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FORM 10-K
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended: December 31, 2002
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Commission File number: 333-61217
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Atlas Futures Fund, Limited Partnership
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(Exact name of registrant as specified in charter)
Delaware 51-0380494
- -------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
5916 N. 300 West
Fremont, IN 46737
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(Address of principal executive offices)
(260) 833-1306
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Registrant's telephone number
Securities registered pursuant to Section 12(b) of the Act:
Title of each class. Name of each exchange on which registered.
-------------------- ------------------------------------------
None None
Securities registered pursuant to Section 12(g) of the Act:
Units of Limited Partnership Interest
-------------------------------------
(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or for such shorter period that
the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days. Yes [ ] No [ X ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K (Sect 229.405 of this chapter) is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K. [ ]
State the aggregate market value of the voting stock held by non-affiliates
of the registrant. The aggregate market value shall be computed by reference
to the price at which the stock was sold, or the average bid and asked prices
of such stock, as of a specified date within 60 days prior to the date of
filing. None
There is no market for the Units of Partnership interests and none is expected
to develop. This is a commodity pool. The Units are registered to permit the
initial sale of Units at month end net asset value.
Documents Incorporated by Reference
Audited Financial Statements for Registrant filed with the United States
Securities and Exchange Commission within 90 days of each of the years ended
December 31, 1998, 1999, 2000 and 2001at Registration No. 333-61217.
Registration Statement and all amendments thereto filed with the United
States Securities and Exchange Commission at Registration No. 333-61217 are
incorporated by reference to Parts I, II, III, and IV.
PART I
Item 1. Business
On September 3, 1999, the registration statement filed by Atlas Futures Fund,
L. P., (the "Fund") with the Securities and Exchange Commission (the "SEC")
and the disclosure document filed with the Commodity Futures Trading
Commission (the "CFTC") was declared effective. Offers and sales of the
Fund's limited partnership interests (the "Units") at the price of $1,000 per
Unit commenced on that date to residents of the states selected by the
General Partner. On October 15, 1999, the Fund had sold in excess of the
$700,000 in face amount of Units, the amount required to break escrow and
deliver the sales proceeds to the Fund accounts to permit it to commence the
speculative trading of commodity futures. Trading commenced on November 18,
1999. On May 1, 2001, the Registrant registered $8,000,000 in additional
Units. Units are currently offered and sold at the net asset value per Unit
("NAV") determined after addition of profits and deduction of losses,
expenses, and reserves, at the close on the last business day of each month.
See the financial statements for the total value of the Fund and the NAV as
of the date of the statements.
The trades for the Fund are selected and placed with the futures commission
merchant, i.e., broker, for the account of the Fund by one or more commodity
trading advisors ("CTAs") selected by the General Partner of the Fund.
Currently, and since the inception of trading, the Fund account has been
traded by Clarke Capital Management, Inc. 116 W. 2nd Street, Hinsdale,
Illinois 60521 (630) 323-5913 as the sole CTA. The books and records of the
CTA are kept and are available for inspection by the Partners at its office.
The CTA is not paid a management fee of the equity assigned to it to manage,
but is paid an incentive fee of twenty percent (20%) of New Net Profit, as
that term is defined in the partnership agreement which governs the operation
of the Fund. The Fund Partnership Agreement is included as Exhibit A to the
prospectus delivered to the prospective investors and filed as part of the
Registration Statement. The Partnership Agreement is incorporated herein by
reference.
None of the purchasers of Limited Partnership Units ("Limited Partners") has
a voice in the management of the Partnership. Reports of the NAV are sent to
the Partners within twenty days following the end of each month. The General
Partner provides its management services for a management fee which is two
percent (2%) per year, payable at the rate of one-sixth of one percent (1/6th
of 1%) per month.
Futures Investment Company, ("FIC") an introducing broker, which is
Affiliated with the General Partner, provides all clearing costs, including
pit brokerage fees, which includes floor brokerage, NFA and exchange fees for
three quarters of one percent (3/4%) of the total value of the Fund per month
[nine percent (9%) per year] which is on deposit at the futures commission
merchant, Refco, Inc. selected by the General Partner and FIC to hold the
money and place the trades selected by the CTA for the Fund.
The business of the Partnership is regulated by the Commodity Futures
Exchange Commission pursuant to the Commodity Exchange Act. These legal
safeguards are not intended to protect investors from the risks inherent in
the trading of commodities. The trading of commodities is highly speculative
and risky. For a complete description of the risks and regulation of the
business of the Partnership, see the Registrant's Registration Statement and
its pre-effective amendments on file with the Securities and Exchange
Commission at No. 333-61217, which are incorporated herein by reference.
Item 2. Properties
The Fund maintains up to 3% of its assets on deposit in a commercial bank and
the balance at Refco, Inc., One World Financial Center, Tower A, Suite 2300,
200 Liberty Street, New York, NY 10281 or other registered futures commission
merchants selected, from time to time, by the General Partner. Refco, Inc.
is registered with the National Futures Association pursuant to the Commodity
Exchange Act as a futures commission merchant. The trading of commodities is
highly speculative and the Registrant is at unlimited risk of loss, including
the pledge of all of its assets to Refco, Inc. to secure the losses on the
trades made on its behalf by the commodity trading advisor or advisors
selected, from time to time, by the General Partner.
Item 3. Legal Proceedings
There have been no legal proceedings against the Fund, its General Partner,
the commodity trading advisor or any of their Affiliates, directors or
officers. The futures commission merchant, Refco, LLC, does have litigation
material to it which is unrelated to us.
Neither Refco, Inc. or any of its principals have been the subject of any
administrative, civil, or criminal action, whether pending, on appeal, or
concluded, within the preceding five years that Refco would deem material for
purposes of Part 4 of the Regulations of the Commodity Futures Trading
Commission, or the CFTC, except as follows.
On May 24, 1999, Refco settled a CFTC administrative proceeding (In the
Matter of Refco, Inc., CFTC Docket No. 99-12) in which Refco was alleged to
have violated certain order taking, recordkeeping, and supervisory rules.
The CFTC allegations pertained to the period from January 1995 through
December 1995 in which Refco took trading instructions from an independent
introducing broker/broker-dealer that had discretionary trading authority
over approximately 70 accounts. Without any hearing on the merits and
without admitting any of the allegations, Refco settled the proceeding and
agreed to payment of a $6 million civil penalty, entry of a cease and desist
order, funding of a study on order entry and transmission procedures, and a
review of its compliance policies and procedures related to its handling of
trades by floor and back office personnel.
Refco has assured the general partner that the events that preceded and the
entry of the above-described settlement were not material to the clearing and
execution services it rendered to us in the past or that it expects to render
to us in the future.
The Fund is not aware of any threatened or potential claims or legal
proceedings to which the Fund is a party or to which any of its assets are
subject.
Item 4. Submission of Matters to a Vote of Security Holders
Shira Del Pacult, individually and as the principal of the corporate General
Partner, makes all day to day decisions regarding the operation of the Fund.
The Limited Partners have not exercised any right to vote their Units and
their have been no matters which would cause the Fund to conduct a vote of
the Partners. The rights of the Limited Partners, including their voting
rights, are defined in the Partnership Agreement. Briefly stated, their
voting rights are limited to the selection of the General Partner, amendments
to the Partnership Agreement, and other similar decisions.
PART II
Item 5. Market for Registrant's Limited PartnershipUnits
The Partnership desires to be taxed as a partnership and not as a
corporation. In furtherance of this objective, the Partnership Agreement,
subject to certain exceptions upon the death of a Partner, requires all
Partners to obtain the approval of the General Partner prior to the transfer
of any Units of Partnership interest. Accordingly, there is no market for
the Units and none is likely to develop. The Partners must rely upon the
right of Redemption provided in the Partnership Agreement to liquidate their
interest.
The Partnership has less than 300 holders of its securities. Partners are
required to represent to the issuer that they are able to understand and
accept the risks of investment in a commodity pool for which no market of
interests will develop and that the right of redemption will be the sole
expected method of withdrawal of equity from the Partnership. See the
Partnership Agreement attached as Exhibit A to the Registration Statement,
incorporated herein by reference, for a complete explanation of the
limitations upon transfer and right of redemption provided to Partners.
Item 6. Selected Financial Data
Registrant is not required to pay dividends or otherwise make distributions
and none are expected. The Partners must rely upon their right of redemption
to obtain their return of equity after consideration of profits, if any, and
losses from the Partnership. See the Registration Statement, incorporated
herein by reference, for a complete explanation of the allocation of profits
and losses to a partners capital account.
Following is a summary of certain financial information for the Registrant
for the period from January 1, 2002 to December 31, 2002.
2002
Realized Gain (Loss) From Trading In Futures $ 202,558
Change in Unrealized Gains (Losses) on Open Contracts 1,061,861
Interest Income 82,435
Management Fees 111,992
Incentive Fees 269,367
Net Income (Loss) 544,463
General Partner Capital 0
Limited Partner Capital 6,200,090
Total Partnership Capital 6,200,090
Net Income (Loss) Per Limited Partner Unit 112.92
Net Income (Loss) per General Partner Unit 0
Net Asset Value Per Unit At End of Year 1,311.50
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operation.
The initial start-up costs attendant to the sale of partnership interests by
use of a Prospectus which has been filed with the Securities and Exchange
Commission are substantial. The results of the partial year 1999 and the
years 2000, 2001 and 2002 reflect the absorption of these costs by the Fund.
The Partnership Agreement grants solely to the General Partner the right to
select the trading advisor or advisors and to otherwise manage the operation
of the Partnership. See the Registration Statement, incorporated by
reference herein, for an explanation of the operation of the Partnership.
Item 8. Financial Statements and Supplementary Data.
The Partnership financial statements as of December 31, 2002, were prepared
by James Hepner, certified public accountant, 1824 N. Normandy, Chicago, IL
60635 and were audited by Frank L. Sassetti & Co., Certified Public
Accountants, 6611 West North Avenue, Oak Park, IL 60302, were sent to each
Partner, and are incorporated herein by reference and are provided in this
Form 10-K.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.
No disagreements with (i) the accountants identified in Item 8 above, (ii)
any other experts selected by the Partnership as disclosed in the "Experts"
section of the Registration Statement, or (iii) the financial statements have
occurred since the formation of the Partnership on January 12, 1998, as
amended and fully stated on May 1, 1999, to the date of filing of this Form
10-K.
Part III
Item 10. Directors and Executive Officers of the Registrant
The Fund is a Delaware Limited Partnership which acts through its corporate
and individual general partner. Accordingly, the Registrant has no Directors
or Executive Officers.
The General Partners of the Registrant are Ashley Capital Management,
Incorporated, a Delaware corporation, and Ms. Shira Del Pacult. The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act, and Ms.
Shira Del Pacult, age 46, is the sole shareholder, director, registered
principal and executive officer of the corporate General Partner. The
background and qualifications of Ms. Pacult are disclosed in the Registration
Statement, incorporated herein by reference. Ms. Pacult is also a registered
representative with Futures Investment Company, the broker dealer which
serves as underwriter of the "best efforts" offering of the Units.
Ms. Pacult is also the principal of the general partner of three other
commodity pools: Fremont Fund, Limited Partnership, a publicly offered pool
which commenced business in November, 1996 and ceased operations in June,
2000; Auburn Fund, Limited Partnership, a privately placed commodity pool,
which commenced business in April, 1997; and Bromwell Financial Fund, Limited
Partnership a publicly offered commodity pool which commenced business in
July, 2000.
Item 11. Executive Compensation.
The Fund pays its corporate General Partner a management fee of two percent
(2%) per year, payable monthly, to serve the Partnership in an executive
capacity. All operating costs related to management of the Partnership,
including compensation to Ms. Pacult, are paid from that management fee.
Ms. Pacult also earns compensation from the sale of the Units through FIC,
the Affiliated selling broker and from the fixed commissions paid by the
Partnership to FIC as the Affiliated introducing broker. The amounts paid to
the affiliated companies which results in compensation to Ms. Pacult are
disclosed in the Registration Statement, which is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
(a) The following Partners own more than five percent (5%) of the total
equity of the partnership:
Name Percent Ownership
Albert W. Overhauser 8.53%
Harry Briscoe 9.14%
(b) As of December 31, 2002, the General Partner owned no Units of Limited
Partnership interests.
(c) The Limited Partnership Agreement governs the terms upon which control
of the Partnership may change. No change in ownership of the Units will,
alone, determine the location of control. A vote of the limited partners is
required to change the control from the General Partner to another general
partner. Control of the management of the Partnership may never vest in one
or more Limited Partners. There were no changes in control of the
Partnership from inception of operations to the date of the filing of this
Form 10-K.
Item 13. Certain Relationships and Related Transactions.
The General Partner has sole discretion over the selection of trading
advisors. FIC, the Affiliated introducing broker is paid a fixed commission
for trades and, therefore, the General Partners have a potential conflict in
the selection of a trading advisor who makes few trades rather than produces
profits for the Partnership. This conflict and others are fully disclosed in
the Registration Statement, which is incorporated herein by reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(a) 1. Financial Statements
See Index to Financial Statements for the period ended December 31, 2002.
The Financial Statements begin on page F-1.
(b) 2. Financial Schedules
Not applicable, not required, or included in the Financial Statements.
(c) 3. Exhibits.
Incorporated by reference from Form S-1, and all amendments at file No. 333-
61217 previously filed with the Washington, D. C. office of the Securities
and Exchange Commission.
(d) Reports on Form 8-K: Report on Form 8-K filed August 6, 2002
(e) Exhibits filed herewith: none
(f) Financial Schedules filed herewith: not applicable, not required or
included with the financial statements
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-K for the
period ended December 31, 2002, to be signed on its behalf by the
undersigned, thereunto duly authorized.
Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management, Inc.
Its General Partner
Date: March 27, 2003 By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder
President and Treasurer
Date: March 27, 2003 By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
General Partner
********************************************************************************
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
YEARS ENDED
DECEMBER 31, 2002, 2001 AND 2000
(With Auditors' Report Thereon)
GENERAL PARTNER:
Ashley Capital Management, Inc.
% Corporate Systems, Inc.
101 North Fairfield Drive
Dover, Kent County, Delaware 19901
INDEPENDENT AUDITORS' REPORT
We have audited the accompanying balance
sheets, including the schedules of investments, of ATLAS FUTURES FUND,
LIMITED PARTNERSHIP as of December 31, 2002 and 2001, and the related
statements of operations, partners' equity and cash flows for the years ended
December 31, 2002, 2001 and 2000. 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
auditing standards generally accepted in the 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. An
audit includes examining, on a test basis, evidence supporting the amounts
and disclosures in the financial statements. An audit also includes
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, 2002
and 2001, and the results of its operations and its cash flows for the years
ended December 31, 2002, 2001 and 2000, in conformity with accounting
principles generally accepted in the United States.
Accountants: Frank L. Sassetti & Co.
Certified Public Accountants
Date: February 11, 2003 By: /s/ Frank L. Sassetti & Co.
Frank L. Sassetti & Co.
Certified Public Accountants
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
BALANCE SHEETS
DECEMBER 31, 2002 AND 2001
ASSETS
2002 2001
Cash (Note 7) $ 111,876 $ 32,224
United States Treasury Obligations (Note 6) 3,190,667 3,185,359
Accrued interest receivable 6,860 10,229
Prepaid trading commissions 252
Due from limited partners 124,985
Equity in Commodity Futures Trading Accounts -
Cash (Note 6) 1,785,556 2,659,778
Net unrealized gain on open commodity futures
contracts (Note 8) 1,183,957 122,096
$6,279,168 $6,134,671
LIABILITIES AND PARTNERS' EQUITY
LIABILITIES
Accrued trading commissions payable $ $ 2,803
Accrued management fees payable 10,074
Accrued accounting and auditing fees payable 6,500 8,542
Sales commissions payable 10,794
Partner redemption payable 72,578
Total Liabilities 79,078 32,213
PARTNERS' EQUITY
Limited partners - (4,727.47 and 5,163.32 units) 6,200,090 6,102,458
General partner - (0 units)
Total Partners' Equity 6,200,090 6,102,458
$6,279,168 $6,134,671
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
REVENUES
Realized gain from trading in futures $ 202,558 $1,220,627 $ 356,986
Realized gain/(loss) on exchange rate
fluctuation (Note 8) 82,092 (5,679) 1,600
Changes in unrealized gain/(loss) on
open commodity futures contracts 1,061,861 (1,253,256) 1,371,772
Interest income 82,435 182,304 162,762
Redemption penalty (Note 3) 4,761 4,947 9,567
Total Revenues 1,433,707 148,943 1,902,687
EXPENSES
Commissions (Note 3) 439,971 298,949 171,976
Management fees (Note 3) 111,992 110,751 104,921
Incentive fees (Note 3) 269,367 390,501
Professional accounting and legal fees 66,669 58,991 39,496
Other operating and administrative
expenses 1,245 2,824 5,456
Total Expenses 889,244 471,515 712,350
NET INCOME (LOSS) $ 544,463 $ (322,572) $1,190,337
NET INCOME (LOSS)-
Limited partnership unit $ 112.92 $ (68.51) $ 361.85
General partnership unit $ $ $ 97.04
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF PARTNERS' EQUITY
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
LIMITED PARTNERS GENERAL PARTNERS TOTAL PARTNERS' EQUITY
Amount Units Amount Units Amount Units
Balance -
Dec 31, 1999 $1,659,249 1,738.59 $ 50,243 52.64 $1,709,492 1,791.23
Addition -
of 3092.404 units 3,138,897 3,092.41 3,138,897 3,092.41
Syndication
costs paid (16,864) (16,864)
Withdrawal -
of 449.237 units (409,154) (396.60) (54,926) (52.64) (464,080) (449.24)
Net income (loss) 1,185,654 4,683 1,190,337
Balance -
Dec 31, 2000 5,557,782 4,434.40 5,557,782 4,434.40
Addition - of
1,233.673 units 1,466,150 1,233.67 1,466,150 1,233.67
Syndication
costs paid (24,501) (24,501)
Withdrawal -
of 504.754 units (574,401) (504.75) (574,401) (504.75)
Net income (loss) (322,572) (322,572)
Balance -
Dec 31, 2001 6,102,458 5,163.32 6,102,458 5,163.32
Addition -
of 533.744 units 631,659 533.74 631,659 533.74
Syndication
costs paid (5,250) (5,250)
Withdrawal -
of 969.593 units (1,073,240) (969.59) (1,073,240) (969.59)
Net income (loss) 544,463 544,463
Balance -
Dec 31, 2002 $6,200,090 4,727.47 $ $6,200,090 4,727.47
December 31, December 31, December 31,
2002 2001 2000
Value per unit $1,311.50 $1,181.89 $1,253.33
Total partnership units 4,727.47 5,163.32 4,434.40
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 2002, 2001 AND 2000
2002 2001 2000
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss) $ 544,463 $ (322,572) $1,190,337
Adjustments to reconcile net income
(loss) to net cash provided by
(used in) operating activities -
Changes in operating assets and
liabilities -
Equity in Commodity Futures
Trading Accounts (187,639) (219,368) (1,768,461)
Accrued interest receivable 3,369 26,172 (29,904)
U.S. Treasury Obligations (5,308) 14,199 (2,508,449)
Accrued commissions payable (13,849) (12,288) 3,864
Management and incentive fees
payable (10,074) (316,003) 312,002
Accounting and auditing fees
payable (2,042) 4,349 2,716
Net Cash Provided By (Used In)
Operating Activities 328,920 (825,511) (2,797,895)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from sale of units, net
of sales commissions 756,644 1,483,668 3,189,059
Syndication and registration costs (5,250) (24,501) (16,864)
Partner cash redemptions (1,000,662) (601,992) (436,489)
Net Cash Provided By (Used In)
Financing Activities (249,268) 857,175 2,735,706
NET INCREASE (DECREASE) IN CASH 79,652 31,664 (62,189)
CASH
Beginning of period 32,224 560 62,749
End of period $ 111,876 $ 32,224 $ 560
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2002
Contracts Value Percent
United States Commodity Futures Positions, Held Long
42 March '03 US Treasury Bond $ 17,719 0.29%
42 March '03 10-Year Treasury Notes 32,813 0.53
41 March '03 5-Year Treasury Notes 54,484 0.88
83 March '03 2-Year Treasury Notes 79,281 1.29
21 March '03 New York Sugar 1,176 0.02
21 February '03 New York Unleaded Gas (36,427) (0.59)
21 February '03 New York #2 Heating Oil (45,335) (0.74)
21 March '03 New York Cotton (4,350) (0.07)
21 March '03 New York Silver 5,360 0.09
41 February '03 New York Gold 75,420 1.22
41 March '03 British Pound 48,800 0.79
102 March '03 Swiss Franc 366,275 5.95
81 March '03 Euro Foreign Exchange 359,588 5.84
106 March '03 Eurodollar 16,788 0.27
21 January '03 Gas Oil (17,325) (0.28)
21 February '03 Brent Crude 22,680 0.37
Total United States Commodity Futures Positions 976,947 15.86
Australian Commodity Futures Positions, Held Long
21 March '03 90 Day Australian Bill 857 0.01
42 March '03 3-Year Australian Treasury Bond 7,027 0.12
Total Australian Commodity Futures Positions 7,884 0.13
European Commodity Futures Positions, Held Long
40 March '03 Euribor 12,838 0.21
21 March '03 2-Year German Euro Schatz 4,622 0.08
20 March '03 10-Year German Euro Bund 34,794 0.56
Total European Commodity Futures Positions 52,254 0.85
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
December 31, 2002
Contracts Value Percent
British Commodity Futures Positions, Held Long
61 June '03 Short Sterling $ 12,933 0.21%
41 March '03 Long Gilt 42,788 0.69
Total British Commodity Futures Positions 55,721 0.90
Japanese Commodity Futures Positions, Held Long
21 April '03 Rubber 2,658 0.04
22 October '03 Gold 20,053 0.33
Total Japanese Commodity Futures Positions 22,711 0.37
Total Commodity Futures Positions Held Long 1,115,517 18.11
United States Commodities Futures Positions, Sold Short
20 March '03 New York Coffee 64,125 1.04
21 March '03 Mexican Peso 4,938 0.08
Total United States Commodity Futures Positions 69,063 1.12
Japanese Commodity Futures Positions, Sold Short
21 March '03 Euro Yen (623) (0.01)
Total Commodity Futures Positions Sold Short 68,440 1.11
Net Commodity Futures Positions 1,183,957 19.22
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
December 31, 2002
Maturity
Value Value Percent
$3,200,000 United States Treasury Bills $3,190,667 51.80%
Cash in Trading Accounts
United States Markets 1,163,497 18.89
Canadian Markets (34,209) (0.55)
Eurodollar Markets 676,612 10.98
British Pound Markets 84,526 1.37
Japanese Yen Markets (35,561) (0.58)
Australian Dollar Markets (69,309) (1.13)
Total Cash in Trading Accounts 1,785,556 28.98
Total Investments $6,160,180 100.00%
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
SCHEDULE OF INVESTMENTS
DECEMBER 31, 2001
Contracts Value Percent
United States Commodity Futures Position, Held Long
21 March '02 Mexican Peso $ 4,462 0.07%
Japanese Commodity Futures Positions, Held Long
69 October '02 Gold 25,237 0.42
46 October '02 Platinum 45,305 0.76
46 November '02 Corn 13,320 0.22
Total Japanese Commodity Futures Positions 83,862 1.40
Total Commodity Futures Positions Held Long 88,324 1.47
United States Commodity Futures Positions, Sold Short
23 March '02 Corn 5,750 0.10
23 March '02 Soybeans 6,325 0.11
23 February '02 New York #2 Heating Oil 19,996 0.34
Total United States Commodity Futures Positions 32,071 0.55
Australian Commodity Futures Positions Sold Short
23 March '02 90 Day Australian Bill 1,701 0.03
Total Commodity Futures Positions Sold Short 33,772 0.58
Net Commodity Futures Positions 122,096 2.05
The accompanying notes are an integral part
of the financial statement
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
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
speculative trading of futures contracts in commodities, which commenced in
October, 1999. Ashley Capital Management, Inc. is the General Partner and
the commodity pool operator (CPO) of Atlas Futures Fund, Limited Partnership.
The commodity trading advisor (CTA) is Clarke Capital Management, who has the
authority to trade so much of the Fund's equity as is allocated to it by the
General Partner.
Income Taxes - In accordance with the generally accepted method of
presenting partnership financial statements, the financial statements do not
include assets and liabilities of the partners, including their obligation
for income taxes on their distributive shares of the net income of the Fund
or their rights to refunds on its net loss.
Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, Commodity Futures Trading Commission,
National Futures Association (the "NFA") and the states where the offering
was made were accumulated, deferred and charged against the gross proceeds of
offering at the initial closing as part of the offering expense. The Fund
remains open to new partners, and incurs costs required to retain the ability
to issue new units. Such costs are treated in a similar manner. Costs of
recurring annual and quarterly filings with regulatory agencies are expensed
as incurred.
Revenue Recognition - Commodity futures contracts are recorded on the
trade date and are reflected in the balance sheet at the difference between
the original contract amount and the market value on the last business day of
the reporting period.
Market value of commodity futures contracts is based upon exchange or
other applicable market best available closing quotations.
Use of Accounting Estimates - The preparation of financial statements
in conformity with generally accepted accounting principles requires
management to make estimates and assumptions that affect the reported amount
of assets and liabilities and disclosure of contingent assets and liabilities
at the date of the financial statements and reported amounts of revenues and
expenses during the reporting period. Actual results could differ from these
estimates.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers only cash and money market funds to be cash equivalents.
There were no cash equivalents as of December 31, 2002, 2001 and 2000. Net
cash provided by operating activities include no cash payments for interest
or income taxes for the years ended December 31, 2002, 2001 and 2000.
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, include executing and filing
all necessary legal documents, statements and certificates of the Fund,
retaining independent public accountants to audit the Fund, employing
attorneys to represent the Fund, reviewing the brokerage commission rates to
determine reasonableness, maintaining the tax status of the Fund as a limited
partnership, maintaining a current list of names, addresses and numbers of
units owned by each Limited Partner and taking such other actions as deemed
necessary or desirable to manage the business of the Partnership.
3. THE LIMITED PARTNERSHIP AGREEMENT
The Limited Partnership Agreement provides, among other things, that -
Capital Account - A capital account shall be established for each
partner. The initial balance of each partner's capital account shall be the
amount of the initial contributions to the partnership.
Monthly Allocations - Any increase or decrease in the Partnership's net
asset value as of the end of a month shall be credited or charged to the
capital account of each Partner in the ratio that the balance of each account
bears to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partner.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
Allocation of Profit and Loss for Federal Income Tax Purposes - As of
the end of each fiscal year, the Partnership's capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partner and the Commodity Trading
Advisors and each Partner's share of such items are includable in the
Partner's personal income tax return.
Redemption - No partner may redeem or liquidate any Units until after
the lapse of six months from the date of the investment. Thereafter, a
Limited Partner may withdraw, subject to certain restrictions, any part or
all of his units from the Partnership at the Net Asset Value per Unit on the
last day of any month with ten days prior written request to the General
Partner. A redemption fee payable to the Partnership of a percentage of the
value of the redemption request is charged during the first 24 months of
investment pursuant to the following schedule:
4% if such request is received ten days prior to the last trading day
of the sixth month after the date of the partner's investment in the Fund
3% if such request is received during the seventh to twelfth month
after the investment.
2% if such request is received during the thirteenth to eighteenth
month.
1% if such request is received during the nineteenth to twenty-fourth
month.
0% thereafter.
4. FEES
The Fund is charged the following fees on a monthly basis since the
commencement of trading.
A management fee of 3% (annual rate) of the Fund's net assets allocated
to each CTA to trade will be paid to each CTA and 1% of equity to the Fund's
General Partner. Effective November 1, 2000, the management fee allocated to
each CTA was decreased to 0% (annual rate) and the management fee allocated
to the Fund's General Partner was increased to 2% (annual rate) of the Fund's
net assets.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
4. FEES - CONTINUED
An incentive fee of 20% of "new trading profits" will be paid to each
CTA. "New trading profits" includes all income earned by each CTA and
expense allocated to his activity. In the event that trading produces a
loss, no incentive fees will be paid and all losses will be carried over to
the following months until profits from trading exceed the loss. It is
possible for one CTA to be paid an incentive fee during a quarter of a year
when the Fund experienced a loss. Effective November 1, 2000, the incentive
fee was increased to 25% of "new trading profits."
The Fund will pay fixed commissions of 9% (annual rate) of assets
assigned to be traded, payable monthly, to the Introducing Broker affiliated
with the General Partner. The Affiliated Introducing Broker will pay the
costs to clear the trades to the futures commission merchant and all PIT
Brokerage costs which shall include the NFA and exchange fees.
5. REALIZED GAIN ON EXCHANGE RATE FLUCTUATIONS
Certain trades executed by the Fund are denominated in foreign
currencies. Gains and losses on these transactions are recorded as futures
trading gains or losses at the U. S. dollar equivalent on the date the trade
is settled. Exchange rate fluctuation gain or loss is reflected when
residual amounts of foreign currencies are reconverted to U. S. dollars.
6. PLEDGED ASSETS
The U. S. Treasury Obligations and Cash in trading accounts are pledged
as collateral for commodities trading on margin.
7. CONCENTRATIONS
The Fund maintains its cash balances at a high credit quality financial
institution. The balances may, at times, exceed federally insured credit
limits.
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Delaware Limited Partnership)
NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 2002, 2001 AND 2000
8. OFF BALANCE SHEET RISK
As discussed in Note 1, the Fund is engaged in speculative trading of
futures contracts in commodities. The carrying amounts of the Fund's
financial instruments and commodity contracts generally approximate their
fair values. Open commodity contracts had gross contract value of
$131,740,781, $2,586,066 and $81,103,765 on long positions as of December 31,
2002, 2001 and 2000, respectively. Open commodity contracts had gross
contract value of $5,938,242, $4,031,682 and $7,068,373 on short positions as
of December 31, 2002, 2001 and 2000, respectively.
Although the gross contract values of open commodity contracts
represent market risk, they do not represent exposure to credit risk, which
is limited to the current cost of replacing those contracts in a gain
position. The unrealized gain on open commodity futures contracts at
December 31, 2002, 2001 and 2000 was $1,183,957, $122,096 and $1,375,352,
respectively.