As Filed with the Securities and Exchange Commission on August 15, 2012

Registration No. 333-170235

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM S-1/A

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

ATLAS FUTURES FUND, LIMITED PARTNERSHIP

(Exact name of registrant as specified in its charter)

DELAWARE

[State of organization]

51-0380494

(IRS EIN)

6289
(Primary SIC Number)

505 Brookfield Drive

Dover, Delaware 19901

Telephone: (800) 331-1532

(address and telephone number of registrant’s principal executive offices)

Mr. Michael Pacult
c/o Ashley Capital Management, Inc.

5914 N. 300 West

Fremont, Indiana 46737

Telephone: (260) 833-1306; Facsimile (260) 833-4411

(Name, address and telephone number of agent for service of process)

Copies to:

William Sumner Scott, Esquire

The Scott Law Firm, Ltd.

470 Broadway, Suite 160

Bayonne, NJ 07002

(201) 800-4606

If any of the securities being offered on the Form are to be offered on a continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box: [X]

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]

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 the 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]		Smaller reporting company [ ]

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission acting pursuant to said section 8(a), may determine.

Prospectus – Part I

Atlas Futures Fund, Limited Partnership

Amended and Restated Prospectus to Offer
$10,000,000 of Units of Limited Partnership Interest

To Be Sold at the Net Asset Value per Unit Computed At the End of Each Month During the Offering

The Offering

The partnership is a registered commodity pool that trades futures and options on futures.

Two general partners, Ashley Capital Management, Inc. and Mr. Michael P. Pacult, manage us. We refer to them collectively as “the general partner.” The general partner is authorized by the partnership agreement to employ, establish the terms of employment, and terminate investment managers called commodity trading advisors and clearing brokers called futures commission merchant.

This is a best efforts offering. The selling agent is not required to sell any specific number or dollar amount of securities but will use its best efforts to sell the securities offered. Compensation to the selling agent will be a 6% selling commission of the gross subscription amount in addition to $2,000 in legal fees the partnership has paid associated with the review of this offering by FINRA. You must purchase at least $25,000 in partnership interests, though the general partner may reduce this to no less than $5,000. You have the right to rescind your subscription for five days after it is submitted. After five days, your subscription is irrevocable and you may only withdraw from the partnership after twelve months by redeeming your partnership interests. This offering has no minimum and will terminate on August __, 2015, three years from the date of this prospectus, or at an earlier date at the sole discretion of the general partner. There is no redemption fee, but there is a twelve month lock-in. See Summary, Subscription Procedure in this prospectus.

All subscriptions received will be placed in a depository account maintained by the general partner until we accept them. Interest accrued on your subscription amount will be used to buy additional partnership interests for you. Partnership interests are offered for sale at their net asset value as of the close of business on the last day of the month in which the subscription is received and become effective on the open of business on the first day of the subsequent month.

The Risks – These securities are highly speculative and involve a high degree of risk. Consider carefully the risk factors below and the complete description beginning on page 5 of this prospectus.

Our business is the speculative trading in futures, commodity options and unregulated currency contracts selected by registered commodity trading advisors.

This partnership pays substantial commission and other costs. There is no guarantee that you will receive a return on your investment.

To receive your investment back after one year, the partnership must currently generate a return of 24.40%, or 22.70% should we sell the maximum number of partnership interests offered. In the second year of investment, the partnership must similarly generate a return of 16.17%, assuming the maximum offering amount is sold.

Transfer of your partnership interests will be restricted and there are limitations on your right of redemption to surrender your partnership interests in return for their value. No public market for the partnership interests exists and none is expected to develop.

This partnership will not make distributions. To receive a return of your investment, you must use our redemption procedure.

Although you will not receive distributions, you must pay annual Federal and state income taxes on your share of any profits earned by this partnership.

The general partner and affiliates have conflicts of interest with regard to the management of this partnership.

You are required to understand fully the terms of this investment. Therefore, you are encouraged to discuss this investment with your independent financial and tax advisers.

These securities have not been approved or disapproved by the Securities and Exchange Commission, or any state securities commission or agency, nor have any of them confirmed or passed upon the accuracy or adequacy of this supplement to prospectus. Any representation to the contrary is a criminal offense.

THE COMMODITY FUTURES TRADING COMMISSION HAS NOT PASSED UPON THE MERITS OF PARTICIPATING IN THIS POOL NOR HAS THE COMMISSION PASSED ON THE ADEQUACY OR ACCURACY OF THIS DISCLOSURE DOCUMENT.

The partnership has commenced trading. As of May 31, 2012, the current net asset value of the partnership is $4,428,085.

FUTURES INVESTMENT COMPANY

5914 N. 300 West, P. O. Box 760

(260) 833-1306

Best Efforts Selling Agent

The date of this prospectus is August, __2012

Commodity Futures Trading Commission – Risk Disclosure Statement

YOU SHOULD CAREFULLY CONSIDER WHETHER YOUR FINANCIAL CONDITION PERMITS YOU TO PARTICIPATE IN A COMMODITY POOL. IN SO DOING, YOU SHOULD BE AWARE THAT COMMODITY INTEREST TRADING CAN QUICKLY LEAD TO LARGE LOSSES AS WELL AS GAINS. SUCH TRADING LOSSES CAN SHARPLY REDUCE THE NET ASSET VALUE OF THE POOL AND CONSEQUENTLY THE VALUE OF YOUR INTEREST IN THE POOL. IN ADDITION, RESTRICTIONS ON REDEMPTIONS MAY AFFECT YOUR ABILITY TO WITHDRAW YOUR PARTICIPATION IN THE POOL.

FURTHER, COMMODITY POOLS MAY BE SUBJECT TO SUBSTANTIAL CHARGES FOR MANAGEMENT, AND ADVISORY AND BROKERAGE FEES. IT MAY BE NECESSARY FOR THOSE POOLS THAT ARE SUBJECT TO THESE CHARGES TO MAKE SUBSTANTIAL TRADING PROFITS TO AVOID DEPLETION OR EXHAUSTION OF THEIR ASSETS. THIS DISCLOSURE DOCUMENT CONTAINS A COMPLETE DESCRIPTION OF EACH EXPENSE TO BE CHARGED THIS POOL AT PAGE 18 AND A STATEMENT OF THE PERCENTAGE RETURN NECESSARY TO BREAK EVEN, THAT IS, TO RECOVER THE AMOUNT OF YOUR INITIAL INVESTMENT, AT PAGE 14.

THIS BRIEF STATEMENT CANNOT DISCLOSE ALL THE RISKS AND OTHER FACTORS NECESSARY TO EVALUATE YOUR PARTICIPATION IN THIS COMMODITY POOL. THEREFORE, BEFORE YOU DECIDE TO PARTICIPATE IN THIS COMMODITY POOL, YOU SHOULD CAREFULLY STUDY THIS DISCLOSURE DOCUMENT, INCLUDING A DESCRIPTION OF THE PRINCIPAL RISK FACTORS OF THIS INVESTMENT, AT PAGE 5.

YOU SHOULD ALSO BE AWARE THAT THIS COMMODITY POOL MAY TRADE FOREIGN FUTURES OR OPTIONS CONTRACTS. TRANSACTIONS ON MARKETS LOCATED OUTSIDE THE UNITED STATES, INCLUDING MARKETS FORMALLY LINKED TO A UNITED STATES MARKET, MAY BE SUBJECT TO REGULATIONS WHICH OFFER DIFFERENT OR DIMINISHED PROTECTION TO THE POOL AND ITS PARTICIPANTS. FURTHER, UNITED STATES REGULATORY AUTHORITIES MAY BE UNABLE TO COMPEL THE ENFORCEMENT OF THE RULES OF REGULATORY AUTHORITIES OR MARKETS IN NON-UNITED STATES JURISDICTIONS WHERE TRANSACTIONS FOR THE POOL MAY BE EFFECTED.

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Table of Contents

Commodity Futures Trading Commission – Risk Disclosure Statement

Table of Contents

Suitability Standards

Summary of the Offering

The Partnership

Description of Securities Offered for Sale

Plan for Sale of Partnership Interests and Use of Depository Account

Subscription Procedure

Who Will Benefit From an Investment in the Partnership

Business Objectives and Expenses

Summary Risk Factors

Charges to the Partnership

Use of Proceeds

Selection of Commodity Trading Advisors and Allocation of Equity

Federal Income Tax Aspects

Redemptions

Diagram of Partnership Structure & Commissions Atlas Futures Fund, Limited Partnership

The Risks You Face

We must pay substantial charges, which may limit your ability to receive a return on your investment.

You may not transfer your partnership interests and must rely on our redemption procedures to receive your investment back. 5

Your right of redemption is limited.

The partnership depends upon the individual general partner, and his absence could cause the partnership to cease operations. 5

General partner and commodity trading advisor will serve other businesses and may not have adequate time to devote to the partnership. 5

There are conflicts of interest in the partnership structure which may limit our profits.

You will be taxed on profits regardless of whether they are distributed.

You will have to pay taxes on profits in a current year which may be lost in future years.

If the general partner selects a new trading advisor, it may not be as profitable as the one replaced, and the new advisor will not be responsible for recouping any previous losses. 6

The general partner may change the commodity trading advisor and its allocation of equity without notice to you.

Factors beyond a Trading Advisor’s control may cause a Trading Advisor to deviate from its trading program or strategy. 6

You will not participate in management and may not contest the business decisions of the general partner.

Commodity futures trading is speculative.

During partnership trading, a small price movement can lead to large losses.

The general partner does not control the trading advisor or its methods and may not be able to prevent large losses.

The partnership may be unable to execute a trade before large losses are incurred due to market illiquidity.

Changes in trading equity may adversely affect performance.

Denomination of Partnership Assets at the Futures Commission Merchant in Foreign Currencies

Failure of commodity brokers or banks could result in loss of assets.

When trading in foreign exchanges, if the creditworthiness of the other parties or the value of the currency is not maintained, we may lose the value of our positions in those markets. 8

Option trading is highly risky and requires less equity to secure a trade, thus providing greater potential for loss.

Position Limits May Limit Profitability and Changes Thereof Can Produce Dramatic Price Swings.

We may not be able to compete with others with greater resources.

Resignation of individual general partner and subsequent failure of Ashley to maintain its net worth may cause suspension of trading or taxation as a corporation. 9

The general partner will not advise you, and you must rely upon your own counsel before investing in the partnership.

The partnership is not covered by the Investment Company Act of 1940.

Possibility of audit – you may be subject to audit and penalties.

General partner may settle IRS claim not in your best interest.

You may be subject to back taxes and penalties.

The general partner may cause higher fees to be paid or riskier trading by altering the management and incentive fees without prior notice to you. 9

Conflicts Of Interest

The general partner, the commodity trading advisor, the futures commission merchant, the introducing broker, the selling agent and their principals may preferentially trade for themselves and others. 10

Possible retention of voting control by the general partner may limit your ability to control issues.

The general partner is not likely to resign, even if it would be in your best interest.

The introducing broker and selling agent is affiliated with the general partner.

Partnership fees may be higher than they would be if they were negotiated.

Our profitability may be limited due to competition among traders and their unaccountability for previous losses.

Your ability to redeem your partnership interests may be lessened due to the nature of the general partner’s compensation. 10

The commodity trading advisor may engage in high risk trading to generate fees.

The individual general partner has sole control over the time he will allocate to the management of the partnership.

No Resolution of Conflicts Procedures

Interests of Named Experts and Counsel

Cautionary Note Regarding Forward-Looking Statements

Management’s Discussion and Analysis

The Partnership

The General Partners

Experience

Authority

Partnership Books and Records

The Commodity Trading Advisors

The Advisory Contract

Business Objective and Expenses

Explanatory Notes:

Securities Offered

Management’s Discussion

Description of Intended Operations

Risk Control

Trading Risks

Fiduciary Responsibility of the General Partner

Indemnification

Provisions of Limited Partnership Agreement

Provisions of Law

Provisions of Federal and State Securities Laws

Provisions of the Securities Act of 1933 and NASAA Guidelines

Provisions of the Clearing Agreement

Other Indemnification Provisions

Relationship with the Futures Commission Merchant, the Introducing Broker and the General Partner

Fixed Commissions are Competitive

Relationship with the Commodity Trading Advisors

The Commodity Trading Advisors Will Trade for Other Accounts

Non-Disclosure of the Commodity Trading Advisor’s Methods

Charges to the Partnership

iii

Compensation of the Commodity Trading Advisors

Restrictions on Management Fees

Compensation of Futures Commission Merchant, Introducing Broker, Selling Agent and General Partner

Fee Paid By Partnership to the Corporate General Partner

Selling Commission

Brokerage Fees Paid By the Corporate General Partner to the Futures Commission Merchant

Miscellaneous Fees to Futures Commission Merchant

Rights of General Partner

Other Expenses

Charges to the Partnership

Investor Suitability

Potential Advantages

Equity Management

Investment Diversification

Limited Liability

Administrative Convenience

Access to the Commodity Trading Advisors

Use of Proceeds

Determination of the Offering Price

The General Partner

Identification

Michael P. Pacult

Ownership in Commodity Trading Advisors and Futures Commission Merchant

Ownership in the Partnership

Trading By the General Partner; Interest in the Pool

Regulatory Notice

Trading Management

No Affiliation with Commodity Trading Advisor

Rights of the General Partner With Respect To Commodity Trading Advisor Selection and Allocation of Equity

Performance Record of the Partnership

The Commodity Trading Advisor

Hamer Trading, Inc.

Business Background

Description of Trading Program

Performance Record of Other Programs Sponsored By the General Partner

The Futures Commission Merchant

The Introducing Broker

Federal Income Tax Aspects

Scope of Tax Presentation

No Legal Opinion as To Certain Material Tax Aspects

Partnership Tax Status

No IRS Ruling

Tax Opinion

Passive Loss and Unrelated Business Income Taxes Rules

Basis Loss Limitation

At-Risk Limitation

Income and Losses from Passive Activities

Allocation of Profits and Losses

Taxation of Futures Transactions

Section 988 Foreign Currency Transactions

Capital Gain and Loss Provisions

Business for Profit

Self-Employment Income and Tax

Alternative Minimum Tax

Interest Related To Tax Exempt Obligations

Not a Tax Shelter

Taxation of Foreign Partners

Partnership Entity-Audit Provisions-Penalties

Employee Benefit, Retirement Plans and IRA’s

The Limited Partnership Agreement

Formation of the Partnership

Units of Partnership Interests

Management of Partnership Affairs

General Prohibitions

Additional Offerings

Partnership Accounting, Reports, and Distributions

Income, Loss and Expense Allocations

Transfer of Partnership Interests Only With Consent of the General Partner

Termination of the Partnership

Meetings

Redemptions

Plan for Sale of Partnership Interests

The Selling Agent

Underwriting Compensation

No Sales to Discretionary Accounts

Subscription Procedure

Subscription Amounts

Revocation and Acceptance of Subscription

Net Worth Tests

Investor Warranties

Compliance with Anti-Money Laundering Laws

Legal Matters

Litigation and Claims

Legal Opinion

Experts

Additional Information

Atlas Futures Fund, Limited Partnership

Reviewed Financial Statements - June 30, 2012

Audited Financial Statements – years ended December 31, 2011, 2010, and 2009

Ashley Capital Management, Inc.

Audited Financial Statements – years ended December 31, 2011, 2010, and 2009

Suitability Standards

You should only invest a limited amount of the risk portion of your total portfolio and should not invest more than you can afford to lose.

To invest the minimum $25,000 in this partnership, you must have either:

a net worth of at least $250,000, exclusive of home, furnishings and automobiles, or

an annual gross income of at least $70,000 and a net worth, similarly calculated of at least $70,000.

Residents of the following States must meet the specific requirements set forth below. Net worth, is in all cases, to be calculated exclusive of home, furnishings and automobiles. You may not invest more than 10% of your net worth, exclusive of home, furnishings and automobiles, in the partnership. No entity, including ERISA plans, should invest more than 10% of its liquid net worth (readily marketable securities) in the partnership.

California—Net worth of at least $250,000 or a net worth of at least $70,000 and annual taxable income of at least $70,000.

Kansas—It is recommended by the Office of the Kansas Securities Commissioner that Kansas investors not invest, in the aggregate, more than 10% of their “liquid net worth” in this and similar direct participation programs. For these purposes, “liquid net worth” is defined as that portion of net worth which consists of cash, cash equivalents and readily marketable securities.

Nebraska—Net worth of at least $250,000 or a net worth of at least $70,000 and annual taxable income of at least $70,000.

South Carolina—Net worth of at least $250,000 or a net income in the preceding year some portion of which was subject to maximum federal and State income tax.

Texas—Net worth of at least $250,000 or a net worth of at least $70,000 and annual taxable income of at least $70,000.

In the case of sales to fiduciary accounts, the net worth and income standards may be met by the beneficiary, the fiduciary account, or, if the donor or grantor is the fiduciary, by the donor or grantor who supplies the funds to purchase the partnership interests.

The foregoing suitability standards are regulatory minimums only. Merely because you meet such requirements does not necessarily mean that a high risk, speculative and illiquid investment such as one in the partnership is, in fact, suitable for you.

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Summary of the Offering

This summary is to assist your understanding of the offer. To be certain you have a full understanding of the risks of this investment, you must carefully review the entire document, including the exhibits.

The Partnership

The Atlas Futures Fund, LP allows you to participate in alternative or non-traditional investments, namely the U.S. and international futures markets. Futures contracts are traded on a wide variety of commodities, including agricultural products, metals, energies, livestock products, government securities, currencies and stock market indices. Options on futures contracts are also traded on U.S. and foreign commodity exchanges. The general partner uses its discretion to employ advisors that look to manage risk and volatility.

The principal of the general partner has provided advisory services for individual managed accounts for 30 years similar to the services he is providing for the partnership, and he has developed and refined his approach to evaluating professional advisors over that period.

Atlas Futures Fund, Limited Partnership is a Delaware limited partnership organized on January 12, 1998 and maintains its main business office at 505 Brookfield Drive, Dover, DE 19901, (800) 331-1532. Its books and records are kept at the offices of the corporate general partner, 5914 N. 300 West, Fremont, IN 46737, (260) 833-1306. The partnership is operated pursuant to a limited partnership agreement which is included as Exhibit A and is managed and controlled by Ashley Capital Management, Inc., a Delaware corporation, and Michael P. Pacult, who are collectively referred to as the general partner. The general partner employs independent registered trading managers called commodity trading advisors to select trades for the partnership. The pool currently employs a single trading advisor.

Description of Securities Offered for Sale

Pursuant to previous offerings, we sold a total of $14,213,748 of partnership interests. As of the effective date of this prospectus, we are offering by this prospectus an additional $10,000,000, in value of partnership interests, which will be sold at the partnership’s net asset value per partnership interest on the close of business on the last day of the month in which the subscription agreement is received. This offering has no minimum and will be continuously offered until it terminates three years from the date of this prospectus, or at an earlier date at the sole discretion of the general partner.

Plan for Sale of Partnership Interests and Use of Depository Account

All sales will be made through the selling agent, which will receive a 6% up front selling commission on gross subscription proceeds. It will use its best efforts, which means it will try, but not guarantee, to sell the partnership interests. To have good funds available on the last day of the month when your subscription will be accepted, the corporate general partner will maintain a depository account at either Star Financial Bank, Angola, IN to hold your subscription from the date of submission to the date you become a partner. No escrow agent will be used.

Subscription Procedure

To purchase partnership interests, you must complete and execute a subscription agreement (Exhibit D), deliver your executed subscription documents and check for your investment, which should be made payable to “Atlas Futures Fund, LP,” and pay for at least $25,000 in partnership interests, though the general partner may reduce this amount to not less than $5,000.

You must also have the minimum net worth and income provided in the Notice to Residents of the State of your residence if it is listed at the front of this prospectus or, one of the following: (i) a minimum net worth, exclusive of your home, home furnishings and automobiles, of $250,000, or (ii) a minimum annual gross income of $70,000 and a minimum net worth of $70,000, both exclusive of your home, home furnishings and automobiles.

Who Will Benefit From an Investment in the Partnership

You are likely to benefit from an investment in the partnership if you want to diversify your portfolio and if you have investment money available that you can afford to lose without adverse consequences to your ability to support your family and your lifestyle. Recent volatility in the U.S. equity market has made clear the risks associated with investments concentrated within a single market. This investment presents the opportunity to participate in markets which are typically not represented in most investors’ portfolios and which can be profitable in both rising and falling markets.

However, if you cannot afford the risk of losing your entire investment in this partnership, you should not purchase these partnership interests.

Business Objectives and Expenses

We are organized to be a commodity pool to engage in the speculative trading of futures, which are instruments designed to permit producers to hedge or investors to speculate in various interest rates, commodities, currencies, stock indices and other financial instruments, both domestic and globally. We also trade options on

futures contracts, which give the purchaser the right to acquire or sell a given contract at a specified time at a specified price, and other financial instruments.

We do not anticipate you will receive distributions and cannot guarantee that we will meet our objectiv es or avoid substantial losses.

We are subject to substantial charges. For each $1,000 of investment in partnership interests, we must earn a profit of $243.95, or 24.40%, in the first year of investment to maintain the value of the investment. In the second year of investment, the partnership must generate a return of $161.65, or 16.17%, to maintain the value of the partnership interests over that twelve month period, assuming the maximum offering amount is sold.

Summary Risk Factors

Investment in the partnership interests is speculative, illiquid, and highly risky. You should purchase partnership interests only if you can afford to lose your entire investment. For a complete description of the risks of an investment in the partnership, see the Risk Factors section beginning on page 5.

Our business is the speculative trading in futures contracts, and options on those contracts, selected by a registered commodity trading advisor. This trading is highly leveraged and takes place in very volatile markets.

Past results of this partnership or the commodity trading advisor do not guarantee future results.

This partnership pays substantial fixed management fees and commission costs. There is no guarantee that you will receive a return on your investment.

This partnership will not make distributions. To receive a return on your investment, you must use our redemption procedure.

Although you will not receive distributions, you must pay Federal and state income taxes on your share of any profits earned by this partnership.

The general partner and affiliates have conflicts of interest with regard to the management of this partnership. Specifically, the individual general partner is the sole principal of the corporate general partner and is a 50% owner of the affiliated selling agent and introducing broker. Accordingly, their fees have not been negotiated at arm's length and there will be no independent due diligence performed in regard to interests sold. However, the brokerage commissions are less than the presumptive fair and reasonable limit provided by the guidelines of the North American Securities Administrators Association.

Charges to the Partnership

The following table identifies who is paid by the partnership, what they do for the partnership, and their rate of compensation:


Entity	Nature of Service	Amount of Compensation
The general partner (Ashley Capital Management, Inc. and Mr. Michael P. Pacult)	Manages the partnership; negotiates and pays trading costs; assumes credit risk of the partnership to the futures commission merchant	The partnership pays the corporate general partner a fixed annual brokerage commission of 11% of partnership net assets, of which it retains 4% and pays 7% to the introducing broker to clear domestic trades. [$2,750^†]
The commodity trading advisor (Hamer Trading, Inc.)	Makes trades for the partnership	1% management fee calculated on prior month end assets allocated to trade. 20% quarterly incentive fee on all new net profits it has generated (this includes all new profits generated during the quarter, adjusted for changes in trading equity and losses in previous quarters)
	2
The futures commission merchant (Vision Financial Markets LLC)	Accepts trades from the advisor, clears the trades; holds the partnership’s trading equity	The introducing broker pays the futures commission merchant for the per round turn commissions for domestic trades entered by the trading advisor. The partnership pays the per round turn commission for trades made on foreign exchanges.
The introducing broker (Futures Investment Company)	Introduces the trades from the advisor to the futures commission merchant	Shares 7% of the 11% brokerage commissions paid to the corporate general partner, with which it pays the futures commission merchant for domestic trades generated by the trading advisor. [$1,750^†]
The selling agent (Futures Investment Company)	Sells investment in the partnership	FIC, as selling agent, will receive a 6% selling commission of the gross subscription amount. Other compensation to it includes $2,000 paid by the partnership for legal fees associated with the review of the offering by FINRA. [$250^†]
Lawyers and Accountants (The Scott Law Firm, Ltd., Patke & Associates, Ltd., CPA, and other accountants)	Continuing legal and accounting work	Operating expenses are estimated at $120,000 annually, with $40,000 for accounting, $38,000 for audit, $27,000 for legal, $8,000 for regulatory fees and $7,000 for other. Expenses related to this offering are estimated to be $55,000. Claims cannot be estimated but will be paid as incurred. [$311^† offering; $677^† ongoing annual expenses]

Use of Proceeds

The partnership has paid the organizational expenses. Offering and operating expenses are paid as incurred.

The general partner reserves the right to apply all partnership assets not allocated to pay expenses toward trading commodities and cash reserves, including investments in U.S. Treasuries, cash management funds that invest in only U.S. Treasuries, and foreign treasuries held with the respective issuing department of treasury, all held in the name of the partnership.

Selection of Commodity Trading Advisors and Allocation of Equity

The general partner has allocated substantially all trading equity to Hamer Trading Inc. to trade as the sole commodity trading advisor to the partnership. The trading advisor is responsible for selecting the markets traded and the number of contracts per trade entered on behalf of the partnership under the authority granted by a power of attorney from the partnership to the trading advisor. The advisor is authorized to make short sales, with unlimited risk of loss, on behalf of the partnership. The general partner, without prior notice to you, in its sole discretion, may adjust the allocation of equity to the advisor and terminate or add trading advisors.

Federal Income Tax Aspects

Although you will not be paid distributions, you will have to pay income taxes on profits and interest, if any, for the taxable year in which it is earned. The partnership reports on a December 31 year end.

Redemptions

You may request the general partner to accept the surrender of your partnership interests for cash through our redemption procedures. The general partner will use its best efforts to comply with all redemption requests, but may not be able to do so because of insufficient liquid assets. You will not be allowed to make any redemption during the first twelve months of your initial investment. There will be no charge for redemptions. See, The Limited Partnership Agreement, Redemptions.

The Risks You Face

Investment in the partnership interests is speculative, illiquid, and highly risky. You should purchase partnership interests only if you can afford to lose your entire investment. All of the following risks, except payment of fixed expenses, are present without regard to the amount of partnership interests sold.

We must pay substantial charges, which may limit your ability to receive a return on your investment.

We must pay our expenses before you will realize a profit. They are (i) fixed brokerage commissions of 11% per year upon the partnership’s net assets for domestic trades plus actual commissions charged by the futures commission merchant for trades made on foreign futures exchanges, if any; (ii) a management fee of 1% of assets allocated to trading, and an incentive fee of 20% to the commodity trading advisor to the partnership, of its new net profits; (iii) a fixed up-front selling commission of 6% of the subscription amount; (iv) yearly expenses estimated at $120,000, of which $40,000 is paid for accounting, $38,000 for audit, $27,000 for legal, $8,000 for regulatory and the balance of $7,000 for variable operating expenses such as printing, telephone, postage, and office supplies, and (v) extra-ordinary expenses such as claims and defense of claims from brokers, partners, and other parties.

The incentive fees are determined and accrued monthly, but paid quarterly to the commodity trading advisor. We may be subject to substantial incentive fees in the initial quarters of any given year which will not be refunded, even if we experience subsequent losses which produce a net loss for that year. See Charges to the Partnership.

You may not transfer your partnership interests and must rely on our redemption procedures to receive your investment back.

You can assign or transfer your partnership interests only with the consent of the general partner, which will be granted only upon limited circumstances. See The Limited Partnership Agreement, Transfer Of Units Only With Consent Of The General Partner and the Limited Partnership Agreement (Exhibit A).

Therefore, you must rely on our redemption procedures to receive your initial investment adjusted to reflect profits, payment of expenses, and losses. See The Limited Partnership Agreement, Redemptions.

Your right of redemption is limited.

Our redemption procedures provide that the redemption amount will be based upon the net asset value of the partnership interests as calculated at the end of the month in which the redemption request is received. The redemption request must be received no less than 10 days prior to the redemption effective date and be approved by the general partner, and it may not be granted if we do not have enough liquid assets.

Subject to the foregoing limitations, the general partner intends to grant all redemption requests received no less than ten days prior to the last business day of the month and will use its best efforts to pay those requests within twenty days after the last business day of the month in which the redemption request was received. You may be prevented from redeeming your partnership interests before they are significantly devalued. In such circumstances, the general partner will use its best efforts to cause partnership assets, including open trading positions, if any, to be converted into cash to meet redemption requests and fulfill them as soon as is practicable. However, if this cannot be done in a timely fashion due to illiquid markets, for instance, those non-cash assets could be further devalued and reduce the partnership’s net asset value per unit, thus potentially having a negative effect on the eventual redemption amount. See The Limited Partnership Agreement, Exhibit A, Redemptions.

Though past performance is no guarantee of future results, all redemption requests made to pools that the individual general partner has managed since he began managing commodity pools in August, 2003 were fulfilled on time, except that redemptions in a private pool managed by an affiliate were temporarily suspended, pending resolution of the liquidation of its futures commission merchant.

Further, substantial redemption requests could adversely affect us by the liquidation of positions too rapidly or on unfavorable terms which prevent us from satisfaction of all redemption requests, or the reduction of our available trading equity at a time when we have an opportunity to earn substantial profit.

The partnership depends upon the individual general partner, and his absence could cause the partnership to cease operations.

You will be relying entirely on the ability of the general partner to select and monitor the commodity trading advisors selected for the partnership. The individual general partner is the sole principal and officer of the corporate general partner. If he becomes unable to perform his duties, we could be required to cease operations and trading until a replacement for him is found.

General partner and commodity trading advisor will serve other businesses and may not have adequate time to devote to the partnership.

The individual general partner currently manages other commodity pools and both general partners expect to manage additional pools in the future. They may

negotiate better terms for advisors, clearing and other services for those other pools in competition with this pool. The commodity trading advisor currently manages other commodity accounts and may manage new accounts, including personal accounts and other commodity pools. The commodity trading advisor has developed special trading programs to trade this partnership’s account. Accordingly, there is no guarantee that our trading results will be similar to or better than any of the trading advisor’s other accounts. Our business could be adversely affected by the failure of either the individual general partner and sole principal of the corporate general partner, or the trading advisor to devote sufficient time to the partnership affairs. See Risk Factors, Trading Management, and The Commodity Trading Advisors.

There are conflicts of interest in the partnership structure which may limit our profits.

Before investing in this partnership, you must consider the actual and potential conflicts of interest that exist in our structure and operation. Specifically, the individual general partner is also a principal of Futures Investment Company, the selling agent and introducing broker. Therefore, the individual general partner will probably not replace Futures Investment Company in either of such capacities because it receives 7% brokerage commissions as introducing broker and a 6% selling commission as selling agent.

In addition, because the selling agent is affiliated with the general partner, no independent due diligence of this offering will be conducted in regard to interests it sells. The individual general partner, through its 50% ownership in the introducing broker, retains a portion of the fixed brokerage commissions and, therefore, is unlikely to resign. See Risk Factors, Conflicts of Interest, and the Limited Partnership Agreement (Exhibit A).

You will be taxed on profits regardless of whether they are distributed.

We do not intend to make cash distributions from profits. Regardless of whether distributions are made, if we realize profits for a fiscal year, you must report that income on your tax returns.

You will have to pay taxes on profits in a current year which may be lost in future years.

We might sustain losses that offset our profits after the end of the year. So you might never receive a distribution equal to your share of our prior year’s taxable income. See Federal Income Tax Aspects and The Limited Partnership Agreement (Exhibit A).

If the general partner selects a new trading advisor, it may not be as profitable as the one replaced, and the new advisor will not be responsible for recouping any previous losses.

We rely upon a commodity trading advisor to generate profits pursuant to an Advisory Contract and Power of Attorney (Exhibit F). Either the general partner or a trading advisor may terminate the relationship at any time. If this happens, or if a trading advisor becomes unable to serve us for any other reason, the general partner may have to find one or more alternate trading advisors. We cannot guarantee that any alternate trading advisor will trade as profitably as the original trading advisor, or that it would be retained on terms which are as favorable. Also, any new trading advisor will not be obligated to recoup losses, if any, incurred by the prior trading advisor before it is paid incentive fees on new net profits it generates.

The general partner may change the commodity trading advisor and its allocation of equity without notice to you.

Without prior notice to you, the general partner may change the commodity trading advisor and the amount of equity allocated to it at any time, for any reason.

Factors beyond a Trading Advisor’s control may cause a Trading Advisor to deviate from its trading program or strategy.

Economic, market and other conditions may cause a trading advisor to deviate from its stated trading program or strategy. There can be no guarantee that any trading advisor would alert the general partner to such a change.

You will not participate in management and may not contest the business decisions of the general partner.

You may not manage or conduct our business in any way or you would be deemed a general partner, which is not allowed by the Limited Partnership Agreement (Exhibit A). Accordingly, you are bound by the business decisions of the general partner.

Commodity futures trading is speculative.

Commodity futures and option contract prices have a high risk of loss and are volatile. Specifically (i) price movements are influenced by such unpredictable variables as: changes in supply and demand; weather; agricultural trade, fiscal, monetary and exchange control programs and policies of governments; national and international political and economic events; and, changes in interest rates, governments, exchanges, and other market authorities that intervene to influence prices; (ii) even if the analysis of the fundamental conditions by a commodity trading advisor is correct, prices still may not react as predicted; (iii) analysis by the use of a computer program to measure price, historical price averages, momentum and other technical factors deemed important by a commodity trading advisor may also fail to predict

price direction; (iv) it is possible for most of our open positions to be unprofitable at the same time; (v) price changes may reach a limit upon which trading rules require a suspension of trading for a specified period of time. It is possible for these limits to be reached in the same direction for successive days. This may prevent us from exiting a position, and when the market reopens, we could suffer a substantial loss on the position; (vi) losses are not limited to the margin allocated to hold the position and may exceed the total equity in our account, though the general partner assumes the risk in this event; and (vii) short positions, which have unlimited risk of loss, will be taken on our behalf by the trading advisor.

During partnership trading, a small price movement can lead to large losses.

A small amount of money relative to the value of the contract traded, called margin, must be deposited to place and hold a trade. The margin amount is typically between 5% and 15% of the value of the contract traded. This permits a large percentage gain or loss relative to the margin deposit. For example, if at the time of purchase, 5% of the futures contract price is deposited as margin, a 5% decrease in the position’s value will cause a loss of all the equity allocated to the trade, which could equal the entire value of the account. The losses could be substantially more than the margin deposited and the total value of the account, though the partners will not be subject to margin calls.

The General Partner may employ leverage with the trading advisor, which may increase volatility and negatively impact Fund performance

The general partner, at its sole discretion and without notice to you, may cause the trading advisor to trade the Fund’s assets allocated to it at a higher or lower trading level normally utilized by the trading advisor employing the trading program that will be traded on behalf of the Fund. The range of leverage may be from 0.5 to 2.0. This means general partner may request the trading advisor to trade each $1,000,000 of Fund equity as though it were only $500,000 (0.5 times, or half, leverage), or as though it were $2,000,000 (2 times leverage). At 0.5 leverage, the trading advisor will trade about half the number of contracts for each trade that it would normally trade for a given account size, and at 200%, the trading advisor will trade about twice the number of contracts it would for a given account size. The Fund could experience either greater or less volatility relative to accounts that invest with the advisor at the normal (100%) trading level of the trading program, depending on the amount of leverage utilized. Increased leverage will magnify both profits and losses to the Fund while decreased leverage will diminish both profits and losses to the Fund. The fixed brokerage commission paid by the Fund will not vary if leverage is increased or decreased. Nor, will the 20% incentive fee paid to the trading advisor change with leverage; although, the dollar amount paid due to profits, if any, will vary with leverage.

The general partner does not control the trading advisor or its methods and may not be able to prevent large losses.

The commodity trading advisor enters trades on our behalf directly with the futures commission merchant. The general partner does not know the trades before they are made, nor does it know the trading advisor’s methods, the number of contracts bought or sold, or the margin required. The trading advisor will not notify the general partner of any modifications, additions or deletions to its trading methods and money management principles. We may suddenly suffer large losses before the general partner knows remedial action must be taken.

The partnership may be unable to execute a trade before large losses are incurred due to market illiquidity.

It is not always possible to execute a buy or sell order. Such illiquidity can be caused by a lack of interest in the contract caused by market conditions which produce no persons willing to buy or sell, or the suspension of trading which may occur because the price limit for a contract has been reached.

Most United States commodity exchanges limit price movement in a single direction by rules referred to as price limits. Once these limits have been reached, no trades may be executed at prices beyond the limits for a specified amount of time, usually until the next trading day. However, given sufficient price movement the following day, price limits may be imposed again. Accordingly, price limits may be in effect for protracted time periods. No trading may be made in the direction of the price movement while the limit is in place. The frequency of the imposition of price limits or the length of time they will be in effect cannot be predicted. This causes illiquidity and exposure to substantial losses. These losses could exceed the total equity in our account, for which the general partners, not the limited partners, are responsible.

Changes in trading equity may adversely affect performance.

Commodity trading advisors often are unable to adjust to changes in the amount of money they manage. This is because (i) the larger amount of equity under management requires larger trades to be made, which may be more difficult to execute, (ii) there are legal limits called position limits upon the number of positions that may be taken on a particular commodity, and (iii) it may be more difficult to scale in positions, which is when a trading advisor takes positions at different prices at different times and then allocates those positions on a ratable basis when a change in its allocated equity occurs. See Appendix I for the full definitions of position limits and scale in positions.

The commodity trading advisor may not limit the total equity it accepts and may suffer losses which cause a withdrawal of the equity it manages. A commodity trading advisor’s rate of return tends to decrease as the amount of equity under management increases.

Denomination of Partnership Assets at the Futures Commission Merchant in Foreign Currencies

The general partner may change the currency denomination in which the partnership assets are held at the futures commission merchant (e.g., U.S. Dollars, Euros, British Pound, Yen, etc.). Although the assets will be physically held by the merchant selected by the general partner in a United States account, they will be subject to currency rate fluctuations, which may work to the benefit or detriment of fund assets.

Failure of commodity brokers or banks could result in loss of assets.

If the futures commission merchant or other entity with which our money is on deposit becomes bankrupt, we might only recover some, if any, of the equity in our account. The deposits in our bank accounts will be insured for only $250,000 and payment on insured deposits may be delayed. As of April 1, 2008, the General Partner began to exercise its discretion to put partnership equity not used for margin in accounts not maintained by or accessible by the futures commission merchant. This includes U.S. Treasuries held at the U.S. Treasury and investments in cash management funds that invest in only U.S. Treasuries, all held in the name of the partnership. The General partner reserves the right to put partnership equity not used for margin in accounts not maintained by or accessible by the futures commission merchant. This includes U.S. Treasuries held at the U.S. Treasury and investments in cash management funds that invest in only U.S. Treasuries, all held in the name of the partnership.

When trading in foreign exchanges, if the creditworthiness of the other parties or the value of the currency is not maintained, we may lose the value of our positions in those markets.

Trading commodities involves entering a contract, or option to contract, for the delivery of goods or money at a future date. The value of the contract or option depends directly upon the creditworthiness of the parties and the value of the item traded. The commodity trading advisor trades commodities on United States commodity exchanges and foreign commodity exchanges. The commodity exchange contracts and options traded on United States exchanges are guaranteed by the members’ credit. Contracts and options upon foreign commodity exchanges are usually not regulated by specific laws and are backed only by the parties to the contracts. It is possible for a price movement or a devaluation of a currency in a particular contract or option to be large enough to destroy the creditworthiness of the contracts and options issued by a particular party or government, or all of the contracts and options of an entire market. In either of those situations, we could lose the entire value of a position with little recourse to regain any of its value. In addition, the price of any foreign futures or foreign options contract and, therefore, the potential profit and loss thereon, may be affected by any variance in the foreign exchange rate between the time a position is established and the time it is liquidated, offset or exercised.

Option trading is highly risky and requires less equity to secure a trade, thus providing greater potential for loss.

We reserve the right to trade options, both puts and calls. After a position is taken, a liquid market may not exist for any particular commodity option or at any particular time. In an illiquid market, we may not be able to buy or sell to offset, or liquidate, the positions we have taken.

Option trading allows us to trade with less equity on deposit. Accordingly, the risk of loss of the entire account is great in the case of selling option premium.

Position Limits May Limit Profitability and Changes Thereof Can Produce Dramatic Price Swings.

The Commodity Futures Trading Commission and the United States commodity exchanges have established limits referred to as Speculative Position Limits or Position Limits. These are different from the price limits described before. They are limits on the maximum net long or net short futures or options positions which any person or group of persons may own, hold, or control in futures contracts. The positions taken among all commodity accounts owned, controlled or managed by a trading advisor and its principals are combined for position limit purposes. Thus, a trading advisor may not be able to hold sufficient positions for us to maximize the return on a particular trade because it may be taking similar positions for others. A material change in the position limits of one or more futures markets could cause a large liquidation of or large addition to positions in such markets, which could cause dramatic price swings.

We may not be able to compete with others with greater resources.

Commodity futures trading is highly competitive. We compete with others who may have greater experience, more extensive information about developments affecting the futures markets, more sophisticated means of analyzing and interpreting the futures markets, and greater financial resources.

Those with greater experience and financial resources have a better chance at trading profitably. For instance,

we will not maintain a warehouse to take delivery of commodities and will not have a large capital base to allow us to hold positions through bad times.

Resignation of individual general partner and subsequent failure of Ashley to maintain its net worth may cause suspension of trading or taxation as a corporation.

Any general partner wishing to voluntarily withdraw from the partnership must give 120 days prior written notice to the limited partners. If a general partner withdraws and the limited partners or remaining general partner elects to continue the partnership, the withdrawing general partner shall pay all expenses incurred as a result of its or his withdrawal.

When the sole general partner of a partnership is a corporation, the tax rules require conditions to be met to allow the partnership to be taxed as a partnership and not as a corporation. To be taxed as a partnership requires that two or more of the following tests be met: decentralized management, unlimited liability, limited transferability of shares, and limited continuation of existence.

No tax IRS ruling has been or will be requested to confirm the tax opinions expressed in this prospectus. If we were taxed as a corporation for Federal income tax purposes, our income or loss would not be passed through to you, we would be taxed at corporate rates, all or a portion of any distributions made to you would be taxed to you as dividend income, and the amount of such distributions would not be deductible in computing our taxable income. However, the partnership tax counsel has delivered an opinion to the general partner that this partnership, as presently operated by the general partner, will be taxed as a partnership and not as a corporation. See Federal Income Tax Aspects.

The general partner will not advise you, and you must rely upon your own counsel before investing in the partnership.

Purchasing partnership interests does not create an Individual Retirement Account, commonly called an IRA, and the creation and administration of an IRA are solely your responsibility. The assets of a retirement account should be carefully diversified and you should only allocate high risk capital to this partnership. If you invest a significant portion of your retirement plan or IRA assets in this partnership, you could be exposing that portion to significant loss. The general partner will not advise you in any manner on an investment in this partnership, including matters of diversification, prudence, interpretation of the partnership agreement, and liquidity. Accordingly, you must rely upon the experience of qualified legal, investment and tax counsel you select.

The partnership is not covered by the Investment Company Act of 1940.

Stock investment companies and investment advisors must be registered under the Investment Company Act of 1940, as amended. Because the business of the partnership, the individual and corporate general partners, and the commodity trading advisor involves only the trade of futures regulated pursuant to the Commodity Exchange Act, none of them is required, nor does any intend, to be registered under the Investment Company Act of 1940 or any similar state law. Therefore, you are not protected by any such legislation.

Possibility of audit – you may be subject to audit and penalties.

If our return is audited, the IRS may make adjustments to our reported items. If an audit results in an adjustment, you may be required to file amended returns, subject to a separate audit, and required to pay back taxes, plus penalty and interest.

General partner may settle IRS claim not in your best interest.

Ashley Capital Management, Inc. is named tax matters partner. This grants it the power to settle any IRS claim on your behalf if you hold 1% or less interest in this partnership and do not timely object to the tax matters partner’s authority, after notice. Such settlement may not necessarily be in your best interest. See Federal Income Tax Aspects.

You may be subject to back taxes and penalties.

The Scott Law Firm, Ltd. has delivered an opinion to the general partner that this partnership, as presently operated by the general partner, will be taxed as a partnership and not as a corporation. This opinion does not include the tax treatment of expenses to prepare the prospectus and selling expenses because they have to be allocated between expenses attendant to formation and ordinary business expenses by the general partner. In addition, commodity trading advisor fees are combined with employee business expenses and other expenses of producing income and are deductible only if the operation of the partnership is the conduct of a trade or business. The general partner believes that our intended operations qualify as a trade or business.

The general partner may cause higher fees to be paid or riskier trading by altering the management and incentive fees without prior notice to you.

The general partner has reserved the right to raise, without prior notice to you, the incentive fee to a maximum of 27% while lowering the total management fees between the commodity trading advisor and general partner to 0%. Also, the general partner may institute or raise the total management fees to 6% provided the total incentive fees are lowered to 15%. In general, a lower

management fee and higher incentive fee may result in higher fees being paid during times of profit, whereas a higher management fee and lower incentive fee would result in higher fees being paid in times of losses. The general partner does not expect to make changes in the management and incentive fees often, and will only make changes effective as of the first business day of a subsequent month. The general partner will notify you of any change in fees within seven business days.

Conflicts Of Interest

There are present and potential future conflicts of interest in our structure and operation you should consider before you purchase partnership interests. The general partner will use this explanation of conflicts as a defense against any claim or other proceeding made against the individual or corporate general partner, the commodity trading advisor, the introducing broker, the selling agent, the futures commission merchant or any principal or affiliate, agent or employee of any of them.

The general partner, the commodity trading advisor, the futures commission merchant, the introducing broker, the selling agent and their principals may preferentially trade for themselves and others.

Because the general partner, the commodity trading advisor, the introducing broker, the selling agent, the futures commission merchant and their principals and affiliates may trade for themselves and others, conflicts of interest may exist or be created in the future. For example, if these people trade their own account, you will not have access to their trading records. They could possibly take their positions prior to the positions they know will be placed for the partnership, although, they have stated they will not do so.

Possible retention of voting control by the general partner may limit your ability to control issues.

The general partner, its principal and its affiliates may purchase an unlimited amount of partnership interests. These persons include the individual general partner. It is possible that they could purchase enough partnership interests to retain voting control. They could then vote, individually or as a block, to create a conflict with your best interests. Such voting control may limit the limited partners’ ability to achieve a majority vote on such issues as amendment of the Limited Partnership Agreement,

change in our basic investment policy, dissolution of this partnership, or the sale or distribution of our assets. However, neither general partner may, directly or indirectly vote on the issue of their removal.

The general partner is not likely to resign, even if it would be in your best interest.

It is unlikely that either general partner would voluntarily resign, even if it would be in your best interest, because the corporate general partner retains a portion of the fixed brokerage commissions paid to it, and the individual general partner also serves as the sole shareholder, director and principal of the corporate general partner.

The introducing broker and selling agent is affiliated with the general partner.

The president and 50% owner of the introducing broker and selling agent, Futures Investment Company, is the sole principal, officer and director of the general partner. As introducing broker, it will receive a portion of the brokerage commissions paid to the futures commission merchant for trades placed by the trading advisor. As selling agent, it will receive a 6% selling commission.

Partnership fees may be higher than they would be if they were negotiated.

The fixed brokerage commission to Ashley Capital Management, Inc., corporate general partner and commodity pool operator, has not been negotiated at arm’s length, though they are less than the presumptive fair and reasonable limit provided by the guidelines of the North American Securities Administrators Association. The general partner accepts the credit risk of the partnership to the futures commission merchant, reviews the daily positions and margin requirements of the partnership, and pays the futures commission merchant's domestic charges. From the fixed brokerage commissions paid to the corporate general partner, it must pay round turn brokerage commissions to the futures commission merchant. Some of the remaining portion of the fixed brokerage commissions will be kept by the corporate general partner. Conversely, the corporate general partner will pay the futures commission merchant any domestic round turn commissions incurred that exceed the fixed brokerage commissions.

Our profitability may be limited due to competition among traders and their unaccountability for previous losses.

The general partner has sole and absolute discretion to select and terminate commodity trading advisors. If it appoints multiple trading advisors, each will trade independently of the others. Also, they may compete for similar positions or take positions opposite each other, which may limit our profitability. If a trading advisor is replaced, the new trading advisor will receive any earned incentive fees regardless of the previous trading advisor’s performance. As incentive fees are paid based upon each trading advisor’s performance, it would be possible for us to experience a net loss and be required to pay out incentive fees to one or more of the traders.

Your ability to redeem your partnership interests may be lessened due to the nature of the general partner’s compensation.

The general partner receives a fee based upon our net asset value available for trading. This gives it an incentive to withhold distributions and to discourage redemption. The general partner will try to honor all redemption requests within twenty days after the last day of the preceding month in which the request was made. However, if the partnership does not have enough liquid assets, it may not be able to honor the request on time, or possibly at all.

The commodity trading advisor may engage in high risk trading to generate fees.

As a general rule, the greater the risk assumed, the greater the potential for profit. Because the commodity trading advisor receives incentive fees on our new net profits, it might select trades which are too risky for us.

The individual general partner has sole control over the time he will allocate to the management of the partnership.

The individual general partner is responsible for managing this partnership and managing three other commodity pools, Bromwell Financial Fund, LP, TriView Global Fund, LLC, and Strategic Opportunities Fund, LLC. He also sells limited partnership interests in some of the above commodity pools, from time to time and performs other investor relations services as a principal and registered representative of Futures Investment Company, an introducing broker and broker dealer of which he is a 50% owner.

He has also reserved the right to trade for his own account and to form and manage other commodity pools and ventures. He is solely responsible for the allocation of his time to the management of this partnership as well as the other projects he currently manages and will manage in the future. He manages his time, in part, by the delegation of many of the tasks, such as trade selection and preparation of financial reports and offering documentation, to independent commodity trading advisors, accountants, and attorneys. He believes he presently has and will, in the future, have sufficient time to devote to the affairs of the partnership.

No Resolution of Conflicts Procedures

As is typical in many futures partnerships, the general partner has not and will not establish formal procedures to resolve potential conflicts of interest. These future potential conflicts may adversely affect both you and us. However, the general partner has taken steps to alleviate any real or potential conflict of interest by the establishment of segregated accounts to hold partnership equity at the banks, the U.S. Treasury, the futures commission merchant, and cash management funds. Also, the general partner has assured the partners that all money on deposit is in the name of and for the beneficial use of the partnership.

The previous risk factors and conflicts of interest are complete as of the date of this prospectus, however, additional risks and conflicts may occur which are not presently foreseen by the general partner. You may not construe this prospectus as legal or tax advice. Before making an investment in this partnership, you should read this entire prospectus, including the Limited Partnership Agreement (Exhibit A) and the subscription agreement. You should also consult with your personal legal, tax, and other professional advisors. See Investor Suitability.

Interests of Named Experts and Counsel

The general partner has employed The Scott Law Firm, Ltd., a New Jersey corporation, to prepare this prospectus, provide tax advice and opine upon the legality of issuing the partnership interests. Neither the law firm, its principal, any accountant, nor any other expert hired by the partnership to give advice on the preparation of this offering document has been hired on a contingent fee basis. The foregoing persons do not have any present or future expectation of interest in the general partner, the commodity trading advisor, the introducing broker, the selling agent or the futures commission merchant.

Cautionary Note Regarding Forward-Looking Statements

This prospectus includes “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act that reflect the general partner’s current expectations about the future results, performance, prospects and opportunities of the Trust. All statements other than statements of historical facts included in this prospectus may constitute forward-looking statements. The general partner has tried to identify these forward-looking statements by using words such as “may,” “will,” “expect,” “anticipate,” “believe,” “intend,” “should,” “estimate,” “foresee,” “continue,” “plan” or the negative of those terms or similar expressions. These forward-looking statements are based on information currently available to the general partner and are subject to a number of risks, uncertainties and other factors, both known, such as those described in “Risk Factors” and elsewhere in this prospectus, and unknown, that could cause the Trust’s actual results, performance, prospects or opportunities to differ materially from those expressed in, or implied by, these forward-looking statements. Although the general partner believes that the expectations and underlying assumptions reflected in these forward-looking statements are reasonable, there can be no assurance that

these expectations or underlying assumptions ultimately will prove to have been correct. Important factors that could cause actual results to differ materially from projected or forecasted results or stated expectations are disclosed in this prospectus, including under the heading “Risk Factors.”

You should not place undue reliance on any forward-looking statements. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by the general partner or any other person that the objective and expectations of the partnership will be achieved. Except as expressly required by the Federal securities laws, the general partner undertakes no obligation to publicly update or revise any forward-looking statements or the risks, uncertainties or other factors described in this prospectus, as a result of new information, future events or changed circumstances or for any other reason after the date of this prospectus.

Management’s Discussion and Analysis

The Partnership

Atlas Futures Fund, Limited Partnership is a Delaware limited partnership organized on January 12, 1998 and maintains its main business office at 505 Brookfield Drive, Dover, DE 19901, (800) 331-1532. It is qualified to be a commodity pool to engage in the speculative trading of futures and options on futures in various sectors, including, but not limited to, currencies, interest rates, energy and agriculture products, metals, and stock indices. See page 24 for the performance record of the partnership.

Our business objective is to let our invested capital appreciate while controlling losses; however, there can be no assurance that we will meet this objective.

The partnership is managed by Ashley Capital Management, Inc., a Delaware corporation, and Mr. Michael P. Pacult. The partnership does not have officers, which is why there is no report of executive compensation in this prospectus.

We operate pursuant to the terms of the limited partnership agreement attached as Exhibit A, which grants full management control to the general partner including the right to employ independent trading managers called commodity trading advisors, and will terminate at 11:59 p.m. on January 12, 2019, or upon an event causing an earlier termination.

Except for the limited partnership agreement, the partnership may not enter any contract with the general partner or commodity trading advisor that is greater than one year in duration. However, all such contracts are expected to be renewed yearly and are terminable without penalty upon sixty days, or less, written notice by the partnership.

The General Partners

The corporate general partner is Ashley Capital Management, Inc., a Delaware corporation incorporated on October 15, 1996. It was registered as a commodity pool operator and became an NFA member on January 15, 1998 and maintains its main business office at 5914 N. 300 West, P.O. Box 760, Fremont, IN 46737, (260) 833-1306. It was registered as a commodity trading advisor on July 5, 2005, though it does not currently provide services in that capacity. It is managed by Michael P. Pacult, its sole shareholder, director and president.

The individual general partner is Michael P. Pacult, who was registered as a commodity pool operator and became an NFA member on July 28, 2003 and maintains his main business office at 5914 N. 300 West, P.O. Box 760, Fremont, IN 46737, (260) 833-1306.

Both the individual and corporate general partners, as well as the partnership, will comply with all applicable registration requirements under the Commodity Exchange Act as amended.

Experience

The corporate general partner has managed this commodity pool since its inception on January 12, 1998. The individual general partner has been supervising individual managed commodity accounts for over 30 years and serves in several capacities in four other commodity pools, as follows:


Commodity Pool	Mr. Pacult Serves As
Bromwell Financial Fund, LP (publicly offered, commenced business 7/00)	Sole principal of the corporate general partner
Providence Select Fund, LP (publicly offered, closed as of 1/10)	Individual general partner and sole principal of the corporate general partner
TriView Global Fund, LLC (publicly offered, commenced business 7/2011)	Individual managing member and sole principal of the corporate managing member
Strategic Opportunities Fund, LLC (commenced business 11/05)	Sole principal of the corporate managing member

Authority

Mr. Pacult is the sole shareholder, director and principal of Ashley Capital Management, Inc. and also the individual general partner; therefore, he is the sole

decision maker of this partnership. Having said that, the signature of either the corporate or individual general partner may legally bind this partnership.

The general partner is authorized to take all actions necessary to manage the affairs of the partnership. See Article II of the Limited Partnership Agreement attached as Exhibit A.

Partnership Books and Records

Our books and records will be maintained for six years at the office of the corporate general partner, 5914 N. 300 West, Fremont, IN 46737. You may access our books and records by visiting the corporate general partner’s office at a time convenient for both parties, and you may have copies made at that time at a reasonable charge per page. The corporate general partner serves as tax partner for the partnership. The CPA firm of Patke & Associates, Ltd., 300 Village Green Drive Ste 210, Lincolnshire, IL 60069 conducts our annual audit and the annual audit of the corporate general partner, and prepares our tax returns and sends the IRS Form K-1's to the partners.

The Commodity Trading Advisors

To conduct trading on our behalf, the general partner has selected an independent commodity trading advisor, Hamer Trading, Inc. Without prior notice to you, the general partner has sole discretion to employ additional trading advisors, terminate any trading advisor, and change the amount of equity any advisor may trade. However, the general partner will give you notice of any change in trading advisor within seven days of such change. Such notice will include a description of your right to redemption.

The Advisory Contract

The general partner has assigned a substantial portion of our assets to the trading advisor, the terms of which are governed by an advisory contract and power of attorney between us and the trading advisor. See Exhibit F.

These agreements provide the trading advisor with revocable powers of attorney, which gives them sole authority to determine the markets to be traded, the location of those markets, the size of the position to be taken in each market, and the timing of entry and exit in a market. The agreements may be terminated, at any time, upon notice from one party to the other and to the futures commission merchant.

Business Objective and Expenses

Our objective is to achieve the potentially high rates of return that are possible through the speculative trading of futures and options on futures contracts. We do not expect to engage in any other business.

The general partner organized this partnership to be a commodity pool, as that term is defined in the Commodity Exchange Act. It employs independent commodity trading advisors to trade for us.

The general partner intends to allocate substantially all of our net assets to the trading advisor to conduct this trading. The trading advisor typically allocates 20% to 40% of the trading equity assigned to it to secure the trading positions it selects.

Although we do not expect to make distributions, you will nevertheless be required to pay yearly Federal, state and local taxes upon income, if any, earned by this partnership. The general partner recommends partnership interests be purchased as a long-term investment.

There can be no assurance that we will achieve our business objectives, be able to pay the substantial fixed and other costs to do business, or avoid substantial trading losses. See Charges to the Partnership.

Below is a chart explaining the expenses we expect to incur over the twelve months following the date of this prospectus. All interest income is paid to the partnership. The chart below assumes the value of each unit of partnership interest will remain constant during the next twelve months.

Expenses per $1,000 of Investment of Partnership Interest
for the First and Second 12-Month Periods of Investment


	First 12-Month Period of Investment		Second 12-Month Period of Investment
	Based Upon Units Presently Outstanding	Based Upon Maximum Units To Be Sold	Based Upon Maximum Units To Be Sold
Actual Units Sold to Date; Value	1,413 Units ($4,428,085)
Actual Units Sold Plus New Units to be Sold Pursuant to this Prospectus; Value		4,603 Units ($14,428,085)	4,603 Units ($14,428,085)
Base Price (1)	$ 1,000.00	$ 1,000.00	$ 1,000.00
Selling Commission (1)	$ 60.00 6.00%	$ 60.00 6.00%	$ 0.00 0.00%
Investment Amount After Selling Commission (2)	$ 940.00	$ 940.00	$ 1,000.00
Annual Expenses and Offering Expenses (3)	$ 27.60 2.76%	$ 14.01 1.40%	$ 14.90 1.49%
Trading Advisor Management Fees (4)	$ 9.31 0.93%	$ 9.31 0.93%	$ 9.90 0.99%
Brokerage Commissions (5)	$ 104.34 10.43%	$ 104.34 10.43%	$ 111.00 11.10%
Trading Advisors’ Incentive Fees on New Net Profits (6)	$ 44.11 4.41%	$ 40.71 4.07%	$ 27.35 2.74%
Interest Income (7)	$ (1.41) (0.14)%	$ (1.41) (0.14)%	$ (1.50) (0.15)%
Amount of Trading Income Required to Redeem Unit At Selling Price After One Year (8)	$ 243.95	$ 226.96	$ 161.65
Percentage of Initial Selling Price Per Unit	24.40%	22.70%	16.17%

Explanatory Notes:

(1) Investors will purchase partnership interests at the partnership’s month end net asset value per partnership interest. As of May 31, 2012, this was $3,134.75; however, the table is presented to reflect expenses per $1,000 investment. The initial allocation of partnership interests to an investor will be after deduction of a one-time 6% up front selling commission on the gross subscription proceeds. For the first twelve month period in which a selling commission is charged, the remaining fees are calculated based on the remaining proceeds after deduction of the selling commission ($940). For the second twelve month period, the remaining fees are calculated on the full $1,000 because there is no selling commission.

(2) This is the amount of your investment after the selling commission is deducted or, in the case of the second year of investment, the full beginning investment amount of $1,000. The remaining fees and expenses are calculated on this amount.

(3) At the current net asset value, the partnership must pay yearly expenses of approximately $120,000, of which $40,000 is for accounting, $38,000 for audit, $27,000 for legal, $8,000 for regulatory fees, and $7,000 for other. If the maximum is sold, annual expenses are estimated to be $205,000. Offering expenses going forward are estimated to be $10,000 per year.

(4) The trading advisor is paid a 1% management on prior month end net assets allocated to trading, which we have estimated at 99% of partnership net assets.

(5) Brokerage commissions and domestic trading fees are fixed by the general partner at 11/12% monthly, 11% annually, of partnership net assets plus actual commissions for trades made on foreign exchanges, if any, estimated by the General Partner to be 0.1% annually. For purposes of this calculation, we assumed that the advisor frequency of trading and the number of partnership interests outstanding during the next twelve months will remain constant.

(6) This is the amount of incentive fees charged at 20% of new net profits that the trading advisor would earn if it produced only enough profits to allow you to redeem after one year your partnership interests at the net asset value used in this table. The trading advisor is not paid an incentive fee on brokerage commissions paid to the futures commission merchant which, for purposes of this table, are estimated to be 1.5% annually.

(7) We earn interest on margin deposits with the futures commission merchant and on our bank deposits. Based on current interest rates, interest income is estimated at 0.15% annually of our net assets.

(8) This computation assumes there will be no claims or other extra-ordinary expenses during the first year.

We do not represent that the above table will reflect our actual offering expenses, operating expenses or interest income. There can be no assurance that our expenses will not exceed the amounts projected or that there will not be claims or other extra-ordinary expenses.

Securities Offered

We, Atlas Futures Fund, Limited Partnership, will offer and sell limited partnership interests in this partnership at a value determined by the month end net asset value of the partnership. See Determination Of The Offering Price.

You, the Investor will have pro rata rights to profit and losses which will vary with your investment amount and the right to vote on partnership matters such as the replacement of the general partner. See The Limited Partnership agreement attached as Exhibit A. You will not be responsible for our debts in excess of your investment amount, unless, (i) we become insolvent and you receive distributions which represent a return on your investment which, under certain circumstances, you would have to return to us to pay our debts, (ii) acquire any interest in the corporate general partner, Ashley Capital Management, Inc., or (iii) manage this partnership. See Plan For Sale of Partnership Interests and Subscription Requirements.

Your subscription agreement and check (i) must be approved by the general partner before you will become a partner and will be accepted or rejected within five business days of receipt, (ii) becomes irrevocable and may not be withdrawn five days after submission, unless, a longer statutory withdrawal period applies to you, and (iii) will be deposited and held until you are admitted into the partnership in a segregated depository account maintained by either Star Financial Bank .

There cannot be any assurance that additional partnership interests will be sold. The general partner is authorized, in its sole discretion, to terminate this or any future offering of partnership interests.

Management’s Discussion

This is the continuation of the offering of our partnership interests. We may conduct future offerings after the close of this offering and intend to raise money only through offerings, such as this one, and do not intend to borrow any money. We must pay expenses to qualify and sell our partnership interests, such as fees for the preparation of this prospectus, sales literature, and web site promotion as well as other expenses. We allocate substantially all our net assets to trading and other investments, except those assets used to pay capital and operating expenses. We have no directors, officers or employees, which is why there is no report of executive compensation in this prospectus, and conduct all our business through the general partner.

Description of Intended Operations

The general partner has selected Vision Financial Markets LLC to serve as the futures commission merchant and has selected Futures Investment Company to serve as the introducing broker. The partnership has deposited its funds to the futures commission merchant to hold as security for the trades selected by the commodity trading advisor. The general partner reserves the right to put partnership equity not used for margin in accounts not maintained by or accessible by the futures commission merchant. This includes U.S. Treasuries held at the U.S. Treasury, investments in cash management funds that invest in only U.S. Treasuries. The futures commission merchant have been directed to send the general partner, before the open of business each day, a computer or fax report which describes the positions held, the margin allocated, and the profit or loss on the positions from the date the positions were taken

Risk Control

The general partner reviews the daily transmissions provided by the futures commission merchant and makes appropriate adjustments to the allocation of trading equity. Based upon the amount of available trading equity, the trading advisor has discretion to make specific trades, determine the number of positions taken, and decide the timing of entry and departure from each trade made. In managing the partnership’s business and affairs, the general partner may contract with, and rely upon, information, research and advice provided by third parties.

The general partner will use its best efforts to monitor the daily value of the partnership, which it calculates from the daily information provided by the futures commission merchant, and will make such information available to limited partners upon request. However, the independent accountant calculates the net asset value at the end of the last business day of each month. If the daily unit value falls to less than 50% of the net asset value per unit as of March 31, 2012 of $2,991.98, or such the higher value earned through trading, then the general partner will immediately suspend all trading, provide you with immediate notice of the reduction in net unit value, and give you the opportunity, for 15 days after the date of such notice, to redeem your partnership interests according to the provisions of Article IX, Sections 9.5 and 9.6 of the Limited Partnership Agreement. This date was selected because it is the end of the last full month of trading for the prior advisor and, going forward, will be used as a high water mark for the Fund and the new advisor for special redemption purposes only. No trading shall commence until after the lapse of such fifteen day period. See Exhibit A attached.

Trading Risks

Most United States commodity exchanges limit daily fluctuations in commodity futures contracts prices by regulations referred to as daily price fluctuation limits or daily limits. 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 the daily limit for several consecutive days with little or no trading.

Such an occurrence could prevent us from promptly liquidating unfavorable positions and subject us to substantial losses. These losses could exceed the margin initially required to make the trade. In addition, even if commodity futures prices have not moved the daily limit, we may not be able to execute futures trades at favorable prices. This may be caused by light trading in such contracts or by a sudden and substantial price move in a futures contract. These limitations on liquidity are inherent in our proposed commodity futures trading operations. Otherwise, our assets are expected to be highly liquid.

Except for payment of offering and other expenses, the general partner is unaware of any anticipated known demands, commitments or required capital expenditures, material trends, favorable or unfavorable, which will affect our capital resources, or trends or uncertainties that will have a material effect on operations.

Each United States commodity exchange, with the approval of the Commodity Futures Trading Commission, and the futures commission merchant establish minimum margin requirements for each traded contract. The futures commission merchant will require the margin assigned for each account to be on deposit before a trade will be accepted. The futures commission merchant may increase the margin requirements above these minimums for any or all contracts for its customers. Because we generally use a small percentage of assets for margin, we do not believe that any increase in margin requirements will materially affect our proposed operations. However, it is possible for an increase in margins applicable to the trades the advisor selects for us to force us to liquidate positions because we cannot meet the additional margin requirements.

Management cannot predict whether the value of our partnership interests will increase or decrease. Inflation is not projected to be a significant factor in our operations, except to the extent inflation influences futures prices.

Fiduciary Responsibility of the General Partner

You have legal rights under Delaware partnership and applicable Federal and state securities laws. In all dealings affecting this partnership, the general partner has a fiduciary responsibility to you and all other partners to exercise good faith and fairness. No contract shall permit the general partner to contract away its fiduciary obligation under common law. The limited partnership agreement conforms to the Uniform Limited Partnership Act for the State of Delaware in regard to the definition of the fiduciary duties of the general partner.

You have a right to initiate legal proceedings related to the partnership in the following circumstances:

In the event, after demand from you, the general partner fails to take action to recover damages from third parties, you may initiate proceedings on behalf of the partnership and, upon an appropriate award from the court pursuant to Delaware law, obtain reimbursement of your legal fees and costs from the amount recovered.

You may bring an action against the general partner in either Federal or state court should you believe the general partner or others have breached its fiduciary duty to the partnership or committed a breach of any Federal or state securities laws.

You may seek reparations for the amount of your investment and damages should the general partner or others breach of the Commodity Exchange Act or order of the Commodity Exchange Commission in regard to your investment.

If the general partner acts in good faith and exercises its best judgment, it will not be liable merely because we lost money or otherwise did not meet our business objectives. Additionally, there are substantial and inherent conflicts of interest in the partnership’s structure which are disclosed in the prospectus. The general partner intends to raise the disclosures made in this prospectus and the representations you made in the subscription agreement as a defense in any proceeding brought which seeks relief based on the existence of such conflicts of interest. See Conflicts of Interest.

The responsibility of a general partner to you and other partners is a changing area of the law. If you have questions concerning the responsibilities of the general partner, you should consult your legal counsel.

Indemnification

Provisions of Limited Partnership Agreement

The limited partnership agreement protects the general partner from being responsible or accountable for any act or omission, for which you, other limited partners or the partnership itself may claim it is liable, provided that the general partner determined such act or omission was within the scope of its authority and in the best interest of this partnership, and such action or failure to act does not constitute misconduct or a breach of the Federal or state securities laws related to the sale of partnership interests.

Specifically, if the general partner has acted within the scope of its authority and is being assessed a demand, claim or lawsuit by a partner or other entity, the partnership will defend, indemnify and hold the general partner harmless from and against any loss, liability, damage, cost or expense, including attorneys’ and accountants’ fees and expenses incurred in defense of any demands, claims or lawsuits which were actually and reasonably incurred and arising from any act, omission, activity or conduct undertaken by or on behalf of the partnership.

Provisions of Law

According to applicable law, indemnification of the general partner is payable only if (i) the general partner determined, in good faith, that the act, omission or conduct that gave rise to the claim for indemnification was in the best interest of the partnership, (ii) the act, omission or activity that was the basis for such loss, liability, damage, cost or expense was not the result of negligence or misconduct, (iii) such liability or loss was not the result of negligence or misconduct by the general partner, and (iv) such indemnification or agreement to hold harmless is recoverable only out of the assets of the partnership and not from the partners, individually.

Provisions of Federal and State Securities Laws

This offering is made pursuant to Federal and state securities laws. If any indemnification of the general partner arises out of an alleged violation of such laws, it is subject to the following legal conditions.

Those conditions require that no indemnification may be made in respect of any losses, liabilities or expenses arising from or out of an alleged violation of Federal or state securities laws unless (i) there has been a successful adjudication on the merits of each count involving alleged securities law violations as to the general partner or other particular indemnitee, (ii) such claim has been dismissed with prejudice on the merits by a court of competent jurisdiction as to the general partner or other particular indemnitee, or (iii) a court of competent jurisdiction approves a settlement of the claims against the general partner or other agent of the partnership and finds that indemnification of the settlement and related costs should be made, provided, however, before seeking such approval, the general partner or other indemnitee must apprise the court of the position held by regulatory agencies against such indemnification. These agencies are the Securities and Exchange Commission and the securities administrator of the state or states in which the plaintiffs claim they were offered or sold partnership interests.

Provisions of the Securities Act of 1933 and NASAA Guidelines

The Securities and Exchange Commission and the various state securities administrators believe that indemnification for liabilities arising under the Securities Act of 1933 are unenforceable because such indemnification is against public policy as expressed in the Securities Act of 1933 and the North American Securities Administrators Association, Inc. commodity pool guidelines.

Provisions of the Clearing Agreement

We clear trades through our futures commission merchant, Vision Financial Markets LLC. According to the clearing agreements that govern these trades, we must indemnify the futures commission merchant for any reasonable outside and in-house attorney’s fees incurred by it arising from any failure for the partnership to perform its duties under the clearing agreement.

Other Indemnification Provisions

The general partner has indemnified the selling agent that there are no misstatements or omissions of material facts in this prospectus.

Relationship with the Futures Commission Merchant, the Introducing Broker and the General Partner

Ashley Capital Management, Inc., the corporate general partner, supervises the relationship with the futures commission merchant and the affiliated introducing broker, including the negotiation of the round turn commission rates incurred through trading via the commodity trading advisor, and review of the daily reports.

Ashley has engaged Vision Financial Services LLC to serve as the futures commission merchant to open and close the trades selected by the trading advisor. It has also engaged Futures Investment Company to introduce the trades to the futures commission merchant.

Fixed Commissions are Competitive

The fixed brokerage commissions that we pay to clear our trades plus actual costs for foreign markets, if any, are less than the presumptive fair and reasonable limit provided by the guidelines of the North American Securities Administrators Association. Also, the general partner has the right to select any substitute or additional futures commission merchants or introducing brokers at any time, for any reason.

The futures commission merchant acts for other commodity pools that have retained either or both of the general partners of this partnership. Either general partner or any other commodity pool may obtain rates to clear trades from the general partner which are more favorable to their accounts than the fixed commissions the general partner charges the partnership.

Relationship with the Commodity Trading Advisors

The Commodity Trading Advisors Will Trade for Other Accounts

The commodity trading advisor will trade for its own accounts and for others on a discretionary basis. It may use trading methods, policies and strategies for others which differ from those used for us. Consequently, such accounts may have different trading results from ours.

Because the trading advisor trades for itself and others, it is possible for it to take positions ahead of or opposite to the positions taken for us, which presents a potential conflict of interest. See Appendix I for Taking Positions Ahead of the Partnership.

Pursuant to Commodity Futures Trading Commission Regulation 421.03, the trading advisor will use the average price system for those futures and options contracts where its use is authorized, when trades taken on behalf of both the partnership and a trading advisor’s other accounts are identical, and the prices of such trades are different. See Appendix I for the definition of Average Price System.

The commodity trading advisor has also informed the general partner that when the average price system is not available, trades will be filled in order based on the numerical account numbers, with the lowest price allocated to the lowest account number and in numerical matching sequence, thereafter.

Non-Disclosure of the Commodity Trading Advisor’s Methods

We have provided a general description of the commodity trading advisor’s methods and strategies under The Commodity Trading Advisors, Description of Trading Program. However, the specific details of its trading methods are proprietary and complex in nature and will not be disclosed to us or you. No notice will be given to you of any changes the trading advisor may make in its trading methods. See Risk Factors, No Notice of Trades or Trading Method.

Charges to the Partnership

As an investor in this partnership, you will pay your prorated share of the cost of our operation. These charges are described in narrative form and in the chart which follows this narrative. In this prospectus, we have disclosed all compensation, fees, profits and other benefits, including reimbursement of out-of-pocket expenses, which the general partner will earn in connection with this offering. Most of these charges were not negotiated at arm’s length, but rather were determined by the two general partners.

Compensation of the Commodity Trading Advisors

Hamer Trading, Inc., the commodity trading advisor, has been allocated equity to trade, which has been deposited in accounts with the futures commission merchant, investments in U.S. Treasuries held at the U.S. Treasury, and investments in cash management funds that invest only in U.S. Treasuries, all held only in the name of the partnership.

The partnership pays the trading advisor incentive fees of the new net profit produced by it of 20%. Any incentive fee paid to the trading advisor will not count against the new net profit calculation in the following period. New net profit:

is calculated to determine how much a trading advisor has increased our net assets through trading alone

is based upon the net value of the equity assigned to the trading advisor to trade

is calculated after the payment of brokerage costs to the futures commission merchant

is calculated monthly but paid quarterly

is only paid when any losses in previous quarters have been offset by new profits by the trading advisor, regardless of whether:

the general partner has changed the trading advisor’s compensation, or

the partnership and trading advisor have entered a new contract

is adjusted to eliminate the effects of:

any new subscriptions for partnership interests

redemptions by partners

interest income paid by the futures commission merchant, and

any other income earned on our assets which are not related to such trading activity, regardless of whether such assets are held separately or in a margin account.

The following hypothetical table illustrates the quarterly incentive fee that would be earned by a trading advisor based on the net income, as calculated above, that it has earned for the partnership.


Qtr	Net Income	Incentive Fee (20%)
1	$ 1,000	$ 200
2	(200)	0
3	1,000	160
4	500	100

Restrictions on Management Fees

Some of the states in which we sell partnership interests require that we comply with the North American Securities Administrators Association Guidelines for commodity pools. These guidelines provide that the total management fees, including those of the general partner and the commodity trading advisor, may not exceed 6% of our net assets, and the total incentive fees, including those of the general partner and commodity trading advisor, based upon profits earned may not exceed 15% of new net profits. Provided, however, without prior notice to you, the general partner has the right to increase the incentive fee by 2% over 15% for every 1% decrease from 6% in the management fee. The general partner will notify you of any change in fees within seven business days after they are made and afford you notice and opportunity to redeem your partnership interests.

Compensation of Futures Commission Merchant, Introducing Broker, Selling Agent and General Partner

Fee Paid By Partnership to the Corporate General Partner

The corporate general partner, Ashley Capital Management, Inc., is responsible for payment of costs to clear the trades made by the trading advisor through the futures commission merchant and for payment to the affiliated introducing broker for introducing the trades to the futures commission merchant. The partnership pays the corporate general partner a monthly fixed rate of 11/12 of 1%, 11% annually, upon the partnership’s net assets, regardless of where it is held, to trade domestic markets. Commissions charged on foreign exchanges , if any, are paid directly by the partnership. Costs for trades on foreign exchanges can vary widely, and are estimated by the general partner to be from $9 to $27. The corporate general partner retains 4% of this 11% annual charge and pays the introducing broker the remaining 7%. From this 7%, the introducing broker pays approximately 1.0% to 1.5% to the futures commission merchant. Assets on deposit with the futures commission merchant include all cash, T-Bills at market value, and open trade equity held in all accounts in the name of the partnership at the futures commission merchant as of the date and time of calculation of the monthly fee. See The Futures Commission Merchant. The fixed commission that we pay to clear our trades plus actual costs for foreign markets, if any, is less than the presumptive fair and reasonable limit provided by the guidelines of the North American Securities Administrators Association.

Selling Commission

On the admission date of a new investment, which will be the first business day of a month, prior to allocation of partnership interests, 6% of the gross subscription proceeds will be paid to the selling agent as a selling commission which may be waived at the sole discretion of the general partner. The remaining amount, including 100% of any interest earned while in the depository account, will be used to allocate partnership interests in the capital account of the investor based on the previous month end net asset value per partnership interest.

Brokerage Fees Paid By to the Futures Commission Merchant

The futures commission merchant charges the introducing broker the round turn commissions. The round turn charge covers all clearing costs, including the pit brokerage fees, National Futures Association fees, and exchange fees.

Miscellaneous Fees to Futures Commission Merchant

We will reimburse the futures commission merchant for all delivery, insurance, storage or other charges incidental to trading and paid to third parties. The general partner has instructed the trading advisor to avoid these charges and, therefore, no significant charges of this nature are anticipated.

Rights of General Partner

Without prior notification to you, the general partner has reserved the right to (i) add, change and delete broker/dealers as selling agents, (ii) add, change and delete introducing brokers, (iii) change the management and incentive fees within the limits prescribed herein, (iv) add, change and delete commodity trading advisors, (v) add, change and delete futures commission merchants, (vi) add, change and delete selling agents, (vii) change the fixed brokerage commission rate, and (vii) have the partnership pay a per round-turn brokerage commission as opposed to a fixed percentage, at any time, with or without a change in circumstances; provided, however, such brokerage commissions are presumed reasonable if they do not exceed 80% of the published retail rate of the affiliated introducing broker plus pit brokerage fees, or 14% annually, including pit brokerage fees, of the average net assets related to trading activity.

Other Expenses

We must pay legal and accounting fees, as well as other expenses and claims. For each year of normal operations, based on the current net asset value, we must pay yearly costs of approximately $120,000, which includes $40,000 for accounting, $38,000 for audit of all financial statements that appear in this prospectus, $27,000 for legal, $8,000 for Blue Sky and other regulatory fees, and the balance of $7,000 for variable operating expenses such as printing, delivery charges, website promotion, statement preparation and mailing, telephone, postage, and office supplies. If the maximum is sold, total annual operating costs are estimated to be $205,000.

Costs for this offering of the partnership's interests prior to effectiveness of the offering are estimated to be $25,000, which includes legal and accounting fees, due diligence expenses, as well as regulator filing fees and printing fees. Costs to continue the offering after initial effectiveness, such as the cost to prepare and file periodic amendments and restatements of the registration statement, are included in the annual operating costs and are estimated to be $10,000 per year, which will be ongoing for a maximum of three years. Accordingly, the maximum offering costs other than underwriting discounts and commissions are estimated to be $55,000.

Charges to the Partnership

The following table includes all charges to the partnership.


Entity	Form of Compensation	Amount of Compensation
General Partner (Ashley Capital Management, Inc.)	Fixed brokerage commission	11% fixed annual charge for domestic trades, of which it retains 4% and pays 7% to the introducing broker, paid monthly, upon the partnership’s net assets. From this amount it will pay brokerage commissions to the futures commission merchant. [$2,750^†]
Futures Commission Merchant (Vision Financial Markets LLC)	Round-turn commissions paid from the fixed commissions paid by the partnership	From its 7% the introducing broker pays the futures commission merchant per round turn brokerage commissions for domestic trades. The partnership pays the per round turn commission for trades made on foreign exchanges.
Futures Commission Merchant (Vision Financial Markets LLC)	Reimbursement of delivery, insurance, storage and any other charges incidental to trading and paid to third parties	Reimbursement by the partnership of actual payments to third parties in connection with partnership trading
The introducing broker (Futures Investment Company)	Paid from the fixed commissions paid by the partnership	Shares 7% of the 11% brokerage commissions paid to the corporate general partner, out of which it pays the futures commission merchant for domestic trades generated by the trading advisor. [$1,750^†]
Commodity Trading Advisors (Hamer Trading, Inc.)	Incentive Fee	20% of the new net profits it generates each quarter
Commodity Trading Advisors (Hamer Trading, Inc.)	Management Fee	1% of the prior month end assets allocated to it to trade
The selling agent (Futures Investment Company)	Selling Commission	FIC, as selling agent, will receive a 6% selling commission of the gross subscription amount. Other compensation to it includes $2,000 paid by the partnership for legal fees associated with the review of the offering by FINRA. [$250^†]
Third Parties (The Scott Law Firm, Ltd., Patke & Associates, Ltd., CPA, and other accountants)	Legal, accounting fees, and other actual expenses necessary to the operation of the partnership, and all claims and other extraordinary expenses of the partnership.	Operating expenses are estimated at $120,000 annually, with $40,000 for accounting, $38,000 for audit, $27,000 for legal, $8,000 for regulatory fees and $7,000 for other. Expenses related to this offering are estimated to be $55,000. Claims cannot be estimated but will be paid as incurred. [$311^† offering; $677^† ongoing annual expenses]

† Each $25,000 investment pays this amount per year for these particular expenses. When the expense is not based on a percentage, but rather a fixed amount, we have computed the expense upon the partnership's current net asset value. Net asset value means the total assets, including all cash and cash equivalents (valued at cost plus accrued interest and earned discount), less total liabilities, of the partnership (each determined on the basis of generally accepted accounting principles, consistently applied under the accrual method of accounting or as required by applicable laws, regulations and rules including those of any authorized self regulatory organization).

Investor Suitability

You should only invest a limited amount of the risk portion of your total portfolio and should not invest more you can afford to lose.

To invest the minimum $25,000 in this partnership, you must have a net worth of at least $250,000, exclusive of your home, furnishings and automobiles, or an annual gross income of at least $70,000 and a net worth, as calculated above, of at least $70,000, or such higher amounts imposed by your state of residence.

You may not invest more than 10% of your net worth in this partnership. The foregoing standard and the additional standards applicable to residents of certain states and the subscription documents are regulatory minimums only.

Potential Advantages

Commodity trading is speculative and involves a high degree of risk. See Risk Factors. However, your investment in this partnership will offer the following potential advantages:

Equity Management

We offer the opportunity for you to:

place equity with registered commodity trading advisors which have demonstrated an ability to trade profitably based on its track record,

have that equity allocated to the trading advisors in a manner which is intended by the general partner to optimize future profit potential, and

with limited liability, invest a fraction of what is typically required by a trading advisor.

The individual general partner has experience managing several other commodity pools and has over twenty-seven years of experience in selecting commodity trading advisors to manage individual investor accounts and describing to investors how managed futures accounts work.

We expect this experience to benefit us in the quality of trading advisors selected and in the explanation to prospective investors of our operation and the attendant risks of investment.

Investment Diversification

If you are not prepared to spend substantial time trading various commodity contracts or options, you may participate in these markets through a $25,000 investment in the partnership, thereby obtaining diversification from other investments you may have in stocks, bonds and real estate.

Limited Liability

You will not be subject to margin calls and cannot lose more than your original investment amount plus your share of distributed and undistributed profits; provided the below legal conditions are met.

In the opinion of our legal counsel, The Scott Law Firm, Ltd., there are no circumstances, including bankruptcy of this partnership, which will subject your personal assets that were never invested or paid from this partnership to our debts; provided the partnership’s structure is maintained by the general partner, and you do not participate in any phase of our management other than the exercise of your right to vote as a limited partner. See the Limited Partnership Agreement (Exhibit A).

Administrative Convenience

We are structured to provide you with services that alleviate the administrative details involved in trading commodities contracts directly, including providing monthly and annual financial reports showing, among other things, the value of each unit of partnership interest, trading profits or losses, and expenses. We also prepare all tax information relating to your investment in this partnership.

Access to the Commodity Trading Advisors

The commodity trading advisor selected by the general partner requires a minimum account size substantially greater than the $25,000 minimum investment required by us. For instance, the commodity trading advisor currently requires a minimum investment of $3,000,000 to open an account, depending on the investment program. Accordingly, you have access to the trading advisor for a smaller investment than is available by a direct investment in a managed account with the trading advisor.

Use of Proceeds

The partnership has paid for the offering and organizational expenses. There is no redemption charge and you must retain your full initial investment in the partnership for at least twelve months.

After the subscriptions are deposited in good funds to the partnership bank account and you are accepted as a limited partner, the general partner will transfer the money you paid to the partnership accounts at the bank, U.S. Treasury, cash management fund, any foreign department of treasury, and futures commission merchant, and may allocate additional trading equity to the commodity trading advisor. Such assets at the futures commission merchant are maintained in the form of cash or U.S. Treasury bills in segregated accounts with the futures brokers pursuant to the Commodity Exchange Act and regulations thereunder.

At the end of each month, the fixed brokerage commissions are paid by the partnership. At the end of each quarter, the incentive fees, if any are due, are paid to the trading advisor. See Charges to the Partnership.

The general partner has sole authority to determine the percentage of our assets that will be held on deposit with the futures commission merchant, used for other investments, and held in bank accounts to pay current obligations. It also reserves the right to invest in a cash management fund that invests in U.S. Treasury-guaranteed obligations; specifically, the Wells Fargo 100% Treasury Money Market Fund managed by Wells Fargo Advisors Funds Management, LLC, One North Jefferson Avenue, St. Louis, MO 63103. Funds maintained with the Department of Treasury and any cash management funds are in the name of the partnership and not commingled with those of any other entity.

As of May 31, 2012, the partnership maintained approximately 56% of its assets in a Treasury Direct Account maintained with the United States Department of the Treasury, and 30% in segregation with the futures commission merchant for margin for trading by the trading advisor, 12% at Wells Fargo, and approximately 2% in our bank accounts to pay expenses and redemptions. The general partner may change the allocation of partnership assets among these accounts at any time, without prior notice to you.

All entities that will hold or trade our assets will be based in the United States and will be subject to United States regulations.

The general partner believes that 20% to 40% of our assets will normally be committed as margin for commodity futures contracts. However, from time to time, the percentage of assets committed as margin may be substantially more, or less, than such range. All interest income is used for the partnership’s benefit. To estimate interest income earned upon our deposits, the general partner has assumed that we will receive 0.15% interest on our deposits.

The futures commission merchant, a government agency or commodity exchange could increase margins applicable to us to hold trading positions or reduce the number of contracts in a particular market that we are permitted to hold. This could force us to liquidate positions in a market at a loss that would not have occurred had we been permitted to hold the positions as the advisor intended.

Determination of the Offering Price

Currently, we are offering partnership interests at their net unit value, or the price per unit equal to our net assets divided by the number of outstanding units of partnership interests. This amount is calculated after the close of business on the last business day of the month in which the general partner accepts a duly executed subscription agreement and subscription amount from you. You are admitted as a partner on the open of business on the first day of business of the following month.

The General Partner

Identification

Two general partners, Ashley Capital Management, Inc. and Mr. Michael P. Pacult, manage us. See Management’s Discussion and Analysis of Financial Condition, The General Partners.

Current audited financials for Ashley are included in this prospectus. Also, see Experts.

You will not acquire or otherwise have any interest in Ashley, the corporate general partner, or any entity other than Atlas, by purchasing the partnership interests offered by the prospectus.

Michael P. Pacult

Mr. Pacult, age 67, is one of the general partners, and the sole shareholder, director, principal, and officer of the corporate general partner. He grew up in Detroit, MI and went to high school at Howe Military School in Howe, IN. In 1969 he received a B.A. Degree from the University of California, Berkeley, where he majored in English and in Zoology.

Mr. Pacult worked as a commodities broker for Heinold Commodities Inc. from May, 1980 until December, 1983. Heinold was an FCM and became registered with the CFTC as such on June 30, 1982. On July 1, 1982, it became registered with the CFTC as a CPO as well as an NFA member. On December 31, 1988, Heinold withdrew its registrations and NFA membership. In December, 1983, Mr. Pacult and his wife, Shira Del Pacult, as 50% owners, established Futures Investment Company, an Illinois corporation, to sell futures investments managed by independent commodity trading advisors to retail clients. From inception to present, Mr. Pacult has been a Director and President of Futures Investment Company. In addition to his positions at Future Investment Company and as individual general partner and sole principal of the corporate general partner of the partnership, Mr. Pacult’s business background for the past five years is as follows:


Employed		Listed As Principal	Registered As Associated Person	Employer Name & Address	Position Held and Type of Business
From	To	Listed As Principal	Registered As Associated Person	Employer Name & Address	Position Held and Type of Business
1983	Present	02/3/87	2/3/87	Futures Investment Company, 5914 N. 300 West, Fremont, IN 46737	President, Director and 50% Owner of Broker-Dealer/Introducing Broker
9/03	Present	09/10/03	1/07/04	Ashley Capital Management, Inc., 5914 N. 300 West, Fremont, IN 46737	President, Director and Owner of Commodity Pool Operator*
8/03	Present	08/21/03	8/21/03	Belmont Capital Management, Inc., 5914 N. 300 West, Fremont, IN 46737	President, Director and Owner of Commodity Pool Operator
04/03	6/10	05/14/03 to 6/27/10	5/14/03 to 6/27/10	White Oak Financial Services, Inc., 5914 N. 300 West, Fremont, IN 46737	President, Director and Owner of Commodity Pool Operator*
10/04	Present	06/10/05	7/5/05	TriView Capital Management, Inc., 5914 N. 300 West, Fremont, IN 46737	President, Director and Owner of Commodity Pool Operator*
05/05	Present	05/16/05	6/1/05	Evergreen Capital Management, Inc., 5914 N. 300 West, Fremont, IN 46737	President, Director and Owner of Commodity Pool Operator
05/99	Present	N/A	N/A	Tree King, Inc., 5914 N. 300 West, Fremont, IN 46737	President of Landscaping Business

* On August 4, 2011, Ashley and TriView withdrew their registration as commodity trading advisors, because they never conducted any business in this capacity. White Oak was also a registered commodity trading advisor; however it did not conduct any business in this capacity.

His duties as a Director and Officer of the above named corporations, as a general partner of those partnerships, and as a managing member of those limited liability companies are to make all of the decisions and supervise all of the actions they take.

In 1995, Mr. and Mrs. Pacult were featured in a book titled Master Brokers–Interviews with Top Futures Brokers by John Walsh that was published by the Center for Futures Education.

Mr. Pacult also manages two other public and one private commodity pools. Though he provides less than his full time to the business affairs of this partnership, he devotes what time he believes is necessary to properly handle his responsibilities as a general partner and as the principal of the corporate general partner. See Management’s Discussion and Analysis of Financial Condition, The General Partners.

Ownership in Commodity Trading Advisors and Futures Commission Merchant

Neither the individual general partner, nor any of his affiliates, has any ownership in the commodity trading advisor, or the futures commission merchant.

Ownership in the Partnership

As of May 31, 2012, the individual and corporate general partners had no investment in the partnership. Neither the trading advisor nor any of its principals has any interest in the partnership.

Trading By the General Partner; Interest in the Pool

The corporate and individual general partners, may, from time to time, trade commodity interests for their own accounts. The records of any such trading activities will not be made available to you. Neither general partner will knowingly take positions ahead of identical positions taken by this partnership. Currently, neither the individual nor corporate general partner maintains an interest in the partnership.

Regulatory Notice

The regulations of the Commodity Futures Trading Commission and the National Futures Association prohibit any representation by a person registered with the Commodity Futures Trading Commission or by any member of the National Futures Association, respectively, that such registration or membership in any respect indicates that the Commodity Futures Trading Commission or the National Futures Association, as the case may be, has approved or endorsed such person or such person’s trading programs or objectives. The registrations and memberships described in this prospectus must not be considered as constituting any such approval or endorsement. Likewise, no commodity or securities exchange, nor the Securities and Exchange Commission, nor any other regulatory agency has given or will give any such approval or endorsement.

Trading Management

No Affiliation with Commodity Trading Advisor

The trading advisor is not affiliated with either general partner. Additionally, the general partner will not serve as a trading advisor or select any other trading advisors to trade that are affiliated with either general partner. However, in its capacity as commodity pool operator, the general partner may consult with the trading advisor with regard to money management and trading strategy issues.

Rights of the General Partner With Respect To Commodity Trading Advisor Selection and Allocation of Equity

The general partner believes that a trading advisor should be retained on a medium to long-term basis and should be allowed to implement fully its trading strategy. However, the general partner may, in its sole discretion and without prior notice to you terminate the current or any future trading advisor, select additional trading advisors, or change the allocation of equity to any trading advisor.

Should any change in advisors be made, you will be notified within seven business days. The notice will also remind you of your right to request a redemption of your partnership interest pursuant to our redemption procedures.

The general partner periodically reviews our performance to determine if a current trading advisor should be changed or if others should be added. In doing so, the general partner may use computer generated correlation analysis or other types of automated review procedures to evaluate trading advisors.

If a trading advisor is replaced, the new trading advisor will receive incentive fees independent of the previous trading advisor’s performance.

If the general partner engages more than one trading advisor, we may pay an incentive fee to one trading advisor which is trading profitably while the other trading advisor produces losses which cause us to be unprofitable overall. Because trading advisors trade independently, they may compete for similar positions or take positions opposite each other, which may limit our profitability.

Performance Record of the Partnership

The following capsule shows our past performance for the period from the year 2007 through May 31, 2012.

PAST PERFORMANCE IS NOT NECESSARILY INDICATIVE OF FUTURE RESULTS.


Atlas Futures Fund, Limited Partnership Percentage Rate of Return (Computed on a compounded monthly basis)*
Month	2012	2011	2010	2009	2008	2007
January	(0.30)	(7.49)	(3.70)	(3.00)	(8.64)	5.92
February	5.28	0.32	(3.99)	0.77	25.18	(2.97)
March	(11.47)	(6.33)	(1.11)	(5.14)	(2.99)	(1.58)
April	0.15†	5.54	(1.57)	0.27	16.07	0.70
May	4.61	1.27	(0.61)	2.73	(2.10)	(2.15)
June		(5.62)	(1.12)	(5.73)	7.24	4.92
July		(0.34)	1.37	(0.34)	(8.17)	(3.51)
August		(7.28)	0.43	(8.44)	4.49	(5.66)
September		7.94	11.19	(0.23)	(5.77)	14.88
October		(14.64)	3.73	(4.13)	7.29	3.63
November		0.93	(3.49)	0.99	2.57	6.90
December		1.01	3.37	(5.18)	(3.76)	(1.24)
Year	(2.65)	(23.88)	3.61	(24.46)	29.46	19.65

† Commencing April 12, 2012, the prior trading advisor, Clarke Capital Management, Inc., was disengaged by the partnership, and was replaced with Hamer Trading, Inc., which commenced trading on April 13, 2012.

Name of Pool:

Atlas Futures Fund, LP

How Offered:

Publicly offered pursuant to Form S-1 Registration Statement

Name of Commodity Trading Advisor:

Hamer Trading, Inc.

Principal Protected:

Date of Inception of trading:

October, 1999

Aggregate Subscriptions:

$14,213,748

Net Asset Value of the pool:

$4,428,085 on total units outstanding: 1,412.58

Net Asset Value Per Unit:

$3,134.75

Largest Monthly Draw-Down**:

10-11 / 14.64%

Worst Peak-to-Valley Draw-Down***:

7-08 to 3-12 / 46.99%

* Rate of Return is computed by dividing net performance by beginning net asset value for the period. For those months when additions or withdrawals exceed ten percent of beginning net assets, the Time-Weighting of Additions and Withdrawals method is used to compute rates of return.

** “Draw-down” is defined by applicable CFTC regulations to mean losses experienced by a pool or program over a specified period.

*** Worst Peak-to-Valley Draw-Down means the greatest cumulative percentage decline in month-end net asset value due to losses sustained by a pool, account or trading program during any period in which the initial month-end net asset value is not equaled or exceeded by a subsequent month-end net asset value.

The Commodity Trading Advisor

Hamer Trading, Inc.

The general partner has engaged Hamer Trading, Inc. to trade for the partnership, and assigned to it most of the partnership’s equity. The general partner, in its sole discretion, may adjust the allocation of equity allocated any time in the future.

Organization. Hamer Trading, Inc., a West Virginia corporation, was organized by James P. Hamer II. The firm is registered with the Commodity Futures Trading Commission ("CFTC") as a Commodity Trading Advisor ("CTA") since August 6, 1998. Hamer Trading, Inc. was also registered as a Commodity Pool Operator ("CPO") from April 27, 2001 until January 9, 2008. The pool operated under exemption 4.13(a)(2) from January 10, 2008 until December 16, 2010 when the exemption was withdrawn by the manager. Hamer Trading, Inc. once again became registered as a Commodity Pool Operator ("CPO") on December 20, 2010. Hamer Trading has been a member of the National Futures Association since August 6, 1998. The company was organized to facilitate the management of funds for investment in the Alternative Investment / Managed Futures arena. Mr. Hamer is the sole stockholder of the company.

Business Background

The business background of the commodity trading advisor and its sole principal, Mr. James P Hamer II, for at least five (5) years is as follows:

Since 1997, Jim has devoted his full time and attention to the research of market trends and to the management of capital in the commodity and futures trading arena. Jim began managing family (proprietary) accounts in June of 1997 and became registered as an associated person and listed as a principal of Hamer Trading, Inc in August of 1998. He continues to develop and implement new strategies for trading using Wealth Lab, a financial modeling software offered through Fidelity Investments. Jim lives in Williamsburg, Virginia with his wife, Lesley.

There have never been any administrative, civil, or criminal proceedings against the commodity trading advisor or its principal.

Description of Trading Program

The exact nature of the trading advisor's trading strategy is proprietary and confidential. The following description is of necessity general and is not intended to be all-inclusive.

The trading advisor seeks capital appreciation of the partnership's trading account through speculation in commodity futures trading. There is no representation being made that the trading program that will be traded on behalf of the partnership, the Diversified Systematic Program, will be successful in achieving this goal. The trading system utilized by the trading advisor is proprietary and confidential. The trading advisor's program utilizes a systematic trend following approach trading a diversified portfolio of markets, based primarily on technical analysis, but utilizing 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.

The principal of the trading advisor and members of the advisor's staff, under his direct supervision, direct the trading of the partnership pursuant to the advisory agreement attached to this prospectus as an exhibit and the standard power of attorney to grant trading authority to the advisor provided by the futures commission merchant.

The trading advisor, its principal and affiliates, have no present or future expectation of a beneficial interest in the pool or its corporate general partner but look solely to the management fee and incentive fee for compensation for its services.

A PURCHASE IN ATLAS DOES NOT INCLUDE A PURCHASE OF HAMER TRADING INC OR ITS PROGRAMS.

Performance Record of Other Programs Sponsored By the General Partner

Within the last ten years, the individual general partner of the partnership, Michael Pacult, has managed four other commodity pools, one of which, Strategic Opportunities Fund, LLC, is privately offered and commenced business in July, 2005. Mr. Pacult is the sole principal of Evergreen Capital Management, Inc., the corporate general partner of Strategic Opportunities Fund, LLC. The other three pools are publicly offered: Bromwell Financial Fund, LP, Providence Select Fund, LP and TriView Global Fund, LLC. Bromwell previously commenced trading but has temporarily ceased operations. Providence commenced business on March 5, 2007 and was closed as of January, 2010 because it was not profitable. TriView commenced business as of July 7, 2011. The partnership’s corporate general partner has not managed any other commodity pools. As of August, 2003, Mr. Pacult became an individual general partner and sole principal of the corporate general partner of Bromwell, but is no longer an individual general partner of Bromwell. Mr. Pacult has been the individual managing member and principal of the corporate managing member of TriView since inception. He was also the individual general partner and principal of the corporate general partner of Providence from inception to close. As of May 31, 2012, (1) the total amount of money raised for Bromwell was $2,525,062 and the total number of investors was one and, (2) the total amount of money raised for Providence was $4,053,883 and the total number of investors was none, and (3) the total amount of money raised for TriView was $2,523,271 and the total number of investors was 45. In November, 2003, the two trading advisors for Bromwell were replaced because they were unprofitable. As of January 12, 2005, the new trading advisor, Fall River Capital, LLC had not been profitable and the general partner of Bromwell suspended the offering and trading, and caused substantially all of the partners to redeem their accounts in Bromwell. Bromwell is currently undergoing reorganization with new terms and a new commodity trading advisor.

The Futures Commission Merchant

Since February 10, 2011, the partnership has exclusively employed Vision Financial Markets LLC, an unaffiliated futures commission merchant to hold, supervise and control the equity that is used for margin for trading by the commodity trading advisor. As required by law, the general partner will provide notice to you within 21 days of any change in futures commission merchant. At its sole discretion, the general partner may change the allocation of trade execution and equity held on deposit with either futures commission merchant at any time.

Vision Financial Markets LLC

Vision, a Delaware limited liability company, is registered with the Commodity Futures Trading Commission as a futures commission merchant and is a member of the National Futures Association. Vision is also a clearing member of the Chicago Mercantile Exchange, New York Mercantile Exchange and Chicago Board of Trade. Vision is also a self-clearing securities broker/dealer registered with the Securities and Exchange Commission and holds memberships with the Chicago Board Options Exchange and the International Securities Exchange. Vision is a member of the Options Clearing Corporation, the Depository Trust Clearing Corporation, Financial Industry Regulatory Authority and Securities Investor Protection Corporation. Vision maintains its principal place of business at One Whitehall Street, 15th Floor, New York, New York 10004, telephone (212) 859-0200.

There have been no administrative or criminal actions, whether pending or concluded, against Vision or any of its individual principals during the past five years which would be considered "material" as that term is defined in Section 4.24(l)(2) of the Regulations of the Commodity Futures Trading Commission, except as follows.

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. Finally, Vision consented to a restriction on guaranteeing new introducing brokers until 2013, unless it petitions the NFA to lift the restriction earlier.

The futures commission merchant acts only as clearing brokers for the partnership and, as such, is paid commissions for executing and clearing trades. it has not passed upon the adequacy or accuracy of this prospectus. The futures commission merchant will not act in any supervisory capacity with respect to the general partner nor participate in the management of the general partner or the partnership. Therefore, prospective investors should not rely on the futures commission merchant's agreements to clear trades for the partnership or for any other reason related to it in deciding whether or not to purchase interests in the partnership.

The partnership is not aware of any threatened or potential claims or legal proceedings to which the partnership is a party or to which any of its assets are subject. The partnership has no involvement in the claims against the futures commission merchant described above. The futures commission merchant has assured the partnership that none of the above events will interfere with its ability to perform its duties on behalf of the partnership.

The Introducing Brokers

The partnership trading accounts were introduced to Vision Financial Services LLC as futures commission merchant by the affiliated introducing broker, Futures Investment Company, 5914 N. 300 West, Fremont, IN 46737, (260) 833-1306. Futures Investment Company is a registered introducing broker under the Commodity Exchange Act, as amended, and is a member of the National Futures Association in such capacity. It shares 7% of the 11% in the brokerage commission paid by the partnership to the corporate general partner.

Federal Income Tax Aspects

Scope of Tax Presentation

This presentation is based on:

the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder which were in effect on the date of this prospectus, and

the express intent of the general partner to:

operate the partnership as authorized and limited by the limited partnership agreement, and

cause us to invest only our equity capital and not to borrow money to operate the partnership , and

the belief by the general partner that no less than ninety percent of the income generated by us will be from interest income and the trade of commodities.

Any change in the Internal Revenue Code or deviation from the above intentions of operation could alter this presentation and also have adverse tax consequences on this partnership and you. For instance, if we were taxed as a corporation, we would pay tax and you would have to pay a second tax. In addition, if we were taxed as a corporation, none of the deductions for expenses would pass through to your tax return.

Any adjustment made to our return by our auditors or the IRS will flow through to your return and could result in a separate audit of your individual return. If we or you are audited by the IRS, significant factual questions may arise which, if challenged by the IRS, might only be resolved at considerable legal and accounting expense. We will report our income for tax and book purposes under the accrual method of accounting and our tax year will be the calendar year. During taxable years in which little or no profit is generated from trading activities, you may still have interest income which will be taxed to you as ordinary income.

Subject to the above scope of presentation and assumption, following is the opinion of The Scott Law Firm, Ltd. that summarizes the material Federal income tax consequences to individual investors in the partnership.

This discussion assumes you are an individual and is not intended as a substitute for careful planning; particularly, since the income tax consequences of an investment in the partnership will not be the same for all taxpayers. Accordingly, you are urged to consult your tax advisors with specific reference to your tax situation.

No Legal Opinion as To Certain Material Tax Aspects

We will not request a legal opinion in regard to any State income tax issue. In addition, our tax counsel cannot opine upon any Federal income tax issue that involves a determination by the IRS of the facts related to our operation, or any other matter that may be subject to IRS interpretation or adjustment upon audit.

For an example of an item that could be subject to determination by the IRS, the Code provides that, for non-corporate taxpayers who itemize deductions when computing taxable income, expenses of producing income, including investment advisory fees, are to be aggregated with unreimbursed employee business expenses and other expenses of producing income (collectively, the “Aggregate Investment Expenses”), and the aggregate amount of such expenses will be deductible only to the extent such amount exceeds 2% of a taxpayer’s adjusted gross income. In addition, for taxpayers whose adjusted gross income exceeds a certain threshold amount (the “AGI Threshold”), Aggregate Investment Expenses in excess of the 2% threshold, when combined with certain of a taxpayer’s other miscellaneous deductions, are subject to a reduction (scheduled to be phased out between 2006 and 2010) equal to the lesser of 3% of the taxpayer’s adjusted gross income in excess of the AGI Threshold and 80% of the amount of certain itemized deductions otherwise allowable for the taxable year (the “Phase-out”). Moreover, such Aggregate Investment Expenses are miscellaneous itemized deductions which are not deductible by a non-corporate taxpayer in calculating its alternative minimum tax liability. The IRS could contend that some or all of the management fees and incentive fees, as well as other ordinary expenses of the partnership, constitute “investment advisory fees.” If this contention were sustained, each non-corporate

limited partner’s pro rata share of the amounts characterized would be deductible only to the extent that such limited partner’s Aggregate Investment Expenses exceed 2% of such limited partner’s adjusted gross income and, when combined with certain other itemized deductions, exceed the Phase-out.

PROSPECTIVE INVESTORS MUST CONSULT THEIR OWN TAX ADVISERS CONCERNING THE FOREGOING “INVESTMENT ADVISORY FEES” ISSUE, WHICH IS A MATTER OF UNCERTAINTY AND COULD HAVE A MATERIAL IMPACT ON AN INVESTMENT IN THE FUND.

Partnership Tax Status

The Internal Revenue Code, at Section 7701, provides the criteria used to identify a corporation which cannot be present if a partnership is to be taxed as a partnership. A partnership must have two or more of the following: (i) decentralized management, (ii) unlimited liability, (iii) limited transferability of shares, and (iv) limited continuation of existence. The limited partnership agreement obligates the general partner to operate the partnership in a manner which meets this test.

If we were taxed as a corporation, we would pay taxes at the corporate rates upon our income and gains, items of deduction and losses would be deductible only by us and not by you, tax credits would be available only to us and not to you, and all or a part of any distributions we make to you could be taxable as dividend income and would not be deductible by us in computing our taxable income. This would substantially increase the total amount of taxes paid on your investment income and potentially limit your expense deductions.

Historically, the right of redemption, similar to your right to redeem your partnership interests, renders a pool, such as ours, to be deemed a publicly traded partnership, taxed as a corporation. However, the Revenue Act of 1987 provides an exception. The exception requires 90% or more of our gross income to be derived from interest and the trade of commodities. Provided the principal activity of the partnership is buying and selling commodities, income may include interest, dividends, and income from the trade or holding of futures or options on futures. The general partner intends to limit the principal business activity and sources of income so that this exception will apply to us. In addition, the general partner has placed restrictions upon the right of redemption. See The Limited Partnership Agreement, Redemptions and Exhibit A, Right of Redemption.

No IRS Ruling

We have not applied for a ruling from the Internal Revenue Service regarding our status as a partnership or with regard to any other tax aspect, nor do we intend to seek a ruling. In the absence of a ruling, there can be no assurance that the IRS will not attempt to take a position adverse to the partnership and the opinions expressed in this prospectus.

Tax Opinion

Subject to the assumption that you are an individual United States resident taxpayer, in the opinion of The Scott Law Firm, Ltd., this prospectus accurately summarizes all material Federal tax matters and consequences or identifies those matters that cannot presently be determined. Particularly, (i) we will be treated as a partnership for Federal income tax purposes; (ii) the allocations of profits and losses made when partners redeem their partnership interests should be upheld for Federal income tax purposes; (iii) based upon our contemplated trading activities, the IRS should consider us as conducting a trade or business; and, as a result, the ordinary and necessary business expenses we incur while conducting our commodity futures trading business should not be subject to limitation under Section 67 or Section 68 of the Internal Revenue Code; (iv) the profit share should be respected as a distributive share of our equity income allocable to Atlas Futures Fund, Limited Partnership; and (v) the contracts we trade, as described in this prospectus, should satisfy the commodities trading safe harbor as described in section 864(b) of the Internal Revenue Code.

Such opinion is based on the Internal Revenue Code as of the date of this Prospectus and a review of the Limited Partnership Agreement, and is conditioned upon the following representations of facts by the general partner:

at all times, we will be operated in accordance with the Delaware Uniform Limited Partnership Act and the Limited Partnership Agreement attached hereto as Exhibit A

for our first two years of operation, the aggregate deductions claimed by the partners as their distributive shares of our net losses will not exceed the equity capital invested in the partnership

no creditor who makes us a loan, including margin accounts, will have or acquire, as a result of making the loan, any direct or indirect interest in our capital, profits or property, other than as a secured creditor

the general partner will at all times actively direct the affairs of the Partnership

interests in the partnership:

will be transferable or redeemed only upon approval of the general partner

will not be traded on an established securities market, and

will not be readily tradable on a secondary market or the substantial equivalent thereof

we will not be registered under the Investment Advisor’s Act of 1940; and

over 90% of our earned income will be qualifying income as that term is defined in the Revenue Act of 1987.

No opinion is expressed in regard to the tax treatment of expenses because that determination depends upon questions of fact to be resolved by the general partner on our behalf. In addition, commodity trading advisor fees are aggregated with employee business expenses and other expenses of producing income, and the aggregate of such expenses is deductible only to the extent such amount exceeds 2% of your adjusted gross income. It is the general partner’s position that our intended operations will qualify as a trade or business. If this position is sustained, the brokerage commissions and performance fees will be deductible as ordinary and necessary business expenses. Syndication costs to organize the partnership and offering expenses are subject to limitations upon deduction imposed by the Internal Revenue Code.

Any change in the representations of the general partner or the operative facts will prevent us and you from relying upon the tax opinion from The Scott Law Firm, Ltd.

Passive Loss and Unrelated Business Income Taxes Rules

In addition to the imposition of a corporate level tax on publicly traded partnerships, special rules apply to partnerships in regard to the application of the passive loss and unrelated business income tax rules. In Notice 88-75 issued on June 17, 1988, the IRS provided guidance as to partnership operation. The general partner intends to cause us to comply with the applicable provisions of these guidelines. In the event our expenses were deemed not to qualify as deductions from trading profits, your total taxes would increase while your distributions would remain the same.

Basis Loss Limitation

Generally, the basis of your interest in the partnership for tax purposes is equal to the cost decreased, but not below zero, by your share of any partnership losses and distributions, and increased by your share of any partnership income. You may not deduct losses in excess of the adjusted basis for your interest in the partnership at the end of the partnership year in which such losses occurred. However, you may carry forward any excess to such time, if ever, as the basis for the interest in the partnership is sufficient to absorb the loss. Upon the sale or liquidation of your interest in the partnership, you will recognize a gain or loss for Federal income tax purposes equal to the difference between the amount you realize in the transaction and the basis for your interest in the partnership at the time of such sale. For individuals, capital losses would offset capital gains on a dollar for dollar basis, with any excess capital losses subject to a $3,000 annual limitation. Accordingly, it is possible for you to sustain a loss from our operation which will not be allowed as a deduction for tax purposes or will be limited to a $3,000 annual limitation.

At-Risk Limitation

If you borrow money to invest in the partnership, there are at risk limitations that will apply to you. Section 465 of the Internal Revenue Code provides that the amount of any loss allowable for any year to be included in your personal tax return is limited to the amount paid for the partnership interests, or tax basis, of the amount at risk. Losses already claimed may be subject to recapture if the amount at risk is reduced as a result of cash distributions from the activity, deduction of losses from the activity, changes in the status of indebtedness from recourse to non-recourse, the commencement of a guarantee, or other events that affect your risk of loss. The at risk provisions must be considered should you elect to arrange debt financing for purchasing a partnership interest.

Income and Losses from Passive Activities

Internal Revenue Code Section 469 limits the deductibility of what are called passive losses from business activities in which the taxpayer does not materially participate. Under temporary Treasury regulations, the trading of personal property, such as futures contracts, will not be treated as a passive activity, partnership gains allocable to you will not be available to offset passive losses from sources outside the partnership, and partnership losses will not be subject to limitation under the passive loss rules.

Allocation of Profits and Losses

The allocation of profits, losses, deductions and credits contained in the Limited Partnership Agreement will be recognized for tax purposes only if the allocations have substantial economic effect. While the general partner believes that the Limited Partnership Agreement either meets the requirements or satisfies a substitute capital account equivalency test, the Limited Partnership Agreement does not meet a third requirement, that a partner must make a capital contribution to the partnership equal to any deficit in its capital account. Accordingly, under the regulations and the Limited Partnership Agreement, losses would not be allocable to you in excess of your capital contribution plus properly allocated profits less any prior distributions. The general partner intends to allocate income and losses in accordance with the Limited Partnership Agreement which it believes complies with applicable Internal Revenue Code Section 704. However, no assurances can be given that the IRS will not attempt to change any allocation that is made among partners admitted on different dates, which could adversely affect the amount of taxable income to one partner as opposed to another partner.

Taxation of Futures Transactions

The commodity trading advisor selected to trade for us is expected to trade primarily, but not exclusively, in Section 1256 Contracts, which is any regulated futures contract, foreign currency contract, non-equity option, or dealer equity option. A regulated futures contract is a futures contract:

if it is traded on or subject to the rules of:

a national securities exchange which is registered with the Securities and Exchange Commission,

a domestic board of trade designated as a contract market by the Commodity Futures Trading Commission or any other board of trade, exchange or other market designated by the Secretary of Treasury, and

which is marked-to-market to determine the amount of margin which must be deposited or may be withdrawn. Marked-to-market means that the position is taken in the account on day one at that price. Each day the position is held, it is valued for account purposes at the price of the contract on the close of that day.

A foreign currency contract is negotiated between banks and accepted for trade among banks and private investors. The partnership is expected to purchase or sell these contracts to speculate on the value of foreign currency as contrasted with the U. S. dollar. These contracts are exempt from the Commodity Exchange Act and are excluded from marked-to-market treatment.

A non-equity option means an option which is treated on a qualified board or exchange and the value of which is not determined directly or indirectly by reference to any stock, group of stocks, or stock index unless there is in effect a designation by the Commodity Futures Trading Commission of a contract market for a contract bond or such group of stocks or stock index.

A dealer equity option means, with respect to an options dealer, only a listed option which is an equity option, is purchased or granted by such options dealer in the normal course of his activity of dealing in options, and is listed on the qualified board or exchange on which such options dealer is registered.

All Section 1256 contracts will be marked-to-market upon the closing of every contract, including closing by taking an offsetting position or by making or taking delivery, by exercise or being exercised, by assignment or being assigned; or by lapse or otherwise. Also, all open Section 1256 contracts held by us at our fiscal year-end will be treated as sold for their fair market value on the last business day of such taxable year. This will result in all unrealized gains and losses being recognized for Federal income tax purposes for the taxable year. As a consequence, you may have tax liability relating to unrealized partnership profits in open positions at year-end. Sixty percent of any gain or loss from a Section 1256 contract will be treated as long-term capital gain or loss, and 40% as short-term capital gain or loss, regardless of the actual holding period of the individual contracts. The character of a your distributive share of profits or losses of the partnership from Section 1256 contracts will thus be 60% long-term capital gain or loss and 40% short-term capital gain or loss. Your distributive share of such gain or loss for a taxable year will be combined with your other items of capital gain or loss for such year in computing your Federal income tax liability. The Internal Revenue Code contains rules designed to eliminate the tax benefits flowing to high-income taxpayers from the graduated tax rate schedule and from the personal and dependency exemptions. The effect of these rules is to tax a portion of a high-income taxpayer’s income at a marginal tax rate of 35%. Most long-term capital gains after May 6, 2003 are subject to a maximum tax rate of 15%. A limited partner, other than a corporation, estate or trust, may elect to carry-back any net Section 1256 contract losses to each of the three preceding years. The marked-to-market rules do not apply to interests in personal property of a nature which are actively traded other than Section 1256 contracts.

Section 988 Foreign Currency Transactions

A Section 988 transaction is defined as the entering or acquiring of any forward contract, futures contract, option or similar financial instrument if the amount to be received or to be paid by reason of a transaction is denominated in a nonfunctional currency or is determined by reference to one or more nonfunctional currencies. If the Section 988 transaction results in a gain or loss, it is considered to be a foreign currency gain or loss to the extent it does not exceed gain or loss realized by reason of changes in exchange rates.

Capital Gain and Loss Provisions

If short-term capital gains exceed long-term capital losses, the net capital gain will be taxed at the same rates as ordinary income. Subject to an annual limitation of $3,000, you may deduct the excess of capital losses over capital gains against ordinary income. Excess capital losses which are not used to reduce ordinary income in a particular taxable year may be carried forward to, and treated as capital losses incurred in, future years.

Business for Profit

Internal Revenue Code Section 183 sets forth the general rule that no deduction is allowable to an individual for an activity not engaged in for profit. These are activities other than those constituting a trade or business or engaged in for the production or collection of income or for the management, conservation, or maintenance of property held for the production of income. The determination of whether an activity is engaged in for profit is based on all facts and circumstances, and no

single factor is determinative. The general partner believes that by employing independent commodity trading advisors with strong track records of production of profits, it is more likely than not, that our activity will be considered an activity engaged for profit.

Self-Employment Income and Tax

Section 1402 of the Internal Revenue Code provides that an individual’s net earnings from self-employment shall not include the distributive share of income or loss from any trade or business carried on by a partnership of which he is a limited partner. Therefore, you should not consider that the ordinary income from the partnership constitutes net earnings from self-employment for purposes of either the Social Security Act or the Internal Revenue Code.

Alternative Minimum Tax

The alternative minimum tax for individuals is imposed on certain high income persons as a method of collection of tax although income may to sheltered or otherwise not subject to tax. Alternative minimum taxable income consists of income deemed taxable without regard to availability of deductions or tax preferences provided by the tax law. Alternative minimum taxable income may not be offset by certain deductions, including (in certain circumstances) interest incurred to purchase or carry interests in partnership such as this partnership. Taxpayers subject to the alternative minimum tax could be required to make estimated payments. The extent to which the alternative minimum tax will be imposed or estimated payments required will depend on the overall tax situation of each limited partner at the end of each taxable year and, therefore, this question should be referred to your tax advisor.

Interest Related To Tax Exempt Obligations

Section 265(a)(2) of the Internal Revenue Code will disallow any deduction for interest on indebtedness of a taxpayer incurred or continued to purchase or carry obligations the interest on which is wholly exempt from tax. The IRS announced in Revenue Procedure 72-18 that the proscribed purpose will be deemed to exist with respect to indebtedness incurred to finance a portfolio investment. The Revenue Procedure further states that a limited partnership interest will be regarded as a portfolio investment, unless rebutted by other evidence. Therefore, if you own tax-exempt obligations, the IRS might take the position that any interest expense incurred by you to purchase or carry partnership interests should be viewed as incurred by you to continue carrying tax exempt obligations, and that you should not be allowed to deduct all or a portion of the interest on any such loans.

Not a Tax Shelter

In the opinion of tax counsel, we do not constitute a tax shelter, as defined in Internal Revenue Code Section 6111(c), since the general partner intends to operate the partnership so that the tax shelter ratio will not exceed two-to-one at the close of any of the first five years. Accordingly, the general partner has not registered us as a tax shelter with the IRS.

Taxation of Foreign Partners

An investment in the partnership should not, by itself, cause a foreign partner to be engaged in a trade or business within the United States. A foreign person is subject to a 30% withholding tax, unless reduced or exempted by treaty, on United States source income which is not effectively connected with the conduct of a United States trade or business. The person having control over the payment of such income must withhold this tax.

Because we have permitted the trading advisor to trade contracts on foreign futures exchanges, based on current law it is uncertain whether entering into foreign transactions may cause us, and therefore any foreign limited partners, to be treated as engaged in a trade or business within the United States. However, the Treasury Department has issued proposed regulations which, if finalized in their current form, would provide that foreign limited partners should not be deemed to be engaged in a United States trade or business solely by virtue of an investment as a limited partner in the partnership even if the partnership enters into foreign exchange trades of currency and derivative transactions. These regulations are proposed to be effective for taxable years beginning 30 days after the date final regulations are published in the Federal Register. We may elect to apply the final regulations retroactively once they are finalized. The Scott Law Firm, Ltd. has not opined on the issues related to the withholding by us from distributions to foreign investors as the determination of how the treat this issue will be resolved at the end of each taxable year or upon receipt of a redemption request and the tax opinion is limited to tax consequences to United States residents.

Accordingly, we may be required to withhold tax on items of such income that are included in the distributive share of a foreign partner, whether or not the income was actually distributed. If we are required to withhold tax on such income of a foreign partner, the general partner may pay such tax out of its own funds and then be reimbursed out of the proceeds of any distribution to or redemption of partnership interests by the foreign partner.

Partnership Entity-Audit Provisions-Penalties

The Internal Revenue Code provides that the tax treatment of items of partnership income, gain, loss, deduction and credit will be determined at the partnership level in a single partnership proceeding. The Limited Partnership Agreement has appointed Ashley Capital Management, Inc. as the tax matters partner to settle any issue involving any partner with less than a 1%

profits interest unless such a partner, upon notice, properly elects not to give such authority to the tax matters partner. The tax matters partner may seek judicial review for any adjustment to partnership income, but there will be only one such action for judicial review to which all partners will be bound. The Internal Revenue Code provides that a partner must report a partnership item consistently with its treatment on the partnership return, unless the partner specifically identifies the inconsistency or can show that its treatment of the partnership item on its return is consistent with a schedule furnished to the partner by the partnership. Failure to comply with this requirement may result in penalties for underpayment of tax and could result in an extended statute of limitations. The statute of limitations for adjustment of tax with respect to partnership items will generally be three years from the date of filing the partnership return.

Internal Revenue Code Section 6662 imposes a penalty for a substantial understatement of income tax equal to 20% of the amount of any underpayment attributable to that understatement. Understatement is defined as meaning the excess of the correct amount of tax required to be shown on the return over the amount of tax that is actually shown on the return. A substantial understatement exists for any taxable year if the amount of the understatement for the taxable year exceeds the greater of 10% of the correct tax or $5,000, or $10,000, in the case of a corporation other than an S corporation or a personal holding company.

Employee Benefit, Retirement Plans and IRA’s

The Employee Retirement Income Security Act of 1974 governs:

employee benefit plans, such as:

a qualified pension, profit-sharing or stock bonus plan, or

a qualified health and welfare plan; and

individual retirement accounts, commonly called IRAs.

You may not purchase partnership interests with the assets of a plan if we, the general partner, the selling agent, the introducing broker, the futures commission merchant, or any of their affiliates, agents or employees have investment discretion over such plan, give investment advice with respect to such plan assets for a fee, or are an employer maintaining or contributing to such plan.

Before you invest in us through one of these qualified plans, you should consult your own legal and financial advisors, and the fiduciary of your plan should take into account the facts and circumstances of your plan, and consider applicable fiduciary standards under the above act.

Acceptance of subscriptions on behalf of employee benefit plans is not a representation by the general partner or any other party that this investment meets all legal requirements or is appropriate with respect to investments by any particular plan. The person with investment discretion should consult the attorney for the plan as to the propriety of an investment in this partnership.

The Limited Partnership Agreement

The partnership agreement was amended and fully restated on December 23, 2003 and is attached to this prospectus as Exhibit A. Following is an explanation of the material terms of the Limited Partnership Agreement; however, you are urged to read the entire agreement. See Exhibit A.

Formation of the Partnership

Our Certificate of Limited Partnership is dated and was filed on January 12, 1998 pursuant to the Delaware Uniform Limited Partnership Act.

You are not liable for our losses, debts and obligations beyond your investment amount and your share of any of our undistributed assets, so long as you do not take part in the management of the business of the partnership or transact any business for the partnership other than exercise your right to vote on partnership matters as a limited partner.

According to the Limited Partnership Agreement, this partnership will not terminate or dissolve upon any limited partner’s death, incompetence, withdrawal, insolvency, bankruptcy, termination, liquidation, dissolution or other legal incapacity. Also, legal representatives of such limited partner may redeem their partnership interests, but will not have the right to withdraw their interest or become a substituted limited partner solely by reason of such incapacity.

Units of Partnership Interests

The amount of partnership interests you hold will determine your percentage interest in our net assets. The value of a single unit will be calculated from time to time by dividing the net assets of the partnership by the number of outstanding units of partnership interests. The value of your partnership interest will be determined by multiplying the number of units of partnership interests you hold by the value of a single unit. Your percentage interest in the partnership will also be determined by dividing the number of units you by the total number of units outstanding.

Management of Partnership Affairs

Only the general partner may manage this partnership. You will not take part in our business or affairs nor will you have any voice in our management or operations other than to vote on partnership matters as a limited partner.

The limited partners who collectively hold a majority of the partnership interests must give written approval of any material change in either the Limited Partnership Agreement or the partnership structure; provided, however, without the limited partners’ approval, the general partner is allowed to (i) change the management and incentive fees within the limits prescribed herein, (ii) add, change and delete trading advisors, (iii) add, change and delete introducing brokers, (iv) add, change and delete futures commission merchants, (v) add, change and delete selling agents, (vi) redeem and return a limited partner account, (vii) change the commodity contracts traded, or (viii) change the diversification of our assets among the various types of or in the positions held in commodity contracts.

To the extent the law permits, such limited partners who hold a majority of the partnership interests may vote to amend any term in the Limited Partnership Agreement and, if necessary, the Certificate of Limited Partnership without the agreement of the general partner. This includes removing the general partner and electing a new general partner.

In its capacity as commodity pool operator, the general partner may consult with the trading advisor with regard to money management and trading strategy issues, but the general partner will not serve as a trading advisor or select any other trading advisors to trade that are affiliated with either general partner.

General Prohibitions

We may not borrow from or loan money or any other assets to any person; provided, however, this shall not apply to the incurrence of an obligation to a futures commission merchant or debt to a partner or any of their affiliates with respect to the offering of partnership interests for sale, registration, or initiation and maintenance of our trading positions.

We may not permit rebates or give-ups to be received by the general partner or any of its affiliates. Nor may we permit the general partner or any of its affiliates to engage in reciprocal business arrangements that would circumvent the foregoing prohibition. However, an affiliate or the general partner may provide goods or services, including brokerage, at a competitive cost to us.

The general partner or its affiliates are not required to advance or loan funds to the partnership. If the general partner makes any advance or loan to the partnership, it will not receive interest in excess of its interest costs, nor will it receive interest in excess of the amounts which would be charged the partnership by unrelated banks on comparable loans for the same purpose. The general partner shall not receive points or other financing charges or fees regardless of the amount. Currently, no agreement exists for the general partner to make any loan to the partnership nor does the general partner expect to enter one; however, you will be notified of such an agreement, should one be entered.

Additional Offerings

The general partner has sole discretion to end any offering of partnership interests, register additional partnership interests, and make additional public or private offerings of partnership interests.

You will not have any preemptive, preferential or other rights with respect to the issuance or sale of any additional partnership interests. Although we are offering a maximum of $10,000,000 in partnership interests pursuant to this offering, we have not limited the amount of capital contributions or the maximum amount of partnership interests that may be issued, offered or sold pursuant to other offerings.

Partnership Accounting, Reports, and Distributions

You will have a capital account, and its initial balance will be the amount you paid for your partnership interests. The net assets of this partnership will be determined monthly, and any change from the previous month will be passed on to your account in the ratio that your account bears to all accounts.

The general partner has sole discretion to make distributions from profits or net assets. On a monthly basis you will receive a report containing (i) the net unit value as of the end of both the current and previous month, (ii) the percentage change in net unit value between the two months, (iii) the amount of distributions during the month (iv) the aggregate fixed commission in lieu of round-turn brokerage commissions, other fees, administrative expenses, and reserves for claims and other extra-ordinary expenses incurred or accrued by us during the month, and (v) any other information required by the rules of the Commodity Futures Trading Commission.

The general partner will notify you within seven days of any change in trading advisor or partnership fee structure, including a notice of your right to redemption. For all other material changes to the disclosures made in this document, the general partner will notify you of such change within 21 days.

You or your duly authorized representative may inspect our books and records and any records related to your account, provided you give adequate notice, you do so at a reasonable time, and you make copies at your expense.

Income, Loss and Expense Allocations

At the end of each fiscal year, our capital gain or loss and ordinary income or loss and expenses will be allocated to units held by all partners. You are responsible for the proper reporting of these items on your personal income tax return.

Transfer of Partnership Interests Only With Consent of the General Partner

You are admitted to this partnership and are registered on the partnership records as the owner of the partnership interests you purchase. As a registered investor in this partnership, you may receive all distributions, allocations of losses and withdrawals, and reductions of capital contributions, and vote on any matters submitted to the limited partners for voting.

You may transfer your partnership interests only with the written consent of the general partner. The general partner may not approve the transfer if it (i) is requested before six months from the date of purchase, (ii) is not made for all of your partnership interests or, if you are not assigning all of your partnership interests, you will retain more than $5,000 of partnership interests, (iii) will violate any applicable laws or governmental rules or regulations, including without limitation, any applicable Federal or state securities laws, or the Delaware limited partnership laws, (iv) will jeopardize our ability to be taxed as a partnership and not as a corporation, or (v) will affect characterizations or treatment of income or loss.

Termination of the Partnership

This partnership will terminate (i) at 11:59 p.m. twenty-one years from the date of the Certificate of Limited Partnership, (ii) by election of the general partner, in its sole discretion, to terminate and dissolve this partnership, (iii) upon the dissolution, death, resignation, withdrawal, bankruptcy or insolvency of the general partner, unless the partners, by majority interest, vote to carry on the business and elect a new general partner, (iv) if it does not pay its annual franchise fee and file its annual report with the State of Delaware, which will cause it to be dissolved under Delaware law, (v) upon any event which makes the continued existence of the partnership unlawful, or (vi) upon the majority vote of the partners.

Meetings

We are not required to hold regular meetings, however, partners may call meetings to vote on certain issues, including (i) amendment of the limited partnership agreement; provided, however, any amendment which modifies the compensation or distributions to the general partner or which affects the duties of the general partner requires its consent; (ii) removal of the general partner and election of a new general partner; (iii) cancellation of any contract for services with the general partner, without penalty, upon 60 days written notice; provided, however, the maximum period of any contract between the general partner and the partnership is one year; and, provided further, should any amendment to this partnership agreement attempt to modify the compensation or distributions to which the general partner is entitled or which affects the duties of the general partner, such amendment will become effective only upon the consent of the general partner; (iv) the right to approve, prior to sale, the sale or distribution, outside the ordinary course of business, of all or substantially all of the assets of the partnership; (v) dissolution of the partnership; and (vi) change of any of the partnership’s basic investment policies or in the structure of the partnership. See Management of Partnership Affairs.

The general partner must receive in person or by certified mail a written request with a check to cover the cost of sending notice of the meeting to all partners. One or more partners who collectively own 10% or more of the outstanding partnership interests must sign the request. The general partner then has 15 days to call the meeting.

Redemptions

Redemption allows you to receive your share of the net assets of this partnership. You may not redeem or liquidate any partnership interests until twelve months after you have been allocated partnerships interests from your subscription proceeds, though this may be waived at the sole discretion of the general partner. The general partner must receive a written request for redemption no less than ten days prior to the desired effective date of redemption. The effective date of redemption must be the last day of the then current or a future month.

The general partner will try its best to comply with the redemption request within twenty days following the effective date. However, you should be aware that the general partner may be unable to timely comply with the request if there is not enough cash. This may be because the trading advisor cannot liquidate the positions it has taken or because there are contingent claims on partnership assets.

If the general partner notifies you in writing, it may declare additional redemption dates or cause the partnership to redeem fractions of units of partnership interests. We will not charge a redemption fee.

Plan for Sale of Partnership Interests

The Selling Agent

We are offering and selling the partnership interests solely through Futures Investment Company, an Illinois corporation incorporated on December 6, 1983, the address of which is 5914 N. 300 West, P.O. Box 760, Fremont, Indiana 46737. It was registered as a fully disclosed broker/dealer registered with the Financial Industry Regulatory Authority on July 24, 1997 and has

been appointed the selling agent. All partnership interests will be sold on a best efforts basis, which means the selling agent will try, but not guarantee, to sell the partnership interests.

Currently, Futures Investment Company principally offers securities and interests in futures. It has and will continue to participate in offerings of other commodity pools sponsored by the general partner or other persons or entities in competition with us.

The individual general partner and his spouse own Futures Investment Company. They are also registered with the National Futures Association as associated persons and with the Financial Industry Regulatory Authority as registered representatives of Futures Investment Company.

This offering will be conducted under the terms and conditions of FINRA Rule 2310. Although we are offering a maximum of $10,000,000 in partnership interests pursuant to this registration statement, the Limited Partnership Agreement authorizes the general partner to determine the amount of partnership interests to be sold. If the partnership is to sell any partnership interests in excess of the $10,000,000, such partnership interests must also be registered with the Securities and Exchange Commission or sold by private offering pursuant to applicable exemption from registration.

Accordingly, the partnership may sell an unlimited amount of partnership interests.

Underwriting Compensation

The only underwriting or other compensation to be paid to the selling agent or any other FINRA member any underwriting or other compensation from any source in connection with the offering in terms of offering proceeds, is (i) a 6% up front selling commission on all gross subscription proceeds pursuant to this offering, and (2) $2,000 paid by the partnership for legal fees, which are associated with FINRA’s review of this offering submitted to it by the selling agent. Neither the partnership nor the selling agent will engage in wholesaling. Due diligence expenses in connection with this offering were minimal because the selling agent is affiliated with the issuer; however, such expenses were borne by the issuer upon submission of a detailed invoice by the selling agent. Accordingly, due diligence expenses reimbursement will be detailed and itemized.

FINRA Rule 2310 Offering

The offering of the partnership will be conducted in general compliance with FINRA Rule 2310. Pursuant to FINRA Rule 2310(b)(2)(C), there will be no executed transaction in a discretionary account without the prior specific written approval of the transaction by the customer. Pursuant to the liquidity track record requirements of FINRA Rule 2310(b)(3)(D), the selling agent has informed the general partner that it has not offered any prior investment programs for which the prospectus disclosed a date or time period when the program might be liquidated.

Depository Account

New partners will be admitted to the partnership on the first business day of the month following the month in which their subscription documents were accepted. Until they are admitted to the partnership and assigned partnership interests, all subscription proceeds and subscription documents will be placed by the selling agent in a segregated depository account maintained by Star Financial Bank. No escrow agent will be used.

The interest earned on your subscription during the period it is held in the depository account will be deposited in our account, and you will receive a corresponding amount of additional partnership interests at the current month end net asset value per partnership interest.

If you are investing in the partnership by transferring funds from an account at a futures commission merchant, your funds may be invested in the partnership on the admission date without use of the depository account.

Cash from subscriptions held in the depository account will be invested in short-term investments that meet applicable regulatory requirements until delivered to the partnership after the close on the last business day of the month. These investments will be in United States Treasury Bills, bank savings accounts, or other comparable interest-bearing instruments and accounts that are expected to be liquid, substantially low risk investments, with correspondingly low yields.

There cannot be any assurance that any additional partnership interests will be sold. The general partner is authorized, in its sole discretion, to terminate this or any future offering of partnership interests.

Subscription Procedure

To purchase partnership interests, you must complete and execute an acknowledgement of suitability and a subscription agreement (Exhibit D), and deliver the executed subscription documents and check to the partnership.

You should make out the check to “Atlas Futures Fund, LP”. Your check will then be sent by the selling agent to the bank by noon of the second business day following its receipt. Under no circumstances should you make payment in cash, or make any checks payable to the partnership, the general partner or any of their affiliates or any other party.

Subscription Amounts

You must purchase at least $25,000 in partnership interests; however, the general partner may reduce this to not less than the regulatory minimum of $5,000. You may make additional investments above $25,000 in $1,000 increments. However, you may not invest more than 10% of your net worth in the partnership. If you have not provided collectible funds, whether in the form of a bad check or draft, or otherwise, any partnership interests recorded on our books in your favor shall be cancelled.

Revocation and Acceptance of Subscription

Once you have delivered your subscription agreement and sent us your check, you may revoke your subscription within five business days after you send it to us. After the lapse of five business days from submission, your subscription will be irrevocable and, thereafter, you must redeem pursuant to the terms of the Limited Partnership Agreement. The partnership interests offered to you are subject to prior sale. The general partner has sole discretion to reject any subscription, in whole or in part, at any time prior to admission of the subscriber as a partner. If your subscription is accepted, the general partner will send you written confirmation of your purchase, and you will be admitted as a limited partner on the first business day of the following month.

Net Worth Tests

To purchase partnership interests, you must have at least a minimum net worth of $250,000, exclusive of your home, home furnishings and automobiles, or a minimum annual gross income of $70,000 and a minimum net worth of $70,000, exclusive of your home, home furnishings and automobiles. You may have to satisfy higher amounts if you live in certain states.

In the case of sales to fiduciary accounts, the beneficiary, the fiduciary account, or the donor or grantor who supplies the funds to purchase the partnership interests, if the donor or grantor is the fiduciary, may meet the net worth and income standards.

Investor Warranties

When you execute and deliver your Subscription Agreement and Power of Attorney, you are making representations and warranties to the general partner, the introducing broker and the futures commission merchant. Specifically:

(a)

you are of legal age to execute the Subscription Agreement and Power of Attorney and are legally competent to do so;

(b)

you acknowledge that you have received the prospectus, including the Limited Partnership Agreement, prior to subscribing for partnership interests;

(c)

all information you have given to the general partner or that is set forth in the Subscription Agreement and Power of Attorney submitted by you is correct and complete as of the date of the agreement and if there are any changes in such information prior to acceptance of your subscription, you will immediately furnish the revised or corrected information to the general partner;

(d)

unless (e) or (f) below applies to you, your subscription is made with your own funds for your own account and not as trustee, custodian or nominee for another.

(e)

the subscription, if made as custodian for a minor, is a gift you have made to the minor and is not made with the minor’s funds; or, if not a gift, the representations as to net worth and annual income apply only to such minor.

(f)

if you are subscribing in a representative capacity:

you have full power and authority to purchase the partnership interests and enter and be bound by the Subscription Agreement and Power of Attorney on behalf of the entity for which you are purchasing the partnership interests, and

such entity has full right and power to purchase the partnership interests and enter and be bound by the Subscription Agreement and Power of Attorney and become a limited partner pursuant to the Limited Partnership Agreement attached as Exhibit A.

The general partner, the introducing broker and the futures commission merchant may rely upon any of the above representations and warranties as a defense to any claim made against it.

Compliance with Anti-Money Laundering Laws

To satisfy the partnership’s, the general partner’s and the selling agent’s obligations under applicable anti-money laundering laws and regulations, subscribers will be required to make representations and warranties in the subscription agreement concerning the nature of the subscriber, its source of investment funds and other related matters. The general partner and the selling agent reserve the right to request additional information from subscribers as either of the general partner or the selling agent, in its sole discretion, requires in order to satisfy applicable anti-money laundering obligations. By subscribing for units in the partnership, each subscriber agrees to provide this information upon request.

A PURCHASE OF THE UNITS SHOULD BE MADE ONLY BY THOSE PERSONS WHOSE FINANCIAL CONDITION WILL PERMIT THEM TO BEAR THE RISK OF A TOTAL LOSS OF THEIR INVESTMENT IN THE FUND. AN INVESTMENT IN THE UNITS SHOULD BE CONSIDERED ONLY AS A LONG-TERM INVESTMENT.

Legal Matters

Litigation and Claims

Within the past 5 years as of the date of this prospectus, there have been no material administrative, civil or criminal actions against either general partner, the commodity trading advisor, the introducing broker, the selling agent, or any principal or affiliate of any of them. This includes any actions pending, on appeal, concluded, threatened, or otherwise known to them. There is litigation against the futures commission merchant within the past 5 years, which is disclosed beginning on page 26 of this prospectus.

Legal Opinion

The Scott Law Firm, Ltd., 470 Broadway, Suite 160, Bayonne, NJ 07002 serves as special counsel to us and the general partner with respect to the offering of partnership interests, the preparation of this prospectus, the legality of the partnership interests offered, and the classification of the partnership as a partnership for tax purposes.

From time to time, the firm will also advise the general partner and us in regard to the maintenance of our tax status, the legality of any subsequent offers, and the legality of any transfers by partners.

The general partner has granted the firm the right to employ other law firms to help in matters that relate to the sale of partnership interests or our operation.

The Scott Law Firm, Ltd. will not give you or any other partner legal advice. You should seek investment, legal, and tax advice from your own legal counsel and other professionals of your choice.

Experts

We rely on various experts to perform services for us.

Patke & Associates, Ltd. is our independent registered public accounting firm expert, and is responsible for auditing the books and records of us and Ashley Capital Management, Inc., as well as preparing the partnership K-1’s and our tax returns. All audited financial statements appearing in this prospectus were conducted by Patke & Associates, Ltd.

The corporate general partner serves as our tax partner. The general partner is required by the rules and regulations of the Commodity Futures Trading Commission to send you unaudited monthly statements and annual financial statements audited by an independent certified public accountant.

We will send you the unaudited monthly statements within 30 days of month end, and will send you the audited annual financial statements within 90 days after the end of each calendar year.

Additional Information

By our general partner, we have filed a registration statement on Form S-1 with the Securities and Exchange Commission under the Securities Act of 1933 to allow us to issue and sell our limited partnership interests.

This prospectus does not contain all of the information in the Form S-1 filing, for example, the Selling Agreement and the futures commission merchant's Customer Agreements which established the partnership accounts. The descriptions in this prospectus of these exhibits are summaries. For further information regarding the partnership and the partnership interests offered, you may inspect and copy our complete filings, including this prospectus, the exhibits and periodic reports, at the public reference facilities of the Securities and Exchange Commission at 450 Fifth Street, NW, Washington, D.C. 20549

Also, the Securities and Exchange Commission offices will send you copies of all or any part of this filing by mail, upon payment of the prescribed rates. This prospectus and other electronic filings made through the Electronic Data Gathering, Analysis and Retrieval (EDGAR) system are publicly available through the Commission’s Web site, http://www.sec.gov.

In addition, our books and records will be maintained for six years at the office of the corporate general partner, 5914 N. 300 West, Fremont, IN 46737.

You are invited to review any materials available to the general partner relating to this partnership, our operations, this offering, the Advisory Agreement between us and the commodity trading advisor, the Customer Agreements between us and our Commodity Brokers, the commodity trading advisor’s disclosure document, the forms filed with the National Futures Association for any registered entity or person related to this partnership, and any other matters relating to the laws applicable to this offering or this partnership.

The officer and staff of the general partner will answer all reasonable inquiries you may have. All the above materials will be made available at any mutually convenient location at any reasonable hour after reasonable prior notice.

The general partner will allow you to obtain any additional information necessary to verify any representations or information in this prospectus and its exhibits, assuming the general partner possess such information or can acquire it with reasonable effort and expense. However, your review is limited by the proprietary and confidential nature of the commodity

trading advisor’s trading systems and by the confidentiality of personal information relating to other investors.

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ATLAS FUTURES FUND, LIMITED PARTNERSHIP

(A Delaware Limited Partnership)

QUARTERLY REPORT

June 30, 2012

GENERAL PARTNER:

Ashley Capital Management, Inc.

% Corporate Systems, Inc.

505 Brookfield Drive

Dover, Kent County, Delaware 19901


Index to the Financial Statements





		Page

	Report of Independent Registered Public Accounting Firm	F-2

	Statements of Assets and Liabilities (Unaudited)	F-3

	Condensed Schedule of Investments - June 30, 2012 (Unaudited)	F-4

	Condensed Schedule of Investments - December 31, 2011 (Unaudited)	F-5

	Statements of Operations (Unaudited)	F-6

	Statements of Changes in Net Assets (Unaudited)	F-7

	Statements of Cash Flows (Unaudited)	F-8

	Notes to the Financial Statements (Unaudited)	F-9 - F-15

	Affirmation of the Commodity Pool Operator	F-16
	F-1


Patke & Associates, Ltd.
Certified Public Accountants
Report of Independent Registered Public Accounting Firm


To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware

We have reviewed the accompanying statements of assets and liabilities of Atlas Futures Fund, Limited Partnership, including the condensed schedule of investments, as of June 30, 2012, and the related statements of operations for the three and six months ended June 30, 2012 and 2011, and the statements of changes in net assets and cash flows for the six months ended June 30, 2012 and 2011. 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 Company Accounting Oversight Board (United States), the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion.

Based on our review, we are not aware of any material modifications that should be made to such interim financial statements for them to be in conformity with accounting principles generally accepted in the United States of America.

We have previously audited, in accordance with the auditing standards of the Public Company Accounting Oversight Board (United States), the statement of assets and liabilities of Atlas Futures Fund, Limited Partnership, including the condensed schedule of investments, as of December 31, 2011, 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 7, 2012, 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, 2011 is fairly stated, in all material respects, in relation to the statement of assets and liabilities from which it has been derived.

/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
August 7, 2012

300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 *(847)913-5400 F-2


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
(Unaudited)

		June 30,	December 31,
		2012	2011
Assets

	Equity in broker trading accounts

	Cash and cash equivalents at broker	$ 1,019,879	$ 662,202
	Net unrealized gain (loss) on open futures contracts	(121,231)	113,800
	Total equity in broker trading accounts	898,648	776,002

	U.S. Treasury Bills (cost $2,499,463 and $3,986,110)	2,499,934	3,999,691

	Cash and cash equivalents	631,127	1,012,647
	Prepaid expenses	3,925	7,850
	Total assets	4,033,634	5,796,190

Liabilities

	Partner redemptions payable	6,674	497,919
	Accrued commissions payable to related parties	39,960	10,569
	Other accrued liabilities	15,621	14,045
	Total liabilities	62,255	522,533
Net assets		$ 3,971,379	$ 5,273,657

Analysis of net assets

	Limited partners	$ 3,971,379	$ 5,273,657
	General partners	-	-
	Net assets (equivalent to $2,816.16 and $3,219.98 per unit)	$ 3,971,379	$ 5,273,657

Partnership units outstanding

	Limited partners units outstanding	1,410.21	1,637.79
	General partners units outstanding	-	-
	Total partnership units outstanding	1,410.21	1,637.79


	The accompanying notes are an integral part of the financial statements F-3


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
June 30, 2012
(Unaudited)



			Face Value	Fair Value	Percent of Net Assets

United States Treasury bills

		United States Treasury bills, matures
		July 2012 (cost $2,499,463)	$ 2,500,000	$ 2,499,934	62.95%

Futures contracts

	Futures contracts held long
		Agriculture		$ 20,801	0.52%
		Currency		(10,150)	(0.26%)
		Energy		310	0.01%
		Indices		(38,624)	(0.97%)
		Interest rates		(17,624)	(0.44%)
		Metals		(12,790)	(0.32%)
		Total futures contracts held long		(58,077)	(1.46%)

	Futures contracts held short
		Agriculture		(9,040)	(0.23%)
		Currency		(54,695)	(1.38%)
		Energy		(12,583)	(0.32%)
		Indices		(12,163)	(0.31%)
		Interest rates		(8,159)	(0.21%)
		Metals		33,486	0.84%
		Total futures contracts held short		(63,154)	(1.59%)

	Net unrealized (loss) on open futures contracts			$ (121,231)	(3.05%)

The accompanying notes are an integral part of the financial statements F-4


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
December 31, 2011
(Unaudited)



			Face Value	Fair Value	Percent of Net Assets

United States Treasury bills

		United States Treasury bills, matures
		January 2012 (cost $3,986,110)	$ 4,000,000	$ 3,999,691	75.84%

Futures contracts

	Futures contracts held long
		Agriculture		$ 504	0.01%
		Energy		6,260	0.12%
		Currency		62,269	1.18%
		Total futures contracts held long		69,033	1.31%

	Futures contracts held short
		Agriculture		(6,388)	(0.12%)
		Energy		53,130	1.01%
		Currency		(1,975)	(0.04%)
		Total futures contracts held short		44,767	0.85%

	Net unrealized gain on open futures contracts			$ 113,800	2.16%

The accompanying notes are an integral part of the financial statements F-5


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
(Unaudited)

		Three Months Ended June 30,		Six Months Ended June 30,
		2012	2011	2012	2011

Investment income

	Interest income	$ 482	$ 3,526	$ 862	$ 6,733
	Total investment income	482	3,526	862	6,733

Expenses

	Commission expense	124,840	261,250	277,115	552,914
	Professional fees	18,500	37,500	36,000	71,000
	Management fees	9,445	-	9,445	-
	Other operating expenses	3,869	4,958	6,747	9,844
	Total expenses	156,654	303,708	329,307	633,758

	Net investment (loss)	(156,172)	(300,182)	(328,445)	(627,025)

Realized and unrealized gain (loss) from investments and foreign currency

	Net realized gain (loss) from:
	Investments	42,623	426,958	1,800	(367,981)
	Foreign currency translation	(13,240)	9,773	(16,872)	7,371
	Net realized gain (loss) from investments and foreign currency transactions	29,383	436,731	(15,072)	(360,610)

	Net unrealized (depreciation) on investments	(121,141)	(20,424)	(235,032)	(355,531)

	Net realized and unrealized gain (loss) from investments and foreign currency	(91,758)	416,307	(250,104)	(716,141)

	Net increase (decrease) in net assets resulting from operations	$ (247,930)	$ 116,125	$ (578,549)	$ (1,343,166)


Net increase (decrease) per unit (for a single unit outstanding during the entire period)
	Limited partnership unit	$ (175.84)	$ 31.79	$ (403.82)	$ (521.14)
	General partnership unit	$ -	$ -	$ -	$ -
The accompanying notes are an integral part of the financial statements F-6


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
(Unaudited)



	Six Months Ended June 30,
	2012		2011
	Units	Net Assets	Units	Net Assets

(Decrease) in net assets from operations
Net investment (loss)		$ (328,445)		$ (627,025)
Net realized (loss) from investments and foreign currency transactions		(15,072)		(360,610)
Net unrealized (depreciation) on investments		(235,032)		(355,531)
Net (decrease) in net assets resulting from operations		(578,549)		(1,343,166)

Redemptions by limited partners	(227.58)	(723,729)	(287.33)	(1,108,203)
Total (decrease) in net assets	(227.58)	(1,302,278)	(287.33)	(2,451,369)

Net assets at the beginning of the period	1,637.79	5,273,657	2,658.37	11,247,936

Net assets at the end of the period	1,410.21	$ 3,971,379	2,371.04	$ 8,796,567

The accompanying notes are an integral part of the financial statements F-7


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
(Unaudited)

		Six Months Ended June 30,
		2012	2011

Cash Flows from Operating Activities

Net (decrease) in net assets resulting from operations		$ (578,549)	$ (1,343,166)

Adjustments to reconcile net (decrease) in net assets from
	operations to net cash (used in) operating activities:

	Changes in operating assets and liabilities:
	Decrease in prepaid expenses	3,925	2,062
	Unrealized depreciation on investments	235,031	355,531
	Increase (decrease) in accrued commissions payable to related parties	29,391	(10,716)
	Increase in other accrued liabilities	1,576	20,222

	Net cash (used in) operating activities	(308,626)	(976,067)

Cash Flows from Financing Activities

	Partner redemptions	(1,214,974)	(1,171,260)

	Net cash (used in) financing activities	(1,214,974)	(1,171,260)

	Net (decrease) in cash and cash equivalents	(1,523,600)	(2,147,327)

	Cash and cash equivalents, beginning of period	5,674,540	10,711,550


	Cash and cash equivalents, end of period	$ 4,150,940	$ 8,564,223


	End of period cash and cash equivalents consist of:

	Cash and cash equivalents at broker	$ 1,019,879	$ 2,941,900
	Treasury bills	2,499,934	4,992,585
	Cash and cash equivalents	631,127	629,738

	Total cash and cash equivalents	$ 4,150,940	$ 8,564,223

The accompanying notes are an integral part of the financial statements F-8


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

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. (the "Corporate General Partner") and Michael Pacult (the "Individual General Partner" and collectively the "General Partner") are the General Partners and the commodity pool operators ("CPO's") of the Fund. The sole registered commodity trading advisor ("CTA") of the fund is Hamer Trading Inc. ("Hamer"). Effective July 2004 the Fund began to sell issuer direct on a best efforts basis with no sales commissions.

	The Fund has filed an S-1 registration statement to register an additional $10,000,000 in Units. Upon effectiveness, the Units will be offered and sold pursuant to a prospectus under similar terms to the previous offering; however, there will be compensation to the affiliated selling agent, Futures Investment Company, of an up front selling commission of 6% calculated on the gross subscription amount in addition to $2,000 paid by the Fund for legal fees associated with the review of the offering by the Financial Industry Regulatory Authority ("FINRA").

	Regulation - The Fund is a registrant with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933 ("the Act"). The Fund is subject to the regulations of the SEC and the reporting requirements of the Securities and Exchange Act of 1934. The Fund 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 ("FCM's") 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 - The Fund remains open to new partners, and incurs costs required to retain the ability to issue new units. Such costs, in addition to the costs of recurring annual and quarterly filings with regulatory agencies are expensed as incurred.

	Revenue Recognition - Forward contracts, futures and other investments are recorded on the trade date and will be reflected in the statements of operations at the difference between the original contract amount and the fair value on the last business day of the reporting period.

	Fair value of forward contracts, futures and other investments is based upon exchange or other applicable closing quotations related to the specific positions.

	Interest income is recognized when it is earned.

	U.S. Treasury Bills - U.S. Treasury bills are valued at amortized cost, which management has determined approximates fair value.

	Use of Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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.
F-9


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

2. Significant Accounting Policies - Continued

	Foreign Currency - The accounting records of the Fund are denominated in U.S. dollars. Assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates in effect on the valuation date. Commodity futures contract transactions are translated into U.S. dollars at the exchange rates on the dates of such transactions. On the accompanying financial statements, effects of changes in exchange rates from all transactions denominated in currencies other than U.S. dollars are disclosed separately.

	Fair Value Measurement and Disclosures - Accounting Standards Codification ("ASC") 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

	Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date.

	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

	Level 3 inputs are unobservable inputs for an asset or liability, including the Fund’s own assumptions used in determining the fair value of investments. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. As of and for the six months ended June 30, 2012 and the year ended December 31, 2011, the Fund did not have any Level 3 assets or liabilities.

	The following table sets forth by level within the fair value hierarchy the Fund’s investments accounted for at fair value on a recurring basis as of June 30, 2012 and December 31, 2011.

	Fair Value at June 30, 2012
	Description	Level 1	Level 2	Level 3	Total

	U.S. Treasury Bills	$ -	$ 2,499,934	$ -	$ 2,499,934
	Exchange Traded - Futures Contracts	(121,231)	-	-	(121,231)
	Total	$ (121,231)	$ 2,499,934	$ -	$ 2,378,703

	Fair Value at December 31, 2011
	Description	Level 1	Level 2	Level 3	Total

	U.S. Treasury Bills	$ -	$ 3,999,691	$ -	$ 3,999,691
	Exchange Traded - Futures Contracts	113,800	-	-	113,800
	Total	$ 113,800	$ 3,999,691	$ -	$ 4,113,491

	Income Taxes - The Fund prepares calendar year U.S. Federal and applicable state information tax returns and reports to the partners their allocable shares of the Fund’s income, expenses and trading gains or losses. No provision for income taxes has been made in the accompanying financial statements as each partner is individually responsible for reporting income or loss based on such partner’s respective share of the Fund’s income and expenses as reported for income tax purposes.

	Management has continued to evaluate the application of ASC 740, “Income Taxes" to the Fund, and has determined that ASC 740 does not have a material impact on the Fund’s financial statements. The Fund files federal and state tax returns. The 2008 through 2011 tax years generally remain subject to examination by the U.S. federal and most state tax authorities.
	Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers all short-term investments with an original maturity of three months or less to be cash equivalents. Net cash provided by operating activities includes no cash payments for interest or income taxes for the six months ended June 30, 2012 or June 30, 2011.

	Reclassifications - The June 30, 2011 money market fund balance was reclassified to cash and cash equivalents to conform to current year presentation.
	F-10


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

3. General Partner Duties

	The responsibilities of the General Partner, in addition to directing the trading and investment activity of the Fund, including suspending all trading, 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 number of units owned by each limited partner and taking such other actions as deemed necessary or desirable to manage the business of the Fund.

	If the daily net unit value of the Fund falls to less than 50% of the March 31, 2012 net asset value, or such higher 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 Fund.

	Monthly Allocations - Any increase or decrease in the Fund'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 Partner.

	Federal Income Tax Allocations - As of the end of each fiscal year, the Fund's realized capital gain or loss and ordinary income or loss shall be allocated among the partners, after having given effect to the fees and expenses of the Fund.

	Subscriptions - Investors must submit subscription agreements and funds at least five business days prior to month end. Subscriptions must be accepted or rejected by the General Partner within five business days. The investor also has five business days to withdraw his subscription. Funds are deposited into an interest bearing subscription account and will be transferred to the Fund's account on the first business day of the month after the subscription is accepted. Interest earned on the subscription funds will accrue to the account of the investor.

	Redemptions - 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.

5. Fees

	The Fund was charged the following fees:

	The Corporate General Partner is entitled to a fixed annual brokerage commission of 11% of assets available for trading plus actual commissions charged by the FCM for trades made on foreign exchanges and forward markets, if any. It receives 4% of the commissions and the Fund pays the introducing broker the remaining 7%.

	As of April 12, 2012, the fund no longer paid Clarke (former CTA) a quarterly incentive fee of 25% of "new net profits". There were no incentive fees paid to Clarke for the six months ended June 30, 2012 and 2011.

	As of April 12, 2012, Hamer was engaged as the new CTA. A quarterly incentive fee of 20% of "new net profits" is paid to Hamer. There were no incentive fees paid to Hamer for the six months ended June 30, 2012.

	As of April 12, 2012, a monthly management fee of 1% (annual rate) is paid to the CTA, calculated on the prior month end net assets assigned to the CTA to trade.

	The General Partner reserves the right to change the fee structure at its sole discretion.
F-11


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

6. Related Party Transactions

	The Fund pays commissions to the Corporate General Partner and Futures Investment Company, the introducing broker. These related parties are 100% and 50%, respectively, owned by Michael Pacult. Related party commissions were as follows:

	Commissions included in expenses:
		For The Six Months Ended June 30,
		2012	2011

	Corporate General Partner	$ 97,987	$ 199,946
	Futures Investment Company	151,879	316,599
	Total related party commissions	$ 249,866	$ 516,545

	Commissions included in accrued expenses:

		June 30,	December 31,
		2012	2011

	Corporate General Partner	$ 15,961	$ 4,144
	Futures Investment Company	24,000	6,425
	Total accrued commissions payable to related parties	$ 39,960	$ 10,569

	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.

F-12

Atlas Futures Fund, Limited Partnership

(A Delaware Limited Partnership)

Notes to the Financial Statements

June 30, 2012

(Unaudited)

7. Trading Activities and Related Risks

The Fund is engaged in speculative trading of U.S. and foreign futures contracts. 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 in trading accounts are pledged as collateral for futures 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 establishes minimum margin requirements for each traded contract. The FCM may increase the margin requirements above these minimums for any or all contracts. The Fund maintains cash, cash equivalents and U.S. Treasury Bills to satisfy these margin requirements. At June 30, 2012 and December 31, 2011 these totaled $4,150,940 and $5,674,540, respectively. Based upon the types and amounts of contracts traded and the amount of liquid assets of the Fund, the General Partner believes there is minimal risk of not being able to meet its margin requirement.

Trading in futures contracts involves entering into contractual commitments to purchase or sell a particular futures contracts 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 $144,245,103 and $15,096,202 on long positions at June 30, 2012 and December 31, 2011, respectively. However, when the Fund enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Fund to unlimited potential risk.

Market risk is influenced by a wide variety of factors including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effects among the derivative instruments the Fund holds and the liquidity and inherent volatility of the markets in which the Fund trades.

The net unrealized gains (losses) on open futures contracts at June 30, 2012 and December 31, 2011 were ($121,231) and $113,800 respectively.

Open contracts generally mature within six months of June 30, 2012. The latest maturity for open futures contracts is in December 2012. However, the Fund intends to close all contracts prior to maturity.

F-13


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)


7. Trading Activities and Related Risks - Continued

	The following tables disclose the fair values of derivative and hedging activities in the Statements of Assets and Liabilities and the Statements of Operations.

	Derivative Instruments
	Statement of Assets and Liabilities

			Statement of Assets and Liabilities Location	Asset Derivatives at June 30, 2012 Fair Value	Liability Derivatives at June 30, 2012 Fair Value	Net
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized (loss) on open futures contracts	$ 117,972	$ (239,203)	$ (121,231)

			Statement of Assets and Liabilities Location	Asset Derivatives at December 31, 2011 Fair Value	Liability Derivatives at December 31, 2011 Fair Value	Net
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized gain on open futures contracts	$ 122,163	$ (8,363)	$ 113,800

	Derivative Instruments
	Statement of Operations
				For the three	For the six
				months ended	months ended
			Line Item in the Statement of Operations	June 30, 2012	June 30, 2012
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net realized gain (loss) from investments and foreign currency transactions	$ 29,383	$ (15,072)

	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized (depreciation) on investments	$ (121,141)	$ (235,032)

				For the three	For the six
				months ended	months ended
			Line Item in the Statement of Operations	June 30, 2011	June 30, 2011
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net realized gain (loss) from investments and foreign currency transactions	$ 436,731	$ (360,610)

	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized (depreciation) on investments	$ (20,424)	$ (355,531)

	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.

8. 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.

9. Derivative Financial Instruments and Fair Value of Financial Instruments

	A derivative financial instrument is a financial agreement whose value is linked to, or derived from, the performance of an underlying asset. The underlying asset can be currencies, commodities, interest rates, stocks, or any combination. Changes in the underlying asset indirectly affect the value of the derivative. As the instruments are recognized at fair value, those changes directly affect reported income.

	All investment holdings are recorded in the statement of assets and liabilities 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 assets and liabilities 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-14


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
June 30, 2012
(Unaudited)

10. 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.

11. Financial Highlights
		Three Months Ended June 30,		Six Months Ended June 30,
		2012	2011	2012	2011
	Performance per unit (1)
	Net unit value, beginning of the period	$ 2,992.00	$ 3,678.21	$ 3,219.98	$ 4,231.14

	Net realized and unrealized gain (loss) from
	investments and foreign currency	(65.89)	154.12	(180.24)	(274.78)
	Investment income	0.34	1.44	0.58	2.65
	Expenses	(110.29)	(123.77)	(224.16)	(249.01)

	Net increase (decrease) for the period	(175.84)	31.79	(403.82)	(521.14)

	Net unit value at the end of the period	$ 2,816.16	$ 3,710.00	$ 2,816.16	$ 3,710.00

	Net assets at the end of the period ($000)	$ 3,971	$ 8,797	$ 3,971	$ 8,797
	Total return (2)	(5.88%)	0.86%	(12.54%)	(12.32%)

	Number of units outstanding at the end of the period	1,410.21	2,371.04	1,410.21	2,371.04

	Supplemental Data:
	Ratio to average net assets
	Net investment (loss) (3)	(14.78%)	(12.98%)	(14.46%)	(12.75%)
	Expenses (3)	(14.82%)	(13.13%)	(14.50%)	(12.89%)

	Total returns are calculated based on the change in value of a unit during the period. An individual partner's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

	(1) Investment income and expenses and net realized and unrealized gains and losses on futures transactions are calculated based on a single unit outstanding during the period.

	(2) Not annualized.

	(3) Annualized.

F-15


Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
Six Months Ended June 30, 2012 and 2011


************************************************************************************************************************



To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete.


	/s/ Michael Pacult
	Michael Pacult
	President, Ashley Capital Management, Inc.
	General Partner
	Atlas Futures Fund, Limited Partnership

F-16

ATLAS FUTURES FUND, LIMITED PARTNERSHIP

(A Delaware Limited Partnership)

ANNUAL REPORT

December 31, 2011

GENERAL PARTNER:

Ashley Capital Management, Inc.

% Corporate Systems, Inc.

505 Brookfield Drive

Dover, Kent County, Delaware 19901


Index to the Financial Statements





		Page

	Report of Independent Registered Public Accounting Firm	F-2

	Statements of Assets and Liabilities	F-3

	Condensed Schedule of Investments - December 31, 2011	F-4

	Condensed Schedule of Investments - December 31, 2010	F-5

	Statements of Operations	F-6

	Statements of Changes in Net Assets	F-7

	Statements of Cash Flows	F-8

	Notes to the Financial Statements	F-9 - F-15

	Affirmation of the Commodity Pool Operator	F-16





F-1


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 audited the accompanying statements of assets and liabilities of Atlas Futures Fund, Limited Partnership (a Delaware limited partnership), including the condensed schedules of investments, as of December 31, 2011 and 2010, and the related statements of operations, changes in net assets and cash flows for each of the three years in the period ended December 31, 2011. These financial statements are the responsibility of the Partnership's management. Our responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Partnership is not required to have, nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion of the effectiveness of the Partnership's internal control over financial reporting. Accordingly, we do not express such an opinion. An audit includes, examining on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Atlas Futures Fund, Limited Partnership as of December 31, 2011 and 2010, and the results of its operations, its changes in net assets and its cash flows for each of the three years in the period ended December 31, 2011 are in conformity with accounting principles generally accepted in the United States of America.

/s/ Patke & Associates, Ltd.
Patke & Associates, Ltd.
Lincolnshire, Illinois
March 7, 2012

300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069 *(847)913-5400 F-2


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Assets and Liabilities
December 31, 2011 and 2010


		2011	2010

Assets

	Equity in broker trading accounts

	Cash and cash equivalents at broker	$ 662,202	$ 4,513,906
	Net unrealized gain on open futures contracts	113,800	647,664
	Total equity in broker trading accounts	776,002	5,161,570

	U.S. Treasury Bills (cost $3,986,110 and $4,998,420)	3,999,691	4,999,789

	Cash and cash equivalents	1,012,647	1,197,855
	Prepaid expenses	7,850	4,124
	Total assets	5,796,190	11,363,338

Liabilities

	Partner redemptions payable	497,919	64,059
	Accrued commissions payable to related parties	10,569	36,291
	Other accrued liabilities	14,045	15,052
	Total liabilities	522,533	115,402
Net assets		$ 5,273,657	$ 11,247,936

Analysis of net assets

	Limited partners	$ 5,273,657	$ 11,247,936
	General partners	-	-
	Net assets (equivalent to $3,219.98 and $4,231.14 per unit)	$ 5,273,657	$ 11,247,936

Partnership units outstanding

	Limited partners units outstanding	1,637.79	2,658.37
	General partners units outstanding	-	-
	Total partnership units outstanding	1,637.79	2,658.37

The accompanying notes are an integral part of the financial statements F-3


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
December 31, 2011




			Face Value	Fair Value	Percent of Net Assets

United States Treasury bills

		United States Treasury bills, matures
		January 2012 (cost $3,986,110)	$ 4,000,000	$ 3,999,691	75.84%

Futures contracts

	Futures contracts held long
		Agriculture		$ 504	0.01%
		Energy		6,260	0.12%
		Currency		62,269	1.18%
		Total futures contracts held long		69,033	1.31%

	Futures contracts held short
		Agriculture		(6,388)	(0.12%)
		Energy		53,130	1.01%
		Currency		(1,975)	(0.04%)
		Total futures contracts held short		44,767	0.85%

	Net unrealized gain on open futures contracts			$ 113,800	2.16%

The accompanying notes are an integral part of the financial statements F-4


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Condensed Schedule of Investments
December 31, 2010




			Face Value	Fair Value	Percent of Net Assets

United States Treasury bills

		United States Treasury bills, matures
		January 2011 (cost $4,998,420)	$ 5,000,000	$ 4,999,789	44.45%

Futures contracts

	Futures contracts held long
		Agriculture		$ 279,103	2.48%
		Metals		900	0.01%
		Energy		90,000	0.80%
		Currency		233,955	2.08%
		Total futures contracts held long		603,958	5.37%

	Futures contracts held short
		Currency		43,706	0.39%
		Total futures contracts held short		43,706	0.39%

	Net unrealized gain on open futures contracts			$ 647,664	5.76%

The accompanying notes are an integral part of the financial statements F-5


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Operations
For the Years Ended December 31, 2011, 2010 and 2009


		2011	2010	2009

Investment income

	Interest income	$ 13,848	$ 9,957	$ 25,287
	Total investment income	13,848	9,957	25,287

Expenses

	Commission expense	973,768	1,295,025	2,108,568
	Professional fees	91,000	102,900	135,300
	Other operating expenses	20,945	21,363	13,838
	Total expenses	1,085,713	1,419,288	2,257,706

	Net investment (loss)	(1,071,865)	(1,409,331)	(2,232,419)

Realized and unrealized gain (loss) from investments and foreign currency

	Net realized gain (loss) from:
	Investments	(801,581)	814,678	(2,928,481)
	Foreign currency translation	(13,799)	(2,729)	30,037
	Net realized gain (loss) from investments and foreign currency transactions	(815,380)	811,949	(2,898,444)

	Net unrealized appreciation (depreciation) on investments	(533,864)	647,664	-

	Net realized and unrealized gain (loss) from investments and
	foreign currency	(1,349,244)	1,459,613	(2,898,444)

	Net increase (decrease) in net assets resulting from operations	$ (2,421,109)	$ 50,282	$ (5,130,863)


Net increase (decrease) per unit (for a single unit outstanding during the entire period)
	Limited partnership unit	$ (1,011.16)	$ 147.90	$ (1,321.52)
	General partnership unit	$ -	$ -	$ -

The accompanying notes are an integral part of the financial statements F-6


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Changes in Net Assets
For the Years Ended December 31, 2011, 2010 and 2009




	2011		2010		2009
	Units	Net Assets	Units	Net Assets	Units	Net Assets

Increase (decrease) in net assets from operations
Net investment (loss)		$ (1,071,865)		$ (1,409,331)		$ (2,232,419)
Net realized gain (loss) from investments and foreign currency transactions		(815,380)		811,949		(2,898,444)
Net unrealized appreciation on investments		(533,864)		647,664		-
Net increase (decrease) in net assets resulting from operations		(2,421,109)		50,282		(5,130,863)

Capital contributions from limited partners	-	-	10.44	40,361	65.09	345,345
Redemptions by limited partners	(1,020.58)	(3,553,170)	(954.96)	(3,554,185)	(660.55)	(3,194,039)
Total (decrease) in net assets	(1,020.58)	(5,974,279)	(944.52)	(3,463,542)	(595.46)	(7,979,557)

Net assets at the beginning of the year	2,658.37	11,247,936	3,602.89	14,711,478	4,198.35	22,691,035

Net assets at the end of the year	1,637.79	$ 5,273,657	2,658.37	$ 11,247,936	3,602.89	$ 14,711,478

The accompanying notes are an integral part of the financial statements F-7


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Statements of Cash Flows
For the Years Ended December 31, 2011, 2010 and 2009


		2011		2010	2009

Cash Flows from Operating Activities

Net increase (decrease) in net assets resulting from operations		$ (2,421,109)		$ 50,282	$ (5,130,863)

Adjustments to reconcile net increase (decrease) in net assets from
	operations to net cash (used in) operating activities:

	Changes in operating assets and liabilities:
	(Increase) decrease in prepaid expenses	(3,726)		7,271	(11,395)
	Decrease in interest receivable	-		-	203
	Unrealized (appreciation) depreciation on investments	533,864		(647,664)	-
	(Decrease) in accrued commissions payable to related parties	(25,722)		(50,194)	(65,452)
	(Decrease) in incentive fees payable	-		-	(57,490)
	Increase (decrease) in other accrued liabilities	(1,007)		(9,314)	466

	Net cash (used in) operating activities	(1,917,700)		(649,619)	(5,264,531)

Cash Flows from Financing Activities

	Proceeds from sale of units, net of sales commissions	-		40,361	345,345
	Partner redemptions	(3,119,310)		(3,658,437)	(3,026,755)

	Net cash (used in) financing activities	(3,119,310)		(3,618,076)	(2,681,410)

	Net (decrease) in cash and cash equivalents	(5,037,010)		(4,267,695)	(7,945,941)

	Cash and cash equivalents, beginning of year	10,711,550		14,979,245	22,925,186


	Cash and cash equivalents, end of year	$ 5,674,540		$ 10,711,550	$ 14,979,245


	End of period cash and cash equivalents consist of:

	Cash and cash equivalents at broker	$ 662,202		$ 4,513,906	$ 4,359,494
	Treasury bills	3,999,691	(1)	4,999,789	9,998,497
	Cash and cash equivalents	1,012,647		1,197,855	621,254

	Total cash and cash equivalents	$ 5,674,540		$ 10,711,550	$ 14,979,245

(1) The Fund maintains U.S. Treasury Bills generally with an original maturity of 90 days, which are classified as cash equivalents. For the year ended December 31, 2011, U.S. Treasury Bills had an original maturity greater than 90 days. Management has decided to present this balance as a cash equivalent for consistency purposes as the nature and use of this balance has remained constant. Further, proceeds from the maturity of the January 12, 2012 U.S. Treasury Bills were used to purchase U.S. Treasury Bills with a 90 day maturity, which will be classified as cash equivalents.

The accompanying notes are an integral part of the financial statements F-8


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011


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. (the "Corporate General Partner") and Michael Pacult (the "Individual General Partner" and collectively the "General Partner") are the General Partners and the commodity pool operators ("CPO's") of the Fund. The sole registered commodity trading advisor ("CTA") of the fund is Clarke Capital Management, Inc. ("Clarke"). Effective July 2004 the Fund began to sell issuer direct on a best efforts basis with no sales commissions.

	The Fund has filed an S-1 registration statement to register an additional $10,000,000 in Units. Upon effectiveness, the Units will be offered and sold pursuant to a prospectus under similar terms to the previous offering; however, there will be compensation to the affiliated selling agent, Futures Investment Company, of an up front selling commission of 6% calculated on the gross subscription amount in addition to $2,000 paid by the Fund for legal fees associated with the review of the offering by the Financial Industry Regulatory Authority ("FINRA").

	Regulation - The Fund is a registrant with the Securities and Exchange Commission ("SEC") pursuant to the Securities Act of 1933 ("the Act"). The Fund is subject to the regulations of the SEC and the reporting requirements of the Securities and Exchange Act of 1934. The Fund 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 ("FCM's") 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 - The Fund remains open to new partners, and incurs costs required to retain the ability to issue new units. Such costs, in addition to the costs of recurring annual and quarterly filings with regulatory agencies are expensed as incurred.

	Revenue Recognition - Forward contracts, futures and other investments are recorded on the trade date and will be reflected in the statements of operations at the difference between the original contract amount and the fair value on the last business day of the reporting period.

	Fair value of forward contracts, futures and other investments is based upon exchange or other applicable closing quotations related to the specific positions.

	Interest income is recognized when it is earned.

	U.S. Treasury Bills - U.S. Treasury bills are valued at amortized cost, which management has determined approximates fair value.

	Use of Accounting Estimates - The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America ("GAAP") 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.

	F-9


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011


2. Significant Accounting Policies - Continued

	Foreign Currency - The accounting records of the Fund are denominated in U.S. dollars. Assets and liabilities denominated in currencies other than U.S. dollars are translated into U.S. dollars at the exchange rates in effect on the valuation date. Commodity futures contract transactions are translated into U.S. dollars at the exchange rates on the dates of such transactions. On the accompanying financial statements, effects of changes in exchange rates from all transactions denominated in currencies other than U.S. dollars are disclosed separately.

	Fair Value Measurement and Disclosures - Accounting Standards Codification ("ASC") 820 establishes a fair value hierarchy which prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. The fair value hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

	Level 1 inputs are unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access at the measurement date.

	Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.

	Level 3 inputs are unobservable inputs for an asset or liability, including the Fund’s own assumptions used in determining the fair value of investments. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date. As of and for the years ended December 31, 2011 and 2010, the Fund did not have any Level 3 assets or liabilities.

	The following table sets forth by level within the fair value hierarchy the Fund’s investments accounted for at fair value on a recurring basis as of December 31, 2011 and 2010.

	Fair Value at December 31, 2011
	Description	Level 1	Level 2	Level 3	Total

	U.S. Treasury Bills	$ -	$ 3,999,691	$ -	$ 3,999,691
	Exchange Traded - Futures Contracts	113,800	-	-	113,800
	Total	$ 113,800	$ 3,999,691	$ -	$ 4,113,491

	Fair Value at December 31, 2010
	Description	Level 1	Level 2	Level 3	Total

	U.S. Treasury Bills	$ -	$ 4,999,789	$ -	$ 4,999,789
	Exchange Traded - Futures Contracts	647,664	-	-	647,664
	Total	$ 647,664	$ 4,999,789	$ -	$ 5,647,453

	Income Taxes - The Fund prepares calendar year U.S. Federal and applicable state information tax returns and reports to the partners their allocable shares of the Fund’s income, expenses and trading gains or losses. No provision for income taxes has been made in the accompanying financial statements as each partner is individually responsible for reporting income or loss based on such partner’s respective share of the Fund’s income and expenses as reported for income tax purposes.

	Management has continued to evaluate the application of ASC 740, “Income Taxes" to the Fund, and has determined that ASC 740 does not have a material impact on the Fund’s financial statements. The Fund files federal and state tax returns. The 2008 through 2011 tax years generally remain subject to examination by the U.S. federal and most state tax authorities.
	Statement of Cash Flows - For purposes of the Statement of Cash Flows, the Fund considers all short-term investments with an original maturity of three months or less to be cash equivalents. Net cash provided by operating activities includes no cash payments for interest or income taxes for the years ended December 31, 2011, 2010 or 2009.

	Reclassifications - A new cash equivalent account was opened in 2011. The prior year money market fund balance was reclassified to the cash and cash equivalent to conform to current year presentation. Also, prior year investment and other income ratios to average net assets were reclassified to net investment income (loss) to average net assets to conform to current year presentation.

F-10


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011


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 Fund.
	If the daily net unit value of the Fund 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 Fund.

	Monthly Allocations - Any increase or decrease in the Fund'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 Partner.

	Federal Income Tax Allocations - As of the end of each fiscal year, the Fund's realized capital gain or loss and ordinary income or loss shall be allocated among the partners, after having given effect to the fees and expenses of the Fund.
	Subscriptions - Investors must submit subscription agreements and funds at least five business days prior to month end. Subscriptions must be accepted or rejected by the General Partner within five business days. The investor also has five business days to withdraw his subscription. Funds are deposited into an interest bearing subscription account and will be transferred to the Fund's account on the first business day of the month after the subscription is accepted. Interest earned on the subscription funds will accrue to the account of the investor.

	Redemptions - 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.

5. Fees

	The Fund charged the following fees:
	The Corporate General Partner is entitled to a fixed annual brokerage commission of 11% of assets on deposit with the FCM for domestic trades plus actual commissions charged by the FCM for trades made on foreign exchanges and forward markets, if any. It receives 4% of the commissions and the Fund pays the introducing broker the remaining 7%.
	A quarterly incentive fee of 25% of "new net profits" is paid to Clarke. There were no incentive fees for the years ended December 31, 2011, 2010 and 2009.

	The General Partner reserves the right to change the fee structure at its sole discretion.

F-11


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011


6. Related Party Transactions

	The Fund pays commissions to the Corporate General Partner and Futures Investment Company, the introducing broker. These related parties are 100% and 50%, respectively, owned by Michael Pacult. Related party commissions were as follows:

	Commissions included in expenses:
		For The Years Ended December 31,
		2011	2010	2009

	Corporate General Partner	$ 352,405	$ 470,434	$ 766,090
	Futures Investment Company	560,082	792,054	1,251,360
	Total related party commissions	$ 912,487	$ 1,262,488	$ 2,017,450

	Operating expenses included in expenses:

		December 31,
		2011

	Futures Investment Company	$ 5,618
	Total related party operating expenses	$ 5,618


	Commissions included in accrued expenses:

		December 31,	December 31,
		2011	2010

	Corporate General Partner	$ 4,144	$ 6,173
	Futures Investment Company	6,425	30,118
	Total accrued commissions payable to related parties	$ 10,569	$ 36,291

	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.

F-12


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011


7. Trading Activities and Related Risks

	The Fund is engaged in speculative trading of U.S. and foreign futures contracts. 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 in trading accounts are pledged as collateral for futures 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 establishes minimum margin requirements for each traded contract. The FCM may increase the margin requirements above these minimums for any or all contracts. The Fund maintains cash, cash equivalents and U.S. Treasury Bills to satisfy these margin requirements. At December 31, 2011 and December 31, 2010 these totaled $5,674,540 and $10,711,550, respectively. Based upon the types and amounts of contracts traded and the amount of liquid assets of the Fund, the General Partner believes there is minimal risk of not being able to meet its margin requirement.

	Trading in futures contracts involves entering into contractual commitments to purchase or sell a particular futures contracts 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 $15,096,202 and $47,695,198 on long positions at December 31, 2011 and December 31, 2010, respectively. However, when the Fund enters into a contractual commitment to sell commodities, it must make delivery of the underlying commodity at the contract price and then repurchase the contract at prevailing market prices or settle in cash. Since the repurchase price to which a commodity can rise is unlimited, entering into commitments to sell commodities exposes the Fund to unlimited potential risk.

	Market risk is influenced by a wide variety of factors including government programs and policies, political and economic events, the level and volatility of interest rates, foreign currency exchange rates, the diversification effects among the derivative instruments the Fund holds and the liquidity and inherent volatility of the markets in which the Fund trades.

	The net unrealized gains on open futures contracts at December 31, 2011 and December 31, 2010 were $113,800 and $647,664 respectively.

	Open contracts generally mature within three months of December 31, 2011. The latest maturity for open futures contracts is in March 2012. However, the Fund intends to close all contracts prior to maturity.

	F-13


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011



7. Trading Activities and Related Risks - Continued

	The following tables disclose the fair values of derivative and hedging activities in the Statements of Assets and Liabilities and the Statements of Operations.

	Derivative Instruments
	Statement of Assets and Liabilities

			Statement of Assets and Liabilities Location	Asset Derivatives at December 31, 2011 Fair Value	Liability Derivatives at December 31, 2011 Fair Value	Net
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized gain on open futures contracts	$ 122,163	$ (8,363)	$ 113,800

			Statement of Assets and Liabilities Location	Asset Derivatives at December 31, 2010 Fair Value	Liability Derivatives at December 31, 2010 Fair Value	Net
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized gain on open futures contracts	$ 651,883	$ (4,219)	$ 647,664

	Derivative Instruments
	Statement of Operations

				For the Years Ended December 31,
			Line Item in the Statement of Operations	2011	2010	2009
	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net realized gain (loss) from investments and foreign currency transactions	$ (815,380)	$ 811,949	$ (2,898,444)

	Derivatives not designated as hedge instruments under ASC 815	Futures contracts	Net unrealized appreciation (depreciation) on investments	$ (533,864)	$ 647,664	$ -

	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.

8. 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.

9. Derivative Financial Instruments and Fair Value of Financial Instruments

	A derivative financial instrument is a financial agreement whose value is linked to, or derived from, the performance of an underlying asset. The underlying asset can be currencies, commodities, interest rates, stocks, or any combination. Changes in the underlying asset indirectly affect the value of the derivative. As the instruments are recognized at fair value, those changes directly affect reported income.

	All investment holdings are recorded in the statement of assets and liabilities 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 assets and liabilities 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-14


Atlas Futures Fund, Limited Partnership
(A Delaware Limited Partnership)
Notes to the Financial Statements
December 31, 2011


10. 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.

11. Financial Highlights
		For the Years Ended December 31,
		2011	2010	2009	2008	2007
	Performance per unit (1)
	Net unit value, beginning of the year	$ 4,231.14	$ 4,083.24	$ 5,404.76	$ 4,175.12	$ 3,489.87

	Net realized and unrealized gain (loss) from
	investments and foreign currency	(557.75)	609.02	(753.79)	2,355.63	1,365.97
	Investment income	6.01	3.26	6.44	64.59	151.43
	Expenses	(459.42)	(464.38)	(574.17)	(1,190.58)	(832.15)

	Net increase (decrease) for the year	(1,011.16)	147.90	(1,321.52)	1,229.64	685.25

	Net unit value at the end of the year	$ 3,219.98	$ 4,231.14	$ 4,083.24	$ 5,404.76	$ 4,175.12

	Net assets at the end of the year ($000)	$ 5,274	$ 11,248	$ 14,711	$ 22,691	$ 18,637
	Total return	(23.90%)	3.62%	(24.45%)	29.45%	19.64%

	Number of units outstanding at the end of the year	1,637.79	2,658.37	3,602.89	4,198.35	4,463.75

	Supplemental Data:
	Ratio to average net assets
	Net investment (loss)	(12.63%)	(12.01%)	(11.89%)	(22.73%)	(18.33%)
	Expenses	(12.80%)	(12.09%)	(12.02%)	(24.03%)	(22.47%)

	Total return was calculated based on the change in value of a unit during the period. Net realized and unrealized gain (loss) from investments and foreign currency is a balancing amount necessary to reconcile the change in net unit value. An individual member's total returns and ratios may vary from the above total returns and ratios based on the timing of additions and redemptions.

	(1) Investment income and expenses and net realized and unrealized gains and losses on futures transactions are calculated based on a single unit outstanding during the period.

F-15


Atlas Futures Fund, Limited Partnership
Affirmation of the Commodity Pool Operator
For the Years Ended December 31, 2011, 2010 and 2009


************************************************************************************************************************



To the best of the knowledge and belief of the undersigned, the information contained in this report is accurate and complete.


	/s/ Michael Pacult
	Michael Pacult
	President, Ashley Capital Management, Inc.
	General Partner
	Atlas Futures Fund, Limited Partnership

F-16


Ashley Capital Management, Inc.

FINANCIAL STATEMENTS
December 31, 2011

ATLAS FUTURES FUND LIMITED PARTNERSHIP S-1/A