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.
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Exact name of registrant as specified in charter)
6180 Lehman Drive #103, Colorado Springs, CO 80918
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(Address of principal executive offices) (Zip code)
John R Overturf
6180 Lehman Dr #103
Colorado Springs, CO 80918
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(Name and address of agent for service)
Registrant's telephone number including area code:(719)593-2111
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Date of fiscal year end: 09/30
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Date of reporting period: 03/31/99
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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.
1999 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 & Company, 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 have been an exciting time for The Combined Penny Stock
Fund, Inc. We have seen several of our positions increase substantially in value
and we have been able to sell these positions at a nice profit. The large cap
market and the internets continue to do very well, however, the small-cap and
micro-cap issues have not responded in the same fashion.
We continue to hold a number of positions in companies that we consider to be
turn around opportunities and are hopeful that upward movement in the small-cap
and micro-cap markets will allow us to post additional gains.
It seems that interest rates may be heading upward at this time. As this
happens, we feel that some money may run out of the potentially overvalued
internet and large cap sectors and into the small cap and value stock sectors.
This transfer of funds should have a positive effect on our Fund in the future.
As always, the Board of Directors has authorized the repurchase of up to five
percent (5%) of the outstanding stock for this fiscal year. To date we have
purchased 650,000 shares at or below NAV which has been beneficial to the
current shareholders.
Sincerely,
John R. Overturf, Jr.
President
Combined Penny Stock Fund, Inc.
May 15, 1999
3
Statement of Investments in Unaffiliated Issuers as of March 31, 1999
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Units,
Shares or
Warrants Value (a)
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Common Stocks - 31.09%
Communications - 4.82%
6,061 Redwood Broadcasting, Inc. $ 59,095
5,682 Voice It Worldwide, Inc. - units 2,131
Group Subtotal: $ 61,226
Data Processing\Computer - 1.58%
10,000 Syscomm International Corporation $ 20,000
7,500 Prism Software Corporation 75
Group Subtotal: $ 20,075
Entertainment - 10.26%
38,333 J2 Communications, Inc. $ 73,072
41,210 Global Casino's, Inc. 43,786
5,000 Team Communications, Inc. 13,125
13,000 The Southshore Corporation 403
15,000 Global Casino's, Inc. - wts (b) 0
Group Subtotal: $ 130,386
Manufacturing - 4.58%
15,000 Guardian Technologies, Inc. $ 23,438
36,500 Veritec Technologies, Inc. 13,688
10,000 Training Devices, Inc. (b) 12,500
10,000 Luxor Industrial Corporation 6,621
135,000 Cable & CO Worldwide, Inc. 1,080
10,000 Grip Technologies, Inc. 800
Group Subtotal: $ 58,127
4
Statement of Investments in Unaffiliated Issuers as of March 31, 1999
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Units,
Shares or
Warrants Value (a)
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Common Stocks - 31.09% (Continued)
Medical Services & Research - 3.14%
24,500 Healthwatch, Inc. $ 30,625
25,000 MicroSure, Inc. 5,000
2,500 Siga Pharmaceuticals, Inc. 2,812
65,000 Organic Solutions, Inc. 1,495
Group Subtotal: $ 39,932
Mining - .31%
19,500 Globex Mining Enterprises, Inc. $ 2,840
247 Harmony Gold Mining, Ltd. 1,158
800 Exprofuels, Inc. 0
Group Subtotal: $ 3,998
Oil & Gas - 3.87%
42,500 The Exploration Company $ 49,140
Retail - 2.53%
27,000 Premium Cigars International, Ltd $ 20,250
10,000 White Wing Labs, Inc. 5,000
115,000 Premier Concepts, Inc. - wts 3,594
1,855 Premier Concepts, Inc. 1,855
117,000 Optimax Industries, Inc. 1,404
Group Subtotal: $ 32,103
TOTAL COMMON STOCKS (Cost $1,182,584) $ 394,987
5
Statement of Investments in Unaffiliated Issuers as of March 31, 1999
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Principal Value (a)
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Notes Receivable - 22.08%
60,000 Global Casinos, Inc., 12% per annum due April 30, 1999
(cost $60,000) $ 60,000
75,000 Sea Ranch Lodge & Village, LLC, 12% per annum due
April 30, 1999 (cost $75,000) 75,000
145,500 Andaman Investments, Inc., 8% per annum due
April 7, 1999 (cost $145,500) 145,500
$ 280,500
Total Investments in Securities, Notes Receivable, Restricted Stock, & Other
Investments of Unaffiliated Issuers (Cost $1,463,084) $ 675,487
(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 $1,463,084) 53.17% $ 675,487
Other Assets, Net of Liabilities 46.83% 594,921
Total Net Assets 100.00% $1,270,408
See notes to financial statements
6
Assets and Liabilities as of March 31, 1999
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Assets
Investments:
Investments in securities of unaffiliated issuers
(identified cost $1,463,084) $ 675,487
Cash and Equivalents 573,937
Investment Securities Sold 24,504
Other Assets 4,945
Total Assets 1,278,873
Liabilities
Payables:
Accounts Payable 1,121
Investment Securities purchased 7,344
Total Liabilities 8,465
Net Assets $ 1,270,408
Net Asset Value per Share $ .023
Capital Stock and Accumulated Loss as of March 31, 1999
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Common Stock, $.001 par value, 100,000,000
Shares authorized, 53,911,000 issued and outstanding $ 53,911
Additional paid-in capital 6,004,953
Accumulated loss:
Net investment loss (2,987,981)
Accumulated net realized loss (1,012,878)
Net unrealized depreciation of investments (787,597)
Total accumulated loss (4,788,456)
Total Capital Stock and Accumulated Loss $ 1,270,408
See notes to financial statements
7
Statement of Operations for the Six Months Ended March 31, 1999
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Investment Loss:
Interest income (unaffiliated) $ 20,265
Total income 20,265
Expenses:
Salaries 25,836
Accounting service and office expenses 22,664
Other professional fees 9,917
Custodian fees 1,316
Reports to shareholders 5,006
Rent 1,000
Telephone 1,058
Transfer fees 3,990
Other 1,504
Total expenses 72,291
Net Investment Loss (52,026)
Realized Gain and Unrealized Appreciation on Investments:
Net realized gain from investment transactions 129,691
Net change in unrealized appreciation of investments 87,433
Net Realized Gain and Unrealized Appreciation on Investments 217,124
Net Increase in Net Assets from Operations $ 165,098
Statement of Changes in Net Assets for the Years Ended September 30, 1998 and
1997 and for the Six Months Ended March 31, 1999
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For the Unaudited
Six Months Ended 1998 1997
March 31, 1999
From Operations:
Net investments loss $ (52,026) $ (92,762) $ (58,350)
Net realized gain from investment
transactions 129,691 107,951 211,212
Net unrealized appreciation (depreciation)
of investments 87,433 (785,587) (3,170)
Net increase/(decrease) in net assets
from operations 165,098 (770,398) 149,692
From Capital Stock Transactions:
Purchase of treasury stock (11,325) (68,800) 0
Net Assets - beginning of period 1,116,635 1,955,833 1,806,141
Net Assets - end of period $ 1,270,408 $ 1,116,635 $ 1,955,833
See notes to financial statements
8
Financial Highlights
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For the For the Years Ended
Unaudited Six September 30...
Months Ended
March 31, 1999 1998 1997 1996 1995
Per Share:
Income from Investments $ .000 $ .001 $ .001 $ .001 $ -
Expenses (.001) (.002) (.002) (.004) (.003)
Net Investment Loss (.001) (.001) (.001) (.003) (.003)
Net Realized Gain and change in
unrealized appreciation/
(depreciation) of investments .004 (.013) .004 .005 .009
Net increase/(decrease) in net
asset value .003 (.014) .003 .002 .006
Net Asset Value:
Beginning of year .020 .034 .031 .029 .023
End of Year $ .023 $ .020 $.034 $ .031 $ .029
Total investment return\
(loss) (1) 15.00% (41.18%) 9.68% 6.90% 26.09%
Ratios:
Expenses to average net assets 6.23% 8.23% 7.87% 12.39% 13.75%
Net investment loss to average
net assets 4.48% 6.09% 3.33% 9.02% 11.85%
Portfolio turnover rate (2) 20.24% 67.13% 96.88% 514.76% 861.87%
(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, 1999 were $169,744 and $674,085, respectively.
See notes to financial statements
9
Notes to Financial Statements
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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 President 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.
All of the Fund's equity securities as of March 31, 1999, are non-income
producing securities.
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.
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 notes receivable, 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, 1999.
These securities comprised 1% of the Fund's net assets at such time.
Description Date of Acquisition Cost Value
Global Casinos, Inc. - warrants July 7, 1997 $ 0 $ 0
Training Devices, Inc. February 20, 1997 12,500 12,500
Total $ 12,500 $ 12,500
The Fund has no right to require registration of the above restricted
securities.
As of March 31, 1999, investments in short-term corporate notes and notes
receivable comprised approximately 21.93% of the value of its total assets.
10
3. Investments in Securities of Affiliated Issuers At March 31, 1999, the Fund
did not hold either a direct or indirect ownership of 5% or more of the voting
securities of any issuer.
4. Unrealized Gains and Losses At March 31, 1999, the net unrealized
depreciation of investments of $787,597 was comprised of gross appreciation of
$50,840 for those investments having an excess of value over cost and gross
depreciation of $838,437 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, 1998 as the accumulated loss related deferred tax asset of
$492,000 continues to be fully reserved. The deferred tax assets and related
valuation allowance decreased $6,000 during the year ended September 30, 1998
due to the utilization of operating loss carryovers. Accumulated net investment
loss carryovers for income tax purposes total $1,153,000 at March 31, 1999, and
will expire in varying amounts through 2008.
6. Purchase and Retirement of Treasury Stock During the period ended March 31,
1999, the Fund purchased 650,000 shares of its common stock at a cost of $11,325
for the purpose of reducing the number of outstanding shares.
7. Subsequent Event
On April 7, 1999, Andaman Investments, Inc. paid in full the
$145,500 note receivable and $3,896 in accrued interest due the Fund.
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 11/15/04
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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 11/15/04
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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