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, 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 (I.R.S. Employer
incorporation 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 nine months ended
September 30, 2007 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. Up to the end of September, 2007, the Fund had granted powers to two
commodity trading advisors, Clarke Capital Management, Inc. and NuWave
Investment Corp. Clarke traded approximately 80% of the Fund's equity made
available for trading and NuWave traded the other 20%. During the last week
of September, 2007, the General Partner advised NuWave that, effective October
1, 2007, it would terminate the Advisory Agreement and Power of Attorney and
requested that NuWave liquidate all positions it had open on behalf of the
Fund as of the last business day of September, 2007, or as soon as practical
thereafter. See Subsequent Events, below. The commodity trading advisors
selected to trade for the Fund 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. During the third quarter, 2007, 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, below
for a description of fee changes due to the removal of NuWave.
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 August 14, 2007 (see Subsequent
Events, below) until the balance, as of September 30, 2007, of $1,672,535 in
face amount of Units are sold. As of September 30, 2007, of the $15,000,000
in Units registered, $13,327,465 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.
2
<page>
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 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 nine
months of 2007 was a profit of $3,567,668 and for the nine months of 2006 was
a profit of $1,479,351. 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.
Subsequent Events
On November 1, 2007, the Fund submitted post effective amendment no. 11 to its
registration statement, which became effective November 13, 2007. The Fund
will use the supplement to prospectus contained therein along with its
prospectus dated August 14, 2007 to continue its offering. The supplement
advises of the removal of NuWave Investment Corp. as commodity trading advisor
and the termination of its Advisory Agreement and Power of Attorney as of
October 1, 2007. The management and incentive fees paid to NuWave are,
accordingly, no longer paid. Clarke Capital Management, Inc. remains the sole
trading advisor to the Fund.
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 of the
Fund, under the actions of its sole principal, Mr. Michael Pacult, carried out
an evaluation 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.
3
<page>
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 that occurred in the quarter ended
September 30, 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 the FCM, as described below.
At any given time, MF Global Inc. ("MFG"), formerly known as Man Financial Inc
("MFI"), is involved in numerous legal actions and administrative proceedings,
which in the aggregate, are not, as of the date of this Report, expected to
have a material effect upon its condition, financial or otherwise, or to the
services it will render to the partnership. There have been no
administrative, civil or criminal proceedings pending, on appeal or concluded
against MFG or its principals within the five years preceding the date of this
Report that MFG would deem material for purposes of Part 4 of the Regulations
of the Commodity Futures Trading Commission, except as follows:
MFI has 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. MFI has informed the general
partner that in acting as executing and clearing broker for PAAF it was not
responsible for its losses, that it has denied the material allegations of the
complaint, that it has brought in third party defendants (one of which has
been made a primary defendant), that it will move for summary judgment and
will otherwise vigorously defend the litigation. The Receiver and MFG are in
active settlement discussions in an attempt to resolve the matter before
trial. Further, the outcome of the Litigation should not materially affect
MFG or its ability to perform as a clearing broker. The Commodity Futures
Trading Commission ("CFTC") is also investigating the events involving PAAF's
losses and MFG's relationship to PAAF. To date, the CFTC has not brought any
action against the MFG.
On February 20, 2007, MFI settled a CFTC administrative proceeding (In the
Matter of Steven M. Camp and Man Financial Inc, CFTC Docket No. 07-04) in
which MFI 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 MFI. 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, MFI agreed to pay restitution to customers amounting to
$196,900.44 and a civil monetary penalty of $120,000. MFI 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.
Neither of the above events will interfere with the ability of the FCM to
perform its duties on behalf of the Fund.
4
<page>
Item 1A. Risk Factors
There have been no material changes from risk factors as previously disclosed
in the Fund's 2006 Form 10-K, as amended. 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
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, 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: November 19, 2007
5
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Index to the Financial Statements
Page
Report of Independent Registered Public Accounting Firm F-2
Statements of Assets and Liabilities as of September 30, 2007 and
December 31, 2006 F-3
Schedule of Investments - Cash and Securities - September 30, 2007 F-4
Schedule of Investments - Futures Contracts - September 30, 2007 F-5
Schedule of Investments - Cash and Securities - December 31, 2006 F-6
Schedule of Investments - Futures Contracts - December 31, 2006 F-7 - F-8
Statements of Operations for the Three and Nine Months Ended
September 30, 2007 and 2006 F-9
Statements of Changes in Net Assets for the Nine Months Ended
September 30, 2007 and 2006 F-10
Statements of Cash Flows for the Nine Months Ended
September 30, 2007 and 2006 F-11
Notes to Financial Statements F-12 - F-18
Affirmation of Commodity Pool Operator F-19
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 statement of assets and liabilities,
including the schedules of investments, of ATLAS FUTURES FUND, LIMITED
PARTNERSHIP as of September 30, 2007 and the related statement of operations
for the three and nine months ended September 30, 2007 and 2006, and the
statements of changes in net assets and cash flows for the nine months ended
September 30, 2007 and 2006. 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.
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.
As discussed in Note 11 to the financial statements, the three months and nine
months ended September 30, 2006 financial statements have been restated to
correct a misstatement.
/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
November 18, 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>
September 30, December 31,
2007 2006
(A Review)
Assets
Investments
Equity in commodity futures trading accounts:
Cash and cash equivalents $17,419,036 $15,435,188
Net unrealized gain on open futures contracts 285,400 1,933,681
Total brokerage cash equivalents and investments 17,704,436 17,368,869
Interest receivable 48,804 -
Prepaid fees 18,038 -
Cash 217,994 56,030
Total assets 17,989,272 17,424,899
Liabilities
Partner redemptions payable 259,172 166,223
Accrued commissions payable to related parties 494 8,013
Management fees payable 21,165 15,541
Incentive fee payable 579,381 219,487
Other accrued liabilities 9,200 849
Total Liabilities 869,412 410,113
Net assets $17,119,860 $17,014,786
Analysis of Net Assets
Limited partners' $17,119,860 $17,014,786
General partners' - -
Net assets (equivalent to $3,815.84 and $3,489.87 per unit) $17,119,860 $17,014,786
Partnership units outstanding
Limited partners' units outstanding 4,486.53 4,875.48
General partner units outstanding - -
Total partnership units outstanding 4,486.53 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
September 30, 2007
(A Review)
<table>
<s> <c> <c> <c>
Fair Value
Description Local Currency U.S. Dollars Percent
Cash and cash equivalents in trading accounts:
United States Markets 17,149,393 $17,149,393 98.45%
Total cash and cash equivalents
denominated in U. S. Dollars 17,149,393 98.45%
Cash denominated in foreign currency:
Euro Markets - Euro 105,748 150,850 0.86%
British Pound Markets - GBP 29,796 58,893 0.34%
Australian Dollar Markets - AUD 10,064 8,937 0.05%
Hong Kong Dollar Markets - HKD 318,850 41,030 0.24%
Japanese Yen Markets - JPY 1,140,000 9,933 0.06%
Total cash denominated in foreign currency 269,643 1.55%
Total cash and cash equivalents $17,419,036 100.00%
</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
September 30, 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
US Dollar denominated commodity futures positions held long:
CBOT Corn Dec 2007 136 22,700 $22,700
NY Heating Oil Nov 2007 65 5,733 5,733
LME Alum Oct 2007 7 (51,845) (51,845)
LME Alum Nov 2007 6 7,790 7,790
LME Alum Dec 2007 1 435 435
LME Copper Oct 2007 1 5,827 5,827
LME Copper Dec 2007 2 3,175 3,175
IPE Gas Oil Dec 2007 65 107,250 107,250
IMM Euro Dlr Mar 2008 65 (6,500) (6,500)
IMM Euro FX Dec 2007 71 207,675 207,675
Total United States Commodity Futures Positions 302,240 302,240
Total commodity futures positions held long 302,240
US Dollar denominated commodity futures positions held short:
LME Alum Oct 2007 7 11,517 11,517
LME Alum Nov 2007 6 (163) (163)
LME Alum Dec 2007 1 (3,206) (3,206)
LME Copper Oct 2007 1 (23,771) (23,771)
LME Copper Dec 2007 2 (58) (58)
Total United States commodity futures positions held short (15,680) (15,681)
Euro commodity futures positions held short:
LIF 3M Euribor Dec 2007 65 (813) (1,159)
Total Euro commodity futures positions held short (813) (1,159)
Total commodity futures positions held short (16,840)
Net commodity futures positions $285,400
</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>
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> <c> <c>
Three Months Ended September 30,Nine Months Ended September 30,
2007 2006 2007 2006
(Restated) (Restated)
Investment income
Interest income $191,578 $185,790 $561,691 $511,365
Total investment income 191,578 185,790 561,691 511,365
Expenses
Commission expense 448,031 438,113 1,385,287 1,361,667
Management fees 21,164 12,603 63,946 37,676
Incentive fees 579,381 257,223 1,030,459 324,275
Professional accounting and legal fees 30,424 24,500 156,409 89,000
Other operating and administrative expenses 881 188 13,984 909
Total expenses 1,079,881 732,627 2,650,085 1,813,527
Net investment (loss) (888,303) (546,837) (2,088,394) (1,302,162)
Realized and unrealized gain (loss) from investments and
foreign currency
Net realized gain (loss) from:
Investments 2,265,090 1,216,750 3,989,256 1,879,864
Foreign currency transactions (759,005) (325,520) 1,226,693 (314,401)
Net realized gains from investments and
foreign currency transactions 1,506,085 891,230 5,215,949 1,565,463
Net increase (decrease) in unrealized appreciation
(depreciation) on:
Investments 148,727 276,430 (1,058,292) (73,997)
Translation of assets and liabilities in foreign currencies (47,423) (69,548) (589,989) (12,115)
Net increase (decrease) in unrealized appreciation
(depreciation) on investments and translation of assets
and liabilities in foreign currencies 101,304 206,882 (1,648,281) (86,112)
Net realized and unrealized income from investments
and foreign currency 1,607,389 1,098,112 3,567,668 1,479,351
Net increase in net assets resulting from operations $719,086 $551,275 $1,479,274 $177,189
Net income per unit for a unit outstanding throughout the
entire period
Limited partner $166.66 $111.40 $325.97 $44.99
General partner $- $- $- $-
</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>
Nine Months Ended September 30,
2007 2006
Increase in net assets from operations
Net investment (loss) $(2,088,394) $(1,302,162)
Net realized gain from investments and
foreign currency transactions 5,215,949 1,565,463
Net decrease in unrealized appreciation (depreciation) on
investments and translation of assets and liabilities in foreign currencies (1,648,281) (86,112)
Net increase in net assets resulting from operations 1,479,274 177,189
Capital contributions from limited partners 179,561 769,460
Distributions to limited partners (1,553,761) (929,023)
Total increase in net assets 105,074 17,626
Net assets at the beginning of the period 17,014,786 16,841,781
Net assets at the end of the period $17,119,860 $16,859,407
</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>
Nine Months Ended September 30,
2007 2006
Cash Flows from Operating Activities
Net increase in net assets resulting from operations $1,479,274 $177,189
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 on investments 1,648,281 86,114
(Increase) in interest receivable (48,804) (17,714)
(Increase) in prepaid fees (18,038) -
(Decrease) in accrued commissions payable (7,519) -
Increase in management fees and incentive fees payable 365,518 85,788
Increase (decrease) in other accrued liabilities 8,351 (50,007)
Net cash provided by operating activities 3,427,063 281,370
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions 179,561 769,460
Partner redemptions (1,460,812) (929,023)
Net cash (used in) financing activities (1,281,251) (159,563)
Net increase in cash and cash equivalents 2,145,812 121,807
Beginning cash and cash equivalents 15,491,218 16,910,682
Ending cash and cash equivalents $17,637,030 $17,032,489
End of year cash and cash equivalents consist of:
Cash and cash equivalents at broker $17,419,036 $16,992,456
Cash 217,994 40,033
Total cash and cash equivalents $17,637,030 $17,032,489
</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
September 30, 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 Partners,
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.
2. Significant Accounting Policies
Regulation - The Fund is a registrant with the Securities and Exchange
Commission (SEC) pursuant to the Securities Act of 1933 (the Act). The Fund is
subject to the regulations of the SEC and the reporting requirements of the
Securities and Exchange Act of 1934. The Fund 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.
Offering Costs and Organizational Expenses - 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 - Forward contracts, futures and other investments are
recorded on the trade date and are reflected in the statement of operations at
the difference between the original contract amount and the market value on
the last business day of the reporting period.
Market value of forward contracts, futures and other investments is based upon
exchange or other applicable closing quotations rerlated to the specific
positions.
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 is not required to provide a provision for income
taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.
Net Income Per Unit - Net income per unit is calculated based on one unit
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 periods ended
September 30, 2007 and December 31, 2006.
F-12
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
September 30, 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 Fund 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 Partners' 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 Partners 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 Partners 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 Partners 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
September 30, 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 Partners 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, a General Partner of the Fund, 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:
Nine Months Ended September 30,
2007 2006
Ashley Capital Management, Inc. $501,177 $432,958
Futures Investment Company 768,010 815,535
Total related party expenses $1,269,187 $1,248,493
Commissions and fees included in accrued expenses:
September 30, December 31,
2007 2006
Ashley Capital Management, Inc. 494 $8,013
Futures Investment Company - -
Total accrued expenses to related parties $494 $8,013
F-14
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
September 30, 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 Partners, 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 September 30, 2007 and 2006 partnership units were valued at $3,815.84
and $3,402.07 respectively.
Transactions in partnership units were as follows:
Units Amount
2007 2006 2007 2006
Limited Partner Units
Subscriptions 49.59 228.37 $179,561 $769,460
Redemptions (438.54) (289.53) (1,553,761) (929,023)
Total (388.95) (61.16) (1,374,200) (159,563)
General Partner Units
Subscriptions - - - -
Redemptions - - - -
Total - - - -
Total Units
Subscriptions 49.59 228.37 179,561 769,460
Redemptions (438.54) (289.53) (1,553,761) (929,023)
Total (388.95) (61.16) $(1,374,200) $(159,563)
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 September 30, 2007 and December 31,
2006 was $17,419,860 and $467,760, respectively, which equals approximately
101.7% and 2.7% of Net Asset Value, respectively. Cash exceeded Net Asset
Value because of accrued expenses and partner redemptions at September 30,
2007. Cash payments for these expenses are expected to be made prior to the
end of the next fiscal quarter. Prior to April, 2007, the Fund purchased
United States Treasury Bills as a form of margin and the Fund earned interest
on this margin. As of April, 2007, the Fund benefits from an arrangement with
the FCM whereby the FCM pays the Fund the daily Treasury Bill or LIBOR rate
minus 10 basis points on the net liquidity of the Fund. At September 30, 2007
and December 31, 2006, $0 and $14,967,428, respectively, was invested in U.S.
Treasury Bills, which approximates 0% 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
September 30, 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
$42,909,197 and $68,503,263 on long positions at September 30, 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 September 30,
2007 and December 31, 2006 were $285,400 and $1,933,681, respectively.
Open contracts generally mature within three months of September 30, 2007.
The latest maturity for open futures contracts is in March 2008. 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
September 30, 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. Subsequent Events
Effective October 1, 2007, NuWave Investment Corp. no longer serves as a
commodity trading advisor to the Fund. The General Partner gave the order to
NuWave to liquidate all trades as of the last business day of September, 2007.
Clarke Capital Management, Inc. now serves as the Fund's sole trading advisor.
All Fund fees and expenses remain unchanged, except that the management and
incentive fees to NuWave are no longer paid.
11. Correction of an Error
The statements of operations for both the three months and the nine months
ended September 30, 2006 have been revised after the discovery of an error in
previously reported financial statements for those two periods. Previously
reported realized gain (loss) on investments was understated by approximately
$113,000 in both periods. Previously reported Commissions expense was also
understated by approximately $113,000 in both periods. These revisions result
in increasing income and also increasing expenses. Accordingly, there is no
effect on changes in net assets due to operations for both of these periods.
The following sets forth the previously reported and restated amounts of
selected items within the statements of operations for both the three months
and the nine months ended September 30, 2006
<table>
<s> <c> <c> <c> <c> <c> <c>
Three Months Ended September 30, 2006 Nine Months Ended September 30, 2006
As Previously As Previously
Reported Adjustments Restated Reported Adjustments Restated
Commission expense $324,841 $113,272 $438,113 $1,248,492 $113,175 $1,361,667
Total expenses 619,355 113,272 732,627 1,700,352 113,175 1,813,527
Net investment (loss) (433,565) (113,272) (546,837) (1,188,987) (113,175) (1,302,162)
Net realized gain (loss) from:
Investments 779,658 437,092 1,216,750 1,420,441 459,423 1,879,864
Foreign currency transactions (1,700) (323,820) (325,520) 31,847 (346,248) (314,401)
Net realized gains from investments
and foreign currency transactions 777,958 113,272 891,230 1,452,288 113,175 1,565,463
Net increase (decrease) in unrealized
appreciation (depreciation) on:
Investments 206,882 69,548 276,430 (86,112) 12,115 (73,997)
Translation of assets and liabilities
in foreign currencies - (69,548) (69,548) - (12,115) (12,115)
Net realized and unrealized income from
investments and foreign currency $984,840 $113,272 $1,098,112 $1,366,176 $113,175 $1,479,351
</table>
F-17
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
September 30, 2007 and 2006
(A Review)
12. Financial Highlights
<table>
<s> <c> <c> <c> <c>
Three Months Ended September 30, Nine Months Ended September 30,
2007 2006 2007 2006
Performance per unit
Net unit value, beginning of period $3,649.18 $3,290.67 $3,489.87 $3,357.08
Net realized and unrealized gains on
commodity transactions 372.54 221.91 786.16 375.62
Investment and other income 44.40 37.54 123.77 129.84
Expenses (1) (250.28) (148.05) (583.97) (460.47)
Net increase for the period 166.66 111.40 325.97 44.99
Net unit value at the end of the period $3,815.84 $3,402.07 $3,815.84 $3,402.07
Net assets at the end of the period ($000) $17,120 $16,859 $17,120 $16,859
Total return (3) 4.57% 3.39% 9.34% 1.34%
Ratio to average net assets (4)
Investment and other income 1.17% 1.17% 3.31% 3.14%
Expenses (2) 6.57% 4.61% 15.60% 11.12%
</table>
(1) Includes brokerage commissions
(2) Excludes brokerage commissions
(3) Not Annualized
(4) Annualized for all periods
F-18
<page>
Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
September 30, 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 19-Nov-07
Michael Pacult Date
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-19
<page>