FORM 10-K
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

(Mark One)
[X]      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
         SECURITIES AND EXCHANGE ACT OF 1934
         For the year ended  12-31-2005
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
            (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.)

      505 Brookfield Drive, Dover, DE                     19901
(Address of principal executive offices)                (Zip Code)

Registrant's telephone number, including area code:  (800) 331-1532

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:

                           Limited Partnership Units
                                (Title of class)

                                (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 _X_ No ___

Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (S 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.  [  ]

Indicate by check mark whether the Registrant is an accelerated filer (as
defined in Exchange Act Rule 12b-2 of the Act).    Yes ___ No _X_

State the aggregate market value of the voting stock held by non-affiliates
of the registrant:  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 for the years ended December 31, 1998,
1999, 2000, 2001, 2002, 2003, and 2004 at 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.

By Notice to Limited Partners dated January 11, 2005 and by subsequent post
effective amendment to its Registration Statement dated January 24, 2005 that
became effective February 1, 2005 and post effective amendment to its
Registration Statement dated February 22, 2005 that became effective March 8,
2005, the General Partner provided disclosure that, NuWave Investment Corp.,
1099 Mount Kemble Avenue, Morristown, New Jersey 07960, would (i) be added as
a CTA; (ii) assigned $2,000,000 in equity to trade; (iii) receive a two
percent (2%) annual management fee on the first $2,000,000 under management
and 1% on all equity assigned to it in excess of $2,000,000; and, (iv)
receive a twenty percent (20%) incentive fee.  Because Mt. Kemble Futures,
LLC, the introducing broker, is affiliated with NuWave, Mt. Kemble would not
receive any portion of the brokerage commissions paid to Man Financial, Inc.
for trades placed for the Fund by NuWave.  Effective February 1, 2006, Mt.
Kemble was replaced as the introducing broker by Futures Investment Company,
an affiliate of the General Partner.  There were no changes in costs to the
partnership as a result of this change.  See subsequent events below.

By post effective amendments to its Registration Statement dated December 5,
2005 and December 15, 2005 that became effective December 21, 2005, the
General Partner updated the financials for the Fund and the General Partner
in the included prospectus through September 30, 2005.

The trades for the Fund are selected and placed with the FCM, i.e., broker,
for the account of the Fund by one or more CTAs selected by the General
Partner of the Fund.  Since the inception of trading through February 1,
2005, the Fund account was traded by a single CTA, Clarke Capital Management,
Inc. 116 W. 2nd Street, Hinsdale, Illinois 60521 (630) 323-5913.  As of
February 1, 2005, NuWave Investment Company, 1099 Mount Kemble Avenue,
Morristown, New Jersey 07960, Telephone: (973) 425-9192, Fax: (973) 425-9190,
E-mail: info@NuWavecorp.com was added as a CTA.  The books and records of the
trades placed by the CTA in the Fund's trading account are kept and are
available for inspection by the Partners at the office of Michael J. Liccar &
Co., CPA, 200 West Adams Street, Suite 2211, Chicago, Illinois  60606-5208.
NuWave is compensated as described above.  Clarke is not paid a management
fee of the equity assigned to it to manage, but is paid an incentive fee of
twenty-five percent (25%) of New Net Profit that it generates, as that term
is defined in the partnership agreement which governs the operation of the
Fund, payable quarterly.  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 or ownership in the General Partner or the trading advisor.
Reports of the NAV are sent to the Partners within twenty days following the
end of each month.

Ashley Capital Management, Inc. the corporate General Partner and Commodity
Pool Operator, provides all clearing costs, including pit brokerage fees,
which includes floor brokerage, NFA and exchange fees for domestic trades for
eleven twelfths of one percent (11/12%) of the total value of the Fund
available for trading in the Fund's account at the FCM per month [eleven
percent (11%) per year].  The FCM is selected by the General Partner and
holds the Fund's trading equity and places the trades as directed by the CTA
pursuant to a power of attorney granted by the Fund.

The sale of partnership interests ("Units") is regulated by the US Securities
and Exchange Commission pursuant to the Securities Act of 1933 and the
Securities Commissions and securities acts of the several states where its
Units are offered and sold. The Commodity Pool Operators (General Partners)
and principals are regulated by the US Commodity Futures Trading 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
Fund, 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.

Events subsequent to December 31, 2005:  By a post effective amendment to its
Registration Statement dated January 31, 2005 that became effective February
6, 2006, the General Partner provided disclosure of the change of introducing
broker from Mt. Kemble Futures LLC to Futures Investment Company, which is
affiliated with the General Partner.

The Registrant will continue to offer Units for sale to the public via its
fully amended and restated prospectus dated February 6, 2006 until the
balance of un-issued registered securities, $2,724,346, as of December 31,
2005, is sold or the offering terminates.

Item 1B.  Unresolved Staff Comments

None.

Item 2.  Properties

The Fund maintains up to 3% of its assets on deposit in a commercial bank and
the balance is on deposit and available as margin to secure trading through
Man Financial, Inc., the FCM.  Man Financial, Inc. is registered with the
National Futures Association pursuant to the Commodity Exchange Act as a FCM.
The trading of commodities is highly speculative and the Fund is at unlimited
risk of loss, including the pledge of all of its assets to the FCM 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 CTA, the FCM, the IB or any of their Affiliates, directors or officers.

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

Michael P. 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 Partnership Units, Related
Stockholder Matters and Issuer Purchases of Equity Securities

The Fund 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 trading market for the Fund
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 Fund 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 Fund.  The General Partner has sole discretion
in determining what distributions, if any, the Fund will make to its
Partners. The Fund has not made any distributions as of the date hereof.
The Fund has no securities authorized for issuance under equity compensation
plans.  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

The Fund 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 Fund.  See the Registration Statement, incorporated herein by
reference, for a complete explanation of the allocation of profits and losses
to a partner's capital account.

Following is a summary of certain financial information for the Registrant
for the period from January 1, 2001 to December 31, 2005.


                                               Year to Date

                               2005     2004      2003       2002     2001
  Performance per Unit (3)
  Net unit value, beginning
   of year                  $2,731.41 $1,750.45 $1,311.50 $1,181.89 $1,253.33

  Net realized and unrealized
   gains/losses on commodity
   transactions              1,206.19  1,573.93    735.70    298.13   (12.68)
  Investment and other income   80.59     27.57     18.43     18.32    38.70
  Expenses (1)                (661.11)  (620.54)  (315.18)  (186.84)  (97.46)

  Net increase (decrease)
   for the year                625.67    980.96    438.95    129.61   (71.44)

  Net unit value, end
   of year                  $3,357.08 $2,731.41 $1,750.45 $1,311.50 $1,181.89

  Net assets, end of
   period (000)             $  16,842 $  11,791 $   7,690 $   6,200 $   6,102

  Total return                  22.91%    56.04%    33.47%    10.97%  (5.97)%

  Ratio to average net assets
    Investment and other income  2.57%     1.23%     1.10%     1.48%   3.36%
    Expenses (2)               (10.19)%  (17.91)%  (10.33)%   (7.62)% (3.09)%

  (1)  Includes brokerage commissions

  (2)  Excludes brokerage commissions

  (3)  Investment and other income and expenses is calculated using average
number of units outstanding during the year. Net realized and unrealized
gains/losses on commodity transactions is a balancing amount necessary to
reconcile the change in net unit value.


The following summarized quarterly financial information presents the results
of operations for the quarterly periods during the years ended December 31,
2005 and 2004:

Quarters ended:

                                March 31,  June 30,    Sep 30,     Dec 31,
                                  2005       2005       2005         2005

Total Investment Gain          $2,769,487  $461,844  $1,704,436  $  738,873
Net Income (Loss)               1,788,155   (15,972)    954,379     182,699
Net Income (Loss) per
 partnership unit                  404.43     (3.46)     191.63       36.29
Net asset value per
 partnership unit at
 the end of the period           3,128.85  3,128.46    3,320.29    3,357.08

                                March 31,  June 30,    Sep 30,     Dec 31,
                                  2004       2004       2004         2004

Total Investment Gain          $1,177,721  $1,543,414 $2,131,236 $1,784,946
Net Income                        668,393     958,531  1,391,383  1,112,478

Net Income per partnership unit    155.80      220.40     352.29     248.73
Net asset value per partnership
 Unit at the end of the period   1,905.74    2,120.72   2,464.67   2,731.41


Item 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operation.

Critical Accounting Policies and Estimates

The Fund records all investments at market value in its financial statements,
with changes in market value reported as a component of realized and change
in unrealized trading gain (loss) in the Statements of Operations. In certain
circumstances, estimates are involved in determining market value in the
absence of an active market closing price (e.g. swap and forward contracts
which are traded in the inter-bank market).

Capital Resources

The Fund will raise additional capital only through the sale of Units offered
pursuant to the continuing offering, and does not intend to raise any capital
through resale of Units once issued or borrowing. Due to the nature of the
Fund's business, it will make no capital expenditures and will have no
capital assets which are not operating capital or assets.

Liquidity

Most United States commodity exchanges limit fluctuations in commodity
futures contracts prices during a single day by regulations referred to as
"daily price fluctuation limits" or "daily limits". During a single trading
day, no trades may be executed at prices beyond the daily limit. 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 to the daily limit for several
consecutive days with little or no trading. Similar occurrences could prevent
the Fund from promptly liquidating unfavorable positions and subject the Fund
to substantial losses which could exceed the margin initially committed to
such trades. In addition, even if commodity futures prices have not moved the
daily limit, the Fund may not be able to execute futures trades at favorable
prices, if little trading in such contracts is taking place. Other than these
limitations on liquidity, which are inherent in the Fund's commodity futures
trading operations, the Fund's assets are expected to be highly liquid.

The entire offering proceeds will be credited to the Fund's bank and
brokerage accounts to engage in trading activities and as reserves for that
trading. The Fund meets its margin requirements by depositing U.S. government
securities or cash or both with the futures broker and the over-the-counter
counterparties. In this way, substantially all (i.e., 97% or more) of the
Fund's assets, whether used as margin for trading purposes or as reserves for
such trading, can be invested in U.S. government securities and time deposits
with U.S. banks. Investors should note that maintenance of the Fund's assets
in U.S. government securities and banks does not reduce the risk of loss from
trading futures, forward and swap contracts. The Fund receives all interest
earned on its assets. No other person shall receive any interest or other
economic benefits from the deposit of Fund assets.

Approximately 10% to 40% of the Fund's assets normally are committed as
required margin for futures contracts and held by the futures broker,
although the amount committed may vary significantly. Such assets are
maintained in the form of cash or U.S. Treasury bills in segregated accounts
with the futures broker pursuant to the Commodity Exchange Act and
regulations thereunder. Approximately 10% to 40% of the Fund's assets are
deposited with over-the-counter counterparties in order to initiate and
maintain forward and swap contracts. Such assets are not held in segregation
or otherwise regulated under the Commodity Exchange Act, unless such over-
the-counter counterparty is registered as a futures commission merchant.
These assets are held either in U.S. government securities or short-term time
deposits with U.S.-regulated bank affiliates of the over-the-counter
counterparties. The remaining 60% to 90% of the Fund's assets will normally
be invested in cash equivalents, such as U.S. Treasury bills, and held by the
futures broker or the over-the-counter counterparties.

The Fund's assets are not and will not be, directly or indirectly, commingled
with the property of any other person in violation of law or invested with or
loaned to the Fund, the General Partner or any affiliated entities.

Results of Operations

The initial start-up costs attendant to the sale of Units 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, 2002, 2003, 2004 and 2005 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 Fund.  The CTAs selected are totally responsible for the selection of
trades.  As evidenced by the increase in per unit value disclosed above, the
CTAs have been successful.  See the Registration Statement, incorporated by
reference herein, for an explanation of the operation of the Fund.

Off-Balance Sheet Risk

The term "off-balance sheet risk" refers to an unrecorded potential liability
that, even though it does not appear on the balance sheet, may result in
future obligation or loss. The Fund trades in futures, forward and swap
contracts and is therefore a party to financial instruments with elements of
off-balance sheet market and credit risk. In entering into these contracts
there exists a risk to the Fund, market risk, that such contracts may be
significantly influenced by market conditions, such as interest rate
volatility, resulting in such contracts being less valuable. If the markets
should move against all of the futures interests positions of the Fund at the
same time, and if the Fund's trading advisor was unable to offset futures
interests positions of the Fund, the Fund could lose all of its assets and
the Limited Partners would realize a 100% loss. The Fund, the General Partner
and the CTAs minimize market risk through real-time monitoring of open
positions, diversification of the portfolio and maintenance of a margin-to-
equity ratio that rarely exceeds 40%.

In addition to market risk, in entering into futures, forward and swap
contracts there is a credit risk that a counterparty will not be able to meet
its obligations to the Fund. The counterparty for futures contracts traded in
the United States and on most foreign exchanges is the clearinghouse
associated with such exchange. In general, clearinghouses are backed by the
corporate members of the clearinghouse who are required to share any
financial burden resulting from the non-performance by one of their members
and, as such, should significantly reduce this credit risk. In cases where
the clearinghouse is not backed by the clearing members, like some foreign
exchanges, it is normally backed by a consortium of banks or other financial
institutions.

In the case of forward and swap contracts, which are traded on the interbank
market rather than on exchanges, the counterparty is generally a single bank
or other financial institution, rather than a group of financial
institutions; thus there may be a greater counterparty credit risk. The CTAs
trade for the Fund only with those counterparties which they believe to be
creditworthy. All positions of the Fund are valued each day on a mark-to-
market basis. There can be no assurance that any clearing member,
clearinghouse or other counterparty will be able to meet its obligations to
the Fund.

Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

The securities of the Fund are not traded and no market for the Fund
securities is expected to develop.  The Fund is engaged in the speculative
trading of futures and options on futures.  The risks are fully explained in
the Fund prospectus delivered to each prospective partner prior to their
investment.

Item 8.  Financial Statements and Supplementary Data.

The Fund financial statements as of December 31, 2005 were audited by Frank
L. Sassetti & Co., Certified Public Accountants, 6611 West North Avenue, Oak
Park, IL 60302 and are provided in this Form 10-K beginning on page F-1.  The
supplementary financial information specified by Item 302 of Regulation S-K
is included in Item 6. Selected Financial Data.

Item 9.  Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure.

None.

Item 9A.  Controls and Procedures.

The General Partner of the Fund, under the actions of its sole principal,
Michael Pacult, has evaluated the effectiveness of the design and operation
of its disclosure controls and procedures (as defined in the Securities
Exchange Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Fund
as of the end of the period covered by this annual report. Based on their
evaluation, Mr. Pacult has concluded that these disclosure controls and
procedures are effective. There were no changes in the General Partner's
internal control over financial reporting applicable to the Fund identified
in connection with the evaluation required by paragraph (d) of Exchange Act
Rules 13a-15 or 15d-15 that occurred during the last fiscal quarter that have
materially affected, or is reasonably likely to materially affect, internal
control over financial reporting applicable to the Fund.

The Fund securities are not publicly traded so that there can be no insider
trading or leaks of confidential information to the public.  All Fund money
is on deposit either with a bank or a futures commission merchant.  There is
an audit trail produced by both.  A certified public accountant prepares the
monthly financial statements.  The Fund units are sold during the month at a
net asset value to be determined as of the close of business on the last day
of trading each month.  No information related to the value of the units
during the month is available to the Fund  sales force or the prospects.  All
quarterly financial statements are reviewed by an independent certified
public accountant who audits the Fund financial statements at the end of each
calendar year.  The Fund maintains its subscription agreements and other
records for six years.

Item 9B.  Other Information.

None

                                   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 Mr. Michael P. Pacult.  The General
Partners are both registered with the National Futures Association as
commodity pool operators pursuant to the Commodity Exchange Act, and Mr.
Pacult, age 61, is the sole shareholder, director, registered principal and
executive officer of the corporate General Partner.  The background and
qualifications of Mr. Pacult are disclosed in the Registration Statement,
incorporated herein by reference.

There has never been a material administrative, civil or criminal action
brought against the Fund, the General Partner or any of its directors,
executive officers, promoters or control persons.

No Forms 3, 4, or 5 have been furnished to the Registrant since inception. To
the best of the Fund's knowledge, no such forms have been or are required to
be filed.

Audit Committee Financial Expert

Mr. Pacult, in his capacity as the sole principal for the General Partner of
the Fund, has determined that he qualifies as an "audit committee financial
expert" in accordance with the applicable rules and regulations of the
Securities and Exchange Commission.  He is not independent of management.

Code of Ethics

The  Fund General Partner is registered with the National Futures Association
as a Commodity Pool Operator and its President, Michael P. Pacult is
registered as its principal.  Both the Fund and the General Partner are
subject to Federal Commodity Exchange Act and audit for compliance and the
rules of good practice of the Commodity Futures Trading Commission and the
industry self regulatory organization, the National Futures Association.
Having said that, neither the Commodity Futures Trading Commission nor the
National Futures Association are responsible for the quality of the Fund
disclosures or its operation, those functions are exclusively the
responsibility of the Fund and its General Partner.

Item 11.  Executive Compensation.

Although there are no executives in the partnership, the corporate General
Partner is paid compensation that the Fund has elected to disclose on this
Form 10-K.  The Fund pays its corporate General Partner fixed brokerage
commissions of eleven percent (11%) per year, payable monthly, to cover the
cost of the domestic trades entered by the CTA.  The corporate General
Partner retains the difference between the cost to enter the domestic trades
and the eleven percent (11%).  Also, subsequent to February 1, 2006, the
affiliated introducing broker shares the brokerage commissions for trades
generated by the trading advisor.

All compensation is 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 Fund:

     Name    Percent Ownership
     None    N/A

(b)  As of December 31, 2005, the General Partner owned no Units of Limited
Partnership Interests.

(c)  The Limited Partnership Agreement governs the terms upon which control
of the Fund may change.  No change in ownership of the Units will, alone,
determine the location of control.  The Limited Partners must have 120 days
advance notice and the opportunity to redeem prior to any change in the
control from the General Partner to another general partner.  Control of the
management of the Fund may never vest in one or more Limited Partners.

Item 13.  Certain Relationships and Related Transactions.
See Item 11, Executive Compensation and Item 12, Security Ownership of
Certain Beneficial Owners and Management. The General Partner has sole
discretion over the selection of trading advisors.  Ashley Capital
Management, Inc., the corporate General Partner, is paid a fixed commission
for trades and, therefore, both General Partners have a potential conflict in
the selection of a trading advisor who makes few trades rather than produces
profits for the Fund.  This conflict and others are fully disclosed in the
Registration Statement, which is incorporated herein by reference.

Item 14.  Principal Accountant Fees and Services.

(a)	Audit Fees

The fees and costs paid to Frank L. Sassetti & Co. for the audit of the
Fund's annual financial statements, for review of financial statements
included in the Fund's Forms 10-Q and other services normally provided in
connection with regulatory filing or engagements (i.e., consents related to
SEC registration statements) for the years ended December 31, 2005 and 2004
were $22,265 and $23,815, respectively.

(b)	Audit Related Fees

None

(c)	Tax Fees

The aggregate fees paid to Frank L. Sassetti & Co. for tax compliance
services for the years ended December 31, 2005 and 2004 were $0 and $5,055,
respectively.

(d)	All Other Fees

None

(e)	The Board of Directors of Ashley Capital Management, Inc., General
Partner of the Fund, approved all of the services described above. The Board
of Directors has determined that the payments made to its independent
certified public accountant for these services are compatible with
maintaining such auditors' independence. The Board of Directors explicitly
pre-approves all audit and non-audit services and all engagement fees and
terms.

Part IV

Item 15.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

(a)	The following documents are filed as part of this report:

       1. Financial Statements

       See Index to Financial Statements for the years ended December 31,
2005, 2004 and 2003.

       The Financial Statements begin on page F-1 of this report.

       2. Financial Schedules

       Not applicable, not required, or included in the Financial Statements.

       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.

       (b)	Reports on Form 8-K: none

                                  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, 2005, 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 30, 2006             By: /s/ Michael Pacult
                                     Mr. Michael P. Pacult
                                     Sole Director, Sole Shareholder
                                     President and Treasurer



*****************************************************************************
                              ATLAS FUTURES FUND,
                              LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         INDEX TO FINANCIAL STATEMENTS

                           YEARS ENDED DECEMBER 31,
                              2005, 2004 AND 2003

                                                              Page

Report of Independent Registered Public Accounting Firm       F-2

Financial Statements

  Balance Sheets                                              F-3

  Schedules of Investments                                 F-4 - F-8

  Statements of Income                                        F-9

  Statements of Partners' Equity                              F-10

  Statements of Cash Flows                                    F-11

  Notes to Financial Statements                           F-12 - F-18






























                                      F-1


                            Frank L. Sassetti & Co.

                         Certified Public Accountants


To The Partners
Atlas Futures Fund, Limited Partnership
Dover, Kent County, Delaware


            REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

                              We have audited the accompanying balance
sheets, including the schedules of investments, of ATLAS FUTURES FUND,
LIMITED PARTNERSHIP as of December 31, 2005 and 2004, and the related
statements of income, partners' equity and cash flows for each of the three
years in the period ended December 31, 2005.  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 Fund 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 on the
effectiveness of the Fund's internal control over financial reporting.
Accordingly, we express no such opinion. An audit also 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, 2005
and 2004, and the results of its operations and its cash flows for each of
the three years in the period ended December 31, 2005, in conformity with
accounting principles generally accepted in the United States.


/s/ Frank L. Sassetti & Co.


February 24, 2006
Oak Park, Illinois




               6611 W. North Avenue * Oak Park, Illinois 60302
                  * Phone (708) 386-1433 * Fax (708) 386-0139
                                      F-2


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                                BALANCE SHEETS

                          DECEMBER 31, 2005 AND 2004

                                    ASSETS
                                                        2005          2004

Investments
  Equity in Commodity Futures Trading Accounts -
    Cash and cash equivalents                      $16,822,678   $12,280,244
    Net unrealized gain (loss) on open commodity
     futures contracts                                 250,902       (97,995)

                                                    17,073,580    12,182,249

Cash                                                    88,004        18,289
Accrued interest receivable                             34,073        22,314

                                                   $17,195,657   $12,222,852


                       LIABILITIES AND PARTNERS' EQUITY

LIABILITIES
  Partner redemptions payable                         $117,164       $28,746
  Accrued commissions payable                           15,555        15,414
  Front end load payable                                     -            60
  Incentive fees payable                               170,919       362,733
  Other accrued liabilities                             50,238        24,950

    Total Liabilities                                  353,876       431,903


PARTNERS' EQUITY
  Limited partners - (5,016.79 and 4,316.80 units)  16,841,781    11,790,949
  General partner - (0 units)                                -             -

    Total Partners' Equity                          16,841,781    11,790,949

                                                   $17,195,657   $12,222,852











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


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                            SCHEDULE OF INVESTMENTS

                               DECEMBER 31, 2005

Contracts                                                     Value   Percent

        United States Commodity Futures Positions, Held Long:

68      Mar '06 CBOT Soybeans                               $(32,162) (0.19)%
62      Mar '06 CBT Bean Meal                                (29,140) (0.17)
62      Mar '06 CBT T-Bonds                                   (9,688) (0.06)
76      Feb '06 CME Cattle                                    18,540   0.11
62      Mar '06 CMX HG Copper                                 19,200   0.11
8       Jan '06 LME Alum US                                   51,081   0.30
2       Mar '06 LME Alum US                                    1,087   0.01
1       Jan '06 LME Copper                                    13,022   0.08
58      Mar '06 CSC Sugar II                                 187,656   1.10
62      Mar '06 KC Wheat                                       4,288   0.03
62      Mar '06 IMM Mex Peso                                  11,963   0.07
2       Mar '06 IMM B-Pounds                                  (6,400) (0.04)
5       Mar '06 IMM Canadian $                                (2,200) (0.01)
19      Mar '06 CBOT Corn                                      8,800   0.05
2       Mar '06 CBOT Wheat                                       238   0.00
1       Feb '06 CMX Gold                                       2,260   0.01
1       Mar '06 CMX Silver                                       200   0.00
8       Mar '06 Emini S&P 500                                 (4,000) (0.02)
4       Feb '06 NY LT Crude                                    1,810   0.01
1       Feb '06 NY Heating Oil                                 3,352   0.02
1       Feb '06 NY Unlead Gas                                  7,178   0.04
1       Feb '06 NY Natural Gas                                (1,050) (0.01)

          Total United States Commodity Futures Positions    246,035   1.44

        Japanese Commodity Futures Positions, Held Long:

5       Mar '06 SGX MINI JGB                                   2,117   0.01
4       Mar '06 SMX Nikkei                                     8,298   0.05

          Total Japanese Commodity Futures Positions          10,415   0.06

        European Commodity Futures Positions, Held Long:

3       Mar '06 DAB Dax Index                                  9,488   0.06
1       Mar '06 Eurex E-Bund                                      71   0.00

          Total European Commodity Futures Positions           9,559   0.06






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


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)
                            SCHEDULE OF INVESTMENTS

                               December 31, 2005

Contracts                                                     Value   Percent

        British Commodity Futures Positions, Held Long:

5       Mar '06 NEW FTSE 100                                $  7,646   0.04 %
5       Mar '06 LIF Long Gilt                                  6,100   0.04
9       Sep '06 CAP 3M STG                                        21   0.00

          Total British Commodity Futures Positions           13,767   0.08

        Hong Kong Commodity Futures Positions, Held Long:

5       Jan '06 HG                                            (9,511) (0.05)

          Total Hong Kong Commodity Futures Positions         (9,511) (0.05)

        Australian Commodity Futures Positions, Held Long:

1       Mar '06 SFE SPI 200                                    2,459   0.02
6       Mar '06 SFE 10Y T-Bond                                 9,224   0.05
62      Mar '06 SFE 3Y T-Bond                                  7,581   0.04

          Total Australian Commodity Futures Positions        19,264   0.11

        Total Commodity Futures Positions                    289,529   1.70

        United States Commodity Futures Positions, Sold Short:

58      Mar '06 CBT T-Note 2Y                                (12,813) (0.08)
65      Mar '06 IMM Euro FX                                  (28,656) (0.17)
65      Mar '06 IMM Euro DLR                                  23,825   0.14
3       Mar '06 CSC Coffee C                                  (7,819) (0.05)
5       Mar '06 IMM J YEN                                    (10,406) (0.06)

          Total United States Commodity Futures Positions    (35,869) (0.22)














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


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)
                            SCHEDULE OF INVESTMENTS

                               December 31, 2005

Contracts                                                     Value   Percent

        European Commodity Futures Positions, Held Short:

9       Sep '06 LIF 3M Euribar                              $    399   0.00 %
2       Jan '06 3M Monep CAC40 EU                             (1,088) (0.01)
62      Mar '06 Euro E-Schatz                                 (2,069) (0.01)

          Total Euro Commodity Futures Positions              (2,758) (0.02)

          Total Commodity Futures Positions, Sold Short      (38,627) (0.24)

            Net Commodity Futures Positions                  250,902   1.46


        Cash and Cash Equivalents in Trading Accounts:

          Mar '06 United States Treasury Bill
            ($10,900,000 Face Value)                      10,795,349  63.24
          Mar '06 United States Treasury Bill
            ($1,800,000 Face Value)                        1,782,533  10.44
          Feb '06 United States Treasury Bill
            ($1,100,000 Face Value)                        1,089,456   6.38
          Feb '06 United States Treasury Bill
            ($600,000 Face Value)                            594,226   3.48
          Jan '06 United States Treasury Bill
            ($580,000 Face Value)                            574,508   3.36
          United States Markets                            1,516,844   8.88
          Euro Markets                                       592,040   3.47
          British Pound Markets                              (91,011) (0.53)
          Australian Dollar Markets                          (85,440) (0.50)
          Hong Kong Dollar Markets                             1,724   0.01
          Japanese Yen Markets                                52,449   0.31

          Total Cash and Cash Equivalents
           in Trading Accounts                            16,822,678  98.54

             Total Investments                           $17,073,580 100.00 %











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


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                            SCHEDULE OF INVESTMENTS

                               DECEMBER 31, 2004


Contracts                                                     Value   Percent

     United States Commodity Futures Positions, Held Long:

80   Mar '05 CBT Soybeans                                  $ (32,000) (0.26)%
40   Mar '05 CBT 10-Year Treasury Notes                      (10,000) (0.08)
40   Feb '05 CME Lean Hogs                                    (4,200) (0.03)
40   Mar '05 CSC Coffee                                       93,000   0.76
40   Mar '05 IMM British Pounds                              (59,000) (0.48)
40   Mar '05 IMM Swiss Francs                                (21,000) (0.17)
40   Mar '05 IMM Mexican Peso                                    500   0.00

       Total United States Commodity Futures Positions       (32,700) (0.26)

     British Commodity Futures Positions, Held Long:

40   Sep '05 LIFFE 3 MO Sterling                               7,702   0.06

       Total British Commodity Futures Positions               7,702   0.06

     Australian Commodity Futures Positions, Held Long:

40   Mar '05 SYD 90 Day Australian Bill                       (2,245) (0.02)

       Total Australian Commodity Futures Positions           (2,245) (0.02)

       Total Commodity Futures Positions                     (27,243) (0.22)




















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


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                            SCHEDULE OF INVESTMENTS

                               DECEMBER 31, 2004


Contracts                                                     Value   Percent

     United States Commodity Futures Positions, Sold Short:

40   Mar '05 CBT 2-Year Treasury Notes                     $  (5,000) (0.04)%
40   Mar '05 CSC Cocoa                                        (4,600) (0.04)
40   Feb '05 New York Unleaded Gas                           (61,152) (0.50)

       Total United States Commodity Futures Positions,
        Sold Short                                           (70,752) (0.58)

       Net Commodity Futures Positions                       (97,995) (0.80)

     Cash and Cash Equivalents in Trading Accounts:

       Mar '05 United States Treasury Bills
        ($10,570,000 Face Value)                          10,512,712  86.29
       May '05 United States Treasury Bills
        ($1,250,000 Face Value)                            1,236,477  10.15
       United States Markets                                 287,356   2.36
       Eurodollar Markets                                    218,154   1.79
       British Pound Markets                                  (1,027) (0.01)
       Australian Dollar Markets                              (6,326) (0.05)
       Japanese Yen Markets                                   32,900   0.27

       Total Cash and Cash Equivalents
        in Trading Accounts                               12,280,244 100.80

         Total Investments                               $12,182,249 100.00%


















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


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                             STATEMENTS OF INCOME

                 YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003



                                             2005        2004         2003

INVESTMENT AND OTHER INCOME
  Interest income                      $   383,902  $   116,543  $    66,435
  Redemption penalty                             -            -       15,200

    Total Income                           383,902      116,543       81,635

EXPENSES
  Commissions                            1,628,082      921,708      630,488
  Management fees                           42,142            -      142,919
  Continuing service fee                         -      131,711       22,466
  Incentive fees                         1,328,137    1,428,902      502,667
  Professional accounting and legal fees   140,296      117,343       82,023
  Other operating and administrative
   expenses                                 10,624       23,411       15,155

    Total Expenses                       3,149,281    2,623,075    1,395,718

    Net Investment Loss                 (2,765,379)  (2,506,532)  (1,314,083)

REALIZED AND UNREALIZED GAIN
 ON INVESTMENTS
  Realized gain from trading in futures  5,355,716    7,430,148    3,715,385
  Realized gain (loss) on exchange rate
   fluctuation                             (29,971)        (576)      72,978
  Changes in unrealized gains (losses) on
   open futures contracts                  348,895     (792,255)    (489,698)

    Total Realized and Unrealized Gain
     on Investments                      5,674,640    6,637,317    3,298,665

NET INCOME                              $2,909,261   $4,130,785   $1,984,582

NET INCOME -
  Limited partnership unit                 $610.72      $977.22      $447.20

  General partnership unit                 $            $            $







                  The accompanying notes are an integral part
                         Of the financial statements.
                                      F-9


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                        STATEMENTS OF PARTNERS' EQUITY

                 YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003

                                                                  TOTAL
                          LIMITED PARTNERS GENERAL PARTNERS PARTNERS' EQUITY
                          Amount     Units Amount     Units Amount     Units

Balance -
January 1, 2003      $6,200,090  4,727.47  $             $6,200,090  4,727.47

Subscriptions of
 649.88 units         1,114,348    649.88                 1,114,348    649.88

Syndication costs paid  (57,453)                            (57,453)

Redemptions of
 984.30 units        (1,551,770)  (984.30)               (1,551,770) (984.30)

Net income            1,984,582                           1,984,582

Balance -
December 31, 2003     7,689,797  4,393.05                 7,689,797  4,393.05

Subscriptions of
 723.76 units         1,704,641    723.76                 1,704,641    723.76

Syndication costs paid  (12,429)                            (12,429)

Redemptions of
800.01 units         (1,721,845)  (800.01)               (1,721,845) (800.01)

Net income            4,130,785                           4,130,785

Balance -
December 31, 2004    11,790,949  4,316.80                11,790,949  4,316.80

Subscriptions of
 900.87 units         2,739,224    900.87                 2,739,224    900.87

Redemptions of
 200.88 units          (597,653)  (200.88)                 (597,653) (200.88)

Net income            2,909,261                           2,909,261

Balance -
December 31, 2005   $16,841,781  5,016.79   $-      -   $16,841,781  5,016.79


                            December 31,      December 31,      December 31,
                                2005              2004              2003

Value per unit               $3,357.08         $2,731.41         $1,750.45

Total partnership units       5,016.79          4,316.80          4,393.05

                  The accompanying notes are an integral part
                         Of the financial statements.
                                      F-10


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                           STATEMENTS OF CASH FLOWS

                 YEARS ENDED DECEMBER 31, 2005, 2004 AND 2003



                                               2005       2004       2003

CASH FLOWS FROM OPERATING ACTIVITIES
  Net income                                $2,909,261 $4,130,785 $1,984,582
  Adjustments to reconcile net income to net
   cash provided by operating activities -
    Changes in operating assets and
     liabilities -
      Investments                             (348,897)   792,255    489,697
      Accrued interest receivable              (11,759)   (15,378)       (76)
      Accrued commissions payable                  141     14,927        487
      Accrued management and incentive fees   (191,814)   362,733
      Prepaid incentive fees                         -     94,433    (94,433)
      Other payables and accruals               25,228    (19,887)    21,128

        Net Cash Provided By
         Operating Activities                2,382,160  5,359,868  2,401,385

CASH FLOWS FROM FINANCING ACTIVITIES
  Proceeds from sale of units, net
   of sales commissions                      2,739,224  1,704,641  1,114,348
  Syndication costs                                  -    (12,429)   (57,453)
  Partner redemptions                         (509,235)(1,721,845)(1,578,081)

        Net Cash Provided By (Used In)
         Financing Activities                2,229,989    (29,633)  (521,186)

NET INCREASE IN CASH
  AND CASH EQUIVALENTS                       4,612,149  5,330,235  1,880,199

CASH AND CASH EQUIVALENTS
  Beginning of year                         12,298,533  6,968,298  5,088,099

  End of year                             $16,910,682 $12,298,533 $6,968,298

End of year cash and cash equivalents consists of:
  Cash and cash equivalents in broker
   trading accounts                       $16,822,678 $12,280,244 $6,930,523
  Cash                                         88,004      18,289     37,775

                                          $16,910,682 $12,298,533 $6,968,298




                  The accompanying notes are an integral part
                         Of the financial statements.
                                      F-11


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2005, 2004 AND 2003

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 the
speculative trading of futures contracts in commodities, which commenced in
October, 1999.  Ashley Capital Management, Inc.("Ashley") and Michael Pacult
are the General Partners and the commodity pool operators ("CPO's") of the
Fund.  The commodity trading advisors ("CTA's") are Clarke Capital
Management, Inc. ("Clarke") and NuWave Investment Corp. ("NuWave"), effective
February, 2005, who have the authority to trade as much of the Fund's equity
as is allocated to them by the General Partner that is currently estimated to
be 99% of total equity. Prior to July, 2004, the principal selling agent was
Futures Investment Company ("Futures"), which is controlled by Michael Pacult
and his wife. Effective July, 2004 the Fund began to sell direct on a best
efforts basis with no commissions.

      Regulation - The Fund is a registrant with the Securities and Exchange
Commission (SEC) pursuant to the Securities and Exchange Act of 1933 (the
Act). The Fund is subject to the regulations of the SEC and the reporting
requirements of the Act. 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 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.

      Registration Costs - Costs incurred for the initial filings with the
Securities and Exchange Commission, National Association of Securities
Dealers, Inc. 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.

                                     F-12


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2005, 2004 AND 2003

1.    NATURE OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES - CONTINUED

      Income Taxes - The Fund is not required to provide a provision for
income taxes. Income tax attributes that arise from its operations are passed
directly to the individual partners. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.

      Net Income Per Unit - Net income per unit is calculated based on the
weighted average number of units outstanding during the period.

      Statement of Cash Flows - For purposes of the Statement of Cash Flows,
the Fund considers cash, money market funds and U.S. Treasury Bills to be
cash equivalents.  Net cash provided by operating activities include no cash
payments for interest or income taxes for the years ended December 31, 2005,
2004 and 2003.

      Foreign Currency Transactions - The Fund's functional currency is the
U.S. dollar; however, it transacts business in currencies other than the U.S.
dollar.  Assets and liabilities denominated in currencies other than U.S.
dollar are translated into U.S. dollars at the rates in effect at the date of
the statement of financial condition.  Income and expense items denominated
in currencies other than the U.S. dollar are translated into U.S. dollars at
the rates in effect at each month end.  Gains and losses resulting from the
translation to U.S. dollars are reported in income currently.

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.

      If the daily net unit value of the partnership 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.










                                     F-13


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2005, 2004 AND 2003

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 Partners.

      Federal Income Tax Allocations - 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 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 - 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
business 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.  Effective January 1, 2004, redemption penalties
are no longer charged.

4.    FEES

      Prior to January 1, 2004, the Fund was charged the following fees:

      A monthly management fee of 2% (annual rate) of the Fund's net assets
allocated to the Fund's Corporate General Partner.

      A quarterly incentive fee of 25% of "new net profits" was paid to each
CTA.  "New net profits" includes all income earned by each CTA and expense
allocated to his activity.  In the event that trading produced a loss, no
incentive fees would be paid and all losses would be carried over to the
following months until profits from trading exceeded the loss.  It was
possible for one CTA to be paid an incentive fee during a quarter of a year
when the Fund experienced a loss.


                                     F-14


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2005, 2004 AND 2003

4.    FEES - CONTINUED

      The Fund paid a combination of fixed commissions and continuing service
fees 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 paid the costs to clear the trades to the futures
commission merchant and all PIT Brokerage costs which included the NFA and
exchange fees.

      Effective January 1, 2004, the Fund is charged the following fees:

      A monthly commission of 7% (annual rate) of the Fund's assets on
deposit with the futures commission merchant to the Fund's Corporate General
Partner.  The Corporate General Partner is responsible for payments of
brokerage commission and fees to the futures commission merchant.

      The quarterly incentive fee of 25% of "new net profits" paid to each
CTA is unchanged.

      A monthly continuing service fee of 4% (annual rate) of the investment
in the Fund (as defined) will be paid to the selling agent.

      Effective June 1, 2004, the monthly commission was changed from 7% to
11% and the continuing service fee was eliminated.

      Effective February 1, 2005, the Fund added a new CTA, NuWave. Nu Wave's
quarterly incentive fee is 20% of "new net profits" and also receives a
monthly management fee of 2% (annualized) on the first $2,000,000 in
allocated equity and 1% on the allocated equity above $2,000,000. NuWave was
allocated $2,000,000 in equity on February 1, 2005.

      The Corporate General Partner reserves the right to change the fee
structure at his sole-discretion.

5.    RELATED PARTY TRANSACTIONS

      The Fund expensed the following amounts to related parties during the
years ended December 31, 2005, 2004 and 2003:

                                          2005      2004      2003

  Commission/Management Fee - Ashley   $1,471,651 $792,870  $210,478

  Commission - Futures                 $        - $      -  $396,020

  Continuing Service Fee - Futures     $        - $131,711  $ 22,466







                                     F-15


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2005, 2004 AND 2003


5.    RELATED PARTY TRANSACTIONS- CONTINUED

      Financial Accounting Standards Board Interpretation No. 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, Including Indirect
Guarantees of Indebtedness of Others, identifies certain disclosures to be
made by a guarantor in its financial statements about its obligations under
certain guarantees that it has issued. 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
unasserted and unknown claims, but expects the risk of having to make any
payments under these indemnifications to be remote.

6.    TRADING ACTIVITIES AND RELATED RISKS

      The Fund is engaged in speculative trading of U.S. and foreign futures
contracts in commodities. 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 and Treasury Bills in trading accounts are
pledged as collateral for commodities 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, and the
futures commission merchant establish minimum margin requirements for each
traded contract. The futures commission merchant may increase the margin
requirements above these minimums for any or all contracts. In general, the
amount of required margin should never fall below 10% of the Net Asset Value.
The cash deposited in trading accounts at December 31, 2005 and 2004 was
$1,986,606 and $531,057, respectively, which equals approximately 12% and 5%
of Net Asset Value, respectively.  The Fund also purchases United States
Treasury bills as a form of margin.  At December 31, 2005 and 2004,
$14,836,072 and $11,749,189, respectively, was invested in U.S. Treasury
Bills, which approximates 88% and 99% of Net Asset Value, respectively.














                                     F-16


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2005, 2004 AND 2003


6.    TRADING ACTIVITIES AND RELATED RISKS- CONTINUED

      Trading in futures contracts involves entering into contractual
commitments to purchase or sell a particular commodity 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 $44,907,000 and $36,661,000 on long positions
at December 31, 2005 and 2004, 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 commodity futures contracts
at December 31, 2005, and 2004 were $250,899 and $(97,995), respectively.

      Open contracts generally mature within three months and as of December
31, 2005, the latest maturity date for open futures contracts is September,
2006. However, the Fund intends to close all contracts prior to maturity.

      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.




                                     F-17


                    ATLAS FUTURES FUND, LIMITED PARTNERSHIP
                       (A Delaware Limited Partnership)

                         NOTES TO FINANCIAL STATEMENTS

                       DECEMBER 31, 2005, 2004 AND 2003

7.    FINANCIAL HIGHLIGHTS

                                               Year to Date

                               2005     2004      2003       2002     2001
  Performance per Unit (3)
  Net unit value, beginning
   of year                  $2,731.41 $1,750.45 $1,311.50 $1,181.89 $1,253.33

  Net realized and unrealized
   gains/losses on commodity
   transactions              1,206.19  1,573.93    735.70    298.13   (12.68)
  Investment and other income   80.59     27.57     18.43     18.32    38.70
  Expenses (1)                (661.11)  (620.54)  (315.18)  (186.84)  (97.46)

  Net increase (decrease)
   for the year                625.67    980.96    438.95    129.61   (71.44)

  Net unit value, end
   of year                  $3,357.08 $2,731.41 $1,750.45 $1,311.50 $1,181.89

  Net assets, end of
   period (000)             $  16,842 $  11,791 $   7,690 $   6,200 $   6,102

  Total return                  22.91%    56.04%    33.47%    10.97%  (5.97)%

  Ratio to average net assets
    Investment and other income  2.57%     1.23%     1.10%     1.48%   3.36%
    Expenses (2)               (10.19)%  (17.91)%  (10.33)%   (7.62)% (3.09)%

  (1)  Includes brokerage commissions

  (2)  Excludes brokerage commissions

  (3)  Investment and other income and expenses is calculated using average
number of units outstanding during the year. Net realized and unrealized
gains/losses on commodity transactions is a balancing amount necessary to
reconcile the change in net unit value.















                                     F-18