MORGAN FUNSHARES INC
N-30D, 1996-08-28
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Morgan FunShares, Inc.


To Our Shareholders:

We have now been in  business  two years and have shown an  increase in value of
21% each year.  Our program of buying shares of companies  with good  trademarks
and selling low priced  commodities  that are essential to daily life is proving
worthwhile  at this early  stage.  This policy has  attracted a lot of publicity
since  editors  have picked up alcohol and tobacco and called it a "sin  stock".
Hopefully,  this heavy  publicity will cause the market price to rise even if it
is not entirely correct.

In July we added McDonalds Corp and American Brands to the portfolio--two  great
companies  that  fit  nicely  into  the  profile  of  Morgan   FunShares'  other
investments.




Burton D. Morgan


<PAGE>


                                                         Schedule of Investments
                                                       June 30, 1996 (unaudited)
- --------------------------------------------------------------------------------
                                                                          % of  
Shares/Units                                         Cost  Current Value  Assets
================================================================================
Beverage Alcoholic
    3,000   Anheuser Busch .....................    105,454     225,000
   10,000   Seagrams ...........................    246,643     336,250
                                                   --------    --------
                                                    352,097     561,250   9.04%
Beverage Non-Alcoholic
    4,000   Coca Cola ..........................    113,295     392,000
    5,000   PepsiCo ............................    154,188     355,000
                                                   --------    --------
                                                    267,483     747,000  12.04%
Consumer Products - Retail
    4,000   Eastman Kodak ......................    192,390     311,000
    6,666   Frederick's of Hollywood "A" .......     89,528      33,330
   13,332   Frederick's of Hollywood "B" .......    179,056      59,994
                                                   --------    --------
                                                    460,974     404,324   6.52%
Consumer Products - Paper
    4,000   Kimberly Clark .....................    126,220     309,000   4.98%

Consumer Products - Food
    6,000   RJR Nabisco ........................    203,925     190,500
    5,000   Wrigley Co. ........................    230,330     252,500
                                                   --------    --------
                                                    434,255     443,000   7.14%
Drugs & Toiletries
  10,000    Carter Wallace .....................    126,301     146,250   2.36%

Entertainment
    6,000   AMC Ent $1.75 CV Pfd ...............    133,490     285,750
    5,000   Harrah's Entertainment* ............     93,851     141,250
      400   Schweitzer-Mauduit* ................      3,529      11,250
   10,000   Time Warner ........................    206,446     392,500
    3,000   Walt Disney ........................    123,565     188,625
                                                   --------    --------
                                                    560,881   1,019,375  16.43%
Gaming
   11,000   Circus Circus Enterprises* .........    292,182     451,000
   10,000   International Gaming Tech ..........    225,628     168,750
                                                   --------    --------
                                                    517,810     619,750   9.99%
Healthcare Products
    3,000   Bristol Myers Squibb ...............    161,167     270,000
    4,000   Gillette Co. .......................    167,590     249,500
    6,000   Johnson & Johnson ..................    202,705     594,000
                                                   --------    --------
                                                    531,462   1,113,500  17.94%
Tobacco
    5,000   Phillip Morris .....................    243,684     520,000   8.38%

            Total** ............................ $3,621,167  $5,883,449  94.82%

            Other Assets Less Liabilities ...... ..........    $321,661   5.18%
            Net Assets Equivalent to $10.55 per share on
            587,995 shares of capital stock outstanding ...  $6,205,110 100.00%


* Non Income Producing
** Identified cost equals tax basis of securities. Realized losses on 
   investments expire in 2002 ($16,097) and 2003 ($26,492).


The accompanying notes are an integral part of the financial statements.

<PAGE>

Morgan FunShares, Inc.
                                               Statement of Assets & Liabilities
                                                       June 30, 1996 (unaudited)

Assets:
  Investment Securities at Market Value  
    (Identified Cost - $3,621,167) .......................  $     5,883,449
  Cash ...................................................          326,207
  Receivables:
    Dividends and Interest ...............................           1,775
                                                                ----------
      Total Assets .......................................       6,211,431
Liabilities
  Payables:
    Accrued Expenses .....................................           6,321
                                                                ----------
      Total Liabilities ..................................           6,321
Net Assets ...............................................       6,205,110
Net Assets Consist of:
  Capital Paid In ........................................       4,011,457
  Undistributed Net Investment Income ....................         (26,040)
  Accumulated Realized Gain on Investments - Net .........         (42,589)
  Unrealized Appreciation in Value of Investments 
    Based on Identified Cost - Net .......................       2,262,282
                                                                ----------
Net Assets, for 587,995 Shares Outstanding ............... $     6,205,110
Net Asset Value ($6,205,110 / 587,995) ................... $         10.55



                                                         Statement of Operations
                                     January 1 through June 30, 1996 (unaudited)

Investment Income:
  Dividends ..................................................      37,305
  Interest ...................................................       9,354
                                                                ----------
    Total Investment Income ..................................      46,659
Expenses
  Registration Expense .......................................       4,449
  Transfer Agent and Pricing .................................       8,639
  Custody ....................................................       6,678
  Audit ......................................................       3,236
  Legal ......................................................       6,984
  Management Fees (Note 2) ...................................      30,704
  Advertising ................................................      10,380
  Printing & Other Miscellaneous .............................       1,629
                                                                ----------
    Total Expenses ...........................................      72,699
Net Investment Income (Loss) .................................     (26,040)
  Realized Gain (Loss) on Investments ........................           0
  Unrealized Gain (Loss) from
    Appreciation (Depreciation) on Investments ...............     744,332
                                                                ----------
Net Realized and Unrealized Gain (Loss) on Investments .......     744,332

Net Increase (Decrease) in Net Assets from Operations ........     718,292
                                                                ==========

   The accompanying notes are an integral part of the financial statements.


<PAGE>


                                              Statement of Changes in Net Assets
                                                       June 30, 1996 (unaudited)

                                                      01/01/96        01/01/95
                                                         to              to
                                                      06/30/96        12/31/95
                                                      --------        --------
From Operations:
  Net Investment Income ............................    29,401         (26,040)
  Net Realized Gain (Loss) on Investments ..........         0         (26,492)
  Net Unrealized Appreciation(Depreciation) ........   744,332       1,207,079
                                                     ---------      ----------
  Increase (Decrease) in Net Assets from Operations    718,292       1,209,988
From Distributions to Shareholders
  Net Investment Income                                      0         (29,400)
  Net Realized Gain (Loss) from Security Transactions        0               0
  Net Increase (Decrease) from Distributions .......         0               0
                                                     ---------      ----------
                                                             0         (29,400)
From Capital Share Transactions:
  Proceeds From Sale of 0 Shares ...................         0               0
  Cost of Shares Retired ...........................         0               0
                                                     ---------      ----------
                                                             0               0
Net Increase in Net Assets .........................   718,292       1,180,588
Net Assets at Beginning of Period (including 
  undistributed net investment income 
  of $29,401 and $0, respectively) ................. 5,486,818       4,306,230
Net Assets at End of Period (including 
  undistributed net investment income
  of ($26,040) and $0, respectively) ............... 6,205,110       5,486,818




                                                            Financial Highlights

Selected data for a share of common stock outstanding throughout the period:

                                             01/01/96   01/01/95   06/22/94
                                                   to         to         to
                                             06/30/96   12/31/95   12/31/94

Net Asset Value -
  Beginning of Period .....................  $   9.33   $   7.32   $   7.31
Net Investment Income .....................     (0.04)      0.05       0.04
Net Gains or Losses on Securities
  (realized and unrealized) ...............      1.26       2.01       0.01
                                               ------     ------     ------
Total from Investment Operations ..........      1.22       2.06       0.05
Dividends (from net investment income) ....      0.00      (0.05)     (0.04)
Distributions (from capital gains) ........      0.00       0.00       0.00
Return of Capital .........................      0.00       0.00       0.00
                                               ------     ------     ------
  Total Distributions .....................      0.00      (0.05)     (0.04)
Net Asset Value -
  End of Period ...........................  $  10.55   $   9.33   $   7.32
Total Return ..............................     13.08%     28.29%      0.68%
Ratios/Supplemental Data
Net Assets -
  End of Period (Thousands) ...............     6,205      5,487      4,306
Ratio of Expenses to Average Net Assets ...      1.23%      2.04%      1.06%
Ratio of Net Income to Average Net Assets .     (0.44)%     0.60%      0.47%
Portfolio Turnover Rate ...................      0.00%      0.02%      0.06%
Average Commission Rate Paid ..............  $ 0.0000


   The accompanying notes are an integral part of the financial statements.


<PAGE>
Morgan FunShares, Inc.
                                                   Notes to Financial Statements
                                                       June 30, 1996 (unaudited)

1.)Significant Accounting Policies
   Morgan FunShares, Inc., (The Fund), a non-diversified,  closed-end management
   investment  company,  was  incorporated  under the laws of the State of Ohio,
   registering  under The  Investment  Company Act of 1940, as amended for years
   ending after December 31, 1993.  Significant  accounting policies of the Fund
   are presented below:

   Securities Valuation:
   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 or at fair value.  Short-term  investments are
   valued at  amortized  cost,  which  approximates  market  value.  The cost of
   securities  sold is determined on the identified  cost basis.  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.

   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 calendar  year,  any  remaining  net  investment  income and net realized
   capital gains.


2.)Investment Advisory Agreement
   The Fund has entered into an investment advisory and administration agreement
   with Burton D.  Morgan.  The  Investment  Advisor  receives  from the Fund as
   compensation  for its  services  to the Fund an annual fee of 1% on the first
   $150,000,000 of the Fund's net assets,  and 0.75% of the Fund's net assets in
   excess of $150,000,000.


3.)Capital Stock and  Distribution
   At June 30,  1996,  1,000,000  shares of common  stock  ($.10 par value) were
   authorized,  and paid-in  capital  amounted to  $4,011,457.  Transactions  in
   common stock were as follows:


               Shares sold                     0
               Shares retired                  0
               Net Increase                    0
               Shares Outstanding:
                   Beginning of Period   587,995
                                        --------
                   End of Period         587,995
                                        ========

<PAGE>
Morgan FunShares, Inc.
                                                   Notes to Financial Statements
                                                       June 30, 1996 (unaudited)

   Distributions to shareholders are recorded on the ex-dividend date.  Payments
   in excess of net  investment  income or of  accumulated  net  realized  gains
   reported  in  the  financial   statements   are  due  primarily  to  book/tax
   differences.  Payments due to permanent differences have been charged to paid
   in  capital.  Payments  due to  temporary  differences  have been  charged to
   distributions in excess of net investment income or realized gains.


4.)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.


5.)Purchases and  Sales of Securities
   During the period  ended June 30,  1996,  purchases  and sales of  investment
   securities other than U.S. Government  obligations and short-term investments
   aggregated $0 and $0 respectively.


6.)Financial Instruments Disclosure
   There are no  reportable  financial  instruments  which have any  off-balance
   sheet risk as of June 30, 1996.


7.)Ownership-Control
   Approximately 65% of the Fund's outstanding shares are owned by Burton Morgan
   and his family. Burton Morgan is a Director of the Fund. Burton Morgan may be
   deemed to be a controlling person.


8.)Security Transactions
   For federal income tax purposes,  the cost of  investments  owned at June 30,
   1996 was the same as identified cost.

   At June 30, 1996, 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)
      2,507,846             (245,564)                   2,262,282


<PAGE>


                             Morgan FunShares, Inc.
                 28601 Chagrin Boulevard, Cleveland, Ohio 44122
                                 (216) 292-3434


                               INVESTMENT ADVISOR
                                Burton D. Morgan
                           10 West Streetsboro Street
                               Hudson, Ohio 44236

                               BOARD OF DIRECTORS
                                   Keith Brown
                               William K. Cordier
                                J. Martin Erbaugh
                                James M. Hojnacki
                                Burton D. Morgan
                                Robert F. Pincus
                                 F. Carl Walter

                                    OFFICERS
                           Burton D. Morgan, Chairman
                           Robert F. Pincus, President
                        James C. Onorato, Vice-President
                        Catherine Kantorowski, Secretary

                                    CUSTODIAN
                                Star Bank, N. A.
                                425 Walnut Street
                                 P. O. Box 1118
                           Cincinnati, Ohio 45201-1118

                                 TRANSFER AGENT
                                Star Bank, N. A.
                                425 Walnut Street
                                 P. O. Box 1118
                           Cincinnati, Ohio 45201-1118

                                  LEGAL COUNSEL
                        Buckingham, Doolittle & Burroughs
                        One Cleveland Center, Suite 1700
                             1375 East Ninth Street
                           Cleveland, Ohio 44114-1724

                                     AUDITOR
                         McCurdy & Associates CPA's Inc
                               27955 Clemens Road
                              Westlake, Ohio 44145


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