MORGAN FUNSHARES INC
N-30D, 1999-02-24
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             MORGAN FUNSHARES ANNUAL REPORT - LETTER TO SHARHOLDERS



Dear Fellow Shareholder:

The  basic  principles of this fund are showing positive results.   These  basic
principles are as follows:

Following the success of Warren Buffet, we buy and hold.  Fun Shares has not yet
sold any of its holdings.

We  have  so  far  purchased shares in companies with low priced,  habit-forming
commodities  and good trade names; the purpose being to have a fund  that  lasts
through the years.

Since  we  are  not  selling investments, there are not funds available  to  buy
shares in new companies.  This reduces the cost of transaction costs.

Although  the fund is small, it has attracted a lot of attention.  In fact,  Sir
John  Templeton,  the founder of The Templeton Funds, wrote me a  personal  note
congratulating  me  on  the  fact for a moment  at  least  Fun  Shares  was  the
outstanding performer in the closed-end mutual fund category.

Sincerely,


/s/ Burton D. Morgan

Burton D. Morgan
Morgan FunShares, Inc.


<PAGE>
Schedule of Investments
December 31,1998


                                                   Current    % of
Shares/Units                           Cost         Value    Assets
Beverage Alcoholic
  6,000 Anheuser Busch                101,236      393,750        
 10,000 Seagrams                      246,643      380,000        
                                      347,879      773,750   8.53%
Beverage Non-Alcoholic
  8,000 Coca Cola                     113,295      536,000        
 10,000 PepsiCo                       142,480      408,750        
                                      255,775      944,750  10.41%
Consumer Products - Retail
  4,000 Eastman Kodak                 192,390      288,000        
  3,000 Fortune Brands                 88,421       94,875        
                                      280,811      382,875   4.22%
Consumer Products - Paper
  8,000 Kimberly Clark                126,220      436,000   4.81%
                                                                  
Consumer Products - Food
    480 EarthGrains                     4,218       14,850        
  3,200 McDonalds                     141,680      245,800        
  6,000 RJR Nabisco                   203,925      178,125        
  1,000 Tricon Global Restaurants*     11,708       50,125        
  5,000 Wrigley Co.                   230,330      447,813        
                                      591,861      936,713  10.33%
Drugs & Toiletries
 10,000 Carter Wallace                126,301      196,875   2.17%
                                                                
Entertainment
 10,344 AMC Entertainment             133,490      217,870        
  5,000 Harrah's Entertainment*        93,851       78,438        
    400 Schweitzer-Mauduit              3,529        6,175        
 20,000 Time Warner                   206,446    1,241,250        
  9,000 Walt Disney                   123,565      270,000        
                                      560,881    1,813,733  19.99%
Gaming                                                          
 11,000 Circus Circus Enterprises*    292,182      124,437        
 10,000 International Gaming Tech     225,628      243,125        
                                      517,810      367,562   4.05%
Healthcare Products
  6,000 Bristol Myers Squibb          161,167      802,875        
  8,000 Gillette Co.                  167,590      382,500        
 12,000 Johnson & Johnson             202,705    1,006,500        
                                      531,462    2,191,875  24.16%
Tobacco                                                         
  3,000 Gallaher Group PLC             51,529       81,562        
 15,000 Phillip Morris                243,684      802,500        
                                      295,213      884,062   9.75%
                                                                
        Total of Securities**      $3,634,213   $8,928,195  98.42%
                                           
                                                                
112,508 Star Bank Treasury            112,508      112,508   1.24%
                                                                
        Total Investments          $3,746,721   $9,040,703  99.66%
                                                                

        Other Assets Less Liabilities               31,053   0.34%

        Net Assets Equivalent to $7.71 per
         share on  1,175,990 shares of capital
         stock outstanding                      $9,071,756 100.00%





*   Non Income Producing

**   Identified cost equals tax basis of securities.  Realized losses on
     investments expire in 2002 ($16,097),2003 ($26,492) and  2005 ($113,600).

  The Accompanying Notes are an Integral part of the Financial

<PAGE>
Morgan FunShares, Inc.

                                               Statement of Assets & Liabilities
                                                               December 31, 1998

              Assets:
                 Investment Securities at Market Value               $9,040,703
                   (Identified Cost - $3,746,721)                           100
                 Cash                                                       
                 Receivables:
                  Dividends and Interest                                 15,096
                  From related party                                     42,193
                       Total Assets                                   9,098,092
              Liabilities
                 Payables:                                               26,336
                   Accrued expenses                                      26,336
                       Total Liabilities                              9,071,756
              Net Assets                       
              Net Assets Consist of:
                 Capital Paid In                                      3,934,193
                 Undistributed Net Investment Income                          0
                 Accumulated Realized (Loss) on Investments - Net      (156,419)
                 Unrealized Appreciation in Value of Investments 
                   Based on Identified Cost - Net                     5,293,982
              Net Assets, for 1,175,990 Shares Outstanding           $9,071,756
              Net Asset Value ($9,071,756/1,175,990)                      $7.71

                                                         Statement of Operations
                                                               December 31, 1998

              Investment Income:
                   Dividends                                              3,472
                   Interest                                             123,911
                       Total  Investment Income                         127,383
              Expenses
                   Registration Expense                                   9,633
                   Trustee Fees (Note 3)                                  2,000
                   Accounting and Pricing                                39,929
                   Custody                                                5,792
                   Audit                                                  9,777
                   Legal                                                 32,013
                   Management Fees (Note 2)                              84,730
                   Printing & Other Miscellaneous                        13,432
                       Total Expenses                                   197,306
                   Reimburse of Management Fees (Note 2)                (34,827)
                       Total Expenses (after reimbursement)             162,479
              Net Investment Income (Loss)                              (35,096)


              Realized Gain (Loss) on Investments                             0
              Unrealized Gain (Loss) from Appreciation 
                (Depreciation) on Investments                         1,473,215
              Net Realized and Unrealized Gain 
                (Loss) on Investments                                 1,473,215

              Net Increase (Decrease) in Net Assets from Operations  $1,438,119

    The Accompanying Notes are an Integral Part of the Financial Statements.
<PAGE>
Morgan FunShares, Inc.

                                              Statement of Changes in Net Assets
                                                               December 31, 1998

                                                       01/01/98       01/01/97
                                                          to             to
                                                       12/31/98       12/31/97
From Operations:
     Net Investment Income                              (35,096)       $40,398
     Net Realized Gain (Loss) on Investments                  0       (113,600)
     Net Unrealized Appreciation (Depreciation)       1,473,215      1,437,098
     Increase (Decrease) in Net Assets 
       from Operations                                1,438,119      1,363,896
From Distributions to Shareholders
     Net Investment Income                                    0        (40,395)
     Net Realized Gain (Loss) from 
       Security Transactions                                  0              0
     Net  Increase (Decrease) from Distributions              0        (40,395)
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                           $1,438,119     $1,323,501
Net Assets at Beginning of Period (including 
    undistributed net investment income of $0).      $7,633,637     $6,310,136
Net Assets at End of Period (including 
    undistributed net investment income of $0)       $9,071,756     $7,633,637


                                                            Financial Highlights

Selected data for a share of common stock outstanding throughout the period:
<TABLE>
<S>                                                    <C>        <C>         <C>         <C>         <C>
                                                        01/01/98   1/01/97*    1/01/96*    1/01/95*    6/22/94*
                                                           to         to          to          to          to
                                                        12/31/98   12/31/97    12/31/96    12/31/95    12/31/94
Net Asset Value Beginning of Period                      $6.49      $5.37       $4.67       $3.66       $3.65
Net Investment Income                                    (0.03)      0.04       (0.04)       0.03        0.02
Net Gains or Losses on Securities
   (realized and unrealized)                              1.25       1.12        0.74        1.01        0.01
Total from Investment Operations                          1.22       1.16        0.70        1.04        0.03
Dividends
     (from net investment income)                         0.00      (0.04)       0.00       (0.03)      (0.02)
Distributions (from capital gains)                        0.00       0.00        0.00        0.00        0.00
Return of Capital                                         0.00       0.00        0.00        0.00        0.00
     Total Distributions                                  0.00      (0.04)       0.00       (0.03)      (0.02)
Net Asset Value -
     End of Period                                       $7.71      $6.49       $5.37       $4.67       $3.66
Total Return                                             18.80%     21.61%      15.01%      28.29%       0.68%
Ratios/Supplemental Data
Net Assets -
     End of Period (Thousands)                           9,072      7,634       6,310       5,486       4,306
Ratio of Expenses to Average Net Assets
     (before reimbursements)                              2.43       1.99        2.80        2.04        1.06
Ratio of Expenses to Average Net Assets 
     (after reimbursements)                               2.00       1.31        2.80        2.04        1.06
Ratio of Net Income to Average Net Assets 
     (before reimbursements)                             (0.86)     (0.11)      (0.71)       0.59        0.47
Ratio of Net Income to Average Net Assets 
     (after reimbursements)                              (0.43)      0.58       (0.71)       0.59        0.47
Portfolio Turnover Rate                                      0%         0%          0%          2%          6%

</TABLE>

*Adjusted for a 2 for 1 stock split in 1998

    The Accompanying Notes are an Integral Part of the Financial Statements.
<PAGE>
Morgan FunShares, Inc.

                                                   Notes to Financial Statements
                                                               December 31, 1998

1.Significant  Accounting  Policies  Morgan  FunShares,   Inc.,  (The  Fund),  a
  non-diversified,   closed-end   management   investment   company  that  seeks
  appreciation of capital, primarily through investments in equity securities of
  companies  that derive 50% or more of their revenues from the sale of consumer
  durable products and  entertainment.  The Fund 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 liabilities at the date of the financial  statements and
  the reported  amounts of revenues and expenses  during the  reporting  period.
  Actual results could differ from those estimates.

2.Investment Advisory Agreement
  The Fund has entered  into an  investment  advisory  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.  The advisor will reimburse the fund for any
  management  fees whish  cause the total  expenses  to exceed 2% of average net
  assets. The Advisor war paid $49,903 during 1998 net of reimbursements.

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
  administrative  services to the Fund.  Each director who is not an "affiliated
  person" receives an attendance fee of $100
  per meeting.
<PAGE>
Morgan FunShares, Inc.

                                                   Notes to Financial Statements
                                                               December 31, 1998

  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 $0 for the period ending December 31, 1998.

4.Capital  Stock and  Distribution  At December  31, 1998,  2,500,000  shares of
  capital stock without par value were authorized,  and paid-in capital amounted
  to $3,969,286. Transactions in common stock were as follows:


          Shares sold                                     0
          Shares issued by 2 for 1 stock split      587,995
          Shares retired
                                                          0
          Net Increase                              587,955
          Shares Outstanding:
              Beginning of Period                   587,995
              End of Period                       1,175,910

  Distributions to shareholders are recorded on the ex-dividend  date.  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, 1998,
  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 December 31, 1998.

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.

8.Security Transactions
  For Federal income tax purposes, the cost of investments owned at December 31,
  1998 was the same as identified cost.

  At December 31, 1998, the composition of unrealized  appreciation  (the excess
  of value over tax cost) and  depreciation  (the excess of tax cost over value)
  was as follows:

  Appreciation     (Depreciation)    Net Appreciation
                                      (Depreciation)
    5,502,940        (208,958)          5,293,982

9.Reclassification
  In accordance with AICPA Statement of Position 93-2, the components of the net
  assets  of the  Fund  have  been  reclassified  to the  extent  that  the  net
  investment loss of ($35,096)  sustained  during the fiscal year ended December
  31, 1998, which represents a permanent difference for income tax purposes, has
  been reclassified as a decrease in the net capital paid in.
<PAGE>




                          INDEPENDENT AUDITOR'S REPORT


To The Shareholders and
Board of Directors
Morgan FunShares, Inc.

We  have audited the accompanying statement of assets and liabilities of  Morgan
FunShares, Inc., including the schedule of portfolio investments, as of December
31,  1998, 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 four years in the period  then
ended  and  for  the period from June 22, 1994 (commencement of  operations)  to
December 31, 1994.  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, 1998, by correspondence with the custodian.
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 Morgan
FunShares, Inc. as of December 31, 1998, 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 four years  in
the  periods  then ended and for the period from June 22, 1994 (commencement  of
operations)  to  December  31,  1994,  in  conformity  with  generally  accepted
accounting principles.


/s/ McCurdy & Associates

McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
January 25, 1999



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