-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SbZjoj/PLqi9LqYabWekA7HrR5FNW4Ec9xKRQVVddSmvmxKBC+tXWJ2LXn5Ykipk TfVCbay50Y+2bm0IG1wsug== 0000865549-99-000021.txt : 19990817 0000865549-99-000021.hdr.sgml : 19990817 ACCESSION NUMBER: 0000865549-99-000021 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19990630 FILED AS OF DATE: 19990816 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ATLAS FUTURES FUND LIMITED PARTNERSHIP CENTRAL INDEX KEY: 0000865549 STANDARD INDUSTRIAL CLASSIFICATION: [6221] IRS NUMBER: 510380494 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 333-53111 FILM NUMBER: 99691296 BUSINESS ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREEMONT STATE: IN ZIP: 46737 MAIL ADDRESS: STREET 1: 5916 N 300 WEST CITY: FREEMONT STATE: IN ZIP: 46737 10-Q 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 -------------- FORM 10-Q (Mark One) [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 1999 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ______________ to ______________ Commission file number ____333-61217______ Atlas Futures Fund, Limited Partnership --------------------------------------- (Exact Name of Registrant as Specified in Its Charter) Delaware 51-0380494 - ------- ---------- (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 5916 N. 300 West, Fremont, IN 46737 - ---------------------------------------- ----- (Address of Principal Executive Offices) (Zip Code) Registrant's Telephone Number, Including Area Code (219) 833-1505 - ------------------------------------------------------------------------ Former Name, Address and Fiscal Year, if Changed, Since Last Report No such changes occurred Indicate by check [X] 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 [ ] Part 1 - FINANCIAL INFORMATION Item 1. Financial Statements. The unaudited financial statements for the Registrant for the second quarter ended June 30, 1999, and year to date are attached hereto and made a part hereof. Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations. The Registrant has filed for public registration on Form S-1 of 7,000 Units of Limited Partnership Interests (the "Units"). The Partnership intends to assign the proceeds from the sale of Units to professional managers ("Commodity Trading Advisors" as that term is defined by the Commodity Exchange Act, 7 U.S.C. S1, et seq.) to engage in the business of trading commodities. No sales of Units have been made. All expenses have been paid from (i) the proceeds of subscription to Units by the General Partner and its principal, who is also the sole limited partner, and (ii) the advance of expenses by the General Partner and its Affiliates. The General Partner will be reimbursed for the expenses advanced. Sales of Units will commence at the price of $1,000 per Unit upon the effective date of its Registration Statement. The price was determined by the General Partner and has no relationship to the current or projected market value of the Units. All proceeds from the sale of Units will be deposited into escrow and no operations will commence until the face amount of $700,000 in Units is sold. After break of escrow and the commencement of operations, Units will continue to be sold at the month end market value after the addition of profits and deduction of losses and expenses, including reserves for contingent claims, until a total of $7,000,000 in Units are sold or the offering terminates. For complete details, see the Registration Statement on file with the Securities and Exchange Commission. Part II - OTHER INFORMATION Item 1. Legal Proceedings None Item 2. Changes in Securities None Item 3. Defaults Upon Senior Securities None Item 4. Submission of Matters to a Vote of Security Holders None Item 5. Other Information The Partnership tax return is in progress and is expected to be filed within the time permitted by the current extension. 1 Item 6. Exhibits and Reports on Form 8-K (a) None (b) No reports on Form 8-K SIGNATURES Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the period ended June 30, 1999, to be signed on its behalf by the undersigned, thereunto duly authorized. Registrant: Atlas Futures Fund, Limited Partnership By Ashley Capital Management, Incorporated Its General Partner By: /s/ Shira Del Pacult Ms. Shira Del Pacult Sole Director, Sole Shareholder, President and Treasurer Date: August 10, 1999 2 ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Development Stage Enterprise) BALANCE SHEET June 30, 1999 (Unaudited) ASSETS Cash $ 989 Offering expenses - estimated (Note 1) 49,200 Organization costs - estimated (Note 1) 2,800 -------- $52,989 ======== LIABILITIES AND PARTNERS' EQUITY Liabilities - Due to general partner $51,487 -------- Partners' capital - Limited partner (1 unit) As of January 1 823 Deficit accumulated during period (72) General partner (1 unit) As of January 1 824 Deficit accumulated during period (73) -------- Total Partners' capital 1,502 -------- $52,989 ======== The accompanying notes are an integral part of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Development Stage Enterprise) STATEMENT OF OPERATIONS FOR THE SIX MONTHS ENDED June 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- -------- REVENUES $_______ $_______ Total Revenues ________ ________ EXPENSES Bank charges 145 103 -------- -------- Total Expenses 145 103 -------- -------- NET LOSS $ (145) $ (103) ======== ======== NET LOSS - Limited partnership unit $ (72) $ (51) ======== ======== General partnership unit $ (73) $ (52) ======== ======== Total partnership units at June 30, 1999 and 1998 2 2 ======== ======== The accompanying notes are an integral part Of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Development Stage Enterprise) STATEMENT OF CASH FLOWS FOR THE SIX MONTHS ENDED June 30, 1999 AND 1998 (Unaudited) 1999 1998 -------- -------- CASH FLOWS FROM OPERATING ACTIVITIES Net loss $ (145) $ (103) Adjustments to reconcile net loss to net cash used in operating activities change in operating assets and liabilities Organization costs paid (225) -------- -------- Net Cash Used In Operating Activities (370) (103) -------- -------- CASH FLOWS FROM FINANCING ACTIVITIES Initial partner contributions 2,000 -------- -------- NET INCREASE (DECREASE) IN CASH (370) 1,897 CASH - Beginning of period 1,359 -------- -------- End of period $ 989 $ 1,897 ======== ======== SUPPLEMENTAL INFORMATION NON-CASH ACTIVITIES Organization and syndication costs incurred and paid by affiliate - estimated $ $52,000 ======== ======== The accompanying notes are an integral part Of the financial statements ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS June 30, 1999 (Unaudited) 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES Atlas Futures Fund, Limited Partnership (the Fund) was formed January 12, 1998 under the laws of the State of Delaware. The Fund expects to engage in the speculative trading of futures contracts in commodities. Ashley Capital Management, Inc. and Shira Pacult are the General Partners of Atlas Futures Fund, Limited Partnership. Ashley Capital Management, Inc. and Shira Pacult are also the commodity pool operators (CPOs) of the Fund. The commodity trading advisor (CTA) is expected to be Clarke Capital Management, Inc., who has the authority to trade so much of the Fund's equity as is allocated to it by the General Partners. The Partnership is in the development stage and its efforts through May 31, 1999 have been principally devoted to organizational activities. Income Taxes - In accordance with the generally accepted method of presenting partnership financial statements, the financial statements do not include assets and liabilities of the partners, including their obligation for income taxes an their distributive shares of the net income of the Fund or their rights to refunds on its net loss. Offering Expenses and Organizational Costs - Offering expenses are to be reimbursed to the General Partner upon the initial closing. Organizational costs are capitalized and amortized over sixty months on a straight line method starting when operations begin, payable from profits or capital subject to a 2% annual capital limitation. All organizational costs incurred to date have been capitalized and no amortization expense has yet been charged. Registering Costs - Costs incurred for the initial filings with Securities and Exchange Commission, Commodity Futures Trading Commission, National Futures Association (the "NFA") and the states where the offering is expected to be made are accumulated, deferred and charged against the gross proceeds of offering at the initial closing as part of the offering expenses. Recurring registration costs, if any, will be charged to expense as incurred. Revenue Recognition - Commodity futures contracts are recorded on the trade date and are reflected in the balance sheet at the difference between the original contract amount and the market value on the last business day of the reporting period. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS June 30, 1999 (Unaudited) 1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED Revenue Recognition - Continued Market value of commodity futures contracts is based upon exchange or other applicable market best available closing quotations. Use of Accounting Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts 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. Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers only cash and money market funds to be cash equivalents. Net cash provided by operating activities include no cash payments for interest or income taxes as of June 30, 1999. 2. GENERAL PARTNER DUTIES The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, includes 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 the names, addresses and numbers of units owned by each Limited Partner and taking such other actions as deemed necessary or desirable to manage the business of the Partnership. 3. THE LIMITED PARTNERSHIP AGREEMENT The Limited Partnership Agreement provides, among other things, that Capital Account - A capital account shall be established for each partner. The initial balance of each partner's capital account shall be the amount of the initial contributions to the partnership. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS June 30, 1999 (Unaudited) 3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED Monthly Allocations - Any increase or decrease in the Partnership's net asset value as of the end of a month shall be credited or charged to the capital account of each Partner in the ratio that the balance of each account bears to the total balance of all accounts. Any distribution from profits or partners' capital will be made solely at the discretion of the General Partners. Allocation of Profit and Loss for Federal Income Tax Purposes - As of the end of each fiscal year, the Partnership's realized capital gain or loss and ordinary income or loss shall be allocated among the Partners, after having given effect to the fees of the General Partners and the Commodity Trading Advisor and each Partner's share of such items are includable in the Partner's personal income tax return. Redemption - No partner may redeem or liquidate any units until after the lapse of six months from the date of the investment. Thereafter, a Limited Partner may withdraw, subject to certain restrictions, any part or all of his units from the partnership at the net asset value per unit on the last day of any month on ten days prior written request to the General Partner. A redemption fee payable to the partnership of a percentage of the value of the redemption request is charged during the first 24 months of investment pursuant to the following schedule: * 4% if such request is received ten days prior to the last trading day of the month in which the redemption is to be effective the sixth month after the date of the investment in the Fund. * 3% if such request is received during the next seven to twelve months after the investment. * 2% if such request is received during the next thirteen to eighteen months. * 1% if such request is received during the next nineteen to twenty-four months. * 0% thereafter. ATLAS FUTURES FUND, LIMITED PARTNERSHIP (A Development Stage Enterprise) NOTES TO FINANCIAL STATEMENTS June 30, 1999 (Unaudited) 4. FEES The Fund will be charged the following fees on a monthly basis as of the commencement of trading. * A management fee of 3% (annual rate) of the Fund's net assets allocated to the CTA to trade will be paid to it and 1% of equity will be paid to Ashley Capital Management, Inc. * An incentive fee of 15% of "new trading profits" will be paid to the CTA, "New trading profits" includes all income earned by the CTA and expense allocated to its activity. In the event that trading produces a loss, no incentive fees will be paid and all losses will be carried over to the following months until profits from trading exceed the loss. If multiple CTAs are engaged, it is possible for one CTA to be paid an incentive fee during a quarter or a year when the Fund experienced a loss. * The Fund will pay fixed commissions of 9% (annual rate) of assets assigned to be traded, payable monthly, to the introducing broker affiliated with the General Partners. The Affiliated Introducing Broker will pay the costs to clear the trades to the futures commission merchant and all PIT Brokerage costs which shall include the NFA and exchange fees. EX-27 2
5 3-MOS DEC-31-1999 MAR-31-1999 989 0 0 0 0 52,989 0 0 52,989 51,487 0 0 0 0 0 52,989 0 0 0 145 0 0 0 0 0 0 0 0 0 (145) 0 0
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