SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1999
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ______________ to ______________
Commission file number ____333-61217______
Atlas Futures Fund, Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 51-0380494
- ------- ----------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
5916 N. 300 West, Fremont, IN 46737
- ---------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code (219) 833-1505
- ------------------------------------------------------------------------
Former Name, Address and Fiscal Year, if Changed, Since Last Report
No such changes occurred
Indicate by check [X] whether the registrant (1)has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes [X] No [ ]
<PAGE>
Part 1 - FINANCIAL INFORMATION
Item 1. Financial Statements.
The unaudited financial statements for the Registrant for the second quarter
ended June 30, 1999, and year to date are attached hereto and made a part
hereof.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations.
The Registrant has filed for public registration on Form S-1 of 7,000 Units of
Limited Partnership Interests (the "Units"). The Partnership intends to assign
the proceeds from the sale of Units to professional managers ("Commodity Trading
Advisors" as that term is defined by the Commodity Exchange Act, 7 U.S.C. S1, et
seq.) to engage in the business of trading commodities. No sales of Units have
been made. All expenses have been paid from (i) the proceeds of subscription to
Units by the General Partner and its principal, who is also the sole limited
partner, and (ii) the advance of expenses by the General Partner and its
Affiliates. The General Partner will be reimbursed for the expenses advanced.
Sales of Units will commence at the price of $1,000 per Unit upon the effective
date of its Registration Statement. The price was determined by the General
Partner and has no relationship to the current or projected market value of the
Units. All proceeds from the sale of Units will be deposited into escrow and
no operations will commence until the face amount of $700,000 in Units is sold.
After break of escrow and the commencement of operations, Units will continue
to be sold at the month end market value after the addition of profits and
deduction of losses and expenses, including reserves for contingent claims,
until a total of $7,000,000 in Units are sold or the offering terminates. For
complete details, see the Registration Statement on file with the Securities
and Exchange Commission.
Part II - OTHER INFORMATION
Item 1. Legal Proceedings
None
Item 2. Changes in Securities
None
Item 3. Defaults Upon Senior Securities
None
Item 4. Submission of Matters to a Vote of Security Holders
None
Item 5. Other Information
The Partnership tax return is in progress and is expected to be filed within
the time permitted by the current extension.
1
<PAGE>
Item 6. Exhibits and Reports on Form 8-K
(a) None
(b) No reports on Form 8-K
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this Form 10-Q for the
period ended June 30, 1999, to be signed on its behalf by the undersigned,
thereunto duly authorized.
Registrant: Atlas Futures Fund, Limited Partnership
By Ashley Capital Management, Incorporated
Its General Partner
By: /s/ Shira Del Pacult
Ms. Shira Del Pacult
Sole Director, Sole Shareholder,
President and Treasurer
Date: August 10, 1999
2
<PAGE>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
BALANCE SHEET
June 30, 1999
(Unaudited)
ASSETS
Cash $ 989
Offering expenses - estimated (Note 1) 49,200
Organization costs - estimated (Note 1) 2,800
--------
$52,989
========
LIABILITIES AND PARTNERS' EQUITY
Liabilities -
Due to general partner $51,487
--------
Partners' capital -
Limited partner (1 unit)
As of January 1 823
Deficit accumulated during period (72)
General partner (1 unit)
As of January 1 824
Deficit accumulated during period (73)
--------
Total Partners' capital 1,502
--------
$52,989
========
The accompanying notes are an integral part
of the financial statements
<PAGE>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED June 30, 1999 AND 1998
(Unaudited)
1999 1998
-------- --------
REVENUES $_______ $_______
Total Revenues ________ ________
EXPENSES
Bank charges 145 103
-------- --------
Total Expenses 145 103
-------- --------
NET LOSS $ (145) $ (103)
======== ========
NET LOSS -
Limited partnership unit $ (72) $ (51)
======== ========
General partnership unit $ (73) $ (52)
======== ========
Total partnership units at
June 30, 1999 and 1998 2 2
======== ========
The accompanying notes are an integral part
Of the financial statements
<PAGE>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
STATEMENT OF CASH FLOWS
FOR THE SIX MONTHS ENDED June 30, 1999 AND 1998
(Unaudited)
1999 1998
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss $ (145) $ (103)
Adjustments to reconcile net loss to net
cash used in operating activities
change in operating assets and liabilities
Organization costs paid (225)
-------- --------
Net Cash Used In
Operating Activities (370) (103)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES
Initial partner contributions 2,000
-------- --------
NET INCREASE (DECREASE) IN CASH (370) 1,897
CASH -
Beginning of period 1,359
-------- --------
End of period $ 989 $ 1,897
======== ========
SUPPLEMENTAL INFORMATION NON-CASH ACTIVITIES
Organization and syndication costs incurred
and paid by affiliate - estimated $ $52,000
======== ========
The accompanying notes are an integral part
Of the financial statements
<PAGE>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
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 expects to engage
in the speculative trading of futures contracts in commodities. Ashley
Capital Management, Inc. and Shira Pacult are the General Partners of Atlas
Futures Fund, Limited Partnership. Ashley Capital Management, Inc. and Shira
Pacult are also the commodity pool operators (CPOs) of the Fund. The
commodity trading advisor (CTA) is expected to be Clarke Capital Management,
Inc., who has the authority to trade so much of the Fund's equity as is
allocated to it by the General Partners.
The Partnership is in the development stage and its efforts through May
31, 1999 have been principally devoted to organizational activities.
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 an their distributive shares of the net income of the Fund or their
rights to refunds on its net loss.
Offering Expenses and Organizational Costs - Offering expenses are to be
reimbursed to the General Partner upon the initial closing. Organizational
costs are capitalized and amortized over sixty months on a straight line
method starting when operations begin, payable from profits or capital
subject to a 2% annual capital limitation. All organizational costs incurred
to date have been capitalized and no amortization expense has yet been
charged.
Registering Costs - Costs incurred for the initial filings with Securities
and Exchange Commission, Commodity Futures Trading Commission, National
Futures Association (the "NFA") and the states where the offering is expected
to be made are accumulated, deferred and charged against the gross proceeds
of offering at the initial closing as part of the offering expenses.
Recurring registration costs, if any, will be charged to expense 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.
<PAGE>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
1. NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED
Revenue Recognition - Continued
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 amounts 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.
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. Net
cash provided by operating activities include no cash payments for interest
or income taxes as of June 30, 1999.
2. GENERAL PARTNER DUTIES
The responsibilities of the General Partner, in addition to directing
the trading and investment activity of the Fund, includes 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 the 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.
<PAGE>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
3. THE LIMITED PARTNERSHIP AGREEMENT - CONTINUED
Monthly Allocations - Any increase or decrease in the Partnership's net asset
value as of the end of a month shall be credited or charged to the capital
account of each Partner in the ratio that the balance of each account bears
to the total balance of all accounts.
Any distribution from profits or partners' capital will be made solely
at the discretion of the General Partners.
Allocation of Profit and Loss for Federal Income Tax Purposes - As of the end
of each fiscal year, the Partnership's realized capital gain or loss and
ordinary income or loss shall be allocated among the Partners, after having
given effect to the fees of the General Partners and the Commodity Trading
Advisor 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 on 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 month in which the redemption is to be effective the sixth month after
the date of the investment in the Fund.
* 3% if such request is received during the next seven to twelve months
after the investment.
* 2% if such request is received during the next thirteen to eighteen
months.
* 1% if such request is received during the next nineteen to twenty-four
months.
* 0% thereafter.
<PAGE>
ATLAS FUTURES FUND, LIMITED PARTNERSHIP
(A Development Stage Enterprise)
NOTES TO FINANCIAL STATEMENTS
June 30, 1999
(Unaudited)
4. FEES
The Fund will be charged the following fees on a monthly basis as of the
commencement of trading.
* A management fee of 3% (annual rate) of the Fund's net assets
allocated to the CTA to trade will be paid to it and 1% of equity will be
paid to Ashley Capital Management, Inc.
* An incentive fee of 15% of "new trading profits" will be paid to the
CTA, "New trading profits" includes all income earned by the CTA and expense
allocated to its 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. If multiple CTAs
are engaged, it is possible for one CTA to be paid an incentive fee during a
quarter or a year when the Fund experienced a loss.
* 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 Partners. 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.
<PAGE>
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1999
<PERIOD-END> MAR-31-1999
<CASH> 989
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 52,989
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 52,989
<CURRENT-LIABILITIES> 51,487
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 0
<TOTAL-LIABILITY-AND-EQUITY> 52,989
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 145
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> (145)
<EPS-BASIC> 0
<EPS-DILUTED> 0
</TABLE>
