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, 2008
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 a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
definition of large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [X] Smaller Reporting Company[ ]
Indicate by check mark whether the registrant is a shell company (as defined
in Rule 12b-2 of the Act).
Yes [ ] No [X]
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents and
reports required to be filed by Sections 12, 13 or 15(d) 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, 2008 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. 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. The commodity trading advisors selected to trade
for the Fund have discretion to select the trades and do not disclose the
methods they use to make those determinations in their disclosure documents or
to the Fund or general partner. There is no promise or expectation of a fixed
return to the partners. The partners must look solely to trading profits for
a return their investment as the interest income is expected to be less than
the fixed expenses to operate the Fund.
Assets
The 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. See Subsequent Events, below for a description in
how Fund assets are held. 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 first quarter 2008, the fixed costs of operation of
the Fund include continuing offering costs, 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.
The Fund has not in the past and does not intend in the future to borrow from
third parties. Its trades are entered pursuant to a margin agreement with the
futures commission merchant which obligates the fund to the actual loss, if
any, without reference or limit by the amount of cash posted to secure the
trade. The limited partners are not personally liable for the debts of the
Fund, including any trading losses. The Registrant will continue to offer
Units for sale to the public via its fully amended and restated prospectus
dated August 14, 2007 as supplemented November 13, 2007 until the balance, as
of March 31, 2008, of $1,518,903 in face amount of Units are sold. As of
March 31, 2008, of the $15,000,000 in Units registered, $13,481,097 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 is subject to ongoing offering and operating expenses; however,
profits or losses are primarily generated by the commodity trading advisor by
methods that are proprietary to it. These results are not to be construed as
an expectation of similar profits in the future.
The Limited Partnership Agreement grants solely to the General Partner the
right to select the trading advisor or advisors and to otherwise manage the
operation of the Fund. The CTAs selected are responsible for the selection of
trades. As evidenced by the increase in per unit value disclosed above, the
CTAs have been successful. See the Registration Statement, incorporated by
reference herein, for an explanation of the operation of the Fund.
The initial start-up costs attendant to the sale of Units by use of a
Prospectus which has been filed with the Securities and Exchange Commission
are substantial. The results of the partial year 1999, the years 2000 through
2007, and the three months ended March 31, 2008 reflect the absorption of
these costs by the Fund.
The Fund's realized and unrealized trading gains (losses) before commissions
were $3,382,295 [$754.45 per Unit] and $587,809 [$120.84 per Unit] for the
three months ended March 31, 2008 and March 31, 2007, respectively. The
Fund's results after payment and accrual of expenses for the three months
ended March 31, 2008 and March 31, 2007 were profits (losses) of $2,049,905
[$456.85 per Unit] and $4,559 [$0.30 per Unit], respectively. The net asset
value ("NAV") per Unit as of March 31, 2008, was $4,631.97, an increase of
32.7% from the March 31, 2007 NAV per Unit of $3,490.17. The increase
includes the intervening quarters of 2007.
The above described performance was primarily due to the trading of the
commodity trading advisors that have traded for the Fund via their proprietary
methods with the balance of the income from interest earned on deposits. If a
large movement occurs in a sector that a trading advisor trades, such as
agriculture, financials, metals or softs, it does not necessarily mean that
the trading advisor will engage in trades that capture such moves.
Accordingly, market movements and conditions are not necessarily correlated
with Fund performance. Past performance is not necessarily indicative of
future results.
Registrant's average net assets during the three months ended March 31, 2008
were approximately $19,250,532, an increase of 11.90% over average net assets
during the three months ended March 31, 2007 of $17,203,962. The increase
includes increases made during the intervening quarters of 2007. The
increases in average net assets during the comparative three month periods
were primarily due to the effects of investment returns generated by the
commodity trading advisor. Net additions (withdrawals) for the three months
ended March 31, 2008 and March 31, 2007 were $(326,201) and $(271,993),
respectively.
3
<page>
Interest income is earned on the Fund's assets, either through investment in
short term cash instruments or through its deposits with the clearing broker.
Interest income to the Fund varies monthly according to interest rates,
trading performance, subscriptions and redemptions. Interest income for the
three months ended March 31, 2008 was $88,023, a 54.51% decrease over the
interest income for the three months ended March 31, 2007 of $193,511. The
decrease in interest income for the comparative three month periods was
primarily due to significantly reduced short term interest rates.
Brokerage commissions of 11% are calculated on the Fund's Net Asset Value as
of the end of each month and therefore, vary according to monthly trading
performance, subscriptions and redemptions. Commissions for the three months
ended March 31, 2008 were $534,749, a 12.31% increase over the commissions for
three months ended March 31, 2007 of $476,121. The increase in commissions
for the comparative three month periods was primarily due to increased average
net asset levels.
Pursuant to the Trading Advisory Agreement, the Fund paid a management fee to
a trading advisor that no longer trades for the Fund, which was calculated on
the net asset value of the equity allocated to it to trade as of the end of
each month, and therefore, was affected by monthly trading performance,
subscriptions and redemptions. See Note 5 to the financial statements herein
for the historical management fee amounts. The trading advisor was removed as
of October 1, 2007; accordingly, there were no management fees paid for the
three months ended March 31, 2008. Management fees for the three months ended
March 31, 2007 were $21,426.
Pursuant to the Trading Advisory Agreement, the Fund pays a quarterly
incentive fee to each trading advisor that has traded for the Fund. See Note
5 to the financial statements herein for the current and historical incentive
fees. Trading advisor incentive fees during the three months ended March 31,
2008 and March 31, 2007 were $831,418 and $192,018, respectively. The amounts
are directly related to the trading performance of the trading advisors.
Operating expenses include accounting, audit, tax, and legal fees, as well as
printing and postage costs related to reports sent to limited partners.
Operating expenses during the three months ended March 31, 2008 and March 31,
2007 were $54,246 and $87,196, respectively. The decrease over the
comparative three month periods was primarily due to changes in accountants
that were in progress during the prior period.
Inflation has had no material impact on the operations or on the financial
condition of the Fund from inception through March 31, 2008.
Subsequent Events
On March 19, 2008, the Fund sent notice to the limited partners to advise that
(i) effective April 1, 2008, the Fund would have the right to diversify its
cash equity for trading from being solely on deposit with clearing brokers to
deposits at the brokers as well as in the name of the Fund outside of the
clearing brokers in short term Treasury Bills and/or cash management funds
holding only U.S. Treasuries; (ii) effective April 1, 2008, brokerage
commissions that are currently charged as a percentage of assets on deposit
with the clearing broker will be charged upon the assets intended to be used
as equity for trading regardless of where they are deposited and what short-
term investment is utilized, (iii) all other terms of the Fund's prospectus
remain the same, and (iv) the above change in investment procedures will not
increase the costs charged 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. See the Fund's Registration Statement and prospectus contained therein,
incorporated herein, for a full description of the risks attendant to Fund
business.
4
<page>
Item 4T. Controls and Procedures
Disclosure Controls and Procedures
The Registrant has adopted procedures in connection with the operation of its
business including, but not limited to, the review of account statements sent
to the General Partner before the open of business each day that disclose the
positions held overnight in the Fund accounts, the margin to hold those
positions, and the amount of profit or loss on each position, and the net
balance of equity available in each account. The Fund brokerage account
statements and financial books and records accounts are prepared by an
independent CPA Firm and then are reviewed each quarter and audited each year
by a different independent CPA firm.
The General Partner of the Fund, under the actions of its sole principal,
Michael Pacult, has evaluated the effectiveness of the design and operation of
its disclosure controls and procedures (as defined in the Securities Exchange
Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund as of the
end of the period covered by this Report. Based on their evaluation, Mr.
Pacult has concluded that these disclosure controls and procedures are
effective.
Changes in Internal Control over Financial Reporting
There were no changes in the General Partner's internal control over financial
reporting during the quarter ended March 31, 2008 that have materially
affected, or are reasonably likely to materially affect, internal control over
financial reporting applicable to the Fund.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
There have been no legal proceedings against the Fund, its General Partner,
the CTA, the IB or any of their Affiliates, directors or officers. The FCM,
MF Global Inc. ("MFG"), (MFG was formerly known as Man Financial Inc. ("MFI")
until the change of name to MFG was effected on July 19, 2007), has had the
following described reportable events, none of which, in the opinion of the
FCM, is material to the performance of the FCM on behalf of the Fund's
account:
MF Global Inc. ("MFG") is registered under the Commodity Exchange Act, as
amended, as a futures commission merchant and a commodity pool operator, and
is a member of the National Futures Association in such capacities. In
addition, MFG is registered with the Financial Industry Regulatory Authority
as a broker-dealer. MFG was formerly known as Man Financial Inc. ("MFI")
until the change of name to MFG was effected on July 19, 2007. MFG is a
member of all major U.S. futures exchanges and most major U.S. securities
exchanges. MFG's main office is located at 717 Fifth Avenue, 9th Floor, New
York, New York 10022-8101. MFG's telephone number at such location is (212)
589-6200.
At any given time, MFG is involved in numerous legal actions and
administrative proceedings, which in the aggregate, are not, as of March 20,
2008, 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 Memorandum that MFI would deem material for purposes of Part 4 of
the Regulations of the Commodity Futures Trading Commission, except as
follows:
In May, 2006, MFI was 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"). In December, 2007, without admitting any liability of any
party to the Litigation to any other party to the Litigation, the Litigation
was settled with MFI agreeing to pay $69 million, plus $6 million of legal
expenses, to the Receiver, in exchange for releases from all applicable
parties and the dismissal of the Litigation with prejudice. In a related
action, MFI settled a CFTC administrative proceeding (In the Matter of MF
Global, f/k/a Man Financial Inc., and Thomas Gilmartin) brought by the CFTC
against MFI and one of its employees for failure to supervise and
recordkeeping violations. Without admitting or denying the allegations, MFI
agreed to pay a civil monetary penalty of $2 million and accepted a cease and
desist order. MFI has informed the General Partner, the Trading Advisor and
the Placement Agent that the settlements referenced above will not materially
affect MFG or its ability to perform as a clearing broker.
5
<page>
On February 20, 2007, MFI also 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.
The Fund is not aware of any threatened or potential claims or legal
proceedings to which the Fund is a party or to which any of its assets are
subject. The Fund has no involvement in the claims against the FCM described
above.
Item 1A. Risk Factors
There have been no material changes from risk factors as previously disclosed
in the Fund's 2007 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
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
6
<page>
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, 2008, 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 20, 2008
7
<page>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
THREE MONTHS ENDED MARCH 31, 2008
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
505 Brookfield Drive
Dover, Kent County, Delaware 19901
<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 F-3
Schedule of Investments - Cash and Securities - March 31, 2008 F-4
Schedule of Investments - Cash and Securities
- December 31, 2007 F-5
Schedules of Investments - Futures Contracts - March 31, 2008 F-6
Statements of Operations F-7
Statements of Changes in Net Assets F-8
Statements of Cash Flows F-9
Notes to Financial Statements F-10 - F-16
Affirmation of Commodity Pool Operator F-17
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,
including the schedule of investments, of Atlas Futures Fund, Limited
Partnership as of March 31, 2008 and the related statements of operations,
changes in net assets and cash flows for the three months ended March 31, 2008
and 2007. These financial statements are the responsibility of the
Partnership's management.
We conducted our review in accordance with the standards of the Public Company
Accounting Oversight Board (United States). A review of interim financial
information consists principally of applying analytical procedures and making
inquiries of persons responsible for financial and accounting matters. It is
substantially less in scope than an audit conducted in accordance with the
standards of the Public 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, 2007 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 29, 2008, 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, 2007 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, 2008
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
(A Review)
<table>
<s> <c> <c>
March 31, December 31,
2008 2007
Assets
Investments
Equity in broker trading accounts
Cash and cash equivalents at broker $20,204,709 $19,285,953
Net unrealized gain on open futures contracts 962,806 -
Total equity in broker trading accounts 21,167,515 19,285,953
Cash 56,654 47,167
Money market fund 1,000 -
Interest receivable 18,964 44,109
Total assets 21,244,133 19,377,229
Liabilities
Partner redemptions payable 2,038 53,817
Accrued commissions payable to related parties 32,875 7,344
Incentive fees payable 831,418 657,278
Other accrued liabilities 17,387 22,080
Total Liabilities 883,718 740,519
Net assets $20,360,415 $18,636,710
Analysis of Net Assets
Limited partners $20,360,415 $18,636,710
General partners - -
Net assets (equivalent to $4,631.97 and
$4,175.12 per unit) $20,360,415 $18,636,710
Partnership units outstanding
Limited partners units outstanding 4,395.63 4,463.75
General partners units outstanding - -
Total partnership units outstanding 4,395.63 4,463.75
</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, 2008
A Review
<table>
<s> <c> <c> <c> <c> <c>
Fair Value Percent
Description Maturity Date Face Value Local Currency U.S. Dollars of Net Assets
Cash and cash equivalents in trading accounts:
Cash denominated in U.S. Dollars:
United States Markets 20,204,709 $20,204,709 99.24%
Total cash denominated in U.S. Dollars 20,204,709 99.24%
Total cash and cash equivalents denominated in U.S. Dollars $20,204,709 99.24%
Money market fund (1,000.40 shares at $1 per share) 1,000 $1,000 0.00%
</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 - Cash and Securities
December 31, 2007
<table>
<s> <c> <c> <c> <c> <c>
Fair Value Percent
Description Maturity Date Face Value Local Currency U.S. Dollars of Net Assets
Cash and cash equivalents in trading accounts:
Cash denominated in U.S. Dollars:
United States Markets 19,246,172 $19,246,172 103.27%
Total cash denominated in U.S. Dollars 19,246,172 103.27%
Total cash and cash equivalents denominated in U.S. Dollars 19,246,172 103.27%
Cash denominated in foreign currency:
Australian Dollar Markets - AUD 45,394 39,781 0.21%
Total cash denominated in foreign currency 39,781 0.21%
Total cash and cash equivalents $19,285,953 103.48%
</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 - Futures Contracts
March 31, 2008
A Review
<table>
<s> <c> <c> <c> <c> <c>
Fair Value Percent
_____________________________ of Net Assets
Description Expiration Date Contracts Local Currency USD
Net unrealized gain (loss) on open futures contracts
United States commodity futures positions held long:
CBOT Tnote 10Y June 2008 99 128,391 $128,391
IMM Euro FX June 2008 99 556,256 556,256
IMM Japanese Yen June 2008 99 339,694 339,694
IMM Mexican Peso June 2008 99 33,175 33,175
IPE Brent Crude May 2008 99 (335,610) (335,610)
IMM Euro Dollar September 2008 99 32,175 32,175
Total United States Commodity Futures Positions 754,081 3.70%
Total commodity futures positions held long 754,081 3.70%
United States commodity futures positions held short:
CSC Coffee May 2008 99 208,725 208,725 1.03%
Total United States commodity futures positions held short 208,725 1.03%
Total commodity futures positions held short 208,725 1.03%
Total futures contracts $962,806 4.73%
</table>
The accompanying notes are an integral part of the financial statements
F-6
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
(A Review)
<table>
<s> <c> <c>
Three Months Ended
March 31,
2008 2007
Investment income
Interest income $88,023 $193,511
Total investment income 88,023 193,511
Expenses
Commission expense 534,749 476,121
Management fees - 21,426
Incentive fees 831,418 192,018
Professional accounting and legal fees 34,000 82,112
Other operating and administrative expenses 20,246 5,084
Total expenses 1,420,413 776,761
Net investment (loss) (1,332,390) (583,250)
Realized and unrealized gain (loss) from investments and foreign currency
Net realized gain (loss) from:
Investments 3,289,355 437,626
Foreign currency transactions (869,866) 1,259,035
Net realized gain from investments and foreign currency
transactions 2,419,489 1,696,661
Net increase (decrease) in unrealized appreciation (depreciation) from:
Investments 962,806 (540,664)
Translation of assets and liabilities in foreign currencies - (568,188)
Net unrealized appreciation (depreciation) from investments and
translation of assets and liabilities in foreign currencies 962,806 (1,108,852)
Net realized and unrealized income from investments
and foreign currency 3,382,295 587,809
Net increase in net assets resulting from operations $2,049,905 $4,559
Net income per unit (for a single unit outstanding during the
entire period)
Limited partnership unit $456.85 $0.30
General partnership unit $- $-
</table>
The accompanying notes are an integral part of the financial statements
F-7
<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,
2008 2007
Increase (decrease) in net assets from operations
Net investment (loss) $(1,332,390) $(583,250)
Net realized gain from investments and foreign currency transactions 2,419,489 1,696,661
Net unrealized appreciation (depreciation) from investments and
translation of assets and liabilities in foreign currencies 962,806 (1,108,852)
Net increase in net assets resulting from operations 2,049,905 4,559
Capital contributions from limited partners 52,021 53,789
Distributions to limited partners (378,222) (325,782)
Total increase in net assets 1,723,704 (267,434)
Net assets at the beginning of the period 18,636,710 17,014,786
Net assets at the end of the period $20,360,415 $16,747,352
</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 Cash Flows
(A Review)
<table>
<s> <c> <c>
Three Months Ended
March 31,
2008 2007
Cash Flows from Operating Activities
Net increase in net assets resulting from operations $2,049,905 $4,559
Adjustments to reconcile net increase (decrease) 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 (962,806) 1,108,852
(Increase) decrease in interest receivable 25,145 -
Increase (decrease) in accrued commissions payable 25,531 3,977
Increase (decrease) in accrued management and incentive fees 174,140 (21,584)
Increase (decrease) in other payables and accruals (4,693) 17,170
Net cash provided by (used in) operating activities 1,307,222 1,112,974
Cash Flows from Financing Activities
Proceeds from sale of units, net of sales commissions 52,021 53,789
Partner redemptions (430,000) (382,359)
Net cash provided by (used in) financing activities (377,979) (328,570)
Net increase (decrease) in cash and cash equivalents 929,243 784,404
Cash and cash equivalents, beginning of period 19,333,120 15,491,218
Cash and cash equivalents, end of period $20,262,363 $16,275,622
End of period cash and cash equivalents consist of:
Cash and cash equivalents at broker $20,204,709 $16,105,473
Cash 56,654 170,149
Money market fund 1,000 -
Total cash and cash equivalents $20,262,363 $16,275,622
</table>
The accompanying notes are an integral part of the financial statements
F-9
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
Three Months Ended March 31, 2008 and 2007
(A Review)
1. Nature of the Business
Atlas Futures Fund, Limited Partnership (the "Fund") was formed January 12,
1998 under the laws of the State of Delaware. The Fund is engaged in the
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. ("Ashley") and Michael Pacult
are the General Partners and the commodity pool operators ("CPO's") of the
Fund. As of December 31, 2007, the sole registered commodity trading advisor
("CTA") of the fund was Clarke Capital Management, Inc. ("Clarke"), which has
served as CTA since commencement of Fund business. From February 1, 2005
until October 1, 2007, NuWave Investment Corp. ("NuWave") also served as CTA.
The CTAs 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. 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 is also subject to the regulations of the
Commodities Futures Trading Commission (CFTC), an agency of the U.S.
government which regulates most aspects of the commodity futures industry, the
rules of the National Futures Association and the requirements of various
commodity exchanges where the Fund executes transactions. Additionally, the
Fund is subject to the requirements of futures commission merchants and
interbank market makers through which the Fund trades and regulated by
commodity exchanges and by exchange markets that may be traded by the advisor.
2. Significant Accounting Policies
Registration Costs - 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
Statement of Cash Flows - For purposes of the Statement of Cash Flows, the
Fund considers cash at broker, cash and money market funds to be cash
equivalents. Net cash provided by operating activities include no cash
payments for interest or income taxes for the periods ended March 31, 2008 and
2007.
F-10
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
Three Months Ended March 31, 2008 and 2007
(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.
Recently Issued Accounting Pronouncements
In July 2006, the Financial Accounting Standards Board (FASB) issued
interpretation No. 48 (FIN 48) entitled "Accounting for Uncertainty in Income
Taxes - an interpretation of FASB 109". FIN 48 prescribes the minimum
recognition threshold a tax position must meet in connection with accounting
for uncertainties in income tax positions taken or expected to be taken by an
entity before being measured and recognized in the financial statements.
Adoption of FIN 48 was required for fiscal years beginning after December 15,
2006. The implementation of FIN 48 did not have a material impact on the
Fund's financial statements.
In September 2006, the FASB issued Statement of Financial Accounting Standards
No. 157, "Fair Value Measurements" (FAS 157). FAS 157 defines fair value,
establishes a framework for measuring fair value in accounting principles
generally accepted in the United States of America, and expands disclosures
about fair value measurements. While FAS 157 does not require any new fair
value measurements, for some entities, the application of FAS 157 may change
current practice. FAS 157 is effective for financial statements issued for
fiscal years beginning after November 15, 2007, and interim periods within
those fiscal years. The implementation of FAS 157 is not expected to have a
material impact on the Fund's financial statements.
3. General Partner Duties
The responsibilities of the General Partner, in addition to directing the
trading and investment activity of the Fund, include executing and filing all
necessary legal documents, statements and certificates of the Fund, retaining
independent public accountants to audit the Fund, employing attorneys to
represent the Fund, reviewing the brokerage commission rates to determine
reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each Limited Partner and taking such other actions as deemed
necessary or desirable to manage the business of the 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.
F-11
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
Three Months Ended March 31, 2008 and 2007
(A Review)
4. Limited Partnership Agreement - Continued
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 - After holding the investment for a minimum of twelve months, a
limited partner may request any or all of his investment be redeemed at the
net asset value as of the end of a month. The written request must be received
by the General Partner no less than ten days prior to a month end. Redemptions
will generally be paid within twenty days of the effective month end. However,
in various circumstances due to liquidity, etc. the General Partner may be
unable to comply with the request on a timely basis. Effective January 1,
2004, redemption penalties are no longer charged.
5. Fees
Effective January 1, 2004, the Fund was charged the following fees:
A monthly commission of 7% (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" paid to Clarke is
unchanged.
A monthly continuing service fee of 4% (annual rate) of the investment in the
Fund (as defined) was paid to the selling agent.
Effective June 1, 2004, the monthly commission was changed from 7% to 11% and
the continuing service fee was eliminated.
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 October 1, 2007, NuWave
ceased to be a CTA of the Fund.
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% remained unchanged during the period
over which NuWave served as CTA.
Effective October 1, 2007, NuWave Investment Corp. was removed as a commodity
trading advisor to the Fund and it ceased earning management and incentive
fees.
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% and 50%,
respectively, owned by Michael Pacult, the Fund's CPO. Related party
commissions and fees were as follows:
F-12
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
Three Months Ended March 31, 2008 and 2007
(A Review)
6. Related Party Transactions - Continued
Commissions and fees included in expense:
Three Months Ended
March 31,
2008 2007
Ashley Capital Management, Inc. $193,598 $172,098
Futures Investment Company 284,529 269,165
Total related party expenses $478,127 $441,263
Commissions and fees included in accrued expenses:
March 31, December 31,
2008 2007
Ashley Capital Management, Inc. $13,075 $1,198
Futures Investment Company 19,800 6,146
Total accrued expenses to
related parties $32,875 $7,344
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, 2008 and 2007, partnership units were valued at $4,631.97 and
$3,490.17 respectively.
Transactions in partnership units were as follows:
<table>
<s> <c> <c> <c> <c>
Units Amount
2008 2007 2008 2007
Limited Partner Units
Subscriptions 11.48 14.79 $52,021 $53,789
Redemptions (79.60) (91.84) (378,222) (325,782)
Total (68.12) (77.05) (326,201) (271,993)
General Partner Units
Subscriptions - - - -
Redemptions - - - -
Total - - - -
Total Units
Subscriptions 11.48 14.79 52,021 53,789
Redemptions (79.60) (91.84) (378,222) (325,782)
Total (68.12) (77.05) $(326,201) $(271,993)
</table>
F-13
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
Three Months Ended March 31, 2008 and 2007
(A Review)
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, 2008 and December 31, 2007
was $20,204,709 and $19,285,953, respectively, which equals approximately
99.2% and 103.5% of Net Asset Value, respectively. Cash exceeded Net Asset
Value because of accrued expenses and partner redemptions at December 31,
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. Beginning in the
second quarter of 2008, the Fund plans to resume investing in U.S. Treasury
Bills.
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
$82,471,022 and $0 on long positions at March 31, 2008 and December 31, 2007,
respectively. However, when the Fund enters into a contractual commitment to
sell commodities, it must make delivery of the underlying commodity at the
contract price and then repurchase the contract at prevailing market prices or
settle in cash. Since the repurchase price to which a commodity can rise is
unlimited, entering into commitments to sell commodities exposes the Fund to
unlimited potential risk.
Market risk is influenced by a wide variety of factors including government
programs and policies, political and economic events, the level and volatility
of interest rates, foreign currency exchange rates, the diversification
effects among the derivative instruments the Fund holds and the liquidity and
inherent volatility of the markets in which the Fund trades.
F-14
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
Three Months Ended March 31, 2008 and 2007
(A Review)
8. Trading Activities and Related Risks - Continued
The net unrealized gains on open commodity futures contracts at March 31, 2008
and December 31, 2007 were $962,806 and $0, respectively.
Open contracts generally mature within three months of March 31, 2008 The
latest maturity for open futures contracts is in September 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.
9. Financial Instruments with Off-Balance Sheet Credit and Market Risk
All financial instruments are subject to market risk, the risk that future
changes in market conditions may make an instrument less valuable or more
onerous. As the instruments are recognized at fair market value, those
changes directly affect reported income.
Included in the definition of financial instruments are securities, restricted
securities and derivative financial instruments. Theoretically, the
investments owned by the Fund directly are exposed to a market risk (loss)
equal to the notional value of the financial instruments purchased and
substantial liability on certain financial instruments purchased short.
Generally, financial instruments can be closed. However, if the market is not
liquid, it could prevent the timely close-out of any unfavorable positions or
require the Fund to hold those positions to maturity, regardless of the
changes in their value or the trading advisor's investment strategies.
Credit risk represents the accounting loss that would be recognized at the
reporting date if counterparties failed to perform as contracted.
Concentrations of credit risk (whether on or off balance sheet) that arise
from financial instruments exist for groups of counterparties when they have
similar economic characteristics that would cause their ability to meet
contractual obligations to be similarly affected by changes in economic or
other conditions.
10. 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.
F-15
<page>
Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
Three Months Ended March 31, 2008 and 2007
(A Review)
11. Indemnifications
In the normal course of business, the Fund enters into contracts and
agreements that contain a variety of representations and warranties and which
provide general indemnifications. The Fund's maximum exposure under these
arrangements is unknown, as this would involve future claims that may be made
against the Fund that have not yet occurred. The Fund expects the risk of any
future obligation under these indemnifications to be remote.
12. Financial Highlights
The following information presents per unit operating performance data and
other supplemental financial data for the three months ended March 31, 2008
and 2007. This information has been derived from information presented in the
financial statements.
Three Months Ended
March 31,
2008 2007
Performance per unit (1)
Net unit value, beginning of the period $4,175.12 $3,489.87
Net realized and unrealized gains and losses on
commodity transactions 754.45 120.84
Investment and other income 19.78 39.99
Expenses (317.38) (160.53)
Net increase for the period 456.85 0.30
Net unit value at the end of the period $4,631.97 $3,490.17
Net assets at the end of the period ($000) $20,360 $16,747
Total return (2) 10.94 % 0.01 %
Number of units outstanding at the end of the period 4395.63 4,798.43
Ratio to average net assets
Investment and other income (3) 1.84 % 4.48 %
Expenses (3) (29.52)% (7.00)%
For the quarters ended March 31, 2008 and 2007, total return is calculated
based on the change in value of a unit during the period. An individual
partner's total return and ratios may vary from the above total returns and
ratios based on the timing of additions and redemptions.
(1) Investments and other income and expenses and net realized and unrealized
gains and losses on commodity transactions are calculated based on a single
unit outstanding during the period.
(2) Not annualized
(3) Annualized
F-16
<page>
Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
Three Months Ended March 31, 2008 and 2007
*****************************************************************************
To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.
/s/ Michael Pacult May 20, 2008
Michael Pacult Date
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership
F-17
<page>