**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington, D.C. 20549**

**FORM 10-Q**
| **(Mark One)**                                   | ** **                                                                                    | ** ** |
|--------------------------------------------------|-----------------------------------------------------------------------------------------------|------------|
| ** **                                       | ** **                                                                                    | ** ** |
| **x**                                            | **QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)  OF THE SECURITIES**                       |
| **EXCHANGE ACT OF 1934**                         |
| ** **                                       |
| **For the quarterly period ended June 30, 2007** |
| ** **                                       | ** **                                                                                    |
| **OR**                                           | ** **                                                                                    |
| ** **                                       |
| **o**                                            | **TRANSITION REPORT PURSUANT TO SECTION 13 OR  15(d) OF THE SECURITIES EXCHANGE ACT OF 1934** |
|                                                  |                                                                                               |            |  |  |

 

**For thetransition period from                to                **

**CommissionFile Number 0-51087**

# **MLAPPLETON FUTURESACCESS LLC**

(Exact Name of Registrantas

specified in its charter)

| **Delaware**                                       |   | **20-1227880**                     |
|----------------------------------------------------|--------|------------------------------------|
| (State or other  jurisdiction of                   |   | (IRS Employer  Identification No.) |
| incorporation or  organization)                    |   |                               |
|                                               |   |                               |
| **c/o  Merrill Lynch Alternative Investments LLC** |
| **Princeton  Corporate Campus**                    |
| **800  Scudders Mill Road -  Section 2G**     |
| **Plainsboro,  New Jersey 08536**                  |
| (Address of  principal executive offices)          |
| (Zip Code)                                         |

 

**609-282-6091**

(Registrant’s telephonenumber, including area code)

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for such shorter period that the registrant was required to filesuch reports), and (2) has been subject to such filing requirements for thepast 90 days.

Yes  x   No  o

Indicate by check markwhether the registrant is a large accelerated filer, an accelerated filer, or anon-accelerated filer.  See definition of“accelerated filer and large accelerated filer” in Rule 12b-2 of the ExchangeAct. (Check one):

Largeaccelerated filer  o      Acceleratedfiler  o      Non-acceleratedfiler  x

Indicate by checkmark whether registrant is a shell company (as defined by Rule 12b-2 of theExchange Act).

Yes  o      No  x

Indicate by check mark whether the registrant hasfiled all documents and reports required to be filed by Sections 12, 13 or15(d) of the Securities Exchange Act of 1934 subsequent to the distribution ofsecurities under a plan confirmed by a court. 

Yes  o   No  o

 

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**ML APPLETON FUTURESACCESS LLC**

QUARTERLY REPORT FOR JUNE30, 2007 ON FORM 10-Q

Table of Contents
| ** ** | ** ** | ** **                                                                                  | **Page** |
|------------|------------|---------------------------------------------------------------------------------------------|----------|
|            |       | PART I                                                                                      |     |
|       |       |                                                                                        |     |
| Item 1.    |       | Financial Statements                                                                        | 1        |
|       |       |                                                                                        |     |
| Item 2.    |       | Management’s  Discussion and Analysis of Financial Condition and Results of Operations | 8        |
|       |       |                                                                                        |     |
| Item 3.    |       | Quantitative  and Qualitative Disclosures About Market Risk                                 | 10       |
|       |       |                                                                                        |     |
| Item 4.    |       | Controls and  Procedures                                                                    | 13       |
|       |       |                                                                                        |     |
|       |       | PART II                                                                                     |     |
|       |       |                                                                                        |     |
| Item 1.    |       | Legal Proceedings                                                                           | 14       |
|       |       |                                                                                        |     |
| Item 2.    |       | Unregistered  Sales of Equity Securities and Use of Proceeds                                | 14       |
|       |       |                                                                                        |     |
| Item 3.    |       | Defaults Upon  Senior Securities                                                            | 15       |
|       |       |                                                                                        |     |
| Item 4.    |       | Submission of  Matters to a Vote of Security Holders                                        | 15       |
|       |       |                                                                                        |     |
| Item 5.    |       | Other Information                                                                           | 15       |
|       |       |                                                                                        |     |
| Item  6.   |       | Exhibits                                                                                    | 15       |

 

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PART I - FINANCIALINFORMATION

Item 1.    FinancialStatements

ML APPLETON FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

STATEMENTS OF FINANCIALCONDITION
| ** **                                                                            | ** ** | **June 30,** | ** **  | **December 31,** | ** ** |
|---------------------------------------------------------------------------------------|------------|-------------------|-------------|-----------------------|------------|
| ** **                                                                            | ** ** | **2007**          | ** **  | **2006**              | ** ** |
| ** **                                                                            | ** ** | **(unaudited)**   | ** **  | ** **            | ** ** |
|                                                                                  |       |              |        |                  |       |
| **ASSETS:**                                                                           |       |              |        |                  |       |
| Equity in commodity  futures trading accounts:                                        |       |              |        |                  |       |
| Cash (including  restricted cash of $2,126,316 for 2007 and $2,126,316 for 2006)      |       | $                 | 97,709,740  |                  | $          | 79,765,050 |   |
| Net unrealized  profit on open contracts                                              |       | 6,696,618         |        | 9,247,823             |       |
| Cash                                                                                  |       | 124,257           |        | 236,003               |       |
| Accrued interest                                                                      |       | 393,836           |        | 333,978               |       |
|                                                                                  |       |              |        |                  |       |
| **TOTAL**                                                                             |       | $                 | 104,924,451 |                  | $          | 89,582,854 |   |
|                                                                                  |       |              |        |                  |       |
| **LIABILITIES AND MEMBERS’  CAPITAL:**                                           |       |              |        |                  |       |
| LIABILITIES:                                                                          |       |              |        |                  |       |
| Management fee  payable                                                               |       | $                 | 173,612     |                  | $          | 147,853 |   |
| Sponsor’s fee  payable                                                           |       | 164,811           |        | 132,885               |       |
| Performance fee  payable                                                              |       | 1,814,478         |        | 2,400,245             |       |
| Redemptions  payable                                                                  |       | 843,854           |        | 491,360               |       |
| Initial offering  costs payable                                                       |       | 17,412            |        | 22,866                |       |
| Other                                                                                 |       | 209,564           |        | 281,485               |       |
|                                                                                  |       |              |        |                  |       |
| Total  liabilities                                                                    |       | 3,223,731         |        | 3,476,694             |       |
|                                                                                  |       |              |        |                  |       |
| MEMBERS’ CAPITAL:                                                                |       |              |        |                  |       |
|  Sponsor’s Capital  (20,324 and 20,324 Units issued and outstanding)        |       | 24,353            |        | 22,374                |       |
|  Members’ Capital  (84,648,912 and 77,899,209 Units issued and outstanding) |       | 101,676,367       |        | 86,083,786            |       |
|                                                                                  |       |              |        |                  |       |
| Total members’  capital                                                          |       | 101,700,720       |        | 86,106,160            |       |
|                                                                                  |       |              |        |                  |       |
| **TOTAL LIABILITIES AND MEMBERS’  CAPITAL**                                      |       | $                 | 104,924,451 |                  | $          | 89,582,854 |   |

 

**NET ASSETVALUE PER UNIT (Note 2)**

(Based on 84,669,236 and 77,919,533 Units outstanding, unlimited Unitsauthorized)

See notes to financial statements.

1

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ML APPLETON FUTURESACCESS LLC 

(a Delaware LimitedLiability Company)

STATEMENTS OF OPERATIONS

(unaudited)
| ** **                                    | ** ** | **For the three** | ** ** | **For the three** | ** ** | **For the six** | ** ** | **For the six** | ** ** |
|-----------------------------------------------|------------|-----------------------------|------------|-----------------------------|------------|---------------------------|------------|---------------------------|------------|
| ** **                                    | ** ** | **months ended**       | ** ** | **months ended**       | ** ** | **months ended**     | ** ** | **months ended**     | ** ** |
| ** **                                    | ** ** | **June 30,**           | ** ** | **June 30,**           | ** ** | **June 30,**         | ** ** | **June 30,**         | ** ** |
| ** **                                    | ** ** | **2007**                    | ** ** | **2006**                    | ** ** | **2007**                  | ** ** | **2006**                  | ** ** |
| **TRADING  PROFITS (LOSSES):**                |       |                        |       |                        |       |                      |       |                      |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Realized                                      |       | $                           | 7,629,661  |                        | $          | (7,345,025                | )          | $                         | 12,822,985 |   | $ | (9,487,608 | ) |
| Change in unrealized                          |       | 14,942,108                  |       | 3,813,023                   |       | (2,551,205                | )          | 1,429,167                 |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Total trading profits (losses)                |       | 22,571,769                  |       | (3,532,002                  | )          | 10,271,780                |       | (8,058,441                | )          |
| **INVESTMENT  INCOME:**                       |       |                        |       |                        |       |                      |       |                      |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Interest                                      |       | 1,113,721                   |       | 556,900                     |       | 2,238,935                 |       | 836,130                   |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **EXPENSES:**                                 |       |                        |       |                        |       |                      |       |                      |       |
| Management fee                                |       | 483,046                     |       | 248,596                     |       | 906,152                   |       | 381,021                   |       |
| Sponsor’s fee                            |       | 461,032                     |       | 221,653                     |       | 850,240                   |       | 362,563                   |       |
| Performance fee                               |       | 1,814,478                   |       | —                      |       | 1,814,478                 |       | —                    |       |
| Other                                         |       | 143,651                     |       | 190,310                     |       | 287,781                   |       | 223,976                   |       |
| Total expenses                                |       | 2,902,207                   |       | 660,559                     |       | 3,858,651                 |       | 967,560                   |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| ** **                                    |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INVESTMENT LOSS**                      |       | (1,788,486                  | )          | (103,659                    | )          | (1,619,716                | )          | (131,430                  | )          |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INCOME (LOSS)**                        |       | $                           | 20,783,283 |                        | $          | (3,635,661                | )          | $                         | 8,652,064  |   | $ | (8,189,871 | ) |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| **NET  INCOME (LOSS) PER UNIT:**              |       |                        |       |                        |       |                      |       |                      |       |
| Weighted average  number of Units outstanding |       |                        |       |                        |       |                      |       |                      |       |
| Class A                                       |       | 8,156,307                   |       | 4,641,078                   |       | 7,787,526                 |       | 3,701,988                 |       |
| Class C                                       |       | 57,864,144                  |       | 35,916,726                  |       | 55,345,750                |       | 27,810,490                |       |
| Class D                                       |       | 11,841,352                  |       | 11,469,188                  |       | 12,983,450                |       | 6,407,676                 |       |
| Class I                                       |       | 6,579,709                   |       | 4,625,321                   |       | 6,322,470                 |       | 3,533,492                 |       |
|                                          |       |                        |       |                        |       |                      |       |                      |       |
| Net income  (loss) per weighted average Units |       |                        |       |                        |       |                      |       |                      |       |
| Class A                                       |       | $                           | 0.2488     |                        | $          | (0.0584                   | )          | $                         | 0.1125     |   | $ | (0.1984 | ) |
| Class C                                       |       | $                           | 0.2412     |                        | $          | (0.0651                   | )          | $                         | 0.1089     |   | $ | (0.2073 | ) |
| Class D                                       |       | $                           | 0.2642     |                        | $          | (0.0598                   | )          | $                         | 0.0772     |   | $ | (0.1405 | ) |
| Class I                                       |       | $                           | 0.2534     |                        | $          | (0.0735                   | )          | $                         | 0.1184     |   | $ | (0.2236 | ) |

 

See notes to financial statements.

2

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ML APPLETON FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the six months ended June 30, 2006 and 2007 

(unaudited)
| ** **                  | ** ** | **Members’ Capital  December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  June 30, 2006** | ** ** | **Members’ Capital  December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  June 30, 2007** | ** ** |
|-----------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|---------------------------------------------------------|------------|
| ** **                  | ** ** | ** **                                                  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                                              | ** ** | ** **                                                  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **                                              | ** ** |
| Class A                     |       | 2,015,034                                                   |       | 3,735,025         |       | (161,159        | )          | 5,588,900                                               |       | 6,711,299                                                   |       | 2,048,581         |       | (579,045        | )          | 8,180,835                                               |       |
| Class C                     |       | 14,289,916                                                  |       | 27,785,783        |       | (1,543,754      | )          | 40,531,945                                              |       | 51,147,894                                                  |       | 11,438,665        |       | (4,603,020      | )          | 57,983,539                                              |       |
| Class D                     |       | 375,509                                                     |       | 12,970,838        |       | —          |       | 13,346,347                                              |       | 14,081,577                                                  |       | 215,502           |       | (2,400,000      | )          | 11,897,079                                              |       |
| Class I                     |       | 1,627,486                                                   |       | 3,517,592         |       | (486,494        | )          | 4,658,584                                               |       | 5,958,439                                                   |       | 745,195           |       | (116,175        | )          | 6,587,459                                               |       |
|                        |       |                                                        |       |              |       |            |       |                                                    |       |                                                        |       |              |       |            |       |                                                    |       |
| Total Members’  Units  |       | 18,307,945                                                  |       | 48,009,238        |       | (2,191,407      | )          | 64,125,776                                              |       | 77,899,209                                                  |       | 14,447,943        |       | (7,698,240      | )          | 84,648,912                                              |       |
|                        |       |                                                        |       |              |       |            |       |                                                    |       |                                                        |       |              |       |            |       |                                                    |       |
| Class A                     |       | 10,158                                                      |       | —            |       | —          |       | 10,158                                                  |       | 10,158                                                      |       | —            |       | —          |       | 10,158                                                  |       |
| Class C                     |       | 10,166                                                      |       | —            |       | —          |       | 10,166                                                  |       | 10,166                                                      |       | —            |       | —          |       | 10,166                                                  |       |
| Class D                     |       | —                                                      |       | —            |       | —          |       | —                                                  |       | —                                                      |       | —            |       | —          |       | —                                                  |       |
| Class I                     |       | —                                                      |       | —            |       | —          |       | —                                                  |       | —                                                      |       | —            |       | —          |       | —                                                  |       |
|                        |       |                                                        |       |              |       |            |       |                                                    |       |                                                        |       |              |       |            |       |                                                    |       |
| Total Sponsor’s  Units |       | 20,324                                                      |       | —            |       | —          |       | 20,324                                                  |       | 20,324                                                      |       | —            |       | —          |       | 20,324                                                  |       |

 

See notes to financial statements.

3

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ML APPLETON FUTURESACCESS LLC

(a Delaware LimitedLiability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITAL

For the six months ended June 30, 2006 and 2007 

(unaudited)
| ** **                     | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **        | ** ** | **Members’ Capital** | ** ** | **Members’ Capital**  | ** ** | ** **        | ** ** | ** **      | ** ** | ** **          | ** ** | **Members’ Capital** | ** ** |
|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|-------------------|------------|--------------------------------|------------|---------------------------------|------------|-------------------|------------|-----------------|------------|---------------------|------------|--------------------------------|------------|
| ** **                     | ** ** | **December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Loss** | ** ** | **June 30, 2006**    | ** ** | **December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Income** | ** ** | **June 30, 2007**    | ** ** |
| ** **                     | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **      | ** ** | ** **        | ** ** | ** **                     | ** ** | ** **                      | ** ** | ** **        | ** ** | ** **      | ** ** | ** **          | ** ** | ** **                     | ** ** |
| Class A                        |       | $                               | 2,205,634  |              | $          | 3,511,270       |       | $                 | (147,296   | )                              | $          | (732,019                        | )          | $                 | 4,837,589  |            | $          | 7,453,230           |       | $                              | 2,221,055  |   | $ | (635,693 | ) | $ | 874,689 |   | $ | 9,913,281 |   |
| Class C                        |       | 15,516,532                      |       | 26,268,824        |       | (1,396,329      | )          | (5,762,808        | )          | 34,626,219                     |       | 55,775,159                      |       | 11,805,215        |       | (4,941,570      | )          | 6,024,589           |       | 68,663,393                     |       |
| Class D                        |       | 418,886                         |       | 12,354,048        |       | —          |       | (900,177          | )          | 11,872,757                     |       | 16,184,797                      |       | 245,999           |       | (2,398,800      | )          | 1,002,464           |       | 15,034,460                     |       |
| Class I                        |       | 1,789,391                       |       | 3,478,016         |       | (420,421        | )          | (790,155          | )          | 4,056,831                      |       | 6,670,600                       |       | 776,872           |       | (130,582        | )          | 748,343             |       | 8,065,233                      |       |
|                           |       |                            |       |              |       |            |       |              |       |                           |       |                            |       |              |       |            |       |                |       |                           |       |
| Total Members’  Interests |       | $                               | 19,930,443 |              | $          | 45,612,158      |       | $                 | (1,964,046 | )                              | $          | (8,185,159                      | )          | $                 | 55,393,396 |            | 86,083,786 |                | 15,049,141 |                           | $          | (8,106,645 | ) | $ | 8,650,085 |   | $ | 101,676,367 |   |
|                           |       |                            |       |              |       |            |       |              |       |                           |       |                            |       |              |       |            |       |                |       |                           |       |
| Class A                        |       | $                               | 11,142     |              | $          | —          |       | $                 | —     |                           | $          | (2,342                          | )          | $                 | 8,800      |            | $          | 11,285              |       | $                              | —     |   | $ | — |   | $ | 1,027 |   | $ | 12,312 |   |
| Class C                        |       | 11,061                          |       | —            |       | —          |       | (2,370            | )          | 8,691                          |       | 11,089                          |       | —            |       | —          |       | 952                 |       | 12,041                         |       |
| Class D                        |       | —                          |       | —            |       | —          |       | —            |       | —                         |       | —                          |       | —            |       | —          |       | —              |       | —                         |       |
| Class I                        |       | —                          |       | —            |       | —          |       | —            |       | —                         |       | —                          |       | —            |       | —          |       | —              |       | —                         |       |
|                           |       |                            |       |              |       |            |       |              |       |                           |       |                            |       |              |       |            |       |                |       |                           |       |
| Total Sponsor’s Interest  |       | $                               | 22,203     |              | $          | —          |       | $                 | —     |                           | $          | (4,712                          | )          | $                 | 17,491     |            | $          | 22,374              |       | $                              | —     |   | $ | — |   | $ | 1,979 |   | $ | 24,353 |   |
|                           |       |                            |       |              |       |            |       |              |       |                           |       |                            |       |              |       |            |       |                |       |                           |       |
| Total Members’ Capital    |       | $                               | 19,952,646 |              | $          | 45,612,158      |       | $                 | (1,964,046 | )                              | $          | (8,189,871                      | )          | $                 | 55,410,887 |            | $          | 86,106,160          |       | $                              | 15,049,141 |   | $ | (8,106,645 | ) | $ | 8,652,064 |   | $ | 101,700,720 |   |

 

See notes to financial statements

4

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ML APPLETON FUTURESACCESS LLC 

(a Delaware LimitedLiability Company)

NOTES TO FINANCIALSTATEMENTS

(unaudited)

1.     SUMMARY OFSIGNIFICANT ACCOUNTING POLICIES

In the opinion ofmanagement, the financial statements contain all adjustments necessary topresent fairly the financial position of ML Appleton FuturesAccess LLC (the “Fund”)as of June 30, 2007, and the results of its operations for the three and sixmonths ended June 30, 2007 and 2006. However, the operating results for the interim period may not beindicative of the results for the full year.

Certaininformation and footnote disclosures normally included in annual financialstatements prepared in accordance with accounting principles generally acceptedin the United States of America (“US GAAP”) have been omitted.  It is suggested that these financialstatements be read in conjunction with the financial statements and notesthereto included in the Fund’s Annual Report on Form 10-K filed with theSecurities and Exchange Commission for the year ended December 31, 2006.

The preparation offinancial statements in conformity with US GAAP requires management to makeestimates and assumptions that affect the reported amounts of assets andliabilities and disclosure of contingent assets and liabilities at the date ofthe financial statements and the reported amounts of revenues and expensesduring the reporting period.  Actualresults could differ from those estimates.

2.               NET ASSET VALUE PERUNIT

For financial reportingpurposes, in conformity with US GAAP, the Fund deducted the total initialoffering costs payable to Merrill Lynch Alternative Investments (“MLAI”) atinception from Members’ Capital for purposes of determining Net AssetValue.  For all other purposes, includingcomputing Net Asset Value for purposes of member subscription and redemptionactivity, such costs are amortized over 60 months. Consequently, the Net AssetValue and Net Asset Value per Unit of the different Classes for financialreporting purposes and for all other purposes are as follows:

At June 30, 2007 the NetAsset Values of the different Classes of Units are as follows:
|            | ** ** | **Net Asset Value**      | ** **  | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|------------------------------------|-------------|--------------------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other   Purposes** | ** **  | **Financial  Reporting** | ** ** | **Number of  Units**                        | ** ** | **   All Other     Purposes** | ** ** | **Financial    Reporting  ** | ** ** |
| Class A    |       | $                                  | 9,927,697   |                     | $          | 9,925,593                                        |       | 8,190,993 |   | $ | 1.2120 |   | $ | 1.2118 |   |
| Class C    |       | 68,689,254                         |        | 68,675,434               |       | 57,993,705                                       |       | $ | 1.1844 |   | $ | 1.1842 |   |
| Class D    |       | 15,034,461                         |        | 15,034,460               |       | 11,897,079                                       |       | $ | 1.2637 |   | $ | 1.2637 |   |
| Class I    |       | 8,066,720                          |        | 8,065,233                |       | 6,587,459                                        |       | $ | 1.2246 |   | $ | 1.2243 |   |
|       |       | $                                  | 101,718,132 |                     | $          | 101,700,720                                      |       | 84,669,236 |   |   |   |   |   |

 

5

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At December 31, 2006 theNet Asset Values of the different Classes of Units were:
|            | ** ** | **Net Asset Value** | ** ** | ** **               | ** ** | **Net Asset Value per Unit** | ** ** |
|------------|------------|-------------------------------|------------|--------------------------|------------|--------------------------------------------------|------------|
| ** ** | ** ** | **All Other  Purposes**  | ** ** | **Financial  Reporting** | ** ** | **Number of  Units**                        | ** ** | **All Other    Purposes  ** | ** ** | **Financial    Reporting  ** | ** ** |
| Class A    |       | $                             | 7,467,193  |                     | $          | 7,464,515                                        |       | 6,721,457 |   | $ | 1.1109 |   | $ | 1.1106 |   |
| Class C    |       | 55,804,482                    |       | 55,786,248               |       | 51,158,060                                       |       | $ | 1.0908 |   | $ | 1.0905 |   |
| Class D    |       | 16,184,799                    |       | 16,184,797               |       | 14,081,577                                       |       | $ | 1.1494 |   | $ | 1.1494 |   |
| Class I    |       | 6,672,555                     |       | 6,670,600                |       | 5,958,439                                        |       | $ | 1.1198 |   | $ | 1.1195 |   |
|       |       | $                             | 86,129,029 |                     | $          | 86,106,160                                       |       | 77,919,533 |   |   |   |   |   |

 

3.               MARKET AND CREDIT RISKS

Thenature of this Fund has certain risks, which cannot be presented on thefinancial statements.  The followingsummarizes some of those risks.

MarketRisk

Derivativeinstruments involve varying degrees of market risk.  Changes in the level or volatility ofinterest rates, foreign currency exchange rates or the market values of thefinancial instruments or commodities underlying such derivative instrumentsfrequently result in changes in the Fund’s Net unrealized profit (loss) on suchderivative instruments as reflected in the Statements of FinancialCondition.  The Fund’s exposure to marketrisk is influenced by a number of factors, including the relationships amongthe derivative instruments held by the Fund as well as the volatility andliquidity of the markets in which the derivative instruments are traded.Investments in foreign markets may also entail legal and political risks.

The Sponsor of theFund, Merrill Lynch Alternative Investments (“MLAI”), has procedures in placeintended to control market risk exposure, although there can be no assurancethat they will, in fact, succeed in doing so. These procedures focus primarily on monitoring the trading of AppletonCapital Management (“Appleton”), the trading advisor, calculating the Net AssetValue of the Fund as of the close of business on each day and reviewingoutstanding positions for over-concentrations. While MLAI does not intervene in the markets to hedge or diversify theFund’s market exposure, MLAI may urge Appleton to reallocate positions in anattempt to avoid over-concentrations. However, such interventions are expected to be unusual.  It is expected that MLAI’s basic risk controlprocedures will consist of the ongoing process of advisor monitoring, with themarket risk controls being applied by Appleton.

Credit Risk

The risksassociated with exchange-traded contracts are typically perceived to be lessthan those associated with over-the-counter (non-exchange-traded) transactions,because exchanges typically provide clearinghouse arrangements in which thecollective credit (in some cases limited in amount, in some cases not) of themembers of the exchange is pledged to support the financial integrity of theexchange.  In over-the-countertransactions, on the other hand, traders must rely solely on the credit oftheir respective individual counterparties. Margins, which may be subject toloss in the event of a

6

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default, aregenerally required in exchange trading, and counterparties may also requiremargin in the over-the-counter markets.

The credit riskassociated with these instruments from counterparty nonperformance is the Netunrealized profit (loss), if any, included in the Statements of FinancialCondition. The Fund attempts to mitigate this risk by dealing exclusively withMerrill Lynch & Co. Inc. (“Merrill Lynch”) entities as clearing brokers.

The Fund, in its normalcourse of business, enters into various contracts, with Merrill Lynch PierceFenner & Smith Inc. (“MLPF&S”) acting as its commodity broker.  Pursuant to the brokerage arrangement withMLPF&S (which includes a netting arrangement), to the extent that suchtrading results in receivables from and payables to MLPF&S, thesereceivables and payables are offset and reported as a net receivable or payableand included in Equity in commodity futures trading accounts on the Statementsof Financial Condition.

4.         RECENT ACCOUNTING PRONOUNCEMENTS

InJune 2006, the Financial Accounting Standards Board (“FASB”) issuedInterpretation No.48 (“FIN 48”), Accounting for Uncertainty in Income Taxes –an interpretation of FASB Statement No.109. In May 2007, FASB amended thisguidance by issuing FASB Staff Position No. FIN 48-1, Definition of settlementin FASB Interpretation No. 48.  FIN 48,as amended, prescribes the minimum recognition threshold a tax position mustmeet in connection with accounting for uncertainties in income tax positionstaken or expected to be taken by an entity before being measured and recognizedin the financial statements. Adoption of FIN 48, as amended, is required forfiscal years beginning after December 15, 2006. The Fund has evaluated its taxpositions and has determined that the implementation of this pronouncement doesnot have a material impact to the financial statements.

In September 2006, theFASB issued Statement of Financial Accounting Standards No. 157, Fair ValueMeasurements (“FAS 157”).  FAS 157 establishes a common definitionfor fair value under accounting principles generally accepted in the UnitedStates of America, establishes a framework for measuring fair value and expandsdisclosure requirements about such fair value measurements.  FAS 157 iseffective for fiscal years beginning after November 15, 2007.  The Fund iscurrently evaluating the impact of adopting FAS 157 on its financialstatements.

7

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Item 2:          Management’sDiscussion and Analysis of Financial Condition and Results of Operations

MONTH-END NET ASSET VALUE PER UNIT

(NON US GAAP)

MLAIbelieves that the Net Asset Value used to calculate subscription and redemptionvalue and to report performance to investors throughout the year is the mostvaluable to the Members of the Fund. Therefore, the charts below referencing Net Asset Value and performancemeasurements are based on the Net Asset Value for all other purposes, asdiscussed in Note 2 to the financial statements.

Class A
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|
| 2006 |       | $        | 1.1026     |     | $          | 1.0013   |       | $        | 0.9367     |     | $          | 0.8956  |       | $ | 0.8506 |   | $ | 0.8663 |   |
| 2007 |       | $        | 1.1381     |     | $          | 1.0669   |       | $        | 0.9622     |     | $          | 1.0659  |       | $ | 1.1488 |   | $ | 1.2120 |   |

 

Class C
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|
| 2006 |       | $        | 1.0929     |     | $          | 0.9915   |       | $        | 0.9268     |     | $          | 0.8854  |       | $ | 0.8402 |   | $ | 0.8550 |   |
| 2007 |       | $        | 1.1165     |     | $          | 1.0460   |       | $        | 0.9426     |     | $          | 1.0433  |       | $ | 1.1236 |   | $ | 1.1844 |   |

 

Class D
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|
| 2006 |       | $        | 1.1251     |     | $          | 1.0231   |       | $        | 0.9583     |     | $          | 0.9174  |       | $ | 0.8724 |   | $ | 0.8896 |   |
| 2007 |       | $        | 1.1789     |     | $          | 1.1068   |       | $        | 0.9994     |     | $          | 1.1085  |       | $ | 1.1963 |   | $ | 1.2637 |   |

 

Class I
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May.** | ** ** | **Jun** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|
| 2006 |       | $        | 1.1079     |     | $          | 1.0060   |       | $        | 0.9414     |     | $          | 0.9004  |       | $ | 0.8554 |   | $ | 0.8715 |   |
| 2007 |       | $        | 1.1476     |     | $          | 1.0764   |       | $        | 0.9711     |     | $          | 1.0761  |       | $ | 1.1603 |   | $ | 1.2246 |   |

 

Performance Summary

January 1, 2007 to June 30, 2007

January 1, 2007 to March 31, 2007

TheFund posted a net loss trading in financials and currencies due to difficulttrading conditions for all currency market participants as some longstandingpositions were exited as the favorable conditions of the last quarter of 2006experienced a very soft landing.

Thebeginning of the quarter proved to be uneventful from a performance point ofview. The middle of the quarter was extremely difficult for the Fund withvolatility and longstanding trends coming to an abrupt halt, not just incurrency markets but in global macro markets generally. The difficulties in thecurrency markets experienced mid-quarter continued into the end of the quarterwith the major foreign exchange market being subject to some harsh reversalsand some choppy volatility.

Thereappears to be two opposite forces pulling on the U.S. dollar and the Japaneseyen. However, the significant interest rate differential and the outlook forfurther rates hikes from the U.S. Federal Reserve would appear to support theU.S. dollar. Against this, there appears to be a reluctance to hold U.S.currency against the backdrop of increasing deficits and the war in Iraq.

8

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Thetraditional practice of holding a high yielding currency at the expense of alow-yield is commonplace in the foreign exchange markets. The rationale is thatin the absence of any movement in the spot price, the currency manager willbenefit from the interest rate differential therein. Getting back to thespecifics of March, it was a frustrating month in the sense that a currencymanager with more primitive risk management systems may have been rewarded inthe case of a position like the Euro/Japanese Yen. Having started the month ata level of 156.25, the cross continued to fall precipitously in the first fourdays of the month. Ultimately, the market found support marginally below151.00. Considering that the peak had been 159.50 in the latter stages of theprior month, the total reversal in excess of 5% was considerable, particularlywhen annualized volatility was being priced at between 6% and 7%. The modelcontinued to react as it had done in the final days of February, by cuttingpositions due both to the increased volatility and also the perceived change inoverall direction of the market. The potential for frustration, and thejustification for the comment in the opening line of this paragraph, stems fromthe fact that the next four weeks saw the market gradually climb all the wayback to 157.25 by the end of March. Thus, a complete ignorance of volatilitywould have seen the portfolio hold onto the position and make gains ultimately,albeit with extreme levels of profit and loss in the interim. Clearly, thisapproach is not in keeping with the Appleton risk management credo. Portfoliovolatility must be kept constant at all times. Therefore as the position inquestion continued to fall through successive levels, the proprietaryassessment of volatility crept up, with the consequence that positions neededto be reduced in size in order to remain within parameters.

April 1, 2007 to June 2007

The Fund postedgains trading in financials and currencies after difficult trading conditionsfor all currency markets during the second quarter of 2007.

Strong moves inmost of the major currencies allowed for technical approaches to capitalize atthe beginning of the quarter. The Euro and the British pound both reachedhistorically significant highs, and although currency market volatilityremained low, opportunities for profit were plentiful.

The Fund has beencycling out of long positions in the Euro from April onwards. Gains continuedto be posted to the Fund mid-quarter with the weakening of the Japanese yen asthe dominant theme.

At quarter’s endthe Japanese yen continued to be the weakest of the major currencies and thisprice action, coupled with the considerable interest rate differentialassociated with the currency contributed to profits being posted to the Fund.Both the British pound and the Canadian dollar showed strength against the U.S.dollar and the Japanese yen.

January 1, 2006 to June 30, 2006

January 1, 2006 to March 31, 2006

TheFund posted a net loss trading in financials and currencies due to difficulttrading conditions for all currency market participants as the market reversedsome long established trends and themes.

Themain difficulties continue to stem from the lack of direction in the Japaneseyen.  There appears to be two oppositeforces pulling on the U.S. dollar and the Japanese yen. However, the significantinterest rate differential and the outlook for further rates hikes from theU.S. Federal Reserve would appear to support the U.S. dollar. Against this,there appears to be a reluctance to hold U.S. currency against the backdrop ofincreasing deficits and the war in Iraq. As a result, the trading continued tobe trapped in the 116.00 to 119.00 range. Losses for the Fund continued throughthe end of the quarter due to the unwinding of the carry trades across theboard.

9

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Thetraditional practice of holding a high yielding currency at the expense of alow-yield one is commonplace in the foreign exchange markets. The rationale isthat in the absence of any movement in the spot price, the currency managerwill benefit from the interest rate differential therein.  Reflecting on the movement in the firstquarter, or lack thereof, in the major currency markets, Japanese yen, Euro,British pound and Canadian dollar showed that the price action in that timeperiod was a trend-follower’s nightmare, with either little or no directionaccompanied by patchy levels of volatility.

April 1, 2006 to June 30, 2006

TheFund posted a net trading loss in financials and currencies due to difficulttrading conditions for all currency market participants as the market reversedsome long established trends and themes.

Thebeginning of the second quarter proved to be uneventful from a performancepoint of view. In the middle of the quarter, for the fifth time this year, theJapanese yen strengthened sharply, causing the slide in the Australian dollarto the Japanese yen which resulted in most of the losses incurred at this timeand in this one position.  At the end ofthe quarter the Fund reversed its four month losing streak with 25% Risk Programrecording a gain of roughly 1.82%. The quarter ended uneventful, with theinterim performance never straying far above or below breakeven. Furthermore,positions were only marginally changed throughout the month as the previouslyheld portfolio continued to present the best case for risk adjusted returns.

Thetraditional practice of holding a high yielding currency at the expense of alow-yield is commonplace in the foreign exchange markets. The rationale is thatin the absence of any movement in the spot price, the currency manager will benefitfrom the interest rate differential therein. Reflecting on the movement in the second quarter, or lack thereof, inthe major currency markets, Japanese yen, Euro, British pound and Canadiandollar will show that the price action in that time period was a trend-follower’snightmare, with little or no direction accompanied by patchy levels ofvolatility.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Introduction

The Fund is a speculativecommodity pool. The market sensitive instruments held by it are acquired forspeculative trading purposes and all or substantially all of the Fund’s assetsare subject to the risk of trading loss. Unlike an operating company, the risk of market sensitive instruments isintegral, not incidental, to the Fund’s main line of business.

Market movements resultin frequent changes in the fair market value of the Fund’s open positions and,consequently, in its earnings and cash flow. The Fund’s market risk isinfluenced by a wide variety of factors, including the level and volatility ofinterest rates, exchange rates, equity price levels, the market value offinancial instruments and contracts, the diversification effects among the Fund’sopen positions and the liquidity of the markets in which it trades.

The Fund, under thedirection of Appleton, rapidly acquires and liquidates both long and shortpositions in currency markets. Consequently, it is not possible to predict how a particular futuremarket scenario will affect performance, and the Fund’s past performance is notnecessarily indicative of its future results.

Value at Risk is ameasure of the maximum amount which the Fund could reasonably be expected tolose in a given market sector. However, the inherent uncertainty of the Fund’sspeculative

10

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trading and the recurrence in the markets traded bythe Fund of market movements far exceeding expectations could result in actualtrading or non-trading losses far beyond the indicated Value at Risk or theFund’s experience to date (i.e., “risk of ruin”). In light of the foregoing, aswell as the risks and uncertainties intrinsic to all future projections, thequantifications included in this section should not be considered to constituteany assurance or representation that the Fund’s losses in any market sectorwill be limited to Value at Risk or by the Fund’s attempts to manage its marketrisk.

Quantifying The Fund’s Trading Value At Risk

Quantitative Forward-LookingStatements

The followingquantitative disclosures regarding the Fund’s market risk exposures contain “forward-lookingstatement” within the meaning of the safe harbor form civil liability providedfor such statements by the Private Securities Litigation Reform Act of 1995(set forth in Section 27Aof the Securities Act of 1933 and Section 21E of theSecurities Exchange Act of 1934).  Allquantitative disclosures in this section are deemed to be forward-lookingstatements for purposes of the safe harbor, except for statements of historicalfact.

The Fund’s risk exposurein the various market sectors traded by Appleton is quantified below in termsof Value at Risk.  Due to the Fund’smark-to-market accounting, any loss in the fair value of the Fund’s openpositions is directly reflected in the Fund’s earnings (realized or unrealized)and cash flow (at least in the case of exchange-traded contracts in whichprofits and losses on open positions are settled daily through variationmargin).

Exchange maintenancemargin requirements have been used by the Fund as the measure of its Value atRisk.  Maintenance margin requirementsare set by exchanges to equal or exceed the maximum loss in the fair value ofany given contract incurred in 95%-99% of the one-day time periods included inthe historical sample (generally approximately one year) researched for purposesof establishing margin levels.  Themaintenance margin levels are established by dealers and exchanges usinghistorical price studies as well as an assessment of current market volatility(including the implied volatility of the options on a given futures contract)and economic fundamentals to provide a probabilistic estimate of the maximumexpected near-term one-day price fluctuation.

100%positive correlation in the different positions held in each market riskcategory has been assumed.  Consequently,the margin requirements applicable to the open contracts have been aggregatedto determine each trading category’s aggregate Value at Risk.  The diversification effects resulting fromthe fact that the Fund’s positions are rarely, if ever, 100% positivelycorrelated have not been reflected.

11

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***The Fund’s Trading Value at Riskin Different Market Sectors***

The following table indicates theaverage, highest and lowest trading Value at Risk associated with the Fund’sopen positions by market category for the fiscal period. For the six monthsended June 30, 2007 and June 30, 2006, the Fund’s average month-end Net AssetValue for all other purposes was approximately $88,306,112 and $35,128,439,respectively.
|                        | ** ** | **June 30, 2007** | ** ** |
|------------------------|------------|-----------------------------|------------|
| ** **             | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                   |       |                        |       |   |   |   |   |   |   |
| Currencies             |       | $                           | 2,126,316  |   | 2.41 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |
|                   |       |                        |       |   |   |   |   |   |   |
| TOTAL                  |       | $                           | 2,126,316  |   | 2.41 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |

 
|                        | ** ** | **June 30, 2006** | ** ** |
|------------------------|------------|-----------------------------|------------|
| ** **             | ** ** | **Average**                 | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector** | ** ** | **Value at Risk** | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                   |       |                        |       |   |   |   |   |   |   |
| Currencies             |       | $                           | 2,126,316  |   | 6.05 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |
|                   |       |                        |       |   |   |   |   |   |   |
| TOTAL                  |       | $                           | 2,126,316  |   | 6.05 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |

 

Material Limitations on Value at Risk as an Assessment ofMarket Risk

The face value of the market sectorinstruments held by the Fund is typically many times the applicable maintenancemargin requirement (maintenance margin requirements generally ranging betweenapproximately 1% and 10% of contract face value) as well as many times thecapitalization of the Fund.  Themagnitude of the Fund’s open positions creates a “risk of ruin” not typicallyfound in most other investment vehicles. Because of the size of its positions, certain market conditions —unusual, but historically recurring from time to time — could cause the Fund toincur severe losses over a short period of time.   The foregoing Value at Risk table — as wellas the past performance of the Fund — gives no indication of this “risk ofruin.”

**Non-Trading Risk**

ForeignCurrency Balances; Cash on Deposit with MLPF&S

TheFund has non-trading market risk on its foreign cash balances not needed formargin. However, these balances (as well as the market risk they represent) areimmaterial.

TheFund also has non-trading market risk on the approximately 90%-95% of itsassets which are held in cash at MLPF&S. The value of this cash is notinterest rate sensitive, but there is cash flow risk in that if interest ratesdecline so will the cash flow generated on these monies. This cash flow risk isimmaterial.

12

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Item 4. Controls and Procedures

MLAI, the Sponsorof ML Appleton FuturesAccess LLC (the “Fund”), with the participation of the Sponsor’sChief Executive Officer and the Chief Financial Officer, has evaluated theeffectiveness of the design and operation of its disclosure controls andprocedures with respect to the Fund as of the end of the period of thisquarterly report, and, based on this evaluation, has concluded that thesedisclosure controls and procedures are effective.  Additionally, there were no significantchanges in the Fund’s internal controls or in other factors that couldsignificantly affect these controls subsequent to the date of this evaluation,including any corrective actions with regard to significant deficiencies andmaterial weaknesses.

13

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PART II - OTHERINFORMATION

Item 1.            LegalProceedings

On July 31, 2007, the CFTC issued an orderagainst MLAI and an advisory affiliate, to which MLAI and the affiliateconsented, containing findings, which MLAI and the affiliate neither admittednor denied, that MLAI and the affiliate filed with the NFA a number of annualreports for commodity pools for which they acted as commodity pool operatorsafter the deadline established by the CFTC’s regulations, in violation of CFTCRegulation 4.22(c). MLAI and the affiliate were ordered to cease and desistfrom violating Regulation 4.22(c) and to pay a civil penalty in the amount of $500,000.

Item 2.            UnregisteredSales of Equity Securities and Use of Proceeds

(a) Issuance toaccredited investors pursuant to Regulation D and Section 4(6) under theSecurities Act.  The selling agent of thefollowing Class of Units was MLPF&S.

CLASS A
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-07     |       |             | $          | 362,694    |       | 326,486          |       | $ | 1.1109 |   |
| Feb-07     |       |             | 425,110    |       | 373,526    |             | 1.1381     |   |
| Mar-07     |       |             | 611,311    |       | 572,979    |             | 1.0669     |   |
| Apr-07     |       |             | 198,897    |       | 206,711    |             | 0.9622     |   |
| May-07     |       |             | 391,972    |       | 367,738    |             | 1.0659     |   |
| Jun-07     |       |             | 231,071    |       | 201,141    |             | 1.1488     |   |
| Jul-07     |       |             | 230,093    |       | 189,846    |             | 1.2120     |   |
|            |            |                  |            |            |            |                  |            |  |  |  |

 

CLASS C
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-07     |       |             | $          | 986,982    |       | 904,824          |       | $ | 1.0908 |   |
| Feb-07     |       |             | 1,253,978  |       | 1,123,133  |             | 1.1165     |   |
| Mar-07     |       |             | 2,406,961  |       | 2,301,110  |             | 1.0460     |   |
| Apr-07     |       |             | 3,383,667  |       | 3,589,716  |             | 0.9426     |   |
| May-07     |       |             | 2,355,699  |       | 2,257,931  |             | 1.0433     |   |
| Jun-07     |       |             | 1,417,928  |       | 1,261,951  |             | 1.1236     |   |
| Jul-07     |       |             | 2,183,444  |       | 1,843,502  |             | 1.1844     |   |
|            |            |                  |            |            |            |                  |            |  |  |  |

 

CLASS D
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-07     |       |             | $          | —     |       | —           |       | $ | 1.1494 |   |
| Feb-07     |       |             | —     |       | —     |             | 1.1789     |   |
| Mar-07     |       |             | 145,999    |       | 131,911    |             | 1.1068     |   |
| Apr-07     |       |             | —     |       | —     |             | 0.9994     |   |
| May-07     |       |             | —     |       |       |             | 1.1085     |   |
| Jun-07     |       |             | 100,000    |       | 83,591     |             | 1.1963     |   |
| Jul-07     |       |             | —     |       | —     |             | 1.2637     |   |
|            |            |                  |            |            |            |                  |            |  |  |  |

 

CLASS 1
| ** ** | ** ** | **Subscription** | ** ** | ** ** | ** ** | ** **       | ** ** |
|------------|------------|------------------|------------|------------|------------|------------------|------------|
| ** ** | ** ** | **Amount**       | ** ** | **Units**  | ** ** | **NAV (1)** | ** ** |
| Jan-07     |       |             | $          | 9,949      |       | 8,885            |       | $ | 1.1198 |   |
| Feb-07     |       |             | 10,000     |       | 8,713      |             | 1.1476     |   |
| Mar-07     |       |             | 365,810    |       | 339,846    |             | 1.0764     |   |
| Apr-07     |       |             | 283,698    |       | 292,141    |             | 0.9711     |   |
| May-07     |       |             | 44,998     |       | 41,816     |             | 1.0761     |   |
| Jun-07     |       |             | 62,417     |       | 53,794     |             | 1.1603     |   |
| Jul-07     |       |             | 9,999      |       | 8,165      |             | 1.2246     |   |
|            |            |                  |            |            |            |                  |            |  |  |  |

 

----

(1) Net Asset Value for all other purposes

(b)         None.

(c)          None.

14

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Item 3.            Defaults Upon Senior Securities

None.

Item 4.            Submission of Matters to a Vote of SecurityHolders

None.

Item 5.            Other Information

None.

Item 6.            Exhibits

The followingexhibits are incorporated by reference or are filed herewith to this QuarterlyReport on Form 10-Q:

31.01 and 31.02             Rule 13a-14(a)/15d-14(a)Certifications

Exhibit 31.01 and 31.02:               Are filed herewith.

32.01 and 32.02             Section 1350 Certifications

Exhibit 32.01 and32.02                Arefiled herewith.

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**SIGNATURES**

Pursuant to the requirements of the SecuritiesExchange Act of 1934, the registrant has duly caused this report to be signedon its behalf by the undersigned thereunto duly authorized.
|                              |   | ML APPLETON FUTURESACCESS LLC                      |
|------------------------------|--------|----------------------------------------------------|
|                         |   |                                               |
|                         |   |                                               |
|                         |   |  By:  MERRILL LYNCH ALTERNATIVE               |   |
|                         |   | INVESTMENTS LLC                                    |   |
|                         |   | (Manager)                                          |   |
|                         |   |                                               |   |
|                         |   |                                               |   |
| Date: August 14, 2007        |   |  By                                           | /s/ ROBERT D. OLLWERTHER |   |
|                         |   |   Robert  D. Ollwerther                  |   |
|                         |   |   Chief  Executive Officer and President |   |
|                         |   |   (Principal  Executive Officer)         |   |
|                         |   |                                               |   |
|                         |   |                                               |   |
| Date:  August  14, 2007 |   |                                               |   |
|                         |   | By                                                 | /s/ BARBRA E. KOCSIS |   |
|                         |   |                                               | Barbra E. Kocsis |   |
|                         |   |                                               | Chief Financial Officer |   |
|                         |   |                                               | (Principal Financial and Accounting Officer) |
|                              |        |                                                    |  |  |  |  |

 

16

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