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): ~~September~~November 101, 2013

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

Delaware (State or Other Jurisdiction of Incorporation or Organization)	90-6132863 (IRS Employer ID Number)
c/o Factor Capital Management, LLC 25 Deforest Avenue, Suite 203 Summit, New Jersey (Address of Principal Executive Offices)	07901 (Zip Code)
c/o Factor Capital Management, LLC 25 DeForest Avenue, Suite 203 Summit, NJ 07901 (Address of Principal Executive Offices)	07901 (Zip Code)
001-35088 (Commission File Number)
(908) 897-0518 (Registrant’s telephone number, including area code)
(908) 897-0510 (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):

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

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

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

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

Item 35.01 ~~Notice~~. ofChanges ~~Delisting or~~in ~~Failure~~Control ~~to Satisfy a Continued Listing Rule or Standard; Transfer~~ of ~~Listing~~Registrant.

On ~~September~~November 101, 2013, GENCAP Ventures, LLC, Factor Advisors, LLC and Factor Capital Management, LLC, the ~~managing~~Managing ~~owner~~Owner of FactorShares 2X: TBond Bull/S&P500 Bear (the “Fund”), ~~received a~~entered ~~notice~~into ~~(the~~a ~~“Notice”)~~definitive ~~from~~Purchase ~~NYSE~~and ~~Regulation,~~Sale ~~Inc.~~Agreement ~~(“NYSERI”)~~with onExchange ~~behalf~~Traded ofManagers ~~NYSE~~Group, ~~Arca Equities~~LLC, ~~Inc.~~a ~~(“NYSE Arca”)~~New ~~stating that the staff of NYSERI is considering the delisting of the Fund based on the Fund’s non-compliance~~Jersey ~~with~~limited ~~NYSE~~liability ~~Arca’s~~company, ~~Rule~~pursuant ~~8.200(d)(2)(C)~~to which ~~states:~~Exchange ~~“Continued~~Traded ~~Trading-Following~~Managers ~~the~~Group, ~~initial~~LLC ~~twelve~~will ~~month~~become ~~period~~the ~~following formation~~sole ofmember ~~a Trust~~ and ~~commencement~~owner of ~~trading~~Factor Advisors, ~~on the Corporation~~LLC, ~~the~~subject ~~Corporation~~to ~~will consider~~ the ~~suspension~~satisfaction of ~~trading~~certain ~~in or~~conditions. ~~removal~~Factor ~~from~~Advisors, ~~listing~~LLC ofcurrently ~~or termination of unlisted trading privileges for a Trust upon which a series of Trust Issued Receipts~~ is ~~based under any of~~ the ~~following~~sole ~~circumstances…~~member ~~(C)~~and ifowner ~~the market value~~ of Factor ~~the~~Capital ~~receipts~~Management, ~~issued~~LLC. ~~and~~Factor ~~outstanding~~Capital ~~is less than $1~~Management,~~000,000.”~~ ~~Pursuant~~LLC tohas ~~NYSE~~exclusive ~~Arca~~power ~~Equities~~and ~~Rule~~authority ~~5.5(m), at a meeting~~ to bemanage ~~held on October 1, 2013,~~ the ~~staff~~business ofand ~~NYSERI~~affairs ~~will conduct a formal review~~ of the Fund’s. ~~listing~~Consequently, ~~status~~upon ~~and~~its ~~plan~~consummation, tothis ~~address~~transaction ~~the~~will ~~non-compliance~~constitute ~~and~~a ~~will~~change ~~evaluate~~in ~~whether continued~~control ~~listing~~ of the Fund ~~is appropriate~~.

~~The~~Exchange ~~Managing~~Traded ~~Owner~~Managers Group, LLC ~~has~~is ~~determined~~acquiring toFactor ~~develop~~Advisors, aLLC ~~plan~~from Esposito Private Equity Group, L.P. in consideration of rights to ~~address~~participate in certain future revenues of GENCAP Ventures, LLC, Factor Advisors, LLC and Factor Capital Management, LLC including the management ~~non-compliance~~fee paid by the Fund to the Managing Owner.

~~SIGNATURES~~At the closing of the transaction, Samuel Masucci, III will continue to serve as a member of the Board of Managers as well as Chairman and Principal Executive Officer of Factor Capital Management, LLC.

~~Pursuant~~The totransaction ~~the requirements~~is ofexpected ~~the Securities Exchange Act of 1934, the registrant has duly caused this report~~ to beclose ~~signed~~ on ~~its behalf by the~~or ~~undersigned~~before ~~hereunto~~November ~~duly~~25, ~~authorized~~2013.

	FactorShares 2X: TBond Bull/S&P500 Bear
	By:	Factor Capital Management, LLC, its Managing Owner
	By: /s/ Mary Byra
	Name: Mary Byra
	Title: Principal Financial Officer

SIGNATURES

~~Date:~~Pursuant ~~September~~to 16the requirements of the Securities Exchange Act of 1934, ~~2013~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

2FactorShares 2X: TBond Bull/S&P500 Bear

By: Factor Capital Management, LLC,
its Managing Owner

By: /s/ Samuel Masucci
Name: Samuel Masucci
Title: Chairman and Principal Executive Officer

Date: November 6, 2013

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