ITEM 1. REPORTS TO STOCKHOLDERS Combined Penny Stock Fund, Inc. 2001 Annual Report The Company Combined Penny Stock Fund, Inc. (the "Fund") is registered under the Investment Company Act of 1940 as a closed-end investment company. Shares of the Fund are bought and sold over-the-counter on the Bulletin Board under the symbol "PENY". All, or nearly all, capital gains and dividends are reinvested in the Fund. TO OUR SHAREHOLDERS; It has been a very difficult year for the Country, the markets, and for Combined Penny Stock Fund, Inc. During the year ended September 30, 2001 the Funds' Net Asset Value decreased 32% from $.028 per share to $.019 per share. A number of the stocks that we held in our portfolio increased in value nicely during the year and were sold for realized gains. While these results are in line with the typical equity fund offerings, they are still unacceptable from our perspective. We have recently made some investments in the tech arena which we believe will be one of the strongest sectors in the coming year. How long the U.S. economy remains weak is completely unknown. We do know, however, that the Federal Reserve and the U.S. Government continues to react to the conditions with additional rate reductions and stimulus packages. The Board of Directors has once again authorized the repurchase of up to five percent(5%) of the outstanding shares at or below net asset value for this fiscal year. During the year just ended, we were able to purchase 1,755,000 shares. Thanks to our shareholders for their continued support of the Fund, Sincerely John R. Overturf, Jr. President Combined Penny Stock Fund, Inc. September 30, 2001 Corporate Information - ------------------------------------------------------------------------------- Officers and Directors Stock Transfer Agent John R. Overturf, Jr., President/Director Computershare Investor Services, Inc. Dr. A. Leonard Nacht, Secretary/Director 12039 West Alameda Parkway Suite #Z-2 Brian E. Power, Director Lakewood, CO 80228 Jeffrey J. Kormos, Director Corporate Headquarters Independent Auditors Combined Penny Stock Fund, Inc. Stockman Kast Ryan & Company, LLP. 6180 Lehman Drive, Suite 103 102 North Cascade Avenue, Suite 450 Colorado Springs, CO 80918-3415 Colorado Springs, CO 80903-1418 Custodian of Portfolio Securities Counsel US Bank Brenman, Key & Bromberg, P.C. Mellon Financial Center 1775 Sherman Street, Suite 1001 Denver, CO 80203 Statement of Assets and Liabilities as of September 30, 2001 - ------------------------------------------------------------------------------- Assets Investments: Investments in securities of unaffiliated issuers (identified cost $1,412,094) $ 339,139 Investments in securities of affiliated issuers (identified cost $209,354) 1,882 Total 341,021 Cash and Equivalents 588,534 Total Assets 929,555 Liabilities Payables: Accounts Payable 1,177 Total Liabilities 1,177 Net Assets $ 928,378 Net Asset Value per Share $ .019 Analysis of Net Assets Common Stock, $.001 par value, 100,000,000 shares authorized, 49,016,000 issued and outstanding $ 49,016 Additional paid-in capital 5,901,526 Net capital paid in on shares of capital stock $5,950,542 Accumulated Loss: Net investment loss (3,230,868) Accumulated realized loss (510,870) Net unrealized depreciation of investments (1,280,426) Total accumulated loss (5,022,164) Net Assets $ 928,378 See notes to financial statements 2 Schedule of Investments in Unaffiliated Issuers as of September 30, 2001 - ------------------------------------------------------------------------------- Units, Shares or Warrants Value (a) - ------------------------------------------------------------------------------- Common Stocks - 32.89% Capital Foods - 1.10% 20,000 International Airline Support Group, Inc. $ 10,200 Communications - 5.98% 2,080 Worldcom, Inc. $ 31,283 4,000 L M Ericsson Telephone Company 13,960 9,000 CMGI, Inc. 9,000 5,000 MDU Communications, Int'l 1,250 5,682 Voice It Worldwide, Inc. - units 0 Group Subtotal: 55,493 Data Processing\Computer - 6.70% 6,000 Atmel Corporation $ 40,080 5,000 Cray, Inc. 10,250 6,000 Palm, Inc. 8,760 10,000 High Speed Access Corp. 1,600 10,000 Syscom Int'l. Corp. 1,450 7,500 Prism Software Corporation 113 Group Subtotal: 62,253 Electronics - 1.94% 3,000 Lucent Technologies, Inc. $ 17,190 5,800 Surge Components, Inc. 870 Group Subtotal: 18,060 3 Schedule of Investments in Unaffiliated Issuers as of September 30, 2001 - ------------------------------------------------------------------------------- Units, Shares or Warrants Value (a) - ------------------------------------------------------------------------------- Common Stocks - 32.89% (Continued) Entertainment - .02% 13,000 IRV.com, Incorporated 162 Finance - 2.36% 2,500 Netbank, Inc. $ 20,925 2,500 Global Capital Partners, Inc. 950 Group Subtotal: 21,875 Hobbies/Collectors - 1.70% 20,000 Collectors Universe, Inc. $ 15,800 Manufacturing - 2.42% 15,000 Guardian Technologies, Inc. $ 9,150 2,000 Concord Camera, Inc. 8,760 10,000 Luxor Industrial Corp. 1,712 36,500 Veritec, Inc. 1,369 2,500 Zapworld.com 1,050 800 Aura Systems, Inc. 352 135,000 Cable and Co. Worldwide, Inc. 41 600 Sooner Holdings 9 3,333 Training Devices, Inc. (b) 0 Group Subtotal: 22,443 4 Schedule of Investments in Unaffiliated Issuers as of September 30, 2002 - ------------------------------------------------------------------------------- Units, Shares or Warrants Value (a) - ------------------------------------------------------------------------------- Common Stocks - 32.89% (Continued) Medical - 1.87% 70,000 Miracor Diagnostics, Inc. $ 8,750 2,500 Sigma Pharmaceuticals, Inc. 6,450 4,900 Healthwatch, Inc. 1,911 10,000 White Wing Labs, Inc. 225 25,000 9A Investment Holding Corporation 0 65,000 Organic Solutions, Inc. 0 Group Subtotal: 17,336 Mining - .28% 19,500 Globex Mining Enterprises, Inc. $ 2,595 Oil and Gas - 4.61 13,000 The Exploration Corporation $ 28,210 3,000 Petroleum Development, Corp 14,610 Group Subtotal: 42,820 Retail - 3.91% 10,000 Officemax, Inc. $ 30,500 4,000 House2Home, Inc. 5,200 928 Premier Concepts, Inc. 585 27,000 ProductExpress.com eBusiness Services, Inc. 67 Group Subtotal: 36,352 TOTAL COMMON STOCKS (Cost $1,367,094) $ 305,389 5 Schedule of Investments in Unaffiliated Issuers as of September 30, 2001 - ------------------------------------------------------------------------------- Shares or Principal Value (a) - ------------------------------------------------------------------------------- Corporate Notes - 3.64% $ 45,000 Sea Ranch California, LLC., 12% per annum due 2001 33,750 (Cost $45,000) Total Investments in Securities of Unaffiliated Issuers (Cost $1,412,094) $ 339,139 Schedule of Investments in Affiliated Issuers as of September 30, 2001 - ------------------------------------------------------------------------------- Units, Shares or Warrants Value (a) - ------------------------------------------------------------------------------- Common Stocks - .20% 60,210 Global Casinos, Inc. (c) $ 1,882 120,000 Global Casinos, Inc. (b)(c) 0 Group Subtotal: 1,882 Total Investments in Securities of Affiliated Issuers (Cost $209,354) $ 1,882 Total Investments in Securities of Unaffiliated Issuers (Cost $1,412,094) 36.53% $ 339,139 Total Investments in Securities of Affiliated Issuers (Cost $209,354) .20% 1,882 Other Assets, Net of Liabilities 63.27% 587,357 Net Assets 100.00% $ 928,378 (a) See Notes 1 and 2 of notes to financial statements. (b) Restricted security, see Note 2 of notes to financial statements. (c) See Note 3 of notes to financial statements See notes to financial statements 6 Statement of Operations for the Year Ended September 30, 2001 Investment Loss: Interest income (including $5,434 from affiliate) $ 42,569 Total income 42,569 Expenses: Salaries 51,878 Accounting services and administration 42,000 Directors' fee 16,000 Reports to shareholders 13,740 Audit 8,494 Transfer agent 6,087 Office 3,386 Custodian 2,616 Travel 1,110 Legal 20 Other 1,114 Total expenses 146,445 Net Investment Loss (103,876) Net Realized and Unrealized Gain(Loss) on Investments: Net realized gain from investment transactions 165,955 Net unrealized depreciation of investments (514,263) Net Loss on Investments (348,308) Net Decrease in Net Assets from Operations $ (452,184) Statements of Changes in Net Assets for the Years Ended September 30, 2001 and 2000 2001 2000 From Operations: Net investment loss $ (103,876) $ (103,689) Net realized gain from investment transactions 165,955 196,735 Net unrealized appreciation(depreciation) of investments (514,263) 24,507 Net increase(decrease) in net assets from operations (452,184) 117,553 From Capital Stock Transactions: Purchase of treasury stock (1,755,000 and 1,150,000 shares in 2001 and 2000, respectively) (40,054) (23,825) Net Assets - beginning of period 1,420,616 1,326,888 Net Assets - end of period $ 928,378 $ 1,420,616 See notes to financial statements 7 Financial Highlights - ------------------------------------------------------------------------------- For the Years Ended September 30... 2001 2000 1999 1998 1997 Per Share: Income from investments $ .001 $ .001 $ .001 $ .001 $ .001 Expenses (.003) (.003) (.003) (.002) (.002) Net investment loss (.002) (.002) (.002) (.001) (.001) Net realized gain and realized appreciation (depreciation) of investments (.007) .004 .008 (.013) .004 Net increase (decrease) in net asset value (.009) .002 .006 (.014) .003 Net Asset Value: Beginning of year .028 .026 .020 .034 .031 End of year $ .019 $ .028 $ .026 $ .020 $ .034 Total investment return (1) 32.14)% 7.69% 30.00% (41.18)% 9.68% Ratios: Expenses to average net assets 12.24% 11.81% 10.74% 8.23% 7.87% Net investment loss to average net assets 8.69% 7.25% 7.03% 6.09% 3.33% Portfolio turnover rate (2) 114.47% 95.72% 33.00% 67.13% 96.88% (1) Based on the change in net asset value considering there have been no distributions during the period presented. The Fund does not believe that a presentation based on changes in the market value of the Fund's common stock is appropriate considering the limited market for the Fund's stock. (2) The lesser of purchases or sales of portfolio securities for a period divided by the monthly average of the market value of portfolio securities owned during the period. Securities with a maturity or expiration date at the time of acquisition of one year or less are excluded from the calculation. Purchases and sales of investment securities for the year ended September 30, 2001 were $732,137 and $712,424, respectively. See notes to financial statements 8 Notes to Financial Statements - ------------------------------------------------------------------------------- 1. Summary of Significant Accounting Policies Combined Penny Stock Fund, Inc. (the Fund) was incorporated September 7, 1983 and is registered under the Investment Company Act of 1940, as amended, as a closed-end investment company. The Fund invests in a broad range of small, speculative stocks traded in the over-the-counter market and is being managed by the Board of Directors of the Fund. The following is a summary of significant accounting policies followed by the Fund in the preparation of its financial statements. Investment Valuation - Investments in securities traded on national exchanges and NASDAQ are valued at last reported sales prices. Investments in securities traded in the over-the-counter market on the Electronic Bulletin Board or Pink Sheets are valued at the quoted bid as obtained from NASDAQ or at the quoted bid prices from the brokers that make markets in such securities, on the last business day of the period. Investments in restricted securities, as well as certain thinly-traded securities and corporate notes, are valued at their fair value as determined in good faith under procedures established by and under the direction of the Fund's Board of Directors. Federal Income Taxes - The Fund has not elected to be treated for Federal income tax purposes as a "regulated investment company" under Subchapter M of the Internal Revenue Code. Consequently, investment income and realized capital gains are taxed to the Fund at tax rates applicable to corporations. The Fund accounts for income taxes in accordance with the Statement of Financial Accounting Standards (SFAS) No. 109, "Accounting for Income Taxes." Under SFAS No. 109, a current or deferred income tax liability or asset is recognized for timing differences which exist in the recognition of certain income and expense items for financial statement reporting purposes in periods different than for income tax reporting purposes. The provision for income taxes is based on the amount of current and deferred income taxes payable or refundable at the date of the financial statements as measured by the provisions of current tax laws. Other - Investment transactions are accounted for on the date the investments are purchased or sold (trade date). Realized gains and losses from investment transactions and unrealized appreciation and depreciation of investments are reported on a first-in, first-out basis. All of the Fund's equity securities as of September 30, 2001 are non-income producing securities. Concentration of Cash - As of September 30, 2001, the Fund had a money market deposit at a bank of $576,794 which is in excess of the federally insured limit. Use of Estimates - The preparation of the Fund's 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 income and expenses during the reporting period. Actual results could differ from those estimates. 9 2. Restricted and Thinly-traded Securities Restricted securities are those securities which have been acquired from an issuer without registration under the Securities Act of 1933. Restricted securities generally cannot be sold by the Fund except pursuant to an effective registration statement or in compliance with Rule 144 of the Securities Act of 1933. The following schedule provides certain information with respect to restricted securities held by the Fund as of September 30, 2001. These securities comprised 0% of the Fund's net assets at such time. Description Date of Acquisition Cost Value Training Devices, Inc. February 20, 1997 $ 12,500 $ -- Global Casinos, Inc. August 1, 2001 59,800 -- The Fund has no right to require registration of the above restricted securities. Valuations for the restricted securities, as well as certain thinly-traded securities and corporate notes, have been determined in good faith by the Fund's Board of Directors, in the absence of readily ascertainable market values. Such investments were valued at $51,330 as of September 30, 2001, representing 5% of the Fund's net assets. Because of the inherent subjectivity of these valuations, it is reasonably possible that a material change in such valuations could occur in the near term. 3. Investments in Securities of Affiliated Issuers At September 30, 2001, the Fund holds either a direct or indirect ownership of 5% or more of the voting securities of the following securities: Purchases During Fair The Year Ended Description Cost Value September 30, 2001 Global Casinos, Inc. $ 149,554 $ 1,882 $ 0 Global Casinos, Inc. - restricted 59,800 0 59,800 $ 209,354 $ 1,882 $ 59,800 The restricted shares of Global Casinos, Inc. stock were acquired through the conversion of a loan to Global Casinos, Inc. with a basis of $59,800 on August 1, 2001. 4. Unrealized Gains and Losses At September 30, 2001, the net unrealized depreciation of investments of $1,280,427 was comprised of gross appreciation of $17,469 for those investments having an excess of value over cost and gross depreciation of $1,297,896 for those investments having an excess of cost over value. 5. Income Taxes There is no income tax provision in 2001 as the deferred tax assets relating to accumulated losses and unrealized depreciation of approximately $800,000 continue to be fully reserved. The deferred tax assets and related valuation allowance each increased $160,000 during the year ended September 30, 2001 due to the increase in unrealized depreciation. Accumulated net investment loss carryovers for income tax purposes total approximately $890,000 at September 30, 2001, and will expire in varying amounts through 2008. 10 6. Securities and Exchange Commission Examination Pursuant to an examination of the Fund by the Securities and Exchange Commission (SEC), the SEC has issued a letter to the Fund identifying various asserted deficiencies and violations of rules and regulations. The Fund has responded to the SEC and does not believe that the outcome of this matter will have a material impact on the Fund's financial condition or operations. However, the ultimate outcome of this matter is not determinable at this time. End of notes to financial statements 11 - ------------------------------------------------------------------------------- Independent Auditors' Report To the Board of Directors and Shareholders, Combined Penny Stock Fund, Inc. We have audited the accompanying statement of assets and liabilities of Combined Penny Stock Fund, Inc. (the "Fund") including the schedules of investments in unaffiliated and affiliated issuers as of September 30, 2001, and the related statement of operations for the year then ended, the statements of changes in net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended. 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 auditing standards generally accepted in the United States of America. 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 securities owned at September 30, 2001 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 Combined Penny Stock Fund, Inc. at September 30, 2001, the results of its operations for the year then ended, the changes in its net assets for each of the two years in the period then ended, and the financial highlights for each of the five years in the period then ended in conformity with accounting principles generally accepted in the United States of America. STOCKMAN KAST RYAN & COMPANY, LLP. Colorado Springs, Colorado October 18, 2001 PRSRT STD U.S. POSTAGE PAID Co. Spgs., CO Permit No. 440 Combined Penny Stock Fund, Inc. 6180 Lehman Drive, Suite 103 Colorado Springs, Colorado 80918-3415 [THIS PAGE INTENTIONALLY LEFT BLANK] [THIS PAGE INTENTIONALLY LEFT BLANK] ITEM 2. CODE OF ETHICS (a)The Registrant, as of the end of the period covered by this report, has adopted a code of ethics that applies to the Registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party. (b)There have been no amendments, during the period covered by this report, to a provision of the code of ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, and that relates to any element of the code of ethics description. (c)The Registrant has not granted any waivers, including an implicit waiver, from a provision of the code of ethics that applies to the Registrants principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, regardless of whether these individuals are employed by the Registrant or a third party, that relates to one or more of the items set forth in paragraph (b) of this item's instructions. ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. (a)(1)The Registrant does not have an audit committee financial expert serving on its audit committee. (a)(2)Not applicable. (a)(3)Registrants Audit Committee has determined that it will retain the services of an independent expert when and if such need arises. ITEM 4. PRINCIPAL ACCOUNTANT FEES AND SERVICES. (a) AUDIT FEES: The aggregate fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant annual financial statements or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years are $8,500 in 2000 and $8,800 in 2001. (b) AUDIT-RELATED FEES: The aggregate fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit of the registrant financial statements and are not reported under paragraph (a) of this Item are NONE. (c) TAX FEES: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning are $1,800 in 2000 and $1,600 in 2001. Tax Fees represent tax compliance services and tax consultation provided in connection with the preparation of the Registrants federal income tax and excise tax returns and compliance with IRS regulations. (d) ALL OTHER FEES: The aggregate fees billed in each of the last two fiscal years for products and services provided by the principal accountant, other than the services reported in paragraphs (a) through (c) of this Item are NONE. (e)(1) Disclose the audit committee pre-approval policies and procedures described in paragraph (c)(7) of Rule 2-01 of Regulation S-X. Audit Committee Pre-Approval Policy. All services to be performed for the Registrant by Stockman Kast Ryan & Company LLP must be pre-approved by the audit committee. All services performed during 2000 and 2001 were pre-approved by the committee. (e)(2) The percentage of services described in each of paragraphs (b) through (d) of this Item that were approved by the audit committee pursuant to paragraph (c)(7)(i)(C) of Rule 2-01 of Regulation S-X are as follows: (b) Not applicable (c) 0% (d) Not applicable (f) The percentage of hours expended on the principal accountants engagement to audit the registrants financial statements for the most recent fiscal year that were attributed to work performed by persons other than the principal accountants full-time, permanent employees was NONE. (g) The aggregate non-audit fees billed by the registrants accountant for services rendered to the registrant, and rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the adviser that provides ongoing services to the registrant for each of the last two fiscal years of the registrant was NONE in 2000 and NONE in 2001. (h) The registrants audit committee of the board of directors has considered whether the provision of non-audit services that were rendered to the registrants investment adviser (not including any sub-adviser whose role is primarily portfolio management and is subcontracted with or overseen by another investment adviser), and any entity controlling, controlled by, or under common control with the investment adviser that provides ongoing services to the registrant that were not pre-approved pursuant to paragraph (c)(7)(ii) of Rule 2-01 of Regulation S-X is compatible with maintaining the principal accountants independence. ITEM 5. AUDIT COMMITTEE OF LISTED REGISTRANTS. Not applicable. ITEM 6. SCHEDULE OF INVESTMENTS. Investments in securities of unaffiliated issuers is included as part of the reports to stockholders filed under Item 1 of this Form. ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END MANAGEMENT INVESTMENT COMPANIES Not applicable. ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END MANAGEMENT INVESTMENT COMPANY AND AFFILIATED PURCHASERS Not applicable. ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS Not applicable. ITEM 10. CONTROLS AND PROCEDURES (a)The registrants principal executive officer and principal financial officer have concluded that the registrant disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended are effective based on their evaluation of these controls and procedures as of a date within 90 days of the filing date of this document. (b)There were no changes in the registrant internal controls over financial reporting (as defined in Rule 30a-3(d) under the 1940 Act) that occurred during the registrant last fiscal half-year (the registrant second fiscal half-year in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant internal control over financial reporting. Item 11. Exhibits. (a)(1) Code of ethics, or any amendment thereto, that is the subject of disclosure required by Item 2 is attached hereto. (a)(2) Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto. (a)(3) Not applicable. (b) Certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto. - -------------------------------------------------------------------------------- SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. (Registrant)Combined Penny Stock Fund, Inc. By (Signature and Title)* /s/John R. Overturf John R. Overturf, President Date: November 09, 2004 Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. By (Signature and Title)* /s/John R. Overturf John R. Overturf, President Date: November 09, 2004 By (Signature and Title)* /s/Stan Pittman Stan Pittman, Chief Accounting Officer Date: November 09, 2004 Fund Directors Business Experience and Directorships Name, Age and Address Position During the Past 5 Years - --------------------- -------- ----------------------- John R. Overturf*(41) President, Mr. Overturf serves as President 6180 Lehman Dr 103 since of the Combined Penny Stock Fund, Colorado Springs, August 1996 Inc., a closed-end stock fund, a Colorado 80918 Director position he has since August 1996. From March From September 1993 until September 1996 1996, Mr. Overturf served as Vice- President of the Rockies Fund, Inc. A closed-end stock market fund. Mr. Overturf serves as the President Of R.O.I., Inc., a private Investment company, a position he Has held since 1993. From June 1984 until February 1992, Mr. Overturf served as Vice-President of Colorado National Bank. Mr. Overturf holds a Bachelor of Science degree in Finance from the University of Northern Colorado. Mr. Overturf also is a director of BioSource International, Inc. a California Corporation. A. Leonard Nacht*(73) Secretary From April 1990 to October 1991, P.O. Box 1679 since April Dr. Nacht was Secretary of Redwood Edwards, CO 81632 1990 MicroCap Fund, Inc. ("RWCF"). From Director 1957 to 1994, Dr. Nacht was in the since private practice of denistry. Dr. February Nacht is currently retired as a 1990 dentist. Dr. Nacht has a DDS degree from the University of Washington and is a member of the American and Colorado Dental Asociations. Jeffrey J. Kormos (61) Director From August, 2001 until present, Mr. 8751 N 51st Ave 115 since Kormos has been employed as an Glendale, Az 85302 July 1997 account executive with Samco Financial Services, Inc. From August 1994 to August 2002, he was employed as an account executive with Yee, Desmond, Schroeder & Allen Inc., an NASD member stockbrokerage firm. From March 1993 to August 1994, he was employed as an account executive with G. R. Stuart & Company, Inc. From December 1992 to March 1993, Mr. Kormos was employed as an account executive with Financial Securities Network, Inc., and from April 1987 to December 1992 he was employed as an account executive with Affiliated Securities Rolf L. Lichtenberg (53)Director Mr. Lichtenberg joined the Portland 956 SE Ankeny St. #1 since staff of Cascadia Revolving Fund in Portland, OR 97214 August October 2000. Cascadia is a private 2002 non-profit community development financial institution making loans and providing technical assistance to small businesses unable to access credit from traditional sources. From 1998 to the summer of 2000 He worked in the Mortgage Loan Department of Vectra Bank of Colorado in Colorado Springs. His background consists of seventeen years of banking knowledge including 12 years as a commercial lender, loan department head and branch manager. Mr. Lichtenberg's lending background began at Security Pacific Bank's Los Angeles headquarters and continued at banks in Washington DC, Canada and Colorado. He also spent five years as a small business owner/manager in Colorado and several years as an account executive in the securities industry. Mr. Lichtenberg received Master of Business Administration from the University of Colorado in Boulder in 1976 and a Bachelor's Degree in Finance also from the University of Colorado in 1974. He has served as the president of the Colorado Springs chapter of the National Kidney Foundation and as treasurer of the Chamber of Commerce in Fountain, Colorado. * Mr. Overturf and Dr. Nacht may be deemed interested persons as that term is defined under Section 2(a)(19) of the Investment Company Act of 1940, as amended, by virtue of their being officers as well as directors of the Fund. The Fund Statement of Additional Information includes additional information about Fund directors and is available by calling the Fund's phone number, at 719-593-2111. A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities is available calling the Fund phone number, (719-593-2111. The Fund has adopted a code of ethics applicable to its principal executive officer and principal financial officer. A copy of this code is available by calling the Fund phone number, (719)593-2111. Combined Penny Stock Fund, Inc 6180 Lehman Drive, Suite 103 Colorado Springs, CO 80918 Phone: (719) 593-2111 Fax: (719) 593-2342 Board of Directors John R. Overturf A. Leonard Nacht Jeffrey J. Kormos Rolf L. Lichtenberg Officers John R Overturf, President A. Leonard Nacht, Secretary