UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

___________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of ~~earliest event reported~~Event): ~~March~~ 14April 15, 2013

FactorShares 2X: S&P500 Bull/USD Bear
(Exact Name of Registrant as Specified in its Charter)

Delaware (State or Other Jurisdiction of Incorporation)	80-0561313 (IRS Employer ID Number)
Delaware (State or Other Jurisdiction of Incorporation or Organization)	80-0561313 (IRS Employer ID Number)
c/o Factor Capital Management, LLC 1 Penn Plaza New York, New York (Address of Principal Executive Offices)	10119 (Zip Code)
c/o Factor Capital Management, LLC 25 DeForest Avenue, Suite 203 Summit, New Jersey (Address of Principal Executive Offices)	07901 (Zip Code)
001-35089 (Commission File Number)
(212) 786-7481 (Registrant’s telephone number, including area code)
(908) 897-0518 (Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrants under any of the following provisions (see General Instruction A.2. below):

£  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 58.~~02.~~01 ~~Departure~~Other ~~of Directors or Principal Officers; Election of Directors; Appointment of Officers~~Events.

~~Effective~~This ascurrent ofreport ~~March~~on ~~14, 2013,~~Form ~~Joel~~8-K ~~Colpitts~~relates ~~resigned as Chairman and member of~~ to the ~~Board~~Audited ofFinancial ~~Managers~~Statements of Factor Capital Management, LLC, ~~the managing owner~~ (the “Managing Owner”) for the year ended December 31, 2012. The Managing Owner is the managing owner of FactorShares 2X: S&P500 Bull/USD Bear. The Managing Owner Audited Financial Statements for the year ended December 31, 2012 are attached hereto as Exhibit 99.1 and are being filed herewith.

~~Effective~~Item as9.01 ofFinancial ~~March~~Statements ~~14, 2013,~~and ~~Samuel Masucci has been appointed as Chairman of the Managing Owner to fill the vacancy created by the resignation of Joel Colpitts from said office~~Exhibits.

A(d) ~~biography for Mr. Masucci is set forth below:~~Exhibits

Samuel R. Masucci, III joined Factor Advisors LLC in July 2012. Mr. Masucci serves as Chief Executive Officer of the Managing Owner with responsibilities for ETF services. Mr. Masucci has been Chairman of the Managing Owner since March 14, 2013. Mr. Masucci has been a principal of the Managing Owner since June 20, 2012. Mr. Masucci was out of the job market from January-May 2012. Mr. Masucci has served as the as the Chief Executive Officer of GENCAP Ventures LLC since May, 2012, and is responsible for managing all ETF issuers and related service activities. Mr. Masucci worked as Chief Executive Officer for MacroMarkets LLC from April, 2005 to December, 2011 with responsibility for running the day to day operations of an issuer of public securities and a registered broker dealer. From April, 2005 to December, 2011, Mr. Masucci also worked as the Chief Executive Officer, managing partner and chief compliance officer of Macro Financial LLC, which was a registered broker-dealer. From July, 2001 to April, 2005, Mr. Masucci worked as an owner and manager of The ~~Cobblestone~~following ~~Group~~exhibits ~~offering~~are ~~fixed~~filed ~~income~~herewith ~~consulting services to the investment banking~~ and ~~commercial banking industries.~~ ~~From~~this ~~March,~~list 1999 to June, 2001, Mr. Masucci worked in mortgage trading, as a Managing Director for Bear Stearns Inc., a financial institution. Mr. Masucci was out of the job market from December, 1998 to February, 1999. From June, 1996 to November 1998, Mr. Masucci worked at SBC Warburg/UBS, a financial institution, as an Executive Director managing an asset backed securities group. From January 1992 to June, 1996, Mr. Masucci worked in structured products (specifically, structuring mortgage derivatives and hedge funds), at Merrill Lynch, a financial institution, as a Vice President. From January, 1990 to January, 1992, Mr. Masucci worked as a financial consultant for Merrill Lynch in the private client group in connection with retail investors. From November, 1987 to January, 1990, Mr. Masucci worked at MetLife, an insurance company, as a retail salesperson qualified to sell financial and insurance products to retail clients. From August, 1984 to October, 1987, Mr. Masucci worked as a manager of jobsites for Forestdale Inc., which is aintended residential property developer. Mr. Masucci received his B.S. from Penn State University in finance July 1984. Mr. Masucci’s long career in the financial services industry and significant management experience in the financial services and alternative asset management industry were the material considerations that led the Board of Managers of the Managing Owner to ~~conclude~~constitute ~~that Mr. Masucci should serve as a Manager of~~ the ~~Managing~~exhibit ~~Owner.~~index:

SIGNATURES

Number	Exhibit Title

Exhibit 99.1	Audited Financial Statements of Factor Capital Management, LLC for the year ended December 31, 2012

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~SIGNATURES

~~FactorShares~~Pursuant ~~2X:~~to ~~S&P500~~the requirements ~~Bull/USD~~of ~~Bear~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

By: Factor Capital Management, LLC, its Managing Owner

	FactorShares 2X: S&P500 Bull/USD Bear

	By:	Factor Capital Management, LLC, its Managing Owner

	/s/ Samuel Masucci, III Name: Samuel Masucci, III Title: Chairman, CEO and COO

ByDate: ~~/s/~~April ~~Samuel~~15, ~~Masucci Name: Samuel Masucci Title: Chief Executive Officer~~2013

Date: March 14, 2013

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