UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D.C. 20549

                                 FORM N-CSR

  CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT INVESTMENT COMPANIES


Investment Company Act file
number 811-3888

          Combined Penny Stock Fund, Inc.
- -------------------------------------------------
 Exact name of registrant as specified in charter)


6180 Lehman Drive #103, Colorado Springs, CO 80918
- --------------------------------------------------------------------------
 (Address of principal executive offices) (Zip code)


John R Overturf
6180 Lehman Dr #103
Colorado Springs, CO 80918
- ------------------------------------
(Name and address of agent for service)

Registrant's telephone number including area code:(719)593-2111
                                                  -----------------------

Date of fiscal year end: 09/30
                       --------------------
Date of reporting period: 03/31/98
                       -------------------

Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the  transmission to stockholders of
any report that is required to be transmitted to  stockholders  under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1).  The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection  and  policymaking  roles. A registrant  is required to disclose the
information  specified  by  Form  N-CSR,  and  the  Commission  will  make  this
information public. A registrant is not required to respond to the collection of
information  contained in Form N-CSR unless the Form displays a currently  valid
Office of Management and Budget ("OMB") control  number.

Please direct  comments  concerning the accuracy of the  information  collection
burden  estimate  and any  suggestions  for  reducing  the burden to  Secretary,
Securities  and  Exchange  Commission,  450 Fifth  Street,  NW,  Washington,  DC
20549-0609.  The OMB has  reviewed  this  collection  of  information  under the
clearance requirements of 44 U.S.C. ss. 3507.


ITEM 1. REPORTS TO STOCKHOLDERS


                                          Combined Penny Stock Fund, Inc.


                                              1998 Semi-Annual Report


 Corporate Information

Officers and Directors
John R. Overturf, Jr., President and Director
Dr. A. Leonard Nacht, Secretary and Director
Jeffrey J. Kormos, Director
Brian Power, Director

Stock Transfer Agent
American Securities Transfer, Inc.
938 Quail Street, Suite 101
Lakewood, CO  80215

Corporate Headquarters
Combined Penny Stock Fund, Inc.
6180 Lehman Drive, Suite 103
Colorado Springs, CO  80918

Independent Auditors
Stockman Kast Ryan & Scruggs, P.C.
102 North Cascade Avenue, Suite 450
Colorado Springs, CO  80903

Custodian of Portfolio Securities
US Bank

Counsel
Brenman, Key & Bromberg, P.C.
Mellon Financial Center
1775 Sherman Street, Suite 1001
Denver, CO  80203



                                                         2






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

     The past six months has been a difficult time to hold micro-cap stocks. The
overall market has seen tremendous growth with the DOW topping 9000. In general,
the market continues to be in love with the larger cap stocks while ignoring the
small-cap and micro-cap issues.

     We  continue  to hold  attractive  positions  in a number of very  exciting
companies. We are confident that you will be pleased with the upward movement in
these stocks share prices.

     One such Company is Guardian Technologies  (NASDAQ;  GRDN). This Company is
involved in the booming personal security industry and is poised to do very well
in the coming year.

     Combined Penny's Board of Director's voted to continue our share repurchase
plan.  In the six month period  ending March 31, 1998 we  repurchased  2,000,000
shares in the open market at prices below the NAV, adding additional shareholder
value.

     Thanks again for your support of small stocks.  Lets hope someone out there
begins to appreciate the tremendous values that are inherent in these stocks.

Sincerely,


John R. Overturf, Jr.
President
Combined Penny Stock Fund, Inc.
May 15, 1998


















Statement of Investments in Unaffiliated Issuers as of March 31, 1998
- ------------------------------------------------------------------------------


                                                                 3


Units,
Shares or
Warrants                                                              Value (a)
- -------------------------------------------------------------------------------


                             Common Stocks - 46.89%


                             Communications - .50%

 5,682  Voice It Worldwide, Inc. - units                              $   7,813



                        Data Processing\Computer - 3.61%

 7,500  Prism Software Corporation                                    $   1,635
12,500  Syscomm International Corporation                                54,687
        Group Subtotal:                                               $  56,322


                                Electronics - .39%

 4,000  Circuit Research Labs, Inc.                                   $   6,000


                              Entertainment - 9.21%

51,210   Global Casino's, Inc.                                        $ 140,828
15,000   Global Casino's, Inc. - wts                                          0
13,000   Southshore Corporation                                           2,600
         Group Subtotal:                                              $ 143,428


                            Manufacturing - 10.49%

10,000   American Educational Products, Inc.                           $ 83,750
13,000   Appliance Recycling Centers, Inc.                               34,125
135,000  Cable & CO Worldwide, Inc.                                      10,800
10,000   Grip Technologies, Inc. (b)                                      5,000
27,500   Veritec Technologies, Inc.                                      17,188
10,000   Training Devices, Inc. (b)                                      12,500
         Group Subtotal:                                              $ 163,363








                                                                 4

Statement of Investments in Unaffiliated Issuers as of March 31, 1998
- -------------------------------------------------------------------------------
Units,
Shares or
Warrants                                                              Value (a)
- -------------------------------------------------------------------------------


                          Common Stocks - 46.89% (Continued)


                         Medical Services & Research - 9.33%

  6,000   AccuMed International, Inc.                                 $   6,375
  5,000   Cell Robotics, Inc.                                            12,500
 32,000   Healthwatch, Inc.                                              34,000
 25,000   MicroSure, Inc.                                                34,375
 65,000   Organic Solutions, Inc.                                         1,300
 12,500   Pacific Biometrics, Inc.                                       46,093
  2,500   Siga Pharmaceuticals, Inc.                                     10,781
          Group Subtotal:                                             $ 145,424


                                  Mining - 1.59%

 19,500   Globex Mining Enterprises, Inc.                             $  24,765


                             Oil & Gas - 4.77%

 35,000   The Exploration Company                                      $ 74,375


                             Retail - 7.00%

117,000   Optimax Industries, Inc.                                     $ 12,870
 10,000   Poore Brothers, Inc.                                           11,563
  1,855   Premier Concepts, Inc.                                          4,173
115,000   Premier Concepts, Inc. - wts                                   35,938
 17,000   Premium Cigars International, Ltd                              23,375
 14,000   White Wing Labs, Inc.                                          21,219
          Group Subtotal:                                             $ 109,138


 TOTAL COMMON STOCKS (Cost $1,299,504)                                $ 730,628







                                                                 5


Statement of Investments in Unaffiliated Issuers as of March 31, 1998
- -------------------------------------------------------------------------------

Principal
Or
Units                                                                 Value (a)
- -------------------------------------------------------------------------------

                         Corporate Notes - 5.85%


91,139 Global Casinos, Inc., 12% per annum due
December 31, 1998 (Cost $91,139)                                     $   91,139


Total Investments in Securities, Corporate Notes, Restricted Stock, & Other
Investments of Unaffiliated Issuers (Cost $1,390,643)                $  821,767


Statement of Investments in Affiliated Issuers as of March 31, 1998
- -------------------------------------------------------------------------------

Units,
Shares or Warrants                                                    Value (a)
- -------------------------------------------------------------------------------


                               Common Stocks - 31.68%


130,608   Redwood Broadcasting, Inc. (b) (c)                       $    228,564
101,000   Guardian Technologies, Inc. (c)                               265,125

Total Investments in Securities of Affiliated Issuers (Cost $365,552)   493,689

         (a)  See Note 1 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.



Total Investments in Securities of Unaffiliated Issuers
(Cost $1,390,643)                                        52.74%        $821,767
Total Investments in Securities of Affiliated Issuers
(Cost $365,552)                                          31.68%         493,689
Total Investments                                        84.42%       1,315,456
Other Assets, Net of Liabilities                         15.58%         242,610
Total Net Assets                                        100.00%      $1,558,066


                         See notes to financial statements






                                                                 6

Assets and Liabilities as of March 31, 1998
- -------------------------------------------------------------------------------

Assets
Investments:
Investments in securities of unaffiliated issuers
(identified cost $1,390,643)                                      $     821,767
Investments in securities of affiliated issuers
(identified cost $365,552)                                              493,689
                                                                      1,315,456

Cash and Equivalents                                                    262,004
Investment Securities Sold                                                1,781
Other Assets                                                                419

Total Assets                                                          1,579,660
Liabilities
Payables:
Accounts Payable                                                          1,254
Investment Securities purchased                                          20,340

Total Liabilities                                                        21,594

Net Assets                                                          $ 1,558,066

Net Asset Value per Share                                           $      .028

Capital Stock and Accumulated Loss as of March 31, 1998
- -------------------------------------------------------------------------------




Common Stock, $.001 par value, 100,000,000
shares authorized, 55,361,000 issued and outstanding                $    55,361
additional paid-in capital                                            6,031,427

Accumulated loss:
Net investment loss                                                  (2,898,541)
Accumulated net realized loss                                        (1,189,442)
Net unrealized depreciation of investments                             (440,739)
Total accumulated loss                                               (4,528,722)

Total Capital Stock and Accumulated Loss                            $ 1,558,066

                         See notes to financial statements




                                                                 7


Investment Loss:
Interest income (unaffiliated)                                       $   10,957
Miscellaneous                                                             1,158
Total income                                                             12,115

Expenses:
Salaries                                                                 18,000
Office expenses                                                           1,594
Other professional fees                                                  30,552
Custodian fees                                                            2,661
Reports to shareholders                                                   3,968
Directors fees                                                            3,000
Travel                                                                    2,014
Transfer fees                                                             2,976
Other                                                                     2,698
Total expenses                                                           67,463
Net Investment Loss                                                     (55,348)
Realized Gain and Unrealized Depreciation on Investments:
  Net realized gain from investment transactions                         61,077
  Net change in unrealized depreciation of investments                 (351,296)
  Net Realized Gain and Unrealized Depreciation on Investments         (290,219)
  Net Decrease in Net Assets from Operations                        $  (345,567)



Statement of Changes in Net Assets for the Years Ended
 September 30, 1997 and 1996 and for the Six Months
 Ended March 31, 1998
- ------------------------------------------------------------------------------
                                           For the Unaudited
                                           Six Months Ended
                                           March 31, 1998     1997       1996
From Operations:
Net investments loss                             $(55,348)  $(58,350) $(161,628)
Net realized gain from investment transactions     61,077    211,212    267,220
Net unrealized appreciation (depreciation)
  of investments                                 (351,296)     3,170     23,154
Net increase/(decrease) in net assets
  from operations                                (345,567)   149,692    128,746
From Capital Stock Transactions:
Purchase of treasury stock                        (52,200)         0    (74,005)
Net Assets - beginning of period                1,955,833  1,806,141  1,751,400
Net Assets - end of period                    $ 1,558,066 $1,955,833 $1,806,141

                                         See notes to financial statements

                                                                 8


Financial Highlights
- -----------------------------------------------------------------------------



                                  For the            For the Years Ended
                               Unaudited Six             September 30...
                               Months Ended
                              March 31, 1998    1997     1996     1995    1994
Per Share:
Income from Investments           $  .000     $  .001  $ .001  $    -  $    -
Expenses                            (.001)      (.002)  (.004)   (.003)   (.003)
Net Investment Loss                 (.001)      (.001)  (.003)   (.003)   (.003)
Net Realized Gain and change
  in unrealized appreciation/
  (depreciation) of investments     (.005)       .004    .005     .009     .008
Net increase/(decrease) in net
  asset value                       (.006)       .003    .002     .006     .005

Net Asset Value:
Beginning of year                    .034        .031    .029     .023     .018
End of Year                      $   .028    $   .034 $  .031  $  .029  $  .023
Total investment return\
  (loss) (1)                       (17.65%)      9.68%   6.90%   26.09%   27.78%


Ratios:
Expenses to average net assets       4.04%       7.87%  12.39%   13.75%   13.66%
Net investment loss to average
  net assets                         3.31%       3.33%   9.02%   11.85%   12.97%
Portfolio turnover rate (2)         30.35%      96.88% 514.76%  861.87%  663.96%


(1)  Based on the  change  in net  asset  value  considering  there  has 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  (excluding  short-term  securities) for the six
months ended March 31, 1998 were $457,829 and $625,180, respectively.


                                    See notes to financial statements



                                                                 9


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 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 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 in  accordance  with the  Statement  of Financial
Accounting  Standards  (SFAS) No 109,  "Accounting for Income Taxes." Under SAFS
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.

Use  of  Estimates  - The  preparation  of the  Funds  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.

All of the  Fund's  equity  securities  as of March  31,  1998,  are  non-income
producing securities.

2.  Restricted 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  or in  compliance  with  Rule 144 of the  Securities  Act of 1933.
Valuations for such securities,  as well as certain thinly-traded securities and
corporate  notes,  have been  determined  in good faith by the  Fund's  Board of
Directors.  The following schedule provides certain  information with respect to
restricted  securities held by the Fund as of March 31, 1998.  These  securities
comprised 15.79% of the Fund's net assets at such time.


Description                  Date of Acquisition        Cost              Value
Grip Technologies, Inc.      November 16, 1994      $  15,000          $  5,000
Redwood Broadcasting, Inc.   February 20, 1995        179,069           228,564
Training Devices, Inc.       February 20, 1997         12,500            12,500
Total                                               $ 206,569         $ 246,064

The  Fund  has  no  right  to  require  registration  of  the  above  restricted
securities.




                                                                 10


3.  Investments in Securities of Affiliated Issuers

At March 31, 1998, the Fund holds either a direct or indirect ownership of 5% or
more of the voting securities of the following securities.

                                                           Purchases During the
                                                   Fair        Six Months Ended
Description                        Cost            Value         March 31, 1998

Common Stock:
Redwood Broadcasting, Inc.       $179,069         $228,564             0
Guardian Technologies, Inc.       186,483          265,125             0
Total                            $365,552         $493,689             0

4.  Unrealized Gains and Losses

At March 31, 1998,  the net unrealized  depreciation  of investments of $440,739
was comprised of gross  appreciation of $175,142 for those investments having an
excess  of  value  over  cost and  gross  depreciation  of  $615,881  for  those
investments having an excess of cost over value.

5.  Income Taxes

There was no income tax  provision  during the year ended  September 30, 1997 as
the  accumulated  loss related  deferred tax assets of $498,000  continued to be
fully  reserved.  The  deferred  tax  assets  and  related  valuation  allowance
decreased $56,000 during the year ended September 30, 1997 due to the expiration
of capital  loss  carryovers  and  utilization  of  operating  loss  carryovers.
Accumulated  net  investment  loss  carryovers  for  income tax  purposes  total
$1,302,000 at March 31, 1998, and will expire in varying amounts through 2008.










                      End of notes to financial statements



















                                                                 11



                                                         BULK RATE
                                                       U.S. POSTAGE
                                                           PAID
                                                       Co. Spgs., CO
                                                      Permit No. 440

Combined Penny Stock Fund, Inc.
6180 Lehman Drive, Suite 103
Colorado Springs, Colorado  80918



                                                            12



ITEM 2. CODE OF ETHICS. Not applicable

ITEM 3. AUDIT COMMITTEE FINANCIAL EXPERT. Not applicable

ITEM 4.PRINCIPAL ACCOUNTANT FEES AND SERVICES. Not applicable

ITEM 5. AUDIT COMMITTEE OF LISTED COMPANIES. Not applicable.

ITEM 6. SCHEDULE OF INVESTMENTS. Not applicable - schedule filed with Item 1.

ITEM 7. DISCLOSURE OF PROXY VOTING POLICIES AND PROCEDURES FOR CLOSED-END FUNDS.
                      Not applicable.

ITEM 8. PURCHASES OF EQUITY SECURITIES BY CLOSED-END FUNDS. Not applicable.

ITEM 9. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

ITEM 10. CONTROLS AND PROCEDURES. (a) Based on an evaluation of the registrant's
disclosure  controls and  procedures  within 90 days of filing date of this Form
N-CSR, the disclosure  controls and procedures are reasonably designed to ensure
that the information required in filings on Forms N-CSR is recorded,  processed,
summarized,  and  reported  on a timely  basis.  (b) There  were no  significant
changes in the  registrant's  internal  control over  financial  reporting  that
occurred  during the  registrant's  last fiscal  half-year that have  materially
affected,  or are  reasonably  likely to  materially  affect,  the  registrant's
internal control over financial reporting.

ITEM 11. EXHIBITS.

(a)(1) Not Applicable

(a)(2)  Certifications  by the  registrant's  principal  executive  officer  and
principal financial officer,  pursuant to Section 302 of the Sarbanes- Oxley Act
of 2002 and required by Rule  30a-2under the Investment  Company Act of 1940 are
filed herewith.

(a)(3)Not Applicable

(b)  Certification  pursuant to 18 U.S.C.  Section 1350, as adopted  pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.

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
             By * /s/ John R Overturf
                      John R Overturf, President Date 11/09/04
- ---------------------------------------------------------------------------

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 * /s/ John R Overturf
                 John R Overturf, President Date 11/09/04
- ---------------------------------------------------------------------------
























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 8, 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 8, 2004

By (Signature and Title)* /s/Stan Pittman
Stan Pittman, Chief Accounting Officer

Date:  November 8, 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