UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of ~~Event~~earliest event reported): September ~~April 15~~10, 2013

FactorShares 2X: TBond Bull/S&P500 Bear
(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation or Organization)	90-6132863 (IRS Employer ID Number)
c/o Factor Capital Management, LLC 25 DeForest Avenue, Suite 203 Summit, New Jersey (Address of Principal Executive Offices)	07901 (Zip Code)
c/o Factor Capital Management, LLC 25 Deforest Avenue, Suite 203 Summit, New Jersey (Address of Principal Executive Offices)	07901 (Zip Code)
001-35088 (Commission File Number)
(908) 897-0518 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):



Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)



Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)



Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))



Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 83.01 Notice ~~Other~~of ~~Events~~Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

~~This~~On ~~current~~September ~~report~~10, on2013, Factor ~~Form~~Capital ~~8-K~~Management, ~~relates~~LLC, to the ~~Audited~~managing ~~Financial~~owner ~~Statements~~ of ~~Factor~~FactorShares ~~Capital~~2X: ~~Management~~TBond Bull/S&P500 Bear (the “Fund”), ~~LLC~~received a notice (the “~~Managing~~Notice”) ~~Owner~~from NYSE Regulation, Inc. (“NYSERI”) ~~for~~on ~~the~~behalf ~~year~~of ~~ended~~NYSE ~~December 31~~Arca Equities, ~~2012~~Inc. ~~The~~(“NYSE Arca”) ~~Managing~~stating ~~Owner~~that the staff of NYSERI is considering the ~~managing~~delisting ~~owner~~ of ~~FactorShares~~the ~~2X:~~Fund ~~TBond~~based ~~Bull/S&P500~~on ~~Bear~~the Fund’s non-compliance with NYSE Arca’s Rule 8.200(d)(2)(C) ~~The~~which ~~Managing~~states: ~~Owner~~“Continued ~~Audited~~Trading-Following ~~Financial~~the initial twelve month period following ~~Statements~~formation of a Trust and commencement of trading on the Corporation, the Corporation will consider the suspension of trading in or removal from listing of or termination of unlisted trading privileges for a Trust upon which a series of Trust Issued Receipts is based under any of the ~~year~~following ~~ended~~circumstances… ~~December~~(C) 31if the market value of the receipts issued and outstanding is less than $1,000,000.” ~~2012~~Pursuant ~~are~~to ~~attached~~NYSE ~~hereto~~Arca asEquities ~~Exhibit~~Rule 995.5(m), at a meeting to be held on October 1, 2013, the staff of NYSERI will conduct a formal review of the Fund’s listing status and ~~are~~plan ~~being~~to ~~filed~~address ~~herewith~~the non-compliance and will evaluate whether continued listing of the Fund is appropriate.

~~Item~~The ~~9.01~~Managing ~~Financial~~Owner has ~~Statements~~determined ~~and~~to ~~Exhibits~~develop a plan to address the non-compliance.

~~(d) Exhibits~~SIGNATURES

~~The~~Pursuant ~~following~~to ~~exhibits~~the requirements ~~are~~of ~~filed~~the ~~herewith~~Securities ~~and this~~Exchange ~~list~~Act isof ~~intended~~1934, the registrant has duly caused this report to ~~constitute~~be signed on its behalf by the undersigned ~~exhibit~~hereunto ~~index:~~duly authorized.

Number	Exhibit Title
	FactorShares 2X: TBond Bull/S&P500 Bear
Exhibit 99.1	Audited Financial Statements of Factor Capital Management, LLC for the year ended December 31, 2012
	By:	Factor Capital Management, LLC, its Managing Owner
	By: /s/ Mary Byra
	Name: Mary Byra
	Title: Principal Financial Officer

~~SIGNATURES~~Date: September 16, 2013

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~2

	FactorShares 2X: TBond Bull/S&P500 Bear
	By:	Factor Capital Management, LLC, its Managing Owner
	/s/ Samuel Masucci, III Name: Samuel Masucci, III Title: Chairman, CEO and COO

Date: April 15, 2013

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