10-K

FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the year ended  12-31-2012

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)

(Zip Code)

Registrant’s telephone number, including area code: (800) 331-1532

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

None

None

Securities registered pursuant to Section 12(g) of the Act:

 Limited Partnership Units

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No   [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes [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 (§ 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 [ ] N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  []

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions 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] (Do not check if a smaller reporting company)  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]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.:  Not Applicable.  There is no market for the Units of partnership interests and none is expected to develop.  The Registrant is a commodity pool.  The Units are registered to permit the initial sale of Units at month end net asset value.

Documents Incorporated by Reference

Audited Financial Statements for Registrant filed with the United States Securities and Exchange Commission for the years ended December 31, 1998 through 2011 at Registration Nos. 333-61217, 333-53111 and 333-59976.

Registration Statement on Form S-1 and all amendments thereto filed with the United States Securities and Exchange Commission at Registration Nos. 333-61217, 333-59976 and 333-170235 are incorporated by reference to Parts I, II, III, and IV.

PART I

Item 1.  Business

On September 3, 1999, the registration statement filed by Atlas Futures Fund, L. P., (the “Fund”)  with the Securities and Exchange Commission (the “SEC”), which incorporated the disclosure document filed with the Commodity Futures Trading Commission (the “CFTC”) was declared effective.  Offers and sales of the Fund’s limited partnership interests (the “Units”) at the initial price of $1,000 per Unit commenced on that date to residents of the states selected by the General Partner.  On October 15, 1999, the Fund had sold in excess of the $700,000 in face amount of Units, the amount required to break escrow and deliver the sales proceeds to the Fund accounts to permit it to commence the speculative trading of commodity futures.  Trading commenced on November 18, 1999.  On May 1, 2001, the Registrant registered $8,000,000 in additional Units.  Units are offered and sold at the net asset value per Unit (“NAV”) determined after addition of profits and deduction of losses, expenses, and reserves, at the close on the last business day of each month.  See the financial statements for the total value of the Fund and the NAV as of the date of the statements.  

The trades for the Fund are selected and placed with the futures commission merchant (“FCM”), i.e., clearing broker, for the account of the Fund by one or more CTAs selected by the General Partner of the Fund.  The Fund grants the commodity trading advisor 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.  

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.  The books and records of the trades placed by the CTA in the Fund’s trading account are kept and are available for inspection by the Limited Partners at the office of the corporate General Partner, 5914 N. 300 West, Fremont, IN 46737.  Hamer is paid a 1% annual management fee of the equity assigned to it to manage, and is paid an incentive fee of twenty percent (20%) of New Net Profit that it generates, as that term is defined in the Limited Partnership Agreement which governs the operation of the Fund, payable quarterly.  

The Fund Limited Partnership Agreement is included as Exhibit A to the prospectus delivered to the prospective investors and filed as part of the Registration Statement.  The Limited Partnership Agreement defines the terms of operation of the Fund and is incorporated herein by reference.  None of the purchasers of Limited Partnership Units (“Limited Partners”) has a voice in the management of the Fund or ownership in the General Partner or the trading advisor.  Reports of the NAV are sent to the Partners within twenty days following the end of each month.  

Ashley Capital Management, Inc., the corporate General Partner and Commodity Pool Operator, is paid monthly fixed brokerage commissions of eleven twelfths of one percent (11/12%) of the total value of the funds available for trading in the Fund’s accounts at the FCM [eleven percent (11%) per year], from which it pays seven percent (7%) of the eleven percent (11%) to Futures Investment Company as introducing broker, which in turn pays all clearing costs, including pit brokerage fees, which includes floor brokerage, NFA and exchange fees for trades.  The FCM is selected by the General Partner and holds a portion of the Fund’s trading equity and places the trades as directed by

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the CTA pursuant to a power of attorney and advisory agreement granted by the Fund.  The CTA agreements are terminable at the will of the parties.  

The sale of Units is regulated by Securities Act of 1933 and the Commodity Exchange Act.  Once the Units are issued, the operation of the Fund is subject to regulation pursuant to the Securities and Exchange Act of 1934 and the Commodity Exchange Act. The U.S. Securities and Exchange Commission and the Securities Commissions and securities acts of the several States where its Units are offered and sold have jurisdiction over the operation of the Fund.  The National Futures Association has jurisdiction over the operation of the General Partner and the Commodity Trading Advisors.  This regulatory structure is not intended, nor does it, protect investors from the risks inherent in the trading of futures and options.  

The Registrant has filed a registration statement to register $10,000,000 in Units, which became effective August 27, 2012, and is currently used to offer such Units for sale to the public.  The affiliated selling agent, Futures Investment Company receives an up front selling commission of 6% calculated on the gross subscription amount.  It also received $2,000 from the Fund for legal fees associated with the review of the offering by the Financial Industry Regulatory Authority ("FINRA").  Such offering will continue until the total dollar amount of Units is sold, or the offering terminates as permitted or required by the terms of the Limited Partnership Agreement and the rules and regulations of the SEC.  As of the date of this Report, $14,774,040 in Units has been sold pursuant to registration statements since inception and, upon redemption by the holder, no Units will be resold.

Item 1A.  Risk Factors

The trading of futures, options on futures and other commodities related investments is highly speculative and risky.  You should make an investment in the Fund only after consulting with independent, qualified sources of investment and tax advice and only if your financial condition will permit you to bear the risk of a total loss of your investment. You should consider an investment in the Units only as a long-term investment. Moreover, to evaluate the risks of this investment properly, you must familiarize yourself with the relevant terms and concepts relating to commodities trading and the regulation of commodities trading, which are discussed in the Risk Factors section of the Prospectus, which is incorporated herein by reference.

You should carefully consider all the information we have included or incorporated by reference in this Form 10-K and our subsequent periodic filings with the SEC. In particular, you should carefully consider the risk factors described above and read the risks and uncertainties as set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Section of this Form 10-K.  Any of the heretofore mentioned risks and uncertainties could materially adversely affect the Fund, its trading activities, operating results, financial condition and Net Asset Value and therefore could negatively impact the value of your investment. You should not invest in the Units unless you can afford to lose all of your investment.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

The general partner has sole authority to determine the percentage of Fund assets that will be held on deposit with the futures commission merchant (FCM), used for other investments, and held in bank accounts to pay current obligations.  As of the period end covered by this report, the Fund maintained approximately: 44% of its assets in a Treasury Direct Account maintained with the United States Department of the Treasury, 30% at the futures commission merchant (FCM) to be available for trading by the trading advisor, and 20% in a cash management fund that invests only in U.S. Treasurys and has high liquidity, 2% in a bank account used to pay expenses and redemptions.  All such accounts are held in the name of the partnership and not commingled with those of any other entity.  As of the period end covered by this report, the Fund maintained trading assets and placed trades at the direction of the CTA at Vision Financial Markets LLC, which is a member of the National Futures Association and registered with the Commodity Futures Trading Commission pursuant to the Commodity Exchange Act as an FCM.  The trading of futures, options on futures and other commodities is highly speculative and the Fund has an unlimited risk of loss, including the pledge of all of its assets to the FCM to secure the losses on the trades made on its behalf by the commodity trading advisor or advisors selected, from time to time, by the General Partner.  

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Item 3.  Legal Proceedings

There have been no legal proceedings against the Fund, its General Partner, the CTA, the IB or any of their Affiliates, directors or officers.  The FCM, Vision Financial Markets LLC, has had the following described reportable events, none of which, in the opinion of the FCM, is material to the performance of the FCM on behalf of the Fund’s account (see Subsequent Events at the end of this section):

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.  

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 4.  Mine Safety Disclosures.

N/A

PART II

Item 5.  Market for Registrant's Limited Partnership Units, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Fund desires to be taxed as a partnership and not as a corporation.  In furtherance of this objective, the Limited Partnership Agreement, subject to certain exceptions upon the death of a Limited Partner, requires all Limited Partners to obtain the approval of the General Partner prior to the transfer of any Units of partnership interest.  Accordingly, there is no trading market for the Fund Units and none is likely to develop.  The Limited Partners must rely upon the right of Redemption provided in the Limited Partnership Agreement to liquidate their interest.  

The Fund has fewer than 300 holders of its securities.  Limited Partners are required to represent to the issuer that they are able to understand and accept the risks of investment in a commodity pool for which no market of interests will develop and that the right of redemption will be the sole expected method of withdrawal of equity from the Fund.  The General Partner has sole discretion in determining what distributions, if any, the Fund will make to the Partners. The Fund has not made any distributions as of the date hereof. The Fund has no securities authorized for issuance under equity compensation plans.  See the Limited Partnership Agreement attached as Exhibit A to the Registration Statement, incorporated herein by reference, for a complete explanation of the limitations upon transfer and right of redemption provided to Partners.

Item 6.  Selected Financial Data

The Fund is not required to pay dividends or otherwise make distributions and none are expected.  The Limited Partners must rely upon their right of redemption to obtain their return of equity after consideration of profits, if any, and losses from the Fund.  See the Registration Statement, incorporated herein by reference, for a complete explanation of the allocation of profits and losses to a Limited Partner’s capital account.

Following is a summary of certain financial information for the Registrant for the period from January 1, 2008 to December 31, 2012.

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	For the Years Ended December 31,
	2012	2011	2010	2009	2008
Performance per unit (1)
Net unit value, beginning of the year	$       3,219.98	$       4,231.14	$       4,083.24	$       5,404.76	$       4,175.12
Net realized and unrealized gain (loss) from
investments and foreign currency	(85.56)	(557.75)	609.02	(753.79)	2,355.63
Investment income	1.22	6.01	3.26	6.44	64.59
Expenses	(443.05)	(459.42)	(464.38)	(574.17)	(1,190.58)
Net increase (decrease) for the year	(527.39)	(1,011.16)	147.90	(1,321.52)	1,229.64
Net unit value at the end of the year	$       2,692.59	$       3,219.98	$       4,231.14	$       4,083.24	$       5,404.76
Net assets at the end of the year ($000)	$            4,232	$            5,274	$          11,248	$          14,711	$          22,691
Total return before incentive fee	(16.16%)	(23.90%)	3.62%	(24.45%)	29.45%
Incentive fee	(0.22%)	-	-	-	-
Total return after incentive fee	(16.38%)	(23.90%)	3.62%	(24.45%)	29.45%
Number of units outstanding at the end of the year	1,571.814	1,637.79	2,658.37	3,602.89	4,198.35
Supplemental Data:
Ratio to average net assets
Net investment (loss) before incentive fee	(14.81%)	(12.63%)	(12.01%)	(11.89%)	(22.73%)
Incentive fee	(0.25%)	-	-	-	-
Net investment (loss) after incentive fee	(15.06%)	(12.63%)	(12.01%)	(11.89%)	(22.73%)
Expenses before incentive fee	(14.85%)	(12.80%)	(12.09%)	(12.02%)	(24.03%)
Incentive fee	(0.25%)	-	-	-	-
Expenses after incentive fee	(15.10%)	(12.80%)	(12.09%)	(12.02%)	(24.03%)
Total return was calculated based on the change in value of a unit during the period. Net realized and unrealized gain (loss) from investments and foreign currency is a balancing amount necessary to reconcile the change in net unit value. An individual member'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.

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The following summarized quarterly financial information presents the results of operations for the quarterly periods during the years ended December 31, 2012 and 2011:

	2012				2011
	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr	1st Qtr	2nd Qtr	3rd Qtr	4th Qtr
Total Investment Gain	(158,345)	(91,758)	191,748	(53,829)	-1,132,449	416,307	213,060	-846,162
Net Income (Loss)	(330,618)	(247,930)	30,939	(221,947)	-1,459,292	116,125	-34,446	-1,043,496
Net Income (Loss) per limited partnership unit	(227.98)	(175.84)	22.50	(146.07)	-552.93	31.79	-9.64	-480.38
Net Income (Loss) per general partnership unit (if any)	-	-	-	-	-	-	-	-
Net asset value per partnership unit at the end of period.	2,991.98	2,816.16	2,838.66	2,692.59	3,678.21	3,710.00	3,700.36	3,219.98

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Critical Accounting Policies and Estimates

The Fund records all investments at market value in its financial statements, with changes in market value reported as a component of realized and change in unrealized trading gain (loss) in the Statements of Operations. In certain circumstances, estimates are involved in determining market value in the absence of an active market closing price.

Capital Resources

The Fund will raise additional capital only through the sale of Units offered pursuant to the continuing offering, and does not intend to raise any capital through resale of Units once issued or borrowing. Due to the nature of the Fund’s business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets.

Liquidity

Most United States commodity exchanges limit fluctuations in commodity futures contracts prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Commodity futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses which could exceed the margin initially committed to such trades. In addition, even if commodity futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices, if little trading in such contracts is taking place. Other than these limitations on liquidity, which are inherent in the Fund’s commodity futures trading operations, the Fund’s assets are expected to be highly liquid.

The entire offering proceeds will be credited to the Fund’s bank and brokerage accounts to engage in trading activities and as reserves for that trading. The Fund meets its margin requirements by depositing U.S. government securities or cash or both with the futures broker and the over-the-counter counterparties. The Fund maintains an account with the US Treasury in which it invests directly in short term US Treasury Bills, and maintains a money market fund account, which only invests in US Treasurys.  In this way, a substantial portion of the Fund’s assets, whether used as margin for trading purposes or as reserves for such trading in other accounts, can be invested in

6

U.S. government securities and time deposits with U.S. banks. Investors should note that maintenance of the Fund’s assets in U.S. government securities and banks does not reduce the risk of loss from trading futures and options on futures contracts. The Fund receives all interest earned on its assets. No other person shall receive any interest or other economic benefits from the deposit of Fund assets.

Approximately 10% to 40% of the Fund’s assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder.

The Fund’s assets are not and will not be, directly or indirectly, commingled with the property of any other person in violation of law or invested with or loaned to the Fund, the General Partner or any affiliated entities.

Results of Operations

The 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.

The initial start-up costs attendant to the sale of Units by use of a prospectus which has been filed with the Securities and Exchange Commission are substantial.  The results of the partial year 1999 and the years 2000 through 2012 reflect the absorption of these costs by the Fund.  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.  Most of the operational profits and losses have been due to the trading activity of Clarke and Hamer, though interest income contributes negligibly.  Net unit value has increased since inception, from $1,000 in October, 1999 to $2,692.59 as of December 31, 2012.  Past performance is not necessarily indicative of future results, however.

The gain (loss) in registrant’s net asset value per unit during the years ended December 31, 2012, 2011 and 2010, respectively, was (16.38)%, (23.90)%, and 3.62%.  The difference over the periods was primarily due to the difference in operational profits (losses) due to trading, which were (2.66)% for 2012, (13.18)% for 2011, and 14.92% for 2010 (expressed as a percentage of the periods' beginning net asset value per unit).  Operational losses due to expenses in, similarly calculated, were (13.76)% in 2012, (10.86)% in 2011, and (11.37)% in 2010.  Higher operational expenses in 2012 were a result of costs related to the Fund’s new offering pursuant to its registration statement.  

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 three years ended December 31, 2012, 2011 and 2010 were down from beginning to end of the period, and were (19.75)% in 2012, (53.11)% in 2011, and (23.54)% in 2010.  The decrease in net assets is due mainly to trading results, described above, and redemptions.  Redemptions were $825,649 in 2012, $3,553,170 in 2011 and $3,554,185 in 2010.  Capital contributions were $553,792 in 2012, none in 2011, and $40,361 in 2010.

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.  Clarke traded from inception of the Fund until April 11, 2012, and Hamer has traded since April 12, 2012. Hamer seeks capital appreciation through speculation in commodity futures trading. There is no representation being made that the Diversified Systematic Program will be successful in achieving this goal. The trading system utilized by Hamer is proprietary and confidential.  Hamer’s program utilizes a systematic trend following approach trading a diversified portfolio of markets, based primarily on technical analysis, but utilizing

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fundamental analysis when and where appropriate. The Diversified Systematic Program seeks to capture trends in a variety of global commodity and futures markets using 31 broadly diversified markets covering seven major sectors: interest rate, currency, stock index, energy, grain, metals and softs. Average holding period is 100 days. The program has been refined over the past thirteen years from a multi-system / multi-time frame trend approach to a focus on long term trend following with the constant goal to provide consistent returns while reducing volatility. This transition to a focus on long term trend following began in 2008.

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.  Because the current trader has only traded for the partial year 2012, it is not possible to make a meaningful comparison of trade allocations by sector over the periods included in this report.

Pursuant to the Trading Advisory Agreement, the Fund pays a 1% annual management fee to the trading advisor and a 20% quarterly incentive fee to Hamer on new net profits, or those profits achieved on a per unit basis above the advisor's previous high water mark.  The previous trader was paid only a 25% incentive fee and received no such incentive fee in the periods covered by this report.  See Note 5 to the financial statements herein for the current incentive fees.     

The balance of the Fund's income that does not derive from the trading activity of Hamer 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.

Off-Balance Sheet Risk

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures and options on futures contracts, and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if the Fund’s trading advisor was unable to offset futures interests positions of the Fund, the Fund could lose all of its assets and the Limited Partners would realize a 100% loss. The Fund, the General Partner and the CTAs minimize market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 40%.

In addition to market risk, in entering into futures and options on futures contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.

All positions of the Fund are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund.

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Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The securities of the Fund are not traded and no market for the Fund securities is expected to develop.  The Fund is engaged in the speculative trading of futures and options on futures.  The risks are fully explained in the Fund prospectus delivered to each prospective partner prior to their investment.

Item 8.  Financial Statements and Supplementary Data.

The Fund financial statements included in this report were audited by Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, and are provided beginning on page F-1.  The supplementary financial information specified by Item 302 of Regulation S-K is included in Item 6. Selected Financial Data in this Report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.  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

Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of its internal control over financial reporting in all annual reports. There were no changes in the General Partner’s internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Fund.

Management’s Annual Report on Internal Control over Financial Reporting

The General Partner is responsible for establishing and maintaining adequate internal control over the Fund’s financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel 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. The General Partner’s internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Fund’s assets;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Fund’s financial statements in accordance with generally accepted accounting principles, and that the

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Fund’s receipts and expenditures are being made only in accordance with authorizations of the General Partner’s management and directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Fund’s assets that could have a material effect on the Fund’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Fund securities are not publicly traded so that there can be no insider trading or leaks of confidential information to the public.  All Fund money is on deposit either with a bank, in T-Bills on deposit with the US Treasury, in a 100% Treasury money market fund or a futures commission merchant.  There is an audit trail produced by all.  A certified public accountant prepares the monthly financial statements.  The Fund units are sold during the month at a net asset value to be determined as of the close of business on the last day of trading each month.  All quarterly financial statements are reviewed by an independent certified public accountant who audits the Fund financial statements at the end of each calendar year.  The Fund maintains its subscription agreements and other records for six years.

The management of the General Partner assessed the effectiveness of its internal control over financial reporting with respect to the Fund as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on its assessment, management has concluded that, as of December 31, 2012, the General Partner’s internal control over financial reporting with respect to the Fund is effective based on those criteria.

Item 9B.  Other Information.

None.

Part III

Item 10.  Directors and Executive Officers and Corporate Governance

The Fund is a Delaware Limited Partnership which acts through its corporate and individual general partner.  Accordingly, the Registrant has no Directors or Executive Officers.

The General Partners of the Registrant are Ashley Capital Management, Incorporated, a Delaware corporation, and Mr. Michael P. Pacult.  The General Partners are both registered with the National Futures Association as commodity pool operators pursuant to the Commodity Exchange Act, and Mr. Pacult, age 68, is the sole shareholder, director, registered principal and executive officer of the corporate General Partner.  The background and qualifications of Mr. Pacult are disclosed in the Registration Statement, incorporated herein by reference.  

There has never been a material administrative, civil or criminal action brought against the Fund, the General Partner or any of its directors, executive officers, promoters or control persons.

No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To the best of the Fund’s knowledge, no such forms have been or are required to be filed.

Audit Committee Financial Expert

Mr. Pacult, in his capacity as the sole principal for the General Partner of the Fund, has determined that he qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations of the Securities and Exchange Commission.  He is not independent of management.

10

Code of Ethics

The  Fund General Partner is registered with the National Futures Association as a Commodity Pool Operator and its President, Michael P. Pacult is registered as its principal.  Both the Fund and the General Partner are subject to Federal Commodity Exchange Act and audit for compliance and the rules of good practice of the Commodity Futures Trading Commission and the industry self regulatory organization, the National Futures Association.  Having said that, neither the Commodity Futures Trading Commission nor the National Futures Association is responsible for the quality of the Fund disclosures or its operation, as those functions are exclusively the responsibility of the Fund and its General Partner.

Item 11.  Executive Compensation.

Although there are no executives of the Fund, the corporate General Partner is paid compensation that the Fund has elected to disclose on this Form 10-K.  The Fund pays its corporate General Partner fixed brokerage commissions of eleven percent (11%) per year, payable monthly, from which it pays its affiliated introducing broker, Futures Investment Company, seven percent (7%) of the eleven percent (11%) to cover the cost of the trades entered by the CTA.  The corporate General Partner retains the difference between the seven percent (7%) it pays to the introducing broker and the eleven percent (11%) it is paid.  

All compensation is disclosed in the Registration Statement, which is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a)  None

(b)  As of December 31, 2012, neither the individual nor corporate General Partner owned any Units of Limited Partnership Interests.

(c)  The Limited Partnership Agreement governs the terms upon which control of the Fund may change.  No change in ownership of the Units will, alone, determine the location of control.  The Limited Partners must have 120 days advance notice and the opportunity to redeem prior to any change in the control from the General Partner to another general partner.  Control of the management of the Fund may never vest in one or more Limited Partners.  

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

See Item 11, Executive Compensation and Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The General Partner has sole discretion over the selection of trading advisors.  Ashley Capital Management, Inc., the corporate General Partner, is paid a fixed commission for trades and, therefore, both General Partners have a potential conflict in the selection of a trading advisor who makes few trades rather than produces profits for the Fund.  This conflict and others are fully disclosed in the Registration Statement, which is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services.

Only fees to the Principal Accountant, or Auditor, and not fees for other accounting, are required to be disclosed in this section.

 (1)

Audit Fees

The fees and costs paid to Patke and Associates, Ltd. for the audit of the Fund’s annual financial statements, for review of financial statements included in the Fund’s Forms 10-Q and other services normally provided in connection with regulatory filing or engagements (i.e., consents related to SEC registration statements) for the years ended December 31, 2012 and 2011 were $21,000 and $19,500, respectively.  

11

(2)

Audit Related Fees

None

(3)

Tax Fees

The aggregate fees paid to Patke and Associates, Ltd. for tax compliance services including tax compliance, tax advice, and tax planning for the years ended December 31, 2012 and 2011 were $5,000 and $49,50, respectively.  

(4)

All Other Fees

None

(5)

The Board of Directors of Ashley Capital Management, Inc., General Partner of the Fund, approved all of the services described above. The Board of Directors has determined that the payments made to its independent certified public accountants for these services are compatible with maintaining such auditors’ independence. The Board of Directors explicitly pre-approves all audit and non-audit services and all engagement fees and terms.

(6)

Close to 100% of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time permanent employees.  However, all work performed was supervised by a full-time permanent employee.

Part IV

Item 15.  Exhibits, Financial Statement Schedules

 (a)

The following documents are filed as part of this report:

1. All Financial Statements

The Financial Statements begin on page F-1 of this report.

2. Financial Statement Schedules required to be filed by Item 8 of this form, and by paragraph (b) below.

Not applicable, not required, or included in the Financial Statements.

3. List of those Exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter) and by paragraph (b) below.

Incorporated by reference from the Fund’s Registration Statement on Form S-1, and all amendments at file Nos. 333-61217 and 333-59976 previously filed with the Securities and Exchange Commission.

31.1 Certification of CEO and CFO pursuant to Section 302

32.2 Certification of CEO and CFO pursuant to Section 906

(b)

 Exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

See response to 15(a)(3), above.

(c)

Financial statements required by Regulation S-X (17 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including (1) separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons; (2) separate financial statements of affiliates whose securities are pledged as collateral; and (3) schedules.

None.

12

SIGNATURES

Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the period ended December 31, 2012, to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:

Atlas Futures Fund, Limited Partnership

By Ashley Capital Management, Inc.

Its General Partner

Date: April 1, 2013

By: /s/ Michael Pacult

Mr. Michael P. Pacult

Sole Director, Sole Shareholder

President and Treasurer

13

ATLAS FUTURES FUND, LIMITED PARTNERSHIP

(A Delaware Limited Partnership)

ANNUAL REPORT

December 31, 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	F-3
	Condensed Schedule of Investments - December 31, 2012	F-4
	Condensed Schedule of Investments - December 31, 2011	F-5
	Statements of Operations	F-6
	Statements of Changes in Net Assets	F-7
	Statements of Cash Flows	F-8
	Notes to the Financial Statements	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

We have audited the accompanying statements of assets and liabilities of Atlas Futures Fund, Limited Partnership (a Delaware limited partnership), including the condensed schedules of investments, as of December 31, 2012 and 2011, and the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2012.  These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States).  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we do not express such an opinion. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Atlas Futures Fund, Limited Partnership as of December 31, 2012 and 2011, and the results of its operations, its changes in net assets and its cash flows for each of the three years in the period ended December 31, 2012 are in conformity with accounting principles generally accepted in the United States of America.

/s/ Patke & Associates, Ltd.

Patke & Associates, Ltd.

Lincolnshire, Illinois

March 20, 2013

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
December 31, 2012 and 2011
		2012	2011
Assets
	Equity in broker trading accounts
	Cash and cash equivalents at broker	$     1,143,185	$         662,202
	Net unrealized gain on open futures contracts	221,007	113,800
	Total equity in broker trading accounts	1,364,192	776,002
	U.S. Treasury Bills (cost $1,999,469 and $3,986,110)	1,999,905	3,999,691
	Cash and cash equivalents	987,570	1,012,647
	Subscriptions receivable	7,263	-
	Prepaid expenses	-	7,850
	Total assets	4,358,930	5,796,190
Liabilities
	Partner redemptions payable	81,895	497,919
	Accrued commissions payable to related parties	21,593	10,569
	Other accrued liabilities	23,198	14,045
	Total liabilities	126,686	522,533
Net assets		$     4,232,244	$     5,273,657
Analysis of net assets
	Limited partners	$     4,232,244	$     5,273,657
	General partners	-	-
	Net assets (equivalent to $2,692.59 and $3,219.98 per unit)	$     4,232,244	$     5,273,657
Partnership units outstanding
	Limited partners units outstanding	1,571.814	1,637.79
	General partners units outstanding	-	-
	Total partnership units outstanding	1,571.814	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
December 31, 2012
			Face Value	Fair Value	Percent of Net Assets
United States Treasury bills
		United States Treasury bills, matures
		January 2013 (cost $1,999,469)	$      2,000,000	$      1,999,905	47.25%
Futures contracts
	Futures contracts held long
		Agriculture		$           33,047	0.78%
		Currency		2,220	0.05%
		Indices		95,500	2.26%
		Metals		1,508	0.04%
		Total futures contracts held long		132,275	3.13%
	Futures contracts held short
		Agriculture		46,349	1.10%
		Currency		48,266	1.14%
		Energy		(4,613)	(0.11%)
		Indices		2,950	0.07%
		Metals		(4,220)	(0.10%)
		Total futures contracts held short		88,732	2.10%
	Net unrealized gain on open futures contracts			$         221,007	5.23%

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
			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
For the Years Ended December 31, 2012, 2011 and 2010
		2012	2011	2010
Investment income
	Interest income	$               1,844	$            13,848	$               9,957
	Total investment income	1,844	13,848	9,957
Expenses
	Commission expense	507,399	973,768	1,295,025
	Professional fees	85,367	91,000	102,900
	Management fees	30,288	-	-
	Incentive fees	11,045	-	-
	Other operating expenses	25,117	20,945	21,363
	Total expenses	659,216	1,085,713	1,419,288
	Net investment (loss)	(657,372)	(1,071,865)	(1,409,331)
Realized and unrealized gain (loss) from investments and foreign currency
	Net realized gain (loss) from:
	Investments	(209,856)	(801,581)	814,678
	Foreign currency translation	(9,535)	(13,799)	(2,729)
	Net realized gain (loss) from investments and foreign currency transactions	(219,391)	(815,380)	811,949
	Net unrealized appreciation (depreciation) on investments	107,207	(533,864)	647,664
	Net realized and unrealized gain (loss) from investments and
	foreign currency	(112,184)	(1,349,244)	1,459,613
	Net increase (decrease) in net assets resulting from operations	$         (769,556)	$     (2,421,109)	$            50,282
Net increase (decrease) per unit (for a single unit outstanding during the entire period)
	Limited partnership unit	$           (527.39)	$        (1,011.16)	$            147.90
	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
For the Years Ended December 31, 2012, 2011 and 2010
	2012		2011		2010
	Units	Net Assets	Units	Net Assets	Units	Net Assets
Increase (decrease) in net assets from operations
Net investment (loss)		$        (657,372)		$     (1,071,865)		$     (1,409,331)
Net realized gain (loss) from investments and foreign currency transactions		(219,391)		(815,380)		811,949
Net unrealized appreciation (depreciation) on investments		107,207		(533,864)		647,664
Net increase (decrease) in net assets resulting from operations		(769,556)		(2,421,109)		50,282
Capital contributions from limited partners	199.524	553,792	-	-	10.44	40,361
Redemptions by limited partners	(265.500)	(825,649)	(1,020.58)	(3,553,170)	(954.96)	(3,554,185)
Total (decrease) in net assets	(65.976)	(1,041,413)	(1,020.58)	(5,974,279)	(944.52)	(3,463,542)
Net assets at the beginning of the year	1,637.790	5,273,657	2,658.37	11,247,936	3,602.89	14,711,478
Net assets at the end of the year	1,571.814	$      4,232,244	1,637.79	$      5,273,657	2,658.37	$    11,247,936

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
For the Years Ended December 31, 2012, 2011 and 2010
		2012	2011		2010
Cash Flows from Operating Activities
Net increase (decrease) in net assets resulting from operations		$        (769,556)	$     (2,421,109)		$            50,282
Adjustments to reconcile net increase (decrease) in net assets from
	operations to net cash (used in) operating activities:
	Changes in operating assets and liabilities:
	(Increase) decrease in prepaid expenses	7,850	(3,726)		7,271
	(Increase) in subscription receivable	(7,263)
	Unrealized (appreciation) depreciation on investments	(107,207)	533,864		(647,664)
	Increase (decrease) in accrued commissions payable to related parties	11,024	(25,722)		(50,194)
	Increase (decrease) in other accrued liabilities	9,153	(1,007)		(9,314)
	Net cash (used in) operating activities	(855,999)	(1,917,700)		(649,619)
Cash Flows from Financing Activities
	Proceeds from sale of units, net of sales commissions	553,792	-		40,361
	Partner redemptions	(1,241,673)	(3,119,310)		(3,658,437)
	Net cash (used in) financing activities	(687,881)	(3,119,310)		(3,618,076)
	Net (decrease) in cash and cash equivalents	(1,543,880)	(5,037,010)		(4,267,695)
	Cash and cash equivalents, beginning of year	5,674,540	10,711,550		14,979,245
	Cash and cash equivalents, end of year	$      4,130,660	$      5,674,540		$    10,711,550
	End of period cash and cash equivalents consist of:
	Cash and cash equivalents at broker	$      1,143,185	$          662,202		$      4,513,906
	Treasury bills	1,999,905	3,999,691	(1)	4,999,789
	Cash and cash equivalents	987,570	1,012,647		1,197,855
	Total cash and cash equivalents	$      4,130,660	$      5,674,540		$    10,711,550
(1) The Fund maintains U.S. Treasury Bills generally with an original maturity of 90 days, which are classified as cash equivalents. For the year ended December 31, 2011, U.S. Treasury Bills had an original maturity greater than 90 days. Management has decided to present this balance as a cash equivalent for consistency purposes as the nature and use of this balance has remained constant. Further, proceeds from the maturity of the January 12, 2012 U.S. Treasury Bills were used to purchase U.S. Treasury Bills with a 90 day maturity, which were classified as cash equivalents.

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
December 31, 2012
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 Clarke Capital Management, Inc. ("Clarke").  Effective July 2004 the Fund began to sell issuer direct on a best efforts basis with no sales commissions.
	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.
	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

(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2012
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 years ended December 31, 2012 and 2011, the Fund did not have any Level 3 assets or liabilities.
	Derivative financial instruments, such as futures contracts, which are listed on a national exchange, are valued based on quoted prices from the exchange. To the extent these financial instruments are actively traded, and valuation adjustments are not applied, they are categorized in Level 1 of the fair value hierarchy.
	U.S. Treasury bills are valued at amortized cost, which management has determined approximates fair value.
	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 December 31, 2012 and 2011.
	Fair Value at December 31, 2012
	Description	Level 1	Level 2		Level 3		Total
	U.S. Treasury Bills	$                    -		$   1,999,905		$             -		$   1,999,905
	Exchange Traded - Futures Contracts	221,007		-		-		221,007
	Total	$       221,007		$   1,999,905		$             -		$   2,220,912
	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 2009 through 2012 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 years ended December 31, 2012, 2011 or 2010.

F-10

Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2012
3.  General Partner Duties
	The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, include executing and filing all necessary legal documents, statements and certificates of the Fund, retaining independent public accountants to audit the Fund, employing attorneys to represent the Fund, reviewing the brokerage commission rates to determine reasonableness, maintaining the tax status of the Fund as a limited partnership, maintaining a current list of names, addresses and numbers of units owned by each limited partner and taking such other actions as deemed necessary or desirable to manage the business of the 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, 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. Futures Investments Company ("FIC"), as selling agent, receives a 6% selling commission on new subscriptions calculated on the gross subscription amount. For the year ended December 31, 2012, selling commissions earned by FIC were $9,500.
	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 charged the following fees:
	The Corporate General Partner is entitled to a fixed annual brokerage commission of 11% of the prior months ending Net Asset Value plus actual commissions charged by the FCM for trades made on foreign exchanges and forward markets, if any. Prior to August 27, 2012, commissions were calculated on assets available for trading. The Corporate General Partner 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 years ended December 31, 2012, 2011 and 2010.
	As of April 12, 2012, Hamer began trading as the new CTA.  A quarterly incentive fee of 20% of "new net profits" is paid to Hamer.  Incentive fees earned by Hamer for the year ended December 31, 2012 were $11,045.
	As of April 12, 2012, a monthly management fee of 1% (annual rate) is paid to Hamer, calculated on the prior month end net assets assigned to the Hamer 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
December 31, 2012
6.  Related Party Transactions
	The Fund pays commissions to the Corporate General Partner and FIC, the introducing broker.  These related parties are 100% and 50%, respectively, owned by Michael Pacult. The Fund shares operating expenses with FIC. Related party transactions were as follows:
	Commissions included in expenses:
		For The Years Ended December 31,
		2012	2011	2010
	Corporate General Partner	$             180,570	$             352,405	$             470,434
	FIC	277,208	560,082	792,054
	Operating expenses shared with related party included in expenses:
		December 31,	December 31,
		2012	2011
	FIC	$                 1,641	$                 5,618
	Commissions included in accrued expenses:
		December 31,	December 31,
		2012	2011
	Corporate General Partner	$               15,947	$                 4,144
	FIC	5,646	6,425
	Accrued operating expenses shared with related party:
		December 31,	December 31,
		2012	2011
	FIC	$                 1,641	$                        -
	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
December 31, 2012
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 December 31, 2012 and December 31, 2011 these totaled $4,130,660 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 $80,929,443and $15,096,202  on long positions at December 31, 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 on open futures contracts at December 31, 2012 and December 31, 2011 were $221,007 and $113,800, respectively.
	Open contracts generally mature within three months of December 31, 2012.  The latest maturity for open futures contracts is in June 2013. 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
December 31, 2012
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 December 31, 2012 Fair Value	Liability Derivatives at December 31, 2012 Fair Value	Net
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized gain on open futures contracts	$                 342,590	$                (121,583)	$    221,007
			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 Years Ended December 31,
			Line Item in the Statement of Operations	2012	2011	2010
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net realized gain (loss) from investments and foreign currency transactions	$                   (219,391)	$                   (815,380)	$       811,949
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized appreciation (depreciation) on investments	$                    107,207	$                   (533,864)	$       647,664
	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
December 31, 2012
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
		For the Years Ended December 31,
		2012	2011	2010	2009	2008
	Performance per unit (1)
	Net unit value, beginning of the year	$       3,219.98	$       4,231.14	$       4,083.24	$       5,404.76	$       4,175.12
	Net realized and unrealized gain (loss) from
	investments and foreign currency	(85.56)	(557.75)	609.02	(753.79)	2,355.63
	Investment income	1.22	6.01	3.26	6.44	64.59
	Expenses	(443.05)	(459.42)	(464.38)	(574.17)	(1,190.58)
	Net increase (decrease) for the year	(527.39)	(1,011.16)	147.90	(1,321.52)	1,229.64
	Net unit value at the end of the year	$       2,692.59	$       3,219.98	$       4,231.14	$       4,083.24	$       5,404.76
	Net assets at the end of the year ($000)	$            4,232	$            5,274	$          11,248	$          14,711	$          22,691
	Total return before incentive fee	(16.16%)	(23.90%)	3.62%	(24.45%)	29.45%
	Incentive fee	(0.22%)	-	-	-	-
	Total return after incentive fee	(16.38%)	(23.90%)	3.62%	(24.45%)	29.45%
	Number of units outstanding at the end of the year	1,571.814	1,637.79	2,658.37	3,602.89	4,198.35
	Supplemental Data:
	Ratio to average net assets
	Net investment (loss) before incentive fee	(14.81%)	(12.63%)	(12.01%)	(11.89%)	(22.73%)
	Incentive fee	(0.25%)	-	-	-	-
	Net investment (loss) after incentive fee	(15.06%)	(12.63%)	(12.01%)	(11.89%)	(22.73%)
	Expenses before incentive fee	(14.85%)	(12.80%)	(12.09%)	(12.02%)	(24.03%)
	Incentive fee	(0.25%)	-	-	-	-
	Expenses after incentive fee	(15.10%)	(12.80%)	(12.09%)	(12.02%)	(24.03%)
	Total return was calculated based on the change in value of a unit during the period. Net realized and unrealized gain (loss) from investments and foreign currency is a balancing amount necessary to reconcile the change in net unit value. An individual member'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.

F-15

Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2012, 2011 and 2010
************************************************************************************************************************
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

EX-31

Exhibit 31.01

CERTIFICATION

I, Michael Pacult, do hereby certify that:

1. I have reviewed this annual report on Form 10-K 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) 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

President of Ashley Capital Management, Inc.

General Partner of the Registrant

Date:

April 1, 2013

EX-32

EXHIBIT 32.01

CERTIFICATION BY CHIEF EXECUTIVE OFFICER &

CHIEF FINANCIAL OFFICER

I, Michael Pacult, the Chief Executive Officer and Chief Financial Officer of Ashley Capital Management, Inc. as General Partner of Atlas Futures Fund, LP, certify that (i) the Form 10-K for the year ended December 31, 2012 of Atlas Futures Fund, LP fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-K for the year ended December 31, 2012 fairly presents, in all material respects, the financial condition and results of operations of Atlas Futures Fund, LP.

ATLAS FUTURES FUND, LP

By:

Ashley Capital Management, Inc., General Partner

By:

/s/ Michael Pacult

Michael Pacult

Chief Executive Officer &

Chief Financial Officer

Date:

April 1, 2013