WORLD FUNDS INC /MD/
N-30D, 2000-11-03
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Annual Report to Shareholders

SAND HILL PORTFOLIO MANAGER FUND


A Series of
The World Funds, Inc.
A "Series"Investment Company

For the Year Ended
August 31, 2000



<PAGE>


Dear Shareholders:

The Fund's  total  return for the fiscal year ended  August 31, 2000 was 24.24%.
This compares with the following relevant benchmarks:

-------------------------------------------- ----------------------------------
Lipper Global Flexible Index                                             16.09%
-------------------------------------------- ----------------------------------
-------------------------------------------- ----------------------------------
S&P 500                                                                  16.29%
-------------------------------------------- ----------------------------------
-------------------------------------------- ----------------------------------
MSCI EAFE (international stocks)                                         12.68%
-------------------------------------------- ----------------------------------
-------------------------------------------- ----------------------------------
Salomon Treasury Bond Index                                               8.04%
-------------------------------------------- ----------------------------------
-------------------------------------------- ----------------------------------
U.S. Treasury Bill Index (cash surrogate)                                 5.86%
-------------------------------------------- ----------------------------------


The composition of the Fund at fiscal year-end was 67.1% domestic stocks,  18.6%
international  stocks,  10.7% bonds and 3.6% cash. The portfolio consisted of 38
stocks from a cross-section of industries and market  capitalizations,  although
the majority of holdings were  companies with a market  capitalization  over $10
billion.  Sectors  represented  in the Fund  included  technology  (26.7% of the
equity allocation),  financials (14.2%),  healthcare (13.4%), consumer cyclicals
(9.7%),  consumer staples (9.2%) and  communications  (8.3%).  Other sectors had
smaller   weightings.   The  largest  single   position  in  the  Fund  was  Sun
Microsystems, at 5.2% of equities.

The  international  stock  allocation  consisted  of  6  positions.  These  were
comprised of American  Depositary  Receipts  (ADRs) of larger  companies  from a
number of industries  and  countries.  Regions  represented in the Fund included
Europe  (5.2% of the equity  allocation),  Japan  (4.9%),  Canada  (4.6%),  Asia
ex-Japan (3.8%) and the United Kingdom (3.2%).

The  domestic  bond  allocation  consisted of US Treasury  bills and notes,  the
obligations of government agencies,  and high quality corporate bonds. All fixed
income securities had maturities between one and ten years.

The last  twelve  months were marked by a  pronounced  increase in stock  market
volatility.  After crossing the Y2K threshold  intact,  investors  focused their
attention  on stocks with more  reasonable  valuations.  This change  manifested
itself in a preference  for small- and mid-cap names over the  large-cap  issues
that have led the market's  advance over the last few years.  Additionally,  the
Nasdaq's  sell-off  in early  2000  heralded a rotation  out of  technology  and
communications  and into more defensive  sectors like  healthcare and utilities.
Energy and financial  stocks also  outperformed  due to the outlook for interest
rates,  on the one hand,  and record high  prices for oil,  on the other.  Bonds
fared extremely well, as nervous investors fled to their relative security.

Such an environment has favored the Fund's investment  style.  Turbulent markets
often create excellent opportunities to buy quality companies at more attractive
prices.  The Fund took  advantage  of several such  opportunities  over the last
year,  upgrading  the quality of our  holdings  and  improving  the  portfolio's
risk-reward  profile  in the  process.  Furthermore,  the Fund  typically  holds
securities from each of the major asset classes--stocks,  bonds and cash--and is
diversified  across  style and size.  As such,  it holds a mixture of growth and
value stocks across the market  capitalization  spectrum.  This  diversification
strategy  reduces  volatility and risk, and allowed the Fund to benefit from the
asset and sector trends  discussed  above.  We are pleased to have  outperformed
both our peer group and the  broader  market,  and look to  continue  to deliver
outstanding results going forward.


<PAGE>

COMPARISON OF $10,000 INVESTMENT IN SAND HILL PORTFOLIO
MANAGER FUND VS. LIPPER GLOBAL FLEXIBLE FUND INDEX

[graph goes here]

Date      Sand Hill Portfolio      Lipper Global Flexible
          Manager Fund             Fund Index

1/5/95         $10,000                  $10,000
12/31/95       $11,160                  $11,720
12/31/96       $13,344                  $13,437
12/31/97       $15,729                  $15,070
8/31/98        $14,670                  $14,361
8/31/99        $16,967                  $17,930
8/31/00        $22,435                  $20,817

Past performance is not predictive of future performance.

[end graph]

-----------------------------------------------------------------------
     Average Annual Total Return for Period Ended August 31, 2000

             1 Year         3 Year         Since Inception
             24.24%         14.04%             15.31%
-----------------------------------------------------------------------


--------------------------------------------------------------------------------
The Lipper Global Flexible Fund Index is an equally-weighted performance index,
adjusted for capital gains distributions and income dividends, of the 10 largest
qualifying funds that allocate their investments across various asset classes,
including both domestic and foreign stocks, bonds, and money market investments
with a focus on total return.  At least 25% of their portfolio is invested in
securities traded outside of the United States.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
--------------------------------------------------------------------------------

<PAGE>


                SAND HILL PORTFOLIO MANAGER FUND
                SCHEDULE OF PORTFOLIO INVESTMENTS
                AUGUST 31, 2000

  Number
    of                                                           Market
  Shares        Security Description                             Value
--------        --------------------                             ------

                COMMON STOCK:                85.76%

                BASIC MATERIALS:              1.55%
     9,600      Symyx Technologies*                           $   356,400
                                                              -----------
                CAPITAL GOODS:                4.53%
     7,400      Dover Corp.                                       361,675
    12,700      Johnson Controls Inc.                             678,656
                                                              -----------
                                                                1,040,331
                                                              -----------
                COMMUNICATIONS:               7.13%
    19,000      AT&T                                              598,500
     8,432      SBC Communications                                352,036
    12,500      Williams Communications*                          367,188
     8,800      Worldcom, Inc.*                                   321,200
                                                              -----------
                                                                1,638,924
                                                              -----------
                CONSUMER CYCLICALS:           8.33%
    36,500      Leggett & Platt, Inc.                             645,594
     8,400      Sony ADR                                          959,700
    13,300      Target Corp.                                      309,225
                                                              -----------
                                                                1,914,519
                                                              -----------
                CONSUMER STAPLES:             7.89%
    12,500      Newell Rubbermaid Co.                             324,219
     9,000      Pepsico Inc.                                      383,625
    11,900      Procter and Gamble Co.                            735,569
     7,300      Whole Foods Markets*                              368,650
                                                              -----------
                                                                1,812,063
                                                              -----------
                ENERGY:                       5.97%
    11,500      BP Amoco ADR                                      635,375
     4,356      Exxon Mobil Corp                                  355,559
     8,000      Nabors Industries*                                380,500
                                                              -----------
                                                                1,371,434
                                                              -----------

                FINANCIALS:                  12.21%
     4,650      American International Group                      414,431
     4,265      Citigroup                                         248,968
     7,600      Equity Residential Property                       364,800
    10,300      HSBC Hldgs PLC ADR                                746,106
    11,000      MBIA Inc.                                         723,250
     7,100      Wells Fargo & Co.                                 306,631
                                                              -----------
                                                                2,804,186
                                                              -----------
                HEALTHCARE:                  11.52%
     7,400      Abbott Labs                                       323,750
     9,400      Amgen Inc.*                                       712,638
    10,200      Elan Corp. ADR*                                   594,787
     7,350      Johnson & Johnson                                 675,741
     8,450      Schering-Plough Corp.                             339,056
                                                              -----------
                                                                2,645,972
                                                              -----------
                TECHNOLOGY:                  22.89%
    10,200      EMC Corp.*                                        999,600
    11,000      Intel Corp.                                       823,625
     5,300      Microsoft Corp. *                                 370,006
    11,200      Nortel Networks ADR                               913,500
     6,600      SAP ADR                                           423,638
     7,400      Solectron*                                        335,312
     8,000      Sun Microsystems*                               1,015,500
    10,500      Sungard Data Systems*                             378,000
                                                              -----------
                                                                5,259,181
                                                              -----------

                TRANSPORTATION:               1.45%
     6,000      United Parcel Services                            332,625
                                                              -----------
                UTILITIES:                    2.29%
     6,200      Enron Corp.                                       526,225
                                                              -----------

                TOTAL COMMON STOCKS:
                (Cost: $12,651,971)                            19,701,860
                                                              -----------
Principal
  Amount        FIXED INCOME SECURITIES:     10.67%
----------

 $ 300,000      General Electric Capital Group
                maturity date 04/15/02; 5.5%                      293,283
   300,000      Federal National Mortgage Association
                maturity date 11/15/02; 6.25%                     297,266
   200,000      General Electric Capital Group
                maturity date 02/03/03; 7.0%                      200,370
   300,000      U.S. Treasury Note
                maturity date 02/15/04; 5.875%                    298,219
   200,000      U.S. Treasury Note
                maturity date 11/15/05; 5.875%                    198,813
   380,000      Federal National Mortgage Association
                maturity date 03/05/07; 6.66%                     376,456
   200,000      Federal National Mortgage Association
                maturity date 05/01/08; 6.60%                     192,503
   200,000      Federal Home Loan Bank
                maturity date 08/11/09; 6.8%                      193,036
   400,000      Federal Home Loan Bank
                maturity date 01/28/10; 7.57%                     401,625
                                                              -----------
                TOTAL FIXED INCOME SECURITIES:
                (Cost: $2,450,820)                              2,451,571
                                                              -----------

                TOTAL INVESTMENTS:
                (Cost: $15,102,791)**               96.43%     22,153,431
                Other assets, net                    3.57%        820,732
                                                    -----     -----------
                NET ASSETS                         100.00%    $22,974,163
                                                   ======     ===========

*Non-income producing
**Cost for Federal income tax purposes is $15,102,791 and net unrealized
  appreciation consists of:


                Gross unrealized appreciation                  $7,461,585
                Gross unrealized depreciation                    (410,945)
                                                               ----------
                Net unrealized appreciation                    $7,050,640
                                                               ----------
ADR --- Security represented is held by the custodian bank in the form of
 American Depositary Receipts

See Notes to Financial Statements


<PAGE>


SAND HILL PORTFOLIO MANAGER FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2000

ASSETS
  Investments at value (identified cost of $15,102,791)
   (Notes 1 & 3)                                              $22,153,431
  Cash                                                            690,430

  Receivables:
        Dividends                         $26,705
        Interest                           55,436
        Capital stock sold                 80,503
                                                                  162,644
  Prepaid expenses                                                  3,159
                                                              -----------
          TOTAL ASSETS                                         23,009,664
                                                              -----------
LIABILITIES
  Investment advisory fees                                         18,864
  Accrued expenses                                                 16,637
                                                              -----------
        TOTAL LIABILITIES                                          35,501
                                                              -----------
NET ASSETS                                                    $22,974,163
                                                              ===========
     NET ASSET VALUE, OFFERING AND REDEMPTION
        PRICE PER SHARE ($22,974,163 / 1,193,332 shares
        outstanding)                                          $     19.25
                                                              ===========
     At August 31, 2000, there were 50,000,000 shares
      of $.01 par value stock authorized and components
      of net assets are:
     Paid in capital                                          $16,263,042
     Undistributed net investment income                           35,753
     Accumulated net realized loss                               (375,272)
     Net unrealized appreciation of invests                     7,050,640
                                                              -----------
     Net Assets                                               $22,974,163
                                                              ===========


  See Notes to Financial Statements

<PAGE>

SAND HILL PORTFOLIO MANAGER FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2000


INVESTMENT INCOME
      Interest                                        $  227,197
      Dividend                                           162,887
                                                      ----------
        Total income                                                $  390,084
                                                                    ----------

EXPENSES
      Investment advisory fees                           178,818
      Custody fees and accounting fees (Note 2)           37,757
      Recordkeeping and administrative services (Note 2)  35,764
      Legal and audit fees                                13,112
      Transfer agent fees (Note 2)                        21,551
      Shareholder servicing and reports (Note 2)          14,981
      Organization expense amortization                    4,603
      Registration fees                                    4,333
      Miscellaneous                                       18,846
                                                      ----------
         Total expenses                                                329,765
                                                                    ----------
      Net investment income                                             60,319
                                                                    ----------

REALIZED AND UNREALIZED GAIN (LOSS) ON
   INVESTMENTS:
   Net realized loss on investments                                    (76,402)
   Net increase in unrealized appreciation                           3,982,206
                                                                    ----------
   Net gain on investments                                           3,905,804
                                                                    ----------
   Net increase in net assets resulting from operations             $3,966,123
                                                                    ==========


See Notes to Financial Statements

<PAGE>

SAND HILL PORTFOLIO MANAGER FUND

STATEMENT OF CHANGES IN NET ASSETS

                                           Year ended            Year ended
                                           August 31,            August 31,
                                              2000                  1999
                                           -----------           ----------
OPERATIONS
   Net investment income                   $    60,319           $   24,808
   Net realized gain (loss) on investments     (76,402)             371,168
   Change in unrealized appreciation
    of investments                           3,982,206            2,083,003
                                           -----------           ----------
   Net increase in net assets resulting
    from operations                          3,966,123            2,478,979

DISTRIBUTION TO SHAREHOLDERS FROM:
   Net investment income ($.05 and $.07
    per share, respectively                    (45,386)             (55,461)
   Capital gains ($.23 and $.85 per share,
    respectively)                             (263,639)            (673,457)

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting
    from capital share transactions*         5,126,999            2,070,111
                                           -----------           ----------
   Net increase in net assets                8,784,097            3,820,172
   Net assets at end of year                14,190,066           10,369,894
                                           -----------           ----------
NET ASSETS at the end of the year
  (including undistributed net
   investment income of $35,373 and
   $20,820, respectively)                  $22,974,163          $14,190,066
                                           ===========          ===========

* A summary of capital share transactions follows:

                           Year ended                     Year ended
                        August 31, 2000                August 31, 1999
                        ---------------                ---------------
                    Shares         Value            Shares        Value
                   --------       -------          --------      -------
Shares sold         392,468     $6,872,129         160,793     $2,448,547
Shares reinvested
 from distribution   16,869        304,977          48,380        692,324
Shares redeemed    (117,909)    (2,050,107)        (70,273)    (1,070,760)
                    -------      ---------         -------      ---------
Net increase        291,428     $5,126,999         138,900     $2,070,111
                    =======     ==========         =======     ==========


See Notes to Financial Statements
<PAGE>

SAND HILL PORTFOLIO MANAGER FUND
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD
<TABLE>
<S>                                   <C>              <C>              <C>              <C>     <C>          <C>
                                                                                          Years ended       Jan 2, 1995*
                                      Year ended       Year ended     Period ended        December 31,          to
                                   August 31, 2000  August 31, 1999  August 31,1998***   1997      1996     Dec 31, 1995
                                   ---------------  ---------------  -----------------  -------  -------    ------------
Per Share Operating Performance
Net asset value, beginning
  of period                          $ 15.73           $ 13.59          $ 14.57         $ 12.79  $ 11.11      $ 10.00
                                     -------           -------          -------         -------  -------      -------
Income from investment operations-
   Net investment income                0.08              0.02             0.06            0.09     0.14         0.06
   Net realized and unrealized gain
    (loss) on investments               3.72              3.04            (1.04)           2.20     2.02         1.10
                                     -------           -------          -------         -------  -------      -------
   Total from investment                3.80              3.06            (0.98)           2.29     2.16         1.16
                                     -------           -------          -------         -------  -------      -------
Less distributions-
   Distributions from net
     investment income                 (0.05)            (0.07)              --           (0.08)   (0.15)       (0.05)
   Distributions from realized gains
     on investments                    (0.23)            (0.85)              --           (0.43)   (0.33)          --
                                     -------           -------          -------         -------  -------      -------
   Total distributions                 (0.28)            (0.92)              --           (0.51)   (0.48)       (0.05)
                                     -------           -------          -------         -------  -------      -------
Net asset value, end of period       $ 19.25           $ 15.73          $ 13.59         $ 14.57  $ 12.79      $ 11.11
                                     =======           =======          =======         =======  =======      =======
Total Return                           24.24%            23.22%           (6.73%)         17.87%   19.57%       11.60%
                                     =======           =======          =======         =======  =======      =======
Ratios/Supplemental Data

   Net assets, end of period (000s)  $22,974           $14,190          $10,370         $10,566  $ 6,459      $ 4,025
Ratio to average net assets -(A)
   Expenses (B)                         1.84%             2.05%            2.08%           2.08%    2.50%        3.03%**
   Expense ratio - net (C)              1.84%             1.90%            1.86%           1.90%    2.00%        1.90%**
   Net investment income                0.34%             0.19%            0.62%           0.71%    1.29%        0.52%**
Portfolio turnover rate                45.85%            39.17%           30.19%          16.48%    32.97%      40.96%
</TABLE>


* Commencement of operations
** Annualized
***    The Fund changed its year end from  December  31st to August  31st.  This
       represents the period from January 1, 1998 to August 31, 1998.


(A)   Management  fee waivers  reduced the expense  ratios and increased the net
      investment income ratio by .64% in 1996 and 1.00% in 1995.

(B) Expense  ratios have been  increased  to include  custodian  fees which were
offset by custodian credits.

(C) Expense  ratio - net  reflects the effect of the  custodian  fee credits the
fund received.

See Notes to Financial Statements


<PAGE>


SAND HILL PORTFOLIO MANAGER FUND
NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2000

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

         The Sand Hill  Portfolio  Manager  Fund (the "Fund") is a series of The
World Funds,  Inc. ("TWF") which is registered under The Investment  Company Act
of 1940, as amended, as a diversified  open-end management company. The Fund was
established  in  January 2, 1995 as a series of TWF which has  allocated  to the
Fund 50,000,000 shares of its 500,000,000 shares of $.01 par value common stock.
The  following  is a summary of  significant  accounting  policies  consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

         The  investment  objective  of the Fund is to maximize  total return by
investing in equity securities, debt securities and short-term investments.

         A. Security  Valuation.  Investments in securities traded on a national
securities  exchange or included in the NASDAQ National Market System are valued
at  the  last   reported   sales   price;   other   securities   traded  in  the
over-the-counter  market and listed  securities for which no sale is reported on
that date are  valued at the last  reported  bid price.  Short-term  investments
(securities with a remaining  maturity of sixty days or less) are valued at cost
which, when combined with accrued interest, approximates market value.

         B.  Federal  Income  Taxes.   The  Fund  intends  to  comply  with  the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to  distribute  all of its  taxable  income to its  shareholders.
Therefore, no federal income tax provision is required.

         C.  Security  Transactions  and Income.  As is common in the  industry,
security  transactions  are accounted for on the trade date.  Dividend income is
recorded  on the  ex-dividend  date.  Interest  income is recorded on an accrual
basis.

         D.  Deferred  Organizational  Expenses.  All  of  the  expenses  of TWF
incurred in  connection  with its  organization  and the public  offering of its
shares have been assumed by the series funds of TWF. The  organization  expenses
allocable to Sand Hill  Portfolio  Manager Fund were  amortized over a period of
fifty-seven (57) months.

         E.  Distributions  to Shareholders.  Distributions  from net investment
income and realized gains, if any, are recorded on the ex-dividend  date. Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These  distribution  differences  primarily  result from  different
treatments of equalization and post-October capital losses.

         F.  Accounting   Estimates.   In  preparing  financial   statements  in
conformity  with generally  accepted  accounting  principles,  management  makes
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  at the date of the  financial  statements,  as well as the reported
amounts of revenues and expenses  during the reporting  period.  Actual  results
could differ from those estimates.

NOTE 2 - INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS

         Pursuant to an Investment  Advisory Agreement,  the Advisor,  Sand Hill
Advisors ("SHA") provides  investment  services for an annual fee of 1.0% of the
first $100  million of  average  daily net assets and .75% on average  daily net
assets over $100 million.

         As  provided  in the  Administrative  Agreement,  the  Fund  reimbursed
Commonwealth  Shareholder  Services,  Inc. ("CSS"),  its  Administrative  Agent,
$35,850  for  providing  shareholder  services,  recordkeeping,   administrative
services and blue-sky filings. The Fund compensates CSS for blue-sky filings and
certain shareholder  servicing on an hourly rate basis. For other administrative
services, CSS receives .20% of average daily net assets.

         Fund Services,  Inc. ("FSI") is the Fund's Transfer and Dividend
Disbursing  Agent. FSI received $21,551 for its services for the year ended
August 31, 2000.

         Certain  officers and/or directors of the Fund are also officers and/or
directors of CSS and FSI.

NOTE 3 - INVESTMENTS

         The cost of purchases and proceeds from sales of securities  other than
short-term  notes for the year  ended  August 31,  2000,  were  $12,839,822  and
$7,833,661, respectively.

<PAGE>


Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of The World Funds, Inc.
Richmond, Virginia

We have audited the  accompanying  statement of assets and  liabilities  of Sand
Hill  Portfolio  Manager Fund, a series of The World Fund,  Inc.,  including the
schedule  of  portfolio  investments  as of August  31,  2000,  and the  related
statement of operations  for the year then ended and the statement of changes in
net assets for each of the two years in the period then ended and the  financial
highlights for the periods  indicated  herein.  These  financial  statements and
financial  highlights  are the  responsibility  of the  Fund's  management.  Our
responsibility  is to  express  an opinion  on these  financial  statements  and
financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 2000, by  correspondence  with the custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Sand Hill  Portfolio  Manager  Fund as of August 31,  2000,  the  results of its
operations for the year then ended and the changes in its net assets for each of
the two years in the period then ended and the financial  highlights for each of
the periods referred to above, in conformity with generally accepted  accounting
principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000

<PAGE>

Investment Adviser:

Sand Hill Advisors, Inc.
3000 Sand Hill Road
Building Three, suite 150
Menlo Park, California  94025-7111

Distributor:

First Dominion Capital Corp.
1500 Forest Avenue
Suite 223
Richmond, Virginia 23229

Independent Auditors:

Tait, Weller and Baker
Eight Penn Center Plaza
Suite 800
Philadelphia, Pennsylvania 19103

Transfer Agent:

For account  information,  wire purchase or  redemptions,  call or write to Sand
Hill's Transfer Agent:

Fund Services, Inc.
Post Office Box 26305
Richmond, Virginia 23260
(800) 628-4077 Toll Free

More Information:

For 24 hour, 7 days a week price information,  and for information on any series
of The World Funds, Inc., investment plans, and other shareholder services, call
Commonwealth Shareholder Services at (800) 527-9525 Toll Free.

<PAGE>
Annual Report to Shareholders

CSI Equity Fund
CSI Fixed Income Fund


CSI Capital Management
Financial Advisors
Investment Counsel

For the Year Ended
August 31, 2000

<PAGE>

October 16, 2000

RE:   CSI Equity Fund

Dear Shareholder:

      We are pleased to report that  during the Fund's most  recently  completed
fiscal year (August 31, 2000),  the net asset value  increased by  approximately
38%. This is significantly  greater than the increase in the S&P 500 stock index
during that same period (about 15%) or the Morgan Stanley Capital  International
World Index (about 12%).

      A number of factors contributed to this performance.  An important one was
our decision to decrease  the portion of our  portfolio  devoted to  technology.
Twice  during the fiscal  year we  significantly  reduced  our  holdings  in the
technology  sector prior to market declines in the sector.  As we diminished our
holdings of technology sector stock, we increased our positions in stocks in the
"old" economy such as oils, financials,  consumers, and drug manufacturers.  The
result of this program can be seen in the relative  weightings of our stocks. At
the end of our last fiscal  year  (August,  1999),  seven of our top 10 holdings
were technology companies,  while at the end of this fiscal year (August, 2000),
only three belonged to that sector.

      As a global  fund,  we  continue  to invest a  significant  portion of our
assets in companies  headquartered  outside of the United States.  At the end of
the fiscal year,  approximately  28% of the Fund's  assets were invested in such
companies.  We believe this  contributed to stability in the Fund's value during
periods of U.S. market decline.  Although the Euro has declined significantly in
value against the U.S. dollar,  and even though that affects the market value of
our  international  stocks,  we have been able to maintain  our  performance  as
indicated  above.  This is the result of our selection of individual  securities
which have outperformed the market averages.

      It is  important  that we have been able to achieve  our  results  without
concentrating  our assets into a very few stocks.  At the end of the last fiscal
year,  the  largest  single  company  accounted  for  approximately  3.3% of the
portfolio.  This means that our  performance is based upon the good showing of a
number of stocks  and not  because  of the  overwhelming  success  of one or two
companies.

      We attempt to select  companies that we believe will show sustained growth
in  earnings,  and we  diversify  our  holdings  among  those  companies  across
international  borders and across industries.  This has served us well since the
inception  of the Fund on October 15, 1997.  Since that time,  the S&P 500 Index
has  increased  approximately  57%,  and the  average  global fund as tracked by
Lipper  Analytical  Services  has  increased  approximately  47%.  Our  Fund has
increased approximately 84% during this same term.

      With the year 2000 showing the  possibility of being the first year in the
last five that has not seen an  increase  in the  general  market  averages,  we
believe that good stock selection will be more important than ever.

Sincerely,

Leland H. Faust
CSI Capital Management


<PAGE>
COMPARISON OF $10,000 INVESTMENT IN
CSI EQUITY FUND VS. LIPPER GLOBAL FUND INDEX

[graph goes here]

Date           CSI Equity Fund          Lipper Global Fund Index
10/15/1997     $10,000                  $10,000
8/31/1998      $ 9,880                  $ 9,202
8/31/1999      $13,359                  $11,810
8/31/2000      $18,396                  $14,736
Past performance is not predictive of future performance.

[end graph]

    --------------------------------------------------------------
     Average Annual Total Return for Period ended August 31, 2000

               1 Year                   Since Inception
               37.50%                        23.55%
    --------------------------------------------------------------

--------------------------------------------------------------------------------
The Lipper Global Fund Index is an equally-weighted performance indice, adjusted
for capital gains distributions and income dividends of the largest 30
qualifying equity funds that invest in at least 25% of their portfolio in
securities traded outside of the United States and that may own U.S. securities
as well.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
--------------------------------------------------------------------------------
<PAGE>

CSI EQUITY FUND
                        SCHEDULE OF PORTFOLIO INVESTMENTS
                        AUGUST 31, 2000

 Number                                                   Market
of Shares        Description                              Value
---------        -----------                             -------
                 COMMON STOCKS:               96.52%

                 BANKING:                      8.96%
   35,900        Bank One Corp.                        $ 1,265,475
   33,423        Citigroup                               1,951,068
   24,600        Deutsche Bank ADR                       2,149,856
   35,000        HSBC Holdings ADR                       2,535,313
   33,800        Ing Groep N.V. ADR                      2,279,388
                                                       -----------
                                                        10,181,100
                                                       -----------
                 BEVERAGES:                    2.91%
   26,600        Heineken N.V. ADR                       1,352,690
   45,900        Pepsico Inc.                            1,956,487
                                                       -----------
                                                         3,309,177
                                                       -----------
                 CHEMICALS:                    4.19%
   52,000        Du Pont (E.I.) De Nemours               2,333,500
   24,700        Pharmacia Corp.                         1,446,494
   34,100        Rohm and Haas Co.                         986,769
                                                       -----------
                                                         4,766,763
                                                       -----------
                 COMPUTER AND PERIPHERALS:     6.10%
   52,500        Compaq Computer Corp.                   1,788,281
   34,000        Cisco Systems, Inc.*                    2,329,000
   28,800        EMC Corp*                               2,822,400
                                                       -----------
                                                         6,939,681
                                                       -----------
                 COMPUTER SOFTWARE AND SERVI   6.30%
   41,900        Automatic Data Processing               2,498,287
   24,900        Microsoft Corp.*                        1,738,331
   32,200        ORACLE Corporation*                     2,928,188
                                                       -----------
                                                         7,164,806
                                                       -----------
                 DRUG AND MEDICAL:            10.91%
   22,779        Aventis                                 1,702,730
   40,100        Abbott Laboratories                     1,754,375
   28,000        Bayer                                   1,186,156
   25,600        Johnson & Johnson                       2,353,600
   50,325        Pfizer Inc.                             2,176,556
   17,400        Roche Holdings                          1,557,789
   41,600        Schering Plough                         1,669,200
                                                       -----------
                                                        12,400,406
                                                       -----------

                 ELECTRONICS/EQUIPMENT:        6.24%
    4,729        Agilent Technologies*                     285,218
   38,500        Emerson Electric Co.                    2,548,219
   12,400        Hewlett-Packard Co.                     1,497,300
   46,000        Nokia Corp. ADR                         2,067,125
   43,500        Xerox                                     698,719
                                                       -----------
                                                         7,096,581
                                                       -----------
                 FOOD:                         3.25%
   28,600        Diageo PLC ADR                            984,913
   57,600        Groupe Danone ADR                       1,580,400
   10,500        Nestle S.A. ADR                         1,131,066
                                                       -----------
                                                         3,696,379
                                                       -----------
                 FOOTWARE AND APPAREL:         0.58%
   24,400        Adidas ADR                                656,199
                                                       -----------
                 HOUSEHOLD:                    7.31%
   56,000        Gillette                                1,680,000
   42,600        Kimberly-Clark Corp.                    2,492,100
   42,600        Proctor & Gamble                        2,633,212
   31,699        Unilever N.V.                           1,497,778
                                                       -----------
                                                         8,303,090
                                                       -----------
                 INSURANCE:                    2.57%
   21,700        AXA ADR                                 1,525,781
    4,900        Zurich Allied ADR                         504,491
    1,740        Zurich Allied (Underlying Security)       896,536
                                                       -----------
                                                         2,926,808
                                                       -----------
                 MANUFACTURING:                6.33%
   11,400        Corning Inc.                            3,738,487
   21,100        Deere & Co.                               694,981
   29,700        Minnesota Mining and Manufacturing C    2,762,100
                                                       -----------
                                                         7,195,568
                                                       -----------
                 METALS:                       1.44%
   49,100        Alcoa Inc.                              1,632,575
                                                       -----------
                 MULITMEDIA:                   1.32%
   38,600        Disney Walt Co.                         1,502,988
                                                       -----------

                 OIL:                          6.87%
   34,100        Philips Petroleum                       2,109,937
  106,100        Repsol S.A. ADR                         2,102,106
   15,900        Schlumberger                            1,356,469
   30,100        Total Fina ADR                          2,242,450
                                                       -----------
                                                         7,810,962
                                                       -----------
                 RETAIL:                       7.32%
   62,300        Albertson's Inc.                        1,339,450
   52,400        Borders Group Inc.*                       697,575
   67,800        Costco Wholesale*                       2,334,862
   74,000        Federated Department Stores*            2,044,250
   39,300        Home Depot Inc.                         1,888,856
                                                       -----------
                                                         8,304,993
                                                       -----------
                 SEMI-CONDUCTORS:              4.13%
   33,000        Intel Corp.                             2,470,875
   36,000        STMicroelectronics                      2,220,750
                                                       -----------
                                                         4,691,625
                                                       -----------
                 TELECOMMUNICATIONS:           4.37%
   20,300        Lucent Technologies                       848,794
   20,000        Tellabs Inc.*                           1,123,750
   32,650        Vodafone Airtouch Communications        1,336,609
   45,350        WorldCom, Inc.*                         1,655,275
                                                       -----------
                                                         4,964,428
                                                       -----------
                 TRANSPORTATION:               3.57%
   52,800        FDX Corporation*                        2,130,480
   48,600        Union Pacific                           1,931,850
                                                       -----------
                                                         4,062,330
                                                       -----------
                 UTILITIES:                    1.85%
   60,300        TXU Corp.                               2,106,731
                                                       -----------
                 TOTAL INVESTMENTS:
                 (Cost: $86,792,095)**        96.52%  $109,713,190
                 Other assets, net             3.48%     3,959,663
                                             ------   ------------
                 NET ASSETS                  100.00%  $113,672,853
                                             ======   ============

* Non-income producing
**Cost for Federal income tax purposes is $86,792,095 and net unrealized
appreciation consists of:

                 Gross unrealized appreciation        $28,726,960
                 Gross unrealized depreciation         (5,805,865)
                                                      -----------
                 Net unrealized appreciation          $22,921,095
                                                      ===========
ADR- Security  represented is held by the custodian bank in the form of American
Depositary Receipts.

See Notes to Financial Statements

<PAGE>

CSI EQUITY FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2000

ASSETS
Investments at value (identified cost
 of $86,792,095) (Notes 1 & 3)                                  $ 109,713,190
Cash                                                                1,513,976

   Receivables:
      Dividend                                $  137,474
      Interest                                    11,775
      Fund shares purchased                    2,386,080
                                              ----------

                                                                    2,535,329
Deferred organization cost (Note 1)                                    22,773
Other assets                                                           16,261
                                                                 ------------
      TOTAL ASSETS                                                113,801,529
                                                                 ------------
LIABILITIES
Investment management fees                                             93,343
Accrued expenses                                                       35,333
                                                                 ------------
      TOTAL LIABILITIES                                               128,676
                                                                 ------------
NET ASSETS                                                       $113,672,853
                                                                 ============
   NET ASSET VALUE, OFFERING AND REDEMPTION
      PRICE PER SHARE ($113,672,853 / 6,186,425 shares
        outstanding)                                             $      18.37
                                                                 ============
   At August 31, 2000 there were 50,000,000 shares
    of $.01 par value stock authorized and components
    of net assets are:
   Paid in capital                                               $ 81,381,124
   Accumulated net realized gain on investments                     9,370,634
   Net unrealized appreciation of investments                      22,921,095
                                                                 ------------
   Net assets                                                    $113,672,853
                                                                 ============

See Notes to Financial Statements

<PAGE>

CSI EQUITY FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2000

INVESTMENT INCOME
      Dividend                                  $982,800
      Interest                                    70,675
                                                --------
         Total income                                             $ 1,053,475
                                                                 ------------
EXPENSES
      Investment management fees (Note 2)        805,999
      Recordkeeping and administrative services  143,819
      Custodian and accounting fees               63,182
      Audit and legal fees                        17,994
      Transfer agent fees                         19,848
      Registration fees                           15,483
      Shareholder servicing and reports           16,690
      Organization expense amortization           10,379
      Insurance                                    8,265
      Other expenses                              66,511
                                                --------
         Total expenses                                             1,168,170
                                                                 ------------
      Net investment loss                                            (114,695)
                                                                 ------------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   Net realized gain on investments                                 9,965,395
   Net change in unrealized appreciation on investments            13,918,985
                                                                 ------------
   Net gain on investments                                         23,884,380
                                                                 ------------
   Net increase in net assets resulting from operations          $ 23,769,685
                                                                 ============

See Notes to Financial Statements

<PAGE>

CSI EQUITY FUND

STATEMENT OF CHANGES IN NET ASSETS

                                                 Year ended        Year ended
                                               August 31, 2000   August 31, 1999
                                               ---------------   ---------------
OPERATIONS
   Net investment loss                        $   (114,695)        $    (61,940)
   Net realized gain (loss) on investments       9,965,395             (570,895)
   Change in net unrealized appreciation
    (depreciation)of investments                13,918,985           10,984,834
                                              ------------         ------------
   Net increase in net assets resulting
    from operations                             23,769,685           10,351,999

DISTRIBUTION TO SHAREHOLDERS FROM
   Net investment income ($-- and $.02  per
    share, respectively)                                --              (64,879)
   Capital gains($.-- and $.-- share)                   --                   --

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting from
capital share transactions*                     36,978,756           16,061,049
                                              ------------         ------------
   Net increase in net assets                   60,748,441           26,348,169
   Net assets at beginning of year              52,924,412           26,576,243
                                              ------------         ------------
NET ASSETS at the end of year                 $113,672,853         $ 52,924,412
                                              ============         ============

* A summary of capital share transactions follows:

                                Year ended                    Year ended
                              August 31, 2000               August 31, 1999
                          -----------------------      ------------------------
                           Shares         Value         Shares          Value
                           ------         -----         ------          -----
Shares sold               2,560,380   $42,600,004      1,470,603    $18,610,831
Shares reinvested from
 distributions                   --            --          4,869         64,657
Shares redeemed            (334,341)   (5,621,248)      (206,346)    (2,614,439)
                          ---------   -----------      ---------    -----------
Net increase              2,226,039   $36,978,756      1,269,126    $16,061,049
                          =========   ===========      =========    ===========

See Notes to Financial Statements

<PAGE>

CSI EQUITY FUND
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<S>                                                          <C>               <C>               <C>
                                                            Year ended        Year ended       Period ended
                                                          August 31, 2000   August 31, 1999   August 31,1998*
                                                          ---------------   ---------------   ---------------
Per Share Operating Performance
Net asset value, beginning of period                         $13.36            $9.88             $10.00
Income from investment operations-
   Net investment income (loss)                               (0.02)           (0.02)              0.02
   Net realized and unrealized gain (loss) on investments      5.03             3.52              (0.14)
                                                            -------           ------             ------
   Total from investment operations                            5.01             3.50              (0.12)
                                                            -------           ------             ------
Less distributions-
   Distributions from net investment income                      --            (0.02)                --
   Distributions from capital gains                              --               --                 --
                                                            -------           ------             ------
   Total distributions                                           --            (0.02)                --
                                                            -------           ------             ------
Net asset value, end of period                               $18.37           $13.36              $9.88
                                                            =======           ======             ======
Total Return                                                  37.50%           35.21%             (1.20%)
                                                            =======           ======             ======
Ratios/Supplemental Data
   Net assets, end of period (000's)                       $113,673          $52,924            $26,576
Ratio to average net assets-
   Expenses (A)                                                1.44%            1.50%              1.50%**
   Expenses-net (B)                                            1.44%            1.50%              1.49%**
   Net investment income                                      (0.14%)          (0.15%)             0.42%**
Portfolio turnover rate                                       22.69%           12.91%              8.16%

</TABLE>

* Commencement of operations October 15, 1997
** Annualized

(A) Expense ratio has been increased to include custodian fees which were offset
by custodian credits for  the period ended August 31, 1998.
(B) Expense  ratio - net  reflects the effect of the  custodian  fee credits the
fund received for the period  ended August 31, 1998.

See Notes to Financial Statements

<PAGE>

CSI EQUITY FUND
NOTES TO  THE FINANCIAL STATEMENTS
AUGUST 31, 2000

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

      The CSI  Equity  Fund (the  "Fund") is a series of The World  Funds,  Inc.
("TWF")  which is  registered  under  The  Investment  Company  Act of 1940,  as
amended, as a diversified  open-end management company. The Fund was established
in 1997 as a series of TWF which has  allocated  to the Fund  50,000,000  of its
500,000,000 shares of $.01 par value common stock.

      The  objective  of the Fund is to seek to  achieve  growth of  capital  by
investing in a portfolio  composed of common stocks and  securities  convertible
into  common  stocks,  such  as,  warrants,  convertible  bonds,  debentures  or
convertible  preferred  stock.  In seeking to meet its objective,  the Fund will
invest on a global basis.

      The following is a summary of significant accounting policies consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

      A. Security Valuation. Investments traded on stock exchanges are valued at
the last quoted sales price on the exchange on which the  securities  are traded
as of the close of business on the last day of the period or, lacking any sales,
at the last  available bid price.  In cases where  securities are traded on more
than one exchange,  the securities  are valued on the exchange  designated by or
under the authority of the Fund's Board of Directors.  Securities  traded in the
over-the-counter  market  are  valued at the last  available  sale  price in the
over-the-counter  market prior to time of valuation.  Temporary  investments  in
U.S.  dollar  denominated  short-term  investments are valued at amortized cost,
which approximates  market.  Portfolio  securities which are primarily traded on
foreign  exchanges are generally  valued at the closing price on the exchange on
which they are traded, and those values are then translated into U.S. dollars at
the current exchange rate.

           B.  Federal  Income  Taxes.  The  Fund  intends  to  comply  with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to  distribute  all of its  taxable  income to its  shareholders.
Therefore, no federal income tax provision is required.

      C. Security  Transactions and Income.  Security transactions are accounted
for on the trade date. The cost of securities sold is determined  generally on a
first-in,  first-out  basis.  Dividends  are recorded on the  ex-dividend  date.
Interest income is recorded on an accrual basis.

      D.  Distribution to Shareholders.  Distribution from investment income and
realized  gains,  if  any,  are  recorded  on  the  ex-dividend   date.   Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These  differences  are primarily due to differing  treatments  for
foreign currency transactions, net operating losses and post-October capital and
currency losses.

      E. Use of Estimates.  In preparing financial statements in conformity with
generally  accepted  accounting  principles,   management  makes  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 2-INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER

      Pursuant to an Investment  Advisory Agreement,  the Advisor,  CSI Capital
Management,  Inc.  ("CSI")  provides  investment  services for an annual fee of
1.00% of average daily net assets of the Fund.

      As  provided  in  the  Administrative   Agreement,   the  Fund  reimbursed
Commonwealth  Shareholder  Services,  Inc. ("CSS"),  its  administrative  agent,
$137,623  for  providing  shareholder  services,  recordkeeping,  administrative
services and blue-sky filings. The Fund compensates CSS for blue-sky and certain
shareholder  servicing  on  an  hourly  rate  basis.  For  other  administrative
services,  CSS  receives  0.20% of  average  daily net assets of the Fund on the
first $50  million,  0.15% per annum of the  average  daily net assets  from $50
million to $100  million,  and 0.10% per annum of the  average  daily net assets
over $100 million, with a minimum fee of $15,000.

      Fund  Services,   Inc.  ("FSI")  is  the  Fund's  Transfer  and  Dividend
Disbursing  Agent.  FSI  received  $19,848 for its  services for the year ended
August 31, 2000.

      Certain  officers  and/or  directors of the Fund are also officers  and/or
directors of CSI, CSS, and FSI.

NOTE 3-INVESTMENTS

      The cost of purchases and the proceeds from sales of securities other than
short-term notes aggregated $52,626,565 and $17,719,006, respectively.


<PAGE>


Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of The World Funds, Incorporated
Richmond, Virginia

We have audited the accompanying  statement of assets and liabilities of the CSI
Equity  Fund,  a series of The World  Funds,  Inc.,  including  the  schedule of
portfolio  investments  as of August 31,  2000,  and the  related  statement  of
operations for the year then ended,  and the statements of changes in net assets
for each of the two years in the period then ended and the financial  highlights
for each of the two years in the period  then  ended and for the period  October
15, 1997  (commencement of operations)  through August 31, 1998. These financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 2000 by  correspondence  with the  custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
CSI Equity Fund as of August 31,  2000,  the results of its  operations  for the
year then ended,  the changes in its net assets for each of the two years in the
period then ended and the  financial  highlights  for each of the two years then
ended and for the period October 15, 1997 through August 31, 1998, in conformity
with generally accepted accounting principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000

<PAGE>
COMPARISON OF $10,000 INVESTMENT IN
CSI FIXED INCOME VS. LIPPER INTERMEDIATE INVESTMENT GRADE INDEX

[graph goes here]

Date           CSI Fixed Income       Lipper Intermediate Investment Grade Index
1/27/1998      $10,000                $10,000
8/31/1998      $10,480                $10,478
8/31/1999      $10,343                $10,524
8/31/2000      $11,004                $11,217
Past performance is not predictive of future performance.

[end graph]

    --------------------------------------------------------------
     Average Annual Total Return for Period ended August 31, 2000

               1 Year                   Since Inception
               6.39%                        3.75%
    --------------------------------------------------------------

--------------------------------------------------------------------------------
The Lipper Intermediate Investment Grade INdex is an equally-weighted
performance indice, adjusted for capital gains distributions and income
dividends of the largest 30 qualifying funds that invest at least 65% of their
assets in investment grade debt issues with dollar-weighted average maturities
of five to ten years.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
--------------------------------------------------------------------------------
<PAGE>


CSI FIXED INCOME FUND
                                  SCHEDULE OF PORTFOLIO INVESTMENTS
                                 AUGUST 31, 2000

Principal                                                             Market
  Amount          Description                                          Value
----------        -----------                                       ----------
                  U.S. GOVERNMENT SECURITIES:           92.57%
                  MATURES IN OVER 10 YEARS:             19.27%
$5,750,000        U.S. Treasury Bond 6.00%; February 15, 2026      $ 5,829,063
4,250,000         U.S. Treasury Bond 6.75%; August 15, 2026          4,730,781
2,000,000         U.S. Treasury Bond 5.50%; August 15, 2028          1,905,000
                                                                   -----------
                                                                    12,464,844
                                                                   -----------
                  MATURES IN 6-10 YEARS:                19.83%
2,750,000         U.S. Treasury Note 5.875%; November 15, 2005       2,733,673
2,750,000         U.S. Treasury Note 5.625%; February 15, 2006       2,700,156
2,500,000         U.S. Treasury Note 6.125%; August 15, 2007         2,520,313
4,000,000         U.S. Treasury Note 5.50%; February 15, 2008        3,890,000
1,000,000         U.S. Treasury Note 5.625%; May 15, 2008              980,313
                                                                   -----------
                                                                    12,824,455
                                                                   -----------
                  MATURES IN 0-5 YEARS:                 53.47%
7,500,000         U.S. Treasury Note 5.25%; January 31, 2001         7,467,188
2,750,000         U.S. Treasury Note 5.625%; May 15, 2001            2,736,250
1,000,000         U.S. Treasury Note 5.875%; November 30, 2001         995,000
2,000,000         U.S. Treasury Note 6.375%; August 15, 2002         2,005,626
3,000,000         U.S. Treasury Note 5.75%; October 31, 2002         2,973,750
3,000,000         U.S. Treasury Note 6.25%; February 15, 2003        3,006,564
2,000,000         U.S. Treasury Note 5.50%; May 31, 2003             1,969,376
2,000,000         U.S. Treasury Note 5.875%; February 15, 2004       1,988,126
2,000,000         U.S. Treasury Note 5.25%; May 15, 2004             1,946,875
2,500,000         U.S. Treasury Note 7.25%; August 15, 2004          2,603,125
4,750,000         U.S. Treasury Note 6.50%; May 15, 2005             4,845,000
2,000,000         U.S. Treasury Note 6.50%; August 15, 2005          2,040,000
                                                                   -----------
                                                                    34,576,880
                                                                   -----------
                  TOTAL U.S. GOVERNMENT SECURITIES:
                  (Cost:$60,387,038)*            92.57%             59,866,179
                  Other assets, net               7.43%              4,804,323
                                                ------             -----------
                  NET ASSETS                    100.00%            $64,670,502
                                                ======             ===========

* Cost for Federal income tax purposes is $60,387,038 and net unrealized
depreciation consists of:

                  Gross unrealized appreciation                    $ 265,511
                  Gross unrealized depreciation                     (786,370)
                                                                   ---------
                  Net unrealized depreciation                      $(520,859)
                                                                   =========

See Notes to Financial Statements

<PAGE>

CSI FIXED INCOME FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2000

ASSETS
  Investments at value (identified cost
   of $60,387,038) (Notes 1 & 3)                                   $59,866,179
  Cash                                                               2,749,448
  Receivables:
     Interest                                        $  479,700
     Capital stock sold                               1,689,205
                                                     ----------
                                                                     2,168,905
  Deferred organization costs (Note 1)                                  22,888
  Prepaid expenses                                                      10,180
                                                                   -----------
        TOTAL ASSETS                                                64,817,600
                                                                   -----------
LIABILITIES
  Investment management fees                                            26,920
  Accrued expenses                                                      20,178
  Payable for capital stock redeemed                                   100,000
                                                                   -----------
        TOTAL LIABILITIES                                              147,098
                                                                   -----------
NET ASSETS                                                         $64,670,502
                                                                   ===========
  NET ASSET VALUE, OFFERING AND REDEMPTION PRICE PER SHARE
   ($64,670,502/6,521,110 shares outstanding)                      $      9.92
                                                                   ===========
  At August 31, 2000 there were 50,000,000 shares of $.01 par
   value stock  authorized and components of net assets are:
  Paid in capital                                                  $65,173,962
     Undistributed net realized gain on investments                     17,399
     Net unrealized depreciation of investments                       (520,859)
                                                                   -----------
     Net Assets                                                    $64,670,502
                                                                   ===========

  See Notes to Financial Statements

<PAGE>

CSI FIXED INCOME FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2000

INVESTMENT INCOME
      Interest                                                      $3,116,129
                                                                   -----------
EXPENSES
      Investment management fees (Note 2)      $573,570
      Recordkeeping and administrative
        services (Note 2)                       110,984
      Custodian and accounting fees              48,600
      Audit and legal fees                       18,717
      Shareholder servicing and reports          14,788
      Registration fees                          14,851
      Transfer agent fees                        18,771
      Organization expense amortization          10,378
      Other expenses                             45,888
                                               --------
        Total expenses                                                 856,547
      Fee waivers (Note 2)                                            (286,785)
                                                                   -----------
      Net expenses                                                     569,762
                                                                   -----------
      Net investment income                                          2,546,367
                                                                   -----------
UNREALIZED GAIN ON INVESTMENTS

   Net change in unrealized depreciation on investments              1,152,528
                                                                   -----------
   Net increase in net assets resulting from operations             $3,698,895
                                                                   ===========

See Notes to Financial Statements

<PAGE>

CSI FIXED INCOME FUND

STATEMENT OF CHANGES IN NET ASSETS


                                              Year ended          Year ended
                                            August 31, 2000     August 31, 1999
                                            ---------------     ---------------
OPERATIONS
   Net investment income                    $ 2,546,367         $ 1,741,045
   Net realized gain on investments                  --              17,399
   Change in net unrealized appreciation
    (depreciation) of investments             1,152,528          (2,548,398)
                                            -----------         -----------
   Net increase(decrease) in net assets
    resulting from operations                 3,698,895            (789,954)

DISTRIBUTION TO SHAREHOLDERS FROM
   Net investment income ($.44 and $.61
    per share, respectively)                 (2,562,942)         (2,452,926)

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting
    from capital share transactions**        14,929,069          17,948,035
                                            -----------         -----------
   Net increase in net assets                16,065,022          14,705,155
   Net assets at beginning of year           48,605,480          33,900,325
                                            -----------         -----------
NET ASSETS at the end of the year
  (including undistributed net investment
   income of $-- and $2,203, respectively)  $64,670,502         $48,605,480
                                            ===========         ===========

** A summary of capital share transactions follows:


                            Year ended                     Year ended
                          August 31, 2000                August 31, 1999
                     --------------------------    --------------------------
                       Shares          Value         Shares           Value
                      --------        -------       --------        --------
Shares sold          2,940,204      $28,619,513    2,734,375      $27,937,035
Shares reinvested
 from distributions    258,811        2,520,178      239,692        2,447,668
Shares redeemed     (1,662,329)     (16,210,622)  (1,223,411)     (12,436,668)
                     ---------      -----------    ---------      -----------
Net increase         1,536,686      $14,929,069    1,750,656      $17,948,035
                     =========      ===========    =========      ===========

See Notes to Financial Statements

<PAGE>

CSI FIXED INCOME FUND
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

<TABLE>
<S>                                        <C>              <C>               <C>
                                         Year ended        Year ended       Period ended
                                       August 31, 2000   August 31, 1999   August 31,1998*
                                       ---------------   ---------------   ---------------
Per Share Operating Performance
Net asset value, beginning of period       $ 9.75            $10.48            $10.00
Income from investment operations-
   Net investment income                     0.43              0.39              0.22
   Net realized and unrealized gain
    (loss) on investments                    0.18             (0.51)             0.26
                                           ------            ------            ------
 Total from investment operations            0.61             (0.12)             0.48
                                           ------            ------            ------
Less distributions-
   Distributions from net investment
    income                                  (0.44)            (0.61)               --
   Distributions from capital gain             --                --                --
                                           ------            ------            ------
Total distributions                         (0.44)            (0.61)               --
                                           ------            ------            ------
Net asset value, end of period             $ 9.92            $ 9.75            $10.48
                                           ======            ======            ======
Total Return                                 6.39%            (1.31%)            4.80%
                                           ======            ======            ======

Ratios/Supplemental Data
   Net assets, end of period (000's)      $64,671           $48,605           $33,900
Ratio to average net assets - (A)
   Expenses (B)                              0.99%             1.00%             1.00%**
   Expenses- net (C)                         0.99%             1.00%             1.00%**
   Net investment income                     4.43%             4.22%             4.34%**
Portfolio turnover rate                     11.52%             1.38%             0.00%
</TABLE>

* Commencement of operations January 27, 1998
** Annualized

(A)  Management  fee waivers  reduced the expense  ratios and  increased the net
investment income ratio by .50% for the year ended year ended  August 31, 2000
and .50% for the period ended  August 31,  1998.

(B)  Expense  ratios  have been  increased  to include custodian fees which were
offset by custodian credits and before management fee waivers.

(C) Expense  ratio - net reflects the effect of the  management  fee waivers and
the custodian fee credits the fund received.

See Notes to Financial Statements

<PAGE>

CSI FIXED INCOME FUND
NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2000

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

      The CSI Fixed  Income  Fund (the  "Fund") is a series of The World  Funds,
Inc.  ("TWF") which is registered  under The Investment  Company Act of 1940, as
amended, as a diversified  open-end management company. The Fund was established
in 1997 as a series of TWF which has  allocated  to the Fund  50,000,000  of its
500,000,000 shares of $.01 par value common stock.

      The  objective of the Fund is to seek current  income by investing in debt
securities.  The Fund seeks to achieve its objective by investing in obligations
issued or guaranteed by the U.S.  Government,  its  agencies,  authorities,  and
instrumentalities   ("U.S.   Government   Securities"),   municipal  securities,
corporate  debt  securities,  zero  coupon  bonds,  as  well as  obligations  of
governments, instrumentalities and corporations outside the U.S.


      The following is a summary of significant accounting policies consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

      A. Security Valuation.  Money market investments with a remaining maturity
of less than  sixty  days are  valued  using the  amortized  cost  method;  debt
securities are valued by appraising  them at prices  supplied by a pricing agent
approved by the Fund, which prices may reflect broker-dealer supplied valuations
and electronic data processing techniques.

           B.  Federal  Income  Taxes.  The  Fund  intends  to  comply  with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to  distribute  all of its  taxable  income to its  shareholders.
Therefore, no federal income tax provision is required.

      C. Security  Transactions and Interest Income.  Security  transactions are
accounted for on the trade date. The cost of securities  sold is determined on a
first-in, first-out basis. Interest income is recorded on the accrual basis.

      D.  Distribution to Shareholders.  Distribution from investment income and
realized  gains,  if  any,  are  recorded  on  the  ex-dividend   date.   Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These  differences  are primarily  due to net operating  losses and
post-October capital losses.

           E. Use of Estimates.  In preparing financial statements in conformity
with generally accepted  accounting  principles,  management makes estimates and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 2-INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER

      Pursuant to an Investment  Advisory  Agreement,  the Advisor,  CSI Capital
Management, Inc. ("CSI") provides investment services for an annual fee of 1.00%
of average daily net assets of the Fund. CSI has voluntarily agreed to waive its
fees and reimburse  the fund through  December 31, 2000 for expenses in order to
limit the operating  expenses to 1.0% of average net assets.  For the year ended
August 31, 2000, the manager waived fees of $286,785.

      As  provided  in  the  Administrative   Agreement,   the  Fund  reimbursed
Commonwealth  Shareholder  Services,  Inc. ("CSS"),  its  administrative  agent,
$105,416  for  providing  shareholder  services,  recordkeeping,  administrative
services and blue-sky filings. The Fund compensates CSS for blue-sky and certain
shareholder  servicing  on  an  hourly  rate  basis.  For  other  administrative
services,  CSS  receives  0.20% of  average  daily net assets of the Fund on the
first $50  million,  0.15% per annum of the  average  daily net assets  from $50
million to $100  million,  and 0.10% per annum of the  average  daily net assets
over $100 million, with a minimum fee of $15,000.

      Fund  Services,   Inc.  ("FSI")  is  the  Fund's  Transfer  and  Dividend
Disbursing  Agent.  FSI  received  $18,771 for its  services for the year ended
August 31, 2000.

      Certain  officers  and/or  directors of the Fund are also officers  and/or
directors of CSI, CSS, and FSI.

NOTE 3-INVESTMENTS

      The cost of purchases and the proceeds from maturities of securities other
than short-term notes aggregated $16,577,264 and $5,000,000 respectively.

<PAGE>

Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of The World Funds, Incorporated
Richmond, Virginia

We have audited the accompanying  statement of assets and liabilities of the CSI
Fixed Income Fund, a series of The World Funds, Inc.,  including the schedule of
portfolio  investments  as of August 31,  2000,  and the  related  statement  of
operations for the year then ended,  and the statements of changes in net assets
for each of the two years in the period then ended and the financial  highlights
for each of the two years in the period  then  ended and for the period  January
27, 1998  (commencement of operations)  through August 31, 1998. These financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 2000 by  correspondence  with the  custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
CSI Fixed Income Fund as of August 31, 2000,  the results of its  operations for
the year then ended,  the changes in its net assets for each of the two years in
the period then ended and the financial  highlights for each of the two years in
the period then ended and for the period  January 27,  1998  through  August 31,
1998, in conformity with generally accepted accounting principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000

<PAGE>

Investment Adviser:

CSI Capital Management, Inc.
445 Bush Street, 5th Floor
San Francisco, California 94108-3725

Distributor:

First Dominion Capital Corp.
1500 Forest Avenue
Suite 223
Richmond, Virginia 23229

Independent Auditors:

Tait, Weller and Baker
Eight Penn Center Plaza
Suite 800
Philadelphia, Pennsylvania 19103

Transfer Agent:

For account  information,  wire  purchase or  redemptions,  call or write to CSI
Equity and CSI Fixed Income Funds' Transfer Agents:

Fund Services, Inc.
Post Office Box 26305
Richmond, Virginia 23260
(800) 628-4077 Toll Free

More Information:

For 24 hour, 7 days a week price information,  and for information on any series
of The World Funds, Inc., investment plans, and other shareholder services, call
Commonwealth Shareholder Services at (800) 527-9525 Toll Free.

<PAGE>

Annual Report to Shareholders

THE NEW MARKET FUND

A Series of
The World Funds, Inc.
A "Series" Investment Company

For the Year Ended
August 31, 2000

<PAGE>

Dear Shareholder:

      The New Market Fund  performance has been  relatively  consistent with its
value  benchmark,  up mildly since year-end.  While the markets  continued their
bias toward high risk,  momentum stocks, we have begun to see a gradual shift to
well-managed,  traditional non-tech "blue chips", where valuations have declined
far below their  respective  private market  values.  We believe this trend will
accelerate as knowledgeable  strategic buyers take action to realize the sizable
discounts in the public  markets.  The fund has already been the  beneficiary of
the  arbitrage  with the  takeover  of one of its largest  positions,  Financial
Security  Assurance at a 70% premium to its public market value,  confirming our
analysis of the gross undervaluations in these ignored companies.

      As the economy slows and the Federal Reserve  becomes more  accommodating,
the Fund  will  also  benefit  from the  performance  of the  interest-sensitive
financial services stocks, which the fund has nearly half of its assets invested
in (particularly  the  property/casualty  insurers).  Fundamentals have improved
dramatically with improved premium pricing,  tighter underwriting standards, and
consolidation of the weaker competitors.

      Berkshire  Hathaway,  the  Fund's  largest  position,  is trading at a 40%
discount to a  conservative  intrinsic  value  estimate.  Next year's cash flow,
including  new  insurance  float  (excluding  dividends  and  capital  gains) is
estimated  at nearly $3 billion  ($2,000  per share) and  expected  to  increase
significantly over the next five years. In addition,  we have nearly $50,000 per
share in equities,  bonds,  and cash in the Company's  portfolio.  Excluding the
investment  portfolio,  we are  paying  less than  three  times  cash flow for a
quality  insurance  conglomerate,  growing at 26% per year and managed by one of
the most successful long-tern investors.

      Another example of the gross  undervaluation is Tredegar  Corporation.  If
you  exclude  the value of their  venture  capital  portfolio  at nearly $12 per
share, we are paying only 4x operating earnings for its core business in plastic
films and aluminum extrusions.  Here is a well-managed company that has grown at
nearly 65% annually over the past five years.

      We can't control market psychology and the short-term  performance  trends
of  a  casino-like  trading   environment,   but  we  can  reasonably  determine
undervalued  opportunities  and  well-managed  companies  that will  grow  their
intrinsic values  consistently  over time,  generating low risk,  above-average,
long-term  returns for our  shareholders.  While our value  investment style has
been out of favor over the past two years,  we are confident our discipline will
regain momentum with the tremendous  undervalued  opportunities we currently see
in the market

      Thank you for your continued confidence and patience.

Sincerely,

Stephen M. Goddard, CFA
Principal, The London Company
Portfolio Manager-The New Market Fund


<PAGE>

COMPARISON OF $10,000 INVESTMENT IN
THE NEW MARKET FUND VS. LIPPER LARGE CAP VALUE INDEX

[graph goes here]

Date      The New Market      Lipper Large Cap
          Fund                Value Index

10/1/98        $10,000             $10,000
8/31/99
8/31/00        $11,388             $13,830

Past performance is not predictive of future performance.  Performance figures
include deduction of maximum applicable sales charges.

[end graph]

----------------------------------------------------------------------------
        Average Annual Total Return for Period Ended August 31, 2000
                    1 Year                   Since Inception
                    -2.16%                       7.00%
----------------------------------------------------------------------------

--------------------------------------------------------------------------------
The Lipper Large-Cap Value Index is an equally-weighted performance indice,
adjusted for capital gains distributions and income dividends of the largest
30 qualifying equity funds that, by practice, invest in at least 75% of their
equity assets in companies with market capitalizations (on a three-year weighted
basis) of greater than 300% of the dollar-weighted median capitalization of the
S&P Mid-Cap 400 Index.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
--------------------------------------------------------------------------------

<PAGE>

                   THE MEW MARKET FUND
                   SCHEDULE OF PORTFOLIO INVESTMENTS
                   AUGUST 31, 2000


  Number of                                                           Market
   Shares          Security Description                                Value
--------------     --------------------                               --------
                   COMMON STOCK:                 96.86%

                   AEROSPACE/DEFENSE:             1.73%
        2,400      Honeywell International                          $   92,550
                                                                    ----------
                   COMPUTERS:                     7.42%
        2,000      International Business Machines Corp.               264,000
        1,900      Microsoft Corp.*                                    132,644
                                                                    ----------
                                                                       396,644
                                                                    ----------
                   CONSUMER GOODS:               12.67%
        5,100      General Electric                                    299,306
        4,900      Gillette Co.                                        147,000
        2,400      Nike Inc.                                            94,950
        3,200      Pepsico Inc.                                        136,400
                                                                    ----------
                                                                       677,656
                                                                    ----------
                   DIVERSIFIED:                  24.83%
            2      Berkshire Hathaway Inc-Class A*                     115,400
          522      Berkshire Hathaway Inc-Class B*                     998,586
        8,500      Tredegar Industries Inc.                            165,750
          200      Wesco Financial Corp.                                48,000
                                                                    ----------
                                                                     1,327,736
                                                                    ----------
                   FINANCIALS:                   21.35%
        2,600      Ambac Financial Group                               168,025
        3,000      American Express Co.                                177,375
        2,600      Capital One Financial Corp.                         156,812
        2,600      Federal Home Loan Mortgage Corp.                    109,525
        3,100      Markel Corp.*                                       452,212
        1,800      Wells Fargo Co.                                      77,738
                                                                    ----------
                                                                     1,141,687
                                                                    ----------
                   MEDICAL:                       1.39%
        1,400      Bristol-Myers Squibb Co.                             74,200
                                                                    ----------
                   DRILLING:                      1.87%
        2,200      Atwood Oceanics Inc.*                                99,825
                                                                    ----------
                   ELECTRONICS:                   9.54%
        2,500      Emerson Electric                                    165,469
        4,600      Intel Corp.                                         344,425
                                                                    ----------
                                                                       509,894
                                                                    ----------
                   REITS:                         6.75%
        7,500      First Industrial Realty Trust                       222,656
       12,800      United Dominion Realty Trust                        138,400
                                                                    ----------
                                                                       361,056
                                                                    ----------
                   RETAIL:                        1.16%
        2,400      Circuit City Stores                                  62,250
                                                                    ----------

                   TELECOMMUNICATIONS:            4.16%
        4,300      AT&T                                                135,450
        2,600      Sprint                                               87,100
                                                                    ----------
                                                                       222,550
                                                                    ----------
                   TRANSPORTATION - RAIL:         1.12%
        2,500      CSX Corp.                                            59,688
                                                                    ----------
                   TRANSPORT SERVICES:            2.87%
        3,800      Fedex Corp.*                                        153,330
                                                                    ----------

                   TOTAL INVESTMENTS:
                   (Cost: $4,973,475)**                    96.86%   $5,179,214
                   Other assets, net                        3.14%      167,909
                                                          ------    ----------
                   NET ASSETS                             100.00%   $5,346,975
                                                          ======    ==========

*Non-income producing
**Cost for Federal income tax purpose is $4,973,475 and net unrealized
appreciation consists of:


                   Gross unrealized appreciation                 $677,214
                   Gross unrealized depreciation                 (471,623)
                                                                 --------
                   Net unrealized appreciation                   $205,591
                                                                 ========

See Notes to Financial Statements

<PAGE>

THE NEW MARKET FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2000

ASSETS
Investments at value (identified cost of $4,973,475 )
 (Notes 1 & 3)                                                      $5,179,066
Cash                                                                   136,234

Receivables:
      Dividends                                    $ 3,988
      Interest                                       2,189
      Capital stock sold                             5,204
                                                   -------
                                                                        11,381
Deferred organization costs (Note 1)                                    34,453
Prepaid expenses                                                           802
                                                                    ----------
        TOTAL ASSETS                                                 5,361,936
                                                                    ----------
LIABILITIES
Accrued expenses                                                        14,961
                                                                    ----------
NET ASSETS                                                          $5,346,975
                                                                    ==========
   NET ASSET VALUE AND REDEMPTION
      PRICE PER SHARE ($5,346,975/456,593 shares outstanding)       $    11.71
                                                                    ==========
   MAXIMUM OFFERING PRICE PER SHARE ($11.71 x 100 / 97.25)         $     12.04
                                                                    ==========

   At August 31, 2000 there were 50,000,000 shares of $.01
    par value stock authorized and components of net assets are:
   Paid in capital                                                  $5,182,285
   Net accumulated realized loss                                       (40,901)
   Net unrealized appreciation of investments                          205,591
                                                                    ----------
   Net Assets                                                       $5,346,975
                                                                    ==========

See Notes to Financial Statements

<PAGE>

THE NEW MARKET FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2000


INVESTMENT INCOME
      Dividend                                         $  58,879
      Interest                                            12,235
                                                       ---------
        Total income                                                   $71,114
                                                                    ----------
EXPENSES
      Investment advisory fees (Note 2)                   43,177
      Legal and audit fees                                11,782
      12b-1 fee (Note 2)                                  21,588
      Transfer agent fees (Note 2)                        13,139
      Recordkeeping and administrative services (Note 2)  15,000
      Custodian and accounting fees                       21,710
      Organization expense amortization                   10,768
      Shareholder servicing and reports (Note 2)           6,523
      Director fees                                        7,100
      Miscellaneous                                        8,908
                                                       ---------
        Total expenses                                                 159,695
      Management fee waiver and reimbursed expenses (Note 2)           (73,800)
                                                                    ----------
        Net expenses                                                    85,895
                                                                    ----------
      Net investment loss                                              (14,781)

REALIZED AND UNREALIZED GAIN ON
INVESTMENTS
   Net realized gain on investments                                     13,465
   Net increase in unrealized appreciation on investments               83,151
                                                                    ----------
   Net gain on investments                                              96,616
                                                                    ----------
   Net increase in net assets resulting from operations                $81,835
                                                                    ==========

See Notes to Financial Statements

<PAGE>

THE NEW MARKET FUND
STATEMENT OF CHANGES IN NET ASSETS


                                               Year ended         Period ended
OPERATIONS                                   August 31, 2000    August 31, 1999*
   Net investment loss                        $  (14,781)          $   (8,038)
   Net accumulated realized gain(loss)
    on investments                                13,465              (54,366)
   Change in unrealized appreciation of
    investments                                   83,151              122,440
                                              ----------           ----------
   Net increase in net assets resulting
    from operations                               81,835               60,036

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting
    from capital share transactions**          2,008,878            3,196,226
                                              ----------           ----------
   Net increase in net assets                  2,090,713            3,256,262
   Net assets at beginning of period           3,256,262                   --
                                              ----------           ----------
NET ASSETS at the end of the period           $5,346,975           $3,256,262
                                              ==========           ==========

*  Commencement of operations October 1, 1998
** A summary  of capital  share transactions follows:


                                Year ended                    Period ended
                              August 31, 2000               August 31, 1999*
                           -------------------            -------------------
                           Shares       Value           Shares         Value
                          --------    ---------        --------      ---------
Shares sold               207,581    $2,362,816         282,806     $3,245,359
Shares redeemed           (30,829)     (353,938)         (2,965)       (49,133)
                          -------    ----------         -------     ----------
Net increase              176,752    $2,008,878         279,841     $3,196,226
                          =======    ==========         =======     ==========

See Notes to Financial Statements

<PAGE>

THE NEW MARKET FUND
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT EACH PERIOD

                                              Year ended       Period ended
                                           August 31, 2000   August 31, 1999*
                                           ---------------   ----------------
Per Share Operating Performance
Net asset value, beginning of period          $  11.64       $  10.00
Income from investment operations-
   Net investment loss                           (0.03)         (0.03)
   Net realized and unrealized gain on
     investments                                  0.10           1.67
                                              --------       --------
Total from investment operations                  0.07           1.64
                                              --------       --------
Net asset value, end of period                $  11.71       $  11.64
                                              ========       ========

Total Return                                      0.60%         13.20%
Ratios/Supplemental Data
   Net assets, end of period (000's)          $  5,347       $  3,256
Ratio to average net assets (A)
   Expenses  (B)                                  1.99%          1.99%**
   Expense ratio - net (C)                        1.99%          1.99%**
   Net investment loss                           (0.34%)        (0.41%)**
Portfolio turnover rate                          32.86%          8.31%


* Commencement of operations October 1, 1998
** Annualized


(A)  Management fee waivers and reimbursements reduced the expense ratio and
increased net investment income ratio by 1.70% for the for the year ended
August 31,  2000 and 2.48% for period ended August 31, 1999.

(B) Expense ratio has been increased to include custodial fees which were offset
by custodian fee credits and before management fee waivers and reimbursements.

(C) Expense  ratio - net reflects the effect of the  management  fee waivers and
reimbursements and custodian fee credits  the fund received.

See Notes to Financial Statements

<PAGE>

THE NEW MARKET FUND
NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2000

NOTE 1--SIGNIFICANT ACCOUNTING POLICIES

      The New  Market  Fund (the  "Fund") is a series of The World  Funds,  Inc.
("TWF")  which is  registered  under  The  Investment  Company  Act of 1940,  as
amended,  as  a  non-diversified  open-end  management  company.  The  Fund  was
established  in June,  1998 as a series of TWF which has  allocated  to the Fund
50,000,000  shares of its  500,000,000  shares of $.01 par value  common  stock.
Initial  outside  investors  purchased  shares  of the  fund on June  30,  1998.
However, operations of the Fund did not commence until October 1, 1998.

      The  investment  objective of the Fund is to achieve  long-term  growth of
capital by investing  in a portfolio  composed of common  stocks and  securities
convertible into common stock, such as warrants,  convertible bonds,  debentures
or convertible preferred stock.

      The following is a summary of significant accounting policies consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

      A. Security  Valuation.  Investments  in  securities  traded on a national
securities  exchange or included in the NASDAQ National Market System are valued
at  the  last   reported   sales   price;   other   securities   traded  in  the
over-the-counter  market and listed  securities for which no sale is reported on
that date are valued at the last  reported bid price.  Money market  investments
with a remaining  maturity of sixty days or less are valued at  amortized  cost,
which approximates market value.

      B. Federal Income Taxes.  The Fund intends to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to its shareholders.
Therefore, no federal income tax provision is required.

      C.  Security  Transactions  and  Income.  As is  common  in the  industry,
security  transactions  are accounted for on the trade date.  Dividend income is
recorded  on the  ex-dividend  date.  Interest  income is recorded on an accrual
basis.

      D. Deferred  Organizational  Expenses. All of the expenses of TWF incurred
in connection with its  organization  and the public offering of its shares have
been assumed by the series funds of TWF. The organization  expenses allocable to
The New Market Fund are being amortized over a period of fifty-six (56) months.

      E. Distributions to Shareholders. Distributions from net investment income
and  realized  gains,  if any,  are  recorded on the  ex-dividend  date.  Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These  distribution  differences  primarily  result from  different
treatments of equalization and post-October capital losses.

      F. Accounting  Estimates.  In preparing financial statements in conformity
with generally accepted  accounting  principles,  management makes estimates and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 2 -- INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER

      Pursuant to an  Investment  Management  Agreement,  the Manager,  Virginia
Management  Investment  Corporation  ("VMIC"),  provides  investment  management
services for an annual fee of 1.0% of the average  daily net assets of the Fund.
VMIC has  contractually  agreed to waive its fees and reimburse the fund through
September  30,  2001 for  expenses in order to limit the  operating  expenses to
1.99% of average net assets.  For the year ended  August 31,  2000,  the manager
waived fees of $43,177 and reimbursed expenses of $16,000.

      The Advisor will be entitled to  reimbursement  of fees waived or remitted
by the Advisor to the Fund. The total amount of reimbursement recoverable by the
Advisor is the sum of all fees  previously  waived or remitted by the Advisor to
the  Fund  during  any  of the  previous  five  years,  less  any  reimbursement
previously  paid  by the  Fund  to the  Advisor  with  respect  to any  waivers,
reductions,  and  payments  made with  respect to the Fund.  The total amount of
recoverable reimbursements as of August 31, 2000 was $122,168.

      The Fund has adopted a plan  pursuant  to Rule 12b-1 under the  Investment
Company Act of 1940, as amended, whereby the Fund or VMIC may finance activities
which  are  primarily  intended  to  result  in the sale of the  Fund's  shares,
including, but not limited to, advertising, printing of prospectuses and reports
for  other  than  existing   shareholders,   preparation  and   distribution  of
advertising  materials  and  sales  literature,  and  payments  to  dealers  and
shareholder  servicing  agents who enter into  agreements with the Fund or VMIC.
The Fund or VMIC may incur such  distribution  expenses  at the rate of .50% per
annum on the Fund's  average net  assets.  For the year ended  August 31,  2000,
there were  $21,588 of  distribution  expenses  incurred of which  $14,623  were
waived by VMIC.

      As  provided  in  the  Administrative   Agreement,   the  Fund  reimbursed
Commonwealth  Shareholder  Services,  Inc. ("CSS"),  its  Administrative  Agent,
$15,890  for  providing  shareholder  services,  recordkeeping,   administrative
services and blue-sky filings. The Fund compensates CSS for blue-sky filings and
certain shareholder  servicing on an hourly rate basis. For other administrative
services,  CSS receives .20% of average daily net assets,  with a minimum fee of
$15,000.

      Wheat First Union is an affiliated  broker of the Fund.  Wheat First Union
received as commission $4,656 from the Fund in connection with the purchases and
sales of securities in the Fund's portfolio.

      Fund  Services,   Inc.  ("FSI")  is  the  Fund's  Transfer  and  Dividend
Disbursing  Agent.  FSI  received  $13,139 for its  services for the year ended
August 31, 2000.

      Certain  officers  and/or  directors of the Fund are also officers  and/or
directors of VMIC, CSS and FSI.

NOTE 3 --INVESTMENTS

      The cost of purchases and the proceeds from sales of securities other than
short-term notes for the year ended August 31, 2000,  aggregated  $3,373,761 and
$1,310,331, respectively.

<PAGE>

Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of The World Funds, Incorporated
Richmond, Virginia

We have audited the accompanying  statement of assets and liabilities of The New
Market  Fund,  a series of The World  Funds,  Inc.,  including  the  schedule of
portfolio  investments  as of August 31,  2000,  and the related  statements  of
operations  for the year then ended and the  statement  of changes in net assets
and financial  highlights  for the year then ended and for the period October 1,
1998  (commencement  of  operations)  through August 31, 1999.  These  financial
statements  and  financial  highlights  are  the  responsibility  of the  Fund's
management.  Our  responsibility  is to express  an  opinion on these  financial
statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 2000 by  correspondence  with the  custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of The
New Market Fund as of August 31,  2000,  the results of its  operations  for the
year then ended, the changes in its net assets and the financial  highlights for
the year then ended and for the period  October 1, 1998 through August 31, 1999,
in conformity with generally accepted accounting principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000

<PAGE>

Investment Adviser:

Virginia Management Investment Corporation
7800 Rockfalls Drive
Richmond, Virginia 23225

Distributor:

First Dominion Capital Corp.
1500 Forest Avenue
Suite 223
Richmond, Virginia 23229

Independent Auditors:

Tait, Weller and Baker
Eight Penn Center Plaza
Suite 800
Philadelphia, Pennsylvania 19103

Transfer Agent:

For account information,  wire purchase or redemptions, call or write to The New
Market Fund's Transfer Agent:

Fund Services, Inc.
Post Office Box 26305
Richmond, Virginia 23260
(800) 628-4077 Toll Free

More Information:

For 24 hour, 7 days a week price information,  and for information on any series
of The World Funds, Inc., investment plans, and other shareholder services, call
Commonwealth Shareholder Services at (800) 527-9525 Toll Free.


<PAGE>

Annual Report to Shareholders

THIRD MILLENIUM RUSSIA FUND


A Series of
The World Funds, Inc.
A "Series"Investment Company

For the Year Ended
August 31, 2000


<PAGE>


TO OUR SHAREHOLDERS:                      September  2000


                Year End Report: RUSSIAN EQUITIES --
           STELLAR PERFORMANCE; STILL SHAKY FOUNDATION.


      Your Fund this past year has performed in the top 10% of Emerging  Markets
Funds and we anticipate continued superior year-on-year performance. One week in
August 2000, we were America's  single best performing  mutual fund and one week
in  August  1999 we  were  the  country's  second  worst  performer...Volatility
continues to denote the Russian stock market which is almost  entirely driven by
foreign investors.

      Reading the daily press, of course,  one is struck by Russia's  continuing
troubles: a nuclear sub disaster, a fire disabling Moscow's main TV transmission
tower....it seems each week there is more bad news.

      On the economic front, though, real progress is also evident. Inflation is
lower than feared,  foreign currency  reserves (about $20 billion) have built up
smartly  and the  Government  enjoys a  substantial  trade  surplus  (almost $50
billion  over the past year) and even a budget  surplus,  such that IMF  support
becomes  problematic.  The ruble has  strengthened as a result.  The debt burden
assumed from Soviet days now seems  serviceable.  (One wonders if those  critics
who argue that we can  unilaterally  alter the ABM Treaty since it was concluded
with a now-defunct  nation,  the USSR, also would concede that foreign debt from
that era should be forgiven.)

      GDP is growing in the 7% range.  Outstanding.  From a low base though. And
the current  economic  strength is, of course,  built upon a  $35-a-barrell  oil
price and the still beneficial effects of the dramatic ruble devaluation whereby
domestic producers are able to import  substitute.  The real question is whether
thousands of  enterprises  can become really  profitable,  supporting an ongoing
Growth Economy, coming out of these temporary conditions....The verdict is still
out on prospects for the overall economy long term.

YOUR COMPANIES.  As you know, our  diversification  philosophy is limited to the
most liquid,  market-leading,  audited  companies which show an understanding of
the role of public  shareholders.  For the year ended August,  1999,  except for
taking a profit on Sun Brewing  after its merger with  Interbrew  as a result of
which its price  doubled  and it became too high a  percentage  of the Fund,  we
followed a Buy & Hold approach.

      Telecoms (about 25% of the Fund).  This past year presented a more complex
situation.  Early in 2000 both Rostelecom and Golden Telecom enjoyed substantial
price run ups,  it seemed  based upon  false  assessments  of each's  "internet"
strategy.  We took profits here since we did not share any thought of Rostelecom
having an internet  strategy at all and felt that  perception was overplayed for
Golden Telecom. We have since returned to both stocks at lower price levels.

      MTS, Russia's leading cell phone company,  half owned by Deutsche Telecom,
had a  strong  IPO and we have  enjoyed  the  ride up  since;  choosing  it over
Vimpelcom  where we took a profit due to its relative  lack of  fundamental  and
market performance.

      Russia telecoms in general have under performed among emerging markets. We
did move into a few regional telecoms,  a tactic that has not as yet been proven
out.

      Oils (about  30%).  The Fund is heavy in oil stocks,  a strategy  that has
worked  well  this  past  year.  Even  here,   though,   we  took  a  profit  in
Surgutneftegas   which   undertook  a   reorganization   disadvantaging   public
shareholders  and the  company  did not  care to  explain  otherwise.  A  strong
performer, Surgutneftegas is once again on our list. LUKOIL and Tatneft both had
very  strong  years.  LUKOIL is Russia's  truly world class  company and Tatneft
enjoyed a $450 million net income for the first half of 2000, a nearly five-fold
increase over the same period in 1999....In the related  pipeline  manufacturing
business, Severstal had a strong year.

      Utilities  (about 20%). Our largest  holding overall is the national power
grid and  electricity  wholesaler,  RAO UES,  which has had a  dramatic  year of
public   confrontation  with  its  foreign   shareholders,   although  we  stuck
throughout.  It well poses the overall dilemma in Russia: when first privatized,
the Russian  utility  sector (and  telecoms  too, for that matter)  looked to be
ideal from a capital markets perspective:  about 40 financiable-sized  companies
with the UES overlay.  But then the Russian economy,  in effect, went through an
orderly liquidation  throughout the 1990s, and these entities became so small in
dollar terms as to be unable to attract capital, each on its own.

      Unfortunately,  the strategy developed by UES' management to "rationalize"
its holdings (ranging from 20% - 60%) in these local utilities  appeared,  quite
rightly, to UES shareholders to constitute  giveaways of company assets.  Hence,
the protests. UES have revised its strategy, but the problem remains.

      Other sectors  (about 25%).  We lost courage in retail.  Despite very fine
fundamentals for the Central Department Store chain (12% of retail in the Moscow
region),  which enjoyed a 40%  year-on-year  increase in net earnings,  due to a
complete lack of investor  interest in TsUM - keep in mind that Russians are not
as yet  themselves  investing  in  their  own  stock  market  - we sold  out our
position. Aeroflot should do better given its strong fundamentals,  now that the
scandal, which turned out to be unfounded,  over diversion of its funds has been
resolved and it has retained Chase Bank as its lock-box.  GAZ autos continues to
under-perform. However, Norilsk Nickel had a good year and Sun Brewing continues
its excellent performance.

PUTIN ADMINSTRATION.   Anchoring all of this of course, has been the
surprisingly strong performance by Russia's new President, Vladimir Putin.
Looks like Boris Yeltsin knew best after all.

      The  markets  did not  anticipate  that he would  be able to push  through
administrative  and tax  reforms  to the  extent he has.  The new,  lower  taxes
reinforce the excellent collections the Government is now experiencing. (Much of
the  maneuvering  with the  so-called  Oligarchs is aimed at their  becoming tax
payers too.)

      Earlier many of us welcomed  the  governmental  de-centralization  brought
about under President Yeltsin and it certainly worked wonders in Samara,  Nizhny
Novgorod and other  regions.  Unfortunately,  though,  in too many regions,  the
governors stripped assets in true oligarch fashion and local enterprises focused
on seeking rents from the regional governments,  not on becoming profitable.  At
this  time,   Russian  national  interest  seems  upheld  in  President  Putin's
re-centralization  moves. The Government does have an important regulatory role;
and an as yet  unrealized  goal  of  getting  Russia's  game  players  to play a
different game: making a profit.

      Our bet is that President  Vladimir Putin's State of the State message,  a
paean to free markets and the benefits of competition  and economic  growth,  as
well as building on the progress already made in the political system in Russia,
will be implemented  to a surprising  extent....We'll  see. In the meantime,  as
mentioned,  we believe you will  continue  to enjoy  superior  returns  from the
companies selected for your Fund. Thank you for your continuing support.

                               John T. Connor, Jr.
                                Portfolio Manager
                               Third Millennium Russia Fund


<PAGE>


COMPARISON OF $10,000 INVESTMENT IN
THIRD MILLENNIUM RUSSIA FUND VS. THE MOSCOW TIMES INDEX

[begin graph]

Date            Third Millennium          The Moscow
                Russia Fund               Times Index

10/1/98           $10,000             $10,000
8/31/99           $14,170             $30,507
8/31/00           $26,970             $72,681

Past performance is not predictive of future performance.

[end graph]

-------------------------------------------------------------------------------
      Average Annual Total Return for Period Ended August 31, 2000
                1 Year              Since Inception
                90.33%                 67.63%
-------------------------------------------------------------------------------

-------------------------------------------------------------------------------
The Moscow  Times  Index is an  unmanaged  Index of the 50 most  liquid and most
highly capitalized Russian Stocks.

The Index  performance in Russia and actual  performance can vary widely because
of  illiquidity  and the wide spreads in stock  trading.  The Moscow Times Index
does not take this factor into consideration.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
-------------------------------------------------------------------------------

<PAGE>

THIRD MILLENNIUM RUSSIA FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000

   Number
     of                                                                 Market
   Shares    Security Description                                        Value
-----------  --------------------                                   ----------
             COMMON STOCK:                                  95.55%

             AIRLINES/TRANSPORATION:                         1.11%
   157,000   Aeroflot                                               $   31,949
                                                                    ----------
             BEVERAGES:                                      1.48%
     8,690   Sun Breweries GDR*                                         24,984
     8,690   Sun Interbrew Ltd GDR*                                     17,380
                                                                    ----------
                                                                        42,364
                                                                    ----------
             NATURAL RESOURCES:                              5.22%
    15,000   Norilsk Nickel                                            150,000
                                                                    ----------
             OIL:                                           30.74%
     3,570   Lukoil Oil Co Sponsored ADR                               232,050
     8,200   Oil Co. Lukoil Sp ADR F/PFD SHS                           194,750
    10,000   Surgutneftegaz Sponsored ADR*                             193,750
    20,000   Tatneft Sponsored ADR                                     262,000
                                                                    ----------
                                                                       882,550
                                                                    ----------
             STEEL:                                          6.35%
     8,000   Severstal                                                 182,400
                                                                    ----------
             RETAIL:                                         4.02%
     3,500   Gaz Auto Plant                                            115,500
                                                                    ----------
             TELECOMMUNICATIONS:                            26.57%
     2,700   Chelyabinsksvyazinform                                     76,950
     4,400   Golden Telecom Inc                                        135,300
   100,000   Irkutskelectrosvyaz                                        57,000
     4,800   Mobile Telesystems Sponsored ADR                          141,000
    17,000   Nizhnovsvyazinform Sponsored ADR*                          56,100
     5,000   Rostelecom Long Distance & International Telecom ADR*      71,875
     1,300   Samarasvyazinform                                          65,000
    20,000   Tyumentelecom Sponsored ADR*                               25,000
    37,000   Uralsvyasinform Sponsored ADR*                            134,680
                                                                    ----------
                                                                       762,905
                                                                    ----------
             UTILITIES:                                     20.06%
    23,520   AO Mosenergo Sponsored ADR                                105,840
    21,550   Irkutskenergo AO Sponsored ADR                             99,669
       100   Moscow Oblast Electosvy*                                   22,500
    19,990   RAO Unified Energy System ADR                             337,331
    10,000   Rostovenergo Sponsored ADR*                                10,500
                                                                    ----------
                                                                       575,840
                                                                    ----------
             TOTAL INVESTMENTS:
             (Cost: $1,743,501)**                           95.55%   2,743,508
             Other assets, net                               4.45%     127,884
                                                           ------   ----------
             NET ASSETS                                    100.00%  $2,871,392
                                                           ======   ==========
*    Non-income producing
**  Cost for Federal income tax purpose is $1,743,501 and net unrealized
appreciation consists of:


             Gross unrealized appreciation                   $1,090,158
             Gross unrealized depreciation                      (90,151)
                                                             ----------
             Net unrealized appreciation                     $1,000,007
                                                             ==========

ADR--Security  represented is held by the custodian bank in the form of American
Depositary Receipts.  GDR--Security represented is held by the custodian bank in
the form of Global Depositary Receipts.

See Notes to Financial Statements

<PAGE>

THIRD MILLENNIUM RUSSIA FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2000

ASSETS
   Investments at value (identified cost of $1,743,501)
    (Notes 1 & 3)                                                   $2,743,508
   Cash                                                                  1,190
                                                                    ----------
   Receivables:
      Dividends receivable                                 12,661
      Capital stock sold                                   31,009
      Due from investment advisor (Note 2)                 34,072
                                                       ----------
                                                                        77,742
   Deferred organization costs (Note 1)                                 56,054
   Other assets                                                          3,674
                                                                    ----------
          TOTAL ASSETS                                               2,882,168
                                                                    ----------
LIABILITIES
   Accrued expenses                                                     10,776
                                                                    ----------
          TOTAL LIABILITIES                                             10,776
                                                                    ----------
NET ASSETS                                                          $2,871,392
                                                                    ==========
   NET ASSET VALUE, OFFERING AND REDEMPTION PRICE
    PER SHARE ($2,871,392 / 108,896 shares outstanding)             $    26.37
                                                                    ==========
   At August 31, 2000 there were 50,000,000 shares
    of $.01 par value stock authorized and components
    of net assets are:

      Paid in capital                                               $1,417,583
      Net accumulated realized gain on investments                     453,802
      Net unrealized appreciation of investments                     1,000,007
                                                                    ----------
      Net assets                                                    $2,871,392
                                                                    ==========

See Notes to Financial Statements

<PAGE>

THIRD MILLENNIUM RUSSIA FUND
STATEMENT OF OPERATIONS

YEAR ENDED AUGUST 31, 2000

 INVESTMENT INCOME
       Dividend                                         $11,069
       Interest                                           6,675
                                                        -------
         Total income                                               $   17,744
                                                                    ----------
EXPENSES
      Investment advisory fees (Note 2)                  39,287
      12b-1 fees (Note 2)                                 5,612
      Custodian and accounting fees                      59,563
      Legal and audit fees                               16,001
      Registration fees                                  14,408
      Organization expense amortization                  18,230
      Recordkeeping and administrative services (Note 2) 14,918
      Transfer agent fees (Note 2)                       10,222
      Shareholder servicing and reports (Note 2)         10,358
      Director fees                                       8,300
      Miscellaneous                                       1,740
                                                        -------
        Total expenses                                                 198,639

      Management fee waiver and expense reimbursements (Note 2)       (128,971)
      Custody credits (Note 3)                                          (7,962)
                                                                    ----------
      Expenses, net                                                     61,706
                                                                    ----------
      Net investment loss                                              (43,962)
                                                                    ----------
REALIZED AND UNREALIZED GAIN ON INVESTMENTS
   Net realized gain on investments                                    501,312
   Net increase in unrealized appreciation on investments              765,733
   Net gain on investments                                           1,267,045
                                                                    ----------
   Net increase in net assets resulting from operations             $1,223,083
                                                                    ==========

See Notes to Financial Statements

<PAGE>

THIRD MILLENNIUM RUSSIA FUND
STATEMENT OF CHANGES IN NET ASSETS

                                             Year ended        Period ended
                                           August 31, 2000   August 31, 1999*
OPERATIONS                                 ---------------   ----------------
   Net investment loss                        $  943,962)      $  (14,827)
   Net realized gain on investments              501,312           43,564
   Unrealized appreciation of investments        765,733          234,274
                                              ----------       ----------
   Net increase in net assets resulting
    from operations                            1,223,083          263,011

DISTRIBUTION TO SHAREHOLDERS FROM
   Net realized gain from investment
    transactions ($0.33 and, $.-- per share,
    respectively)                                (32,285)              --

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting from
    capital share transactions**                 367,991        1,049,592
                                              ----------       ----------
   Net increase in net assets                  1,558,789        1,312,603
   Net assets at beginning of period           1,312,603               --
                                              ----------       ----------
NET ASSETS  at the end of the period          $2,871,392       $1,312,603
                                              ==========       ==========

** A summary of capital share transactions follows:
                                  Year ended             Period ended
                                August 31, 2000        August 31, 1999*
                              -------------------    --------------------
                               Shares     Value       Shares      Value
Shares sold                    62,592  $1,374,188    101,353   $1,172,886
Shares reinvested from
  Dividends                     2,237      31,959        --            --
Shares redeemed               (48,560) (1,038,156)   (8,726)     (123,294)
                               ------  ----------    ------    ----------
Net increase                   16,269  $  367,991    92,627    $1,049,592
                               ======  ==========    ======    ==========

* Commencement of operation was October 1, 1998

See Notes to Financial Statements

<PAGE>

THIRD MILLENNIUM RUSSIA FUND
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHTOUT EACH PERIOD


                                           Year ended       Period ended
                                         August 31, 2000   August 31, 1999*
                                         ---------------   ----------------
Per Share Operating Performance
Net asset value, beginning of period         $14.17           $10.00
                                             ------           ------
Income from investment operations-
   Net investment loss                        (0.40)           (0.16)
   Net realized and unrealized gain                             4.33
   Total from investment operations           12.53             4.17
                                             ------           ------
Less distributions-
   Distributions from net investment             --               --
   Distributions from realized gains          (0.33)              --
                                             ------           ------
   Total distributions                        (0.33)              --
                                             ------           ------
Net asset value, end of period               $26.37           $14.17
                                             ======           ======
Total Return                                  90.33%           41.70%
                                             ======           ======
Ratios/Supplemental Data
   Net assets, end of period (000's)         $2,871           $1,313
Ratio of expenses to average net assets
Ratio to average net assets (A)
   Expenses  (B)                               3.10%            2.75%**
   Expense ratio - net (C)                     2.75%            2.75%**
   Net investment loss                        (1.96%)          (2.08%)**
Portfolio turnover rate                       68.88%           14.43%


*    Commencement of operations was October 1, 1998
**  Annualized

(A) Management fee waiver reduced the expense ratio and increased net investment
income ratio by 5.75% for the year ended August 31, 2000 and 13.18% for the
period ended August 31, 1999.

(B) Expense ratio has been increased to include custodial fees which were offset
by custodian fee credits and before management fee waivers.

(C) Expense  ratio - net reflects the effect of the  management  fee waivers and
custodian fee credits the fund received.

See Notes to Financial Statements

<PAGE>

THIRD MILLENNIUM RUSSIA FUND
NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2000

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

      The Third  Millennium  Russia  Fund (the  "Fund") is a series of The World
Funds,  Inc.  ("TWF") which is registered  under The  Investment  Company Act of
1940, as amended, as a non-diversified open-end management company. The Fund was
established  in June,  1998 as a series of TWF which has  allocated  to the Fund
50,000,000  shares of its  500,000,000  shares of $.01 par value  common  stock.
Initial  outside  investors  purchased  shares  of the  Fund on June  29,  1998.
However,  investment  operations  of the Fund did not commence  until October 1,
1998. The following is a summary of significant accounting policies consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

      The  investment  objective  of the  Fund  is to seek  to  achieve  capital
appreciation by investing in a non-diversified portfolio consisting primarily of
equity securities (which includes securities convertible into equity securities,
such as warrants, convertible bonds, debentures or convertible preferred stock).

A.    Security  Valuation.  Investments  in  securities  traded  on a  national
securities exchange or included in the  NASDAQ  National  Market  System are
valued at the last  reported  sales price; other securities traded in the
over-the-counter market and listed securities for which no sale is  reported  on
that  date are  valued at the last  reported  bid price.  Russian securities are
also valued at the closing price on the principal exchange on which the security
is traded,  or at the last  reported bid price in the over-the-counter  market.
The Fund reserves the right to value securities at fair market value when events
occur prior to the close of the NYSE, and cause a change in value from the price
determined  as of the  close of the  Russian markets.

      Short-term debt  securities  (less than 60 days to maturity) are valued at
their fair  market  value using  amortized  cost  pricing  procedures  set,  and
determined to be fair, by the Board of Directors.  Other assets for which market
prices are not readily available are valued at their fair value as determined in
good faith under procedures set by the Board of Directors.

      ADR's,  EDR's  and  GDR's  will be  valued  at the  closing  price  of the
instrument last determined  prior to the valuation time unless TWF is aware of a
material  change  in  value.  Items for  which  such a value  cannot be  readily
determined  on any day will be valued  at the  closing  price of the  underlying
security adjusted for the exchange rate.

      B. Federal Income Taxes.  The Fund intends to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to its shareholders.
Therefore, no federal income tax provision is required.

      C.  Security  Transactions  and  Income.  As is  common  in the  industry,
security  transactions  are accounted for on the trade date.  Dividend income is
recorded  on the  ex-dividend  date.  Interest  income is recorded on an accrual
basis.

      D.  Deferred  Organizational  Expenses.  All of the  expenses  of the Fund
incurred in  connection  with its  organization  and the public  offering of its
shares have been assumed by the Fund. The organization expenses allocable to the
Fund are being amortized over a period of fifty-six (56) months.

      E. Distributions to Shareholders. Distributions from net investment income
and  realized  gains,  if any,  are  recorded on the  ex-dividend  date.  Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These  distribution  differences  primarily  result from  different
treatments of equalization and post-October capital losses.

      F. Accounting  Estimates.  In preparing financial statements in conformity
with generally accepted  accounting  principles,  management makes estimates and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 2 - INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS

      Pursuant  to  an  Investment  Advisory  Agreement,   the  Advisor,   Third
Millennium  Investment Advisors LLC ("TMIA") provides investment services for an
annual fee of 1.75% of the first $125 million of average daily net assets; 1.50%
on assets in excess of $125 million and not more than $250 million;  and,  1.25%
on assets over $250 million of average daily net assets of the Fund.

      The Advisor will be entitled to  reimbursement  of fees waived or remitted
by the Advisor to the Fund. The total amount of reimbursement recoverable by the
Advisor is the sum of all fees  previously  waived or remitted by the Advisor to
the  Fund  during  any  of the  previous  five  years,  less  any  reimbursement
previously  paid  by the  Fund  to the  Advisor  with  respect  to any  waivers,
reductions,  and  payments  made with  respect to the Fund.  The total amount of
recoverable reimbursements as of August 31, 2000 was $222,829.

      TMIA has contractually agreed to waive its fees and reimburse the fund for
expenses  in order to limit  operating  expenses  to 2.75% of average net assets
through  September  30, 2001.  For the year ended  August 31, 2000,  the Advisor
waived fees of $39,287 and reimbursed expenses of $84,072.

      First  Dominion  Capital  Corp.  ("FDCC")  acts as the  Fund's  principal
underwriter in the continuous public offering of the Fund's shares.

      The Fund has adopted a Distribution  Plan (the "Plan") in accordance  with
Rule 12b-1 under the 1940 Act. The Plan provides that the Fund will pay a fee to
the  Distributor  at an annual  rate of 0.25% of the  Fund's  average  daily net
assets.  The  fee is paid  to the  Distributor  as  reimbursement  for  expenses
incurred for distribution-related  activity. For the year ended August 31, 2000,
the Distributor waived fees of $5,612.

      As  provided  in  the  Administrative   Agreement,   the  Fund  reimbursed
Commonwealth  Shareholder  Services,  Inc. ("CSS"),  its  Administrative  Agent,
$18,899  for  providing  shareholder  services,  recordkeeping,   administrative
services and blue-sky filings. The Fund compensates CSS for blue-sky filings and
certain shareholder  servicing on an hourly rate basis. For other administrative
services, CSS receives .20% of average daily net assets.

      Fund  Services,   Inc.  ("FSI")  is  the  Fund's  Transfer  and  Dividend
Disbursing  Agent.  FSI  received  $10,222 for its  services for the year ended
August 31, 2000.

      Certain  officers  and/or  directors of the Fund are also officers  and/or
directors of CSS and FSI.

NOTE 3 - INVESTMENTS/CUSTODY

      The cost of purchases  and proceeds  from sales of  securities  other than
short-term  notes for the year  ended  August  31,  2000,  were  $1,693,931  and
$1,360,736, respectively.

      The  custodian  has  provided  credits  in the  amount of  $7,962  against
custodian and accounting charges based on credits on cash balances of the Fund.


<PAGE>


Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of TheWorld Funds, Incorporated
Richmond, Virginia

We have  audited the  accompanying  statement of assets and  liabilities  of the
Third Millennium Russia Fund, a series of The World Funds,  Inc.,  including the
schedule  of  portfolio  investments  as of August  31,  2000,  and the  related
statement of operations for the year then ended, and the statement of changes in
net assets and financial  highlights  for the year then ended and for the period
October 1, 1998  (commencement  of operations)  through  August 31, 1999.  These
financial  statements  and financial  highlights are the  responsibility  of the
Fund's  management.  Our  responsibility  is to  express  an  opinion  on  these
financial statements and financial highlights based on our audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatements. An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  Our  procedures  included  confirmation  of securities  owned as of
August 31, 2000 by  correspondence  with the  custodian.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Third  Millennium  Russia  Fund  as of  August  31,  2000,  the  results  of its
operations  for the year then  ended,  the  changes  in its net  assets  and the
financial  highlights for the year then ended and for the period October 1, 1998
through  August 31, 1999,  in  conformity  with  generally  accepted  accounting
principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000

<PAGE>

Investment Adviser:

Third Millennium Investments Advisors LLC
1185 Avenue of the Americas
New York, New York  10036

Distributor:

First Dominion Capital Corp.
1500 Forest Avenue
Suite 223
Richmond, Virginia 23229

Independent Auditors:

Tait, Weller and Baker
Eight Penn Center Plaza
Suite 800
Philadelphia, Pennsylvania 19103

Transfer Agent:

For account  information,  wire purchase or redemptions,  call or write to Third
Millennium Russia Fund's Transfer Agent:

Fund Services, Inc.
Post Office Box 26305
Richmond, Virginia 23260
(800) 628-4077 Toll Free

More Information:

For 24 hour, 7 days a week price information,  and for information on any series
of The World Funds, Inc., investment plans, and other shareholder services, call
Commonwealth Shareholder Services at
(800) 527-9525 Toll Free.


<PAGE>

Annual Report to Shareholders

GenomicsFund.com
investing in life(tm)

A Series of
The World Funds, Inc.
a "Series" Investment Company

For the Period Ended
August 31, 2000


<PAGE>


Dear Shareholder:

      Welcome,  and  thank  you for the  confidence  you've  shown in us by your
investment in GenomicsFund.com (GENEX).

      GENEX  had  quite a roller  coaster  ride in its  initial  six  months  of
operation.  We commenced  operations  on March 1, 2000,  just in time to see the
genomics  stocks  tumble after a strong late winter  run-up.  The Fund  declined
33.9% in the first month of operation.  The June quarter  (April- June) showed a
sharp rebound,  climbing 39.18%.  Your Fund was ranked #1 in performance by both
Lipper and  Morningstar  for that  period.  At our August  31st fiscal year end,
GENEX  shares  stood at $10.54.  Our roller  coaster  ride left us with a modest
increase of 5.4% at fiscal year end. During the same period the NASDAQ Composite
Average declined 10.4% while the S&P 500 Index advanced 11.1%.

      We're  optimistic  about the future of  genomics  in  general,  and in our
individual genomics stocks. The pace of genomic discoveries is accelerating, and
a multitude of genomic based pharmaceuticals and therapeutics are now proceeding
through clinical trials.  Investor interest in this field could heighten, as the
general  public becomes aware of the profound  effect  genomics will have on our
lives, and on the lives of generations to come.

      As of August 31, 2000 the Fund was 92.5%  invested  in a  portfolio  of 22
genomic  companies.  Total  assets of the Fund stood at  $28,821,857.  We had no
investments  outside the field.  Most of our holdings  have high levels of cash,
little or no debt, substantial intellectual property, and are considered leaders
in the genomics industry. We believe GENEX is quite strategically  positioned to
participate in this emerging market.

      In conclusion, we expect the roller coaster ride will continue. We'll have
our ups and we'll  certainly have our downs.  Hopefully,  at the end of the day,
the ups will  outweigh  the downs,  and be fully  reflected in the value of your
holdings.  We  are  keenly  aware  of  our  responsibilities,  and  are  working
diligently to achieve that goal.

      Thank you again for investing in  GenomicsFund.com,  the World's first and
(still the) only genomics mutual fund. You are truly a pioneer.


      Sincerely,


                Steven Newby, Chief Investment Officer


                Mebane Faber, Chief Technology Officer


P.S.  We will be adding some neat features to our website in the weeks ahead.
Please visit us often.

<PAGE>

COMPARISION OF $10,000 INVESTMENT IN
GENOMICSFUND.COM VS. NASDAQ COMPOSITE INDEX

[begin graph]

Date       GenomicsFund.com         NASDAQ Composite
                                    Index

3/1/00          $10,000             $10,000
8/31/00         $10,540             $ 8,792

Past performance is not predictive of future performance.

[end graph]

     --------------------------------------------------------
           Total Return for Period Ended August 31, 2000

                     Since Inception
                          5.40%
     --------------------------------------------------------

-------------------------------------------------------------------------------
The NASDAQ Composite Index is a broad-based capitalization-weighted index of all
NASDAQ National Market and SmallCap stocks.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
-------------------------------------------------------------------------------

<PAGE>

GENOMICSFUND.COM
SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000

  Number
    of                                                            Market
  Shares        Security Description                              Value
 -------        --------------------                              --------
                COMMON STOCKS:                 92.46%

                PHARMAGENOMICS:                45.16%
     9,800      Abgenix, Inc.*                                 $   736,685
    30,000      Corixa Corporation*                              1,535,625
    16,500      Human Genome Sciences, Inc.*                     2,754,468
    13,000      Hyseq, Inc.*                                       545,187
    25,500      Medarex, Inc.*                                   2,817,750
    20,700      Millennium Pharmaceuticals, Inc.*                2,962,687
    13,500      Protein Design Labs, Inc.*                       1,026,000
    19,100      Tularik, Inc.*                                     637,463
                                                               -----------
                                                                13,015,865
                                                               -----------
                BIOINFORMATICS:                13.91%
    24,000      Celera Genomics Group*                           2,602,500
     9,000      CuraGen Corporation*                               399,375
    41,000      Gene Logic, Inc.*                                1,007,063
                                                               -----------
                                                                 4,008,938
                                                               -----------
                ANALYSIS TECHNOLOGIES:         27.31%
    15,500      Affymetrix Inc.*                                 1,224,500
    14,500      Aurora Biosciences*                                991,437
    36,500      Diversa Corporation*                             1,040,250
    13,300      Dyax Corporation*                                  465,500
    16,000      Exelixis, Inc.*                                    720,000
    30,500      Lexicon Genetics Inc.*                           1,014,125
    18,000      Maxygen Inc.*                                      967,500
     8,000      PE Corp PE Biosystems                              787,000
    13,800      Visible Genetics Inc.*                             660,675
                                                               -----------
                                                                 7,870,987
                                                               -----------
                DELIVERY TECHNOLOGIES:         6.08%
    37,000      Cell Genesys, Inc.*                              1,140,063
    34,600      Transgene ADR*                                     614,150
                                                               -----------
                                                                 1,754,213
                                                               -----------
                TOTAL INVESTMENTS:
                (Cost: $21,253,833)**                 92.46%   $26,650,003
                Other assets, net                      7.54%     2,171,854
                                                     ------    -----------
                NET ASSETS                           100.00%   $28,821,857
                                                     ======    ===========

*Non-income producing
**Cost for Federal income tax purpose is $21,253,833 and net unrealized
appreciation consists of:


                Gross unrealized appreciation                  $ 6,036,856
                Gross unrealized depreciation                     (640,686)
                                                               -----------
                Net unrealized appreciation                    $ 5,396,170
                                                               ===========

ADR --- Security represented is held by the custodian bank in the form of
American Depositary Receipts

See Notes to Financial Statements


<PAGE>

GENOMICSFUND.COM
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2000

ASSETS
  Investments at value (identified cost of
   $21,253,833) (Notes 1 & 3)                                  $26,650,003
  Cash                                                             996,339

  Receivables:
        Dividends                             $      340
        Interest                                   7,500
        Capital stock sold                     1,964,208
                                              ----------
                                                                 1,972,048
  Other assets                                                      13,791
                                                               -----------
          TOTAL ASSETS                                          29,632,181
                                                               -----------
LIABILITIES
  Accrued 12b-1 fees                                                 4,069
  Accrued expenses                                                  14,693
  Securities purchased                                             791,562
                                                               -----------
        TOTAL LIABILITIES                                          810,324
                                                               -----------
NET ASSETS                                                     $28,821,857
                                                               ===========
     NET ASSET VALUE, OFFERING AND REDEMPTION
        PRICE PER SHARE ($28,821,857 / 2,734,324
        shares outstanding)                                         $10.54
                                                               ===========

     At August 31, 2000 there were 50,000,000 shares
      of $.01 par value stock authorized and components
      of net assets are:
     Paid in capital                                           $22,822,452
     Accumulated net realized gain                                 603,235
     Net unrealized appreciation of investments                  5,396,170
                                                               -----------
     Net Assets                                                $28,821,857
                                                               ===========

  See Notes to Financial Statements


<PAGE>

GENOMICSFUND.COM
STATEMENT OF OPERATIONS

PERIOD ENDED AUGUST 31, 2000*


INVESTMENT INCOME
      Interest                                           $ 7,500
      Dividend                                               638
                                                         -------
        Total income                                               $     8,138
                                                                   -----------
EXPENSES
      Investment advisory fees                            52,715
      12b-1 fee (Note 2)                                  13,179
      Custody and accounting fees                         20,600
      Recordkeeping and administrative services (Note 2)  10,543
      Registration fees                                    9,265
      Transfer agent fees (Note 2)                        15,427
      Shareholder servicing and reports (Note 2)          10,105
      Organization expense                                30,028
      Miscellaneous                                       15,122
                                                         -------
        Total expenses                                                 176,984
      Management fee waiver and reimbursed expenses                    (76,825)
                                                                   -----------
        Net expenses                                                   100,159
                                                                   -----------
      Net investment loss                                              (92,021)
                                                                   -----------

REALIZED AND UNREALIZED GAIN ON
   INVESTMENTS:
   Net realized gain on investments                                    695,256
   Net increase in unrealized appreciation                           5,396,170
                                                                   -----------
   Net gain on investments                                           6,091,426
                                                                   -----------
   Net increase in net assets resulting from operations             $5,999,405
                                                                   ===========

* Commencement of operation was March 1, 2000.

See Notes to Financial Statements


<PAGE>

GENOMICSFUND.COM
STATEMENT OF CHANGES IN NET ASSETS

                                                              Period ended
                                                             August 31, 2000*
                                                           --------------------
OPERATIONS
   Net investment loss                                             $   (92,021)
   Net realized gain on investments                                    695,256
   Change in unrealized appreciation  of investments                 5,396,170
                                                                   -----------
   Net increase in net assets resulting from operations              5,999,405

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting from capital share
      transactions**                                                22,822,452
                                                                   -----------
   Net increase in net assets                                       28,821,857
   Net assets at beginning of period                                        --
                                                                   -----------
NET ASSETS at the end of the period                                $28,821,857
                                                                   ===========

* Commencement of operation was March 1, 2000.

** A summary of capital share transactions follows:

                            Period ended
                          August 31, 2000*
                      ------------------------
                        Shares        Value
                      ----------   -----------
Shares sold           2,902,261    $24,336,092
Shares redeemed        (167,937)    (1,513,640)
                      ---------    -----------
Net increase          2,734,324    $22,822,452
                      =========    ===========

See Notes to Financial Statements


<PAGE>

GENOMICSFUND.COM
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD


                                                          Period ended
                                                        August 31, 2000*
                                                        ----------------
Per Share Operating Performance
Net asset value, beginning of period                         $ 10.00
Income from investment operations-
   Net investment loss                                         (0.03)
   Net realized and unrealized gain on investments              0.57
                                                             -------
   Total from investment operations                             0.54
                                                             -------
Net asset value, end of period                               $ 10.54
                                                             =======
Total Return                                                    5.40%
                                                             =======
Ratios/Supplemental Data
   Net assets, end of period                                 $28,822
Ratio to average net assets (A)
   Expenses  (B)                                                1.89%**
   Expense ratio - net (C)                                      1.89%**
   Net investment loss                                         (1.73%)**
Portfolio turnover rate                                        85.25%


* Commencement of operation was March 1, 2000.
** Annualized


(A)  Management  fee waivers and  reimbursements  reduced the expense  ratio and
increased  net  investment  income  ratio by 1.44% for the for the period  ended
August 31, 2000.

(B) Expense ratio has been increased to include custodial fees which were offset
by custodian fee credits and before management fee waivers and reimbursements.

(C) Expense  ratio - net reflects the effect of the  management  fee waivers and
reimbursements and custodian fee credits the Fund received.


See Notes to Financial Statements

<PAGE>

GENOMICSFUND.COM
NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2000

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

      The  GenomicsFund.com  (the "Fund") is a series of The World  Funds,  Inc.
("TWF")  which is  registered  under  The  Investment  Company  Act of 1940,  as
amended, as a diversified  open-end management company. The Fund was established
in March,  2000 as a series of TWF which has allocated to the Fund 50,000,000 of
its 500,000,000 shares of $.01 par value common stock.

      The objective of the Fund is to seek to achieve  capital  appreciation  by
investing  in  a  non-diversified   portfolio  consisting  primarily  of  equity
securities  of  companies  principally  engaged in genomics or  genomics-related
businesses.

      The following is a summary of significant accounting policies consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

      A. Security Valuation. Investments traded on stock exchanges are valued at
the last quoted sales price on the exchange on which the  securities  are traded
as of the close of business on the last day of the period or, lacking any sales,
at the last  available bid price.  In cases where  securities are traded on more
than one exchange,  the securities  are valued on the exchange  designated by or
under the authority of the Fund's Board of Directors.  Securities  traded in the
over-the-counter  market  are  valued at the last  available  sale  price in the
over-the-counter  market prior to time of valuation.  Temporary  investments  in
U.S.  dollar  denominated  short-term  investments are valued at amortized cost,
which approximates market.

           B.  Federal  Income  Taxes.  The  Fund  intends  to  comply  with the
requirements  of the Internal  Revenue Code  applicable to regulated  investment
companies  and to  distribute  all of its  taxable  income to its  shareholders.
Therefore, no federal income tax provision is required.

      C. Security  Transactions and Income.  Security transactions are accounted
for on the trade date. The cost of securities sold is determined  generally on a
first-in,  first-out  basis.  Dividends  are recorded on the  ex-dividend  date.
Interest income is recorded on an accrual basis.

      D. Distribution to Shareholders.  Distributions from investment income and
realized  gains,  if  any,  are  recorded  on  the  ex-dividend   date.   Income
distributions  and capital gain  distributions are determined in accordance with
income tax  regulations  which may differ  from  generally  accepted  accounting
principles.  These differences are primarily due to differing  reatments for net
operating losses and post-October capital.

      E. Use of Estimates.  In preparing financial statements in conformity with
generally  accepted  accounting  principles,   management  makes  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

      F. Organizational  Expenses.  All of the expenses of the Fund incurred in
connection  with its  organization  and the public  offering of its shares have
been assumed and expensed by the Fund.

NOTE 2-INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER

      Pursuant to an Investment  Advisory  Agreement,  the Advisor,  xGENx,  LLC
provides  investment  services  for an  annual  fee of 1.00% on the  first  $250
million average daily net assets of the Fund; 0.875% on average daily net assets
of the Fund in excess of $250 million and not more than $500 million; and, 0.75%
on  average  daily net  assets of the Fund over $500  million.  Pursuant  to the
agreement, the Advisor has agreed to waive or limit its fees and to assume other
expenses  for the first  three  years of  operations  so that the  total  annual
operating  expenses  for the Fund are  limited to 1.90%.  For the  period  ended
August 31, 2000, the Advisor  waived fees of $52,715 and reimbursed  expenses of
$15,000.

      The Advisor will be entitled to  reimbursement  of fees waived or remitted
by the Advisor to the Fund. The total amount of reimbursement recoverable by the
Advisor is the sum of all fees  previously  waived or remitted by the Advisor to
the  Fund  during  any  of the  previous  five  years,  less  any  reimbursement
previously  paid  by the  Fund  to the  Advisor  with  respect  to any  waivers,
reductions,  and  payments  made with  respect to the Fund.  The total amount of
recoverable reimbursements as of August 31, 2000 was $67,715.

      The Fund has adopted a plan  pursuant  to Rule 12b-1 under the  Investment
Company Act of 1940, as amended,  whereby the Fund may finance  activities which
are primarily  intended to result in the sale of the Fund's  shares,  including,
but not limited to, advertising,  printing of prospectuses and reports for other
than  existing   shareholders,   preparation  and  distribution  of  advertising
materials  and  sales  literature,  and  payments  to  dealers  and  shareholder
servicing  agents who enter into  agreements  with the Fund.  The Fund may incur
such distribution  expenses at the rate of 0.25% per annum on the Fund's average
net  assets.  For the period  ended  August  31,  2000,  there  were  $13,179 of
distribution expenses incurred by the Fund of which $9,110 were waived.

      As  provided  in  the  Administrative   Agreement,   the  Fund  reimbursed
Commonwealth  Shareholder  Services,  Inc. ("CSS"),  its  administrative  agent,
$19,569  for  providing  shareholder  services,  recordkeeping,   administrative
services and blue-sky filings. The Fund compensates CSS for blue-sky and certain
shareholder  servicing  on  an  hourly  rate  basis.  For  other  administrative
services,  CSS receives an annual fee of 0.20% on the first $250 million average
daily net assets of the Fund;  0.175% on  average  daily net assets in excess of
$250 million and not more than $500  million;  0.15% on average daily net assets
in excess of $500  million  and not more than $1  billion;  and 0.10% on average
daily net assets over $1 billion, with a minimum fee of $15,000.

      Fund  Services,   Inc.  ("FSI")  is  the  Fund's  Transfer  and  Dividend
Disbursing  Agent.  FSI received  $15,427 for its services for the period ended
August 31, 2000.

      Certain  officers  and/or  directors of the Fund are also officers  and/or
directors of xGENx, LLC, CSS, and FSI.

NOTE 3-INVESTMENTS

      The cost of purchases and the proceeds from sales of securities other than
short-term notes aggregated $30,679,402 and $10,120,825, respectively.

<PAGE>

Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of The World Funds, Incorporated
Richmond, Virginia

We have  audited the  accompanying  statement of assets and  liabilities  of the
GenomicsFund.com,  a series of The World Funds, Inc.,  including the schedule of
portfolio  investments  as of August 31,  2000,  and the  related  statement  of
operations,  changes in net assets and financial  highlights for the period then
ended.   These   financial   statements   and  financial   highlights   are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatements.  An audit includes examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation of securities  owned as of August 31, 2000 by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
GenomicsFund.com  as of August 31, 2000, the results of its operations,  changes
in its net assets and the  financial  highlights  for the period then ended,  in
conformity with generally accepted accounting principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000

<PAGE>

Investment Adviser:

  xGENx, LLC
    555 Quince Orchard Road
    Suite 610
    Gaithersburg, Maryland 20878

Distributor:

  First Dominion Capital Corp.
    1500 Forest Avenue
    Suite 223
    Richmond, Virginia  23229

Independent Auditors:

  Tait, Weller and Baker
    Eight Penn Center Plaza
    Suite 800
    Philadelphia, Pennsylvania 191-3

Transfer Agent:

For Account  information,  wire  purchase or  redemptions,  call or write to the
GenomicsFund.com Transfer Agent:

  Fund Services, Inc.
    Post Office Box 26305
    Richmond, Virginia  23260
    (800) 628-4077 Toll Free

More Information:

  For 24 hour,  7 days a week  price  information,  and for  information  on any
series  of the World  Funds,  Inc.,  investment  plans,  and  other  shareholder
services, call Commonwealth Shareholder Services at (800)527-9525 Toll Free.


877.433.GENE

<PAGE>

GLOBAL eFUND
A series of "The World Funds, Inc."

Annual Report to Shareholders

For the Period Ended
August 31, 2000


<PAGE>


Dear Shareholder:

For the fiscal year ended August 31st,  2000,  the Net Asset Value of the Global
e-Fund declined by 14.18% since its May 4th inception.  By comparison,  over the
same period the Bloomberg  European  Internet Index lost 14%, the Bloomberg Asia
Pacific  Internet  Index  declined  31.31% and The Goldman  Sachs Latin  America
Internet Index declined 43%.

Over the past few  months  we have  seen  volatility  in both the  domestic  and
international  technology and Internet  sectors.  Throughout this period we have
kept a fairly large cash  position  (currently  9.04%) making  relatively  small
purchases to take advantage of short-term  trends. The strategy and objective of
the fund remains,  investing in foreign companies that we feel will benefit from
Internet  growth  outside  the United  States.  With  representation  in over 20
countries  across the globe, we feel that we are well positioned for the future.
The majority of the fund's  investments are located in the developed  markets of
Europe,  Canada and Japan.  We have also made smaller  allocations to the higher
growth markets of China, India, Latin America and the Middle East.

We are keeping with our low turnover/tax  efficient strategy,  as we believe the
majority  of the  companies  in the fund  are  quality,  long-term  investments.
Additionally,  no one holding  represents more than 5% of the fund, keeping with
our diversification strategy.

Sincerely,

Michael Ward, CFA
Portfolio Manager
The Global e-Fund


<PAGE>


COMPARISON OF $10,000 INVESTMENT IN
GLOBAL e-FUND VS. THE INTERNATIONAL ASSETS NET INDEX AND
THE NASDAQ COMPOSITE INDEX

[begin graph]

                             THE INTERNATIONAL         THE NASDAQ
Date       GLOBAL e-FUND     ASSETS NET INDEX          COMPOSITE INDEX

5/4/00        $10,000           $10,000                 $10,000
8/31/00       $ 8,110           $ 7,396                 $11,307

Past performance is not predictive of future  performance.  Performance  figures
include deduction of maximum applicable sales charge.

[end graph]

-------------------------------------------------------------
           Total Return for Period Ended August 31, 2000
                     Since Inception
                        -18.90%
-------------------------------------------------------------

-------------------------------------------------------------------------------
The  International  Assets Net Index was created to describe the progress of the
Internet  evolution  outside the United  States.  The Index measures the average
performance of 40 Internet companies  headquartered outside of the United States
with a minimum market capitalization of $500 million.  Included in the Index are
telecommunication  companies,  as  well as  companies  that  Integrate  physical
equipment and develop software and design web pages.

The NASDAQ Composite Index is a broad-based capitalization-weighted index of all
NASDAQ National Market and SmallCap stocks.

(The comparative Index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's Performance.)
-------------------------------------------------------------------------------
<PAGE>

                                  GLOBAL e-FUND
                        SCHEDULE OF PORTFOLIO INVESTMENTS
                                 AUGUST 31, 2000

  Number
    of                                                               Market
  Shares        Security Description                                 Value
----------- ------------------------------------------------------ ------------
             COMMON STOCKS:                              90.96%

             ARGENTINA:                                   3.32%
    10,000   El Sitio, Inc. (Internet)*                             $    41,250
    25,000   Impsat Corporation (Networking)*                           387,500
                                                                    -----------
                                                                        428,750
                                                                    -----------
             Australia:                                   1.12%
   100,000   Ecorp(Internet)*                                           144,882
                                                                    -----------
             Brazil:                                      1.25%
     7,400   Embratel Participacoes Sponsored ADR(Telecommunications)   161,875
                                                                    -----------
             Canada:                                      8.51%
     3,800   724 Solutions Incorporated (Internet)*                     176,937
     6,000   BCE Emergis, Inc. (Software)*                              366,835
     6,800   Nortel Networks Corporation (Networking)                   554,625
                                                                    -----------
                                                                      1,098,397
                                                                    -----------
             China:                                       1.62%
     5,900   China.Com Corp CL "A"(Internet)*                           103,987
     4,900   Sina.Com (Internet)*                                       105,350
                                                                    -----------
                                                                        209,337
                                                                    -----------
             Egypt:                                       0.20%
     1,000   Egyptian Mobile Phone (Mobile)*                             25,633
                                                                    -----------
             Finland:                                     2.67%
     3,000   Nokia ADR (Telecommunications)                             134,812
     6,200   Sonera Corp Sponsored ADR (Networking)                     209,637
                                                                    -----------
                                                                        344,449
                                                                    -----------
             France:                                      4.92%
    13,900   Integra (Internet)*                                        226,949
     5,000   Vivendi SA (Media)                                         408,181
                                                                    -----------
                                                                        635,130
                                                                    -----------
             Germany:                                    10.35%
     1,600   Adva AG Optical Network (Networking)*                      191,668
     5,000   Brokat Infosystems AG (Software)*                          530,192
     5,000   Intershop Communications (Internet)*                       454,767
     6,000   T Online International (Internet)*                         160,255
                                                                    -----------
                                                                      1,336,882
                                                                    -----------
             Great Britain:                              12.72%
     2,400   Autonomy Corporation PLC (Internet)*                       120,840
    60,000   Energis PLC (Telecommunications)*                          547,419
     8,000   Logica PLC (Software)                                      250,066
    23,000   Marconi Electronics Systems (Telecommunications)           407,678
     6,400   Psion PLC (Software)                                        81,692
    20,000   Scoot.Com PLC (Internet)*                                   36,915
    20,000   Telewest Communications PLC (Telecommunications)*           49,897
     3,600   Vodafone Group PLC ADR (Mobile)                            147,375
                                                                    -----------
                                                                      1,641,882
                                                                    -----------
             Hong Kong:                                   3.54%
     9,000   Asia Satellite Telecom ADR (Satellite)                     271,125
   100,000   Pacific Century Cyberworks (Internet)*                     185,917
                                                                    -----------
                                                                        457,042
                                                                    -----------
             India:                                       2.47%
     1,650   Infosys Technologies Sponsored ADR (Software)              257,426
     4,000   Satyam Infoway Ltd. (Internet)*                             61,000
                                                                    -----------
                                                                        318,426
                                                                    -----------
             Israel:                                      6.51%
     2,000   Audiocodes Ltd. (Telecommunications)*                      224,750
     5,000   Breezecom Limited (Telecommunications)*                    216,563
     1,070   Check Point Software Techs (Software)*                     156,019
    16,000   Orckit Communications Ltd. (Telecommunications)*           158,000
    11,000   Tioga Technologies Ltd. (Electronics/Equipment)*            85,938
                                                                    -----------
                                                                        841,270
                                                                    -----------
             Ireland:                                     1.78%
    14,000   Eircom PLC Euro Sponsored ADR (Telecommunications)         121,625
     4,000   Trintech Group PLC ADR (Software)*                         108,000
                                                                    -----------
                                                                        229,625
                                                                    -----------
             Japan:                                       6.06%
    10,000   NEC Corp. (Electronics/Equipment)                          285,969
     2,000   NTT Docomo Inc. Sponsored ADR (Mobile)                     272,000
     1,700   Softbank Corp. (Internet)                                  224,584
                                                                    -----------
                                                                        782,553
                                                                    -----------
             Korea:                                       1.98%
     5,000   Korea Elect Power Sponsored ADR/RP1/2 (Utilities)           84,375
     2,100   Korea Thrunet Company Ltd. "A" (Internet)*                  17,718
     6,000   SK Telecom Ltd. Sponsored ADR (Mobile)                     153,750
                                                                    -----------
                                                                        255,843
                                                                    -----------
             Mexico:                                      1.50%
     3,000   Grupo Telavisa GDR Rep 144A (Media)*                       194,250
                                                                    -----------
             Netherlands:                                 7.89%
    10,000   Equant N V Registered Shares (Networking)*                 384,375
     6,900   KPNQWEST NV (Telecommunications)*                          228,994
     4,500   StMicroelectronics NV NY SHS (Electronics/Equipment)       277,594
     5,300   United Pan Europe Com Sponsored ADR (Telecommunications)*  127,200
                                                                    -----------
                                                                      1,018,163
                                                                    -----------
             Philippines:                                 0.72%
     5,500   Philippine Long Dist Tel Sponsored ADR (Telecommunications) 92,812
                                                                    -----------
             Singapore:                                   2.90%
    41,600   Datacraft Asia Ltd. (Networking)*                          349,440
     1,700   Pacific Internet Ltd. (Internet)*                           24,862
                                                                    -----------
                                                                        374,302
                                                                    -----------
             Spain:                                       1.79%
     5,750   Terra Networks SA Sponsored ADR (Internet)*                230,719
                                                                    -----------
             Sweden:                                      7.14%
    17,200   Ericsson LM Tel Co ADR "B" (Telecommunications)            352,600
    23,500   Icon Medilab Int AB (Internet)*                            447,761
    10,000   Switchcore AB (Networking)                                 121,203
                                                                    -----------
                                                                        921,564
                                                                    -----------

             Total Investments:
             (Cost:  $13,075,252) **                     90.96%     $11,743,786
             Other assets, net                            9.04%       1,167,787
                                                        ------      -----------
             Net Assets                                 100.00%     $12,911,573
                                                        ======      ===========

*  Non-income producing
** Cost for Federal income tax purposes is $13,075,252 and net unrealized
depreciation consists of:

             Gross unrealized appreciation                $  702,883
             Gross unrealized depreciation                (2,034,349)
                                                          ----------
             Net unrealized depreciation                 ($1,331,466)
                                                          ==========

ADR--Security  represented is held by the custodian bank in the form of American
Depositary Receipts.

See Notes to Financial Statements

<PAGE>

GLOBAL e-FUND
SCHEDULE OF PORTFOLIO INVESTMENTS
AUGUST 31, 2000

Electronics/Equipment                        5.03%
Internet                                    21.41%
Media                                        4.67%
Mobile                                       4.64%
Networking                                  17.03%
Satellite                                    2.10%
Software                                    13.56%
Telecommunications                          21.87%
Utilities                                    0.65%
                                           ------
                                            90.96%
Other assets, net                            9.04%
                                           ------
Net Assets                                 100.00%
                                           ======

<PAGE>

GLOBAL e-FUND
STATEMENT OF ASSETS AND LIABILITIES

AUGUST 31, 2000

ASSETS
Investments at value (identified cost of $13,075,252) (Notes 1 & 3) $11,743,786
Cash                                                                  1,090,725

Receivables:
  Dividends                                      $  1,727
  Capital stock sold                              104,918
  Investments sold                                110,921
                                                 --------
                                                                        217,566
Other assets                                                             11,167
                                                                    -----------
  TOTAL ASSETS                                                       13,063,244
                                                                    -----------
LIABILITIES

Payables:
  Investments purchased                            90,825
  Capital stock redeemed                              869
  Investment management fees                       36,171
  12b-1 fees                                       18,095
                                                 --------
                                                                        145,960
Accrued expenses                                                          5,711
                                                                    -----------
  TOTAL LIABILITIES                                                     151,671
                                                                    -----------
NET ASSETS                                                          $12,911,573
                                                                    ===========
   NET ASSET VALUE AND REDEMPTION
      PRICE PER SHARE ($12,911,573/1,591,150 shares outstanding)    $      8.11
                                                                    ===========
   MAXIMUM OFFERING PRICE PER SHARE ($8.11 x 100/94.50)             $      8.58
                                                                    ===========

   At August 31, 2000 there were 50,000,000 shares of $.01 par
    value stock authorized and components of net assets are:
   Paid in capital                                                  $14,355,840
   Accumulated net realized loss on investment and foreign currency    (112,346)
   Net unrealized loss on investments and foreign currency
    transacttions                                                    (1,331,921)
                                                                    -----------
   Net Assets                                                       $12,911,573
                                                                    ===========

See Notes to Financial Statements

<PAGE>

GLOBAL e-FUND
STATEMENT OF OPERATIONS

PERIOD ENDED AUGUST 31, 2000*



INVESTMENT INCOME
      Dividend (net of foreign tax withheld of $66)                 $     3,582

EXPENSES
      Investment advisory fees (Note 2)                  $45,238
      12b-1 fee (Note 2)                                  18,095
      Transfer agent fees (Note 2)                         4,890
      Recordkeeping and administrative services (Note 2)   7,238
      Custodian and accounting fees                        9,796
      Organization expense                                41,099
      Shareholder servicing and reports (Note 2)           1,065
      Registration fees                                    9,101
      Miscellaneous                                        8,797
                                                         -------
        Total expenses                                                  145,319
      Management fee waiver (Note 2)                                     (9,067)
      Custody credits (Note 3)                                           (8,986)
                                                                      ---------
        Net expenses                                                    127,266
                                                                      ---------
      Net investment loss                                              (123,684)
                                                                      ---------
REALIZED AND UNREALIZED LOSS ON INVESTMENTS AND
   FOREIGN CURRENCIES
   Net realized loss on investments                                     (94,554)
   Net realized loss on foreign currency conversions                    (17,792)
   Change in unrealized loss on investments and foreign currencies   (1,331,921)
                                                                      ---------
   Net loss on investments                                           (1,444,267)
                                                                      ---------
   Net decrease in net assets resulting from operations             ($1,567,951)
                                                                     ==========

* Commencement of operations May 4, 2000.

See Notes to Financial Statements

<PAGE>

GLOBAL e-FUND

STATEMENT OF CHANGES IN NET ASSETS

                                                                 Period ended
                                                                August 31, 2000*
                                                                ----------------

OPERATIONS
   Net investment loss                                              $  (123,684)
   Net unrealized loss of investments and currencies                 (1,331,921)
   Net realized loss on investments and foreign currency transactions  (112,346)
                                                                     ----------
   Net decrease in net assets resulting from operations              (1,567,951)

CAPITAL SHARE TRANSACTIONS
   Net increase in net assets resulting from capital
    share transactions**                                             14,479,524
   Net increase in net assets                                        12,911,573
   Net assets at beginning of period                                         --
                                                                    -----------
NET ASSETS at end of period                                         $12,911,573
                                                                    ===========

* Commencement of operations May 4, 2000.
** A summary of capital share transactions follows:


                                  Period ended
                                August 31, 2000*
                           ----------------------------
                             Shares          Value
                           ----------    -----------
Shares sold                1,642,578     $14,881,043
Shares redeemed              (51,428)       (401,519)
                           ---------     -----------
Net increase               1,591,150     $14,479,524
                           =========     ===========

See Notes to Financial Statements

<PAGE>

GLOBAL e-FUND

FINANCIAL HIGHLIGHTS
FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD


                                                 Period ended
                                               August 31, 2000*
                                               ----------------
Per Share Operating Performance
Net asset value, beginning of period                $   9.45
Income from investment operations-
   Net investment loss                                 (0.08)
   Net realized and unrealized loss                    (1.26)
                                                    --------
Total from investment operations                       (1.34)
                                                    --------
Net asset value, end of period                      $   8.11
                                                    ========
Total Return                                          (14.18%)
                                                    ========
Ratios/Supplemental Data
   Net assets, end of period (000's)                 $12,912
Ratio to average net assets (A)
   Expenses  (B)                                        3.73%**
   Expense ratio - net (C)                              3.49%**
   Net investment loss                                 (3.39%)**
Portfolio turnover rate                                 6.23%


* Commencement of operations May 4, 2000.
** Annualized


(A) Management fee waiver reduced the expense ratio and increased net investment
income ratio by 0.25% for the for the period ended August 31, 2000.

(B) Expense ratio has been increased to include custodial fees which were offset
by custodian fee credits and before management fee waivers.

(C) Expense  ratio - net reflects the effect of the  management  fee waivers and
custodian fee credits the fund received.

See Notes to Financial Statements

<PAGE>


GLOBAL e-FUND
NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2000

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

      The Global e-Fund (the"Fund") is a series of The World Funds, Inc. ("TWF")
which is registered under The Investment  Company Act of 1940, as amended,  as a
diversified  open-end management company.  The Fund was established in May, 2000
as a series of TWF which has allocated to the Fund 50,000,000 of its 500,000,000
shares of $.01 par value common stock.

      The objective of the Fund is to achieve capital  appreciation by investing
in a  non-diversified  portfolio  consisting  of equity  securities,  securities
convertible into common stock and warrants of companies  principally  engaged in
Internet and Internet-related businesses.

      The following is a summary of significant accounting policies consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

      A. Security Valuation. Investments traded on stock exchanges are valued at
the last quoted sales price on the exchange on which the  securities  are traded
as of the close of business on the last day of the period or, lacking any sales,
at the last  available bid price.  In cases where  securities are traded on more
than one exchange,  the securities  are valued on the exchange  designated by or
under the authority of the Fund's Board of Directors.  Securities  traded in the
over-the-counter  market  are  valued at the last  available  sale  price in the
over-the-counter market prior to time of valuation.  Securities for which market
quotations  are not readily  available are valued on a consistent  basis at fair
value as  determined  in good  faith by or under  the  direction  of the  Fund's
officers in a manner  specifically  authorized  by the Board of Directors of the
Fund. Temporary  investments in U.S. dollar denominated  short-term  investments
are valued at amortized cost, which approximates  market.  Portfolio  securities
which are primarily  traded on foreign  exchanges  are  generally  valued at the
closing  price on the  exchange on which they are traded,  and those  values are
then translated into U.S.
dollars at the current exchange rate.

      B. Federal Income Taxes.  The Fund intends to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to its shareholders.  Therefore, no federal
income tax provision is required.

      C.  Security   Transactions  and  Dividends.   Security  transactions  are
accounted  for on the trade  date.  The cost of  securities  sold is  determined
generally  on a  first-in,  first-out  basis.  Dividends  are  recorded  on  the
ex-dividend date.

      D. Currency Translation. The market values of foreign securities, currency
holdings, other assets and liabilities initially expressed in foreign currencies
are recorded in the financial statements after translation to U.S. dollars based
on the  exchange  rates at the end of the period.  The cost of such  holdings is
determined using historical  exchange rates.  Income and expenses are translated
at  approximate  rates  prevailing  when accrued or incurred.  The Fund does not
isolate that portion of gains and losses on investments  which is due to changes
in foreign  exchange rates from that which is due to changes in market prices of
the  investments.  Such  fluctuations  are  included  with the net  realized and
unrealized gains and losses from  investments.  Foreign  securities and currency
transactions  may  involve  certain   considerations  and  risks  not  typically
associated with those of domestic origin.

      E. Distribution to Shareholders.  Distributions from net investment income
and  realized  gains,  if any,  are  recorded on the  ex-dividend  date.  Income
distributions  and capital gain  distributions are determined in accordance with
income  tax  regulations  that may differ  from  generally  accepted  accounting
principles.  These  differences  are primarily due to differing  treatments  for
foreign currency transactions, net operating losses and post-October capital and
currency losses.

      F. Organizational Expenses. All of the expenses of the Fund incurred in
connection with its organization and the public offering of its shares have
been assumed and expensed by the Fund.

      G. Use of Estimates.  In preparing financial statements in conformity with
generally  accepted  accounting  principles,   management  makes  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 2-INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER

      Pursuant to an Investment Advisory Agreement,  the Advisor,  Global Assets
Advisors, Inc.("GAA") provides investment services for an annual fee of 1.25% on
the first $500 million of average  daily net assets;  1.00% on average daily net
assets in  excess of $500  million  and not more than $1  billion;  and 0.75% on
average daily net assets of the Fund over $1 billion. Pursuant to the agreement,
the Advisor has agreed to waive or limit its fees and to assume  other  expenses
for the first three years following commencement of operations so that the total
annual  operating  expenses  for the Fund are  limited to 3.49%.  For the period
ended August 31, 2000, the Advisor waived fees of $9,067.
      The Advisor will be entitled to  reimbursement  of fees waived or remitted
by the Advisor to the Fund. The total amount of reimbursement recoverable by the
Advisor is the sum of all fees  previously  waived or remitted by the Advisor to
the Fund  during  any of the  previous  five (5) years,  less any  reimbursement
previously  paid  by the  Fund  to the  Advisor  with  respect  to any  waivers,
reductions  and  payments  made with  respect to the Fund.  The total  amount of
recoverable reimbursements as of August 31, 2000 was $9,067.

      The Fund has adopted a plan  pursuant  to Rule 12b-1 under the  Investment
Company Act of 1940, as amended,  whereby the Fund may finance  activities which
are primarily  intended to result in the sale of the Fund's  shares,  including,
but not limited to, advertising,  printing of prospectuses and reports for other
than  existing   shareholders,   preparation  and  distribution  of  advertising
materials  and  sales  literature,  and  payments  to  dealers  and  shareholder
servicing  agents who enter into  agreements  with the Fund . The Fund may incur
such  distribution  expenses at the rate of .50% per annum on the Fund's average
net  assets.  For the period  ended  August  31,  2000,  there  were  $18,095 of
distribution expenses incurred by the fund.

      As  provided  in  the  Administrative   Agreement,   the  Fund  reimbursed
Commonwealth  Shareholder  Services,  Inc. ("CSS"),  its  administrative  agent,
$8,054  for  providing  shareholder  services,   recordkeeping,   administrative
services and blue-sky filings. The Fund compensates CSS for blue-sky and certain
shareholder  servicing  on  an  hourly  rate  basis.  For  other  administrative
services, CSS receives 0.20% of average daily net assets.

      Fund Services, Inc. ("FSI") is the Fund's Transfer and Dividend
Disbursing Agent. FSI received $4,890 for its services for the period ending
August 31, 2000.

      Certain  officers  and/or  directors of the Fund are also officers  and/or
directors of GAA, CSS, and FSI.

NOTE 3-INVESTMENTS/CUSTODY

      Purchases and sales of securities  other than short-term  notes aggregated
$13,806,469 and $642,601, respectively.

      The  custodian  has  provided  credits  in the  amount of  $8,986  against
custodian and accounting charges based on credits on cash balances of the Fund.


<PAGE>


Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of The World Funds, Incorporated
Richmond, Virginia

We have  audited the  accompanying  statement of assets and  liabilities  of the
Global  e-Fund,  a series of The World Funds,  Inc.,  including  the schedule of
portfolio  investments  as of August 31,  2000,  and the  related  statement  of
operations,  changes in net assets and financial  highlights for the period then
ended.   These   financial   statements   and  financial   highlights   are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatements.  An audit includes examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation of securities  owned as of August 31, 2000 by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Global e-Fund as of August 31, 2000, the results of its  operations,  changes in
its net assets  and the  financial  highlights  for the period  then  ended,  in
conformity with generally accepted accounting principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000



<PAGE>


Investment Advisor:

      Global Assets Advisors, Inc
           250 Park Avenue South
           Suite 200
           Winter Park, Florida 32789

Distributor:

      International Assets Advisory Corp.
           250 Park Avenue South
           Suite 200
           Winter Park, Florida 32789

Independent Auditors:

      Tait, Weller and Baker
           Eight Penn Center Plaza
           Suite 800
           Philadelphia, Pennsylvania  19103

Transfer Agent:

For account  information,  wire  purchase or  redemptions,  call or write to the
Global e-Fund's Transfer Agent:

      Fund Services, Inc.
           Post Office Box 26305
           Richmond, Virginia 23260
           (800) 628-4077 Toll Free

More Information:

For 24 hours, 7 days a week price information, and for information on any series
of The World Funds, Inc., investment plans, and other shareholder services, call
Commonwealth Shareholder Services at (800) 527-9525 Toll Free.

<PAGE>

Monument
EuroNet Fund

Annual Report to Shareholders

For the Period Ended
August 31, 2000


<PAGE>


                          VERNES ASSET MANAGEMENT, LLC


Dear Shareholder:

Our great  thanks for your  investment  in the  Monument  EuroNet Fund this past
year. As you know,  we launched the Fund on July 1, 2000 with great  expectation
of what the  emergence  of the  European  Internet  sector  may  offer  our U.S.
investors.  To date, we have not been  disappointed.  As you know, with only two
months  investing,  we had  already  captured a 3.72%  return to close our first
fiscal  year.  These  gains  came even given that we  prudently  positioned  our
investments  slowly,  thus  preventing us from being fully invested until nearly
the end of this time period.

We continue to be very excited about the investment opportunities afforded us in
Europe. As many of you know, the Internet sector in both the U.S. and Europe has
made a severe reversal since the early part of this year. This means that assets
in this sector are  available  at very  reasonable  values,  thus  offering  the
investor excellent current buying opportunities.  In addition,  the value of the
Euro,  the new European  currency at which the majority of our  investments  are
priced, has reduced significantly against the U.S. Dollar. From its high of 1.22
Dollars to the Euro,  the Euro has fallen  sharply and is  currently  trading at
prices below 90 cents. This means that our U.S. investor's Dollar investment can
go much further now allowing them to buy cheaper assets with a stronger  Dollar.
This  combination   presents  an  excellent  buying  opportunity  for  all  U.S.
investors.

The longer  term-prospect  for our Fund  continues to be strong.  Quite a bit of
activity has taken place in the European  Internet  sector since we launched our
fund. M-Commerce, or Mobile-Commerce has taken significant strides recently with
significant  capital  invested in this area combined with some very exciting new
technological  developments.  Several landmark  alliances and mergers have taken
place  between  U.S. and European  companies,  as well as numerous  leading U.S.
Internet  companies  expanding  directly  into  Europe.  Similarly,  some  major
European  Internet  companies have taken  significant  strides  expanding  their
business  into  the U.S.  as well as  globally.  Clearly,  the  level of  recent
activity points to a burgeoning European Internet market in the future.

We are honored  that you have  allowed us to assist you in seeking  real capital
appreciation  for your investment  portfolio.  Our team in Paris and in the U.S.
continues to work diligently to identify excellent investment  opportunities for
you and our Fund.  We will  continue  to work on your  behalf to best serve your
investment goals and aspirations.

Again, our thanks for your faith and trust in our investment products.

Our best,


Brian W. Clarke
President


<PAGE>


MONUMENT EURONET FUND
CLASS A SHARES

[begin graph]

Date       Monument            Bloomberg European
           EuroNet Fund        Internet Index

7/3/00       $10,000             $10,000
8/31/00      $ 9,775             $11,177


Past performance is not predictive of future  performance.  Performance  figures
include deduction of maximum applicable sales charges.

[end graph]

---------------------------------------------
Total Return for Period Ended August 31, 2000
                Since Inception
                   -2.25%
---------------------------------------------

-------------------------------------------------------------------------------
The Bloomberg  European Internet Index is a  capitalization-weighted  index. The
index  is  comprised  of  European  Internet  companies  with a  minimum  market
capitalization of 100 million Euro.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
-------------------------------------------------------------------------------



<PAGE>



MONUMENT EURONET FUND
CLASS B SHARES

[begin graph]

Date       Monument            Bloomberg European
           EuroNet Fund        Internet Index

7/6/00       $10,000             $10,000
8/31/00      $ 9,903             $11,501


Past performance is not predictive of future  performance.  Performance  figures
include  deduction of maximum  applicable sales charges assuming all redemptions
at the end of the period.

[end graph]

---------------------------------------------
Total Return for Period Ended August 31, 2000
                Since Inception
                   -0.97%
---------------------------------------------

-------------------------------------------------------------------------------
The Bloomberg  European Internet Index is a  capitalization-weighted  index. The
index  is  comprised  of  European  Internet  companies  with a  minimum  market
capitalization of 100 million Euro.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
-------------------------------------------------------------------------------



<PAGE>



MONUMENT EURONET FUND
CLASS C SHARES

[begin graph]

Date       Monument            Bloomberg European
           EuroNet Fund        Internet Index

7/6/00       $10,000             $10,000
8/31/00      $10,157             $11,501


Past performance is not predictive of future  performance.  Performance  figures
include deduction of maximum applicable sales charges,  including deferred sales
charges assuming all redemptions at the end of the period.

[end graph]

---------------------------------------------
Total Return for Period Ended August 31, 2000
                Since Inception
                    1.57%
---------------------------------------------

-------------------------------------------------------------------------------
The Bloomberg  European Internet Index is a  capitalization-weighted  index. The
index  is  comprised  of  European  Internet  companies  with a  minimum  market
capitalization of 100 million Euro.

(The comparative index is not adjusted to reflect expenses that the SEC requires
to be reflected in the Fund's performance.)
-------------------------------------------------------------------------------



<PAGE>


MONUMENT EURONET FUND
              SCHEDULE OF PORTFOLIO INVESTMENTS
                       August 31, 2000

Number of                                                         Market
 Shares              Security Description                          Value

           Common Stock:                               66.61%

           Belgium:                                     0.99%
   4,000   Lernout & Hauspie* (Application Service Provider)  $       116,750
                                                              ---------------

           Denmark:                                     1.53%
  25,000   Euro909.com Sponsored ADR*                                 179,298
           (Services/Domain naming/Applications)              ---------------

           Finland:                                     4.35%
  22,000   F-Secure LTD* (Computer Data Security)                     158,126
   3,500   Nokia AB OYJ (Infrastructure)                              153,330
   6,000   Sonera OYJ (Infrastructure)                                200,186
                                                              ---------------
                                                                      511,642
                                                              ---------------

           France:                                     20.02%
   4,652   Aubay* (Services/Domain naming/Applications)               125,283
   4,000   Consodata SA* (Services/Domain naming/Applications)        188,118
   3,000   Europstat* (Web Design & Consulting)                        99,028
   3,200   FI Systems* (Web Design & Consulting)                      191,668
   1,989   GL Trade SA (E-Commerce)                                    96,189
   4,000   Groupe Ares (Services/Domain naming/Applications)          187,408
   7,000   IB Group.com* (Services/Domain naming/Applications)        149,013
  11,000   Infosources* (Internet Service Provider)                   158,126
   4,000   NetGem SA* (Services/Domain naming/Applications)           178,535
   5,000   NetValue* (Services/Domain naming/Applications)            103,776
   3,000   Team Partners Group* (Services/Domain naming/Applications) 159,457
   2,000   Thomson Multimedia* (Infrastructure)                       121,389
   8,000   Valtech* (Web Design & Consulting)                         169,661
   2,500   Vivendi SA (Services/Domain naming/Applications)           204,091
  12,000   Wanadoo* (Internet Service Provider)                       220,950
                                                              ---------------
                                                                    2,352,692
                                                              ---------------

           Germany:                                     8.82%
   2,000   Articon Integralis AG* (Computer Data Security)            169,484
   2,000   Brokat Infosystems AG* (Application Service Provider)      212,077
   2,500   Infineon Technologies AG* (Infrastructure)                 166,090
   1,750   Intershop Communications* (Application Service Provider)   159,168
   1,200   Pandatel AG* (Infrastructure)                              142,654
   7,000   Trintech Group PLC ADR* (Application Service Providider)   186,965
                                                              ---------------
                                                                    1,036,438
                                                              ---------------

           Great Britain:                               9.82%
  32,000   Baltimore Technologies PLC* (Computer Data Security)       411,710
  13,000   Cable & Wireless (Infrastructure)                          240,043
  10,000   Kewill Systems PLC* (Application Service Provider)         154,188
  40,000   Parthus Technologies PLC* (Application Service Provider)   186,244
  40,000   Vodafone Group PLC (Infrastructure)                        161,441
                                                              ---------------
                                                                    1,153,626
                                                              ---------------

           Italy:                                       1.22%
   3,500   Tiscali SPA* (Internet Service Provider)                   143,019
                                                              ---------------

           Netherlands:                                 1.42%
   5,000   KPNQwest NV Series C* (Infrastructure)                     167,265
                                                              ---------------

           Portugal:                                    106%
  12,000   Portugal Telecom SA (Infrastructure)                       124,797
                                                              ---------------

           Spain:                                       3.14%
  13,000   Amadeus Global Travel (E-Commerce)                         132,659
   5,000   Terra Networks* (Internet Service Provider)                235,148
   5,000   Terra Networks SA RP EXP 9/12/00*
            (Internet Service Provider)                                   665
                                                              ---------------
                                                                      368,472
                                                              ---------------

           Sweden:                                      3.92%
   8,000   Ericsson (LM) Tele Series B Free (Infrastructure)          161,321
  14,000   Framtidsfabriken AB* (Web Design/Consulting)               156,346
  20,000   Telia AB* (Internet Service Provider)                      142,902
                                                              ---------------
                                                                      460,569
                                                              ---------------

           United States:                              10.32%
   5,400   Agile Software Corporation* (Business to Business)         374,962
   4,000   America Online Inc. Del* (Internet Service Provider)       234,500
  11,500   Broadvision Inc* (Business to Business)                    396,750
   3,000   Cisco Systems Inc.* (Infrastructure)                       205,875
                                                              ---------------
                                                                    1,212,087
                                                              ---------------

           Total Investments:
           (Cost:  $7,460,291) **                      66.61% $     7,826,655
           Other assets, net                           33.39%       3,923,669
                                                   ---------- ---------------
           Net Assets                                 100.00% $    11,750,324
                                                   ========== ===============

*  Non-income producing
** Cost for Federal income tax purposes is $7,460,291 and net unrealized
appreciation consists of:

           Gross unrealized appreciation                             $735,573
           Gross unrealized depreciation                             (369,209)
                                                              ---------------
           Net unrealized appreciation                               $366,364
                                                              ===============

ADR--Security  represented is held by the custodian bank in the form of American
Depositary Receipts.

See Notes to Financial Statements

<PAGE>

Monument EuroNet Fund
August 31, 2000
INDUSTRY PERCENTAGE BASED ON NET ASSETS


Applications Service Provider           8.64%
Business to Business                    6.57%
Computer Data Security                  6.29%
E-Commerce                              1.95%
Infrastructure                         15.70%
Internet Service Provider               9.66%
Services/Domain naming/Application     12.55%
Web Design & Consulting                 5.25%
                                      ------
                                       66.61%
Other assets, net                      33.39%
                                      ------
Net assets                            100.00%
                                      ======

<PAGE>

MONUMENT EURONET FUND
Statement of Assets and Liabilities

August 31, 2000


ASSETS
 Investments at value (identified cost of $7,460,291) (Notes 1 & 3) $ 7,826,655
 Cash                                                                 4,696,651
 Receivables:
     Capital stock sold                            $ 235,773
     Investments sold                                510,416
     Due from investment advisor (Note 2)             36,081
                                                   ---------
                                                                        782,270
 Other assets                                                            28,068
                                                                    -----------
 TOTAL ASSETS                                                        13,333,644
                                                                    -----------


LIABILITIES
 Payables:
    Investments purchased                         1,512,942
    Capital stock redeemed                           45,521
    Investment management fees                        7,015
    12b-1 fees                                        5,044
                                                  ---------
                                                                      1,570,522
 Accrued expenses                                                        12,798
                                                                    -----------
 TOTAL LIABILITIES                                                    1,583,320
                                                                    -----------
 NET ASSETS                                                         $11,750,324
                                                                    ===========

Class A Shares
     Net assets (1,065,454 shares outstanding)                      $10,405,604
                                                                    ===========
Net Asset Value and Redemption Price per class A share
 ($10,405,604 / 1,065,454 shares outstanding)                       $      9.77
                                                                    ===========
Maximum Offering Price Per Share ($9.77 X 100 / 94.25)              $     10.37
                                                                    ===========

Class B Shares
     Net assets (118,285 shares outstanding)                        $ 1,158,845
                                                                    ===========
Net Asset Value and Offering Price per class B share
 ($1,158,845 / 118,285 shares outstanding)                          $      9.80
                                                                    ===========
Redemption Price Per Share ($9.80 X 0.95)                           $      9.31
                                                                    ===========

Class C Shares
     Net assets (19,046 shares outstanding)                         $   185,875
                                                                    ===========
Net Asset Value and Redemption* Price per class C share
 ($185,875 / 19,046 shares outstanding)                             $      9.76
                                                                    ===========
Maximum Offering Price Per Share ($9.76 X 100 / 99)                 $      9.86
                                                                    ===========
* A contingent deferred sales charge of 1% is imposed on shares redeemed within
one year.

At August  31,  2000,  there  were  50,000,000  shares  of $.01 par value  stock
authorized and the components of net assets are:

 Paid in capital                                                    $11,253,627
 Accumulated net realized gain on investment and
  foreign currency transaction                                          124,680
 Net unrealized gain on investments and foreign
  currency transactions                                                 372,017
                                                                    -----------
 Net Assets                                                         $11,750,324
                                                                    ===========

See Notes to Financial Statements

<PAGE>

Monument EuroNet Fund
Statement of Operations

For the period ended August 31, 2000*


INVESTMENT INCOME                                                   $        --
                                                                    -----------
EXPENSES
 Investment management fees (Note 2)                   $21,995
 12b-1 fee - Class A (Note 2)                            6,796
 12b-1 fee - Class B (Note 2)                              865
 12b-1 fee - Class C (Note 2)                              207
 Recordkeeping and administrative services (Note 2)      2,933
 Custodian and accounting fees (Note 3)                 11,452
 Shareholder servicing and reports (Note 2)                112
 Transfer agent fees                                    10,000
 Organization expense                                   23,408
 Filing and registration fees (Note 2)                   9,566
 Other                                                  12,379
                                                       -------
 Total expenses                                                          99,713
 Less expense reimbursements (Note 2)                                   (36,081)
 Less custodian credits (Note 3)                                        (11,452)
                                                                    -----------
 Expenses, net                                                           52,180
                                                                    -----------
 Net investment loss                                                    (52,180)
                                                                    -----------
REALIZED AND UNREALIZED GAIN (LOSS) ON INVESTMENTS
 AND FOREIGN CURRENCIES
    Net realized gain on investments                                    127,038
    Net realized loss on foreign currency conversions                    (2,359)
    Change in unrealized gain on investments and foreign currencies     372,018
                                                                    -----------
    Net gain on investments                                             496,697
                                                                    -----------
   Net increase in net assets resulting from operations             $   444,517
                                                                    ===========


*  Commencement  of operations  July 3, 2000 for Class A shares and July 6, 2000
for Class B & C shares.

See Notes to Financial Statements

<PAGE>

Monument EuroNet Fund

Statement of Changes in Net Assets

                                                               Period ended
                                                              August 31, 2000*
                                                              -----------------
OPERATIONS
  Net investment loss                                               $   (52,180)
  Net realized gain on investments and foreign currency transactions    124,679
  Net unrealized gain on investments and currencies                     372,018
                                                                    -----------
 Net increase in net assets resulting from operations                   444,517
                                                                    -----------

CAPITAL SHARE TRANSACTIONS
  Net increase in net assets resulting from capital share
      transactions**                                                 11,305,807
                                                                    -----------
 Net increase in net assets                                          11,750,324
 Net assets at beginning of period                                           --
                                                                    -----------
NET ASSETS at end of period                                         $11,750,324
                                                                    ===========


*  Commencement  of operations  July 3, 2000 for Class A shares and July 6, 2000
for Class B & C shares.

**A summary of capital share transactions follows:


                              For the period ended
                                August 31, 2000*
                           -------------------------
                             Shares          Value
                           ----------      ---------
Class A Shares
Shares sold                 1,095,848     $10,302,154
Shares redeemed               (30,394)       (281,214)
                            ---------     -----------
Net increase                1,065,454     $10,020,940
                            =========     ===========

Class B Shares
Shares sold                   123,081     $ 1,150,463
Shares redeemed                (4,796)        (44,415)
                            ---------     -----------
Net increase                  118,285     $ 1,106,048
                            =========     ===========

Class C Shares
Shares sold                    21,697     $   202,891
Shares redeemed                (2,651)        (24,072)
                            ---------     -----------
Net increase                   19,046     $   178,819
                            =========     ===========

*  Commencement  of operations  July 3, 2000 for Class A shares and July 6, 2000
for Class B & C shares.

See Notes to Financial Statements


<PAGE>


Monument EuroNet Fund
FINANCIAL HIGHLIGHTS

FOR A SHARE OUTSTANDING THROUGHOUT THE PERIOD
<TABLE>
<S>                                          <C>               <C>               <C>
                                         Class A Shares    Class B Shares    Class C Shares
                                        ----------------  ----------------  ----------------
                                          Period ended      Period ended      Period ended
                                         August 31, 2000*  August 31, 2000*  August 31, 2000*
                                         ----------------  ----------------  ----------------
Per Share Operating Performance
Net asset value, beginning of period        $  9.42           $  9.42            $  9.42
                                            -------           -------            -------
Income from investment operations-
   Net investment loss                        (0.04)            (0.04)             (0.04)
   Net realized and unrealized gain
    on investments                             0.39              0.41               0.38
                                            -------           -------            -------
Total from investment operations               0.35              0.38               0.34
                                            -------           -------            -------
Net asset value, end of period              $  9.77           $  9.80            $  9.76
                                            =======           =======            =======
Total Return                                   3.72%             4.03%              3.61%
                                            =======           =======            =======
Ratios/Supplemental Data
   Net assets, end of period (000's)        $10,406           $ 1,159            $   186
Ratio to average net assets (A)
   Expenses (B)                                4.24%**           4.74%**            4.74%**
   Expense ratio - net (C)                     3.47%**           3.97%**            3.97%**
   Net investment loss                        (3.47%)**         (3.97%)**          (3.97%)**
Portfolio turnover rate                        8.60%             8.60%              8.60%

</TABLE>

* Commencement of operations July 3, 2000 for Class A shares and July 6, 2000
for Class B & C shares.
** Annualized


(A) Management fee waiver reduced the expense ratio and increased net investment
income ratio by 2.42% for the period ended August 31, 2000.

(B) Expense ratio has been increased to include additional  custodian fees which
were offset by custodian fee credits.

(C) Expense ratio-net reflects the effect of the custodian fee credits the fund
received.

See Notes to Financial Statements
<PAGE>


MONUMENT EURONET FUND
NOTES TO THE FINANCIAL STATEMENTS

AUGUST 31, 2000

NOTE 1-SIGNIFICANT ACCOUNTING POLICIES

      The Monument EuroNet Fund (the"Fund") is a series of The World Funds, Inc.
("TWF")  which is  registered  under  The  Investment  Company  Act of 1940,  as
amended, as a diversified  open-end management company. The Fund was established
in July,  2000 as a series of TWF which has allocated to the Fund  50,000,000 of
its 500,000,000 shares of $.01 par value common stock. The Fund also has Class B
shares and Class C shares that have contingent deferred sales charges ("CDSC").

      The objective of the Fund is to achieve capital  appreciation by investing
in  a  diversified   portfolio  consisting  of  equity  securities,   securities
convertible into common stock and warrants of companies  principally  engaged in
Internet and Internet-related businesses.

      The following is a summary of significant accounting policies consistently
followed by the Fund.  The policies are in conformity  with  generally  accepted
accounting principles.

      A. Security Valuation. Investments traded on stock exchanges are valued at
the last quoted sales price on the exchange on which the  securities  are traded
as of the close of business on the last day of the period or, lacking any sales,
at the last  available bid price.  In cases where  securities are traded on more
than one exchange,  the securities  are valued on the exchange  designated by or
under the authority of the Fund's Board of Directors.  Securities  traded in the
over-the-counter  market  are  valued at the last  available  sale  price in the
over-the-counter market prior to time of valuation.  Securities for which market
quotations  are not readily  available are valued on a consistent  basis at fair
value as  determined  in good  faith by or under  the  direction  of the  Fund's
officers in a manner  specifically  authorized  by the Board of Directors of the
Fund. Temporary  investments in U.S. dollar denominated  short-term  investments
are valued at amortized cost, which approximates  market.  Portfolio  securities
which are primarily  traded on foreign  exchanges  are  generally  valued at the
closing  price on the  exchange on which they are traded,  and those  values are
then translated into U.S.
dollars at the current exchange rate.

      B. Federal Income Taxes.  The Fund intends to comply with the requirements
of the Internal Revenue Code applicable to regulated investment companies and to
distribute all of its taxable income to its shareholders.
Therefore, no federal income tax provision is required.

      C.  Security   Transactions  and  Dividends.   Security  transactions  are
accounted  for on the trade  date.  The cost of  securities  sold is  determined
generally  on a  first-in,  first-out  basis.  Dividends  are  recorded  on  the
ex-dividend date.

      D. Currency Translation. The market values of foreign securities, currency
holdings, other assets and liabilities initially expressed in foreign currencies
are recorded in the financial statements after translation to U.S. dollars based
on the  exchange  rates at the end of the period.  The cost of such  holdings is
determined using historical  exchange rates.  Income and expenses are translated
at  approximate  rates  prevailing  when accrued or incurred.  The Fund does not
isolate that portion of gains and losses on investments  which is due to changes
in foreign  exchange rates from that which is due to changes in market prices of
the  investments.  Such  fluctuations  are  included  with the net  realized and
unrealized gains and losses from  investments.  Foreign  securities and currency
transactions  may  involve  certain   considerations  and  risks  not  typically
associated with those of domestic origin.

      E. Distribution to Shareholders.  Distributions from net investment income
and  realized  gains,  if any,  are  recorded on the  ex-dividend  date.  Income
distributions  and capital gain  distributions are determined in accordance with
income  tax  regulations  that may differ  from  generally  accepted  accounting
principles.  These  differences  are primarily due to differing  treatments  for
foreign currency transactions, net operating losses and post-October capital and
currency losses.

      F. Organizational  Expenses.  All of the expenses of the Fund incurred in
connection  with its  organization  and the public  offering of its shares have
been assumed and expensed by the Fund.

      G. Use of Estimates.  In preparing financial statements in conformity with
generally  accepted  accounting  principles,   management  makes  estimates  and
assumptions  that affect the reported  amounts of assets and  liabilities at the
date of the financial  statements,  as well as the reported  amounts of revenues
and expenses during the reporting period. Actual results could differ from those
estimates.

NOTE 2-INVESTMENT MANAGEMENT AND DISTRIBUTION AGREEMENTS AND OTHER

      Pursuant to an Investment  Advisory Agreement,  the Advisor,  Vernes Asset
Management,  LLC ("VAM") provides investment services for an annual fee of 1.50%
on the first $250 million average daily net assets of the Fund; 1.25% on average
daily net  assets of the Fund in excess of $250  million  and not more than $500
million; 1.00% on average daily net assets of the Fund over $500 million and not
more than $750 million; 0.875% on average daily net assets of the Fund over $750
million  and $1 billion;  and 0.75% on the average  daily net assets of the Fund
over $1  billion.  The  Advisor  is  assisted  in its  management  of the Fund's
portfolio by two sub-advisors:  SA Financiere  Rembrandt and Monument  Advisors,
Ltd.  To  compensate  these  advisors,  VAM pays  from its fee to SA  Financiere
Rembrandt 50% of the management fee and Monument Advisors, Ltd. 16%

      Pursuant  to the  agreement,  the Advisor has agreed to waive or limit its
fees  and  to  assume  other  expenses  for  the  first  three  years  following
commencement of operations so that the ratio of total annual operating  expenses
for the Fund are limited to 3.49% for the Class A shares and 3.99% for the Class
B shares and Class C shares.  As of August 31,  2000,  the Fund was due  $36,081
from the Advisor.

      The Advisor will be entitled to  reimbursement  of fees waived or remitted
by the Advisor to the Fund. The total amount of reimbursement recoverable by the
Advisor is the sum of all fees  previously  waived or remitted by the Advisor to
the  Fund  during  any  of the  previous  five  years,  less  any  reimbursement
previously  paid  by the  Fund  to the  Advisor  with  respect  to any  waivers,
reductions,  and  payments  made with  respect to the Fund.  The total amount of
recoverable reimbursements as of August 31, 2000 was $36,081

      The Fund has adopted a plan  pursuant  to Rule 12b-1 under the  Investment
Company Act of 1940, as amended,  whereby the Fund may finance  activities which
are primarily  intended to result in the sale of the Fund's  shares,  including,
but not limited to, advertising,  printing of prospectuses and reports for other
than  existing   shareholders,   preparation  and  distribution  of  advertising
materials  and  sales  literature,  and  payments  to  dealers  and  shareholder
servicing  agents who enter into  agreements  with the Fund . The Fund may incur
such  distribution  expenses  up to the  rate of .50% per  annum  on the  Fund's
average net assets for its Class A shares and up to 1.00% for its Class B shares
and Class C shares.  For the period ended  August 31,  2000,  there were $6,795,
$865, and $207 of distribution  expenses  incurred for Class A, B, and C shares,
respectively.

      As  provided  in  the  Administrative   Agreement,   the  Fund  reimbursed
Commonwealth Shareholder Services, Inc. ("CSS"), its administrative agent $2,809
for providing shareholder services,  recordkeeping,  administrative services and
blue-sky filings.  The Fund compensates CSS for blue-sky and certain shareholder
servicing  on an hourly  rate  basis.  For other  administrative  services,  CSS
receives 0.20% of average daily net assets.

Certain officers and/or directors of the Fund are also officers and/or directors
of VAM and CSS.

NOTE 3-INVESTMENTS/CUSTODY

      Purchases and sales of securities  other than short-term  notes aggregated
$7,847,628 and $514,376, respectively.

      The  custodian  has  provided  credits in the  amount of  $11,452  against
custodian and accounting charges based on credits on cash balances of the Fund.




<PAGE>


Report of Independent Certified Public Accountants

To the Shareholders and Board of Directors of The World Funds, Incorporated
Richmond, Virginia

We have  audited the  accompanying  statement of assets and  liabilities  of the
Monument EuroNet Fund, a series of The World Funds, Inc., including the schedule
of portfolio  investments  as of August 31, 2000,  and the related  statement of
operations,  changes in net assets and financial  highlights for the period year
then  ended.  These  financial  statements  and  financial  highlights  are  the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatements.  An audit includes examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures  included  confirmation of securities  owned as of August 31, 2000 by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Monument  EuroNet  Fund as of August 31,  2000,  the results of its  operations,
changes in its net  assets  and the  financial  highlights  for the period  then
ended, in conformity with generally accepted accounting principles.

TAIT, WELLER AND BAKER
Philadelphia, Pennsylvania
September 22, 2000

<PAGE>

Investment Adviser:

      Vernes Asset Management, LLC
        993 Farmington Avenue
        Suite 205
        West Hartford, Connecticut 06107

Distributors:

      First Dominion Capital Corp.
        1500 Forest Avenue
        Suite 223
        Richmond, Virginia  23229

      Monument Distributors, Inc.
        7920 Norfolk Avenue
        Suite 500
        Bethesda, Maryland 20814

Independent Auditors:

      Tait, Weller and Baker
        Eight Penn Center Plaza
        Suite 800
        Philadelphia, Pennsylvania 19103

Transfer Agent:

For account  information,  wire  purchase or  redemptions,  call or write to the
Monument EuroNet Fund's Transfer Agent:

      PFPC, Inc.
        400 Bellevue Parkway
        Wilmington, Delaware 19809
        (302) 791-1700

More Information:

For 24 hours,  7 days a w week price  information,  and for  information  on any
series  of The World  Funds,  Inc.,  investment  plans,  and  other  shareholder
services, call Commonwealth Shareholder Services at (800) 527-9525 Toll Free.



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