379	$ 5,273,657

Partnership units outstanding

	Limited partners units outstanding	1,410.21	1,637.79
	General partners units outstanding	-	-
	Total partnership units outstanding	1,410.21	1,637.79


	The accompanying notes are an integral part of the financial statements F-3


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
June 30, 2012
(Unaudited)



			Face Value	Fair Value	Percent of Net Assets

United States Treasury bills

		United States Treasury bills, matures
		July 2012 (cost $2,499,463)	$ 2,500,000	$ 2,499,934	62.95%

Futures contracts

	Futures contracts held long
		Agriculture		$ 20,801	0.52%
		Currency		(10,150)	(0.26%)
		Energy		310	0.01%
		Indices		(38,624)	(0.97%)
		Interest rates		(17,624)	(0.44%)
		Metals		(12,790)	(0.32%)
		Total futures contracts held long		(58,077)	(1.46%)

	Futures contracts held short
		Agriculture		(9,040)	(0.23%)
		Currency		(54,695)	(1.38%)
		Energy		(12,583)	(0.32%)
		Indices		(12,163)	(0.31%)
		Interest rates		(8,159)	(0.21%)
		Metals		33,486	0.84%
		Total futures contracts held short		(63,154)	(1.59%)

	Net unrealized (loss) on open futures contracts			$ (121,231)	(3.05%)

The accompanying notes are an integral part of the financial statements F-4


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
December 31, 2011
(Unaudited)



			Face Value	Fair Value	Percent of Net Assets

United States Treasury bills

		United States Treasury bills, matures
		January 2012 (cost $3,986,110)	$ 4,000,000	$ 3,999,691	75.84%

Futures contracts

	Futures contracts held long
		Agriculture		$ 504	0.01%
		Energy		6,260	0.12%
		Currency		62,269	1.18%
		Total futures contracts held long		69,033	1.31%

	Futures contracts held short
		Agriculture		(6,388)	(0.12%)
		Energy		53,130	1.01%
		Currency		(1,975)	(0.04%)
		Total futures contracts held short		44,767	0.85%

	Net unrealized gain on open futures contracts			$ 113,800	2.16%

The accompanying notes are an integral part of the financial statements F-5


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
(Unaudited)

		Three Months Ended June 30,		Six Months Ended June 30,
		2012	2011	2012	2011

Investment income

	Interest income	$ 482	$ 3,526	$ 862	$ 6,733
	Total investment income	482	3,526	862	6,733

Expenses

	Commission expense	124,840	261,250	277,115	552,914
	Professional fees	18,500	37,500	36,000	71,000
	Management fees	9,445	-	9,445	-
	Other operating expenses	3,869	4,958	6,747	9,844
	Total expenses	156,654	303,708	329,307	633,758

	Net investment (loss)	(156,172)	(300,182)	(328,445)	(627,025)

Realized and unrealized gain (loss) from investments and foreign currency

	Net realized gain (loss) from:
	Investments	42,623	426,958	1,800	(367,981)
	Foreign currency translation	(13,240)	9,773	(16,872)	7,371
	Net realized gain (loss) from investments and foreign currency transactions	29,383	436,731	(15,072)	(360,610)

	Net unrealized (depreciation) on investments	(121,141)	(20,424)	(235,032)	(355,531)

	Net realized and unrealized gain (loss) from investments and foreign currency	(91,758)	416,307	(250,104)	(716,141)

	Net increase (decrease) in net assets resulting from operations	$ (247,930)	$ 116,125	$ (578,549)	$ (1,343,166)


Net increase (decrease) per unit (for a single unit outstanding during the entire period)
	Limited partnership unit	$ (175.84)	$ 31.79	$ (403.82)	$ (521.14)
	General partnership unit	$ -	$ -	$ -	$ -
The accompanying notes are an integral part of the financial statements F-6


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
(Unaudited)



	Six Months Ended June 30,
	2012		2011
	Units	Net Assets	Units	Net Assets

(Decrease) in net assets from operations
Net investment (loss)		$ (328,445)		$ (627,025)
Net realized (loss) from investments and foreign currency transactions		(15,072)		(360,610)
Net unrealized (depreciation) on investments		(235,032)		(355,531)
Net (decrease) in net assets resulting from operations		(578,549)		(1,343,166)

Redemptions by limited partners	(227.58)	(723,729)	(287.33)	(1,108,203)
Total (decrease) in net assets	(227.58)	(1,302,278)	(287.33)	(2,451,369)

Net assets at the beginning of the period	1,637.79	5,273,657	2,658.37	11,247,936

Net assets at the end of the period	1,410.21	$ 3,971,379	2,371.04	$ 8,796,567

The accompanying notes are an integral part of the financial statements F-7


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
(Unaudited)

		Six Months Ended June 30,
		2012	2011

Cash Flows from Operating Activities

Net (decrease) in net assets resulting from operations		$ (578,549)	$ (1,343,166)

Adjustments to reconcile net (decrease) in net assets from
	operations to net cash (used in) operating activities:

	Changes in operating assets and liabilities:
	Decrease in prepaid expenses	3,925	2,062
	Unrealized depreciation on investments	235,031	355,531
	Increase (decrease) in accrued commissions payable to related parties	29,391	(10,716)
	Increase in other accrued liabilities	1,576	20,222

	Net cash (used in) operating activities	(308,626)	(976,067)

Cash Flows from Financing Activities

	Partner redemptions	(1,214,974)	(1,171,260)

	Net cash (used in) financing activities	(1,214,974)	(1,171,260)

	Net (decrease) in cash and cash equivalents	(1,523,600)	(2,147,327)

	Cash and cash equivalents, beginning of period	5,674,540	10,711,550


	Cash and cash equivalents, end of period	$ 4,150,940	$ 8,564,223


	End of period cash and cash equivalents consist of:

	Cash and cash equivalents at broker	$ 1,019,879	$ 2,941,900
	Treasury bills	2,499,934	4,992,585
	Cash and cash equivalents	631,127	629,738

	Total cash and cash equivalents	$ 4,150,940	$ 8,564,223

The accompanying notes are an integral part of the financial statements F-8


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

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. (the "Corporate General Partner") and Michael Pacult (the "Individual General Partner" and collectively the "General Partner") are the General Partners and the commodity pool operators ("CPO's") of the Fund. The sole registered commodity trading advisor ("CTA") of the fund is Hamer Trading Inc. ("Hamer"). Effective July 2004 the Fund began to sell issuer direct on a best efforts basis with no sales commissions.

	The Fund has filed an S-1 registration statement to register an additional $10,000,000 in Units. Upon effectiveness, the Units will be offered and sold pursuant to a prospectus under similar terms to the previous offering; however, there will be compensation to the affiliated selling agent, Futures Investment Company, of an up front selling commission of 6% calculated on the gross subscription amount in addition to $2,000 paid by the Fund for legal fees associated with the review of the offering by the Financial Industry Regulatory Authority ("FINRA").

	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 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 ("FCM's") 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 - 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 will be reflected in the statements of operations at the difference between the original contract amount and the fair value on the last business day of the reporting period.

	Fair value of forward contracts, futures and other investments is based upon exchange or other applicable closing quotations related to the specific positions.

	Interest income is recognized when it is earned.

	U.S. Treasury Bills - U.S. Treasury bills are valued at amortized cost, which management has determined approximates fair value.

	Use of Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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.
F-9


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

2. Significant Accounting Policies - Continued

	Foreign Currency - The accounting records of the Fund are denominated in U.S. dollars. Assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates in effect on the valuation date. Commodity futures contract transactions are translated into U.S. dollars at the exchange rates on the dates of such transactions. On the accompanying financial statements, effects of changes in exchange rates from all transactions denominated in currencies other than U.S. dollars are disclosed separately.

	Fair Value Measurement and Disclosures - Accounting Standards Codification ("ASC") 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

	Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date.

	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

	Level 3 inputs are unobservable inputs for an asset or liability, including the Fund’s own assumptions used in determining the fair value of investments. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. As of and for the six months ended June 30, 2012 and the year ended December 31, 2011, the Fund did not have any Level 3 assets or liabilities.

	The following table sets forth by level within the fair value hierarchy the Fund’s investments accounted for at fair value on a recurring basis as of June 30, 2012 and December 31, 2011.

	Fair Value at June 30, 2012
	Description	Level 1	Level 2	Level 3	Total

	U.S. Treasury Bills	$ -	$ 2,499,934	$ -	$ 2,499,934
	Exchange Traded - Futures Contracts	(121,231)	-	-	(121,231)
	Total	$ (121,231)	$ 2,499,934	$ -	$ 2,378,703

	Fair Value at December 31, 2011
	Description	Level 1	Level 2	Level 3	Total

	U.S. Treasury Bills	$ -	$ 3,999,691	$ -	$ 3,999,691
	Exchange Traded - Futures Contracts	113,800	-	-	113,800
	Total	$ 113,800	$ 3,999,691	$ -	$ 4,113,491

	Income Taxes - The Fund prepares calendar year U.S. Federal and applicable state information tax returns and reports to the partners their allocable shares of the Fund’s income, expenses and trading gains or losses. No provision for income taxes has been made in the accompanying financial statements as each partner is individually responsible for reporting income or loss based on such partner’s respective share of the Fund’s income and expenses as reported for income tax purposes.

	Management has continued to evaluate the application of ASC 740, “Income Taxes" to the Fund, and has determined that ASC 740 does not have a material impact on the Fund’s financial statements. The Fund files federal and state tax returns. The 2008 through 2011 tax years generally remain subject to examination by the U.S. federal and most state tax authorities.
	Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers all short-term investments with an original maturity of three months or less to be cash equivalents. Net cash provided by operating activities includes no cash payments for interest or income taxes for the six months ended June 30, 2012 or June 30, 2011.

	Reclassifications - The June 30, 2011 money market fund balance was reclassified to cash and cash equivalents to conform to current year presentation.
	F-10


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

3. General Partner Duties

	The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, including suspending all trading, 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 number of units owned by each limited partner and taking such other actions as deemed necessary or desirable to manage the business of the Fund.

	If the daily net unit value of the Fund falls to less than 50% of the March 31, 2012 net asset value, or such higher 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 Fund.

	Monthly Allocations - Any increase or decrease in the Fund's net asset value as of the end of a month shall be credited or charged to the capital account of each partner in the ratio that the balance of each account bears to the total balance of all accounts.

	Any distribution from profits or partners' capital will be made solely at the discretion of the General Partner.

	Federal Income Tax Allocations - As of the end of each fiscal year, the Fund'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 - After holding the investment for a minimum of twelve months, 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.

5. Fees

	The Fund was charged the following fees:

	The Corporate General Partner is entitled to a fixed annual brokerage commission of 11% of assets available for trading plus actual commissions charged by the FCM for trades made on foreign exchanges and forward markets, if any. It receives 4% of the commissions and the Fund pays the introducing broker the remaining 7%.

	As of April 12, 2012, the fund no longer paid Clarke (former CTA) a quarterly incentive fee of 25% of "new net profits". There were no incentive fees paid to Clarke for the six months ended June 30, 2012 and 2011.

	As of April 12, 2012, Hamer was engaged as the new CTA. A quarterly incentive fee of 20% of "new net profits" is paid to Hamer. There were no incentive fees paid to Hamer for the six months ended June 30, 2012.

	As of April 12, 2012, a monthly management fee of 1% (annual rate) is paid to the CTA, calculated on the prior month end net assets assigned to the CTA to trade.

	The General Partner reserves the right to change the fee structure at its sole discretion.
F-11


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

6. Related Party Transactions

	The Fund pays commissions to the Corporate General Partner and Futures Investment Company, the introducing broker. These related parties are 100% and 50%, respectively, owned by Michael Pacult. Related party commissions were as follows:

	Commissions included in expenses:
		For The Six Months Ended June 30,
		2012	2011

	Corporate General Partner	$ 97,987	$ 199,946
	Futures Investment Company	151,879	316,599
	Total related party commissions	$ 249,866	$ 516,545

	Commissions included in accrued expenses:

		June 30,	December 31,
		2012	2011

	Corporate General Partner	$ 15,961	$ 4,144
	Futures Investment Company	24,000	6,425
	Total accrued commissions payable to related parties	$ 39,960	$ 10,569

	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.

F-12

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

June 30, 2012

(Unaudited)

7. Trading Activities and Related Risks

The Fund is engaged in speculative trading of U.S. and foreign futures contracts. 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 in trading accounts are pledged as collateral for futures 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 establishes minimum margin requirements for each traded contract. The FCM may increase the margin requirements above these minimums for any or all contracts. The Fund maintains cash, cash equivalents and U.S. Treasury Bills to satisfy these margin requirements. At June 30, 2012 and December 31, 2011 these totaled $4,150,940 and $5,674,540, respectively. Based upon the types and amounts of contracts traded and the amount of liquid assets of the Fund, the General Partner believes there is minimal risk of not being able to meet its margin requirement.

Trading in futures contracts involves entering into contractual commitments to purchase or sell a particular futures contracts 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 $144,245,103 and $15,096,202 on long positions at June 30, 2012 and December 31, 2011, 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 (losses) on open futures contracts at June 30, 2012 and December 31, 2011 were ($121,231) and $113,800 respectively.

Open contracts generally mature within six months of June 30, 2012. The latest maturity for open futures contracts is in December 2012. However, the Fund intends to close all contracts prior to maturity.

F-13


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)


7. Trading Activities and Related Risks - Continued

	The following tables disclose the fair values of derivative and hedging activities in the Statements of Assets and Liabilities and the Statements of Operations.

	Derivative Instruments
	Statement of Assets and Liabilities

			Statement of Assets and Liabilities Location	Asset Derivatives at June 30, 2012 Fair Value	Liability Derivatives at June 30, 2012 Fair Value	Net
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized (loss) on open futures contracts	$ 117,972	$ (239,203)	$ (121,231)

			Statement of Assets and Liabilities Location	Asset Derivatives at December 31, 2011 Fair Value	Liability Derivatives at December 31, 2011 Fair Value	Net
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized gain on open futures contracts	$ 122,163	$ (8,363)	$ 113,800

	Derivative Instruments
	Statement of Operations
				For the three	For the six
				months ended	months ended
			Line Item in the Statement of Operations	June 30, 2012	June 30, 2012
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net realized gain (loss) from investments and foreign currency transactions	$ 29,383	$ (15,072)

	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized (depreciation) on investments	$ (121,141)	$ (235,032)

				For the three	For the six
				months ended	months ended
			Line Item in the Statement of Operations	June 30, 2011	June 30, 2011
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net realized gain (loss) from investments and foreign currency transactions	$ 436,731	$ (360,610)

	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized (depreciation) on investments	$ (20,424)	$ (355,531)

	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.

8. Financial Instruments with Off-Balance Sheet Credit and Market Risk

	All financial instruments are subject to market risk, the risk that future changes in market conditions may make an instrument less valuable or more onerous. As the instruments are recognized at fair market value, those changes directly affect reported income.

	Included in the definition of financial instruments are securities, restricted securities and derivative financial instruments. Theoretically, the investments owned by the Fund directly are exposed to a market risk (loss) equal to the notional value of the financial instruments purchased and substantial liability on certain financial instruments purchased short. Generally, financial instruments can be closed. However, if the market is not liquid, it could prevent the timely close-out of any unfavorable positions or require the Fund to hold those positions to maturity, regardless of the changes in their value or the trading advisor’s investment strategies.

	Credit risk represents the accounting loss that would be recognized at the reporting date if counterparties failed to perform as contracted. Concentrations of credit risk (whether on or off balance sheet) that arise from financial instruments exist for groups of counterparties when they have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions.

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 assets and liabilities 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 assets and liabilities 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.
F-14


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

10. Indemnifications

	In the normal course of business, the Fund enters into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Fund’s maximum exposure under these arrangements is unknown, as this would involve future claims that may be made against the Fund that have not yet occurred. The Fund expects the risk of any future obligation under these indemnifications to be remote.

11. Financial Highlights
		Three Months Ended June 30,		Six Months Ended June 30,
		2012	2011	2012	2011
	Performance per unit (1)
	Net unit value, beginning of the period	$ 2,992.00	$ 3,678.21	$ 3,219.98	$ 4,231.14

	Net realized and unrealized gain (loss) from
	investments and foreign currency	(65.89)	154.12	(180.24)	(274.78)
	Investment income	0.34	1.44	0.58	2.65
	Expenses	(110.29)	(123.77)	(224.16)	(249.01)

	Net increase (decrease) for the period	(175.84)	31.79	(403.82)	(521.14)

	Net unit value at the end of the period	$ 2,816.16	$ 3,710.00	$ 2,816.16	$ 3,710.00

	Net assets at the end of the period ($000)	$ 3,971	$ 8,797	$ 3,971	$ 8,797
	Total return (2)	(5.88%)	0.86%	(12.54%)	(12.32%)

	Number of units outstanding at the end of the period	1,410.21	2,371.04	1,410.21	2,371.04

	Supplemental Data:
	Ratio to average net assets
	Net investment (loss) (3)	(14.78%)	(12.98%)	(14.46%)	(12.75%)
	Expenses (3)	(14.82%)	(13.13%)	(14.50%)	(12.89%)

	Total returns are calculated based on the change in value of a unit during the period. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

	(1) Investment income and expenses and net realized and unrealized gains and losses on futures transactions are calculated based on a single unit outstanding during the period.

	(2) Not annualized.

	(3) Annualized.

F-15


Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
Six Months Ended June 30, 2012 and 2011


************************************************************************************************************************



To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete.


	/s/ Michael Pacult
	Michael Pacult
	President, Ashley Capital Management, Inc.
	General Partner
	Atlas Futures Fund, Limited Partnership

F-16