MORGAN FUNSHARES INC
ARS, 1997-03-03
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             MORGAN FUNSHARES ANNUAL REPORT- LETTER TO SHAREHOLDERS


Dear Shareholder:

The year 1996 proved to be another good year for the value of the stocks in your
company.  The Net Asset  Value  (NAV) of the Fund's  shares  increased  by 14.9%
during  1996.  The closing  "Bid" price of the Fund's  shares,  as traded on the
NASDAQ Exchange,  increased 17.2% over the same period.  There was more interest
in the Fund's  shares  during the past year as was  evidenced by the increase in
the average monthly volume from approximately 12,900 shares per month in 1995 to
approximately 23,900 shares per month in 1996.

The  national  media  continues  to portray  the Fund as a "Sin" Fund due to our
holdings  in  liquor,  tobacco  and  gambling  companies.  Although  we  do  not
completely  agree with this  representation,  it has  continued to give us media
exposure. To the best of our knowledge,  we remain the only Fund that invests in
companies  whose  principal  product or service is a consumer  non-durable  that
tends to be habitual. We strongly believe that investing in these companies will
prove to be very  rewarding over the long term. We look forward to the continued
media  exposure  based on our "Sin" stocks as we believe that this will continue
to generate interest in your Fund.

The Fund is closed-end for safety  purposes to protect the assets in the case of
a heavy  market  downturn.  If a large number of  shareholders  wanted to redeem
their  shares,  it could  cause an  open-end  Fund  Manager  to engage in forced
selling at distressed  prices; a closed-end Fund Manager is not subject to these
market pressures. A closed-end Fund shareholder could sell his individual shares
at a  distressed  price,  but the Fund  would  not be  forced to sell any of its
holdings.

The portfolio  holdings of the Fund remained  unchanged from holdings at the end
of June, 1996. The only two additions to the portfolio since the end of 1995 are
American Brands and McDonalds Corp. These two securities were added in the first
half of 1996.


Sincerely,



Burton D. Morgan


<PAGE>
MORGAN FUNSHARES, INC.

Schedule of  Investments
December 31, 1996

- --------------------------------------------------------------------------------
Shares/Units                              Cost      Current Value   % of Assets
- --------------------------------------------------------------------------------
Beverage Alcoholic
   6,000  Anheuser Busch                101,236        240,000
  10,000  Seagrams                      246,643        387,500
                                        -------        -------
                                        347,879        627,500         9.95%
Beverage Non-Alcoholic
   8,000  Coca Cola                     113,295        421,000
  10,000  PepsiCo                       154,188        292,500
                                        -------        -------
                                        267,483        713,500        11.31%
Consumer Products - Retail
   4,000  Eastman Kodak                 192,390        321,000
   6,666  Frederick's of Hollywood "A"   89,528         27,497
  13,332  Frederick's of Hollywood "B"  179,056         54,994
                                        -------        -------
                                        460,974        403,491         6.39%
Consumer Products - Paper
   4,000  Kimberly Clark                126,220        381,000         6.04%

Consumer Products - Food
     120  EarthGrains                     4,218          6,270
   3,200  McDonalds                     141,680        145,200
   6,000  RJR Nabisco                   203,925        204,000
   5,000  Wrigley Co.                   230,330        281,250
                                        -------        -------
                                        580,153        636,720        10.09%
Drugs & Toiletries
  10,000  Carter Wallace                126,301        156,250         2.48%

Entertainment         
   6,000  AMC Ent $1.75 CV Pfd          133,490        162,000
   5,000  Harrah's Entertainment*        93,851         99,375
     400  Schweitzer-Mauduit              3,529         12,650
  10,000  Time Warner                   206,446        375,000
   3,000  Walt Disney                   123,565        209,250
                                        -------        -------
                                        560,881        858,275        13.60%
Gaming
  11,000  Circus Circus Enterprises*    292,182        378,125
  10,000  International Gaming Tech     225,628        182,500
                                        -------        -------
                                        517,810        560,625         8.88%
Healthcare Products
   3,000  Bristol Myers Squibb          161,167        327,000
   4,000  Gillette Co.                  167,590        311,000
  12,000  Johnson & Johnson             202,705        597,000
                                        -------        -------
                                        531,462      1,235,000        19.57%
Tobacco
   3,000  American Brands               139,950        148,875
   5,000  Phillip Morris                243,684        565,000
                                        -------        -------
                                        383,634        713,875        11.31%
                             
      Total**                        $3,902,797     $6,286,236        99.62%
      Other Assets Less Liabilities                    $23,900         0.38%
      Net Assets Equivalent to $10.73 
        per share on 587,995 shares of 
        capital stock outstanding                   $6,310,136       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
December 31, 1996

Assets:
  Investment Securities at Market Value
    (Identified Cost - $3,902,797)                                   $6,286,236
  Cash                                                                   20,524
  Receivables:
    Dividends and Interest                                               13,878
                                                                      ---------
        Total Assets                                                  6,320,638

Liabilities
  Payables:
    Shareholder Distributions                                                 0
    Accrued Expenses                                                     10,502
                                                                      ---------
        Total Liabilities                                                10,502

Net Assets                                                            6,310,136
Net Assets Consist of:
  Capital Paid In                                                     4,011,457
  Undistributed Net Investment Income                                   (42,171)
  Accumulated Realized Gain (Loss) on Investments - Net                 (42,589)
  Unrealized Appreciation in Value of Investments 
    Based on Identified Cost - Net                                    2,383,439
                                                                     ----------
Net Assets, for 587,995 Shares Outstanding                           $6,310,136
Net Asset Value ($6,310,136 / 587,995)                                   $10.73


Statement of Operations
December 31, 1996

Investment Income:
    Dividends                                                           114,527
    Interest                                                             10,489
                                                                        -------
        Total Investment Income                                         125,016

Expenses
    Registration Expense                                                  4,574
    Trustee Fees (Note 3)                                                   800
    Accounting Pricing and Transfers                                     26,349
    Custody                                                               6,146
    Audit                                                                 6,000
    Legal                                                                40,936
    Management Fees (Note 2)                                             59,963
    Proxy Solicitation                                                   16,033
    Printing & Other Miscellaneous                                        6,386
                                                                        -------
        Total Expenses                                                  167,187

Net Investment Income                                                   (42,171)
   Realized Gain (Loss) on Investments                                        0
   Unrealized Gain (Loss) from Appreciation 
     (Depreciation) on Investments                                      865,489
                                                                        -------
Net Realized and Unrealized Gain (Loss) on Investments                  865,489

Net Increase (Decrease) in Net Assets from Operations                  $823,318
                                                                       ========
                     The Accompanying Notes are an Integral
                       Part of the Finanacial Statements.
                                     <PAGE>
MORGAN FUNSHARES, INC.

Statement of Changes in Net Assets
                                                          01/01/96    01/01/95
                                                             to          to
                                                          12/31/96    12/31/95
From Operations:
    Net Investment Income                                   29,401     (42,171)
    Net Realized Gain (Loss) on Investments                      0     (26,492)
    Net Unrealized Appreciation (Depreciation)             865,489   1,207,079
                                                           -------   ----------
    Increase (Decrease) in Net Assets from Operations      823,318   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     (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                                 823,318   1,180,588

Net Assets at Beginning of Period (including 
undistributed net investment income of $0)               5,486,818   4,306,230

Net Assets at End of Period (including 
undistributed net investment income of $0).              6,310,136   5,486,818


Financial Highlights
                                              01/01/96    01/01/95    06/22/94
  Selected Data for a Share of Common            to          to          to
  Stock Outstanding Throughout the Period:    12/31/96    12/31/95    12/31/94
                                             ----------------------------------
Net Asset Value -
    Beginning of Period                        $9.33       $7.32       $7.31
Net Investment Income                          (0.07)       0.05        0.04
Net Gains or Losses on Securities
    (realized and unrealized)                   1.47        2.01        0.01
                                                ----        ----        ----
Total from Investment Operations                1.40        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                             $10.73       $9.33       $7.32
Total Return                                   15.01%      28.29%       0.68%
Ratios/Supplemental Data
Net Assets -
    End of Period (Thousands)                  6,310       5,486       4,306
Ratio of Expenses to Average Net Assets         2.80%       2.04%       1.06%
Ratio of Net Income to Average Net Assets      (0.71%)      0.59%       0.47%
Portfolio Turnover Rate                            0%          2%          6%

                     The Accompanying Notes are an Integral
                       Part of the Financial Statements.
<PAGE>
MORGAN FUNSHARES, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

     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,  registered  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.  Securities for
     which market  quotations  are not readily  available will be valued at fair
     value as determined in good faith pursuant to procedures established by the
     Board of Directors.

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

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

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

     2.) Investment  Advisory  Agreement The Fund has entered into an investment
     advisory  agreement with Burton D. Morgan.  The Investment Advisor receives
     from the Fund as compensation for his services to the Fund an annual fee of
     1% of the  average  value of the Fund's net assets up to  $150,000,000  and
     0.75%  of  the  average  value  of the  Fund's  net  assets  in  excess  of
     $150,000,000.
<PAGE>
MORGAN FUNSHARES, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

     3.) Related Party  Transactions  Certain  officers and/or  directors of the
     Fund  are  officers  and/or  directors  of  the  parent  company  of  Maxus
     Information  Systems,  Inc,  which provides  administative  services to the
     Fund.  Each  director  who  is  not  an  "affiliated  person"  receives  an
     attendance fee of $100 per meeting. Maxus Securities is a registered broker
     dealer.  Certain  officers and/or directors of the Fund are officers and/or
     directors of the broker dealer. Maxus Securities effected substantially all
     of the  investment  portfolio  transactions  for the Fund. For this service
     Maxus  Securities  received  commissions  of  $930  for the  period  ending
     December 31, 1996.

     4.)  Capital Stock and Distribution
     At December 31, 1996,  1,000,000  shares of capital  stock ($.10 par value)
     were authorized,  and paid-in capital amounted to $3,969,286.  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
                                                                  =======

     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.

     5.)  Purchases and Sales of Securities
     During  the  period  ended  December  31,  1996,  purchases  and  sales  of
     investment securities other than U.S. Government obligations and short-term
     investments aggregated $281,630 and $0 respectively.

     6.)  Financial Instruments Disclosure
     There are no reportable  financial  instruments  which have any off-balance
     sheet risk as of December 31, 1996.

     7.)  Ownership - Control
     Approximately 65% of the Fund's  outstanding  shares are owned by Burton D.
     Morgan and his  family.  Burton D. Morgan is a Director of the Fund and the
     Fund's  investment  advisor.  Burton  D.  Morgan  may  be  deemed  to  be a
     controlling person.
<PAGE>
MORGAN FUNSHARES, INC.

NOTES TO FINANCIAL STATEMENTS
DECEMBER 31, 1996

     8.)  Security Transactions
     For Federal income tax purposes,  the cost of investments owned at December
     31,  1996 was the same as  identified  cost.  

     At December 31, 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)
        ------------       --------------        -------------------------------
         2,612,660            (229,221)                     2,383,439

     9.)  Reclassification of Capital Accounts
     The Fund has adopted Statement of Position 93-2, Determination,  Disclosure
     and Financial Statement  Presentation of Income, Capital Gain and Return of
     Capital  Distributions  by  Investment  Companies.  As  a  result  of  this
     statement,   the  Fund  changed  the  classification  of  distributions  to
     shareholders to better disclose the differences between financial statement
     amounts  and  distributions   determined  in  accordance  with  income  tax
     regulations.  Accordingly,  undistributed  net  investment  loss  has  been
     adjusted to paid in capital as of December,  1996 in the following amounts.
     These  restatements did not affect net investment income, net realized gain
     (loss) or net assets for the year ended December 31, 1996.

        Capital Paid In            Undistributed Net Investment Loss
        ---------------            ---------------------------------
           (42,171)                             42,171

<PAGE>
                       INDEPENDENT AUDITOR'S REPORT



To The Shareholders and
Board of Directors:
Maxus Laureate Fund

We have audited the  accompanying  statement of assets and  liabilities of Maxus
Laureate Fund, including the schedule of portfolio  investments,  as of December
31, 1996, and the related  statement of operations for the year then ended,  the
statement of changes in net assets for each of the two years in the periods then
ended, and financial  highlights for each of the three years in the periods then
ended  and for the  period  from May 1, 1993  (commencement  of  operations)  to
December 31, 1993. These financial  statements and financial  highlights are the
responsibility  of the Fund's  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of investments and cash held by
the custodian as of December 31, 1996, by correspondence  with the custodian and
brokers.  An audit also includes  assessing the accounting  principles  used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  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 Maxus
Laureate  Fund as of December 31, 1996,  the results of its  operations  for the
year then ended,  the changes in its net assets for each of the two years in the
periods then ended, and the financial  highlights for each of the three years in
the periods then ended and for the period from May 1, 1993 to December 31, 1993,
in conformity with generally accepted accounting principles.





McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
January 15, 1997
<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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