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 March 31, 2007
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 333-53111
Atlas Futures Fund, Limited Partnership
(Exact name of registrant as specified in its charter)
Delaware 51-0380494
(State or other jurisdiction of incorporation (I.R.S. Employer
or organization) Identification No.)
505 Brookfield Drive, Dover, DE 19901
(Address of principal executive offices, including zip code)
(800) 331-1532
(Registrant's telephone number, including area code)
(Former name, former address and former fiscal year,
if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2). Yes [ ] No [X]
Indicate by check mark whether the registrant is a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one): Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) f the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a
plan confirmed by a court. Yes [ ] No [ ] Not applicable.
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date. Not Applicable.
<page>
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The reviewed financial statements for the Registrant for the three months
ended March 31, 2007 are attached hereto 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. Currently, the Fund has granted powers to two commodity trading
advisors, Clarke Capital Management, Inc. and NuWave Investment Corp. Clarke
trades approximately 80% of the Fund's equity made available for trading and
NuWave trades the other 20%. The commodity trading advisors have sole
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 Fund assets 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 futures
commission merchants (brokers) who 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 Futures
Commission Merchant or Merchants that hold 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. The fixed costs of operation of the Fund include continuing
offering costs, a management fee to NuWave of a percentage based on the rate
of trading assigned by NuWave and approved by the General Partner of up to 3%
annually on the first $2,000,000 of equity and up to 2% annually on all
equity over $2,000,000, fixed brokerage commissions of 11%, and accounting
and legal fees that must be paid before the limited partners may earn a
profit on their investment. See Subsequent Events under this Item 2 for a
change to the Fund fee structure.
The Fund does not intend 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. The Registrant will continue to offer Units for sale to the public
via its fully amended and restated prospectus dated November 13, 2006 until
the balance, as of March 31, 2007, of $1,798,141 in face amount of Units are
sold. As of March 31, 2007, of the $15,000,000 in Units registered,
$13,201,859 has been sold and, upon redemption by the holder, will not be
resold. Absent the registration of additional Units, the Fund will be
capitalized at $15,000,000 subject to redemption of Units by the holders as
they request, which are expected to be honored by the General Partner.
An Investment in the Fund Depends upon Redemption of Fund Units
The Fund Units are not traded and they have no market value. Liquidity of an
investment in the Fund depends upon the credit worthiness of the exchanges,
brokers, and third parties of off exchange traded futures that hold Fund
equity or have a lien against Fund assets for payment of debts incurred.
Those parties must honor their
2
<page>
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 intends to allocate approximately
97% 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 results after payment and accrual of expenses for the first three
months of 2007 was a profit of $4,559 and for the three months of 2006 was a
loss of $1,809,446. The profits were generated by the commodity trading
advisors by methods that are proprietary to them. These results are not to
be construed as an expectation of similar profits in the future.
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.
Item 4. 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 Certified Public Accounting Firm and then are reviewed each
quarter and audited each year by a different independent CPA firm.
As of the end of the period covered by this report, the general partner
carried out an evaluation, under the supervision and with the participation
of the general partner's management, including its principal executive
officer and principal financial officer, Mr. Michael Pacult, of the
effectiveness of the design and operation of the Fund's disclosure controls
and procedures as contemplated by Rule 13a-15(e) or 15d-15(e) of the
Securities Exchange Act of 1934, as amended. Based on and as of the date of
that evaluation, Mr. Pacult concluded that the Fund's disclosure controls and
procedures are effective, in all material respects, in timely alerting them
to material information relating to the Fund required to be included in the
reports required to be filed or submitted by the Fund with the SEC under the
Exchange Act.
Internal Control over Financial Reporting
Each month, the general partner reviews the profit and loss statements for
the month and, once approved, each partner is sent a statement to disclose
total Fund performance and the amount in the partner's capital account.
Checks are paid for expenses only upon approval of invoices submitted to the
general partner or pursuant to standing authorizations for periodic fixed
expenses. Payment of a redemption is only upon receipt of a request form
signed by the person with authority over the limited partner's account. The
general partner balances the daily account information with the monthly
compilation and financial statements prepared by the independent CPA. There
was no change in the General Partner's internal control over financial
reporting applicable to the Fund identified in connection with the evaluation
required by paragraph (d) of Exchange Act Rules 13a-15 or 15d-15 in the
quarter
3
<page>
ended March 31, 2007 that has materially affected, or is 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 Man as described below.
At any given time, Man is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of the date
of filing of this 10-K, expected to have a material effect upon its
condition, financial or otherwise, or to the services it will render to the
Fund. There have been no material, administrative, civil or criminal
proceedings pending, on appeal or concluded against Man or its principals
within the five years preceding the date of this 10-K, except that Man has
recently been sued by the Receiver for Philadelphia Alternate Asset Fund
("PAAF") and associated entities for common law negligence, common law fraud,
violations of the Commodity Exchange Act and RICO violations (the
"Litigation"). The Receiver's claims for damages are not quantified in the
Complaint, but are believed to be substantial. Man has informed the Fund
that in acting as clearing broker for PAAF it was not responsible for its
losses and, among other things, has brought in a number of third party
defendants. Accordingly, it will deny the material allegations of the
Complaint, and will otherwise vigorously defend the Litigation. Further, the
outcome of the Litigation should not materially affect Man or its ability to
perform as a FCM for the accounts of the Fund. The Commodity Futures Trading
Commission ("CFTC") is also investigating the events involving PAAF's losses
and Man's relationship to PAAF. To date, the CFTC has not brought any action
against Man.
On February 20, 2007, Man settled a CFTC administrative proceeding (In the
Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in
which Man was alleged to have failed to supervise one of its former
associated persons (AP) who was charged with fraudulently soliciting
customers to open accounts at Man. The CFTC alleged that the former AP
misrepresented the profitability of a web-based trading system and of a
purported trading system to be traded by a commodity trading advisor.
Without admitting or denying the allegation, Man agreed to pay restitution to
customers amounting to $196,900.44 and a civil monetary penalty of $120,000.
Man also agreed to a cease and desist order and to strengthen its supervisory
system for overseeing sales solicitations by employees in connection with
accounts to be traded under letters of direction in favor of third party
system providers.
Item 1A. Risk Factors
There have been no material changes from risk factors as previously disclosed
in the Fund's 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. Submission of Matters to a Vote of Security Holders
None
4
<page>
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 March 31, 2007, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management, Incorporated
Its General Partner
By: /s/ Michael Pacult
Mr. Michael Pacult
Sole Director, Sole Shareholder,
President, and Treasurer of the General Partner
Date: May 21, 2007
5
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Three Months Ended March 31, 2007 and 2006
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Statements of Assets and Liabilities as of March 31, 2006 and
December 31, 2006 F-3
Schedule of Investments - Cash and Securities - March 31, 2007 F-4
Schedules of Investments - Futures Contracts - March 31, 2007 F-5
Schedule of Investments - Cash and Securities - December 31, 2006 F-6
Schedules of Investments - Futures Contracts - December 31, 2006 F-7 - F-8
Statements of Operations for the Three Months Ended
March 31, 2007 and 2006 F-9
Statements of Changes in Net Assets for the Three Months Ended
March 31, 2007 and 2006 F-10
Statements of Cash Flows for the Three Months Ended March 31,
2007 and 2006 F-11
Notes to Financial Statements F-12 - F17
Affirmation of Commodity Pool Operator F-18
F-1
<page>
Jordan, Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm
To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware
We have reviewed the accompanying statements of assets and liabilities of
ATLAS FUTURES FUND, LIMITED PARTNERSHIP, as of March 31, 2007, and the
related statements of operations, changes in net assets and cash flows for
the three months ended March 31, 2007. These financial statements are the
responsibility of the Fund'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.
The financial statements of ATLAS FUTURES FUND, LIMITED PARTNERSHIP for the
Three Months Ended March 31, 2006 were reviewed by other accountants whose
report dated May 10, 2006 stated that they were 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 as of
December 31, 2006 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 27, 2007, 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, 2006 is
fairly stated, in all material respects, in relation to the statement of
assets and liabilities from which it has been derived.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
May 15, 2007
300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
Phone: (847) 913-5400 * Fax: (847) 913-5435
F-2
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
<table>
<s> <c> <c>
March 31, December 31,
2007 2006
(A Review)
Assets
Investments
Equity in commodity futures trading accounts:
U.S. Treasury Bills (cost $14,916,738) $15,963,861 $14,967,428
Cash and cash equivalents denominated in U.S.
dollars (747,015) 696,781
Cash and cash equivalents denominated in foreign
currency 888,627 (229,021)
Cash and cash equivalents 16,105,473 15,435,188
Net unrealized gain on open futures contracts 824,829 1,933,681
Total brokerage cash equivalents and
investments 16,930,302 17,368,869
Cash 170,149 56,030
Total assets 17,100,451 17,424,899
Liabilities
Partner redemptions payable 109,646 166,223
Accrued commissions payable to related parties 11,990 8,013
Management fees payable 21,426 15,541
Incentive fees payable 192,018 219,487
Other accrued liabilities 18,019 849
Total Liabilities 353,099 410,113
Net assets $16,747,352 $17,014,786
Analysis of Net Assets
Limited partners' $16,747,352 $17,014,786
General partner - -
Net assets (equivalent to $3,490.17 and
$3,489.87 per unit) $16,747,352 $17,014,786
Partnership units outstanding
Limited partners' units outstanding 4,798.43 4,875.48
General partner units outstanding - -
Total partnership units outstanding 4,798.43 4,875.48
</table>
The accompanying notes are an integral part of the financial statements
F-3
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c> <c>
Fair Value
Description Maturity Date Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets (747,015) $(747,015) -4.64%
Total cash denominated in U. S. Dollars (747,015) -4.64%
Cash equivalents denominated in U.S. Dollars:
United States Treasury Bill April 2007 $100,000 99,641 99,641 0.62%
United States Treasury Bill April 2007 900,000 896,770 896,770 5.57%
United States Treasury Bill May 2007 1,000,000 993,590 993,590 6.17%
United States Treasury Bill May 2007 1,700,000 1,692,224 1,692,224 10.51%
United States Treasury Bill May 2007 1,800,000 1,790,100 1,790,100 11.11%
United States Treasury Bill June 2007 1,000,000 989,792 989,792 6.15%
United States Treasury Bill June 2007 9,600,000 9,501,744 9,501,744 59.00%
Total cash equivalents denominated in U.S.
Dollars $16,100,000 15,963,861 99.13%
Total cash and cash equivalents
denominated in U.S. Dollars 15,216,846 94.48%
Cash denominated in foreign currency:
Euro Markets - Euro 269,435 360,207 2.24%
British Pound Markets - GBP 290,988 572,876 3.56%
Australian Dollar Markets - AUD (163,587) (132,587) -0.82%
Hong Kong Dollar Markets - HKD 124,370 15,917 0.10%
Japanese Yen Markets - JPY 8,497,745 72,214 0.45%
Total cash denominated in foreign currency 888,627 5.53%
Total investments $16,105,473 100%
</table>
The accompanying notes are an integral part of the financial statements
F-4
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
March 31, 2007
(A Review)
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Bean Oil May 2007 156 89,190 $89,190
NYM RBOB Gas May 2007 52 454,272 454,272
IMM Australian Dollar June 2007 104 52,520 52,520
IMM Euro FX June 2007 52 (1,950) (1,950)
IMM Euro Dollar Dec 2007 52 (16,250) (16,250)
IPE Gas Oil May 2007 52 32,500 32,500
CBOT Soybeans May 2007 7 (4,113) (4,113)
CBT T-Note 10Y June 2007 25 (3,391) (3,391)
CBOT Silver May 2007 4 10,280 10,280
CME Cattle June 2007 8 (10,040) (10,040)
LME Aluminum US April 2007 3 3,418 3,418
LME Aluminum US May 2007 5 (2,664) (2,664)
LME Aluminum US June 2007 1 1,022 1,022
LME Copper US May 2007 1 16,444 16,444
IMM Australian Dollar June 2007 12 35,340 35,340
IMM British Pound June 2007 22 49,225 49,225
IMM Euro FX June 2007 13 21,013 21,013
IMM Euro Dollar December 2007 1 25 25
Total United States Commodity
Futures Positions 726,841 726,841
Japanese commodity futures positions held long:
SMX Nikkei June 2007 15 2,710,000 23,030
Total Japanese commodity futures
positions held long 2,710,000 23,030
Euro commodity futures positions held long:
EURX E-Bund June 2007 12 (16,220) (21,684)
DTB DAX Index June 2007 1 9,688 12,952
Total European commodity futures
positions held long (6,532) (8,732)
British commodity futures positions held long:
NEW FTSE 100 June 2007 2 4,930 9,706
LIF Long Gilt June 2007 4 (6,370) (12,541)
LIF 3M STG IR December 2007 31 (3,875) (7,629)
Total British commodity futures
positions held long (5,315) (10,464)
Total commodity futures
positions held long 730,675
United States commodity futures positions held short:
CBT Wheat May 2007 52 51,350 51,350
CSC Sugar 11 May 2007 208 92,131 92,131
CBOT Corn July 2007 2 1,725 1,725
CSC Sugar 11 May 2007 13 4,637 4,637
CSC Coffee C July 2007 5 (356) (356)
LT Crude June 2007 1 (3,060) (3,060)
NY Heating Oil May 2007 1 (6,212) (6,212)
NY Natural Gas May 2007 2 (6,130) (6,130)
NYM RBOB Gas May 2007 5 (2,453) (2,453)
LME Aluminum US April 2007 3 (8,116) (8,116)
NYC Cotton July 2007 15 (3,870) (3,870)
IMM Canadian Dollar June 2007 10 (13,500) (13,500)
IMM Japanese Yen June 2007 15 (469) (469)
LME Copper May 2007 1 (28,331) (28,331)
Total United States commodity
futures positions held short 77,346 77,346
Australian commodity futures positions held short:
SFE 3Y T-Bond June 2007 104 12,628 10,235
SYD T-Bill 90D Sept 2007 52 1,241 1,006
SFE SPI 200 June 2007 2 (11,450) (9,280)
SFE 10Y T-Bond June 2007 15 18,498 14,993
Total Australian commodity futures
positions held short 20,917 16,954
Euro commodity futures positions held short:
LIF 3M Euribor December 2007 49 12,138 16,227
MONEP CAC40 April 2007 6 (12,796) (17,107)
LIF 3M Euribor December 2007 4 550 734
Total Euro commodity futures
positions held short (108) (146)
Total commodity futures
positions held short 94,154
Net commodity futures
positions $824,829
</table>
The accompanying notes are an integral part of the financial statements
F-5
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Cash and Securities
December 31, 2006
<table>
<s> <c> <c> <c> <c> <c> <c> <c>
Fair Value
Description Maturity Date Cost Face Value Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
Cash denominated in U. S. Dollars:
United States Markets 696,781 $696,781 4.51%
Total cash denominated in U. S. Dollars 696,781 4.51%
Cash equivalents denominated in U.S. Dollars:
United States Treasury Bill March 2007 $10,373,181 $10,500,000 10,395,342 10,395,342 67.35%
United States Treasury Bill March 2007 987,967 1,000,000 990,051 990,051 6.41%
United States Treasury Bill January 2007 790,010 800,000 797,417 797,417 5.17%
United States Treasury Bill February 2007 1,777,843 1,800,000 1,790,777 1,790,777 11.60%
United States Treasury Bill February 2007 987,738 1,000,000 993,841 993,841 6.44%
Total cash equivalents denominated in
U.S. Dollars $14,916,738 $15,100,000 14,967,428 96.97%
Total cash and cash equivalents
denominated in U.S. Dollars 15,664,209 101.48%
Cash denominated in foreign currency:
Euro Markets - Euro 165,260 218,102 1.41%
British Pound Markets - GBP (178,240) (349,136) -2.26%
Australian Dollar Markets - AUD (197,553) (155,958) -1.01%
Hong Kong Dollar Markets - HKD 124,370 15,989 0.10%
Japanese Yen Markets - JPY 4,997,745 41,982 0.27%
Total cash denominated in foreign currency (229,021) -1.48%
Total investments $15,435,188 100.00%
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts
December 31, 2006
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Soybeans March 2007 55 29,562 $29,562
CBT Bean Meal March 2007 110 24,570 24,570
CSC Coffee C March 2007 55 46,744 46,744
CBOT Corn March 2007 5 4,038 4,038
CBOT Wheat March 2007 13 (2,025) (2,025)
CBT T Note 10Y March 2007 10 (7,813) (7,813)
CBOT Gold February 2007 1 (1,320) (1,320)
CSC Coffee C March 2007 8 (4,688) (4,688)
05 LME Alum US March 2007 1 125 125
08 LME Alum US March 2007 1 (556) (556)
IMM AU Dollar March 2007 7 2,425 2,425
IMM B-Pounds March 2007 12 3,075 3,075
IM Canadian $ March 2007 2 (2,410) (2,410)
IMM Euro FX March 2007 11 (750) (750)
IMM Euro DLR September 2007 53 (15,900) (15,900)
EMINI S&P 500 March 2007 2 150 150
Total United States Commodity Futures Positions 75,227
Japanese commodity futures positions held long:
SMX Nikkei March 2007 17 6,865,000 57,667
Total Japanese commodity futures positions held long 57,667
Euro commodity futures positions held long:
Eurex E-Bund March 2007 11 (13,540) (17,869)
Total European commodity futures positions held long (17,869)
British commodity futures positions held long:
NEW FTSE 100 March 2007 2 810 1,587
Total British commodity futures positions held long 1,587
Total commodity futures positions held long 116,612
United States commodity futures positions held short:
CMX HG Copper March 2007 110 483,088 483,088
NY Natural Gas March 2007 55 647,350 647,350
IMM J YEN March 2007 55 29,563 29,563
CBOT Soybeans March 2007 11 (11,825) (11,825)
CBOT Silver March 2007 1 (380) (380)
NY LT Crude February 2007 10 24,370 24,370
NY Heating Oil February 2007 8 6,023 6,023
NY Natural Gas February 2007 4 15,930 15,930
NYM RBOB Gas February 2007 5 (9,891) (9,891)
21 LME CO February 2007 1 13,739 13,739
05 LME Copper US March 2007 1 16,357 16,357
14 LME Copper US March 2007 1 12,825 12,825
NYC Cotton March 2007 14 (5,355) (5,355)
IMM J YEN March 2007 23 47,831 47,831
Total United States commodity futures positions held short 1,269,625
Australian commodity futures positions held short:
SYD T Bill 90D June 2007 165 2,627 2,074
SFE 3Y T-Bond March 2007 55 8,929 7,049
SFE 10Y T-Bond March 2007 11 5,820 4,594
Total Australian commodity futures positions held short 13,717
</table>
The accompanying notes are an integral part of the financial statements
F-7
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Schedule of Investments - Futures Contracts, Continued
December 31, 2006
<table>
<s> <c> <c> <c> <c>
Fair Value
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts, con't.
British commodity futures positions held short:
LIF Long GILT March 2007 220 192,500 $377,069
LIF 3M STG IR June 2007 55 3,438 6,733
LIF Long GILT March 2007 11 18,120 35,493
LIF 3M STG IR September 2007 20 (1,250) (2,449)
Total British commodity futures positions held short 416,846
Euro commodity futures positions held short:
LIF 3m EURIBOR March 2007 110 3,438 4,537
Eurex EUROBOBL March 2007 55 33,000 43,552
EURX E-Bund March 2007 55 35,200 46,455
EURO E-Schatz March 2007 55 15,125 19,961
LIF 3M EURIBOR September 2007 16 1,800 2,376
Total Euro commodity futures positions held short 116,881
Total commodity futures positions held short 1,817,069
Net commodity futures positions $1,933,681
</table>
The accompanying notes are an integral part of the financial statements
F-8
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Investment income
Interest income $193,511 $151,595
Total investment income 193,511 151,595
Expenses
Commission expense 476,121 463,943
Management fees 21,426 12,546
Incentive fees 192,018 -
Professional accounting and legal fees 82,112 32,994
Other operating and administrative expenses 5,084 1,524
Total expenses 776,761 511,007
Net investment (loss) (583,250) (359,412)
Realized and unrealized gain (loss) from investments and
foreign currency
Net realized gain (loss) from:
Investments 437,626 (1,554,961)
Foreign currency transactions 1,259,035 20,247
Net realized gains (losses) from investments and
foreign currency transactions 1,696,661 (1,534,714)
Net increase (decrease) in unrealized appreciation
(depreciation) on:
Investments (540,664) 84,680
Translation of assets and liabilities in foreign currencies (568,188) -
Net increase (decrease) in unrealized appreciation
(depreciation) on investments and translation of
assets and liabilities in foreign currencies (1,108,852) 84,680
Net realized and unrealized income (loss) from
investments and foreign currency 587,809 (1,450,034)
Net increase in net assets resulting from
operations $4,559 $(1,809,446)
</table>
The accompanying notes are an integral part of the financial statements
F-9
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Increase (decrease) in net assets from operations
Net investment (loss) $(583,250) $(359,412)
Net realized gains (losses) from investments and
foreign currency transactions 1,696,661 (1,534,714)
Net increase (decrease) in unrealized appreciation
(depreciation) on investments and translation of assets
and liabilities in foreign currencies (1,108,852) 84,680
Net increase (decrease) in net assets resulting from
operations 4,559 (1,809,446)
Capital contributions from limited partners 53,789 233,439
Distributions to limited partners (325,782) (276,971)
Total (decrease) in net assets (267,434) (1,852,978)
Net assets at the beginning of the period 17,014,786 16,841,781
Net assets at the end of the period $16,747,352 $14,988,803
</table>
The accompanying notes are an integral part of the financial statements
F-10
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
(A Review)
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Cash Flows from Operating Activities
Net increase in net assets resulting from operations $4,559 $(1,809,446)
Adjustments to reconcile net increase in net assets from
operations to net cash provided by (used in) operating
activities:
Changes in operating assets and liabilities:
Unrealized appreciation (depreciation) on investments 1,108,852 (92,344)
Increase (decrease) in accrued commissions payable 3,977 (35,694)
Increase (decrease) in accrued management and incentive
fees (21,584) (171,493)
Increase (decrease) in other payables and accruals 17,170 438
Net cash provided by (used in) operating activities 1,112,974 (2,108,539)
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions 53,789 233,439
Partner redemptions (382,359) (229,245)
Net cash provided by (used in) financing activities (328,570) 4,194
Net increase (decrease) in cash and cash equivalents 784,404 (2,104,345)
Beginning Cash and cash equivalents 15,491,218 16,910,682
Ending Cash and cash equivalents $16,275,622 $14,806,337
End of year cash and cash equivalents consist of:
Cash and cash equivalents at broker $16,105,473 $14,800,499
Cash 170,149 5,838
Total cash and cash equivalents $16,275,622 $14,806,337
</table>
The accompanying notes are an integral part of the financial statements
F-11
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
1. Nature of the Business
Atlas Futures Fund, Limited Partnership (the "Fund") was formed January 12,
1998 under the Delaware Uniform Limited Partnership Act. The Fund is engaged
in the speculative trading of futures contracts in commodities, which
commenced in October, 1999. Ashley Capital Management, Inc.("Ashley") and
Michael Pacult are the General Partners and the commodity pool operators
("CPO's") of the Fund. The registered commodity trading advisors ("CTA's")
are Clarke Capital Management, Inc. ("Clarke"), which has served as CTA since
commencement of Fund business, and NuWave Investment Corp. ("NuWave"), which
became a CTA effective February, 2005. The CTA's have the authority to trade
as much of the Fund's equity as is allocated to them by the General Partner,
which is currently estimated to be 99% of total equity. Prior to July, 2004,
the principal selling agent was Futures Investment Company ("FIC"), which is
controlled by Michael Pacult and his wife. Effective July, 2004 the Fund
began to sell issuer direct on a best efforts basis with no sales
commissions.
The Fund is a registrant with the Securities and Exchange Commission (SEC)
pursuant to the Securities Act of 1933 (the Act). The Fund is subject to the
regulations of the SEC and the reporting requirements of the Securities and
Exchange Act of 1934. The Fund and its General Partners are 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 General Partners are also subject to the rules of the
National Futures Association that requires commodity pool operators and the
requirements of various commodity exchanges where the Fund executes
transactions. Additionally, the Fund is subject to the terms of the
contracts it has entered with the futures commission merchants and rules of
the 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 - Costs incurred for the initial filings with the
Securities and Exchange Commission, National Association of Securities
Dealers, Inc. 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 expense. 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 - 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.
Interest income is recognized when it is earned.
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 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.
Income Taxes - The Fund, a regulated investment company, is not required to
provide a provision for income taxes. Each partner is individually liable for
the tax on its share of income or loss. The Fund may be subject to state and
local taxes in jurisdictions in which it operates. The Fund prepares a
calendar year information tax return
Net Income Per Unit - Net income per unit is calculated based on the
weighted average number of units outstanding during the period.
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers cash, money market funds and the market value of U.S. Treasury
Bills to be cash equivalents. Net cash provided by operating activities
include no cash payments for interest or income taxes for the years ended
December 31, 2006 and 2005.
F-12
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
2. Significant Accounting Policies - Continued
Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation. Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated
into U.S. dollar amounts on the respective dates of such transactions.
The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held. Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.
Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received
or paid. Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.
3. General Partner Duties
The responsibilities of the General Partners include all aspects of the
management of the Fund. Specifically, they perform the duties of a commodity
pool operator as that term is defined in the Commodity Exchange Act, 7 USC 1,
et seq. They employ the CTA's to direct the trading and investment activity
of the Fund, which include, if appropriate, to suspend all trading, to
execute and to file all necessary legal documents, statements and
certificates of the Fund, to retain independent public accountants to audit
the Fund, to employ attorneys to represent the Fund, to review the brokerage
commission rates to determine reasonableness, to maintain the tax status of
the Fund as a limited partnership, to maintain a current list of names,
addresses and numbers of units owned by each Limited Partner and to take such
other actions as deemed necessary or desirable to manage the business of the
Partnership.
If the daily net unit value of the partnership falls to less than 50% of
the highest value earned through trading at the close of any month, then the
General Partner will immediately suspend all trading, provide all limited
partners with notice of the reduction and give all limited partners the
opportunity, for fifteen days after such notice, to redeem partnership
interests. No trading will commence until after the lapse of the fifteen day
period.
4. Limited Partnership Agreement
The Limited Partnership Agreement provides, among other things, that:
Capital Account - A capital account shall be established for each partner.
The initial balance of each partner's capital account shall be the amount of
the initial contributions to the 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.
Federal Income Tax Allocations - 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 and
expenses of the Fund.
Subscriptions - Investors must submit subscription agreements and funds at
least five business days prior to month end. Subscriptions must be accepted
or rejected by the General Partner within five business days. The investor
also has five business days to withdraw his subscription. Funds are deposited
into an interest bearing subscription account and will be transferred to the
Fund's account on the first business day of the month after the subscription
is accepted. Interest earned on the subscription funds will accrue to the
account of the investor.
Redemptions - 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. Effective January 1, 2004, redemption penalties are no longer
charged.
F-13
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
5. Fees
Effective January 1, 2005, the Fund was charged the following fees:
A monthly brokerage commission of 11% (annual rate) of the Fund's assets on
deposit with the futures commission merchant to the Fund's Corporate General
Partner. The Corporate General Partner was responsible for payments of
brokerage commission and fees to the futures commission merchant.
A quarterly incentive fee of 25% of "new net profits" was paid to the sole
CTA.
Effective February 1, 2005, the Fund added a new CTA, NuWave. NuWave's
quarterly incentive fee was 20% of "new net profits" and also received a
monthly management fee of 2% (annualized) on the first $2,000,000 in
allocated equity and 1% on the allocated equity above $2,000,000. NuWave was
allocated $2,000,000 in equity on February 1, 2005.
Effective February 6, 2006, the Corporate General Partner began paying 4%
of the 11% of received brokerage commissions to FIC for serving as
introducing broker to the Fund.
Effective December 1, 2006, the Fund changed the monthly management fee to
NuWave to a percentage based on the rate of trading assigned by NuWave and
approved by the General Partner of up to 3% (annualized) on the first
$2,000,000 in allocated equity and up to 2% on the allocated equity above
$2,000,000. The incentive fee of 20% remains unchanged.
The Corporate General Partner reserves the right to change the fee
structure at its sole-discretion.
6. Related Party Transactions
The Fund has an agreement to pay commissions and fees to two related
parties, Ashley Capital Management, the Fund's General Partner and Futures
Investment Company, the introducing broker. These related parties are 100%
owned by Michael Pacult, the Fund's CPO. Related party commissions and fees
were as follows:
Commissions and fees included in expense:
Three Months Ended March 31,
2007 2006
Ashley Capital Management, Inc. $172,098 $271,020
Futures Investment Company 269,165 181,259
Total related party expenses $441,263 $452,279
Commissions and fees included in accrued expenses:
Three Months Ended March 31,
2007 2006
Ashley Capital Management, Inc. $10,557 $8,013
Futures Investment Company 1,433 -
Total accrued expenses to related
parties $11,990 $8,013
F-14
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
6. Related Party Transactions, Continued
Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. 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. Partnership Unit Transactions
As of March 31, 2007 and 2006 partnership units were valued at $3,490.17
and $3,000.59 respectively.
Transactions in partnership units were as follows:
Units Amount
2007 2006 2007 2006
Limited Partner Units
Subscriptions 14.79 69.44 $53,789 $233,439
Redemptions (91.84) (90.95) (325,782) (276,971)
Total (77.05) (21.51) (271,993) (43,532)
General Partner Units
Subscriptions - - - -
Redemptions - - - -
Total - - - -
Total Units
Subscriptions 14.79 69.44 53,789 233,439
Redemptions (91.84) (90.95) (325,782) (276,971)
Total (77.05) (21.51) $(271,993) $(43,532)
8. Trading Activities and Related Risks
The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. 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 and Treasury Bills in trading accounts are
pledged as collateral for commodities 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 and the futures
commission merchant, establish
minimum margin requirements for each traded contract. The futures
commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general,
the amount of required margin should never
fall below 10% of the Net Asset Value. The cash deposited in trading
accounts at March 31, 2007 and December 31,
2006 was $141,612 and $467,760, respectively, which equals approximately
0.8% and 2.7% of Net Asset Value, respectively.
The Fund also purchases United States Treasury Bills as a form of margin.
At March 31, 2007 and December 31, 2006,
$15,963,861 and $14,967,428, respectively, was invested in U.S. Treasury
Bills, which approximates 95.3% and 88.0% of
Net Asset Value, respectively.
F-15
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
8. Trading Activities and Related Risks, Continued
Trading in futures contracts involves entering into contractual commitments
to purchase or sell a particular commodity at a specified date and price. The
gross or face amount of the contract, which is typically many times that of
the Fund's net assets being traded, significantly exceeds the Fund's future
cash requirements since the Fund intends to close out its open positions
prior to settlement. As a result, the Fund is generally subject only to the
risk of loss arising from the change in the value of the contracts. The
market risk is limited to the gross or face amount of the contracts held of
approximately $96,468,045 and $68,503,263 on long positions at March 31, 2007
and December 31, 2006, respectively. However, when the Fund enters into a
contractual commitment to sell commodities, it must make delivery of the
underlying commodity at the contract price and then repurchase the contract
at prevailing market prices or settle in cash. Since the repurchase price to
which a commodity can rise is unlimited, entering into commitments to sell
commodities exposes the Fund to unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and
volatility of interest rates, foreign currency exchange rates, the
diversification effects among the derivative instruments the Fund holds and
the liquidity and inherent volatility of the markets in which the Fund
trades.
The net unrealized gains on open commodity futures contracts at March 31,
2007 and December 31, 2006 were $824,829 and $1,933,681, respectively.
Open contracts generally mature within three months of March 31, 2007. The
latest maturity for open futures contracts is in December, 2007. However, the
Fund intends to close all contracts prior to maturity.
Credit risk is the possibility that a loss may occur due to the failure of
a counter party to perform according to the terms of a contract.
The Fund has a substantial portion of its assets on deposit with financial
institutions. In the event of a financial institution's insolvency, recovery
of Fund deposits may be limited to account insurance or other protection
afforded deposits.
The Fund has established procedures to actively monitor market risk and
minimize credit risk although there can be no assurance that it will succeed.
The basic market risk control procedures consist of continuously monitoring
open positions, diversification of the portfolio and maintenance of a
desirable margin-to-equity ratio. The Fund seeks to minimize credit risk
primarily by depositing and maintaining its assets at financial institutions
and brokers which it believes to be creditworthy.
F-16
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
March 31, 2007 and 2006
(A Review)
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 financial
condition 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 financial condition at fair value at the
reporting date. Realized and unrealized changes in fair values are
recognized in net investment gain (loss) in the period in which the changes
occur. Interest income arising from trading instruments is included in the
statement of operations as part of interest income.
Notional amounts are equivalent to the aggregate face value of the
derivative financial instruments. Notional amounts do not represent the
amounts exchanged by the parties to derivatives and do not measure the Fund's
exposure to credit or market risks. The amounts exchanged are based on the
notional amounts and other terms of the derivatives.
10. Financial Highlights
<table>
<s> <c> <c>
Three Months Ended March 31,
2007 2006
Performance per unit (5)
Net unit value, beginning of the year $3,489.87 $3,357.08
Net realized and unrealized gains and (losses) on
commodity transactions 120.84 (285.15)
Investment and other income 39.99 30.09
Expenses (1) (160.53) (101.43)
Net increase (decrease) for the period 0.30 (356.49)
Net unit value at the end of the period $3,490.17 $3,000.59
Net assets at the end of the year ($000) $16,747 $14,989
Total return (3) 0.01% -10.62%
Ratio to average net assets (4)
Investment and other income 1.12% 3.79%
Expenses (2) -1.75% -1.18%
</table>
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not Annualized
(4) Annualized for all periods
(5) Investment and other income and expenses are calculated using the
average number of units outstanding during the year. Net realized and
unrealized gains and losses on commodity transactions is a balancing amount
necessary to reconcile the change in net unit value.
F-17
<page>
Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
March 31, 2007 and 2006
(A Review)
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult 5-21-07
Michael Pacult Date
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-18
<page>