Amendment No. 1 to 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  12-31-2006
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)

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act.   Yes [ ] No	[X]

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 [ ] No [X]

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 a large accelerated filer,
an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer and large accelerated filer" in Rule 12b-2 of the Exchange
Act. (Check one):

Large accelerated filer [  ] Accelerated filer [  ] Non-accelerated filer [X]

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

Yes [ ] No [X]

State the aggregate 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.:  None.

There is no market for the Units of partnership interests and none is
expected to develop.  The Registrant is a commodity pool.  The Units are
registered to permit the initial sale of Units at month end net asset value.

<page>
                               EXPLANATORY NOTE

The registrant is filing this Amendment No. 1 on Form 10-K/A (the "Amendment")
to its annual report on Form 10-K for the fiscal year ended December 31, 2006,
originally filed April 2, 2007 (the "Annual Report"), for the purpose of
making the following changes: (1) revision of financials included herein
beginning on page F-1 pursuant to Item 8 herein to (a) provide three years of
financial information for the statements of operations, changes in net assets,
and cash flows, and (b) provide opinions by independent accountants for all
periods covered by the financial statements; and, (2) revise Item 9A to
identify the changes in controls and procedures that the General Partner has
made.  In addition, the registrant is also including as exhibits to this
Amendment the certifications required pursuant to Sections 302 and 906 of the
Sarbanes-Oxley Act of 2002. Except as described above, this Amendment does not
modify or update the Fund's previously reported financial statements and other
disclosures in, or exhibits to, the original filing.

Item 8.  Financial Statements and Supplementary Data.

The Fund financial statements meeting the requirements of Regulation S-X are
provided in this Amendment beginning on page F-1.  The supplementary financial
information specified by Item 302 of Regulation S-K was included in Item 6.
Selected Financial Data of the registrant's Annual Report.

Item 9A.  Controls and Procedures.

In the Fund's previously-filed Annual Report on Form 10-K for the year ended
December 31, 2006 (the "Annual Report"), the General Partner of the Fund,
under the actions of its sole principal, Michael Pacult, 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 December 31, 2006 and found them
adequate.  In May, 2007, management was informed by the SEC that its
financials did not conform to SEC requirements because (1) the financials
contained only two, and not three, years of financial information for the
statements of operations, changes in net assets, and cash flows, and (2) the
audit opinion did not cover all financial periods stated.  Because of these
omissions, management has re-evaluated its prior conclusion regarding the
effectiveness of the design and operation of its disclosure controls and
procedures as of December 31, 2006 with respect to the Fund.  Based upon Mr.
Pacult's re-evaluation, conducted under Exchange Act Rule 13a-15 or 15d-15(e),
he concluded that the omissions were caused by a personnel problem, were the
result of obvious human error and lack of attention to detail, and that the
Fund's disclosure controls and procedures were accordingly not effective as of
December 31, 2006.  To remediate the situation, Mr. Pacult has severely
reprimanded those persons who prepared and reviewed the financial statements
included in the Annual Report.  Mr. Pacult accepts total responsibility for
the financial statements of the Fund and filings made with the SEC, including
the Annual Report and this Amendment.

There have been 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 fourth quarter of fiscal year 2006 and through the
date of this Amendment that have materially affected, or are reasonably likely
to materially affect, internal control over financial reporting applicable to
the Fund.

Item 15.  Exhibits, Financial Statement Schedules

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

1. All Financial Statements

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

2. Financial Statement Schedules required to be filed by Item 8 of this form,
and by paragraph (b) below.

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

3. List of those Exhibits required by Item 601 of Regulation S-K (sec. 229.601
of this chapter) and by paragraph (b) below.

                                       2
<page>
Incorporated by reference from the Fund's Registration Statement on Form S-1,
and all amendments at file No. 333-61217 previously filed with the Securities
and Exchange Commission.

31.1 Certification of CEO and CFO pursuant to Section 302
32.2 Certification of CEO and CFO pursuant to Section 906

(b)	Exhibits required by Item 601 of Regulation S-K (sec. 229.601 of this
chapter).

See response to 15(a)(3), above.

(c)	Financial statements required by Regulation S-X (17 CFR 210) which are
excluded from the annual report to shareholders by Rule 14a-3(b) including (1)
separate financial statements of subsidiaries not consolidated and fifty
percent or less owned persons; (2) separate financial statements of affiliates
whose securities are pledged as collateral; and (3) schedules.

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 Amendment No. 1 to
Form 10-K for the period ended December 31, 2006, 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: July 3, 2007		By: /s/ Michael Pacult
 				Mr. Michael P. Pacult
 				Sole Director, Sole Shareholder
 				President and Treasurer


                                       3
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Index to the Financial Statements





									Page

Report of Independent Registered Public Accounting Firm			F-2

Report of Independent Registered Public Accounting Firm			F-3

Statements of Assets and Liabilities					F-4

Schedule of Investments - Cash and Securities - December 31, 2006	F-5

Schedules of Investments - Futures Contracts - December 31, 2006	F-6 - F-7

Schedule of Investments - Cash and Securities - December 31, 2005	F-8

Schedules of Investments - Futures Contracts - December 31, 2005	F-9

Statements of Operations						F-10

Statements of Changes in Net Assets					F-11

Statements of Cash Flows						F-12

Notes to Financial Statements						F-13 - F18

Affirmation of Commodity Pool Operator					F-19














                                      F-1

<page>
                       Jordan, Patke & Associates, Ltd.
                         Certified Public Accountants
            Report of Independent Registered Public Accounting Firm



To the Partners of
Atlas Futures Fund, Limited Partnership
Dover, Delaware




We have audited the accompanying statements of assets and liabilities of Atlas
Futures Fund, Limited Partnership, including the schedules of investments,  as
of December 31, 2006, and the related statements of operations, changes in net
assets and cash flows for the year then ended.  These financial statements are
the responsibility of the Company's management.  Our responsibility is to
express an opinion on these financial statements based on our audit.

We conducted our audit 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.  Atlas Futures Fund,
Limited Partnership 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 Atlas Futures
Fund, Limited Partnership internal control over financial reporting.
Accordingly, we express no such opinion. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation.  We believe that our audit provides 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, 2006, and the results of its operations, its
changes in net assets and its cash flows for the year then ended in conformity
with accounting principles generally accepted in the United States of America.



/s/ Jordan, Patke & Associates, Ltd.
Jordan, Patke & Associates, Ltd.
Lincolnshire, Illinois
March 27, 2007




      300 Village Green Drive, Suite 210 * Lincolnshire, Illinois 60069
                Phone: (847) 913-5400 * Fax:  (847) 913-5435
                                      F-2

<page>
                            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 statement of
assets and liabilities, including the schedule of investments, of ATLAS
FUTURES FUND, LIMITED PARTNERSHIP as of December 31, 2005, and the related
statements of operations, changes in net assets and cash flows for each of the
two 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 the results of its operations and its cash flows for each of the two 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-3
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                     Statements of Assets and Liabilities

<table>

									<c>		<c>
  										December 31,
									2006		2005
                                    Assets
  Investments
    Equity in commodity futures trading accounts:

      Cash and cash equivalents						$15,435,188	$16,856,751
      Net unrealized gain on open futures contracts			1,933,681	250,902

 		Total brokerage cash equivalents and
		 investments						17,368,869	17,107,653

  Cash									56,030		88,004

 	 Total assets							17,424,899	17,195,657

Liabilities

  Partner redemptions payable						166,223		117,164
  Accrued commissions payable to related parties			8,013		15,555
  Management fees payable						15,541		13,110
  Incentive fees payable						219,487		170,919
  Other accrued liabilities						849		37,128

	  Total Liabilities						410,113		353,876

Net assets								$17,014,786	$16,841,781


Analysis of Net Assets

  Limited partners							$17,014,786	$16,841,781
  General partner							-		-

 	Net assets (equivalent to $3,489.87 and
	 $3,357.08 per unit)						$17,014,786	$16,841,781


Partnership units outstanding

  Limited partners units outstanding					4,875.48	5,016.79
  General partner units outstanding					-		-

 	 Total partnership units outstanding				4,875.48	5,016.79
</table>


                                      F-4
    The accompanying notes are an integral part of the financial statements
<page>
                     Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                 Schedule of Investments - Cash and Securities

                               December 31, 2006

<table>

							<c>		<c>		<c>		<c>		<c>		<c>
														Fair Value
													________________________________
Description						Maturity Date	Cost		Face Value	Local Currency	U.S. Dollars	Percent

Cash and cash equivalents in trading accounts:

Cash denominated in U. S. Dollars:
  United States Markets											696,781		$696,781	4.51%

	Total cash denominated in U. S. Dollars										696,781		4.51%

Cash equivalents denominated in U.S. Dollars:
  United States Treasury Bill				March 2007	$10,373,181	$10,500,000	10,395,342	10,395,342	67.35%
  United States Treasury Bill				March 2007	987,967		1,000,000	990,051		990,051		6.41%
  United States Treasury Bill				January 2007	790,010		800,000		797,417		797,417		5.17%
  United States Treasury Bill				February 2007	1,777,843	1,800,000	1,790,777	1,790,777	11.60%
United States Treasury Bill				February 2007	987,738		1,000,000	993,841		993,841		6.44%

	Total cash equivalents denominated in
	 U.S. Dollars							$14,916,738	$15,100,000			14,967,428	96.97%

		Total cash and cash equivalents
		 denominated in U.S. Dollars										15,664,209	101.48%

Cash denominated in foreign currency:
  Euro Markets - Euro											165,260		218,102		1.41%
  British Pound Markets - GBP										(178,240)	(349,136)	-2.26%
  Australian Dollar Markets - AUD									(197,553)	(155,958)	-1.01%
  Hong Kong Dollar Markets - HKD									124,370		15,989		0.10%
  Japanese Yen Markets - JPY										4,997,745	41,982		0.27%

	Total cash denominated in foreign currency									(229,021)	-1.48%

		Total investments											$15,435,188	100.00%

</table>

                                      F-5
    The accompanying notes are an integral part of the financial statements
<page>

                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                  Schedule of Investments - Futures Contracts
                               December 31, 2006

<table>

								<c>		<c>		<c>		<c>
  													Fair Value
												_____________________________
Description							Expiration Date	Contracts	Local Currency	USD

Net unrealized gain (loss) on open futures contracts

  United States commodity futures positions held long:
    CBOT Soybeans						March 2007	55		29,562		$29,562
    CBT Bean Meal						March 2007	110		24,570		24,570
    CSC Coffee C						March 2007	55		46,744		46,744
    CBOT Corn							March 2007	5		4,038		4,038
    CBOT Wheat							March 2007	13		(2,025)		(2,025)
    CBT T Note 10Y						March 2007	10		(7,813)		(7,813)
    CBOT Gold							February 2007	1		(1,320)		(1,320)
    CSC Coffee C						March 2007	8		(4,688)		(4,688)
    05 LME Alum US						March 2007	1		125		125
    08 LME Alum US						March 2007	1		(556)		(556)
    IMM AU Dollar						March 2007	7		2,425		2,425
    IMM B-Pounds						March 2007	12		3,075		3,075
    IM Canadian $						March 2007	2		(2,410)		(2,410)
    IMM Euro FX							March 2007	11		(750)		(750)
    IMM Euro DLR						September 2007	53		(15,900)	(15,900)
    EMINI S&P 500						March 2007	2		150		150

  	Total United States Commodity Futures Positions								75,227

  Japanese commodity futures positions held long:
    SMX Nikkei							March 2007	17		6,865,000	57,667

  	Total Japanese commodity futures positions held long							57,667

  Euro commodity futures positions held long:
    Eurex E-Bund						March 2007	11		(13,540)	(17,869)

  	Total European commodity futures positions held long							(17,869)

  British commodity futures positions held long:
    NEW FTSE 100						March 2007	2		810		1,587

  	Total British commodity futures positions held long							1,587

  	Total commodity futures positions held long								116,612


  United States commodity futures positions held short:
    CMX HG Copper						March 2007	110		483,088		483,088
    NY Natural Gas						March 2007	55		647,350		647,350
    IMM J YEN							March 2007	55		29,563		29,563
    CBOT Soybeans						March 2007	11		(11,825)	(11,825)
    CBOT Silver							March 2007	1		(380)		(380)
    NY LT Crude							February 2007	10		24,370		24,370
    NY Heating Oil						February 2007	8		6,023		6,023
    NY Natural Gas						February 2007	4		15,930		15,930
    NYM RBOB Gas						February 2007	5		(9,891)		(9,891)
    21 LME CO							February 2007	1		13,739		13,739
    05  LME Copper US						March 2007	1		16,357		16,357
    14 LME Copper US						March 2007	1		12,825		12,825
    NYC Cotton							March 2007	14		(5,355)		(5,355)
    IMM J YEN							March 2007	23		47,831		47,831

  	Total United States commodity futures positions held short						1,269,625

  Australian commodity futures positions held short:
    SYD T Bill 90D						June 2007	165		2,627		2,074
    SFE 3Y T-Bond						March 2007	55		8,929		7,049
    SFE 10Y T-Bond						March 2007	11		5,820		4,594

  	Total Australian commodity futures positions held short							13,717

</table>

                                      F-6
    The accompanying notes are an integral part of the financial statements
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

            Schedule of Investments - Futures Contracts, Continued
                               December 31, 2006


<table>

								<c>		<c>		<c>		<c>
  													Fair Value
												_____________________________
Description							Expiration Date	Contracts	Local Currency	USD

Net unrealized gain (loss) on open futures contracts, con't.

  British commodity futures positions held short:
    LIF Long GILT						March 2007	220		192,500		$377,069
    LIF 3M STG IR						June 2007	55		3,438		6,733
    LIF Long GILT						March 2007	11		18,120		35,493
    LIF 3M STG IR						September 2007	20		(1,250)		(2,449)

  	Total British commodity futures positions held short							416,846

  Euro commodity futures positions held short:
    LIF 3m EURIBOR						March 2007	110		3,438		4,537
    Eurex EUROBOBL						March 2007	55		33,000		43,552
    EURX E-Bund							March 2007	55		35,200		46,455
    EURO E-Schatz						March 2007	55		15,125		19,961
    LIF 3M EURIBOR						September 2007	16		1,800		2,376

  	Total Euro commodity futures positions held short							116,881

  		Total commodity futures positions held short							1,817,069

 			 Net commodity futures positions							$1,933,681

</table>

                                      F-7
    The accompanying notes are an integral part of the financial statements
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                 Schedule of Investments - Cash and Securities

                               December 31, 2005



<table>

							<c>		<c>		<c>		<c>		<c>
												Fair Value
											________________________________
Description						Maturity Date	Face Value	Local Currency	U.S. Dollars	Percent

Cash and cash equivalents in trading accounts:

Cash denominated in U. S. Dollars:
  United States Markets									1,516,844	$1,516,844	9.00%

Total cash denominated in U. S. Dollars									1,516,844	9.00%

Cash equivalents denominated in U.S. Dollars:
  United States Treasury Bill				March 2006	$10,900,000	10,812,162	10,812,162	64.14%
  United States Treasury Bill				March 2006	1,800,000	1,787,650	1,787,650	10.60%
  United States Treasury Bill				February 2006	1,100,000	1,095,335	1,095,335	6.50%
  United States Treasury Bill				February 2006	600,000		597,064		597,064		3.54%
  United States Treasury Bill				January 2006	580,000		577,934		577,934		3.43%

	Total cash equivalents denominated in U.S. Dollars		$14,980,000			14,870,145	88.21%

		Total cash and cash equivalents denominated in U.S. Dollars				16,386,989	97.21%

Cash denominated in foreign currency:
  Euro Markets - Euro									500,710		592,040		3.51%
  British Pound Markets - GBP								(52,969)	(91,011)	-0.54%
  Australian Dollar Markets - AUD							(116,451)	(85,440)	-0.51%
  Hong Kong Dollar Markets - HKD							13,364		1,724		0.01%
  Japanese Yen Markets - JPY								6,170,471	52,449		0.31%

	Total cash denominated in foreign currency							469,762		2.78%

		Total investments									$16,856,751	100%

</table>

                                      F-8
    The accompanying notes are an integral part of the financial statements
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                  Schedule of Investments - Futures Contracts
                               December 31, 2005


<table>

								<c>		<c>		<c>		<c>
  													Fair Value
												_____________________________
Description							Expiration Date	Contracts	Local Currency	USD

Net unrealized gain (loss) on open futures contracts

  United States commodity futures positions held long:
    CBOT Soybeans						March 2006	68		(32,162)	$(32,162)
    CBT Bean Meal						March 2006	62		(29,140)	(29,140)
    CBT T-Bonds							March 2006	62		(9,688)		(9,688)
    CME Cattle							February 2006	76		18,540		18,540
    CMX HG Copper						March 2006	62		19,200		19,200
    LME Aluminum US						January 2006	8		51,081		51,081
    LME Aluminum US						February 2006	2		1,087		1,087
    LME Copper							March 2006	1		13,022		13,022
    CSC Sugar II						January 2006	58		187,656		187,656
    KC Wheat							March 2006	62		4,288		4,288
    IMM Mexican Peso						March 2006	62		11,963		11,963
    IMM British Pounds						March 2006	2		(6,400)		(6,400)
    IMM Canadian Dollar						March 2006	5		(2,200)		(2,200)
    CBOT Corn							March 2006	19		8,800		8,800
    CBOT Wheat							March 2006	2		238		238
    CMX Gold							March 2006	1		2,260		2,260
    CMX Silver							February 2006	1		200		200
    Emini S&P 500						March 2006	8		(4,000)		(4,000)
    NY Light Crude						March 2006	4		1,810		1,810
    NY Heating Oil						February 2006	1		3,352		3,352
    NY Unleaded Gas						February 2006	1		7,178		7,178
    NY Natural Gas						February 2006	1		(1,050)		(1,050)

  	Total United States Commodity Futures Positions						246,035		246,035

  Japanese commodity futures positions held long:
    SGX MINI JGB						March 2006	5		249,059		2,117
    SMX Nikkei							March 2006	4		976,235		8,298

  	Total Japanese commodity futures positions held long					1,225,294	10,415

  Euro commodity futures positions held long:
    DAB DAX Index						March 2006	3		8027		9488
    Eurx E-Bond							March 2006	1		60		71

  	Total European commodity futures positions held long					8,087		9,559

  British commodity futures positions held long:
    NEW FTSE 100						March 2006	5		4,450		7,646
    LIF Long Gilt						March 2006	5		3,550		6,100
    CAP 3M STG							September 2006	9		12		21

  	Total British commodity futures positions held long					8,012		13,767

  Hong Kong commodity futures positions held long:
    HG								January 2006	5		73,729		(9,511)

  	Total European commodity futures positions held long					73,729		(9,511)

  Australian commodity futures positions held long:
    SFE SPI 200							March 2006	1		3,352		2,459
    SFE 10Y T-Bond						March 2006	6		12,572		9,224
    SFE 3Y T-bond						March 2006	62		10,333		7,581

  	Total Australian commodity futures positions held long					26,257		19,264

		  Total commodity futures positions held long							289,529

  United States commodity futures positions held short:
    CBT T-Note 2Y						March 2006	58		(12,813)	(12,813)
    IMM Euro FX							March 2006	65		(28,656)	(28,656)
    IMM Euro Dollar						March 2006	65		23,825		23,825
    CSC Coffee C						March 2006	3		(7,819)		(7,819)
    IMM Japanese Yen						March 2006	5		(10,406)	(10,406)

  	Total United States commodity futures positions held short				(35,869)	(35,869)

  Euro commodity futures positions held short:
    LIF 3M Euribar						September 2006	9		338		399
    3M Monep CAC40 EU						January 2006	2		(920)		(1,088)
    Euro E-Schatz						March 2006	62		(1,750)		(2,069)

  	Total Euro commodity futures positions held short					(2,332)		(2,758)

	  Total commodity futures positions held short								(38,627)

		  Net commodity futures positions								$250,902

</table>

                                      F-9
    The accompanying notes are an integral part of the financial statements
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                           Statements of Operations


<table>

									<c>		<c>		<c>
										Year ended December 31,
									2006		2005		2004

Investment income

  Interest income							$692,736	$383,902	$116,543

	  Total investment income					692,736		383,902		116,543

Expenses
  Commission expense							1,829,489	1,628,082	921,708
  Management fees							53,217		42,142		-
  Continuing service fee						-		-		131,711
  Incentive fees							543,763		1,328,137	1,428,902
  Professional accounting and legal fees				111,210		140,296		117,343
  Other operating and administrative expenses				8,421		10,624		23,411

	Total expenses							2,546,100	3,149,281	2,623,075

	  Net investment loss						(1,853,364)	(2,765,379)	(2,506,532)

Realized and unrealized gain (loss) from investments and foreign currency

Net realized gain (loss) from:
  Investments								1,201,655	5,355,716	7,430,148
  Foreign currency transactions						(420,557)	(29,971)	(576)

Net realized gains from investments and foreign currency transactions
									781,098		5,325,745	7,429,572

Net increase in unrealized appreciation (depreciation) on:
  Investments								1,137,767	348,895		(792,255)
  Translation of assets and liabilities in foreign currencies		542,898		-		-

    Net unrealized appreciation (depreciation) on investments and
     translation of assets and liabilities in foreign currencies	1,680,665	348,895		(792,255)

       Net realized and unrealized income from investments
        and foreign currency						2,461,763	5,674,640	6,637,317

         Net increase in net assets resulting from operations		$608,399	$2,909,261	$4,130,785


Net income per unit
  Limited partnership unit						$122.22		$610.72		$977.22
  General partnership unit						$-		$-		$-

</table>
                                      F-10
    The accompanying notes are an integral part of the financial statements
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                      Statements of Changes in Net Assets


<table>

									<c>		<c>		<c>
										Year ended December 31,
									2006		2005		2004


Increase (decrease) in net assets from operations
  Net investment (loss)							$(1,853,364)	$(2,765,379)	$(2,506,532)
  Net realized gains from investments and foreign currency transactions	781,098		5,325,745	7,429,572
  Net unrealized appreciation (depreciation) on investments and
   translation of assets and liabilities in foreign currencies		1,680,665	348,895		(792,255)

	Net increase in net assets resulting from operations		608,399		2,909,261	4,130,785

  Capital contributions from limited partners				869,489		2,739,224	1,692,212
  Distributions to limited partners					(1,304,883)	(597,653)	(1,721,845)

	Total increase in net assets					173,005		5,050,832	4,101,152

  Net assets at the beginning of the year				16,841,781	11,790,949	7,689,797

  Net assets at the end of the year					$17,014,786	$16,841,781	$11,790,949
</table>


                                      F-11
    The accompanying notes are an integral part of the financial statements
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                           Statements of Cash Flows



<table>

									<c>		<c>		<c>
										Year ended December 31,
									2006		2005		2004

Cash Flows from Operating Activities

Net increase in net assets resulting from operations			$608,399	$2,909,261	$4,130,785

Adjustments to reconcile net increase in net assets from
 operations to net cash provided by (used in) operating activities:

  Changes in operating assets and liabilities:

    Unrealized appreciation (depreciation) on investments		(1,682,779)	(348,897)	792,255
    Increase (decrease) in accrued commissions payable			(7,542)		141		14,927
    Increase (decrease) in accrued management and incentive fees	50,999		(191,814)	362,733
    Increase in prepaid incentive fees					-		-		94,433
    Increase (decrease) in other payables and accruals			(36,279)	25,228		(19,887)

	Net cash provided by (used in) operating activities		(1,067,202)	2,393,919	5,375,246


Cash Flows from Financing Activities

  Proceeds from sale of units, net of sales commissions			869,489		2,739,224	1,692,212
  Partner redemptions							(1,255,824)	(509,235)	(1,721,845)

    Net cash provided  by (used in) financing activities		(386,335)	2,229,989	(29,633)

      Net increase (decrease) in cash and cash equivalents		(1,453,537)	4,623,908	5,345,613

      Cash and cash equivalents, beginning of period			16,944,755	12,320,847	6,975,234


      Cash and cash equivalents, end of period				$15,491,218	$16,944,755	$12,320,847


End of year cash and cash equivalents consist of:

  Cash and cash equivalents at broker					$15,435,188	$16,856,751	$12,302,558
  Cash									56,030		88,004		18,289

	Total cash and cash equivalents					$15,491,218	$16,944,755	$12,320,847
</table>


                                      F-12
    The accompanying notes are an integral part of the financial statements
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


1.  Nature of the Business

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 registered commodity trading advisors ("CTA's") are Clarke Capital
Management, Inc. ("Clarke"), which has served as CTA since commencement of
Fund business, and NuWave Investment Corp. ("NuWave"), which became a CTA
effective February, 2005.  The CTA's have the authority to trade as much of
the Fund's equity as is allocated to them by the General Partner, which is
currently estimated to be 99% of total equity.  Prior to July, 2004, the
principal selling agent was Futures Investment Company ("FIC"), which is
controlled by Michael Pacult and his wife. Effective July, 2004 the Fund began
to sell issuer direct on a best efforts basis with no sales commissions.

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.

2.  Significant Accounting Policies

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, in addition to the 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.

Interest income is recognized when it is earned.

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.

Income Taxes - The Fund, a regulated investment company, is not required to
provide a provision for income taxes. Each partner is individually liable for
the tax on its share of income or loss. The Fund may be subject to state and
local taxes in jurisdictions in which it operates.  The Fund prepares a
calendar year information tax return

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 the market value of 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, 2006, 2005 and 2004.

                                      F-13
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004

2.  Significant Accounting Policies - Continued

Foreign Currency - Investment securities and other assets and liabilities
denominated in foreign currencies are translated into U.S. dollar amounts at
the date of valuation.  Purchases and sales of investment securities and
income and expense items denominated in foreign currencies are translated into
U.S. dollar amounts on the respective dates of such transactions.

The Company does not isolate that portion of the results of operations
resulting from changes in foreign exchange rates on investments from the
fluctuations arising from changes in market prices of securities held.  Such
fluctuations are included with the net realized and unrealized gain or loss
from investments.

Reported net realized foreign exchange gains or losses arise from sales of
foreign currencies, currency gains or losses realized between the trade and
settlement dates on securities transactions, and the difference between the
amounts of dividends, interest, and foreign withholding taxes recorded on the
Fund's books and the U.S. dollar equivalent of the amounts actually received
or paid.  Net unrealized foreign exchange gains and losses arise from changes
in the fair values of assets and liabilities, other than investments in
securities at fiscal period end, resulting from changes in exchange rates.

3.  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.

4.  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 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.

                                      F-14
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


5.  Fees

Effective January 1, 2004, the Fund was 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 was responsible for payments of brokerage commission
and fees to the futures commission merchant.

A 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.  NuWave's
quarterly incentive fee was 20% of "new net profits" and also received 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.

Effective February 6, 2006, the Corporate General Partner began paying 4% of
the 11% of received brokerage commissions to FIC for serving as introducing
broker to the Fund.

Effective December 1, 2006, the Fund changed the monthly management fee to
NuWave to a percentage based on the rate of trading assigned by NuWave and
approved by the General Partner of up to 3% (annualized) on the first
$2,000,000 in allocated equity and up to 2% on the allocated equity above
$2,000,000.  The incentive fee of 20% remains unchanged.

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

6.  Related Party Transactions

The Fund has an agreement to pay commissions and fees to two related parties,
Ashley Capital Management, the Fund's General Partner and Futures Investment
Company, the introducing broker.  These related parties are 100% owned by
Michael Pacult, the Fund's CPO.  Related party commissions and fees were as
follows:

Commissions and fees included in expense:

					Year ended December 31,
				2006		2005		2004

Ashley Capital Management, Inc.	$747,549	$1,471,651	$792,870
Futures Investment Company	934,678		-		131,711

Total related party expenses	$1,682,227	$1,471,651	$924,581

Commissions and fees included in accrued expenses:

					December 31,
				2006		2005

Ashley Capital Management, Inc.	$4,482		$15,555
Futures Investment Company	3,531		-

Total accrued expenses to
 related parties		$8,013		$15,555

                                      F-15
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


6.  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
hypothetical claims, but expects the risk of having to make any payments under
these indemnifications to be remote.

7.  Partnership Unit Transactions

As of December 31, 2006, 2005 and 2004 partnership units were valued at
$3,489.87, $3,357.08 and $2,731.41 respectively.

Transactions in partnership units were as follows:

<table>

				<c>		<c>		<c>		<c>		<c>		<c>
						Units						Amount
				2006		2005		2004		2006		2005		2004

Limited Partner Units
  Subscriptions			257.31		900.87		723.76		$869,489	$2,739,224	$1,692,212
  Redemptions			(398.62)	(200.88)	(800.01)	(1,304,883)	(597,653)	(1,721,845)
	Total			(141.31)	699.99		(76.25)		(435,394)	2,141,571	(29,633)

General Partner Units
  Subscriptions			-		-		-		-		-		-
  Redemptions			-		-		-		-		-		-
	Total			-		-		-		-		-		-

Total Units
  Subscriptions			257.31		900.87		723.76		869,489		2,739,224	1,692,212
  Redemptions			(398.62)	(200.88)	(800.01)	(1,304,883)	(597,653)	(1,721,845)
	Total			(141.31)	699.99		(76.25)		$(435,394)	$2,141,571	$(29,633)
</table>


8.  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, 2006 and 2005 was
$467,760 and $1,986,606, respectively, which equals approximately 2.7% and
11.8% of Net Asset Value, respectively.
The Fund also purchases United States Treasury Bills as a form of margin.  At
December 31, 2006 and 2005, $14,967,428 and $14,870,145, respectively, was
invested in U.S. Treasury Bills, which approximates 88.0% and 88.3% of Net
Asset Value, respectively.

                                      F-16
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004


8.  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
$68,503,263 and $44,907,000 on long positions at December 31, 2006 and 2005,
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 on open commodity futures contracts at December 31,
2006 and 2005 were $1,933,681 and $250,902, respectively.

Open contracts generally mature within three months of December 31, 2006.  The
latest maturity for open futures contracts is in September, 2007. 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
<page>
                    Atlas Futures Fund, Limited Partnership
                       (A Delaware Limited Partnership)

                       Notes to the Financial Statements
             For the Years Ended December 31, 2006, 2005 and 2004

9.  Prior Year Reclassification

At December 31, 2006, U.S. Government Treasury Bills were shown at market
value on the Statement of Assets and Liabilities and were included as cash
equivalents on the Statement of Cash Flows.  Interest receivable of $34,073 at
December 31, 2005 was reclassified as U.S. Treasury Bills and shown as cash
equivalents in the Statement of Assets and Liabilities and Statement of Cash
Flows respectively for 2005.

10.  Derivative Financial Instruments and Fair Value of Financial Instruments

A derivative financial instrument is a financial agreement whose value is
linked to, or derived from, the performance of an underlying asset.  The
underlying asset can be currencies, commodities, interest rates, stocks, or
any combination.  Changes in the underlying asset indirectly affect the value
of the derivative.  As the instruments are recognized at fair value, those
changes directly affect reported income.

All investment holdings are recorded in the statement of financial condition
at their net asset value (fair value) at the reporting date.  Financial
instruments (including derivatives) used for trading purposes are recorded in
the statement of financial condition at fair value at the reporting date.
Realized and unrealized changes in fair values are recognized in net
investment gain (loss) in the period in which the changes occur.  Interest
income arising from trading instruments is included in the statement of
operations as part of interest income.

Notional amounts are equivalent to the aggregate face value of the derivative
financial instruments.  Notional amounts do not represent the amounts
exchanged by the parties to derivatives and do not measure the Fund's exposure
to credit or market risks.  The amounts exchanged are based on the notional
amounts and other terms of the derivatives.

11.  Financial Highlights
<table>

						<c>		<c>		<c>		<c>		<c>
									    Year to Date
						2006		2005		2004		2003		2002
Performance per unit (3)
  Net unit value, beginning of the year		$3,357.08	$2,731.41	$1,750.45	$1,311.50	$1,181.89

  Net realized and unrealized gains and losses
   on commodity transactions			505.12		1,206.19	1,573.93	735.70		298.13
  Investment and other income			139.17		80.59		27.57		18.43		18.32
  Expenses (1)					(511.50)	(661.11)	(620.54)	(315.18)	(186.84)

    Net increase for the year			132.79		625.67		980.96		438.95		129.61

	Net unit value at the end of the year	$3,489.87	$3,357.08	$2,731.41	$1,750.45	$1,311.50

Net assets at the end of the year ($000)	$17,015		$16,842		$11,791		$7,690		$6,200
Total return					3.94%		22.91%		56.04%		33.47%		10.97%

Ratio to average net assets
  Investment and other income			4.22%		2.57%		1.23%		1.10%		1.48%
  Expenses (2)					-4.36%		-10.19%		-17.91%		-10.33%		-7.62%
</table>

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

                                      F-18
<page>
              Atlas Futures Fund, Limited Partnership
            Affirmation of the Commodity Pool Operator
       For the Years Ended December 31, 2006, 2005 and 2004


******************************************************************************



To the best of the knowledge and belief of the undersigned, the information
contained in this report is accurate and complete.


/s/ Michael Pacult				July 3, 2007
Michael Pacult					Date
President, Ashley Capital Management, Inc.
General Partner
Atlas Futures Fund, Limited Partnership

                                      F-19
<page>