FORM 10-K

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

(Mark One)

[X]

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND EXCHANGE ACT OF 1934

For the year ended  12-31-2012

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)

(Zip Code)

Registrant’s telephone number, including area code:  (800) 331-1532

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Name of each exchange on which registered

None

None

Securities registered pursuant to Section 12(g) of the Act:

 Limited Partnership Units

(Title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No   [X]

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X]

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 has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes [ ] No [ ] N/A

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  [ ]

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 definitions 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] (Do not check if a smaller reporting company)  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]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.:  Not Applicable.  There is no market for the Units of partnership interests and none is expected to develop.  The Registrant is a commodity pool.  The Units are registered to permit the initial sale of Units at month end net asset value.

Documents Incorporated by Reference

Audited Financial Statements for Registrant filed with the United States Securities and Exchange Commission for the years ended December 31, 1998 through 2011 at Registration Nos. 333-61217, 333-53111 and 333-59976.

Registration Statement on Form S-1 and all amendments thereto filed with the United States Securities and Exchange Commission at Registration Nos. 333-61217, 333-59976 and 333-170235 are incorporated by reference to Parts I, II, III, and IV.

PART I

Item 1.  Business

On September 3, 1999, the registration statement filed by Atlas Futures Fund, L. P., (the “Fund”)  with the Securities and Exchange Commission (the “SEC”), which incorporated the disclosure document filed with the Commodity Futures Trading Commission (the “CFTC”) was declared effective.  Offers and sales of the Fund’s limited partnership interests (the “Units”) at the initial price of $1,000 per Unit commenced on that date to residents of the states selected by the General Partner.  On October 15, 1999, the Fund had sold in excess of the $700,000 in face amount of Units, the amount required to break escrow and deliver the sales proceeds to the Fund accounts to permit it to commence the speculative trading of commodity futures.  Trading commenced on November 18, 1999.  On May 1, 2001, the Registrant registered $8,000,000 in additional Units.  Units are offered and sold at the net asset value per Unit (“NAV”) determined after addition of profits and deduction of losses, expenses, and reserves, at the close on the last business day of each month.  See the financial statements for the total value of the Fund and the NAV as of the date of the statements.  

The trades for the Fund are selected and placed with the futures commission merchant (“FCM”), i.e., clearing broker, for the account of the Fund by one or more CTAs selected by the General Partner of the Fund.  The Fund grants the commodity trading advisor a power of attorney that is terminable at the will of either party to trade the equity assigned by the Fund. Clarke Capital Management, Inc. was granted a power of attorney by the Fund and served as a trading advisor for the Fund since the Fund’s inception. Effective April 11, 2012, the Fund's Advisory Agreement with Clarke Capital Management, Inc. was terminated and all open positions were closed.  Hamer Trading Inc., an independent registered Commodity Trading Advisor, now serves as the Fund's sole trading advisor and trades its Diversified Systematic Program on behalf of the Fund, commencing April 12, 2012.  

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.  The books and records of the trades placed by the CTA in the Fund’s trading account are kept and are available for inspection by the Limited Partners at the office of the corporate General Partner, 5914 N. 300 West, Fremont, IN 46737.  Hamer is paid a 1% annual management fee of the equity assigned to it to manage, and is paid an incentive fee of twenty percent (20%) of New Net Profit that it generates, as that term is defined in the Limited Partnership Agreement which governs the operation of the Fund, payable quarterly.  

The Fund Limited Partnership Agreement is included as Exhibit A to the prospectus delivered to the prospective investors and filed as part of the Registration Statement.  The Limited Partnership Agreement defines the terms of operation of the Fund and is incorporated herein by reference.  None of the purchasers of Limited Partnership Units (“Limited Partners”) has a voice in the management of the Fund or ownership in the General Partner or the trading advisor.  Reports of the NAV are sent to the Partners within twenty days following the end of each month.  

Ashley Capital Management, Inc., the corporate General Partner and Commodity Pool Operator, is paid monthly fixed brokerage commissions of eleven twelfths of one percent (11/12%) of the total value of the funds available for trading in the Fund’s accounts at the FCM [eleven percent (11%) per year], from which it pays seven percent (7%) of the eleven percent (11%) to Futures Investment Company as introducing broker, which in turn pays all clearing costs, including pit brokerage fees, which includes floor brokerage, NFA and exchange fees for trades.  The FCM is selected by the General Partner and holds a portion of the Fund’s trading equity and places the trades as directed by

2

the CTA pursuant to a power of attorney and advisory agreement granted by the Fund.  The CTA agreements are terminable at the will of the parties.  

The sale of Units is regulated by Securities Act of 1933 and the Commodity Exchange Act.  Once the Units are issued, the operation of the Fund is subject to regulation pursuant to the Securities and Exchange Act of 1934 and the Commodity Exchange Act. The U.S. Securities and Exchange Commission and the Securities Commissions and securities acts of the several States where its Units are offered and sold have jurisdiction over the operation of the Fund.  The National Futures Association has jurisdiction over the operation of the General Partner and the Commodity Trading Advisors.  This regulatory structure is not intended, nor does it, protect investors from the risks inherent in the trading of futures and options.  

The Registrant has filed a registration statement to register $10,000,000 in Units, which became effective August 27, 2012, and is currently used to offer such Units for sale to the public.  The affiliated selling agent, Futures Investment Company receives an up front selling commission of 6% calculated on the gross subscription amount.  It also received $2,000 from the Fund for legal fees associated with the review of the offering by the Financial Industry Regulatory Authority ("FINRA").  Such offering will continue until the total dollar amount of Units is sold, or the offering terminates as permitted or required by the terms of the Limited Partnership Agreement and the rules and regulations of the SEC.  As of the date of this Report, $14,774,040 in Units has been sold pursuant to registration statements since inception and, upon redemption by the holder, no Units will be resold.

Item 1A.  Risk Factors

The trading of futures, options on futures and other commodities related investments is highly speculative and risky.  You should make an investment in the Fund only after consulting with independent, qualified sources of investment and tax advice and only if your financial condition will permit you to bear the risk of a total loss of your investment. You should consider an investment in the Units only as a long-term investment. Moreover, to evaluate the risks of this investment properly, you must familiarize yourself with the relevant terms and concepts relating to commodities trading and the regulation of commodities trading, which are discussed in the Risk Factors section of the Prospectus, which is incorporated herein by reference.

You should carefully consider all the information we have included or incorporated by reference in this Form 10-K and our subsequent periodic filings with the SEC. In particular, you should carefully consider the risk factors described above and read the risks and uncertainties as set forth in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” Section of this Form 10-K.  Any of the heretofore mentioned risks and uncertainties could materially adversely affect the Fund, its trading activities, operating results, financial condition and Net Asset Value and therefore could negatively impact the value of your investment. You should not invest in the Units unless you can afford to lose all of your investment.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

The general partner has sole authority to determine the percentage of Fund assets that will be held on deposit with the futures commission merchant (FCM), used for other investments, and held in bank accounts to pay current obligations.  As of the period end covered by this report, the Fund maintained approximately: 44% of its assets in a Treasury Direct Account maintained with the United States Department of the Treasury, 30% at the futures commission merchant (FCM) to be available for trading by the trading advisor, and 20% in a cash management fund that invests only in U.S. Treasurys and has high liquidity, 2% in a bank account used to pay expenses and redemptions.  All such accounts are held in the name of the partnership and not commingled with those of any other entity.  As of the period end covered by this report, the Fund maintained trading assets and placed trades at the direction of the CTA at Vision Financial Markets LLC, which is a member of the National Futures Association and registered with the Commodity Futures Trading Commission pursuant to the Commodity Exchange Act as an FCM.  The trading of futures, options on futures and other commodities is highly speculative and the Fund has an unlimited risk of loss, including the pledge of all of its assets to the FCM to secure the losses on the trades made on its behalf by the commodity trading advisor or advisors selected, from time to time, by the General Partner.  

3

Item 3.  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, Vision Financial Markets LLC, 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 (see Subsequent Events at the end of this section):

On May 18, 2011, simultaneously with the issuance of a complaint by the NFA, Vision Financial Markets LLC ("Vision") consented to a finding based on a one-count complaint for failure to supervise guaranteed IBs in violation of NFA Compliance Rule 2-9(a).  The alleged activities occurred prior to 2009.  Without admitting or denying the findings in the Committee’s Decision, Vision consented to pay a fine of $500,000 and to retain an independent consultant to review its supervisory procedures relating to guaranteed IBs.  Vision undertook to implement revised procedures for supervising GIBs within 6 months.  

The FCM has acted only as clearing brokers for the Fund’s futures accounts and as such it has been paid commissions for executing and clearing trades. The FCM has not passed upon the adequacy or accuracy of the Fund’s prospectus or this report and will not act in any supervisory capacity with respect to the CPO or the CTA, as the case may be, nor participate in the management of the CPO or of the Fund or of the CTA. Therefore, investors should not rely on the FCM in deciding whether or not to participate in the Fund.

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 FCM has represented to the General Partner that that none of the events reported above would interfere with its performance as a clearing broker for the Fund’s account.

Item 4.  Mine Safety Disclosures.

N/A

PART II

Item 5.  Market for Registrant's Limited Partnership Units, Related Stockholder Matters and Issuer Purchases of Equity Securities

The Fund desires to be taxed as a partnership and not as a corporation.  In furtherance of this objective, the Limited Partnership Agreement, subject to certain exceptions upon the death of a Limited Partner, requires all Limited Partners to obtain the approval of the General Partner prior to the transfer of any Units of partnership interest.  Accordingly, there is no trading market for the Fund Units and none is likely to develop.  The Limited Partners must rely upon the right of Redemption provided in the Limited Partnership Agreement to liquidate their interest.  

The Fund has fewer than 300 holders of its securities.  Limited Partners are required to represent to the issuer that they are able to understand and accept the risks of investment in a commodity pool for which no market of interests will develop and that the right of redemption will be the sole expected method of withdrawal of equity from the Fund.  The General Partner has sole discretion in determining what distributions, if any, the Fund will make to the Partners. The Fund has not made any distributions as of the date hereof. The Fund has no securities authorized for issuance under equity compensation plans.  See the Limited Partnership Agreement attached as Exhibit A to the Registration Statement, incorporated herein by reference, for a complete explanation of the limitations upon transfer and right of redemption provided to Partners.

Item 6.  Selected Financial Data

The Fund is not required to pay dividends or otherwise make distributions and none are expected.  The Limited Partners must rely upon their right of redemption to obtain their return of equity after consideration of profits, if any, and losses from the Fund.  See the Registration Statement, incorporated herein by reference, for a complete explanation of the allocation of profits and losses to a Limited Partner’s capital account.

Following is a summary of certain financial information for the Registrant for the period from January 1, 2008 to December 31, 2012.

4

5

The following summarized quarterly financial information presents the results of operations for the quarterly periods during the years ended December 31, 2012 and 2011:

Item 7.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

Critical Accounting Policies and Estimates

The Fund records all investments at market value in its financial statements, with changes in market value reported as a component of realized and change in unrealized trading gain (loss) in the Statements of Operations. In certain circumstances, estimates are involved in determining market value in the absence of an active market closing price.

Capital Resources

The Fund will raise additional capital only through the sale of Units offered pursuant to the continuing offering, and does not intend to raise any capital through resale of Units once issued or borrowing. Due to the nature of the Fund’s business, it will make no capital expenditures and will have no capital assets which are not operating capital or assets.

Liquidity

Most United States commodity exchanges limit fluctuations in commodity futures contracts prices during a single day by regulations referred to as “daily price fluctuation limits” or “daily limits”. During a single trading day, no trades may be executed at prices beyond the daily limit. Once the price of a futures contract has reached the daily limit for that day, positions in that contract can neither be taken nor liquidated. Commodity futures prices have occasionally moved to the daily limit for several consecutive days with little or no trading. Similar occurrences could prevent the Fund from promptly liquidating unfavorable positions and subject the Fund to substantial losses which could exceed the margin initially committed to such trades. In addition, even if commodity futures prices have not moved the daily limit, the Fund may not be able to execute futures trades at favorable prices, if little trading in such contracts is taking place. Other than these limitations on liquidity, which are inherent in the Fund’s commodity futures trading operations, the Fund’s assets are expected to be highly liquid.

The entire offering proceeds will be credited to the Fund’s bank and brokerage accounts to engage in trading activities and as reserves for that trading. The Fund meets its margin requirements by depositing U.S. government securities or cash or both with the futures broker and the over-the-counter counterparties. The Fund maintains an account with the US Treasury in which it invests directly in short term US Treasury Bills, and maintains a money market fund account, which only invests in US Treasurys.  In this way, a substantial portion of the Fund’s assets, whether used as margin for trading purposes or as reserves for such trading in other accounts, can be invested in

6

U.S. government securities and time deposits with U.S. banks. Investors should note that maintenance of the Fund’s assets in U.S. government securities and banks does not reduce the risk of loss from trading futures and options on futures contracts. The Fund receives all interest earned on its assets. No other person shall receive any interest or other economic benefits from the deposit of Fund assets.

Approximately 10% to 40% of the Fund’s assets normally are committed as required margin for futures contracts and held by the futures broker, although the amount committed may vary significantly. Such assets are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures broker pursuant to the Commodity Exchange Act and regulations thereunder.

The Fund’s assets are not and will not be, directly or indirectly, commingled with the property of any other person in violation of law or invested with or loaned to the Fund, the General Partner or any affiliated entities.

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 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 and the years 2000 through 2012 reflect the absorption of these costs by the Fund.  See the Registration Statements, incorporated by reference herein, for an explanation of the operation of the Fund.

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.  Most of the operational profits and losses have been due to the trading activity of Clarke and Hamer, though interest income contributes negligibly.  Net unit value has increased since inception, from $1,000 in October, 1999 to $2,692.59 as of December 31, 2012.  Past performance is not necessarily indicative of future results, however.

The gain (loss) in registrant’s net asset value per unit during the years ended December 31, 2012, 2011 and 2010, respectively, was (16.38)%, (23.90)%, and 3.62%.  The difference over the periods was primarily due to the difference in operational profits (losses) due to trading, which were (2.66)% for 2012, (13.18)% for 2011, and 14.92% for 2010 (expressed as a percentage of the periods' beginning net asset value per unit).  Operational losses due to expenses in, similarly calculated, were (13.76)% in 2012, (10.86)% in 2011, and (11.37)% in 2010.  Higher operational expenses in 2012 were a result of costs related to the Fund’s new offering pursuant to its registration statement.  

Net asset value per unit is calculated to eliminate the effects of capital contributions and redemptions; however, fixed costs will become a greater percentage of overall net assets when net assets decline.  Net assets over the three years ended December 31, 2012, 2011 and 2010 were down from beginning to end of the period, and were (19.75)% in 2012, (53.11)% in 2011, and (23.54)% in 2010.  The decrease in net assets is due mainly to trading results, described above, and redemptions.  Redemptions were $825,649 in 2012, $3,553,170 in 2011 and $3,554,185 in 2010.  Capital contributions were $553,792 in 2012, none in 2011, and $40,361 in 2010.

The Fund is charged fixed brokerage commissions of 11%, which are calculated on the Fund’s total trading equity as of the beginning of each month and, therefore, vary according to monthly trading performance, subscriptions and redemptions.  The same factors that contribute to increases or decreases in average net assets, therefore, contribute to changes in brokerage commissions paid.

The above described performance was primarily due to the trading of the trading advisors, which traded for the Fund via proprietary methods.  Clarke traded from inception of the Fund until April 11, 2012, and Hamer has traded since April 12, 2012. Hamer seeks capital appreciation through speculation in commodity futures trading. There is no representation being made that the Diversified Systematic Program will be successful in achieving this goal. The trading system utilized by Hamer is proprietary and confidential.  Hamer’s program utilizes a systematic trend following approach trading a diversified portfolio of markets, based primarily on technical analysis, but utilizing

7

fundamental analysis when and where appropriate. The Diversified Systematic Program seeks to capture trends in a variety of global commodity and futures markets using 31 broadly diversified markets covering seven major sectors: interest rate, currency, stock index, energy, grain, metals and softs. Average holding period is 100 days. The program has been refined over the past thirteen years from a multi-system / multi-time frame trend approach to a focus on long term trend following with the constant goal to provide consistent returns while reducing volatility. This transition to a focus on long term trend following began in 2008.

If a large price 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.  As always, past performance is not necessarily indicative of future results.  Because the current trader has only traded for the partial year 2012, it is not possible to make a meaningful comparison of trade allocations by sector over the periods included in this report.

Pursuant to the Trading Advisory Agreement, the Fund pays a 1% annual management fee to the trading advisor and a 20% quarterly incentive fee to Hamer on new net profits, or those profits achieved on a per unit basis above the advisor's previous high water mark.  The previous trader was paid only a 25% incentive fee and received no such incentive fee in the periods covered by this report.  See Note 5 to the financial statements herein for the current incentive fees.     

The balance of the Fund's income that does not derive from the trading activity of Hamer comes from interest income.  However, short term interest rates were so low as to produce negligible interest income for the Fund over the periods covered by this report.

Off-Balance Sheet Risk

The term “off-balance sheet risk” refers to an unrecorded potential liability that, even though it does not appear on the balance sheet, may result in future obligation or loss. The Fund trades in futures and options on futures contracts, and is therefore a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts there exists a risk to the Fund, market risk, that such contracts may be significantly influenced by market conditions, such as interest rate volatility, resulting in such contracts being less valuable. If the markets should move against all of the futures interests positions of the Fund at the same time, and if the Fund’s trading advisor was unable to offset futures interests positions of the Fund, the Fund could lose all of its assets and the Limited Partners would realize a 100% loss. The Fund, the General Partner and the CTAs minimize market risk through real-time monitoring of open positions, diversification of the portfolio and maintenance of a margin-to-equity ratio that rarely exceeds 40%.

In addition to market risk, in entering into futures and options on futures contracts there is a credit risk that a counterparty will not be able to meet its obligations to the Fund. The counterparty for futures contracts traded in the United States and on most foreign exchanges is the clearinghouse associated with such exchange. In general, clearinghouses are backed by the corporate members of the clearinghouse who are required to share any financial burden resulting from the non-performance by one of their members and, as such, should significantly reduce this credit risk. In cases where the clearinghouse is not backed by the clearing members, like some foreign exchanges, it is normally backed by a consortium of banks or other financial institutions.

All positions of the Fund are valued each day on a mark-to-market basis. There can be no assurance that any clearing member, clearinghouse or other counterparty will be able to meet its obligations to the Fund.

8

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The securities of the Fund are not traded and no market for the Fund securities is expected to develop.  The Fund is engaged in the speculative trading of futures and options on futures.  The risks are fully explained in the Fund prospectus delivered to each prospective partner prior to their investment.

Item 8.  Financial Statements and Supplementary Data.

The Fund financial statements included in this report were audited by Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069, and are provided beginning on page F-1.  The supplementary financial information specified by Item 302 of Regulation S-K is included in Item 6. Selected Financial Data in this Report.

Item 9.  Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.

None.

Item 9A.  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

Section 404 of the Sarbanes-Oxley Act of 2002 requires the General Partner to evaluate annually the effectiveness of its internal controls over financial reporting as of the end of each fiscal year, and to include a management report assessing the effectiveness of its internal control over financial reporting in all annual reports. There were no changes in the General Partner’s internal control over financial reporting during the quarter ended December 31, 2012 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting applicable to the Fund.

Management’s Annual Report on Internal Control over Financial Reporting

The General Partner is responsible for establishing and maintaining adequate internal control over the Fund’s financial reporting. Internal control over financial reporting is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act as a process designed by, or under the supervision of, a company’s principal executive and principal financial officers and effected by a company’s board of directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. The General Partner’s internal control over financial reporting includes those policies and procedures that:

·

pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the Fund’s assets;

·

provide reasonable assurance that transactions are recorded as necessary to permit preparation of the Fund’s financial statements in accordance with generally accepted accounting principles, and that the

9

Fund’s receipts and expenditures are being made only in accordance with authorizations of the General Partner’s management and directors; and

·

provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Fund’s assets that could have a material effect on the Fund’s financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

The Fund securities are not publicly traded so that there can be no insider trading or leaks of confidential information to the public.  All Fund money is on deposit either with a bank, in T-Bills on deposit with the US Treasury, in a 100% Treasury money market fund or a futures commission merchant.  There is an audit trail produced by all.  A certified public accountant prepares the monthly financial statements.  The Fund units are sold during the month at a net asset value to be determined as of the close of business on the last day of trading each month.  All quarterly financial statements are reviewed by an independent certified public accountant who audits the Fund financial statements at the end of each calendar year.  The Fund maintains its subscription agreements and other records for six years.

The management of the General Partner assessed the effectiveness of its internal control over financial reporting with respect to the Fund as of December 31, 2012. In making this assessment, management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control — Integrated Framework. Based on its assessment, management has concluded that, as of December 31, 2012, the General Partner’s internal control over financial reporting with respect to the Fund is effective based on those criteria.

Item 9B.  Other Information.

None.

Part III

Item 10.  Directors and Executive Officers and Corporate Governance

The Fund is a Delaware Limited Partnership which acts through its corporate and individual general partner.  Accordingly, the Registrant has no Directors or Executive Officers.

The General Partners of the Registrant are Ashley Capital Management, Incorporated, a Delaware corporation, and Mr. Michael P. Pacult.  The General Partners are both registered with the National Futures Association as commodity pool operators pursuant to the Commodity Exchange Act, and Mr. Pacult, age 68, is the sole shareholder, director, registered principal and executive officer of the corporate General Partner.  The background and qualifications of Mr. Pacult are disclosed in the Registration Statement, incorporated herein by reference.  

There has never been a material administrative, civil or criminal action brought against the Fund, the General Partner or any of its directors, executive officers, promoters or control persons.

No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To the best of the Fund’s knowledge, no such forms have been or are required to be filed.

Audit Committee Financial Expert

Mr. Pacult, in his capacity as the sole principal for the General Partner of the Fund, has determined that he qualifies as an “audit committee financial expert” in accordance with the applicable rules and regulations of the Securities and Exchange Commission.  He is not independent of management.

10

Code of Ethics

The  Fund General Partner is registered with the National Futures Association as a Commodity Pool Operator and its President, Michael P. Pacult is registered as its principal.  Both the Fund and the General Partner are subject to Federal Commodity Exchange Act and audit for compliance and the rules of good practice of the Commodity Futures Trading Commission and the industry self regulatory organization, the National Futures Association.  Having said that, neither the Commodity Futures Trading Commission nor the National Futures Association is responsible for the quality of the Fund disclosures or its operation, as those functions are exclusively the responsibility of the Fund and its General Partner.

Item 11.  Executive Compensation.

Although there are no executives of the Fund, the corporate General Partner is paid compensation that the Fund has elected to disclose on this Form 10-K.  The Fund pays its corporate General Partner fixed brokerage commissions of eleven percent (11%) per year, payable monthly, from which it pays its affiliated introducing broker, Futures Investment Company, seven percent (7%) of the eleven percent (11%) to cover the cost of the trades entered by the CTA.  The corporate General Partner retains the difference between the seven percent (7%) it pays to the introducing broker and the eleven percent (11%) it is paid.  

All compensation is disclosed in the Registration Statement, which is incorporated herein by reference.

Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.

(a)  None

(b)  As of December 31, 2012, neither the individual nor corporate General Partner owned any Units of Limited Partnership Interests.

(c)  The Limited Partnership Agreement governs the terms upon which control of the Fund may change.  No change in ownership of the Units will, alone, determine the location of control.  The Limited Partners must have 120 days advance notice and the opportunity to redeem prior to any change in the control from the General Partner to another general partner.  Control of the management of the Fund may never vest in one or more Limited Partners.  

Item 13.  Certain Relationships and Related Transactions, and Director Independence.

See Item 11, Executive Compensation and Item 12, Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters. The General Partner has sole discretion over the selection of trading advisors.  Ashley Capital Management, Inc., the corporate General Partner, is paid a fixed commission for trades and, therefore, both General Partners have a potential conflict in the selection of a trading advisor who makes few trades rather than produces profits for the Fund.  This conflict and others are fully disclosed in the Registration Statement, which is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services.

Only fees to the Principal Accountant, or Auditor, and not fees for other accounting, are required to be disclosed in this section.

 (1)

Audit Fees

The fees and costs paid to Patke and Associates, Ltd. for the audit of the Fund’s annual financial statements, for review of financial statements included in the Fund’s Forms 10-Q and other services normally provided in connection with regulatory filing or engagements (i.e., consents related to SEC registration statements) for the years ended December 31, 2012 and 2011 were $21,000 and $19,500, respectively.  

11

(2)

Audit Related Fees

None

(3)

Tax Fees

The aggregate fees paid to Patke and Associates, Ltd. for tax compliance services including tax compliance, tax advice, and tax planning for the years ended December 31, 2012 and 2011 were $5,000 and $49,50, respectively.  

(4)

All Other Fees

None

(5)

The Board of Directors of Ashley Capital Management, Inc., General Partner of the Fund, approved all of the services described above. The Board of Directors has determined that the payments made to its independent certified public accountants for these services are compatible with maintaining such auditors’ independence. The Board of Directors explicitly pre-approves all audit and non-audit services and all engagement fees and terms.

(6)

Close to 100% of the hours expended on the principal accountant’s engagement to audit the registrant’s financial statements for the most recent fiscal year were attributed to work performed by persons other than the principal accountant’s full-time permanent employees.  However, all work performed was supervised by a full-time permanent employee.

Part IV

Item 15.  Exhibits, Financial Statement Schedules

 (a)

The following documents are filed as part of this report:

1. All Financial Statements

The Financial Statements begin on page F-1 of this report.

2. Financial Statement Schedules required to be filed by Item 8 of this form, and by paragraph (b) below.

Not applicable, not required, or included in the Financial Statements.

3. List of those Exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter) and by paragraph (b) below.

Incorporated by reference from the Fund’s Registration Statement on Form S-1, and all amendments at file Nos. 333-61217 and 333-59976 previously filed with the Securities and Exchange Commission.

31.1 Certification of CEO and CFO pursuant to Section 302

32.2 Certification of CEO and CFO pursuant to Section 906

(b)

 Exhibits required by Item 601 of Regulation S-K (§ 229.601 of this chapter).

See response to 15(a)(3), above.

(c)

Financial statements required by Regulation S-X (17 CFR 210) which are excluded from the annual report to shareholders by Rule 14a-3(b) including (1) separate financial statements of subsidiaries not consolidated and fifty percent or less owned persons; (2) separate financial statements of affiliates whose securities are pledged as collateral; and (3) schedules.

None.

12

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-K for the period ended December 31, 2012, to be signed on its behalf by the undersigned, thereunto duly authorized.

Registrant:

Atlas Futures Fund, Limited Partnership

By Ashley Capital Management, Inc.

Its General Partner

Date: April 1, 2013

By: /s/ Michael Pacult

Mr. Michael P. Pacult

Sole Director, Sole Shareholder

President and Treasurer

13

F-1