BOYLE FUND
N-30D, 1998-08-24
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                                                                 August 20, 1998

Dear Fellow Shareholders:

          We are pleased to provide our first Annual Report to Shareholders. Our
Marathon Fund is off to a great start! We have selected 39 of the best companies
in the four sectors of the economy, which we believe will outperform the overall
market  over  the  next  3  to  5 years. Our four sectors  are  pharmaceuticals,
technology,  financial services, and retail. We even managed  to  beat  the  Dow
Jones  Industrial Average, the Russell 2000, and the Standard & Poor's 500 Index
in  the  quarter  ending June 30, 1998. In addition, we have no taxable  capital
gains to pass on to our shareholders, so your tax adjusted return should compare
favorably  to  other  mutual funds with similar performance but  high  portfolio
turnover. Please refer to the performance chart below to see the relative return
of an investment of $10,000 in the S & P 500 and the Marathon Fund.

           Through  the first half of 1998, the stocks of companies in our  four
sectors  rose  an  average of 25.77% verses the overall market  rise  of  16.26%
(according to the Wall Street Journal). We remain comfortable with these sectors
and  we believe that they will continue to outperform the overall market. As  of
June  30,  1998,  our  weighting  by sector was 34%  technology,  29%  financial
services, 16% pharmaceuticals, and 17% retail; we also had 4% in cash. Over  the
next  few months, our weighting will increase in pharmaceuticals and retail  and
will  decrease  in technology. Our weighting in financial services  will  remain
about the same. Cash will decrease as we approach a fully invested position.

          The outlook is good for stocks of companies in our four sectors of the
economy.  Low  interest  rates  and  new  products  will  help  technology   and
pharmaceutical companies expand. Low interest rates are favorable for  financial
service  companies and retailers. Low unemployment, low inflation, high consumer
confidence,  the  Federal budget surplus, state budget surpluses,  and  emerging
capitalism  around the world provide a favorable environment for  investment  in
the stocks of companies in our four sectors.

           We  want  to  thank  our  team members - - our  Transfer  Agent,  our
Custodian Bank, our independent auditor, and our outside lawyers - - for helping
us  get  a solid start. We also thank our shareholders for their confidence  and
trust.

          You can reach us (toll free) at 1-888-88-BOYLE  or through our website
at "www.BoyleFund.com".

                                                       Respectfully submitted,


                                                       ______________________
                                                       Michael and Joanne Boyle
                                                                                
<PAGE>
Boyle Marathon Fund
                                                         Schedule of Investments
                                                                    June 30,1998
- --------------------------------------------------------------------------------
Shares/Principal Amount                           Cost     Market    % of Assets
                                                           Value
- --------------------------------------------------------------------------------
 Technology
5,000    Applied Signal Technology*             61,891     59,375  
  900    Cisco Systems Inc.*                    70,813     82,856  
  500    Compaq Computer Corp.                  14,470     14,187  
  600    Dell Computer Corp.*                   47,607     55,688  
2,000    Digital Microware Corp.*               26,714     14,500  
  100    Excite, Inc.*                           8,950      9,350  
  300    Intel Corp.                            25,710     22,238  
  150    Microsoft Corp.*                       12,863     16,255  
1,000    Peoplesoft Inc.*                       44,485     47,000  
  100    Quantam Corp.*                          2,354      2,075  
   50    Yahoo!, Inc.*                           5,118      7,875
                                               -------    -------
                                               320,975    331,399       33.64%
 Retail
1,000    CompUSA Inc.*                          16,525     18,125  
  800    Gap Inc.                               40,843     49,300  
  400    Home Depot Inc.                        31,175     33,225  
  200    K Mart Corp.*                           3,564      3,850  
1,000    Preview Travel, Inc.*                  26,497     34,375  
  500    Ross Stores, Inc.                      21,338     21,500  
  100    Starbucks Corp.*                        4,668      5,344  
  200    U.S. Home And Garden, Inc.*             1,266      1,288  
  100    Walgreen Co.                            3,498      4,131
                                               -------    -------  
                                               149,374    171,138       17.37%
 Pharmaceuticals
   50    Bristol Myers Squibb Co.                5,355      5,747  
   50    Johnson & Johnson                       3,518      3,688  
  350    Lilly, Eli & Co.                       22,887     23,122  
  700    McKesson Corp.                         52,645     56,875  
  250    Merck & Co. Inc.                       30,647     33,437  
  250    Pfizer Inc.                            24,885     27,156  
  100    Watson Pharmaceuticals, Inc.*           3,892      4,669
                                               -------    -------  
                                               143,829    154,694       15.70%
 Financial Services
  200    Donaldson, Lufkin & Jenrette            9,585     10,162  
2,000    E Trade Group.*                        42,108     45,875  
  100    Fedl National Mortgage Assoc.           6,135      6,125  
  150    Franklin Resources Inc.                 8,047      8,100  
1,000    Hambrecht & Quist Group, Inc.*         29,058     36,313  
  100    Merrill Lynch & Co. Inc.                8,838      9,225  
1,200    Pre-Paid Legal Services, Inc.*         39,833     37,875  
  100    John Nuveen Corp.                       3,604      3,969  
  100    Providian Corp.                         6,347      7,856
  800    Robert Half International*             41,473     44,700  
2,000    Schwab (Charles) Corp.                 68,180     65,000  
  200    Silicon Valley Bancshares*              6,670      7,119
                                               -------    -------
                                               269,878    282,319       28.65%
 Cash and Equivalents
112,061  Star Bank Treasury                    112,061    112,061       11.37%

        Total Investments                      996,117  1,051,611      106.73%

        Other Assets Less Liabilities                     (66,352)      -6.73%

        Net Assets - Equivalent to $10.31 per share on    985,259      100.00%

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Assets and Liabilites
June 30, 1998 

Assets:
     Investment Securities at Market Value                            1,051,611
           (Identified Cost - $996,117) 
     Cash                                                                   100
     Receivables:
          Advisor                                                         2,123
          Dividends and Interest                                          1,059
     Other Assets                                                         9,206
               Total Assets                                           1,064,099
Liabilities
     Payables:
          Investment Securities Purchased                                60,812
          Shareholder Distributions                                           -
          Accrued Expenses                                               18,028
               Total Liabilities                                         78,840
Net Assets                                                              985,259
Net Assets Consist of:
     Capital Paid In                                                    932,962
     Undistributed Net Investment Income                                 (3,197)
     Accumulated Realized Gain (Loss) on Investments - Net                    -
     Unrealized Appreciation in Value
          of Investments Based on Identified Cost - Net                  55,494
 Net Assets, for 95,569 Shares Outstanding                              985,259
Net Asset Value and Redemption Price
      Per Share ($985,259/95,569 shares)                                  10.31
Offering Price Per Share                                                  10.31

 Statement of Operations
          Feburary 23 to June 30, 1998 

Investment Income:
     Dividends                                                              460
     Interest                                                             5,164
          Total Investment Income                                         5,624
Expenses
     Management Fees (Note 2)                                             3,232
     Administration Fee                                                   2,155
     Audit                                                                8,127
     Organizational Costs                                                   694
          Total Expenses                                                 14,208
     Reimbursed Fees                                                     (5,387)
          Total Expenses after Reimbursements                             8,821

Net Investment Income                                                    (3,197)

Realized and Unrealized Gain (Loss) on Investments:
     Realized Gain (Loss) on Investments                                      -
     Distribution of Realized Capital Gains from other Investment Companies   -
     Unrealized Gain (Loss) from Appreciation 
       (Depreciation) on Investments                                     55,494
Net Realized and Unrealized Gain (Loss) on Investments                   55,494

Net Increase (Decrease) in Net Assets from Operations                    52,297

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Changes in Net Assets
                                                                         2/23/98
                                                                           to
                                                                         6/30/98
From Operations:
     Net Investment Income                                               (3,197)
     Net Realized Gain (Loss) on Investments                                  -
     Net Unrealized Appreciation (Depreciation)                          55,494 
     Increase (Decrease) in Net Assets from Operations                   52,297
From Distributions to Shareholders
     Net Investment Income                                                    -
     Net Realized Gain (Loss) from Security Transactions                      -
     Net  Increase (Decrease) from Distributions                              -
From Capital Share Transactions:
     Proceeds  From  Sale of 95,569  Shares                             932,962
     Net Asset  Value of 0 Shares Issued on
       Reinvestment of Dividends                                              - 
     Cost of 0 Shares Redeemed                                                -
                                                                        932,962 
Net Increase  in Net Assets                                             985,259 
Net Assets at Beginning of Period   
  (including undistributed net investment income of $0)                       -
Net Assets at End of Period 
  (including undistributed net investment income of $237)               985,259 

Financial Highlights
Selected data for a share of common stock 
outstanding throughout the period:                                       2/23/98
                                                                           to
                                                                         6/30/98
Net Asset Value -
     Beginning of Period                                                  10.00
Net Investment Income                                                     (0.05)
Net Gains or Losses on Securities
     (realized and unrealized)                                             0.36
Total from Investment Operations                                           0.31
Dividends
     (from net investment income)                                          0.00
Distributions (from capital gains)                                         0.00
Return of Capital                                                          0.00
     Total Distributions                                                   0.00
Net Asset Value -
     End of Period                                                        10.31
Total Return *                                                             8.84%
Ratios/Supplemental Data
Net Assets - End of Period (Thousands)                                      985
Before reimbursments
   Ratio of Expenses to Average Net Assets*                                6.59%
   Ratio of Net Income to Average Net Assets*                            (3.98)%
After reimbursments
   Ratio of Expenses to Average Net Assets*                                4.09%
   Ratio of Net Income to Average Net Assets*                            (1.48)%
Portfolio Turnover Rate                                                    0.00%
Average commission per share                                             0.04404

*Annualized

    The accompanying notes are an integral part of the financial statements.
<PAGE>
BOYLE MARATHON FUND
                                                   NOTES TO FINANCIAL STATEMENTS
                                                                   JUNE 30, 1998



  1.)SIGNIFICANT ACCOUNTING POLICIES
     The Fund is a open-end management investment company,  organized as a Trust
     under  the  laws of the  State of  Delaware  by a  Declaration  of Trust in
     October  1997.  The  Fund's  investment   objective  is  long-term  capital
     appreciation.  The Fund  intends  to  invest  primarily  in  securities  of
     companies in the high technology, financial services,  pharmaceutical,  and
     retail fields.  The Fund intends to focus on companies with headquarters of
     with large operations is the San Francisco/Silicon Valley area. Significant
     accounting policies of the Fund are presented below:

     SECURITY VALUATION:
     The Fund intends to invest in a wide variety of equity and debt securities.
     The  investments  in  securities  are carried at market  value.  The market
     quotation  used for common  stocks,  including  those  listed on the NASDAQ
     National  Market  System,  is the last sale  price on the date on which the
     valuation  is made or, in the  absence of sales,  at the closing bid price.
     Over-the-counter securities will be valued on the basis of the bid price at
     the  close of each  business  day.  Short-term  investments  are  valued at
     amortized  cost,  which  approximates  market.  Securities for which market
     quotations  are not  readily  available  will be  valued  at fair  value as
     determined in good faith pursuant to procedures established by the Board of
     Directors.

     SECURITY TRANSACTION TIMING
     Security  transactions  are recorded on the dates  transactions are entered
     into (the trade dates).  Dividend income and  distributions to shareholders
     are  recorded  on the  ex-dividend  date.  Interest  income is  recorded as
     earned.  The Fund uses the identified  cost basis in computing gain or loss
     on sale of  investment  securities.  Discounts  and premiums on  securities
     purchased are amortized over the life of the respective securities.

     INCOME TAXES:
     It is the Fund's  policy to  distribute  annually,  prior to the end of the
     calendar year,  dividends  sufficient to satisfy excise tax requirements of
     the Internal Revenue Service. This Internal Revenue Service requirement may
     cause an excess of distributions over the book year-end accumulated income.
     In addition, it is the Fund's policy to distribute annually,  after the end
     of the fiscal year,  any remaining net  investment  income and net realized
     capital gains.

     ESTIMATES:
     The  preparation  of financial  statements  in  conformity  with  generally
     accepted  accounting  principles  requires management to make estimates and
     assumptions  that affect the reported amounts of assets and liabilities and
     disclosure  of  contingent  assets  and  liabilities  at  the  date  of the
     financial  statements  and the  reported  amounts of revenues  and expenses
     during  the  reporting  period.  Actual  results  could  differ  from those
     estimates.


  2.)INVESTMENT ADVISORY AGREEMENT
     The  Fund  has  entered  into an  investment  advisory  and  administration
     agreement with Boyle Management and Research,  Inc. The Investment  Advisor
     receives  from the Fund as  compensation  for its services an annual fee of
     1.5% on the Fund's net assets. Boyle Management and Research, Inc. receives
     form the fund as compensation for its administrative services an annual fee
     of 1.0% of the fund's net assets.  Boyle Management and Research,  Inc. has
     agreed to be responsible for payment of all operation  expenses of the fund
     except for brokerage and commission expenses,  expenses of the trustees who
     are not  officers  of the  Investment  Adviser,  annual  independent  audit
     expenses and any  extraordinary and  non-recurring  expenses.  From time to
     time,  Boyle  Management  and  Research,  Inc. may waive some or all of the
     fees.  During the fiscal  year  ending  June 30,  1998 all  management  and
     administrative fees have been waived.
<PAGE>
  3.)RELATED PARTY TRANSACTIONS 
     Certain  owners of Boyle  Management  and  Research,  Inc.  are also owners
     and/or directors of the Boyle Marathon Fund. These  individuals may receive
     benefits  from  any  management  and or  administration  fees  paid  to the
     Advisor.

  4.)CAPITAL STOCK AND DISTRIBUTION
     At June 30, 1998 an indefinite  number of shares of capital stock ($.10 par
     value)  were   authorized,   and  paid-in  capital  amounted  to  $932,962.
     Transactions in common stock were as follows:

Shares sold                                                               95,569
Shares issued to shareholders in reinvestment of dividends                     0
                                                                          ------
                                                                          95,569
Shares redeemed                                                                0
                                                                          ------
Net Increase                                                              95,569
Shares Outstanding:
     Beginning of Period                                                       0
                                                                          ------
     End of Period                                                        95,569
                                                                          ======

  5.)PURCHASES AND SALES OF SECURITIES
     During the period from  inception to June 30, 1998,  purchases and sales of
     investment securities other than U.S. Government obligations and short-term
     investments aggregated $884,056 and $0 respectively. Purchases and sales of
     U.S. Government obligations aggregated $0 and $0 respectively.

  6.)FINANCIAL INSTRUMENTS DISCLOSURE
     There are no reportable  financial  instruments  that have any  off-balance
     sheet risk as of June 30, 1998.

  7.)SECURITY TRANSACTIONS
     For Federal income tax purposes,  the cost of investments owned at June 30,
     1998 was the same as identified  cost. At June 30, 1998, the composition of
     unrealized   appreciation   (the   excess  of  value  over  tax  cost)  and
     depreciation (the excess of tax cost over value) was as follows:
Appreciation             (Depreciation)          Net Appreciation (Depreciation)
   86,297                   (30,803)                         55,494
<PAGE>
                       INDEPENDENT AUDITOR'S REPORT



To The Shareholders and
Board of Directors
Boyle Marathon Fund

We have audited the  accompanying  statement of assets and  liabilities of Boyle
Marathon Fund, including the schedule of portfolio  investments,  as of June 30,
1998,  and the related  statement  of  operations  for the year then ended,  the
statement  of  changes  in net assets  for the year then  ended,  and  financial
highlights for the period from February 23, 1998 (commencement of operations) to
June 30, 1998 in 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 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 misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of investments and cash held by
the  custodian  as of June 30, 1998 by  correspondence  with the  custodian  and
broker.  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 Boyle
Marathon Fund as of June 30, 1998,  the results of its  operations  for the year
then  ended,  the  changes in its net assets  for the year then  ended,  and the
financial  highlights  for the period from  February 23, 1998  (commencement  of
operations)  to June 30,  1998 in the period  then  ended,  in  conformity  with
generally accepted accounting principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
July 20, 1998
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