NOAH INVESTMENT GROUP INC
N-30D, 1999-01-11
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                              FINANCIAL STATEMENTS

STATEMENT OF ASSETS AND LIABILITIES
OCTOBER 31, 1998

ASSETS:
     Investments, at market (identified cost $2,097,097)            $ 2,553,243
     Receivables:
          Dividends and interest                                          1,283
          Fund shares sold                                               21,056
          Reimbursement by manager                                       38,450
     Deferred organization costs                                          4,480
     Other assets                                                         1,509
                                                                    -----------
                Total assets                                          2,620,021
                                                                    -----------

LIABILITIES:
    Payables:
         Investment securities purchased                                 18,387
         Accrued expenses                                                11,229
                                                                    -----------
                Total liabilities                                        29,616
                                                                    -----------

NET ASSETS                                                          $ 2,590,405
                                                                    ===========

NET ASSETS CONSIST OF:
    Common stock                                                    $       150
    Additional capital paid - in                                      2,082,230
    Undistributed net investment income                                 (14,744)
    Accumulated realized loss on investments                             66,623
    Net unrealized gain on investments                                  456,146
                                                                    -----------

         Total Net Assets                                           $ 2,590,405
                                                                    ===========

Shares outstanding (500,000,000 shares of $0.001
    par value authorized)                                               149,661

Net Asset Value, offering and redemption price per share            $     17.31
                                                                    ===========

                       See notes to financial statements.

                                       11
<PAGE>

STATEMENTS OF CHANGES IN NET ASSETS

                                                       YEAR ENDED    YEAR ENDED
                                                       OCTOBER 31,   OCTOBER 31,
                                                          1998           1997
                                                      -----------     ---------
OPERATIONS:
  Net investment income (loss)                        $   (14,744)    $  (1,195)
  Net realized gain on investments                         68,147         5,357
  Change in unrealized appreciation on investments        314,248       126,582
                                                      -----------     ---------
  Net increase in net assets from operations              367,651       130,744
                                                      -----------     ---------
DISTRIBUTIONS TO SHAREHOLDERS FROM:
  Net investment income                                        --        (1,712)
  Net realized gains                                       (6,727)         (151)
                                                      -----------     ---------
  Total distributions                                      (6,727)       (1,863)
                                                      -----------     ---------

CAPITAL SHARE TRANSACTIONS
  Proceeds from shares sold                             1,662,691       438,766
  Proceeds from shares issued to holders
  In reinvestment of dividends                              6,727         1,662
  Cost of shares redeemed                                (401,653)      (73,472)
Net increase in net assets from Fund share
Transactions                                            1,267,765       366,956

TOTAL INCREASE IN NET ASSETS                            1,628,689       495,837
                                                      -----------     ---------
NET ASSETS:
  Beginning of period                                     961,716       465,879
                                                      -----------     ---------
  End of period                                       $ 2,590,405     $ 961,716
                                                      ===========     =========

See notes to the financial statements.

                                       12
<PAGE>

FINANCIAL HIGHLIGHTS

                                                                 May 17, 1996(1)
                                   Year Ended       Year Ended        through
                                   October 31,      October 31,     October 31,
                                      1998             1997            1996
                                    --------         --------        --------

NET ASSET VALUE-
BEGINNING OF PERIOD                 $  13.23       $  10.59        $  10.00
                                                 
INVESTMENT OPERATIONS:                           
Net Investment Income                  (0.10)         (0.01)(2)        0.04
Net Realized and                                 
Unrealized Gain on                               
Investments                             4.27           2.69            0.55
                                    --------       --------        --------
Totals from Investment                           
Operations                              4.17           2.68            0.59
                                    --------       --------        --------
                                                 
DISTRIBUTIONS:                                   
From Net                                         
Investment Income                         --          (0.04)             --
From Net Realized                                
Capital Gains                          (0.09)            --              --
                                    --------       --------        --------
Total Distributions                    (0.09)            --              --
                                    --------       --------        --------
                                                 
NET ASSET VALUE-                                 
END OF PERIOD                       $  17.31       $  13.23        $  10.59
                                    ========       ========        ========
                                                 
TOTAL RETURN                          31.52%         25.41%           5.90%(3)
                                                 
RATIOS/SUPPLEMENTAL DATA                         
Net Assets, end of period                        
(in 000's)                          $ 52,590       $    961        $    466
Ratio of Expenses to                             
Average Net Assets(4,5)                1.75%          1.75%           1.42%
Ratio of Net Investment                          
Income to Average Net                            
Assets                               (0.86)%        (0.18)%           0.86%
Portfolio Turnover Rate               66.49%         27.07%          21.61%
                                                
(6)  Commencement of Operations
(7)  Net  Investment   Loss  is  calculated   using  ending  balances  prior  to
     consideration of adjustments for permanent book and tax differences.
(8)  Not annualized for the period May 17, 1996 through October 31, 1996.
(9)  Annualized for the period may 17, 1996 through October 31, 1997.
(10) Without  expense  waivers of  $51,285,  $94,353 and $47,931 for the periods
     ending October 31, 1998, 1997 and 1996 respectively,  the ratio of expenses
     to average  net assets  would  have been  4.73$,  16.08% and 49.81% and the
     ratio of net  investment  (loss) to  average  net  assets  would  have been
     (3.85)%, (14.51)% and (47.52)%. See Notes to Financial Statements

THE NOAH FUND
SCHEDULE OF INVESTMENTS                                         OCTOBER 31, 1998
- --------------------------------------------------------------------------------

                                                                         Value
                                                        Shares          (Note 2)
                                                        ------          --------
COMMON STOCK -- 96.89%

    ADVERTISING -- 0.45%
      Interpublic Group of Companies, Inc.                                11,700
                                                           200
                                                                      ----------
    BANKING --5.59%
      CitiGroup, Inc.                                                     65,800
                                                         1,400
      Comerica, Inc.                                                       6,450
                                                           100
      Fifth Third Bancorp                                                 26,500
                                                           400
      First Tennessee National Corp                                       12,675
                                                           400
      Mellon Bank Corp                                                     6,013
                                                           100
      National Commercial Bancorp                                         10,650
                                                           600
      Northern Trust Corp                                                 16,594
                                                           225
                                                                      ----------
                                                                         144,682
                                                                      ----------

    BUILDING CONSTRUCTION -- 0.31%                                    
      Champion Enterprises                                                 7,950
                                                           400
                                                                      ----------
    BUSINESS SERVICES -- 2.68%
      Automatic Data Processing, Inc.                                     38,906
                                                           500
      Computer Sciences Corp*                                             10,550
                                                           200
      Paychex, Inc.                                                       19,900
                                                           400
                                                                      ----------
                                                                          69,356
                                                                      ----------
    CABLE TELEVISION SERVICES -- 1.24%
      Comcast Corp                                                        32,094
                                                           650
                                                                      ----------
    COMPUTER & OFFICE EQUIPMENT -- 11.77%
      Cisco Systems, Inc.*                                               106,628
                                                         1,692
      Compaq Computer Corp                                                12,650
                                                           400
      Dell Computer*                                                      62,344
                                                           950
      Intel Corp.                                                         84,728
                                                           950
      Pitney Bowes, Inc.                                                  38,544
                                                           700
                                                                      ----------
                                                                         304,894
                                                                      ----------
    CONSUMER PRODUCTS  --  4.33%
      Colgate Palmolive Co.                                               61,863
                                                           700
      Ecolab, Inc.                                                        11,950
                                                           400
      The Clorox Company                                                  38,238
                                                           350
                                                                      ----------
                                                                         112,051
                                                                      ----------
    FINANCIAL SERVICES -- 9.25%
      Associates First Capital Corp                                   
                                                           300            21,150
      Capital One Financial Corp                                      
                                                           250            25,438
      Fannie Mae                                                          63,731
                                                           900
      Federal Home Loan Mortgage Corp                                     69,000
                                                         1,200
      Finova Group                                                         9,750
                                                           200
      MBNA Corp                                                           30,797
                                                         1,350
      Providian Financial Corp                                            19,844
                                                           250
                                                                      ----------
                                                                         239,710
                                                                      ----------
    FOOD & BEVERAGE -- 3.60%
      Coca-Cola Co.                                                       74,388
                                                         1,100
      Sysco Corp*                                                         18,856
                                                           700
                                                                      ----------
                                                                          93,244
                                                                      ----------
    HUMAN RESOURCES -- 0.14%
      Romac International, Inc.*                                           3,500
                                                           200
                                                                      ----------
    INSURANCE  -- 3.39%
      General Re Corp                                                     87,875
                                                           400
                                                                      ----------
    INTERNET SERVICES -- 6.35%
      Amazon, Inc.*                                                       25,287
                                                           200
      America Online, Inc.                                                78,779
                                                           620
      Lycos, Inc.*                                                         8,125
                                                           200
      Yahoo, Inc.*                                                        52,338
                                                           400
                                                                      ----------
                                                                         164,529
                                                                      ----------
    MANUFACTURING -- 0.71%
      Danaher Corp                                                        11,981
                                                           300
      Illinois Tool Works                                             
                                                           100             6,413
                                                                      ----------
                                                                          18,394
                                                                      ----------
    MEDICAL SERVICES -- 1.81%
      Cardinal Health, Inc                                                35,461
                                                           375
      HBO & Co.                                                            7,875
                                                           300
      Health Management Assoc.*                                            3,563
                                                           200
                                                                      ----------
                                                                          46,899
                                                                      ----------

    OFFICE SUPPLIES -- 2.41%
      Staples, Inc.*                                                      47,306
                                                         1,450
      Office Depot, Inc.*                                                 15,000
                                                           600
                                                                      ----------
                                                                          62,306
                                                                      ----------
    PHARMACEUTICALS -- 14.21%
      Abbott Labs                                                     
                                                         1,745            81,906
      Lilly (Eli) & Co.                                               
                                                           500            40,469
      Merck & Co.                                                     
                                                           225            30,431
      Pfizer, Inc.                                                    
                                                         1,240           133,068
      Schering Plough Corp.                                           
                                                           800            82,300
                                                                      ----------
                                                                         368,174
                                                                      ----------
    PRECISION INSTRUMENTS & MEDICAL SUPPLIES -- 1.41%
      Guidant Corp                                                        30,600
                                                           400
      Hillenbrand Industries                                               5,919
                                                           100
                                                                      ----------
                                                                          36,519
                                                                      ----------
    RETAIL STORES - 14.81%
      BJ's Wholesale Club, Inc.*                                          28,750
                                                           800
      Costco Companies, Inc.*                                             65,261
                                                         1,150
      CVS Corp                                                            25,127
                                                           550
      Dollar Tree Stores, Inc.*                                           23,137
                                                           600
      Gap, Inc.                                                           21,043
                                                           350
      Home Depot, Inc.                                                    60,900
                                                         1,400
      Kroger Company*                                                     27,750
                                                           500
      Safeway, Inc.*                                                      33,468
                                                           700
      Wal Mart Stores, Inc.                                               98,325
                                                         1,425
                                                                      ----------
                                                                         383,761
                                                                      ----------
    SOFTWARE -- 4.08%
      Microsoft Corp                                                     105,874
                                                         1,000
                                                                      ----------
    TELECOMMUNICATIONS --8.35%
      Airtouch Communications*                                            22,400
                                                           400
      Lucent Technologies                                                 76,178
                                                           950
      MCI Worldcom, Inc.*                                                 55,250
                                                         1,000
      SBC Communications                                                  62,522
                                                         1,350
                                                                      ----------
                                                                         216,350
                                                                      ----------

              TOTAL COMMON STOCK (COST $2,053,716)                     2,509,862
                                                                      ----------

MISCELLANEOUS ASSETS -- 1.67%
      CoreFund (Cost $43,381)                                             43,381
                                                        43,381
                                                                      ----------

Total Investments (Cost $2,097,097) -- 98.56%                         $2,553,243
                                                                      ----------

Other Assets and Liabilities -- 1.44%                                     37,162
                                                                      ----------

TOTAL NET ASSETS -- 100.00%                                           $2,590,405
                                                                      ==========

<PAGE>

NOTES TO THE FINANCIAL STATEMENTS
OCTOBER 31, 1997

THE NOAH FUND
- --------------------------------------------------------------------------------

NOTES TO THE FINANCIAL STATEMENTS
October 31, 1998

1.       ORGANIZATION AND SIGNIFICANT ACCOUNTING POLICIES

     The Noah Investment Group, Inc. (the "Company") was incorporated  under the
laws of the state of Maryland on December 16, 1992,  and consists  solely of The
Noah Fund (the  "Fund").  The  Company  is  registered  as a  no-load,  open-end
diversified   management  investment  company  of  the  series  type  under  the
Investment  Company  Act of  1940  (the  "1940  Act").  The  primary  investment
objective  of the  Fund is to seek  capital  appreciation  consistent  with  the
preservation of capital, as adjusted for inflation, and current income. The Fund
will not invest in and may not acquire the  securities  of  businesses  that are
engaged, directly or through subsidiaries,  in the alcoholic beverage,  tobacco,
pornographic  and gambling  industries  or companies in the business of aborting
life before birth.  The Fund became  effective  with the Securities and Exchange
Commission ("SEC") on May 10, 1996 and commenced operations on May 17, 1996.

     The  costs   incurred  in  connection   with  the   organization,   initial
registration and public offering of shares,  aggregating $17,797, have been paid
by the  Manager  and will be  reimbursed  by the  Fund.  These  costs  are being
amortized  over the period of benefit,  but not to exceed  sixty months from the
Fund's commencement of operations. The proceeds of any redemption of the initial
shares  (seed  money) by the  original  stockholder  or any  transferee  will be
reduced by a pro-rata portion of any then unamortized organizational expenses in
the same  proportion as the number of initial shares being redeemed bears to the
number of initial shares outstanding at the time of such redemption. On December
12, 1996, one of the original  stockholders  redeemed his shares which consisted
of 50 percent of the seed money. This stockholder's  proceeds were reduced by 50
percent of the unamortized  deferred  organization asset ($15,756 at that time).
The  unamortized  deferred  organization  asset was reduced to $7,878  after the
adjustment.   The  adjusted   balance  will  be  amortized  over  the  remaining
amortization  period, not to exceed sixty months from the Fund's commencement of
operations.

<PAGE>

     The following is a summary of significant  accounting policies consistently
followed by the Fund.

a)  Investment  Valuation  --- Common  stocks and other  equity-type  securities
listed on a securities exchange are valued at the last quoted sales price on the
day of the  valuation.  Price  information  on listed  stocks is taken  from the
exchange where the security is primarily  traded.  Securities that are listed on
an  exchange  but which are not traded on the  valuation  date are valued at the
most recent bid prices.  Unlisted  securities  for which market  quotations  are
readily  available at the latest quoted bid price.  Other assets and  securities
for which no  quotations  are  readily  available  are  valued at fair  value as
determined in good faith by the Investment  Manager under the supervision of the
Board of Directors.  Short-term  instruments (those with remaining maturities of
60 days or less) are valued at amortized cost, which approximates market.

b) Federal  Income Taxes --- No provision for federal income taxes has been made
since the Fund has complied to date with the provisions of the Internal  Revenue
Code  applicable to regulated  investment  companies and intends to so comply in
the future and to distribute  substantially all of its net investment income and
realized  capital  gains in order to relieve  the Fund from all  federal  income
taxes.

c) Distributions  to Shareholders  --- Dividends from net investment  income and
distributions  of net realized  capital gains, if any, will be declared and paid
at least  annually.  Income and capital gain  distributions  are  determined  in
accordance with income tax regulations  that may differ from generally  accepted
accounting principles. The Fund's primary financial reporting and tax difference
relates to the differing treatment for the amortization of deferred organization
expenses.  Permanent financial reporting and tax differences are reclassified to
additional capital paid-in.

d) Use of 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.

e) Other --- Investment and shareholder transactions are recorded on trade date.
The Fund  determines the gain or loss realized from the investment  transactions
utilizing  an  identified  cost  basis.  Dividend  income is  recognized  on the
ex-dividend  date  or as soon as  information  is  available  to the  Fund,  and
interest income is recognized on an accrual basis.

<PAGE>

2.   CAPITAL SHARE TRANSACTIONS

     Transactions in shares of the Fund were as follows:

                                                  Year Ended      Year Ended
                                                  October 31,     October 31,
                                                     1998            1997
                                                   --------        -------
     Shares sold                                    102,577         35,309
     Shares issued to holders in
        reinvestment of dividends                       472            152

     Shares redeemed                                (26,084)        (6,765)
                                                   --------        -------
     Net Increase                                    76,965         28,696
                                                   ========        =======

3.   INVESTMENT TRANSACTIONS

     The aggregate  purchases  and sales of  investments,  excluding  short-term
investments, by the Fund for the year ended October 31, 1998, were as follows:

     Purchases:
        U.S. Government                    $        0
        Other                               2,316,502
     Sales:
        U.S. Government                             0
        Other                               1,100,353

     At October 31, 1998,  gross  unrealized  appreciation  and  depreciation of
investments for tax purposes were as follows:

     Appreciation                           $ 519,687
     (Depreciation)                           (63,541)
     Net appreciation on investments        $ 456,146
                                            ---------

     At  October  31,  1998,  the cost of  investments  for  federal  income tax
purposes was $2,098,625.

4.   AGREEMENTS

     The Fund has entered into a Management  Agreement with Polestar  Management
Company ("Polestar  Management").  Pursuant to its Management Agreement with the
Fund,  the Manager is entitled  to receive a fee,  calculated  daily and payable
monthly, at the annual rate of 1.00% as applied to the Fund's daily net assets.

     The Manager  voluntarily  agrees to reimburse its  management fee and other
expenses to the extent that total  operating  expenses  (exclusive  of interest,
taxes,  brokerage  commissions  and other costs incurred in connection  with the
purchase or sale of portfolio  securities,  and extraordinary  items) exceed the
annual rate of 1.75% of the net assets of the Fund,  computed on a daily  basis.
This  voluntary  reimbursement  may be terminated  upon approval of the Board of
Directors.

     Polestar  Management has obtained Geewax,  Terker & Company to serve as the
Fund's sub-investment adviser.

     Effective  January 1, 1998,  Declaration  Service  Company  was  engaged as
transfer  agent,  administrator  and  accounting  services  agent  for the Fund.
Declaration Distributors, Inc. will act as underwriter/distributor of the Fund.

     First Union National Bank, a publicly held bank holding company,  serves as
custodian for the Fund.

<PAGE>

5.   RELATED PARTY TRANSACTIONS

     Martin V. Miller, Esq., an Officer of the Fund, furnishes legal services to
the Fund.  For the year ended October 31, 1998,  the Fund  incurred  $12,104 for
such services.

<PAGE>

                              SANVILLE AND COMPANY

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS


To the Shareholders and Board of Directors of
The Noah Investment Group, Inc.:

We have audited the accompanying statement of assets and liabilities of The Noah
Fund (the "Fund") a portfolio of The Noah  Investment  Group,  Inc., (a Maryland
Corporation), including the schedule of investments, as of October 31, 1998, the
related  statement of operations for the year then ended,  and the statements of
changes in net assets for the year then ended.  These  financial  statements 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  are  free  of  material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  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
Noah Fund as of October 31, 1998, and the results of its operations, the changes
in its net assets  and its  financial  highlights  for the year then  ended,  in
conformity with generally accepted accounting principles.


                                       /s/ SANVILLE & COM,PANY
                                           CERTIFIED PUBLIC ACCOUNTANTS

Abbington, Pennsylvania
December 13, 1998



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