**UNITED STATESSECURITIES AND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

**FORM10-Q**

**(Mark One)**

**x****QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIESEXCHANGE ACT OF 1934**

**For the quarterly period endedSeptember 30, 2007**

**OR**

**o****TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGEACT OF 1934**

**For the transition period from                to**

**Commission File Number 0-51087**

# **MLAPPLETON FUTURESACCESS LLC**

# (Exact Name of Registrantasspecified in its charter)

| **Delaware**                                                     | ** ** | **20-1227880**                     |
|------------------------------------------------------------------|------------|------------------------------------|
| (State or other  jurisdiction of  incorporation or organization) |       | (IRS Employer  Identification No.) |

 

**c/o Merrill Lynch AlternativeInvestments LLCHopewell Building No. 21200 Merrill Lynch Drive - First FloorPennington, New Jersey 08534**

(Address ofprincipal executive offices)(Zip Code)

**609-274-5838**(Registrant’s telephone number, including area code)

Indicate by checkmark whether 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 mark whether the registrant is alarge accelerated filer, an accelerated filer, or a non-accelerated filer.  See definition of “accelerated filer andlarge accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

Large acceleratedfiler o   Acceleratedfiler o   Non-accelerated filer 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 checkmark whether the registrant has filed all documents and reports required to befiled by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934subsequent to the distribution of securities under a plan confirmed by a court.  Yeso  No o

 

 

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**MLAPPLETON FUTURESACCESS LLC**

QUARTERLY REPORTFOR SEPTEMBER 30, 2007 ON FORM 10-Q

Table of Contents
|     |   | PART I                                                   | **Page** |
|----------|--------|---------------------------------------------------------------------------------------------|----------|
|     |   |                                                                                        |     |   |
| 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                                 |     | 11 |
|     |   |                                                                                        |     |   |
| 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 APPLETONFUTURESACCESS LLC(a Delaware Limited Liability Company)

STATEMENTS OFFINANCIAL CONDITION
| ** **                                                                       | ** ** | **Setember 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) |       | $                     | 86,297,410 |                  | $          | 79,765,050 |   |
| Net unrealized  profit on open contracts                                         |       | 1,927,011             |       | 9,247,823             |       |
| Cash                                                                             |       | 106,345               |       | 236,003               |       |
| Accrued interest                                                                 |       | 341,285               |       | 333,978               |       |
|                                                                             |       |                  |       |                  |       |
| **TOTAL**                                                                        |       | $                     | 88,672,051 |                  | $          | 89,582,854 |   |
|                                                                             |       |                  |       |                  |       |
| **LIABILITIES AND MEMBERS’  CAPITAL:**                                      | ** ** | ** **            | ** ** | ** **            | ** ** |
| LIABILITIES:                                                                     |       |                  |       |                  |       |
| Management fee  payable                                                          |       | $                     | 147,453    |                  | $          | 147,853 |   |
| Sponsor’s fee  payable                                                      |       | 142,519               |       | 132,885               |       |
| Performance fee  payable                                                         |       | —                |       | 2,400,245             |       |
| Redemptions  payable                                                             |       | 1,592,777             |       | 491,360               |       |
| Initial offering  costs payable                                                  |       | 14,414                |       | 22,866                |       |
| Other                                                                            |       | 196,187               |       | 281,485               |       |
|                                                                             |       |                  |       |                  |       |
| Total  liabilities                                                               |       | 2,093,350             |       | 3,476,694             |       |
|                                                                             |       |                  |       |                  |       |
| MEMBERS’ CAPITAL:                                                           |       |                  |       |                  |       |
|  Sponsor’s Capital (20,324 Units)                                      |       | 20,275                |       | 22,374                |       |
|  Members’ Capital (86,583,351 Units and  77,899,209 Units)             |       | 86,558,426            |       | 86,083,786            |       |
|                                                                             |       |                  |       |                  |       |
| Total members’  capital                                                     |       | 86,578,701            |       | 86,106,160            |       |
|                                                                             |       |                  |       |                  |       |
| **TOTAL  LIABILITIES AND MEMBERS’ CAPITAL**                                 |       | $                     | 88,672,051 |                  | $          | 89,582,854 |   |

 

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

(Based on86,603,675 and 77,919,533 Units outstanding, unlimited Units authorized)

See notes tofinancial statements.

1

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ML APPLETON FUTURESACCESSLLC 

(a Delaware Limited Liability Company)

STATEMENTS OF OPERATIONS

(unaudited)
| ** **                                    | ** ** | **For the three** | ** **  | **For the three** | ** ** | **For the nine** | ** ** | **For the nine** | ** ** |
|-----------------------------------------------|------------|-----------------------------|-------------|-----------------------------|------------|----------------------------|------------|----------------------------|------------|
| ** **                                    | ** ** | **months ended**       | ** **  | **months ended**       | ** ** | **months ended**      | ** ** | **months ended**      | ** ** |
| ** **                                    | ** ** | **September 30,**      | ** **  | **September 30,**      | ** ** | **September 30,**     | ** ** | **September 30,**     | ** ** |
| ** **                                    | ** ** | **2007**                    | ** **  | **2006**                    | ** ** | **2007**                   | ** ** | **2006**                   | ** ** |
| **TRADING  PROFITS (LOSSES):**                |       |                        | ** **  |                        |       |                       |       |                       |       |
|                                          |       |                        |        |                        |       |                       |       |                       |       |
| Realized                                      |       | $                           | (14,689,586 | )                           | $          | 8,519,993                  |       | $                          | (1,866,601 | ) | $ | (967,615 | ) |
| Change in unrealized                          |       | (4,769,607                  | )           | (484,137                    | )          | (7,320,812                 | )          | 945,030                    |       |
|                                          |       |                        |        |                        |       |                       |       |                       |       |
| Total trading profits (losses)                |       | (19,459,193                 | )           | 8,035,856                   |       | (9,187,413                 | )          | (22,585                    | )          |
|                                          |       |                        | ** **  |                        |       |                       |       |                       |       |
| **INVESTMENT  INCOME:**                       |       |                        |        |                        |       |                       |       |                       |       |
| Interest                                      |       | 1,199,504                   |        | 817,442                     |       | 3,438,439                  |       | 1,653,572                  |       |
|                                          |       |                        |        |                        |       |                       |       |                       |       |
| **EXPENSES:**                                 |       |                        | ** **  |                        |       |                       |       |                       |       |
| Management fee                                |       | 441,049                     |        | 342,100                     |       | 1,347,201                  | ** ** | 723,121                    |       |
| Sponsor’s fee                            |       | 428,743                     |        | —                      |       | 1,278,983                  |       | —                     |       |
| Performance fee                               |       | (1,814,478                  | )           | 308,916                     |       | —                     |       | 671,479                    |       |
| Other                                         |       | 141,312                     |        | 213,289                     |       | 429,093                    |       | 437,265                    |       |
| Total expenses                                |       | (803,374                    | )           | 864,305                     |       | 3,055,277                  |       | 1,831,865                  |       |
|                                          |       |                        |        |                        |       |                       |       |                       |       |
| **NET  INVESTMENT INCOME (LOSS)**             |       | 2,002,878                   |        | (46,863                     | )          | 383,162                    |       | (178,293                   | )          |
|                                          |       |                        | ** **  |                        |       |                       | ** ** |                       |       |
| **NET  INCOME (LOSS)**                        |       | $                           | (17,456,315 | )                           | $          | 7,988,993                  |       | $                          | (8,804,251 | ) | $ | (200,878 | ) |
|                                          |       |                        |        |                        |       |                       |       |                       |       |
| **NET  INCOME (LOSS) PER UNIT:**              |       |                        |        |                        |       |                       |       |                       |       |
| Weighted average  number of Units outstanding |       |                        |        |                        |       |                       |       |                       |       |
| Class A                                       |       | 8,369,703                   |        | 6,417,476                   |       | 7,981,585                  |       | 4,607,151                  |       |
| Class C                                       |       | 60,432,155                  |        | 46,672,581                  |       | 57,041,218                 |       | 34,097,854                 |       |
| Class D                                       |       | 11,897,079                  |        | 13,995,065                  |       | 12,621,326                 |       | 8,936,806                  |       |
| Class I                                       |       | 6,781,850                   |        | 5,707,801                   |       | 6,475,597                  |       | 4,258,262                  |       |
|                                          |       |                        |        |                        |       |                       |       |                       |       |
| Net income  (loss) per weighted average Unit  |       |                        |        |                        |       |                       |       |                       |       |
| Class A                                       |       | $                           | (0.2012     | )                           | $          | 0.1114                     |       | $                          | (0.1015    | ) | $ | (0.0042 | ) |
| Class C                                       |       | $                           | (0.1980     | )                           | $          | 0.1073                     |       | $                          | (0.1042    | ) | $ | (0.0222 | ) |
| Class D                                       |       | $                           | (0.2061     | )                           | $          | 0.1151                     |       | $                          | (0.1148    | ) | $ | 0.0795 |   |
| Class I                                       |       | $                           | (0.1990     | )                           | $          | 1.1152                     |       | $                          | (0.0929    | ) | $ | (0.0311 | ) |

 

See notes tofinancial statements.

2

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ML APPLETON FUTURESACCESS LLC(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITALFor the nine months ended September 30, 2007 and 2006(unaudited)
| ** **                 | ** ** | **Members’ Capital  December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  September 30, 2006** | ** ** | **Members’ Capital  December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Members’ Capital  September 30, 2007** | ** ** |
|----------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|--------------------------------------------------------------|------------|
|                       |       |                                                        |       |              |       |            |       |                                                         |       |                                                        |       |              |       |            |       |                                                         |       |
| Class A                    |       | 2,015,034                                                   |       | 4,987,575         |       | (277,019        | )          | 6,725,590                                                    |       | 6,711,299                                                   |       | 2,658,586         |       | (1,303,492      | )          | 8,066,393                                                    |       |
| Class C                    |       | 14,289,916                                                  |       | 36,457,976        |       | (2,768,476      | )          | 47,979,416                                                   |       | 51,147,894                                                  |       | 15,945,078        |       | (6,812,226      | )          | 60,280,746                                                   |       |
| Class D                    |       | 375,509                                                     |       | 13,619,556        |       | —          |       | 13,995,065                                                   |       | 14,081,577                                                  |       | 215,502           |       | (2,400,000      | )          | 11,897,079                                                   |       |
| Class I                    |       | 1,627,486                                                   |       | 4,917,322         |       | (528,047        | )          | 6,016,761                                                    |       | 5,958,439                                                   |       | 1,153,777         |       | (773,083        | )          | 6,339,133                                                    |       |
|                       |       |                                                        |       |              |       |            |       |                                                         |       |                                                        |       |              |       |            |       |                                                         |       |
| Total Members’ Units  |       | 18,307,945                                                  |       | 59,982,429        |       | (3,573,542      | )          | 74,716,832                                                   |       | 77,899,209                                                  |       | 19,972,943        |       | (11,288,801     | )          | 86,583,351                                                   |       |
|                       |       |                                                        |       |              |       |            |       |                                                         |       |                                                        |       |              |       |            |       |                                                         |       |
| 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 tofinancial statements.

3

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ML APPLETON FUTURESACCESS LLC(a Delaware Limited Liability Company)

STATEMENTS OF CHANGES IN MEMBERS’ CAPITALFor the nine months ended September 30, 2007 and 2006(unaudited)
| ** **                    | ** ** | **Members’ Capital  December 31, 2005** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Loss** | ** ** | **Members’ Capital  September 31, 2006** | ** ** | **Members’ Capital  December 31, 2006** | ** ** | **Subscriptions** | ** ** | **Redemptions** | ** ** | **Net Loss** | ** ** | **Members’ Capital  September 30, 2007** | ** ** |
|-------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|-------------------|------------|--------------------------------------------------------------|------------|-------------------------------------------------------------|------------|-------------------|------------|-----------------|------------|-------------------|------------|--------------------------------------------------------------|------------|
|                          |       |                                                        |       |              |       |            |       |              |       |                                                         |       |                                                        |       |              |       |            |       |              |       |                                                         |       |
| Class A                       |       | $                                                           | 2,205,634  |              | $          | 4,616,896       |       | $                 | (253,247   | )                                                            | $          | (17,908                                                     | )          | $                 | 6,551,375  |            | $          | 7,453,230         |       | $                                                            | 2,882,243  |   | $ | (1,376,878 | ) | $ | (809,178 | ) | $ | 8,149,417 |   |
| Class C                       |       | 15,516,532                                                  |       | 33,771,671        |       | (2,519,793      | )          | (756,766          | )          | 46,011,644                                                   |       | 55,775,159                                                  |       | 16,635,371        |       | (7,120,077      | )          | (5,942,310        | )          | 59,348,143                                                   |       |
| Class D                       |       | 418,886                                                     |       | 12,931,146        |       | —          |       | 708,821           |       | 14,058,853                                                   |       | 16,184,797                                                  |       | 245,999           |       | (2,398,800      | )          | (1,449,100        | )          | 12,582,896                                                   |       |
| Class I                       |       | 1,789,391                                                   |       | 4,706,813         |       | (461,180        | )          | (132,475          | )          | 5,902,549                                                    |       | 6,670,600                                                   |       | 1,209,743         |       | (800,809        | )          | (601,564          | )          | 6,477,970                                                    |       |
|                          |       |                                                        |       |              |       |            |       |              |       |                                                         |       |                                                        |       |              |       |            |       |              |       |                                                         |       |
| Total Members’ Interest  |       | $                                                           | 19,930,443 |              | $          | 56,026,526      |       | $                 | (3,234,220 | )                                                            | $          | (198,328                                                    | )          | $                 | 72,524,421 |            | $          | 86,083,786        |       | $                                                            | 20,973,356 |   | $ | (11,696,564 | ) | $ | (8,802,152 | ) | $ | 86,558,426 |   |
|                          |       |                                                        |       |              |       |            |       |              |       |                                                         |       |                                                        |       |              |       |            |       |              |       |                                                         |       |
| Class A                       |       | $                                                           | 11,142     |              | $          | —          |       | $                 | —     |                                                         | $          | (1,242                                                      | )          | $                 | 9,900      |            | $          | 11,285            |       | $                                                            | —     |   | $ | — |   | $ | (1,020 | ) | $ | 10,265 |   |
| Class C                       |       | 11,061                                                      |       | —            |       | —          |       | (1,308            | )          | 9,753                                                        |       | 11,089                                                      |       | —            |       | —          |       | (1,079            | )          | 10,010                                                       |       |
| Class D                       |       | —                                                      |       | —            |       | —          |       | —            |       | —                                                       |       | —                                                      |       | —            |       | —          |       | —            |       | —                                                       |       |
| Class I                       |       | —                                                      |       | —            |       | —          |       | —            |       | —                                                       |       | —                                                      |       | —            |       | —          |       | —            |       | —                                                       |       |
|                          |       |                                                        |       |              |       |            |       |              |       |                                                         |       |                                                        |       |              |       |            |       |              |       |                                                         |       |
| Total Sponsor’s Interest |       | $                                                           | 22,203     |              | $          | —          |       | $                 | —     |                                                         | $          | (2,550                                                      | )          | $                 | 19,653     |            | $          | 22,374            |       | $                                                            | —     |   | $ | — |   | $ | (2,099 | ) | $ | 20,275 |   |
|                          |       |                                                        |       |              |       |            |       |              |       |                                                         |       |                                                        |       |              |       |            |       |              |       |                                                         |       |
| Total Members’ Capital   |       | $                                                           | 19,952,646 |              | $          | 56,026,526      |       | $                 | (3,234,220 | )                                                            | $          | (200,878                                                    | )          | $                 | 72,544,074 |            | $          | 86,106,160        |       | $                                                            | 20,973,356 |   | $ | (11,696,564 | ) | $ | (8,804,251 | ) | $ | 86,578,701 |   |

 

See notes tofinancial statements

4

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ML APPLETONFUTURESACCESS LLC 

(a Delaware Limited Liability Company)

NOTES TO FINANCIALSTATEMENTS

(unaudited)

1.               SUMMARYOF SIGNIFICANT 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 September 30, 2007, and the results of its operations for thethree and nine months ended September 30, 2007 and 2006.  However, the operating results for theinterim period may not be indicative 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 the Securitiesand 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 reporting purposes, in conformity withUS GAAP, the Fund deducted the total initial offering costs payable to MerrillLynch Alternative Investments (“MLAI”) at inception from Members’ Capital forpurposes of determining Net Asset Value. For all other purposes, including computing Net Asset Value for purposesof member subscription and redemption activity, such costs are amortized over60 months. Consequently, the Net Asset Value and Net Asset Value per Unit ofthe different Classes for financial reporting purposes and for all otherpurposes are as follows:

At September 30, 2007 the Net Asset Values of thedifferent 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    |       | $                             | 8,161,497  |                     | $          | 8,159,682                                        |       | 8,076,551 |   | $ | 1.0105 |   | $ | 1.0103 |   |
| Class C    |       | 59,369,500                    |       | 59,358,153               |       | 60,290,912                                       |       | 0.9847 |   | 0.9845 |   |
| Class D    |       | 12,582,896                    |       | 12,582,896               |       | 11,897,079                                       |       | 1.0576 |   | 1.0576 |   |
| Class I    |       | 6,479,222                     |       | 6,477,970                |       | 6,339,133                                        |       | 1.0221 |   | 1.0219 |   |
|       |       | $                             | 86,593,115 |                     | $          | 86,578,701                                       |       | 86,603,675 |   |   |   |   |   |
|            |            |                               |            |                          |            |                                                  |            |  |  |  |  |  |  |  |  |

 

5

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At December 31, 2006 the Net Asset Values of thedifferent 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    |       | $                             | 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

The nature of this Fund hascertain risks, which cannot be presented on the financial statements.  The following summarizes some of those risks.

Market Risk

Derivative instrumentsinvolve varying degrees of market risk. Changes in the level or volatility of interest rates, foreign currencyexchange rates or the market values of the financial instruments or commoditiesunderlying such derivative instruments frequently result in changes in theFund’s Net unrealized profit (loss) on such derivative instruments as reflectedin the Statements of Financial Condition. The Fund’s exposure to market risk is influenced by a number of factors,including the relationships among the derivative instruments held by the Fundas well as the volatility and liquidity of the markets in which the derivativeinstruments are traded. Investments in foreign markets may also entail legaland political risks.

The Sponsor of theFund has procedures in place intended to control market risk exposure, althoughthere can be no assurance that they will, in fact, succeed in doing so.  These procedures focus primarily on monitoringthe trading of Appleton Capital Management (“Appleton”), the trading advisor,calculating the Net Asset Value of the Fund as of the close of business on eachday and reviewing outstanding positions for over-concentrations.  While MLAI does not intervene in the marketsto hedge or diversify the Fund’s market exposure, MLAI may urge Appleton toreallocate positions in an attempt to avoid over-concentrations.  However, such interventions are expected tobe unusual.  It is expected that MLAI’sbasic risk control procedures will consist of the ongoing process of advisormonitoring, with the market risk controls being applied by Appleton.

6

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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 default, are generally required in exchange trading, andcounterparties may also require margin 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 normal course of business, entersinto various contracts, with Merrill Lynch Pierce Fenner & Smith Inc.(“MLPF&S”) acting as its commodity broker. Pursuant to the brokerage arrangement with MLPF&S (which includes anetting arrangement), to the extent that such trading results in receivablesfrom and payables to MLPF&S, these receivables and payables are offset andreported as a net receivable or payable and included in Equity in commodityfutures trading accounts on the Statements of Financial Condition.

4.               RECENT ACCOUNTING PRONOUNCEMENT

In September 2006, the FASB issued Statement ofFinancial Accounting Standards No. 157, Fair Value Measurements (“FAS157”).  FAS 157 establishes a common definition for fair value underaccounting principles generally accepted in the United States of America,establishes a framework for measuring fair value and expands disclosurerequirements about such fair value measurements.  FAS 157 is effective forfiscal years beginning after November 15, 2007.  The Fund is currentlyevaluating the impact of adopting FAS 157 on its financial statements.

7

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Item 2: Management’s Discussion and Analysis of Financial Condition andResults of Operations

MONTH-END NET ASSET VALUEPER UNIT

(NON US GAAP)

 

MLAI believes that the NetAsset Value used to calculate subscription and redemption value and to reportperformance to investors throughout the year is the most valuable to theMembers of the Fund.  Therefore, thecharts below referencing Net Asset Value and performance measurements are basedon the Net Asset Value for all other purposes, as discussed in Note 2 to thefinancial statements.

Class A

 
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **July** | ** ** | **Aug.** | ** ** | **Sep.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| 2006 |       | $        | 1.1026     |     | $          | 1.0013   |       | $        | 0.9367     |    | $          | 0.8956   |       | $        | 0.8506     |     | $          | 0.8663   |       | $ | 0.8507 |   | $ | 0.9728 |   | $ | 0.9746 |   |
| 2007 |       | $        | 1.1381     |     | $          | 1.0669   |       | $        | 0.9622     |    | $          | 1.0659   |       | $        | 1.1488     |     | $          | 1.2120   |       | $ | 1.0646 |   | $ | 0.9919 |   | $ | 1.0105 |   |

 

Class C

 
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **July** | ** ** | **Aug.** | ** ** | **Sep.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| 2006 |       | $        | 1.0929     |     | $          | 0.9915   |       | $        | 0.9268     |    | $          | 0.8854   |       | $        | 0.8402     |     | $          | 0.8550   |       | $ | 0.8389 |   | $ | 0.9585 |   | $ | 0.9595 |   |
| 2007 |       | $        | 1.1165     |     | $          | 1.0460   |       | $        | 0.9426     |    | $          | 1.0433   |       | $        | 1.1236     |     | $          | 1.1844   |       | $ | 1.0392 |   | $ | 0.9674 |   | $ | 0.9847 |   |

 

Class D

 
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **July** | ** ** | **Aug.** | ** ** | **Sep.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| 2006 |       | $        | 1.1251     |     | $          | 1.0231   |       | $        | 0.9583     |    | $          | 0.9174   |       | $        | 0.8724     |     | $          | 0.8896   |       | $ | 0.8747 |   | $ | 1.0014 |   | $ | 1.0046 |   |
| 2007 |       | $        | 1.1789     |     | $          | 1.1068   |       | $        | 0.9994     |    | $          | 1.1085   |       | $        | 1.1963     |     | $          | 1.2637   |       | $ | 1.1115 |   | $ | 1.0369 |   | $ | 1.0576 |   |

 

Class I

 
|      | ** ** | **Jan.** | ** ** | **Feb.** | ** ** | **Mar.** | ** ** | **Apr.** | ** ** | **May** | ** ** | **Jun.** | ** ** | **July** | ** ** | **Aug.** | ** ** | **Sep.** | ** ** |
|------|------------|----------|------------|----------|------------|----------|------------|----------|------------|---------|------------|----------|------------|----------|------------|----------|------------|----------|------------|
| 2006 |       | $        | 1.1079     |     | $          | 1.0060   |       | $        | 0.9414     |    | $          | 0.9004   |       | $        | 0.8554     |     | $          | 0.8715   |       | $ | 0.8561 |   | $ | 0.9793 |   | $ | 0.9814 |   |
| 2007 |       | $        | 1.1476     |     | $          | 1.0764   |       | $        | 0.9711     |    | $          | 1.0761   |       | $        | 1.1603     |     | $          | 1.2246   |       | $ | 1.0761 |   | $ | 1.0030 |   | $ | 1.0221 |   |

 

Performance Summary

January 1, 2007 to September 30, 2007

January 1, 2007 to March 31, 2007

The Fund posted anet loss trading in financials and currencies due to difficult tradingconditions for all currency market participants as some longstanding positionswere exited as the favorable conditions of the last quarter of 2006 experienceda very soft landing.

The beginning ofthe quarter proved to be uneventful from a performance point of view. Themiddle of the quarter was extremely difficult for the Fund with volatility andlongstanding trends coming to an abrupt halt, not just in currency markets butin global macro markets generally. The difficulties in the currency marketsexperienced mid-quarter continued into the end of the quarter with the majorforeign exchange market being subject to some harsh reversals and some choppyvolatility.

There appears tobe two opposite forces pulling on the U.S. dollar and the Japanese yen.However, the significant interest rate differential and the outlook for furtherrates hikes from the U.S. Federal Reserve would appear to support the U.S.dollar. Against this, there appears to be a reluctance to hold U.S. currencyagainst the backdrop of increasing deficits and the war in Iraq.

8

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The traditionalpractice of holding a high yielding currency at the expense of a low-yield iscommonplace in the foreign exchange markets. The rationale is that in theabsence of any movement in the spot price, the currency manager will benefitfrom the interest rate differential therein. Getting back to the specifics ofMarch, it was a frustrating month in the sense that a currency manager withmore primitive risk management systems may have been rewarded in the case of aposition like the Euro/Japanese Yen. Having started the month at a level of156.25, the cross continued to fall precipitously in the first four days of themonth. Ultimately, the market found support marginally below 151.00.Considering that the peak had been 159.50 in the latter stages of the priormonth, the total reversal in excess of 5% was considerable, particularly whenannualized 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.

July 1, 2007 toSeptember 30, 2007

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

The beginning ofthe quarter Appleton Risk Program “ARP” was down 25%. Although there werelosses in several positions, the main contributor was the considerableappreciation of the Japanese yen against all major currencies, a reversal of atrend that has been in place almost uninterrupted since the middle of 2006.

Losses were alsoposted to the Fund mid-quarter due to currency markets displaying volatilitythat has not been seen since 1998. Equities globally experienced severedeclines while ARP was flat.

For the first time in quite a while ARP established asizeable short position in the U.S. dollar. The interest rate cut of 50 basispoints coupled with volatility forced ARP to go long in the U.S. dollar

9

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position due to the fact the interest rate advantagerelative to the Euro is virtually gone while the Canadian interest rates arealso roughly equal. Gains were posted to the Fund on this position as both theEuro and Canadian dollar advanced against the U.S. dollar. However, the U.S.dollar versus the Japanese yen positions stabilized above 114.00, as ARP endedthe quarter by lightening the long Euro versus the U.S. dollar position andinstead taking exposure to the Euro versus the Japanese yen trade that hadproven so successful in the first half of the year. Having peaked at 169.00,the sub-prime debacle and surrounding turmoil had brought the pair all the waydown to 151.00 with subsequent recovery back above 160.00 at quarter’s end.

January 1, 2006 to September 30, 2006

January 1, 2006 to March 31, 2006

The Fund posted anet loss trading in financials and currencies due to difficult tradingconditions for all currency market participants as the market reversed somelong established trends and themes.

The maindifficulties 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, thesignificant interest rate differential and the outlook for further rates hikesfrom the U.S. Federal Reserve would appear to support the U.S. dollar. Againstthis, there appears to be a reluctance to hold U.S. currency against thebackdrop of increasing deficits and the war in Iraq. As a result, the tradingcontinued to be trapped in the 116.00 to 119.00 range. Losses for the Fundcontinued through the end of the quarter due to the unwinding of the carrytrades across the board.

The traditionalpractice of holding a high yielding currency at the expense of a low-yield oneis commonplace in the foreign exchange markets. The rationale is that in theabsence of any movement in the spot price, the currency manager will benefitfrom the interest rate differential therein. Reflecting on the movement in the first quarter, or lack thereof, in themajor currency markets, Japanese yen, Euro, British pound and Canadian dollarshowed that the price action in that time period was a trend-follower’snightmare, with either little or no direction accompanied by patchy levels ofvolatility.

April 1, 2006 to June 30, 2006

The Fund posted anet trading loss in financials and currencies due to difficult tradingconditions for all currency market participants as the market reversed somelong established trends and themes.

The beginning ofthe second quarter proved to be uneventful from a performance point of view. Inthe middle of the quarter, for the fifth time this year, the Japanese yenstrengthened sharply, causing the slide in the Australian dollar to theJapanese yen which resulted in most of the losses incurred at this time and inthis one position.  At the end of thequarter 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.

The traditionalpractice of holding a high yielding currency at the expense of a low-yield iscommonplace in the foreign exchange markets. The rationale is that in theabsence 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 atrend-follower’s nightmare, with little or no direction accompanied by patchylevels of volatility.

10

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July 1, 2006 toSeptember 30, 2006

The Fund postedgains trading in over the counter currency forward contracts and exchangetraded currency futures contracts.

The beginning ofthe quarter proved to be uneventful from a performance point of view. The lackof pattern contributed to the frustration of trend-followers and range-tradersalike. There remains reluctance on the part of the major currencies to explorenew territory above or below recent marks. In such an environment, aninvestment approach predicated on the presence of a certain level of volatilityis always going to suffer until such time as the trends return. The trade rangeexhibited by the U.S. dollar against the two major currencies, the Euro andJapanese yen showed the level of movement was insufficient for the Fund to makeinroads into the current year’s drawdown. However, mid-quarter posted thelargest gain in one month that the Fund has experienced due to long positionsin the Euro and the Japanese yen. The prospect of the Bank of Japan raisingrates has been keeping the Japanese yen at levels that would seem to defy theobvious interest rate differential with other economic blocks. At the sametime, it appears more and more certain that the European Central Bank is poisedto raise rates further before the end of the year. Interest rates are the keydeterminant in currency values.  This iswhere the momentum behind the Euro and the Japanese yen move came from. Thequarter ended as uneventful both in terms of the performance and also thepositions held.

Item 3.Quantitative and Qualitative Disclosures About Market Risk

Introduction

The Fund is a speculative commodity pool. The marketsensitive instruments held by it are acquired for speculative trading purposesand all or substantially all of the Fund’s assets are subject to the risk oftrading loss.  Unlike an operatingcompany, the risk of market sensitive instruments is integral, not incidental,to the Fund’s main line of business.

Market movements result in frequent changes in thefair market value of the Fund’s open positions and, consequently, in itsearnings and cash flow. The Fund’s market risk is influenced by a wide varietyof factors, including the level and volatility of interest rates, exchangerates, equity price levels, the market value of financial instruments andcontracts, the diversification effects among the Fund’s open positions and theliquidity of the markets in which it trades.

The Fund, under the direction of Appleton, rapidlyacquires and liquidates both long and short positions in currency markets.  Consequently, it is not possible to predicthow a particular future market scenario will affect performance, and the Fund’spast performance is not necessarily indicative of its future results.

Value at Risk is a measure of the maximum amount whichthe Fund could reasonably be expected to lose in a given market sector.However, the inherent uncertainty of the Fund’s speculative trading and therecurrence in the markets traded by the Fund of market movements far exceedingexpectations could result in actual trading or non-trading losses far beyondthe indicated Value at Risk or the Fund’s experience to date (i.e., “risk ofruin”). In light of the foregoing, as well as the risks and uncertaintiesintrinsic to all future projections, the quantifications included in thissection should not be considered to constitute any assurance or representationthat the Fund’s losses in any market sector will be limited to Value at Risk orby the Fund’s attempts to manage its market risk.

11

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Quantifying TheFund’s Trading Value At Risk

QuantitativeForward-Looking Statements

The followingquantitative disclosures regarding the Fund’s market risk exposures contain“forward-looking statement” within the meaning of the safe harbor from civilliability provided for such statements by the Private Securities LitigationReform Act of 1995 (set forth in Section 27Aof the Securities Act of 1933 andSection 21E of the Securities Exchange Act of 1934).  All quantitative disclosures in this sectionare deemed to be forward-looking statements for purposes of the safe harbor,except for statements of historical fact.

The Fund’s riskexposure in the various market sectors traded by Appleton is quantified belowin terms of Value at Risk.  Due to theFund’s mark-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).

Exchangemaintenance margin requirements have been used by the Fund as the measure ofits Value at Risk.  Maintenance marginrequirements are set by exchanges to equal or exceed the maximum loss in thefair value of any given contract incurred in 95%-99% of the one-day timeperiods included in the historical sample (generally approximately one year)researched for purposes of establishing margin levels.  The maintenance margin levels are establishedby dealers and exchanges using historical price studies as well as anassessment of current market volatility (including the implied volatility ofthe options on a given futures contract) and economic fundamentals to provide aprobabilistic estimate of the maximum expected near-term one-day pricefluctuation.

100% positive correlation in the different positions held in eachmarket risk category has been assumed. Consequently, the margin requirements applicable to the open contractshave been aggregated to determine each trading category’s aggregate Value atRisk.  The diversification effectsresulting from the fact that the Fund’s positions are rarely, if ever, 100%positively correlated have not been reflected.

***TheFund’s Trading Value at Risk in Different Market Sectors***

The followingtable indicates the average, highest and lowest trading Value at Riskassociated with the Fund’s open positions by market category for the fiscalperiod. For the nine months ended September 30, 2007 and 2006, the Fund’saverage month-end Net Asset Value for all other purposes was approximately$88,012,685 and $44,923,726, respectively.
|                        | ** ** | **September 30, 2007** | ** ** |
|------------------------|------------|----------------------------------|------------|
| ** **             | ** ** | **Average**                      | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector** | ** ** | **Value at Risk**      | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                   |       |                             |       |   |   |   |   |   |   |
| Currencies             |       | $                                | 2,126,316  |   | 2.42 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |
|                   |       |                             |       |   |   |   |   |   |   |
| TOTAL                  |       | $                                | 2,126,316  |   | 2.42 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |

 

12

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|                        | ** ** | **September 30, 2006** | ** ** |
|------------------------|------------|----------------------------------|------------|
| ** **             | ** ** | **Average**                      | ** ** | **% of Average** | ** ** | **Highest Value** | ** ** | **Lowest Value** | ** ** |
| **Market Sector** | ** ** | **Value at Risk**      | ** ** | **Capitalization** | ** ** | **At Risk** | ** ** | **At Risk** | ** ** |
|                   |       |                             |       |   |   |   |   |   |   |
| Currencies             |       | $                                | 2,126,316  |   | 4.73 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |
|                   |       |                             |       |   |   |   |   |   |   |
| TOTAL                  |       | $                                | 2,126,316  |   | 4.73 | % | $ | 2,126,316 |   | $ | 2,126,316 |   |

 

MaterialLimitations on Value at Risk as an Assessment of Market Risk

The face value of the market sector instruments held by theFund is typically many times the applicable maintenance margin requirement(maintenance margin requirements generally ranging between approximately 1% and10% of contract face value) as well as many times the capitalization of theFund.  The magnitude of the Fund’s openpositions creates a “risk of ruin” not typically found in most other investmentvehicles.  Because of the size of itspositions, certain market conditions — unusual, but historically recurring fromtime to time — could cause the Fund to incur severe losses over a short periodof time.  The foregoing Value at Risktable — as well as the past performance of the Fund — gives no indication ofthis “risk of ruin.”

**Non-TradingRisk**

Foreign Currency Balances;Cash on Deposit with MLPF&S

The Fund has non-tradingmarket risk on its foreign cash balances not needed for margin. However, thesebalances (as well as the market risk they represent) are immaterial.

The Fund also hasnon-trading market risk on the approximately 90%-95% of its assets which areheld in cash at MLPF&S. The value of this cash is not interest rate sensitive,but there is cash flow risk in that if interest rates decline so will the cashflow generated on these monies. This cash flow risk is immaterial.

Item 4. Controls and Procedures

MLAI, the Sponsorof ML Appleton FuturesAccess LLC (the “Fund”), with the participation of theSponsor’s Chief Executive Officer and the Chief Financial Officer, hasevaluated the effectiveness of the design and operation of its disclosurecontrols and procedures with respect to the Fund as of the end of the period ofthis quarterly 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 -OTHER INFORMATION

 

Item 1.                                   LegalProceedings

On July 31, 2007, the CFTC issued an order against MLAI and an advisoryaffiliate, to which MLAI and the affiliate consented, containing findings,which MLAI and the affiliate neither admitted nor denied, that MLAI and theaffiliate filed with the NFA a number of annual reports for commodity pools forwhich they acted as commodity pool operators after the deadline established bythe CFTC’s regulations, in violation of CFTC Regulation 4.22(c). MLAI and theaffiliate were ordered to cease and desist from 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 to accreditedinvestors pursuant to Regulation D and Section 4(6) under the SecuritiesAct.  The selling agent of the followingClass 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 |   |
| Aug-07     |       | 209,988          |       | 197,246    |       | 1.0646 |   |
| Sep-07     |       | 221,107          |       | 222,913    |       | 0.9919 |   |
| Oct-07     |       | 231,488          |       | 229,083    |       | 1.0105 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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 |   |
| Aug-07     |       | 1,022,002        |       | 983,451    |       | 1.0392 |   |
| Sep-07     |       | 1,624,710        |       | 1,679,460  |       | 0.9674 |   |
| Oct-07     |       | 467,401          |       | 474,663    |       | 0.9847 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

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 |   |
| Aug-07     |       | —           |       | —     |       | 1.1115 |   |
| Sep-07     |       | —           |       | —     |       | 1.0369 |   |
| Oct-07     |       | —           |       | —     |       | 1.0576 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

CLASS I

 
| ** ** | ** ** | **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 |   |
| Aug-07     |       | 312,873          |       | 290,747    |       | 1.0761 |   |
| Sep-07     |       | 109,999          |       | 109,670    |       | 1.0030 |   |
| Oct-07     |       | 16,287           |       | 15,935     |       | 1.0221 |   |
|            |            |                  |            |            |            |  |  |  |  |

 

----

(1) Beginning of the month Net Asset Value for all other purposes

 

(b)         None.

(c)          None.

14

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Item 3.            Defaults Upon SeniorSecurities

None.

Item 4.            Submission of Mattersto a Vote of Security Holders

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                                             Rule13a-14(a)/15d-14(a) Certifications

Exhibit 31.01

and 31.02                      Are filed herewith.

32.01 and

32.02                                             Section1350 Certifications

Exhibit 32.01

and 32.02                      Are filed herewith.

15

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**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 theundersigned thereunto duly authorized.
|                         | ML APPLETON FUTURESACCESS LLC |
|-------------------------|-------------------------------|
|                    | By:                           | MERRILL LYNCH ALTERNATIVE INVESTMENTS LLC |
|                    |                          | (Manager) |
|                    |                          |
|                    |                          |
| Date: November 14, 2007 | By                            | /s/ ROBERT D. OLLWERTHER |   |
|                    |                          | Robert D. Ollwerther |
|                    |                          | Chief Executive Officer and President |
|                    |                          | (Principal Executive Officer) |
|                    |                          |
|                    |                          |
| Date: November 14, 2007 |                          |
|                    | By                            | /s/ BARBRA E. KOCSIS |   |
|                    |                          | Barbra E. Kocsis |
|                    |                          | Chief Financial Officer |
|                    |                          | (Principal Financial and Accounting Officer) |
|                         |                               |  |  |  |  |

 

16

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