##### Table of Contents

---

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



---

FORM 10-Q



---



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

For the quarterly period ended September 30, 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:
333-115353



---

The
Beacon Financial Futures Fund, L.P.

(Exact name of registrant as specified in charter)



---



|                                                                                              |  |                                     
|--------------------------------------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                                                      |  | 20-0963234                          
|(State of Organization)                                                                       |  | (IRS Employer Identification Number)
|                                                                                              | 
|c/o Beacon Management Corporation (USA) 116 Village Boulevard Suite 210 Princeton, New Jersey |  | 08540                               
|(Address of principal executive offices)                                                      |  | (Zip Code)                          

(609) 514-1801

(Registrants telephone number, including area code)

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, and (2) has been subject to such filing requirements for the past 90
days.  Yes  x    No ̈

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.

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 Exchange Act.):  Yes ̈No  x

Total number of Pages: 16 plus exhibits



---



1



---

##### Table of Contents

PART I - FINANCIAL INFORMATION



|ITEM 1. | FINANCIAL STATEMENTS
|------- | --------------------

The following financial
statements of The Beacon Financial Futures Fund, L.P. are included in Item 1:



|                                                                                                             |  |     
|------------------------------------------------------------------------------------------------------------ |  | ----
|                                                                                                             |  | Page
|Financial Statements                                                                                         |  |     
|                                                                                                             | 
|Statements of Financial Condition as of September 30, 2006 (Unaudited) and December 31, 2005                 |  | 3   
|                                                                                                             | 
|Schedules of Investments as of September 30, 2006 (Unaudited) and December 31, 2005                          |  | 4   
|                                                                                                             | 
|Statements of Operations for the Three and Nine Months Ended September 30, 2006 and 2005 (Unaudited)         |  | 5   
|                                                                                                             | 
|Statements of Changes in Partners Capital for the Nine Months Ended September 30, 2006 and 2005 (Unaudited) |  | 6   
|                                                                                                             | 
|Net Asset Value Per General and Limited Partner Unit (Unaudited)                                             |  | 6   
|                                                                                                             | 
|Financial Highlights for the Three and Nine Months Ended September 30, 2006 and 2005 (Unaudited)             |  | 7   
|                                                                                                             | 
|Notes to the Financial Statements (Unaudited)                                                                |  | 8-11



2



---

##### Table of Contents

The Beacon Financial Futures Fund, L.P.

Statements of Financial Condition

September 30, 2006 (Unaudited) and December 31, 2005



|                                              |  |                   |         |                  |   |          
|--------------------------------------------- |  | ----------------- | ------- | ---------------- | - | ---------
|                                              |  | September 30,2006 |         | December 31,2005
|ASSETS                                        |  |                   |         |                  |   |          
|Equity in Brokerage Accounts                  |  |                   |         |                  |   |          
|Cash                                          |  | $                 | 827,233 |                  | $ | 1,022,740
|Net Unrealized Gain on Open Futures Contracts |  |                   | 12,616  |                  |   | 2,187    
|                                              |  |                   |         |                  |   |          
|Total Equity in Brokerage Accounts            |  |                   | 839,849 |                  |   | 1,024,927
|                                              |  |                  
|Other Cash                                    |  |                   | 51,608  |                  |   | 32,665   
|Escrow Account Receivable                     |  |                   |        |                  |   | 10,000   
|Accounts Receivable                           |  |                   | 9,522   |                  |   | 14,203   
|Deferred Offering Costs                       |  |                   | 37,091  |                  |   |         
|Other Assets                                  |  |                   |        |                  |   | 2,836    
|                                              |  |                   |         |                  |   |          
|TOTAL ASSETS                                  |  | $                 | 938,070 |                  | $ | 1,084,631
|                                              |  |                   |         |                  |   |          
|                                              |  |                  
|LIABILITIES & PARTNERS CAPITAL               |  |                   |         |                  |   |          
|Liabilities                                   |  |                   |         |                  |   |          
|Accrued Commissions                           |  | $                 | 86      |                  | $ | 115      
|Fixed Asset Fee Payable                       |  |                   | 4,872   |                  |   | 5,420    
|Accrued Expenses                              |  |                   | 10,071  |                  |   | 17,052   
|Redemptions Payable                           |  |                   | 9,106   |                  |   |         
|                                              |  |                   |         |                  |   |          
|Total Liabilities                             |  |                   | 24,135  |                  |   | 22,587   
|                                              |  |                   |         |                  |   |          
|                                              |  |                  
|Partners Capital                             |  |                   |         |                  |   |          
|General Partners Capital                     |  |                   | 294,820 |                  |   | 481,706  
|Limited Partners Capital                     |  |                   | 619,115 |                  |   | 580,338  
|                                              |  |                   |         |                  |   |          
|Total Partners Capital                       |  |                   | 913,935 |                  |   | 1,062,044
|                                              |  |                   |         |                  |   |          
|TOTAL LIABILITIES & PARTNERS CAPITAL         |  | $                 | 938,070 |                  | $ | 1,084,631
|                                              |  |                   |         |                  |   |          

See accompanying Notes to the Financial Statements.



3



---

##### Table of Contents

The Beacon Financial Futures Fund, L.P.

Schedules of Investments

September 30, 2006 (Unaudited) and December 31, 2005



|                              |  |                    |        |                      |                   |   |       |    |                      |  |       |  
|----------------------------- |  | ------------------ | ------ | -------------------- | ----------------- | - | ----- | -- | -------------------- |  | ----- | -
|                              |  | September 30, 2006 |        |                      | December 31, 2005 |  
|Description                   |  | Value              |        | % ofPartnersCapital |                   |   | Value |    | % ofPartnersCapital | 
|                              |  | (Unaudited)        |        |                      |                   |   |       |    |                      | 
|LONG FUTURES CONTRACTS        |  |                    |        |                      |                   |   |       |    |                      |  |       |  
|Currencies                    |  | $                  | 229    |                      | 0.01              | % |       | -$ | 2,900                |  | -0.27 | %
|Interest Rate Instruments     |  |                    | 8,250  |                      | 0.90              | % |       |    |                     |  | 0.00  | %
|                              |  |                    |        |                      |                   |   |       |    |                      |  |       |  
|Total long futures contracts  |  | $                  | 8,479  |                      | 0.91              | % |       | -$ | 2,900                |  | -0.27 | %
|                              |  |                    |        |                      |                   |   |       |    |                      |  |       |  
|                              |  |                    |        |                     
|SHORT FUTURES CONTRACTS       |  |                    |        |                      |                   |   |       |    |                      |  |       |  
|Currencies                    |  | $                  | 4,137  |                      | 0.45              | % |       | $  | 6,866                |  | 0.65  | %
|Interest Rate Instruments     |  |                    |       |                      | 0.01              | % |       |    | -1,780               |  | -0.17 | %
|                              |  |                    |        |                      |                   |   |       |    |                      |  |       |  
|Total short futures contracts |  | $                  | 4,137  |                      | 0.46              | % |       | $  | 5,087                |  | 0.48  | %
|                              |  |                    |        |                      |                   |   |       |    |                      |  |       |  
|Total futures contracts       |  | $                  | 12,616 |                      | 1.37              | % |       | $  | 2,187                |  | 0.21  | %
|                              |  |                    |        |                      |                   |   |       |    |                      |  |       |  

See accompanying Notes to the Financial Statements.



4



---

##### Table of Contents

The Beacon Financial Futures Fund, L.P.

Statements of Operations

For the Three and Nine Months Ended September 30, 2006 and 2005 (Unaudited)



|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|----------------------------------------------------------------------------------------------------------------------- |  | ------------------ | ------- | - | ----------------- | - | ------- | ----------------- |  | - | ----------------- | - |  | - | ------- | -
|                                                                                                                        |  | Three Months Ended |         |   | Nine Months Ended |  
|                                                                                                                        |  | September 30,2006  |         |   | September 30,2005 |   |         | September 30,2006 |  |   | September 30,2005 |  
|Income                                                                                                                  |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|                                                                                                                        |  |                    |         |  
|Trading Gains and Losses                                                                                                |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Change in Unrealized                                                                                                    |  | $                  | 6,464   |   |                   | $ | 19,996  |                   |  | $ | 10,429            |   |  | $ | 31,833  |  
|Realized                                                                                                                |  |                    | (13,086 | ) |                   |   | (7,453  | )                 |  |   | (19,072           | ) |  |   | (30,347 | )
|Brokerage Commissions                                                                                                   |  |                    | (604    | ) |                   |   | (1,133  | )                 |  |   | (3,429            | ) |  |   | (1,977  | )
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Total Trading Gains and Losses                                                                                          |  |                    | (7,226  | ) |                   |   | 11,410  |                   |  |   | (12,072           | ) |  |   | (491    | )
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Investment Income                                                                                                       |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Interest Income                                                                                                         |  |                    | 11,143  |   |                   |   | 8,424   |                   |  |   | 33,200            |   |  |   | 15,753  |  
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Expenses                                                                                                                |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|                                                                                                                        |  |                    |         |  
|Fixed Asset Fee                                                                                                         |  |                    | 15,213  |   |                   |   | 15,548  |                   |  |   | 47,048            |   |  |   | 25,998  |  
|Professional Fees                                                                                                       |  |                    | 9,530   |   |                   |   | 12,926  |                   |  |   | 44,958            |   |  |   | 21,075  |  
|Operating Expenses                                                                                                      |  |                    | 1,192   |   |                   |   | 2,709   |                   |  |   | 9,874             |   |  |   | 4,162   |  
|Offering Expenses                                                                                                       |  |                    | 18,919  |   |                   |   | 375     |                   |  |   | 35,613            |   |  |   | 375     |  
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Total expenses before reimbursement of expenses                                                                         |  |                    | 44,854  |   |                   |   | 31,558  |                   |  |   | 137,493           |   |  |   | 51,610  |  
|                                                                                                                        |  |                    |         |  
|Less: reimbursement of expenses                                                                                         |  |                    | (5,200  | ) |                   |   | (6,900  | )                 |  |   | (27,693           | ) |  |   | (13,800 | )
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Net Expenses                                                                                                            |  |                    | 39,654  |   |                   |   | 24,658  |                   |  |   | 109,800           |   |  |   | 37,810  |  
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Net Investment Loss                                                                                                     |  |                    | (28,511 | ) |                   |   | (16,234 | )                 |  |   | (76,600           | ) |  |   | (22,057 | )
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Net Loss                                                                                                                |  | $                  | (35,737 | ) |                   | $ | (4,824  | )                 |  | $ | (88,672           | ) |  | $ | (22,548 | )
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Net loss per General and Limited Partner Unit (Based on weighted average number of units outstanding during the period) |  | $                  | (34.11  | ) |                   | $ | (4.67   | )                 |  | $ | (86.06            | ) |  | $ | (22.40  | )
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  
|Decrease in Net Asset Value per General Partner and Limited Partner Unit                                                |  | $                  | (34.11  | ) |                   | $ | (4.67   | )                 |  | $ | (86.06            | ) |  | $ | (22.40  | )
|                                                                                                                        |  |                    |         |   |                   |   |         |                   |  |   |                   |   |  |   |         |  

See accompanying Notes to the Financial Statements.



5



---

##### Table of Contents

The Beacon Financial Futures Fund, L.P.

Statements of Changes in Partners Capital

For the Nine Months Ended September 30, 2006 and 2005 (Unaudited)



|                                                      |  |                   |   |  |         |          |   |       |        |   |        |   |         |       |  |          |        |  |   |           |  
|----------------------------------------------------- |  | ----------------- | - |  | ------- | -------- | - | ----- | ------ | - | ------ | - | ------- | ----- |  | -------- | ------ |  | - | --------- | -
|                                                      |  | Partners Capital |  
|                                                      |  | General           |   |  | Limited |          |   | Total |       
|                                                      |  | Units             |   |  | Amount  |          |   | Units |        |   | Amount |   |         | Units |  |          | Amount | 
|Nine Months Ended September 30, 2006                  |  |                   |   |  |         |          |   |       |        |   |        |   |         |       |  |          |        |  |   |           |  
|                                                      |  |                   |   |  |         |         
|Balances at December 31, 2005                         |  | 485.00            |   |  | $       | 481,706  |   |       | 584.31 |   |        | $ | 580,338 |       |  | 1,069.31 |        |  | $ | 1,062,044 |  
|                                                      |  |                   |   |  |         |         
|Net Loss for the Nine Months Ended September 30, 2006 |  |                  |   |  |         | (34,618  | ) |       |       |   |        |   | (54,054 | )     |  |         |        |  |   | (88,672   | )
|                                                      |  |                   |   |  |         |         
|Additions                                             |  | 0.00              |   |  |         |         |   |       | 108.29 |   |        |   | 102,000 |       |  | 108.29   |        |  |   | 102,000   |  
|                                                      |  |                   |   |  |         |         
|Redemptions                                           |  | (160.00           | ) |  |         | (152,268 | ) |       | (10.11 | ) |        |   | (9,169  | )     |  | (170.11  | )      |  |   | (161,437  | )
|                                                      |  |                   |   |  |         |          |   |       |        |   |        |   |         |       |  |          |        |  |   |           |  
|Balances at September 30, 2006                        |  | 325.00            |   |  | $       | 294,820  |   |       | 682.49 |   |        | $ | 619,115 |       |  | 1,007.49 |        |  | $ | 913,935   |  
|                                                      |  |                   |   |  |         |          |   |       |        |   |        |   |         |       |  |          |        |  |   |           |  
|Nine Months Ended September 30, 2005                  |  |                   |   |  |         |          |   |       |        |   |        |   |         |       |  |          |        |  |   |           |  
|                                                      |  |                   |   |  |         |         
|Balances at December 31, 2004                         |  | 1.00              |   |  | $       | 1,000    |   |       |       |   |        | $ |        |       |  | 1.00     |        |  | $ | 1,000     |  
|                                                      |  |                   |   |  |         |         
|Net Loss for the Nine Months Ended September 30, 2005 |  |                  |   |  |         | (22,555  | ) |       |       |   |        |   | 7       |       |  |         |        |  |   | (22,548   | )
|                                                      |  |                   |   |  |         |         
|Additions                                             |  | 999.00            |   |  |         | 999,000  |   |       | 528.85 |   |        |   | 517,000 |       |  | 1,527.85 |        |  |   | 1,516,000 |  
|                                                      |  |                   |   |  |         |         
|Redemptions                                           |  | (515.00           | ) |  |         | (503,307 | ) |       |       |   |        |   |        |       |  | (515.00  | )      |  |   | (503,307  | )
|                                                      |  |                   |   |  |         |          |   |       |        |   |        |   |         |       |  |          |        |  |   |           |  
|Balances at September 30, 2005                        |  | 485.00            |   |  | $       | 474,138  |   |       | 528.85 |   |        | $ | 517,007 |       |  | 1,013.85 |        |  | $ | 991,145   |  
|                                                      |  |                   |   |  |         |          |   |       |        |   |        |   |         |       |  |          |        |  |   |           |  

The Beacon Financial Futures Fund, L.P.

Net Asset Value Per General and Limited Partner Unit



|                  |        |                  |   |                   |  |                  |        |  |   |         
|----------------- | ------ | ---------------- | - | ----------------- |  | ---------------- | ------ |  | - | --------
|September 30,2006 |        | December 31,2005 |   | September 30,2005 |  | December 31,2004
|$                 | 907.13 |                  | $ | 993.20            |  | $                | 977.61 |  | $ | 1,000.00

See accompanying Notes to the Financial Statements.



6



---

##### Table of Contents

The Beacon Financial Futures Fund, L.P.

Financial Highlights

For the Three and Nine Months Ended September 30, 2006 and 2005 (Unaudited)



|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|------------------------------------------------------------------- |  | ------------------ | ------ | - | ----------------- | - | ------ | ----------------- |  | - | ----------------- | - |  | - | -------- | -
|                                                                    |  | Three Months Ended |        |   | Nine Months Ended |  
|                                                                    |  | September 30,2006  |        |   | September 30,2005 |   |        | September 30,2006 |  |   | September 30,2005 |  
|Per Unit Performance                                                |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Net Asset Value per unit at the beginning of the period             |  | $                  | 941.24 |   |                   | $ | 982.27 |                   |  | $ | 993.20            |   |  | $ | 1,000.00 |  
|                                                                    |  |                    |        |  
|Income                                                              |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Trading Gains and Losses                                            |  |                    | (6.96  | ) |                   |   | 11.48  |                   |  |   | (12.41            | ) |  |   | (0.42    | )
|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Investment Income                                                   |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Interest Income                                                     |  |                    | 10.60  |   |                   |   | 8.37   |                   |  |   | 31.78             |   |  |   | 15.70    |  
|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Expenses                                                            |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Fixed Asset Fee                                                     |  |                    | (14.47 | ) |                   |   | (15.43 | )                 |  |   | (45.00            | ) |  |   | (25.88   | )
|Other Expenses                                                      |  |                    | (23.28 | ) |                   |   | (9.09  | )                 |  |   | (60.43            | ) |  |   | (11.80   | )
|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Total Expenses                                                      |  |                    | (37.75 | ) |                   |   | (24.52 | )                 |  |   | (105.43           | ) |  |   | (37.68   | )
|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Net Investment Loss                                                 |  |                    | (27.15 | ) |                   |   | (16.15 | )                 |  |   | (73.65            | ) |  |   | (21.98   | )
|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Net Loss per Unit                                                   |  |                    | (34.11 | ) |                   |   | (4.67  | )                 |  |   | (86.06            | ) |  |   | (22.40   | )
|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|Net Asset Value per unit at the end of the period                   |  | $                  | 907.13 |   |                   | $ | 977.60 |                   |  | $ | 907.13            |   |  | $ | 977.60   |  
|                                                                    |  |                    |        |   |                   |   |        |                   |  |   |                   |   |  |   |          |  
|                                                                    |  |                    |        |  
|Net investment loss as a percentage of Average Partners Capital(1) |  |                    | -11.73 | % |                   |   | -6.64  | %                 |  |   | -10.31            | % |  |   | -2.99    | %
|                                                                    |  |                    |        |  
|Expenses as a percentage of Average Partners Capital(1)            |  |                    | 16.31  | % |                   |   | 10.06  | %                 |  |   | 14.74             | % |  |   | 5.11     | %
|                                                                    |  |                    |        |  
|Total return(2)                                                     |  |                    | -3.62  | % |                   |   | -0.48  | %                 |  |   | -8.67             | % |  |   | -2.25    | %

This information has been derived from information presented in the preceding financial
statements. The above ratios were calculated for the partners taken as a whole. The computation of such ratios was not based on the amount of expenses assessed and income allocated to an individual partner's capital account, which may vary from
these ratios based on the timing of capital transactions and different fee arrangements (see Note 2).



|(1) | Annualized.
|--- | -----------



|(2) | Not annualized.
|--- | ---------------

See accompanying Notes to the Financial Statements.



7



---

##### Table of Contents

The Beacon Financial Futures Fund, L.P.

Notes to the Financial Statements (Unaudited)

Note 1: Nature of Operations and Significant Accounting Policies

Nature of Operations:The Beacon Financial Futures Fund, L.P. (a Delaware limited partnership) (the Partnership) was organized on April 6, 2004 to engage in speculative trading of a diversified portfolio of commodity
interests including futures, options on futures and forward contracts. The Partnerships limited partnership agreement provides, among other things, that the Partnership shall dissolve no later than December 31, 2052. Beacon Management
Corporation (USA), the general partner of the Partnership (the General Partner), is registered as a commodity pool operator and commodity trading advisor with the National Futures Association (the NFA), an industry self
regulatory organization. UBS Securities and Man Financial, Inc. will initially serve as the Partnerships clearing brokers. The General Partner conducts and manages the business of the Partnership. The General Partner is also the commodity
trading advisor of the Partnership. The General Partner made an investment in the Partnership equal to, and will maintain its interest in, the capital of the Partnership at no less than the greater of: (a) 1% of the total investments in the
Partnership by all Partners or (b) $25,000. These contributions by the General Partner need not exceed the amount described above and are evidenced by units of General Partnership Interest (Unit(s) of General Partnership Interest).
The Partnership was initially capitalized by the General Partner on April 12, 2004 through the contribution of $1,000 in exchange for one unit of Partnership interest. The General Partner and each limited partner will share in the profits and
losses of the Partnership in proportion to their respective ownership interests. On March 30, 2005, the General Partner made an additional contribution of $999,000 in exchange for 999 units of partnership interest. The Partnership commenced
operations on May 16, 2005. Between August 31, 2005 and August 31, 2006 the General Partner redeemed $655,575 of its investment in the Partnership. As a commodity investment pool, the Partnership is subject to the regulations of the
Commodity Futures Trading Commission, an agency of the United States (U.S.) government, which regulates most aspects of the commodity futures industry; rules of the NFA; and the requirements of commodity exchanges and Futures Commission Merchants
(brokers) through which the Partnership trades. As a registrant with the Securities and Exchange Commission, the Partnership is subject to the regulatory requirements under the Securities Act of 1933 and the Securities Exchange Act of 1934.

Significant Accounting Policies:The following are the significant accounting policies of the Partnership.

Use of EstimatesThe preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management
to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

ValuationThe majority of the Partnerships positions are exchange-traded futures contracts, which are valued daily at settlement prices published by the exchanges. Any spot and forward foreign
currency contracts held by the Partnership are valued at published daily settlement prices or at dealers quotes.

Deposits with
BrokersThe Partnership deposits funds with brokers subject to Commodity Futures Trading Commission regulations and various exchange and broker requirements. Margin requirements are satisfied by the deposit of cash with such brokers. The
Partnership earns interest income on its cash deposited with the brokers.

Income RecognitionPurchases and sales of futures, options on
futures, and forward contracts are recorded on the trade date, and open contracts are reflected at market value with the change in unrealized gains (losses) from one period to the next recorded in the statement of operations. Gains or losses are
realized when contracts are liquidated. The specific contracts liquidated are determined by the clearing broker (in most cases on a FIFO basis). Net unrealized gains or losses on open contracts (the difference between contract trade price and quoted
market price) are reflected in the statement of financial condition. Brokerage commissions include other trading fees and are charged to expense when contracts are opened.

Net Asset ValueFor purposes of both financial reporting and calculation of redemption value, the net asset value of a unit is an amount equal to the Partnerships net assets allocated to
capital accounts represented by units, divided by the number of units outstanding. Net assets means the total assets of the Partnership, including all cash and cash equivalents, accrued interest and amortization of original issue
discount, and the market value of all open futures contracts, options on futures contracts, forward contracts, and other assets of the Partnership, less the total liabilities of the Partnership, including, but not limited to, brokerage, incentive
allocations, management fees, interest payable and extraordinary expenses.

Escrow Accounts ReceivableRepresents deposits due from escrow
agent for recent limited partner capital additions.



8



---

##### Table of Contents

Organization and Offering ExpensesInitial organizational and Offering costs were paid by Uhlmann Price
Securities, LLC (the Selling Group Manager) and the General Partner. The Selling Group Manager and the General Partner were not reimbursed by the Partnership for such costs. Other offerring costs are amortized to expense on a straight
line basis over periods from nine to twelve months.

Income TaxesThe Partnership is a partnership for federal income tax purposes and
Partnership income or loss will be includable in the income tax returns of the individual partners.

Recent Accounting PronouncementsIn
September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS 157, among other things, defines fair value, establishes a framework for measuring fair value and enhances disclosures about fair value measurements required
under other accounting pronouncements, but does not change existing guidance as to whether or not an instrument is carried at fair value. SFAS 157 is effective for the Partnership on January 1, 2008. Management is currently evaluating the provisions
of SFAS 157 and its potential effect on its financial statements.

Note 2: Unit Transactions

Limited partners may purchase units of the Partnership upon approval by the General Partner at the net asset value, as of the last day of each month or on any other date
as determined by the General Partner. After holding the units for eleven months, limited partners may require the Partnership to redeem some or all of their units at the net asset value as of the last day of each month without a redemption charge.
Any units redeemed before the holder has been a limited partner for six months will be assessed a redemption charge equal to 4 percent of the net asset value per unit on the date of such redemption and units redeemed after six but within eleven
months will be assessed a 3 percent redemption charge. Redemption charges will be paid by the redeeming limited partner to the General Partner. Unpaid withdrawals are considered redemptions payable.

Note 3: Partnership Fees and Expenses

Fixed Asset Fee:The
Partnership pays the General Partner a fixed, monthly Fixed Asset Fee of 0.525%, or 6.30% annually, of the Partnerships month-end net asset value. Out of this Fixed Asset Fee, the General Partner pays all introducing, initial and ongoing
servicing fees, management fees, trading advisory fees and any other transaction costs of the Partnership except brokerage fees, NFA, exchange and clearing fees, which are paid separately by the partnership and are estimated at 0.50% annually of net
asset value. The General Partner retains any excess amount. Included in the Fixed Asset Fee are the following amounts that are earned by the General Partner and Uhlmann Price Securities, LLC, the Selling Group Manager.



| |  |  | Management Feepaid monthly to the General Partner at a rate of 1/12thof 1.3% of the Partnerships month-end net asset value.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------



| |  |  | Trading Advisory Feepaid monthly to the General Partner at a rate of 1/12thof 2.0% of the Partnerships month-end net asset value.
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------



| |  |  | Selling Agent Service Feefee to compensate distributors of the units for the Partnership for costs incurred in the distribution of Partnership units. Such distribution costs
may include commissions, payments to sales agents, promotional materials, overhead allocations and interest. The selling agent service fee is paid monthly by the Partnership at a rate of 1/12thof 3% of the Partnerships month-end net asset value. For the first 12 months after the sale of such units, the selling agent service fee is paid monthly
by the Partnership to the General Partner, as reimbursement to the General Partner for amounts advanced by the General Partner to the selling agent at the time of the sale of such units. Commencing with the 13thmonth after the sale of such units, the selling agent service fee is paid to the selling agent.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Incentive Fees: The Partnership makes an incentive allocation equal to 20% of trading profits to the capital account of the General Partner each quarter. Trading
profits means the net new profits (realized and unrealized), excluding interest income, decreased by monthly Fixed Asset Fee and other operating expenses that are chargeable to the Partnerships net assets, with these trading profits and items
of decrease determined from the end of the last period for which an incentive fee was earned. Extraordinary expenses of the Partnership, if any, are not deducted in determining trading profits. If the Partnership makes an incentive allocation and
the Partnership fails to earn new trading profits for any subsequent period, the General Partners capital account will retain the incentive allocation previously made. However, the Partnership will not make any subsequent incentive allocation
until these losses have been recovered and the Partnership has again earned new trading profits.

Other Operating Expenses: The Partnership pays all
of its own direct legal, accounting, administrative, filing, reporting and data processing expenses. The Partnership will not pay more than 0.50% of net assets in annual audit fees provided the Partnership has not issued more than $5 million in
subscriptions. Any excess audit fees are reimbursed by the General Partner. As of September 30, 2006 and December 31, 2005, accounts receivable includes $6,000 and $3,769, respectively, that is due from the General Partner. In accordance
with Section IV.C. of the NASAA Registration of Commodity Pool Programs, the Brokerage commissions of the Partnership may not exceed 14% of the Partnerships average monthly net assets as of the last day of each month during the calendar year.
The General Partner will bear any fees in excess of these limitations.



9



---

##### Table of Contents

Note 4: Financial Instruments with Off-Balance-Sheet Risk

The Partnerships trading activities involve derivative financial instruments, primarily futures, options on futures, and forward contracts, which have market and/or
credit risk. Purchase and sale of futures contracts require margin deposits with the brokers. 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. A customers cash and other property (for example, U.S. Treasury bills) deposited with a broker are considered commingled with all other customer funds subject to the brokers
segregation requirements. In the event of a brokers insolvency, recovery may be limited to a pro rata share of segregated funds available. It is possible that the recovered amount could be less than total cash and other property deposited.

Market Risk:Market risk arises primarily from changes in the market value of financial instruments. Generally, the Partnerships exposure is
equal to the notional value of futures contracts purchased and unlimited on such contracts sold short. As both a buyer and seller of options on futures, the Partnership pays or receives a premium at the outset and then bears the risk of unfavorable
market variations underlying the option. The risk of loss for purchased options on futures is limited to the premiums paid; written or sold options on futures expose the Partnership to potentially unlimited liability. Exposure to market risk is
influenced by a number of factors, including the relationships between financial instruments, and the volatility and liquidity in the markets in which the financial instruments are traded. In many cases, the use of financial instruments may serve to
modify or offset market risk associated with other transactions and, accordingly, may serve to decrease the Partnerships overall exposure to market risk. The Partnership attempts to control its exposure to market risk through various
analytical monitoring techniques.

Credit Risk: Credit risk arises primarily from the potential inability of counterparties to perform in accordance
with the terms of a contract. The Partnerships exposure to credit risk associated with counterparty nonperformance is limited to the current cost to replace all contracts in which the Partnership has a gain. Exchange-traded financial
instruments generally does not give rise to significant counterparty exposure due to the case settlement procedures for daily market movements and the margin requirements of individual exchanges. The net unrealized gain on open futures contracts is
comprised of the following:



|                        |  |                                   |        |   |                                  |   |         |  
|----------------------- |  | --------------------------------- | ------ | - | -------------------------------- | - | ------- | -
|                        |  | FuturesContractsSeptember 30,2006 |        |   | (exchangetraded)December 31,2005 |  
|Gross unrealized gains  |  | $                                 | 13,101 |   |                                  | $ | 16,291  |  
|Gross unrealized losses |  |                                   | (485   | ) |                                  |   | (14,104 | )
|                        |  |                                   |        |   |                                  |   |         |  
|Net unrealized gain     |  | $                                 | 12,616 |   |                                  | $ | 2,187   |  
|                        |  |                                   |        |   |                                  |   |         |  

Open contracts generally mature within three months; as of September 30, 2006, the latest maturity date for
open futures contracts is December 2006.

Concentration of Credit Risk: The Partnership uses Man Financial, Inc. and UBS Securities as clearing
brokers (Clearing Brokers). In the event these Clearing Brokers do not fulfill their obligations, the Partnership may be exposed to risk. This risk of default depends in part on the creditworthiness of these Clearing Brokers. The
Partnership attempts to minimize this credit risk by monitoring the creditworthiness of the Clearing Brokers. The General Partner has established procedures to actively monitor market risk and minimize credit risk, although there can be no assurance
that it will, in fact, succeed in doing so. The Limited Partners bear the risk of loss only to the extent of the market value of their respective investments and, in certain specific circumstances, distributions and redemptions received. The amount
of required margin and good faith deposits with the Clearing Brokers usually range from 9% to 17% of net asset value. As of September 30, 2006, the Partnership maintained broker cash balances of $827,233 to satisfy such requirements, which
equals 91% of net asset value.

Note 5: Guarantees

In
the normal course of business, the Partnership may enter into contracts and agreements that contain a variety of representations and warranties and which provide general indemnifications. The Partnerships maximum exposure under these
arrangements cannot be estimated. However, the Partnership believes that it is unlikely it will have to make material payments under these arrangements and has not recorded any contingent liability in the financial statements for such
indemnifications.



10



---

##### Table of Contents

Note 6. Interim Financial Statements

The financial statements included herein were prepared by us without audit according to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America may be omitted pursuant to such rules and regulations. The financial statements reflect, in the opinion of
management, all adjustments necessary that were of normal and recurring nature and adequate disclosures to present fairly the financial position and results of operations as of and for the periods indicated. The results of operations for the three
months and nine months ended September 30, 2006 and 2005 are not necessarily indicative of the results to be expected for the full year or for any other period.

These financial statements should be read in conjunction with the audited financial statements and the notes thereto included in the Form S-1 Registration Statement as filed with the Securities and Exchange
Commission.



|ITEM 2. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

INTRODUCTION

On May 13, 2005 the
General Partner purchased 999 units bringing its total investment up to 1,000 units and enabling the Partnership to commence trading operations on May 16, 2005. From May 16, 2005 through September 30, 2006, the Partnership sold 692.61
units of limited partnership interest. The continuing offering has commenced and will be ongoing. The General Partner withdrew 15, 500, 50, 25, 35 and 50 units on August 30, 2005, September 30, 2005, March 31, 2006,
May 31, 2006, June 30, 2006 and August 31, 2006 respectively.

CAPITAL RESOURCES

The Partnership 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
borrowing. Due to the nature of the Partnerships business, it will make no capital expenditures and will have no capital assets that are not for operating capital.

LIQUIDITY

Most United States commodity
exchanges limit fluctuations in 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. This may affect the Partnerships ability to initiate new positions or close existing ones or may prevent it from having orders executed. Futures prices have occasionally moved the daily limit for several consecutive
days with little or no trading. Similar occurrences could prevent the Partnership from promptly liquidating unfavorable positions and subject the Partnership to substantial losses, which could exceed the margin initially committed to such trades. In
general, the Partnership will be required to have 9% - 17% of its assets committed to margin on deposit with the broker. In addition, even if futures prices have not moved the daily limit, the Partnership may not be able to execute futures trades at
favorable prices if little trading in such contracts is taking place.

Trading in forward contracts introduces a possible further impact on liquidity.
Because such contracts are executed off exchange between private parties, the time required to offset or unwind these positions may be greater than that for regulated instruments. This potential delay could be exacerbated to
the extent a counterparty is not a United States person.

Other than these limitations on liquidity, which are inherent in the Partnerships futures
trading operations, the Partnerships assets are expected to be highly liquid.



11



---

##### Table of Contents

RESULTS OF OPERATIONS

For the Three Months and Nine Months Ended September 30, 2006



|               |  |                           |   |  |                          |  
|-------------- |  | ------------------------- | - |  | ------------------------ | -
|Sector         |  | Three Months %Gain (loss) |   |  | Nine Months %Gain (loss) |  
|Currencies     |  | -0.33                     | % |  | -9.11                    | %
|Interest Rates |  | -0.40                     | % |  | 7.82                     | %
|Total          |  | -0.72                     | % |  | -1.28                    | %

Of the return for the three months ended September 30, 2006, approximately (0.75%) was due to
trading losses net of commissions and approximately 1.15% due to interest income and approximately (4.08) due to fees and operating costs borne by the Partnership giving a net loss of (3.62%).

Of the return for the nine months ended September 30, 2006, approximately (1.31%) was due to trading losses net of commissions and approximately
3.32% due to interest income and approximately (10.67%) due to fees and operating costs borne by the Partnership giving a net loss of (8.66%).

The
Partnership posted a loss for July. The currency sector posted a loss led by the Japanese Yen. During the first few trading days of July, the Japanese Yen reversed a trend that began mid-May toward a lower value relative to the U.S. dollar. After
trading higher, the Japanese Yen reversed direction and traded lower relative the U.S. Dollar. Finally, at the end of the month, the Japanese Yen again traded higher, ending the month nearly unchanged. Of the other major foreign currencies, the
Swiss Franc and Euro Currency exhibited similar volatile trade. The British Pound and Australian Dollar increased in value relative to the U.S. dollar and the Canadian Dollar decreased in value. The interest rate sector posted a loss for the month
led by the 5-Year Treasury Note. After trending toward higher interest rates, lower prices since January, the trend reversed during July. The expectation is that the Federal Reserve will pause in increasing short-term rates and that inflation will
remain at a moderate level. The remaining interest rate contracts, the Eurodollar future, the 30-Year Treasury Bond, and 10-Year Treasury Note, all contributed to the loss as they traded toward lower interest rates, higher prices shifting the yield
curve to slightly lower overall interest rate level.

The Partnership posted a gain for August. The currency sector posted a gain led by the Japanese Yen.
The Japanese Yen continued a trend that began mid-May toward a lower value relative to the U.S. Dollar. After trading higher in July, the Japanese Yen reversed direction and traded lower relative the U.S. Dollar. Of the other major foreign
currencies, the Canadian Dollar increased in value relative to the U.S. Dollar. The Swiss Franc, Euro Currency, British Pound, and Australian Dollar traded in a narrow range and ended the month unchanged relative to U.S. Dollar. The interest rate
sector posted a gain for the month led by the 30-Year Treasury Bond which continued a trend toward lower interest rates, higher prices that began late June. Of the remaining interest rate contracts, the 5-Year Treasury Note and 10-Year Treasury
Note, contributed to the gain as they traded toward lower interest rates, higher prices, while the Eurodollar contributed a loss as the yield curve shifted to a slightly lower overall interest rate level.

The Partnership posted a loss for September. The currency sector posted a loss led by the British Pound. During September, the British Pound reversed a trend that began
in January toward a higher value relative to the U.S. Dollar. After reaching a contract high in early August, the British Pound reversed direction and traded lower relative the U.S. Dollar. Of the other major foreign currencies, the Japanese Yen and
Australian Dollar decreased in value relative to the U.S. Dollar. The Swiss Franc, Euro Currency, and Canadian Dollar traded in a narrow range and ended the month slightly lower relative to U.S. Dollar. The interest rate sector posted a gain for the
month led by the 30-Year Treasury Bond. The 30-Year Treasury Bond continued a trend toward lower interest rates, higher prices that began late June. Of the remaining interest rate contracts, the Eurodollar, 5-Year Treasury Note, and 10-Year Treasury
Note all contributed to the gain as they traded toward lower interest rates, higher prices. This movement reflects a general flattening of the yield curve and a shift to a slightly lower overall interest rate level.



12



---

##### Table of Contents

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 Partnership intends to
trade in futures and forward contracts and may therefore become a party to financial instruments with elements of off-balance sheet market and credit risk. In entering into these contracts, there exists a market risk that such contracts may be
significantly influenced by 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 Partnership at the same time, and if the
General Partner was unable to offset such positions, the Partnership could experience substantial losses. The General Partner will access daily positions and profit and loss summaries for the Partnership and will employ various measures to monitor
draw-downs, market diversification and leverage.

In addition to market risk, in entering into futures and forward contracts there is a credit risk that a
counterparty will not be able to meet its obligations to the Partnership. 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.

CRITICAL ACCOUNTING POLICIES  VALUATION OF THE PARTNERSHIPS POSITIONS

The General Partner believes that the accounting policies that will be most critical to the Partnerships financial condition and results of operations relate to the
valuation of the Partnerships positions. The majority of the Partnerships positions will be exchange-traded futures contracts, which will be valued daily at settlement prices published by the exchanges. Any spot and forward foreign
currency contracts held by the Partnership will also be valued at published daily settlement prices or at dealers quotes. Thus, the General Partner expects that under normal circumstances substantially all of the Partnerships assets will
be valued on a daily basis using objective measures.



|ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|------- | ----------------------------------------------------------

INTRODUCTION

Past Results Not Necessarily Indicative of Future Performance

The Partnership is a speculative commodity pool. The market sensitive instruments held by it are acquired for speculative trading purposes, and all or a substantial
amount of the Partnerships assets are subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments is integral, not incidental, to the Partnerships main line of business.

Market movements can produce frequent changes in the fair market value of the Partnerships open positions and, consequently, in its earnings and cash flow. The
Partnerships market risk is influenced by a wide variety of factors, including the level and volatility of exchange rates, interest rates, equity price levels, the market value of financial instruments and contracts, the diversification
effects among the Partnerships open positions and the liquidity of the markets in which it trades.

The Partnership may rapidly acquire and liquidate
both long and short positions in a wide range of different markets. Consequently, it is not possible to predict how a particular future market scenario will affect performance, and the Partnerships past performance is not necessarily
indicative of its future results.

Value at Risk is a measure of the maximum amount which the Partnership could reasonably be expected to lose in a given
market sector. However, the inherent uncertainty of the Partnerships speculative trading and the recurrence in the markets traded by the Partnership of market movements far exceeding expectations could result in actual trading or non-trading
losses far beyond the indicated Value at Risk or the Partnerships experience to date (i.e., risk of ruin). In light of this, as well as the risks and uncertainties intrinsic to all future projections, the inclusion of the
quantification included in this section should not be considered to constitute any assurance or representation that the Partnerships losses in any market sector will be limited to Value at Risk or by the Partnerships attempts to manage
its market risk.



13



---

##### Table of Contents

Standard of Materiality

Materiality as used in this section, Quantitative and Qualitative Disclosures about Market Risk, is based on an assessment of reasonably possible market movements and the potential losses caused by such
movements, taking into account the leverage, and multiplier features of the Partnerships market sensitive instruments.

QUANTIFYING THE PARTNERSHIPS TRADING CAPITAL AT RISK

Quantitative Forward-Looking Statements

The following quantitative disclosures regarding the Partnerships market risk exposures contain forward-looking statements within the meaning of the
safe harbor from civil liability provided for such statements by the Private Securities Litigation Reform Act of 1995 (set forth in Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934). All
quantitative disclosures in this section are deemed to be forward-looking statements for purposes of the safe harbor, except for statements of historical fact (such as the dollar amount of maintenance margin required for market risk sensitive
instruments held at the end of the reporting period).

The Partnerships risk exposure in the various market sectors traded by the Partnership is
quantified below in terms of Value at Risk (VaR). The Partnership estimates VaR using a model based on historical simulation (with a confidence level of 97.5%) which involves constructing a distribution of hypothetical daily changes in the value of
the trading portfolio. The VaR model takes into account linear exposures to risks, including equity and commodity prices, interest rates, and correlation among these variables. The hypothetical changes in portfolio value are based on daily
percentage changes observed in key market indices or other market factors to which the portfolio is sensitive. The one day 97.5 confidence level of the Partnerships VaR corresponds to the negative change in portfolio value that, based on
observed market risk factors, would have been exceeded once in 40 trading days or one day in 40. VaR typically does not represent the worst case outcome.

The Partnership uses approximately one year of daily market data and revalues its portfolio for each of the historical market moves that occurred over the period. This generates a probability distribution of daily simulated profit and
loss outcomes. The VaR is the 2.5 percentile of this distribution.

The VaR for a sector represents the one day downside risk for the aggregate
exposures associated with this sector. The aggregate VaR represents the VaR of the Partnerships open positions across all market sectors, and is less than the sum of the VaRs for all such market sectors due to the diversification benefit
across asset classes.

The Partnerships VaR computations are based on the risk representation of the underlying benchmark for each instrument or
contract and does not distinguish between exchange and non-exchange dealer-based instruments. It is also not based on exchange and/or dealer based maintenance margin requirements.

VaR models, including the Partnerships, are continually evolving as trading portfolios become more diverse and modeling techniques and systems capabilities improve. Please note that the VaR model is used to
numerically quantify market risk for historic reporting purposes only and is not utilized by the Partnership in its daily risk management activities. Please further note that VaR as described above may not be comparable to similarly titled measures
used by other entities.

Due to the Partnerships mark-to-market accounting, any loss in the fair value of the Partnerships open positions is
directly reflected in the Partnerships earnings (realized or unrealized).

THE PARTNERSHIPS TRADING CAPITAL AT RISK IN
DIFFERENT MARKET SECTORS



|                 |  |                                |   |  |                               |  
|---------------- |  | ------------------------------ | - |  | ----------------------------- | -
|Sector           |  | Value At RiskSeptember 30,2006 |   |  | Value At RiskDecember 31,2005 |  
|Currencies       |  | -0.85                          | % |  | -1.33                         | %
|Interest Rates   |  | -0.45                          | % |  | -0.25                         | %
|Entire Portfolio |  | -1.02                          | % |  | -1.33                         | %

MATERIAL LIMITATIONS ON CAPITAL AT RISK AS AN ASSESSMENT OF MARKET RISK

The face value of the market sector instruments held by the Partnership may typically be many times the risk determined by the VaR calculation. The
magnitude of the Partnerships open positions could create a risk of ruin not typically found in most other investment vehicles. Because of the size of its positions, certain market conditions  unusual, but historically



14



---

##### Table of Contents

recurring from time to time  could cause the Partnership to incur severe losses over a short period of time. The Value at Risk tables  as well as
the past performance of the Partnership  give no indication of this risk of ruin.

The highly dynamic nature of the Partnerships
portfolio limits the usability of an analysis method (such as VaR), which relies upon the Partnerships positions as of a single point in time.

Historical price behavior (which is relied upon by the VaR calculation) may not be an accurate predictor of the future price behavior of the markets in the Partnerships portfolio.

NON-TRADING RISK

The Partnership may
experience non-trading market risk on any foreign cash balances not needed for margin. However, these balances (as well as the market risk they represent) are expected to be immaterial. The Partnership also may have non-trading market risk as a
result of investing in U.S. Treasury Bills. The market risk represented by these investments is expected to be immaterial.

QUALITATIVE DISCLOSURES REGARDING PRIMARY TRADING RISK EXPOSURES

The following qualitative disclosures regarding the Partnerships market
risk exposures  except for (i) those disclosures that are statements of historical fact and (ii) the descriptions of how the Partnership manages its primary market risk exposures  constitute forward-looking statements within
the meaning of Section 27A of the Securities Act and Section 21E of the Securities Exchange Act. The Partnerships primary market risk exposures as well as the strategies used and to be used by the General Partner for managing such
exposures are subject to numerous uncertainties, contingencies and risks, any one of which could cause the actual results of the Partnerships risk controls to differ materially from the objectives of such strategies. Government interventions,
defaults and expropriations, illiquid markets, the emergence of dominant fundamental factors, political upheavals, changes in historical price relationships, an influx of new market participants, increased regulation and many other factors could
result in material losses as well as in material changes to the risk exposures and the risk management strategies of the Partnership. There can be no assurance that the Partnerships market exposure and/or risk management strategies will not
change materially or that any such strategies will be effective in either the short- or long-term. Investors must be prepared to lose all or substantially all of their investment in the Partnership.

The primary risk exposures of the Partnership as of September 30, 2006 were exchange rate and interest rate risk. The factors that can influence these rates can be
domestic or foreign (primarily the G-7 countries) and include (but are not limited to) changes in government fiscal policy, changes in the balance of trade, changes in inflation rates and improvement or degradation of the overall economy.

QUALITATIVE DISCLOSURES REGARDING NON-TRADING RISK EXPOSURE

General

The Partnership is unaware of any
(i) anticipated known demands, commitments or capital expenditures; (ii) material trends, favorable or unfavorable, in its capital resources; or (iii) trends or uncertainties that will have a material effect on operations. From time
to time, certain regulatory agencies have proposed increased margin requirements on futures contracts. Because the Partnership generally will use a small percentage of assets as margin, the Partnership does not believe that any increase in margin
requirements, as proposed, will have a material effect on the Partnerships operations.

QUALITATIVE DISCLOSURES
REGARDING MEANS OF MANAGING RISK EXPOSURE

The means by which the Partnership attempts to manage the risk of the Partnerships open positions is
essentially the same in all market categories traded. The General Partner applies risk management policies to trading which generally are designed to limit the total exposure that may be taken per risk unit of assets under management. In
addition, the General Partner follows diversification guidelines (often formulated in terms of the balanced volatility between markets and correlated groups), as well as adopting non-binding stop-loss points for each of the markets in
which the Partnership trades.



|ITEM 4. | CONTROLS AND PROCEDURES
|------- | -----------------------

Beacon Management Corporation, the General
Partner of the Partnership, with the participation of the General Partners chief executive officer and chief financial officer, has evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined
in the SEC Act of 1934 Rules 13a-15(e) or 15d-15(e)) with respect to the Partnership as of the end of the period covered by this quarterly report. Based on their evaluation, the CEO and CFO have concluded that these disclosure controls and
procedures are effective. There were no changes in the General Partners internal control over



15



---

##### Table of Contents

financial reporting applicable to the Partnership identified in connection with the evaluation required by paragraph (d) of the 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 Partnership.

PART II-OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

None



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

None



|Item 3. | Defaults upon Senior Securities.
|------- | --------------------------------

Not applicable.



|Item 4. | Submissions of Matters to a Vote of Security Holders.
|------- | -----------------------------------------------------

None



|Item 5. | Other Information
|------- | -----------------

None



|Item 6. | Exhibits.
|------- | ---------

See attached exhibit list.

SIGNATURES

Pursuant to the requirements of
the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on November 14, 2006.



THE BEACON FINANCIAL FUTURES FUND, L.P. (Registrant)By:

Beacon Management Corporation (USA) General PartnerBy:

/s/ Mark S. StrattonMark S. Stratton President




16



---

##### Table of Contents

EXHIBIT INDEX



|              |  |                                                                                                   
|------------- |  | --------------------------------------------------------------------------------------------------
|ExhibitNumber |  | Description of Document                                                                           
|31.01         |  | Certification by Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|              | 
|32.01         |  | Certification by Chief Executive Officer Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002



17