ELITE GROUP
N-30D, 1996-04-30
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                            Portfolio of Investments
                         The Elite Growth & Income Fund
                                 March 31, 1996
                                   (unaudited)


                                                               Market Value
SHARES                                                           Note 2A
- ------                                                         ------------


         COMMON STOCK  93.3%

         BASIC INDUSTRY 10.2%
20,000   Aluminum Company of America                           $ 1,252,500
12,000   Dow Chemical                                            1,042,500
 8,000   Potash of Saskatchewan                                    500,000
14,000   W.R. Grace & Co                                         1,095,500
                                                               -----------
           Total Basic Industry                                  3,890,500
                                                               -----------

         CAPITAL  GOODS 18.4%
20,000   Arrow Electronics*                                        940,000
12,000   General Electric                                          934,500
11,000   Hewlett Packard                                         1,034,000
10,000   Intel Corporation                                         567,500
 6,000   International Business Machines                           666,750
 9,500   Microsoft*                                                978,500
 6,000   Seagate Technologies*                                     876,000
 6,000   XactLabs Corporation* (a)                                 300,000
 6,000   Xerox Corporation                                         753,000
                                                               -----------
           Total Capital Goods                                   7,050,250
                                                               -----------

         CONSUMER GOODS & SERVICES  14.4%
28,000   Ford Motor Co                                             962,500
16,000   General Motors                                            852,000
16,000   Kimberly-Clark                                          1,192,000
30,000   Manpower Inc.                                             930,000
35,000   Optiva Corporation * (a)                                  175,000
50,000   Resound Corporation*                                      550,000
20,000   Viacom-B*                                                 842,500
                                                               -----------
           Total Consumer Goods & Services                       5,504,000
                                                               -----------




<PAGE>


Portfolio of Investments
The Elite Growth & Income Fund
March 31, 1996 - Continued

                                                                Market Value
SHARES                                                            Note 2A
- ------                                                          ------------

         ENERGY GOODS & SERVICES 7.2%
14,200   Anadarko Petroleum                                        788,100
50,000   Enserch Corporation                                       812,500
10,000   Mobil Corporation                                       1,158,750
                                                               -----------
           Total Energy Goods & services                         2,759,350
                                                               -----------

         FINANCIAL INTERMEDIARIES  21.4%
24,000   Ace Limited (Insurance)                                 1,071,000
 8,000   American International Group                              749,000
12,000   Federal Home Loan Mortage                               1,023,000
32,000   Federal National Mortgage                               1,020,000
16,000   Frontier Insurance                                        490,000
20,000   ITT Hartford                                              980,000
30,000   Key Corporation                                         1,158,750
20,000   Mellon Bank                                             1,102,500
50,000   Royce Value Trust                                         612,500
                                                               -----------
           Total Financial Intermediaries                        8,206,750
                                                               -----------

         HEALTH CARE  GOODS & SERVICES  21.8%
10,000   American Home Products                                  1,083,750
14,000   Bristol-Myers                                           1,198,750
22,000   Foundation Health*                                        838,750
16,000   ICN Pharmaceutical                                        354,000
13,800   Merck & Co.                                               859,050
16,000   Pfizer Inc.                                             1,072,000
10,000   Schering - Plough                                         581,250
30,000   Sierra Health*                                            978,750
50,000   Value Health*                                           1,375,000
                                                               -----------
           Total Health Care Goods & Services                    8,341,300
                                                               -----------

           Total Common Stock (Cost $27,250,799)                35,752,150
                                                               -----------

         OPTIONS - COVERED CALLS  ( 1.0%)
 9,500   Microsoft  ($80   4-20-96)                               (222,063)
16,000   Pfizer Inc. ($ 60  6-15-96)                              (132,000)
30,000   Sierra Health  ($35  6-15-96)                            ( 35,625)
                                                               -----------
           Total Value of Calls (Cost $ 366,150)                  (389,688)
                                                               -----------



<PAGE>



Portfolio of Investments
The Elite Growth & Income Fund
March 31, 1996 - Continued



PAR VALUE                                                       Market Value
- ---------                                                          Note 2A    
                                                                ------------
             CORPORATE BONDS  2.3%
$2,800,000   Bonneville Pacific Corp.**
              7.75% Due 8/15/09 (cost $172,551)                    616,000
                                                               -----------

                Total Investments
                (Cost $27,057,199***)      93.9%                35,978,463


                Cash and receivables
                in excess of liabilities    6.1
                                                                 2,336,357
                                          ------               -----------


                 NET ASSETS               100.0%               $38,314,820
                                          ======               ===========



  (a)   Restricted  security  ( see note 3)
   *     Non - income producing

   **     This  security is in arrears and is not currently  paying  interest.
          The  Company  has  filed  for  protection  under  Chapter  11 of the
          bankruptcy code.
   ***    Cost for Federal Income Tax purposes is the same. At March 31, 1996,
          unrealized   appreciation  of  securities  for  Federal  Income  Tax
          purposes is as follows:


                 Unrealized appreciation                       $ 9,118,754
                 Unrealized depreciation                          (197,491)
                                                               -----------
                 Net unrealized appreciation                   $ 8,921,263
                                                               ===========



                        See Notes to Financial Statement



<PAGE>


                            Portfolio of Investments
                              The Elite Income Fund
                                 March 31, 1996
                                   (unaudited)



                                                             Market Value
                                                               Note 2A
                                                             ------------

PAR VALUE  
- ---------

                                                   
              BONDS  90.8%

              U.S. GOVERNMENT NOTES AND BONDS  37.7%
$  150,000    U.S. Treasury Note
                9.375% due 04/15/96                           $   150,237
   200,000    U.S. Treasury Note
                8.750% due 10/15/97                               208,028
 1,800,000    U.S. Treasury Note
                6.375% due 01/15/99                             1,820,106
 1,205,000    U.S. Treasury Note
                7.875% due 11/15/99                             1,275,046
 1,250,000    U.S. Treasury Bond
                7.250% due 05/15/16                             1,304,637
                                                              -----------
               Total U.S. Government Notes and Bonds            4,758,054
                                                              -----------


              ELECTRIC UTILITIES  23.9%
   500,000    Texas Utilities
                5.875% due 04/01/98                               495,000
   500,000    Portland General Electric
                8.880% due 08/12/99                               536,250
   500,000    Commonwealth  Edison
                7.500% due 01/01/01                               504,375
   350,000    S. California Edison Capital Notes
                7.375% due 12/15/03                               355,688
   500,000    Hawaiian Electric
                6.660% due 12/05/05                               478,125
   650,000    Appalachian Power Co.
                6.800% due 03/01/06                               649,188
                                                              -----------
               Total Electric Bonds                             3,018,626
                                                              -----------


              GAS UTILITIES  15.0%
   250,000    Consumer Power
                8.750% due 02/15/98                               260,000
   170,000    Consumer Power
                8.875% due 11/15/99                               181,687
   500,000    Louisiana Power & Light
                6.000% due 03/01/00                               491,875
   500,000    Long Island Lighting
                7.050% due 03/15/03                               467,500
   500,000    Pacific Gas Transmission 
                7.100% due 06/01/05                               500,000
                                                              -----------    
               Total Gas Utilities                              1,901,062
                                                              -----------

<PAGE>


Portfolio of Investments
The Elite Income Fund
March 31, 1996 - Continued





                                                              Market Value
                                                                Note 2A
                                                              ------------
PAR VALUE
- ---------

                                                                            
             FINANCIAL/CORPORATE BONDS  14.2%
  500,000    General Motors Acceptance Corp.
               8.000%  due 10/01/96                               505,620
  200,000    Federal National  Mortgage
               8.350%  due  11/10/99                              213,558
  500,000    Ford Motor Credit
               8.200%  due  02/15/02                              533,750
  550,000    Federal Home Loan (Mortgage Backed)
               6.100%  due  02/15/24                              537,042
                                                              -----------     
              Total Financial/Corporate Bonds                   1,789,970
                                                              -----------


              Total Value Bonds (Cost $11,435,924)             11,463,512
                                                              ----------- 
 SHARES
 
             PREFERRED STOCK  7.5%
 2,415       Cleveland Electric 9.125                             244,410
 4,286       Gulf States Utilities 8.64                           415,742
11,700       Public Service New Hampshire Series A                292,500
                                                              -----------
              Total Value Preferreds (Cost $1,041,834)            952,652
                                                              -----------


              Total Investments
              (Cost $12,477,757***)          98.3%             12,421,164


              Cash and receivables
              in excess of liabilities        1.7%                209,952
                                            ------            -----------


              NET ASSETS                    100.0%            $12,631,116
                                            ======            ===========


   ***Cost for Federal Income Tax purposes is the same.
   At March 31, 1996, unrealized appreciation (depreciation) of securities for
   Federal Income Tax purposes is as follows:


             Unrealized appreciation                           $  161,691
             Unrealized depreciation                             (218,284)
                                                               ----------
             Net unrealized depreciation                       $ ( 56,593)
                                                               ==========



                        See Notes to Financial Statements


<PAGE>


                       STATEMENT OF ASSETS AND LIABILITIES
                                 March 31, 1996
                                   (unaudited)


                                      THE ELITE GROWTH          THE ELITE
                                       & INCOME FUND           INCOME FUND
                                      ----------------         -----------
ASSETS:

Investments in securities 
 at value (notes 2A, 3 )
 (Cost $27,057,199 and $12,477,757)     $35,978,464            $12,421,164
Cash and cash equivalent (Note 2E)        2,671,926                152,205

Receivables:
  Securities sold                           843,643                  --
  Interest                                   12,397                231,672
  Dividends                                  60,682                  7,751
  Capital stock sold                        ( 5,752)                23,752
                                        -----------            -----------

   Total Assets                          39,561,360             12,836,545
                                        -----------            -----------


LIABILITIES:
Payables:
  Securities purchased                    1,170,903                 --
  Capital stock reacquired                   23,057                 10,000
  Distributions                              41,193                192,448
  Accrued expenses                           11,387                  2,981
                                        -----------            -----------

   Total Liabilities                      1,246,540                205,429
                                        -----------            -----------


NET ASSETS:
The Elite Growth & Income Fund-
 applicable to 2,059,656 
 shares outstanding                     $38,314,820
                                        ===========
The Elite Income Fund-
 applicable to 1,282,986
 shares outstanding                                            $12,631,116
                                                               ===========

NET ASSET VALUE, OFFERING AND
REDEMPTION  PRICE PER SHARE
 (Net assets / shares outstanding)      $     18.60            $      9.85
                                        ===========            ===========
                                                                            



At March 31, 1996 the components 
 of net assets were as follows:


Paid-in capital                         $27,403,801            $12,678,348
Accumulated net realized        
 gain on investments                      1,975,067                  4,704
Undistributed net investment income          14,688                  4,657
Net unrealized appreciation         
 (depreciation)                           8,921,263                (56,593)   
                                        -----------            -----------
 Net assets                             $38,314,820            $12,631,116
                                        ===========            ===========



                        See Notes to Financial Statements



<PAGE>


                             STATEMENT OF OPERATIONS
                     For the Six Months Ended March 31, 1996
                                   (unaudited)

                                         THE ELITE GROWTH          THE ELITE
                                          & INCOME FUND           INCOME FUND
                                         ----------------         -----------


INVESTMENT INCOME:
Income:
  Interest                                 $   68,328               $392,233
  Dividends                                   271,565                 51,984
                                           ----------               --------
     Total Income                             339,893                444,217
                                           ----------               --------

Expenses:
  Investment management fee (Note 6)          172,344                 45,022
  Transfer agent fees                           8,300                  6,655
  Custodian fees                                9,990                  4,084
  Professional fees (Note 6)                   24,180                  5,405
  Trustees fees and expenses                    6,646                  2,553
  Record keeping services                      20,875                  7,220
  Shareholder reports                           3,415                    473
  Registration fees and other                   2,150                    737
                                           ----------               --------
     Total Expenses                           247,900                 72,149
                                           ----------               --------

  Expenses Reimbursed                           ---                   (7,255)
                                           ----------               --------
     Net Expenses                             247,900                 64,894
                                           ----------               --------

     Net Investment Income                     91,993                379,323
                                           ----------               --------


REALIZED AND UNREALIZED 
  GAIN (LOSS) ON INVESTMENT
  SECURITIES AND OPTIONS CONTRACT

Net realized gain (loss):
 Investment securities                      1,860,926                 10,348
 Expired and closed covered call
  options written (Note 5)                     74,706                  ---
                                           ----------               --------
  Net realized gain on 
   investment securities 
   and option contracts                     1,935,632                 10,348
                                           ----------               --------
  Net increase (decrease) 
   in unrealized appreciation
   of investment securities                 1,871,135               (172,384)
                                           ----------               --------
    Net increase in net assets
     resulting from operations             $3,898,760               $217,287
                                           ==========               ========


                        See Notes to Financial Statements


<PAGE>


                       STATEMENT OF CHANGES IN NET ASSETS

                                    THE ELITE
                              GROWTH & INCOME FUND
                                   (unaudited)


                                          Six Months Ended         Year Ended
                                           March 31,  1996       Sept 30, 1995
                                          -----------------     --------------


OPERATIONS:
  Net investment income                     $    91,993          $   313,361
  Net realized gain on investment
   securities and options contracts           1,935,632               11,070
  Net increase in unrealized
   appreciation of investment securities      1,871,135            4,767,526
                                            ------------         ------------
  Net increase in net assets
   resulting from operations                  3,898,760            5,091,957

DISTRIBUTIONS TO SHAREHOLDERS:
  Distributions from net investment income      (80,319)            (315,833)
  Distributions from net realized gains on
   investment transactions                                        (1,974,649)

CAPITAL SHARE TRANSACTIONS:
  Increase in net assets  
   resulting from capital
   share transactions (a)                     3,313,904            3,000,541
                                            ------------         ------------
      Total increase in net assets            7,132,345            5,802,016

NET ASSETS:
  Beginning of period                        31,182,475           25,380,459
                                            ------------         ------------
  End of period (including undistributed
   net investment income of $14,688 and
   $3,015 respectively).                    $38,314,820          $31,182,475
                                            =============        ============


(a)Transactions in capital stock were as follows:


                                Six  Months  Ended          Year Ended
                                 March 31, 1996         September 30,1995
                                ------------------      -----------------

                               Shares        Value       Shares       Value
                               ------        -----       ------       -----
 Shares sold                  239,106     $4,244,400     246,266    $3,895,405
 Shares issued 
  in reinvestment
  of  distributions             1,990         35,771     169,510     2,258,207
                              --------    -----------    --------    ---------
                              241,096      4,280,171     433,776     6,154,612

 Shares redeemed             ( 55,217)      (966,276)   (220.131)   (3,154,071)
                              --------    -----------    --------    ----------

 Net increase                 185,879     $3,313,904     213,645    $3,000,541
                              ========    ===========    ========    ==========




                        See Notes to Financial Statements


<PAGE>


                       STATEMENT OF CHANGES IN NET ASSETS

                                    THE ELITE
                                   INCOME FUND
                                   (unaudited)


                                         Six Months Ended         Year Ended
                                          March 31, 1996         Sept. 30, 1995
                                         ----------------        --------------


OPERATIONS:
 Net investment income                     $   379,323            $   731,551
 Net realized gain on              
  investment securities                         10,348                 53,544
 Net increase (decrease) in unrealized
  appreciation of investment securities       (172,384)               570,087
                                           -----------            -----------

  Net increase (decrease) in net assets
    resulting from operations                  217,287              1,355,182

NET EQUALIZATION CREDITS (DEBITS)                
   (NOTE 2d)                                     2,695                 (3,798)

DISTRIBUTIONS TO SHAREHOLDERS:
 Distributions from net investment income     (398,595)              (712,510)
 Distributions from net realized gains on
  investment transactions                      (69,580)                 ---

CAPITAL SHARE TRANSACTIONS:
 Increase in net assets  
  resulting from capital
  share transactions (a)                       516,488                221,770
                                           -----------            -----------
    Total increase (decrease)     
     in net assets                             265,600                860,644

NET ASSETS:
 Beginning of period                        12,365,517             11,504,873
                                           -----------            -----------
 End of period 
  (including undistributed 
   net investment income of $4,657 and
   $20,132 respectively).                  $12,631,116            $12,365,517
                                           ===========            ===========


(a)Transactions in capital stock were as follows:


                               Six Months Ended               Year Ended
                                 March 31,1996             September 30, 1995
                               ----------------            ------------------


                                  Shares      Value       Shares      Value
                                  ------      -----       ------      -----
Shares sold                      164,019   $1,669,920     216,852   $2,116,294
Shares issued in reinvestment
 of  distributions                26,383      268,053      70,878      689,314
                                 -------   ----------     -------   ----------
                                 190,402    1,937,973     287,730    2,805,608

Shares redeemed                 (140,143)  (1,421,485)   (268,361)  (2,583,838)
                                 -------   ----------     -------   ----------

Net increase                      50,259   $  516,488      19,369   $  221,770
                                 =======   ==========     =======   ==========


                                                                           
                        See Notes to Financial Statement

<PAGE>


                              FINANCIAL HIGHLIGHTS

                                    THE ELITE
                              GROWTH & INCOME FUND
                 For a share outstanding throughout each period
                                   (unaudited)


                                                      Years Ended September 30

<TABLE>

<S>                                        <C>                   <C>                <C>              <C>              <C>      
                                           *1996                 1995               1994             1993             1992

Net asset value, beginning of year         $16.64               $15.29             $14.44            $13.07           $12.52
                                           -------------        -------------      -------------     --------------   ------------
  INCOME FROM INVESTMENT OPERATIONS

  Net investment income                       .05                  .18                .11               .10              .12
  Net gains on securities
    (both realized and unrealized)           1.95                 2.52               1.56              1.65              .81
                                           -------------        -------------      -------------     --------------   ------------
      Total from investment
        operations                           2.00                 2.70               1.67              1.75              .93
                                           -------------        -------------      -------------     --------------   ------------
  LESS DISTRIBUTIONS
  Dividends from net investment
    income                                   (.04)                (.18)              (.10)             (.09)            (.11)
  Distributions from capital gains            ---                (1.17)              (.72)             (.29)            (.27)
                                           -------------        -------------      -------------     --------------   ------------

      Total distributions                    (.04)               (1.35)              (.82)             (.38)            (.38)
                                           -------------        -------------      -------------     --------------   ------------

Net asset value, end of year               $18.60               $16.64             $15.29            $14.44           $13.07
                                           =============        =============      =============     ==============   ============

      Total Return                          12.03%               19.92%             11.80%            13.54%            7.50%


RATIOS/SUPPLEMENTAL DATA
  Net asset value, end of year
    (in 000's)                             $ 38,314             $31,182            $25,380           $17,989          $ 12,673
  Ratio of expenses to average
    net assets                                1.43% (a)           1.42%**            1.42%             1.36%             1.37%
                                                                        
  Ratio of net investment income
    to average net assets                      .53% (a)           1.18%               .73%              .69%              .91%
                                                 

Portfolio turnover                          132.76% (a)         137.56%            153.34%           172.00%           168.01%
                                                 

</TABLE>


*    For the six months ended March 31, 1996

**   Ratio reflects fees paid through a directed brokerage arrangement.  Expense
     Ratios for 1994-1991  exclude these payments.  Expense ratio for 1995 after
     reduction of fees paid through the directed brokerage arrangement was 1.35%


(a) annualized

                        See Notes to Financial Statements



<PAGE>


                              FINANCIAL HIGHLIGHTS

                                    THE ELITE
                                   INCOME FUND
                 For a share outstanding throughout each period
                                   (unaudited)


                                                      Years Ended September 30

<TABLE>


<S>                                          <C>                   <C>              <C>               <C>                 <C>    
                                             *1996                 1995             1994              1993                1992

Net asset value, beginning of year           $10.03                $ 9.48          $10.61            $10.28              $10.08
                                             ------------          ------------    ------------      ------------        ----------
  INCOME FROM INVESTMENT OPERATIONS

  Net investment income                         .30                   .62             .61               .59                 .61
  Net gains on securities
    (both realized and unrealized)             (.12)                  .54           (1.03)              .35                 .23
                                             ------------          ------------    ------------      ------------        ----------
                                               
      Total from investment
        operations                              .18                  1.16            (.42)              .94                 .84
                                             ------------          ------------    ------------      ------------        ----------
  LESS DISTRIBUTIONS
  Dividends from net investment
    income                                     (.31)                 (.61)           (.61)             (.58)               (.61)
  Distributions from capital gains             (.05)                   --            (.10)             (.03)               (.03)
                                             ------------          ------------    ------------      ------------        ----------

      Total distributions                      (.36)                 (.61)           (.71)             (.61)               (.64)
                                             ------------          ------------    ------------      ------------        ----------

Net asset value, end of year                 $ 9.85                $10.03          $ 9.48            $10.61              $10.28
                                             ============          ============    ============      ============        ==========

      Total Return                             1.80%                12.56%          (4.07%)            9.41%               8.67%

RATIOS/SUPPLEMENTAL DATA
  Net asset value, end of year
    (in 000's)                               $12,631               $12,366         $11,505           $11,751             $10,090

  Ratio of expenses to average
    net assets                               1.04%(a)(b)            1.12%**          1.11%             1.02%                .98%

  Ratio of net investment income
    to average net assets                    6.06%(a)(b)            6.34%            5.98%             5.66%               6.03%

Portfolio turnover                          36.71%(a)              42.24%           40.88%            73.26%              21.83%


</TABLE>



*    For the six months ended March 31, 1996

**   Ratio reflects fees paid through a directed brokerage arrangement.  Expense
     Ratios for 1994-1991  exclude these payments.  Expense ratio for 1995 after
     reduction of fees paid through the directed brokerage arrangement was .08%.

(a) annualized

(b)  The manager has elected to reimburse the fund $7255. Without  reimbursement
     the  expense  ratio  would have been 1.15 % and the net  investment  income
     5.95%.



                        See Notes to Financial Statement


<PAGE>


NOTES TO FINANCIAL STATEMENTS
March 31, 1996


Note 1 - Organization
         The  Elite  Growth  and  Income  Fund and The  Elite  Income  Fund (the
"Funds")  are two series of shares of  beneficial  interests  of The Elite Group
(the "Trust"),  which is registered under the Investment Company Act of 1940, as
amended, as a diversified  open-end management company.  The Trust was organized
in  Massachusetts as a business trust on August 8, 1986. The Trust is authorized
to issue an  unlimited  number of no par shares of  beneficial  interest  of any
number of series. Currently, the Trust has authorized only the two series above.


Note 2 - Significant Accounting Policies
         The  following  is  a  summary  of  significant   accounting   policies
consistently  followed  by  the  Funds.  The  policies  are in  conformity  with
generally accepted accounting principles.

         A. Security  Valuation - Investments in securities traded on a national
securities  exchange are valued at the last  reported  sales  price.  Securities
which are traded over- the counter are valued at the bid price.  Securities  for
which  reliable  quotations  are not  readily  available  are  valued  at  their
respective  fair  value as  determined  in good  faith by,  or under  procedures
established by the Board of Trustees.

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

         C. Option Accounting Principles (The Elite Growth & Income Fund) - When
the Fund sells an option, an amount equal to the premium received by the Fund is
included as an asset and an equivalent liability. The amount of the liability is
marked-to-market to reflect the current market value of the options written. The
current  market value of a traded option is the last sale price.  When an option
expires on its  stipulated  expiration  date or the Fund  enters  into a closing
purchase transaction, the Fund realizes a gain (or loss if the cost of a closing
purchase  transaction  exceeds  the premium  received  when the option was sold)
without regard to any unrealized  gain or loss on the underlying  security,  and
the liability related to such option is extinguished. If an option is exercised,
the Fund  realizes a gain or loss from the sale of the  underlying  security and
the proceeds of the sale are increased by the premium received. The Elite Growth
& Income  Fund as a writer of an option may have no  control  over  whether  the
underlying  security may be sold (call) or purchased (put) and as a result bears
the market risk of an unfavorable change in the price of the security underlying
the written option.



<PAGE>



NOTES TO FINANCIAL STATEMENTS
March 31, 1996



         D.  Equalization  (The Elite income Fund) - The Fund follows the 
practice known as "equalization" by which a portion of the proceeds from sales 
and costs of repurchases of  shares  of the Fund is  credited  or  charged  to
income on the date of the transaction so that  undistributed  net income per 
share is unaffected by shares of the Fund sold or repurchased.

         E.  Cash Equivalent - Consists of investment in mutual fund money 
market accounts.

         F.  Other - As is common in the  industry,  security  transactions  are
accounted  for  on  the  trade  date.   Dividend  Income  and  distributions  to
shareholders  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 post - October
losses. Interest income and estimated expenses are accrued daily.


Note 3 - Restricted Securities
         The Funds may invest in restricted  securities.  Restricted  securities
are securities  which have not been registered under the Securities Act of 1933,
as amended,  and as a result are subject to restrictions on resale.  Investments
in restricted securities are valued at fair value as determined in good faith by
the Trust's  Board of Trustees.  There are no  unrestricted  securities of these
issuers.  At March 31, 1996, the Elite Growth and Income Fund had investments in
restricted  securities  with the  date of  acquisition,  cost,  fair  value  and
percentage of net assets listed below:

                                Dates of                          Percentage of
                                Acquisition    Cost       Value      Net Assets

STOCKS

6,000 XactLabs Services, Inc.   08/29/94    $216,000    $300,000       .78%
35,000 Optiva Corporation       04/25/94     148,750     175,000       .46%
                                                                              
                                            --------    --------      -----
     Total                                  $364,750    $475,000      1.24%
                                            ========    ========      =====



<PAGE>



NOTES TO FINANCIAL STATEMENTS
March 31, 1996


Note 4 - Purchases and Sales of Securities
         For the six  months  ended  March  31,  1996,  purchases  and  sales of
securities, other than options and short-term notes were as follows:

                                         Purchases              Sales

The Elite Growth and Income Fund         $29,365,748          $26,068,972
The Elite Income Fund                     $4,371,464           $3,715,886



         For The Elite  Growth & Income Fund, transactions in covered call and
put options written were as follows:

                                    Number of
                                    Contracts*                     Premiums
                                    ----------                     --------
Options outstanding at                
  beginning of year                   1,260                       $  789,425
Options written                       2,230                        1,114,312
Options terminated in            
  closing purchase transactions      (1,978)                      (1,279,342)
Options exercised                      (287)                          76,548
Options expired                        (670)                        (334,793)
                                     --------                     -----------
Options outstanding 
  at September 30,1995                  555                       $  366,150
                                     ========                     ===========


         * Each Contract represents 100 shares of common stock


Note 5 - Investment Management Fee and Other Transactions with Affiliates
         The Funds retain McCormick Capital Management Inc. as their Investment
Manager.  Under an  Investment  Management  Agreement,  the  investment  Manager
furnishes  each Fund with  Investment  advice,  office  space  and  salaries  of
non-executive  personnel needed by the Funds to provide general office services.
As compensation  for its services,  the Manager is paid a monthly fee based upon
the average daily net assets
of each Fund.  For The Elite Growth & Income Fund and The Elite Income Fund, the
rates are 1% and 7/10 of 1%,  respectively,  up to $250  million;  3/4 of 1% and
5/8% of 1%,  respectively,  over $250 million up to $500 million;  and 1/2 of 1%
over $500 million for each Fund.

         The Manager has undertaken that the operating expenses of each Fund for
each fiscal year (including  management fees, but excluding taxes,  interest and
brokerage  commissions),  expressed as a percentage of average daily net assets,
will not exceed the lowest rate  prescribed  by any state in which shares of the
Funds are qualified for sale.  Currently,  such limitation is 2.5% of the first 
$30 million of such assets,  2% of the next $70 million, and 1.5% of any net 
assets in excess of $100 million.


<PAGE>


NOTES TO FINANCIAL STATEMENTS
March 31, 1996
Continued


         Certain  officers  and trustees of the Funds are also  officers  and/or
directors of the Manager. The Law firm of Foster,  Pepper & Shefelman,  of which
Joseph M. Gaffney,  Assistant Secretary of the Funds, is a member, received fees
of  $1,343  and $553 from the Elite  Growth & Income  Fund and The Elite  Income
Fund, respectively, for legal services rendered for the year March 31, 1996.


NOTE 6 - Concentration
         Although  both of the funds have a  diversified  investment  portfolio,
there are  certain  credit  risks due to the  manner in which the  portfolio  is
invested  which may subject  the funds more  significantly  to economic  changes
occurring in certain  industries or sectors.  The Elite Growth & Income Fund has
investments in excess of 10% in basic goods,  capital goods,  consumer goods and
services,  financial  intermediaries,  and health care service  industries.  The
Elite Income Fund has investments in excess of 10% in Electric Utilities and Gas
Utilities.





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