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