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 ~~Event~~earliest event reported): November ~~April 15~~1, 2013

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

Delaware (State or Other Jurisdiction of Incorporation or Organization)	80-0561313 (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)
001-35089 (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):

£ 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 85.01. ~~Other~~Changes ~~Events~~in Control of Registrant.

~~This~~On ~~current~~November ~~report~~1, on2013, ~~Form~~GENCAP ~~8-K relates to~~Ventures, ~~the~~LLC, ~~Audited~~Factor ~~Financial~~Advisors, ~~Statements~~LLC ofand Factor Capital Management, LLC, (the “Managing Owner of FactorShares 2X: S&P 500 Bull/USD Bear (the “Fund”), ~~for~~entered ~~the~~into ~~year~~a ~~ended~~definitive ~~December~~Purchase and Sale Agreement with Exchange Traded Managers Group, 31LLC, ~~2012~~a New Jersey limited liability company, pursuant to which Exchange Traded Managers Group, LLC will become the sole member and owner of Factor Advisors, LLC, subject to the satisfaction of certain conditions. ~~The~~Factor ~~Managing~~Advisors, ~~Owner~~LLC currently is the ~~managing~~sole member and owner of ~~FactorShares~~Factor ~~2X:~~Capital ~~S&P500~~Management, ~~Bull/USD Bear~~LLC. ~~The~~Factor ~~Managing~~Capital ~~Owner~~Management, ~~Audited~~LLC ~~Financial~~has exclusive power and ~~Statements~~authority ~~for~~to manage the ~~year~~business ~~ended~~and ~~December~~affairs 31of the Fund. Consequently, ~~2012~~upon ~~are~~its ~~attached~~consummation, ~~hereto~~this astransaction ~~Exhibit~~will constitute ~~99.1~~a ~~and~~change ~~are~~in ~~being~~control ~~filed~~of ~~herewith~~the Fund.

~~Item~~Exchange 9Traded Managers Group, LLC is acquiring Factor Advisors, LLC from Esposito Private Equity Group, L.01P. ~~Financial~~in ~~Statements~~consideration of rights to participate in certain future revenues of GENCAP Ventures, LLC, Factor Advisors, LLC and ~~Exhibits~~Factor Capital Management, LLC including the management fee paid by the Fund to the Managing Owner.

~~(d)~~At ~~Exhibits~~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.

The ~~following~~transaction ~~exhibits are filed herewith and this list~~ is ~~intended~~expected to ~~constitute~~close ~~the~~on ~~exhibit~~or before ~~index:~~November 25, 2013.

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

SIGNATURES

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

~~Pursuant~~FactorShares to2X: ~~the requirements~~S&P500 ofBull/USD ~~the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the~~Bear ~~undersigned hereunto duly authorized.~~

	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

By: Factor Capital Management, LLC,
its Managing Owner

~~Date~~By: /s/ ~~April~~Samuel ~~15,~~Masucci Name: ~~2013~~Samuel Masucci Title: Chairman and Principal Executive Officer

Date: November 6, 2013

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