SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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 March 31, 2002
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
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0380494
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5916 N. 300 West, Fremont, IN 46737
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (219) 833-1505
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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 first quarter
ended March 31, 2002, and audited results for the calendar year 2001 are
attached hereto and made a part hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
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 trading of commodity futures and options markets through the
services of its commodity trading advisor, Clarke Capital Management, Inc.
The Units are sold through the broker dealer selected by the General Partner,
Futures Investment Company, at the Net Asset Value per Unit as of the close
of business on the last day of the month in which subscriptions are received
by the General Partner.
The Registrant will continue to offer Units for sale to the public via its
fully amended and restated prospectus dated August 10, 2001 until the total
amount of registered securities, $15,000,000, is sold or the offering
terminates.
To obtain a return of invested capital or appreciation, if any, purchasers of
Units must look solely to the redemption feature of the Partnership or to the
General Partner, in its sole judgment, to elect to make distributions. There
is no current market for the Units sold and none is expected to develop nor
is the General Partner expected to make distributions.
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
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 March 31, 2002, 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 of the
General Partner
Date: May 15, 2002
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
FOR THE THREE MONTHS ENDED
MARCH 31, 2002 AND 2001
( A Review)
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware
We have reviewed the balance sheet, including
the schedule of investments, of ATLAS FUTURES FUND, LIMITED PARTNERSHIP as of
March 31, 2002 and the related statements of operations, partners' equity and
cash flows for the three months ended March 31, 2002 and 2001. These
financial statements are the responsibility of the Partnership's management.
We conducted our review in accordance with
standards established by the American Institute of Certified Public
Accountants. A review of interim financial information consists principally
of applying analytical procedures to financial data and making inquires of
persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with
auditing standards generally accepted in the 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 the financial statements
referred to above for them to be in conformity with accounting principles
generally accepted in the United States.
We have previously audited, in accordance with
auditing standards generally accepted in the United States, the balance
sheet, including the schedule of investments, of ATLAS FUTURES FUND, LIMITED
PARTNERSHIP as of December 31, 2001 and the related statements of operations,
partner's equity and cash flows for the year then ended (not presented
herein); and in our report dated February 16, 2002, we expressed an
unqualified opinion on these financial statements. In our opinion, the
information set forth in the accompanying balance sheet as of December 31,
2001 is fairly stated, in all material respects, in relation to the balance
sheet from which it has been derived.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: May 9, 2002 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEETS
MARCH 31, 2002 AND DECEMBER 31, 2001
ASSETS
March 31,
2002 December 31,
(A Review) 2001
Cash (Note 7) $ 104,905 $ 32,224
United States Treasury Obligations (Note 6) 3,186,451 3,185,359
Accrued interest receivable 9,090 10,229
Due from limited partners 124,985
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 1,860,841 2,659,778
Net unrealized gains on open commodity
futures contracts (Note 8) 395,771 122,096
$5,557,058 $6,134,671
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued trading commissions payable 19 2,803
Accrued management fees payable 8,922 10,074
Accrued accounting and auditing fees payable 2,725 8,542
Sales commissions payable 10,794
Partner redemptions payable 63,782
Total Liabilities 75,448 32,213
PARTNERS' CAPITAL
Limited partners -
( 4,975.8 and 5,186.28 units) 5,481,610 6,102,458
General partner - ( 0 units) (Note 2)
Total Partners' Capital 5,481,610 6,102,458
$5,557,058 $6,134,671
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(A Review)
2002 2001
REVENUES
Realized gain (loss) on trading futures $(547,627) $767,326
Realized (loss) on exchange rate fluctuations (8,335) (4,648)
Change in unrealized gain (loss) on open
commodity futures contracts 273,675 (918,524)
Interest income 21,167 62,544
Redemption penalty 1,509 1,104
Total Revenues (259,611) (92,198)
EXPENSES
Commissions 107,344 106,827
Management fees 28,583 26,845
Professional accounting and legal fees 18,561 22,225
Other operating and administrative expenses 250 1,746
Total Expenses 154,738 157,643
NET (LOSS) $(414,349) $(249,841)
NET (LOSS)
Limited partnership unit $ (81.34) $ (54.60)
General partnership unit $ $
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(A Review)
2002 2001
Amount Units Amount Units
Beginning balance-
December 31 $6,102,458 5,186.28 $5,557,782 4,434.40
Partner additions 47,031 41.09 308,398 262.82
Partner withdrawals (253,530) (251.57)
Syndication costs paid (7,468)
Net Loss (414,349) (249,841)
Ending Balance -
March 31 $5,481,610 4,975.80 $5,608,871 4,697.22
2002 2001
Value per unit $1,101.65 $1,194.08
Total partnership units 4,975.80 4,697.22
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
FOR THE THREE MONTHS ENDED MARCH 31, 2002 AND 2001
(A Review)
2002 2001
CASH FLOWS FROM OPERATING ACTIVITIES
Net (loss) $(414,349) $(249,841)
Adjustments to reconcile net income (loss) to
net cash provided by (used in) operating
activities -
Changes in operating assets and liabilities -
Equity in Commodity Futures Trading Accounts 525,262 478,775
Accrued interest receivable 1,139 9,886
U.S. Treasury Obligations (1,092) (257,533)
Accrued commissions payable (13,578) (17,539)
Management and incentive fees payable (1,152) (317,426)
Accounting and auditing fees payable (5,817) (1,783)
Net Cash Provided By (Used In)
Operating Activities 90,413 (355,461)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 47,031 308,398
Syndication and registration costs (7,468)
Proceeds due from limited partners 124,985 117,322
Cash partner redemptions (189,748) (27,591)
Net Cash Provided By (Used In)
Financing Activities (17,732) 390,661
NET INCREASE IN CASH 72,681 35,200
CASH
Beginning of period 32,224 560
End of period $104,905 $35,760
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
March 31, 2002
(A Review)
Contracts Value
United States Commodity Futures Position Held Long
20 April '02 Gas Oil $ 34,000
20 May '02 Soybean Meal 8,200
21 May '02 Soybeans 29,663
60 May '02 Crude Oil 109,040
40 May '02 NY #2 Heating Oil 54,747
60 June '02 Gold 27,000
65 June '02 Mexican Peso 34,937
Total United States Commodity Futures Positions 297,587
Japanese Commodity Futures Positions, Held Long
40 February '03 Gold 3,619
20 March '03 Corn 1,508
Total Japanese Commodity Futures Positions 5,127
Total Commodity Futures Positions Held Long 302,714
United States Commodity Futures Positions, Sold Short
20 June '02 U.S. Treasury Bonds (8,750)
20 June '02 10-Year Treasury Notes (4,063)
20 June '02 2-Year Treasury Notes 7,188
22 May '02 Corn 8,800
20 April '02 Live Cattle 3,400
41 June'02 Lean Hogs 35,260
Total United States Commodity Futures Positions 41,835
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
March 31, 2002
(A Review)
Contracts Value
European Commodity Futures Positions, Sold Short
43 June '02 5-Year German Euro- Government Bond $ 43,046
British Commodity Futures Positions, Sold Short
40 June '02 Long Gilt 8,176
Total Commodity Futures Positions Sold Short 93,057
Net Commodity Futures Positions 395,771
3,200,000 United States Treasury Bills 3,186,451
Cash in Trading Accounts
United States Markets 1,473,846
Canadian Markets (33,784)
Euro Dollar Markets 358,331
British Pound Markets 78,549
Japanese Yen Markets 4,152
Australian Dollar Markets (20,254)
Total Cash in Trading Accounts 1,860,840
Total Investments $5,443,062
The accompanying notes are an integral part
of the financial statements
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
(A Review)
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 is engaged in the
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. is the general partner and
commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership.
The commodity trading advisor (CTA) is Clarke Capital Management, who has the
authority to trade so much of the Fund's equity as is allocated to it by the
General Partner.
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 on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering 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.
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.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
(A Review)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
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 used in operating activities includes no cash payments
for interest or income taxes for the three months ended March 31, 2002 and
2001.
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, including suspending all
trading, 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.
In addition, the general partners held a financial interest in the
partnership until June 30, 2000, at which time the investment was redeemed.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, the
following:
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's
net asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made
solely at the discretion of the General Partners.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
(A Review)
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
Allocation of Profit and Loss for Federal Income Tax Purposes - As of
the end of each fiscal year, the Partnership's 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 Partner and the Commodity Trading
Advisors 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 with 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 sixth month after the date of the partner's investment in the Fund.
3% if such request is received during the seventh to twelfth month
after the investment
2% if such request is received during the thirteenth to eighteenth
month.
1% if such request is received during the nineteenth to twenty-fourth
month.
0% thereafter.
4. FEES
The Fund is charged the following fees on a monthly basis since the
commencement of trading.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
(A Review)
4. FEES - CONTINUED
A management fee of 3% (annual rate) of the Fund's net assets
allocated to each CTA to trade will be paid to each CTA and 1% of equity to
the Fund's General Partner. Effective November 1, 2000, the management fee
allocated to each CTA was decreased to 0% (annual rate) and the management
fee allocated to the Fund's General Partner was increased to 2% (annual rate)
of the Fund's net assets.
An incentive fee of 20% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by each CTA and
expense allocated to his 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. It is
possible for one CTA to be paid an incentive fee during a quarter of a year
when the Fund experienced a loss. Effective November 1, 2000, the incentive
fee increased to 25% of "new trading profits."
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 Partner. 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.
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated in foreign
currencies. Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled. Exchange rate fluctuation gain or loss is reflected when
residual amounts of foreign currencies are reconverted to U. S. dollars.
6. PLEDGED ASSETS
The U. S. Treasury Obligations and Cash in trading accounts are
pledged as collateral for commodities trading on margin.
7. CONCENTRATIONS
The Fund maintains its cash balances at a high credit quality
financial institution. The balances may, at times, exceed federally insured
credit limits.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
MARCH 31, 2002 AND 2001
(A Review)
8. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities. The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values at March 31. Open commodity contracts had gross contract value of
$46,151,728 on long positions and $10,786,581 on short positions at March 31,
2001. Open commodity contracts had gross contract value of $9,930,482 on
long positions and $20,136,027 on short positions at March, 2002.
Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position. The unrealized gain on open commodity futures contracts at March
31, 2002 and 2001 was $395,771 and $456,828, respectively.