UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549






FORM 10-K/A








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

For the fiscal year ended December 31,
2012

or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from 
to

Commission File Number: 001-35089






FACTORSHARES 2X: S&P500 BULL/USD BEAR

(Exact name of Registrant as specified in
its charter)








|Delaware                                                                                 |  | 80-0561313                                  
|---------------------------------------------------------------------------------------- |  | --------------------------------------------
|(State or Other Jurisdiction of
        Incorporation or Organization)                   |  | (I.R.S. Employer
        Identification No.)
|                                                                                         | 
|c/o Factor Capital Management, LLC
        25 Deforest Avenue
        Summit, New Jersey |  | 07901                                       
|(Address of Principal Executive Offices)                                                 |  | (Zip Code)                                  

Registrant’s telephone number,
including area code: (888) 628-3180






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



|Title
        of Each Class         |  | Name
        of Each Exchange on Which Registered
|----------------------------------- |  | -------------------------------------------------
|Common Units of Beneficial Interest |  | NYSE Arca, Inc.                                  

Securities registered pursuant to Section 12(g)
of the Act: None






Indicate
by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities
Act.     Yes ̈Nox

Indicate
by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act.  Yes ̈Nox









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.    YesxNo ̈

Indicate
by check mark whether the Registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the
preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files).    YesxNo ̈

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

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 definition of
“accelerated filer,” “large accelerated filer,” and “smaller reporting company” in Rule 12b-2
of the Exchange Act. (Check one):



|                                                                     |  |                           
|-------------------------------------------------------------------- |  | --------------------------
|Large Accelerated Filer ̈                                             |  | Accelerated Filer ̈        
|                                                                     | 
|Non-Accelerated Filer ̈(Do not check if a smaller reporting  company) |  | Smaller reporting companyx

Indicate
by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes ̈Nox

State the market value of the voting
and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold,
or the average bid and asked price of such common equity, as of the last business day of the Registrant’s most recently completed
second fiscal quarter. $144,000

Number of Common Units of Beneficial
Interest outstanding as of March 1, 2013: 100,040














EXPLANATORY NOTE

The registrant has prepared this Amendment No. 1 (“Amendment”)
on Form 10-K/A to its Annual Report on Form 10-K for the fiscal year ended December 31, 2012 (the “Form 10-K”) solely
for the purpose of filing Exhibits 31.1 and 31.2 to the Form 10-K in response to comments received from the staff of the Securities
and Exchange Commission. No revisions are being made to the Company’s financial statements. This Amendment does not reflect
events occurring after the filing of the Form 10-K, or modify or update those disclosures that may be affected by subsequent events,
and no other changes are being made to any other disclosure contained in the Form 10-K.









PART IV



|ITEM 15. | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
|-------- | ---------------------------------------

(a) Exhibits

The following documents (unless otherwise
indicated) are filed herewith and made a part of this Annual Report:



|            |  |                                                                                   
|----------- |  | ----------------------------------------------------------------------------------
|EXHIBIT NO. |  | DESCRIPTION                                                                       
|            |  |                                                                                   
|31.1        |  | Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
|            | 
|31.2        |  | Certification required under Exchange Act Rules 13a-14 and 15d-14 (filed herewith)
|            | 




| | 
| | 











SIGNATURES

Pursuant to the requirements of Section
13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



| |  |  |  |                                       |  |                                                            |  |                            
| |  |  |  | ------------------------------------- |  | ---------------------------------------------------------- |  | ---------------------------
| |  |  |  | FACTORSHARES 2X: S&P500 BULL/USD BEAR
| |  |  | 
| |  |  |  | By:                                   |  | Factor Capital Management, LLC,
        its Managing Owner
| |  |  |  |                                      
| |  |  |  |                                       |  | By:                                                        |  | /S/    Samuel
Masucci, III 
| |  |  |  |                                       |  | Name:                                                      |  | Samuel Masucci, III        
| |  |  |  |                                       |  | Title:                                                     |  | Principal Executive Officer

August
29, 2013