FORM 10-Q

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X]

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

For the quarterly period ended September 30, 2013

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

(State or other jurisdiction of incorporation

51-0380494

(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) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court.  

Yes [   ] No [   ] Not Applicable.

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.   Not Applicable.

Part 1 - FINANCIAL INFORMATION

Item 1.  Financial Statements.

The reviewed financial statements for the Registrant for the nine months ended September 30, 2013 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, 2012, 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 general partner maintained approximately 58% 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 42% 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.  As of October 1, 2013 the trading advisor is now paid a 25% quarterly incentive fee on New Net Profits and is no longer paid a annual management fee, as that term is defined in the Fund’s Prospectus.

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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 on August 27, 2012, the Units began to be offered and sold pursuant to its prospectus under similar terms to the previous offering; however, there is 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, $14,820,947 has been sold pursuant to registration statements since inception and, upon redemption by the holder, no Units will be resold.

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 through 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 $1,973.16 as of September 30, 2013.  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 September 30, 2013 and 2012, respectively, was (4.88)% and 0.80%.  The difference over the periods was primarily due to the difference in operational profits due to trading, which were (0.78)% and 4.76% 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 (4.10)% and (3.97)% for the same respective periods.  

The loss in registrant’s net asset value per unit during the nine months ended September 30, 2013 and 2012, respectively, was (26.72)% and (11.84)%.  Over the two nine month periods ended September 30, 2013 and 2012, operational losses due to trading were (15.89)% and (1.44)%, respectively, and operational losses due to

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expenses were (10.83)% and (10.43)%, respectively.  The increase in expenses as a percentage of beginning net unit value for the nine month period in 2013 and 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 nine months ended September 30, 2013 and 2012 were down from beginning to end of the period, and were (52.69)% and (17.62)%, respectively.  The decrease in net assets is due mainly to trading results, described above, redemptions and capital contributions.  Redemptions were $(1,374,940) and $(733,754) over the same respective periods ((32.49)% and (13.91)% of beginning net assets, respectively).  Capital contributions over the same respective periods were $116,093 and $352,301 (2.74% and 6.68%, respectively).  Accordingly, the primary factors in the higher decrease in net assets in the 2013 period versus the 2012 period were greater redemptions along with lower capital contributions in the 2013 period.

The Fund is charged fixed brokerage commissions of 11%, which are calculated on the Fund’s total net assets as of the end of the prior month and, therefore, vary according to monthly expenses, 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 the programs of both Clarke (currently not trading) and Hamer (currently the sole trader) 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.  Hamer achieved a New Net Profit in the three month period ended September 30, 2012, but not the first three month period in which it traded, which ended June 30, 2012.  Accordingly, for the three and nine months ended September 30, 2012, Hamer was paid an incentive fee of $11,045, or (0.26%) and (0.21%) of net assets as of the beginning of the respective three and nine month periods.  Hamer did not achieve a New Net Profit in the three and nine month periods ending September 30, 2013.

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.

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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 fund administrator 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 September 30, 2013 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 Markets LLC

Vision Financial Markets LLC, a Delaware limited liability company, is registered with the Commodity Futures Trading Commission as a futures commission merchant and is a member of the National Futures Association.  Vision is also a clearing member of the Chicago Mercantile Exchange, New York Mercantile Exchange and Chicago Board of Trade.   Vision is also a self-clearing securities broker/dealer registered with the Securities and Exchange Commission and holds memberships with the Chicago Board Options Exchange and the International Securities Exchange. Vision is a member of the Options Clearing Corporation, the Depository Trust Clearing Corporation, Financial Industry Regulatory Authority and Securities Investor Protection Corporation. Vision maintains its principal place of business at 4 High Ridge Park, Suite 100, Stamford, CT  06905, (203) 388-2700.

There have been no administrative, civil or criminal proceedings pending, on appeal or concluded against the futures commission merchant or its principals within the five years preceding the date of this prospectus that Vision would deem material for purposes of Part 4 of the Regulations of the Commodity Futures Trading Commission, except as follows:

On May 18, 2011, simultaneously with the issuance of a complaint by the NFA, Vision settled the matter and 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

4

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 May of 2013.

On September 11, 2013, the National Futures Association issued a complaint charging Vision with failure to observe just and equitable principals of trade, failure to maintain adequate records and make appropriate inquiries.  The complaint also charges Vision and two of its employees, Bruce Newman (“Newman”) and Steven Silver (“Silver”) with failure to supervise.  The matter involves a trade allocation procedure and reconciliation process employed by a Commodity Trading Advisor for the period prior to October 2011.  Vision, Newman and Silver intend to vigorously defend themselves in this matter.

On September 24, 2013, without admitting or denying the findings, Vision settled a matter with the Commodity Futures Trading Commission (“CFTC”).  Vision failed to diligently supervise its employees (CFTC Reg. 166.3) in the handling of a customer’s commodity interest account.  Specifically in May 2012, Vision failed to (1) aggregate customer’s multiple trading accounts when calculating customer’s speculative positions.  This resulted in a customer carrying positions exceeding the speculative limit in feeder cattle in its spot month during the last 10 days of trading. Additionally, (2) it was found that Vision did not use the proper delta in calculating the customer’s aggregate futures equivalent net positions because its back office software program had a software deficiency and that deficiency did not get fully resolved until January 2013.  Vision paid a $140,000 fine and agreed to a cease and desist from violating CFTC Reg. 166.3.

On September 27, 2013, without admitting or denying the findings, Vision settled a matter with the CFTC stemming from investments of segregated funds from August of 2008 through June of 2009.  Specifically, Vision is found to have failed to properly segregate customer securities by holding and maintaining the securities in Vision’s participant account at Depository Trust Company (“DTC”).  In this depository account, Vision, as a registered self- clearing broker dealer (“BD”) also holds and maintains its own securities and its BD customer’s securities. Additionally, it was found that the amount of the securities held from December 2008 through May 2009 caused Vision to be under-segregation and Vision did not file notice of this situation during that period.  Vision paid a monetary fine of $525,000 to the CFTC and agreed to cease and desist.

On October 1, 2013, a three person NFA Arbitration panel ruled and issued a decision in       a civil arbitration case (NFA Case #12ARB 55).  The claimant filed a cause of action (NFA Arbitration) on July 26, 2012 against Vision, its President and others alleging violations of the Anti-Fraud Provision of The Commodity Exchange Act, breach of fiduciary duty, violation of NFA Rule 2-2 (Fraud), violation of NFA Rule 2-3 (Sharing in Profits), violation of NFA Rule 2-4 (Just and Equitable Principals of Trade), common law fraud, negligent misrepresentation, negligence, breach of contract, and unauthorized trading.  The claimant sought $5,000,000 in compensatory and $10,000,000 in punitive damages.  After nine days of hearing near Washington DC, the following was issued.  The Arbitrators herewith rule that all claims of the claimant against Vision, et al, are denied and dismissed with prejudice.  All other relief requested by either party is denied and each party is to bear their own costs and fees as incurred.

ADM Investor Services, Inc.

ADM Investor Services, Inc. is registered with the Commodity Futures Trading Commission as a futures commission merchant and is a member of the National Futures Association.  ADM is a clearing member of most global futures exchanges and maintains its principal place of business at 141 West Jackson 1600A, Chicago, IL 60604, telephone (312) 242-7700.

There have been no administrative or criminal actions, whether pending or concluded, against ADM or any of its individual principals during the past five years which would be considered "material" as that term is defined in Section 4.24(l)(2) of the Regulations of the Commodity Futures Trading Commission, except the CFTC Order entered on March 26, 2009. In this order, the CFTC finds that during 2002 to 2004, ADM lacked adequate procedures concerning post execution allocation of bunched orders and that it allowed an account

5

manager to carry out post-execution allocations from one or more days after the day the trades were executed and that it failed to maintain certain records to identify orders subject to post execution allocation. The order imposes a remedial sanction of $200,000 and requires ADM to implement enhanced procedures for post execution allocation of trades.    In the September 30, 2013 order, the CFTC found that prior to July, 2001, ADMIS combined the funds of certain ADM affiliates with the funds of customers in violation of Section 4d(a)(2) of the Commodity Exchange Act and Commission Regulation 1.20(c). The order imposed a civil monetary penalty of $425,000.

The futures commission merchants act only as clearing brokers for the Fund’s futures accounts and as such they are paid commissions for executing and clearing trades.  The futures commission merchants have not passed upon the adequacy or accuracy of the Fund’s prospectus and will not act in any supervisory capacity with respect to the general partner or commodity trading advisor, as the case may be, nor participate in the management of the general partner or of the Fund or of the commodity trading advisor.  Therefore, investors should not rely on the futures commission merchants in deciding whether or not to participate in the Fund.

The futures commission merchants have represented to the general partner that that none of the events reported will now, or at any time in the future, interfere with their performance as the futures commission merchants for the Fund.

Item 1A. Risk Factors

There have been no material changes from risk factors as previously disclosed in the Fund’s 2012 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. Mine Safety Disclosures

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 September 30, 2013, to be signed on its behalf by the undersigned, thereunto duly authorized.

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Registrant:

Atlas Futures Fund, Limited Partnership

By Ashley Capital Management, Incorporated

It’s General Partner

By: /s/ Michael Peter Pacult

Mr. Michael Peter Pacult

Sole Director, Sole Shareholder,

President, and Treasurer of the

General Partner

Date: November 15, 2013

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Exhibit 31.01

CERTIFICATION

I, Michael Peter Pacult do hereby certify that:

1. I have reviewed this quarterly report on Form 10-Q of Atlas Futures Fund, Limited Partnership;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) 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 Peter Pacult

Mr. Michael Peter Pacult

Sole Director, Sole Shareholder,

President, and Treasurer of the

General Partner

Date: November 15, 2013

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EXHIBIT 32.01

CERTIFICATION BY CHIEF EXECUTIVE OFFICER &

CHIEF FINANCIAL OFFICER

I, Michael Peter Pacult, the Chief Executive Officer and Chief Financial Officer of Ashley Capital Management, Inc. as general partner of Atlas Futures Fund, L.P., certify that (i) the Form 10-Q for the period ended September 30, 2013 of Atlas Futures Fund, L.P. fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 and (ii) the information contained in the Form 10-Q for the period ended September 30, 2013 fairly presents, in all material respects, the financial condition and results of operations of Atlas Futures Fund, L.P.

ATLAS FUTURES FUND, LIMITED PARTNERSHIP

By: Ashley Capital Management, Inc., General Partner

By:

/s/ Michael Peter Pacult

Mr. Michael Peter Pacult

Chief Executive Officer &

Chief Financial Officer

Date: November 15, 2013

9

ATLAS FUTURES FUND, LIMITED PARTNERSHIP

(A Delaware Limited Partnership)

QUARTERLY REPORT

September 30, 2013

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 - September 30, 2013 (Unaudited)

F-4

Condensed Schedule of Investments - December 31, 2012 (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-18

Affirmation of the Commodity Pool Operator

F-19

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 reviewed the accompanying statements of assets and liabilities of Atlas Futures Fund, Limited Partnership, including the condensed schedule of investments, as of September 30, 2013, and the related statements of operations for the three and nine months ended September 30, 2013 and 2012, and the statements of changes in net assets and cash flows for the nine months ended September 30, 2013 and 2012.  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, 2012, 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 20, 2013, 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, 2012 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

October 30, 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

(Unaudited)

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

September 30, 2013

(Unaudited)

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, 2012

(Unaudited)

The accompanying notes are an integral part of the financial statements.

F-5

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Statement of Operations

(Unaudited)

The accompanying notes are an integral part of the financial statements.

F-6

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Statement of Changes in Net Assets

(Unaudited)

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)

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

September 30, 2013

(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").

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. See Note 11 Subsequent Events regarding the Fund's intent to withdraw its registration. 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.

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Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(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 nine months ended September 30, 2013 and the year ended December 31, 2012, 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 September 30, 2013 and December 31, 2012.  

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Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

2.  Significant Accounting Policies - Continued

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 2010 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 nine months ended September 30, 2013 or September 30, 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.

F-11

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

3.  General Partner Duties - Continued

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 nine months ended September 30, 2013, selling commissions earned by FIC were $636.

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.

F-12

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

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 Capital Management, Inc. ("Clarke") (former CTA) a quarterly incentive fee of 25% of "new net profits".  There were no incentive fees paid to Clarke for nine months ended September 30, 2012.

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 were $0 and $11,045 for the nine months ended September 30, 2013 and 2012, respectively.

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.

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:

F-13

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

6.  Related Party Transactions - Continued

In the normal course of business, the Fund has provided general indemnifications to the General Partner, its CTA and others when they act, in good faith, in the best interests of the Fund. The Fund is unable to develop an estimate for future payments resulting from hypothetical claims, but expects the risk of having to make any payments under these indemnifications to be remote.

7.  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 September 30, 2013 and December 31, 2012 these totaled $2,175,399 and $4,130,660, 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 $26,883,514 and $80,929,443  on long positions at September 30, 2013 and December 31, 2012, 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.

F-14

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

7.  Trading Activities and Related Risks - Continued

The net unrealized gain (loss) on open futures contracts at September 30, 2013 and December 31, 2012 were $(2,838) and $221,007, respectively.

Open contracts generally mature within three months of September 30, 2013.  The latest maturity for open futures contracts is in March 2014. However, the Fund intends to close all contracts prior to maturity.

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

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.

F-15

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

7.  Trading Activities and Related Risks – Continued

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.

F-16

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

9.  Derivative Financial Instruments and Fair Value of Financial Instruments - Continued

Notional amounts are equivalent to the aggregate face value of the derivative financial instruments.  Notional amounts do not represent the amounts exchanged by the parties to derivatives and do not measure the Fund’s exposure to credit or market risks.  The amounts exchanged are based on the notional amounts and other terms of the derivatives.

10.  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. Subsequent Events

“By the end of 2013, the General Partner intends to withdraw the Fund as a Publicly Registered Futures Fund, and file the Form D Notice of Exempt Offering of Securities registration statement with the Securities and Exchange Commission under a yet to be assigned registration number and will register unlimited units of Limited Partnership Interested under Regulation D of the Securities Act of 1933, as amended.

As of October 1, 2013, the General Partner has entered into an agreement with the Fund’s CTA, Hamer Trading, Inc., to change the annual management fee to 0% from 1%.  The agreement also states that the incentive fee will change from 20% to 25% effective October 1, 2013.”

12.  Financial Highlights

F-17

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

September 30, 2013

(Unaudited)

12.  Financial Highlights – Continued

Total return was 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-18

Atlas Futures Fund, Limited Partnership

Affirmation of Commodity Pool Operator

Nine Months Ended September 30, 2013 and 2012

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-19