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: 811-21532

Frank Funds

(Exact Name of Registrant as Specified in Charter)

312 East 22^nd Street, #2B, New York, NY  10010

 (Address of Principal Executive Offices)  (Zip Code)

Brian J. Frank, Frank Capital Partners LLC

312 East 22^nd Street, #2B, New York, NY  10010

 (Name and Address of Agent for Service)

With copy to:

JoAnn M. Strasser, Thompson Hine LLP

312 Walnut Street, 14th Floor, Cincinnati, Ohio  45202

Registrant’s Telephone Number, including Area Code:  973-887-7698

Date of fiscal year end: June 30

Date of reporting period: December 31, 2012

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. § 3507.

Item 1.  Reports to Stockholders.

FRANK FUNDS

SEMI-ANNUAL REPORT

FRANK VALUE FUND

LEIGH BALDWIN TOTAL RETURN FUND

December 31, 2012

(Unaudited)

FRANK VALUE FUND

PORTFOLIO ANALYSIS

DECEMBER 31, 2012 (UNAUDITED)

The following chart gives a visual breakdown of the Frank Value Fund (the “Value Fund”) by the industry sectors, while the underlying securities represent as a percentage of the portfolio of investments.

LEIGH BALDWIN TOTAL RETUN FUND

PORTFOLIO ANALYSIS

DECEMBER 31, 2012 (UNAUDITED)

The following chart gives a visual breakdown of the Leigh Baldwin Total Return Fund (the “Baldwin Fund”) by the industry sectors, while the underlying securities represent as a percentage of the portfolio of investments.

	Value Fund
	Schedule of Investments
	December 31, 2012 (Unaudited)
Shares		Value
COMMON STOCKS - 90.09%
Apparel & Other Finished Products - 2.91%
16,278	True Religion Apparel, Inc.	$      413,787
Communications Services, NEC - 4.88%
10,887	Neustar Inc. Class A *	456,492
99,906	Vonage Holdings Corp. *	236,777
		693,269
Computer Communications Equipment - 3.21%
23,210	Cisco Systems, Inc.	456,063
Electronic Computers - 2.86%
39,991	Dell, Inc.	405,509
Finance Services - 3.85%
9,519	American Express Co.	547,152
Fire, Marine & Casualty Insurance - 10.69%
8,669	Berkshire Hathaway, Inc. Class B *	777,609
32,118	Greenlight Capital Reinsurance, Ltd. Class A *	741,283
		1,518,892
Hospital & Medical Service Plans - 5.17%
5,477	Humana, Inc.	375,887
7,361	Wellcare Healthplans, Inc. *	358,407
		734,294
Pharmaceutical Preparations - 5.08%
28,773	Pfizer, Inc.	721,607
Semiconductors & Related Devices - 2.00%
13,798	Intel Corp.	284,515
Services-Advertising Agencies - 3.03%
22,153	Valueclick, Inc. *	429,990
Services-Business Services, NEC - 7.52%
9,645	Global Payments, Inc.	436,918
30,411	RPX Corp. *	274,915
26,187	Western Union Co.	356,405
		1,068,238
Services-Computer Integrated Systems Design - 2.50%
20,483	Quality Systems, Inc.	355,585
Services-Computer Programming, Date Processing, ETC - 6.40%
879	Google Inc. Class A *	621,787
11,094	Mantech International Corp. Class A	287,778
		909,565
Services-Consumer Credit Reporting, Collection Agencies - 3.44%
6,204	Dun & Bradstreet Corp.	487,945
Services-Engineering, Accounting, Research, Management - 2.12%
26,570	SAIC, Inc.	300,772
Services-Personal Services - 6.80%
34,555	Heidrick & Struggles International, Inc.	527,309
23,593	H.R. Block, Inc.	438,122
		965,431
Services-Prepackaged Software - 9.01%
10,601	BMC Software, Inc. *	420,012
11,956	CA Technologies, Inc.	262,793
22,318	Microsoft Corp.	596,107
		1,278,912
Telegraph & Other Message Communications - 3.07%
14,229	J2 Global Communications, Inc.	435,407
Wholesale-Drugs, Proprietaries & Druggists Sundries - 5.55%
11,169	AmerisourceBergen Corp.	482,277
8,256	Nu Skin Enterprises, Inc. Class A	305,885
		788,162
TOTAL FOR COMMON STOCKS (Cost $11,498,348) - 90.09%		12,795,095
Underlying Security
Expiration Date/Exercise Price
PUT OPTIONS - 0.02% *
Shares Subject
to Put
	Euro Bond Future (GBL)
100,000	March 2013 Put @ $131.50	1,319
	Japan 10 Year Bond Future (JGB)
8,000,000	February 2013 Put @ $139.50	922
	Total (Premiums Paid $4,790) - 0.02%	2,241
FOREIGN CURRENCY - 0.01% *
711	Euro	938
108,423	Japanese Yen	1,250
TOTAL FOR FOREIGN CURRENCY (Cost $2,227) - 0.01%		2,188
SHORT TERM INVESTMENTS - 6.37%
904,433	Fidelity Institutional Money Market Portfolio 0.26% **	904,433
TOTAL FOR SHORT TERM INVESTMENTS (Cost $904,433) - 6.37%		904,433
TOTAL INVESTMENTS (Cost $12,409,798) - 96.49%		13,703,957
OTHER ASSETS IN EXCESS OF LIABILITIES - 3.51%		498,909
NET ASSETS - 100.00%		$  14,202,866
* Non-income producing securities during the period.
** Variable rate security; the coupon rate shown represents the yield at December 31, 2012.
Various inputs are used in determining the value of the Fund's investments.  These inputs are summarized in the three broad levels listed below:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an active market, price for similar instruments, interest rates, prepayment speeds, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
The following is a summary of inputs used as of December 31, 2012, in valuing the Fund’s investments carried at value:

Investments in Securities	Level 1	Level 2	Level 3	Total
Common Stocks	$   12,795,095	-	-	$    12,795,095
Put Options	2,241			2,241
Foreign Currency	2,188			2,188
Short-Term Investments:
Fidelity Institutional Money Market Portfolio	904,433	-	-	904,433
	$   13,703,957	-	-	$    13,703,957

There were no significant transfers into or out of Level 1, Level 2, or Level 3 during the period. It is the Fund’s policy to recognize transfers into and out of Level 1, Level 2, and Level 3 at the end of the reporting period.

The accompanying notes are an integral part of these financial statements.

	Baldwin Fund
	Schedule of Investments
	December 31, 2012 (Unaudited)
Shares		Value
COMMON STOCKS - 74.21%
Banks - 1.17%
1,000	JP Morgan Chase & Co.	$        43,969
Computer Storage Devices - 4.04%
6,000	EMC Corp. *	151,800
Crude Petroleum & Natural Gas - 3.11%
6,000	Petroleo Brasileiro S.A. (Brazil) *	116,820
Electronic Computers - 1.42%
100	Apple, Inc.	53,217
Finance Services - 2.84%
10,000	Oneida Financial Corp.	106,500
Guided Missiles & Space Vehicles & Parts - 2.46%
1,000	Lockheed Martin Corp.	92,290
Investment Advice - 1.08%
2,000	Federated Investors, Inc.	40,460
Metal Mining - 4.10%
4,500	Freeport McMoran Copper & Gold, Inc.	153,900
Petroleum Refining - 5.27%
6,000	Suncor Energy, Inc.	197,880
Pharmaceutical Preparations - 5.25%
4,000	Eli Lilly & Co.	197,280
Plastic Material, Synthetic Resin/Rubber, Cellulos (No Glass) - 4.79%
4,000	Johnson Controls, Inc.	179,914
Public Building and Related Furniture - 4.08%
5,000	Johnson Controls, Inc.	153,350
Refuse Systems - 5.39%
6,000	Waste Management, Inc.	202,440
Retail-Eating Places - 4.70%
2,000	Mcdonald's Corp.	176,420
Retail-Variety Stores - 1.84%
700	Costco Wholesale Corp.	69,111
Semiconductors & Related Devices - 4.39%
8,000	Intel Corp.	164,960
Services-Business Services, NEC - 1.36%
1,000	Ebay, Inc. *	50,998
Services-Computer Processing & Data Preparation - 0.79%
1,000	AOL, Inc.	29,610
Services-Computer Programming, Data Processing - 2.13%
3,000	Facebook, Inc. *	79,859
Services-Engineering, Accounting, Research, Management - 4.14%
5,000	Paychex, Inc.	155,500
Services-Motion Picture & Video Tape Production - 1.76%
4,000	Dreamworks Animation SKG, Inc. *	66,280
Services-Prepackaged Software - 4.27%
6,000	Microsoft Corp.	160,258
Soap, Detergents, Cleaning Prepartation - 3.62%
2,000	Procter & Gamble Co.	135,780
Telecom Services - 0.21%
1,000	Rakuten, Inc.	7,880
TOTAL FOR COMMON STOCKS (Cost $2,863,319) - 74.21%		2,786,476
EXCHANGE TRADED FUNDS - 9.49%
10,000	Aberdeen Asia Pacific Fund	77,400
7,000	The Gabelli Global Gold, Natural Resources & Income Trust	89,600
1,000	iPath S&P VIX Short Term Futures ETN	31,810
3,000	Proshares Short Dow30	103,200
1,000	Proshares Ultra Short S&P 500	54,110
TOTAL FOR EXCHANGE TRADED FUNDS (Cost $371,684) - 9.49%		356,120
REAL ESTATE INVESTMENT TRUSTS - 0.75%
2,000	Annaly Capital Management, Inc.	28,080
TOTAL FOR REAL ESTATE INVESTMENT TRUSTS (Cost $31,276) - 0.75%		28,080
Underlying Security
Expiration Date/Exercise Price
PUT OPTIONS - 2.46% *
Shares Subject
to Put
	AOL, Inc.
1,000	July 2013 Put @ $36.00	7,100
	Arcelor Mittal (luxembourg)
8,000	June 2013 Put @ $12.00	3,200
	BP, Plc ADR
3,000	July 2013 Put @ $37.00	4,590
	Costco Wholesale Corp.
700	July 2013 Put @ $98.00	3,920
	E. I. du Pont de Nemours and Company
2,500	July 2013 Put @ $38.00	3,125
	Eli Lilly & Co.
3,000	July 2013 Put @ $44.00	4,230
	EMC Corp.
4,500	July 2013 Put @ $22.00	3,915
	Facebook, Inc.
3,000	July 2014 Put @ $25.00	12,000
	Freeport McMoran Copper & Gold, Inc.
3,000	May 2013 Put @ $35.00	10,950
	Intel Corp.
7,000	July 2013 Put @ $19.00	7,210
	Johnson Controls, Inc.
5,000	July 2013 Put @ $26.00	5,250
	McDonald's Corp.
2,000	June 2013 Put @ $77.50	2,620
	Microsoft Corp.
5,000	July 2013 Put @ $24.00	4,950
	Paychex, Inc.
3,000	June 2013 Put @ $29.00	2,700
	Petroleo Brasileiro S.A. (Brazil)
6,000	July 2013 Put @ $16.00	4,440
	Suncor Energy, Inc.
5,000	June 2013 Put @ $29.00	5,850
	Walgreen Co.
4,000	July 2013 Put @ $32.00	3,840
	Waste Management, Inc.
5,000	July 2013 Put @ $28.00	2,500
	Total (Premiums Paid $112,130) - 2.46%	92,390
SHORT TERM INVESTMENTS - 30.04%
1,128,071	Fidelity Government Fund Class-I 0.01% **	1,128,071
TOTAL FOR SHORT TERM INVESTMENTS - (Cost $1,128,071) 30.04%		1,128,071
TOTAL INVESTMENTS (Cost $4,506,480) - 116.95%		4,391,137
LIABILITIES IN EXCESS OF OTHER ASSETS - (16.95)%		(636,451)
NET ASSETS - 100.00%		$   3,754,686
* Non-income producing securities during the period.
** Variable rate security; the coupon rate shown represents the yield at December 31, 2012.
The accompanying notes are an integral part of these financial statements.

Baldwin Fund
Schedule of Call Options Written
December 31, 2012 (Unaudited)
	CALL OPTIONS WRITTEN *
	Underlying Security	Shares Subject
	Expiration Date/Exercise Price	to Call	Value
	Annaly Capital Management, Inc.
	January 2013 Call @ $15.00	2,000	$               60
	AOL, Inc.
	January 2013 Call @ $31.00	1,000	300
	Apple, Inc.
	January 2013 Call @ $535.00	100	645
	Costco Co, Inc.
	January 13 2013 Call @ $100.00	700	805
	E. I. du Pont de Nemours and Company
	January 2013 Call @ $45.00	4,000	3,240
	Ebay, Inc.
	January 2013 Call @ $50.00	1,000	2,260
	Eli & Lilly Co.
	January 2013 Call @ $50.00	4,000	2,200
	EMC Corp.
	January 2013 Call @ $26.00	6,000	1,800
	Facebook, Inc.
	January 2013 Call @ $27.50	3,000	300
	Federated Investors, Inc.
	January 2013 Call @ $20.99	2,000	400
	Freeport-McMoRan Copper & Gold, Inc.
	January 2013 Call @ $33.50	4,500	3,870
	Intel Corp.
	January 2013 Call @ $21.00	8,000	2,800
	iPath S&P 500 VIX ST Futures
	January 2013 Call @ $37.00	1,000	160
	Johnson Controls, Inc.
	January 2013 Call @ $27.00	5,000	16,250
	JP Morgan Chase & Co.
	January 2013 Call @ $43.50	1,000	650
	Lockheed Martin Corp.
	January 2013 Call @ $90.00	1,000	3,600
	McDonald's Corp.
	January 2013 Call @ $90.00	2,000	1,000
	Microsoft Corp.
	January 2013 Call @ $27.00	6,000	2,280
	Paychex, Inc.
	January 2013 Call @ $33.00	5,000	250
	Petroleo Brasileiro S.A. (Brazil)
	January 2013 Call @ $20.00	6,000	2,400
	Procter & Gamble Co.
	January 2013 Call @ $70.00	2,000	360
	Proshares Short Dow 30
	February 2013 Call @ $36.00	3,000	1,500
	Proshares Ultrashort S&P 500
	January 2013 Call @ $58.00	1,000	250
	Suncor Energy, Inc.
	January 2013 Call @ $33.00	6,000	2,640
	Waste Management, Inc.
	January 2013 Call @ $33.00	6,000	5,700
	Total (Premiums Paid $29,872)		$         55,720
* Non-income producing securities during the period.

Various inputs are used in determining the value of the Fund's investments.  These inputs are summarized in the three broad levels listed below:
Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Fund has the ability to access.
Level 2 - Observable inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly.  These inputs may include quoted prices for the identical instrument on an active market, price for similar instruments, interest rates, prepayment speeds, yield curves, default rates and similar data.
Level 3 - Unobservable inputs for the asset or liability, to the extent relevant observable inputs are not available, representing the Fund's own assumptions about the assumptions a market participant would use in valuing the asset or liability, and would be based on the best information available.
The inputs or methodology used for valuing securities are not an indication of the risk associated with investing in those securities.
The following is a summary of inputs used as of December 31, 2012, in valuing the Fund’s investments carried at value:
	Investments in Securities	Level 1	Level 2	Level 3	Total
	(Assets)
	Common Stocks	$            2,786,476	-	-	$ 2,786,476
	Exchange Traded Funds	$               356,120	-	-	$    356,120
	Put Options	$                 92,390	-	-	$      92,390
	Real Estate Investment Trusts	$                 28,080	-	-	$      28,080
	Short-Term Investments:
	Fidelity Government Fund Class-I	$            1,128,071	-	-	$ 1,128,071
	Total	$            4,391,137	-	-	$ 4,391,137
	Investments in Securities Sold Short	Level 1	Level 2	Level 3	Total
	(Liabilities)
	Call Options	$                 55,720	-	-	$      55,720
	Total	$                 55,720	-	-	$      55,720
There were no significant transfers into or out of Level 1, Level 2, or Level 3 during the period. It is the Fund’s policy to recognize transfers into and out of Level 1, Level 2, and Level 3 at the end of the reporting period.
The accompanying notes are an integral part of these financial statements.

Frank Funds
Statements of Assets and Liabilities
December 31, 2012 (Unaudited)
	Value Fund	Baldwin Fund
Assets:
Investments in Securities, at Value (Cost $12,407,571 and $4,506,480, respectively)	$     13,701,769	$          4,391,137
Cash Denominated in Foreign Currencies (Cost $2,227 and $0, respectively)	2,188	-
Cash	6,708	-
Receivables:
Dividends and Interest	10,085	1,277
Due from Adviser	-	31,525
Securities Sold	539,475	213,778
Prepaid Expenses	-	1,130
Total Assets	14,260,225	4,638,847
Liabilities:
Covered Call Options Written at Fair Market Value
(premiums received $0 and $29,872)	-	55,720
Payables:
Advisory Fees (Note 3)	12,510	-
Administrative Fees (Note 3)	3,159	410
Securities Purchased	-	797,799
Distribution Fees (Note 10)	13,181	19,491
Shareholder Redemptions	28,509	-
Accrued Expenses	-	10,741
Total Liabilities	57,359	884,161
Net Assets	$     14,202,866	$          3,754,686
Net Assets Consist of:
Paid In Capital	$     13,201,393	$          4,329,734
Undistributed Net Investment Gain (Loss)	(1,645)	15,138
Accumulated Undistributed Realized Loss on Investments	(291,041)	(448,995)
Unrealized Appreciation (Depreciation) in Value of Investments	1,294,159	(141,191)
Net Assets, for 1,286,103 and 483,397 Shares Outstanding, respectively	$     14,202,866	$          3,754,686
Net Asset Value Per Share		$                   7.77
Short-term Redemption Price Per Share ($7.77 x 0.98) *		$                   7.61
Investor Class:
Net Assets	$       9,652,479
Shares outstanding (unlimited number of shares authorized with no par value)	871,539
Net Asset Value	$              11.08
Short-term Redemption Price Per Share ($11.08 x 0.98) *	$              10.86
Class C:
Net Assets	$       2,198,550
Shares outstanding (unlimited number of shares authorized with no par value)	201,818
Net Asset Value	$              10.89
Short-term Redemption Price Per Share ($10.89 x 0.98) *	$              10.67
Institutional Class:
Net Assets	$       2,351,837
Shares outstanding (unlimited number of shares authorized with no par value)	212,746
Net Asset Value, Redemption Price and Offering Price Per Share	$              11.05
Short-term Redemption Price Per Share ($11.05 x 0.98) *	$              10.83
* The Funds will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.
The accompanying notes are an integral part of these financial statements.

Frank Funds
Statements of Operations
For the six months ended December 31, 2012 (Unaudited)
	Value Fund	Baldwin Fund
Investment Income:
Dividends (a)	$               118,751	$                  69,146
Interest	2,354	29
Total Investment Income	121,105	69,175
Expenses:
Advisory Fees (Note 3)	68,949	8,585
Administration Fees (Note 3 and 4, respectively)	17,412	30,246
Transfer Agent Fees	-	6,033
Miscellaneous Expenses	-	334
Audit Fees	-	3,781
Distribution Fees (Class C - $10,782 and Investor Class - $11,483)	22,265	19,079
Legal Fees	-	2,033
Custody Fees	-	8,140
Printing and Mailing Expense	-	276
Registration Fees	-	1,530
Total Expenses	108,626	80,037
Fees Waived and Reimbursed by the Advisor	-	(46,650)
Net Expenses	108,626	33,387
Net Investment Income	12,479	35,788
Realized and Unrealized Gain (Loss) on:
Realized Gain (Loss) on Investments	611,633	(232,629)
Realized Loss on Options	(14,642)	(41,018)
Realized Loss on Foreign Currency Transactions	(201)	-
Realized Gain (Loss) on Investments, Options and Foreign Currency Transactions	596,790	(273,647)
Net Change in Unrealized Appreciation (Depreciation) on:
Investments	(226,915)	270,870
Options	(110)	(20,589)
Foreign Currency Transactions	64	-
Change in Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions	(226,961)	250,281
Realized and Unrealized Gain (Loss) on Investments, Options and Foreign Currency Transactions	369,829	(23,366)
Net Increase in Net Assets Resulting from Operations	$               382,308	$                  12,422
(a) net of foreign withholding taxes of $703 - Baldwin Fund
The accompanying notes are an integral part of these financial statements.

Value Fund
Statements of Changes in Net Assets
	(Unaudited)
	Six Months
	Ended	Year Ended
	12/31/2012	6/30/2012
Increase (Decrease) in Net Assets From Operations:
Net Investment Gain (Loss)	$       12,479	$         (18,817)
Net Realized Gain on Investments, Options, and Foreign Currency Transactions	596,790	403,541
Unrealized Depreciation on Investments, Options, and Foreign Currency Transactions	(226,961)	(26,338)
Net Increase in Net Assets Resulting from Operations	382,308	358,386
Distributions to Shareholders:
Net Investment Income - Investor Class	(5,547)	-
Net Investment Income - Class C	-	-
Net Investment Income - Institutional Class	(7,779)	(799)
Realized Gains - Short Term	-	(46,998)
Realized Gains - Long Term	(1,167,161)	(76,589)
Total Distributions Paid to Shareholders	(1,180,487)	(124,386)
Capital Share Transactions (Note 5)	2,259,066	69,728
Total Increase in Net Assets	1,460,887	303,728
Net Assets:
Beginning of Period	12,741,979	12,438,251
End of Period (Including Undistributed Net Investment Loss
of $(1,645) and $(798), respectively)	$  14,202,866	$     12,741,979
The accompanying notes are an integral part of these financial statements.

Baldwin Fund
Statements of Changes in Net Assets
	(Unaudited)
	Six Months
	Ended	Year Ended
	12/31/2012	6/30/2012
Increase (Decrease) in Net Assets From Operations:
Net Investment Income	$           35,788	$             28,084
Net Realized Loss on Investments and Options	(273,647)	(47,977)
Unrealized Appreciation (Depreciation) on Investments and Options	250,281	(231,749)
Net Increase (Decrease) in Net Assets Resulting from Operations	12,422	(251,642)
Distributions to Shareholders:
Net Investment Income	(15,896)	(42,959)
Realized Gains - Short Term	-	(48,339)
Realized Gains - Long Term	-	-
Total Distributions Paid to Shareholders	(15,896)	(91,298)
Capital Share Transactions (Note 5)	(48,819)	112,040
Total Decrease in Net Assets	(52,293)	(230,900)
Net Assets:
Beginning of Period	3,806,979	4,037,879
End of Period (Including Undistributed Net Investment Income (Loss) of $15,138 and $(4,754), respectively)	$      3,754,686	$        3,806,979
The accompanying notes are an integral part of these financial statements.

Value Fund - Institutional Class
Financial Highlights
Selected data for a share outstanding throughout the period.
	(Unaudited)
	Six Months
	Ended		Year Ended	Period Ended
	12/31/2012		6/30/2012	6/30/2011	***
Net Asset Value, at Beginning of Period	$                 11.70		$           11.58	$          10.09
Income From Investment Operations:
Net Investment Income *	0.03		0.03	0.02
Net Gain on Securities (Realized and Unrealized)	0.29		0.22	1.50
Total from Investment Operations	0.32		0.25	1.52
Distributions:
Net Investment Income	(0.03)		(0.02)	(0.03)
Realized Gains	(0.94)		(0.11)	-
Total from Distributions	(0.97)		(0.13)	(0.03)
Redemption Fees ****	-		-	-
Net Asset Value, at End of Period	$                 11.05		$           11.70	$          11.58
Total Return **	2.74%		2.28%	15.07%
Ratios/Supplemental Data:
Net Assets at End of Period (Thousands)	$                  2,352		$           2,132	$             329
Ratio of Expenses to Average Net Assets	1.23%	†	1.23%	1.22%	†
Ratio of Net Investment Loss to Average Net Assets	0.51%	†	0.22%	0.26%	†
Portfolio Turnover	41.29%		43.48%	52.38%
* Per share net investment loss has been determined on the basis of average shares outstanding during the period.
** Assumes reinvestment of dividends.
*** For the Period November 3, 2010 (commencement of investment operations) through June 30, 2011.
**** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.
† Annualized
The accompanying notes are an integral part of these financial statements.

Value Fund - Class C
Financial Highlights
Selected data for a share outstanding throughout the period.
	(Unaudited)
	Six Months
	Ended		Year Ended	Period Ended
	12/31/2012		6/30/2012	6/30/2011	***
Net Asset Value, at Beginning of Period	$              11.57		$          11.52	$            9.32
Income From Investment Operations:
Net Investment Income *	(0.03)		(0.09)	(0.07)
Net Gain on Securities (Realized and Unrealized)	0.28		0.24	2.27
Total from Investment Operations	0.25		0.15	2.20
Distributions:
Net Investment Income	-		-	-	∞
Realized Gains	(0.93)		(0.11)	-
Total from Distributions	(0.93)		(0.11)	-
Redemption Fees ****	-		-	-
Net Asset Value, at End of Period	$              10.89		$          11.57	$          11.52
Total Return **	2.22%		1.50%	23.66%
Ratios/Supplemental Data:
Net Assets at End of Period (Thousands)	$              2,199		$          1,908	$          3,102
Ratio of Expenses to Average Net Assets	2.24%	†	2.24%	2.22%	†
Ratio of Net Investment Loss to Average Net Assets	(0.52)%	†	(0.77)%	(0.80)%	†
Portfolio Turnover	41.29%		43.48%	52.38%

* Per share net investment loss has been determined on the basis of average shares outstanding during the period.

** Assumes reinvestment of dividends.

*** For the Period September 23, 2010 (commencement of investment operations) through June 30, 2011.

**** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.

† Annualized

∞ Amount calculated is less than $0.005

The accompanying notes are an integral part of these financial statements.

Value Fund - Investor Class
Financial Highlights
Selected data for a share outstanding throughout the period.
	(Unaudited)
	Six Months
	Ended		Years Ended
	12/31/2012		6/30/2012		6/30/2011	6/30/2010	6/30/2009	6/30/2008
Net Asset Value, at Beginning of Period	$          11.71		$          11.59		$           8.40	$           7.40	$     10.42	$     13.61
Income From Investment Operations:
Net Investment Income (Loss) *	0.01		0.00	(a)	(0.01)	(0.06)	(0.03)	(0.04)
Net Gain (Loss) on Securities (Realized and Unrealized)	0.30		0.23		3.20	1.06	(2.16)	(1.74)
Total from Investment Operations	0.31		0.23		3.19	1.00	(2.19)	(1.78)
Distributions:
Net Investment Income	(0.01)		-		-	-	-	-
Realized Gains	(0.93)		(0.11)		-	-	(0.83)	(1.41)
Total from Distributions	(0.94)		(0.11)		-	-	(0.83)	(1.41)
Redemption Fees ***	-		-		-	-	-	-
Net Asset Value, at End of Period	$          11.08		$          11.71		$         11.59	$           8.40	$      7.40	$     10.42
Total Return **	2.69%		2.10%		37.98%	13.51%	(19.12)%	(14.31)%
Ratios/Supplemental Data:
Net Assets at End of Period (Thousands)	$          9,652		$          8,703		$         9,008	$         4,307	$       883	$       968
Ratio of Expenses to Average Net Assets	1.49%	†	1.49%		1.49%	1.50%	1.50%	1.50%
Ratio of Net Investment Loss to Average Net Assets	0.25%	†	(0.02)%		(0.07)%	(0.68)%	(0.43)%	(0.35)%
Portfolio Turnover	41.29%		43.48%		52.38%	58.68%	47.11%	63.03%
* Per share net investment loss has been determined on the basis of average shares outstanding during the period.
** Assumes reinvestment of dividends.
*** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.
† Annualized
(a)  Amount calculated is less that $0.005
The accompanying notes are an integral part of these financial statements.

Baldwin Fund
Financial Highlights
Selected data for a share outstanding throughout the period.
	(Unaudited)
	Six Months
	Ended		Years Ended			Period Ended *
	12/31/2012		6/30/2012	6/30/2011	6/30/2010	6/30/2009
Net Asset Value, at Beginning of Period	$               7.78		$               8.48	$                8.53	$                8.94	$              10.00
Income From Investment Operations:
Net Investment Income **	0.07		0.06	0.15	0.20	0.26
Net Loss on Securities (Realized and Unrealized)	(0.05)		(0.57)	0.44	(0.11)	(1.15)
Total from Investment Operations	0.02		(0.51)	0.59	0.09	(0.89)
Distributions:
Net Investment Income	(0.03)		(0.09)	(0.12)	(0.20)	(0.17)
Realized Gains	-		(0.10)	(0.52)	(0.30)	-
Total from Distributions	(0.03)		(0.19)	(0.64)	(0.50)	(0.17)
Redemption Fees ****	-		-	-	-	-
Net Asset Value, at End of Period	$               7.77		$               7.78	$                8.48	$                8.53	$                8.94
Total Return ***	0.29%		(6.08)%	7.10%	0.82%	(8.80)%	(a)
Ratios/Supplemental Data:
Net Assets at End of Period (Thousands)	$              3,755		$             3,807	$               4,038	$               3,324	$               1,631
Before Reimbursement:
Ratio of Expenses to Average Net Assets	4.21%	(b)	4.23%	4.47%	5.94%	16.14%	(b)
Ratio of Net Investment Income (Loss) to Average Net Assets	(0.57)%	(b)	(1.76)%	(0.99)%	(1.94)%	(11.24)%	(b)
After Reimbursement:
Ratio of Expenses to Average Net Assets	1.75%	(b)	1.75%	1.75%	1.75%	1.75%	(b)
Ratio of Net Investment Income to Average Net Assets	1.88%	(b)	0.72%	1.73%	2.25%	3.15%	(b)
Portfolio Turnover	228.41%		684.25%	759.21%	417.96%	195.12%
* For the Period August 1, 2008 (commencement of investment operations) through June 30, 2009.
** Per share net investment income has been determined on the basis of average shares outstanding during the period.
*** Assumes reinvestment of dividends.
**** The Fund will impose a 2% redemption fee on shares redeemed within 5 business days of purchase.
(a) Not Annualized
(b) Annualized
The accompanying notes are an integral part of these financial statements.

FRANK FUNDS

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2012 (UNAUDITED)

Note 1. Organization

Frank Funds (the “Trust”), is an open-end regulated investment company that was organized as an Ohio business trust on February 12, 2004. The Trust is permitted to issue an unlimited number of shares of beneficial interest of separate series, each series representing a distinct fund with its own investment objective and policies.  At present, there are two series authorized by the Trust, the Frank Value Fund (the “Value Fund”) and the Leigh Baldwin Total Return Fund (the “Baldwin Fund”) (each a “Fund” and collectively the “Funds”).  Frank Capital Partners LLC (“FCP” or “Frank Capital”) is the adviser to the Value Fund and Leigh Baldwin & Co., LLC (“LBC”) is the adviser to the Baldwin Fund.  The Value Fund’s investment objective is to provide long-term capital appreciation. The Value Fund’s principal investment strategy is value investing.  The Value Fund commenced operations on July 21, 2004.  The Baldwin Fund’s investment objective is to provide total return.  The Baldwin Fund seeks to achieve its investment objective by purchasing equity securities (including common stock, shares of other investment companies and exchange traded funds) and selling covered calls to generate income to the Baldwin Fund.  The Baldwin Fund also utilizes put options in conjunction with the covered calls to limit the risk of ownership of the underlying equity securities.  The Baldwin Fund commenced operations on August 1, 2008.

Note 2. Summary of Significant Accounting Policies

The following is a summary of the significant accounting policies followed by the Funds in the preparation of its financial statements.  These policies are in conformity with accounting principles generally accepted in the United States of America.

Security Valuation- Equity securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the adviser believes such prices accurately reflect the fair market value of such securities.  Securities that are traded on any stock exchange or on the NASDAQ over-the-counter market are generally valued by the pricing service at the last quoted sale price.  Lacking a last sale price, an equity security is generally valued by the pricing service at its last bid price.  When market quotations are not readily available, when the adviser determines that the market quotation or the price provided by the pricing service does not accurately reflect the current market value, or when restricted or illiquid securities are being valued, such securities are valued as determined in good faith by the adviser, in conformity with guidelines adopted by and subject to review by the Board of Trustees.

Fixed income securities generally are valued by using market quotations, but may be valued on the basis of prices furnished by a pricing service when the adviser believes such prices accurately reflect the fair market value of such securities.  A pricing service utilizes electronic data processing techniques based on yield spreads relating to securities with similar characteristics to determine prices for normal institutional-size trading units of debt securities without regard to sale or bid prices.  If the adviser decides that a price provided by the pricing service does not accurately reflect the fair market value of the securities, when prices are not readily available from a pricing service, or when restricted or illiquid securities are being valued, securities are valued at fair value as determined in good faith by the adviser, in conformity with guidelines adopted by and subject to review of the Board of Trustees.  Short term investments in fixed income securities with maturities of less than 60 days when acquired, or which subsequently are within 60 days of maturity, are valued by using the amortized cost method of valuation, which the Board has determined will represent fair value.

In accordance with the Trust’s good faith pricing guidelines, the adviser is required to consider all appropriate factors relevant to the value of securities for which it has determined other pricing sources are not available or reliable as described above.  No single standard for determining fair value exists since fair value depends upon the circumstances of each individual case.  As a general principle, the current fair value of an issue of securities being valued by the adviser would appear to be the amount which the owner might reasonably expect to receive for them upon their current sale.  Methods which are in accord with this principle may, for example, be based on (i) a multiple of earnings; (ii) a discount from market of a similar freely traded security (including a derivative security or a basket of securities traded on other markets, exchanges or among dealers); or (iii) yield to maturity with respect to debt issues, or a combination of these and other methods.

Financial Futures Contracts   The Funds may invest in financial futures contracts solely for the purpose of hedging their existing portfolio securities, or securities that the Funds intend to purchase, against fluctuations in fair value caused by changes in market values or interest rates.  Upon entering into a financial futures contract, the Funds are required to pledge to the broker an amount of cash, U.S. government securities, or other assets, equal to a certain percentage of the contract amount (initial margin deposit).  Subsequent payments, known as “variation margin” are made or received by the Funds each day, depending on the daily fluctuations in the fair value of the security.  The Funds recognize a gain or loss equal to the daily variation margin.  Should market conditions move unexpectedly, the Funds may not achieve the anticipated benefits of the financial futures contracts and may realize a loss. The use of futures transactions involves the risk of imperfect correlation in movements in the price of futures contracts, interest rates, and the underlying hedged assets.

Option Writing - The Baldwin Fund may invest in put and call options.  When a fund writes an option, an amount equal to the premium received by the fund is recorded as a liability and is subsequently adjusted to the current fair value of the option written.  Premiums received from writing options that expire unexercised are treated by the Baldwin Fund on the expiration date as realized gains.  The difference between the premium and the amount paid on effecting a closing purchase transaction, including brokerage commissions, is also treated as a realized gain, or, if the premium is less than the amount paid for the closing purchase transaction, as a realized loss.  If a call option is exercised, the premium is added to the proceeds from the sale of the underlying security or currency in determining if the fund has a realized gain or loss.  If a put option is exercised, the premium reduces the cost basis of the securities purchased by the fund.  The Baldwin Fund as writer of an option bears the market risk of an unfavorable change in the price of the security underlying the written option.

Share Valuation - The price (net asset value) of the shares of each Fund is normally determined as of 4:00 p.m., Eastern time on each day the Funds are open for business and on any other day on which there is sufficient trading in the Funds’ securities to materially affect the net asset value. The Funds are normally open for business on every day except Saturdays, Sundays and the following holidays: New Year’s Day, Martin Luther King Day, Presidents Day, Good Friday, Memorial Day, Independence Day, Labor Day, Thanksgiving and Christmas.

Redemption Fee - To discourage short-term trades by investors, the Funds will impose a redemption fee of 2.00% of the total redemption amount (calculated at market value) if shares are redeemed within five business days of purchase. There were no redemption fees collected for the Funds for the six months ended December 31, 2012.

Security Transaction Timing - Security transactions are recorded on the dates transactions are entered into (the trade dates).  Dividend income and distributions to shareholders are recognized on the ex-dividend date.  Interest income is recognized on an accrual basis.  The Funds use the identified cost basis in computing gain or loss on sale of investment securities.  Discounts and premiums on securities purchased are amortized over the life of the respective securities.  Withholding taxes on foreign dividends are provided for in accordance with the Funds’ understanding of the applicable country’s tax rules and rates.

Income Taxes - The Funds intend to continue to qualify each year as a “regulated investment company” under Subchapter M of the Internal Revenue Code of 1986, as amended. By so qualifying, the Funds will not be subject to federal income taxes to the extent that they distribute substantially all of their net investment income and any realized capital gains. It is the Funds’ policy to distribute annually, prior to the end of the calendar year, dividends sufficient to satisfy excise tax requirements of the Internal Revenue Service.  This Internal Revenue Service requirement may cause an excess of distributions over the book year-end accumulated income.

In addition, GAAP requires management of the Funds to analyze all open tax years, fiscal years 2009-2011, as defined by IRS statue of limitations for all major industries, including federal tax authorities and certain tax authorities.  As of and during the six months ended December 31, 2012, the Funds did not have a liability for any unrecognized tax benefits.  The Funds have no examination in progress and is not aware of any tax positions for which it is reasonably possible that the total tax amounts of unrecognized tax benefits will significantly change in the next twelve months.  

Distributions to Shareholders - The Funds intend to distribute to their shareholders substantially all of their net realized capital gains and net investment income, if any, at year-end. Distributions will be recorded on ex-dividend date.

Foreign Currency - Investment securities and other assets and liabilities denominated in foreign currencies are translated into U.S. dollar amounts based on the exchange rate of such currencies against U.S. dollars on the date of valuation. Purchases and sales of investment securities and income and expense items denominated in foreign currencies are translated into U.S. dollar amounts at the exchange rate in effect on the respective dates of such transactions.

Reported net realized foreign exchange gains or losses arise from sales of foreign currencies, currency gains or losses realized between the trade and settlement dates on securities transactions, and the difference between the amounts of dividends, interest, and foreign withholding taxes recorded on the Fund's books and the U.S. dollar equivalent of the amounts actually received or paid. Net unrealized foreign exchange gains and losses arise from changes in the fair values of assets and liabilities, other than investments in securities at fiscal period end, resulting from changes in exchange rates.

Use of Estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of increases and decreases in net assets during the reporting period.  Actual results could differ from those estimates.

Subsequent events: Management has evaluated the impact of all subsequent events on the Fund through the issuance date of these financial statements and has noted no such events requiring disclosure.

Note 3. Investment Management and Administrative Agreements

Value Fund

The Trust has a Management Agreement with Frank Capital, with respect to the Value Fund. Under the terms of the Management Agreement, Frank Capital manages the investment portfolio of the Value Fund, subject to policies adopted by the Trust’s Board of Trustees. Under the Management Agreement, Frank Capital, at its own expense and without reimbursement from the Trust, furnishes office space and all necessary office facilities, and pays fees and expenses incurred by the Value Fund, including but not limited to, legal, auditing, accounting, and expenses of the custodian, along with equipment and executive personnel necessary for managing the assets of the Value Fund. Frank Capital also pays the salaries and fees of all its officers and employees that serve as officers and trustees of the Trust.  Frank Capital pays all ordinary operating expenses of the Value Fund except brokerage fees and commissions, taxes, borrowing costs (such as (a) interest and (b) dividend expenses on securities sold short), acquired fund fees and expenses, and extraordinary expenses. For its services and the payment of Value Fund ordinary operating expenses, Frank Capital receives an annual investment management fee of 0.99% of the average daily net assets of the Value Fund.  Prior to September 15, 2010, the management fee was 1.49%.  For the six months ended December 31, 2012, Frank Capital earned fees of $68,949 from the Value Fund.  As of December 31, 2012, the Value Fund owed Frank Capital $12,510.

FCP also provides administrative services to the Value Fund under an Administration Agreement and receives a fee equal to 0.25% of the Value Fund’s average daily net assets for those services.  Under the Administration Agreement, FCP pays all of the operating expenses of the Value Fund except management fees, Rule 12b-1 fees, brokerage, taxes, borrowing costs (such as interest and dividend expense of securities sold short), and extraordinary expenses.  For the six months ended December 31, 2012 the Value Fund accrued $17,412 in administrative fees.  At December 31, 2012, the Value Fund owed $3,159 in administrative fees.  

Baldwin Fund

The Trust has a Management Agreement with LBC with respect to the Baldwin Fund.  Under the terms of the Management Agreement, LBC manages the investment portfolio of the Baldwin Fund, subject to policies adopted by the Trust's Board of Trustees.  Under the terms of the Management Agreement LBC pays all of the expenses of the Baldwin Fund except administrative fees, 12b-1 fees, brokerage fees and commissions, taxes, borrowing costs (such as interest and dividend expense of securities sold short) acquired fund fees and expenses and extraordinary expenses. As compensation for its management services, the Baldwin Fund is obligated to pay LBC a fee computed and accrued daily and paid monthly at an annual rate of 0.45% of the average daily net assets of the Baldwin Fund. For the six months ended December 31, 2012, LBC earned a fee of $8,585 from the Baldwin Fund.

LBC has contractually agreed to defer its fees and to reimburse expenses, exclusive of any front-end or contingent deferred loads, taxes, leverage interest, brokerage commissions, expenses incurred in connection with any merger or reorganization, dividend expense on securities sold short, underlying fund fees, 12b-1 fees and expenses or extraordinary expenses such as litigation, at least until October 31, 2019,  so that the total annual operating expenses will not exceed 1.75%, subject to possible recoupment from the Baldwin Fund in future years on a rolling three year basis (within the three years after the fees have been deferred  or reimbursed) if such recoupment can be achieved within the foregoing expense limits.  LBC reimbursed the Baldwin Fund $46,650 of expenses for the six months ended December 31, 2012.  LBC owed the Fund $31,525 for reimbursement of expenses at December 31, 2012.  At June 30, 2012, the amount subject to future recoupment is as follows:

Fiscal Year Ended                         Recoverable Through                                  Amount

June 30, 2010

June 30, 2013

$107,270

June 30, 2011

June 30, 2014

$102,679

June 30, 2012

June 30, 2015

$  97,004

Note 4. Related Party Transactions

Brian J. Frank and Monique Weiss are the control persons of Frank Capital.  Brian Frank also serves as a trustee of the Trust, and both Mr. Frank and Ms. Weiss serve as officers of the Trust. Mr. Frank and Ms. Weiss receive benefits from Frank Capital resulting from management fees paid to Frank Capital by the Value Fund.

The Baldwin Fund pays LBC brokerage commissions for executing securities transactions, which are separate from, and in addition to, the fees paid by the Baldwin Fund to LBC for advisory services.  For the six months ended December 31, 2012, LBC was paid $27,182 in brokerage commissions.  Frank Capital receives administration fees from the Baldwin Fund of $5,000 per month.  Administrative fees paid to Frank Capital for the six months ended December 31, 2012, were $30,246.  At December 31, 2012 the Baldwin Fund owed $410 in administrative fees.  LBC acts as the distributor of the Baldwin Fund.    

Note 5. Capital Share Transactions

The Trust is authorized to issue an unlimited number of shares of separate series.  The total paid-in capital as of December 31, 2012, was $13,201,393 and $4,329,734 for the Value Fund and the Baldwin Fund, respectively.  Transactions in capital were as follows:

Value Fund – Investor Class	July 1, 2012 through December 31, 2012		July 1, 2011 through June 30, 2012
	Shares	Amount	Shares	Amount
Shares sold	176,424	$2,094,568	375,771	$   4,321,425
Shares reinvested	60,882	671,521	7,415	81,640
Shares redeemed	(109,164)	(1,288,007)	(416,802)	(4,864,284)
Net Increase	128,142	$1,478,082	(33,616)	$      (461,219)

Value Fund – Class C	July 1, 2012 through December 31, 2012		July 1, 2011 through June 30, 2012
	Shares	Amount	Shares	Amount
Shares sold	52,833	$  605,324	116,744	$  1,291,526
Shares reinvested	14,043	152,368	2,198	24,006
Shares redeemed	(29,974)	(355,619)	(223,260)	(2,601,151)
Net Increase	36,902	$  402,073	(104,318)	$  (1,285,619)

Value Fund – Institutional Class	July 1, 2012 through December 31, 2012		July 1, 2011 through June 30, 2012
	Shares	Amount	Shares	Amount
Shares sold	76,183	$   898,376	167,493	$   1,971,778
Shares reinvested	18,734	206,266	370	4,066
Shares redeemed	(64,417)	(725,731)	(13,994)	(159,278)
Net Increase	30,500	$   378,911	153,869	$   1,816,566

Baldwin Fund	July 1, 2011 through December 31, 2012		July 1, 2010 through June 30, 2011
	Shares	Amount	Shares	Amount
Shares sold	4,530	$   35,350	86,258	$   741,548
Shares reinvested	1,723	13,441	27,613	233,193
Shares redeemed	(12,485)	(97,610)	(27,631)	(236,627)
Net Increase	(6,232)	$ (48,819)	86,240	$   738,114

Note 6. Options

As of December 31, 2012, the Baldwin Fund had outstanding written call options valued at $55,720.

Transactions in written call options during the six months ended December 31, 2012, were as follows:

	Number of	Premiums Received
	Contracts
Options outstanding at June 30, 2012	1,098	$           52,740
Options written	5,134	239,308
Options exercised	(2,066)	(114,978)
Options expired	(2,943)	(120,205)
Options terminated in closing purchase transaction	(410)	(26,993)
Options outstanding at December 31, 2012	1,098	$           29,872

As of December 31, 2012, the Baldwin Fund held call and put options valued at $92,390.

Transactions in call and put options purchased during the six months ended December 31, 2012, were as follows:

	Number of	Premiums Paid
	Contracts
Options outstanding at June 30, 2012	908	$    241,063
Options purchased	1,129	187,888
Options expired	-	-
Options terminated	(1,330)	(316,821)
Options outstanding at December 31, 2012	707	$   112,130

As of December 31, 2012, the Value Fund held put options valued at $2,241.

Transactions in put options purchased during the six months ended December 31, 2012, were as follows:

	Number of	Premiums Paid
	Contracts
Options outstanding at June 30, 2012	30,240	$       3,118
Options purchased	532,600	17,857
Options expired	(481,840)	(16,185)
Options terminated	(-)	(-)
Options outstanding at December 31, 2012	81,000	$       4,790

The location on the statement of assets and liabilities of the Baldwin Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:

  Liability

  Asset

Derivatives

             Derivatives

Call options written                                  $ 55,720

Investments in Securities

               $ 92,390

The location on the statement of assets and liabilities of the Value Fund’s derivative positions, which are not accounted for as hedging instruments under GAAP, is as follows:

  Liability

  Asset

Derivatives

             Derivatives

Call options written                                  $        -

Investments in Securities

                $ 2,241

Realized and unrealized gains and losses on derivatives contracts entered into during the six months ended December 31, 2012, by the Baldwin Fund are recorded in the following locations in the Statement of Operations:

	Realized		Unrealized
	Location	Gain/(Loss)	Location	Gain/(Loss)
Call options	Realized Gain		Change in Unrealized
Written and	(Loss) on Options	$ (41,018)	Appreciation/(Depreciation)	$ (20,589)
Purchased	Written		on Options

Realized and unrealized gains and losses on derivatives contracts entered into during the six months ended December 31, 2012, by the Value Fund are recorded in the following locations in the Statement of Operations:

	Realized		Unrealized
	Location	Gain/(Loss)	Location	Gain/(Loss)
Call options	Realized Gain		Change in Unrealized
Written and	(Loss) on Options	$    (14,642)	Appreciation/(Depreciation)	$ (110)
Purchased	Written		on Options

The selling of written call options may tend to reduce the volatility of the Funds because the premiums received from selling the options will reduce any losses on the underlying securities, but only by the amount of the premiums. However, selling the options may also limit the Funds’ gain on the underlying securities.  Written call options expose the Funds to minimal counterparty risk since they are exchange-traded and the exchange’s clearing house guarantees the options against default.

The Funds engage in option transactions involving individual securities and stock indexes. An option involves either: (a) the right or the obligation to buy or sell a specific instrument at a specific price until the expiration date of the option; or (b) the right to receive payments or the obligation to make payments representing the difference between the closing price of a stock index and the exercise price of the option expressed in dollars times a specified multiple until the expiration date of the option. The Funds may purchase and write options. Options are sold (written) on securities and stock indexes. The purchaser of an option on a security pays the seller (the writer) a premium for the right granted but is not obligated to buy or sell the underlying security. The purchaser of an option on a stock index pays the seller a premium for the right granted, and in return the seller of such an option is obligated to make the payment. A writer of an option may terminate the obligation prior to expiration of the option by making an offsetting purchase of an identical option. Options are traded on organized exchanges and in the over-the-counter market. To cover the potential obligations involved in writing options, a Fund will either: (a) own the underlying security, or in the case of an option on a market index, will hold a portfolio of stocks substantially replicating the movement of the index; or (b) the Fund will segregate with the custodian high grade liquid assets sufficient to purchase the underlying security or equal to the market value of the stock index option, marked to market daily.

The purchase of options limits a Fund's potential loss to the amount of the premium paid and can afford the Fund the opportunity to profit from favorable movements in the price of an underlying security to a greater extent than if transactions were effected in the security directly. However, the purchase of an option could result in the Fund losing a greater percentage of its investment than if the transaction were effected directly. When a Fund writes a call option, it will receive a premium, but it will give up the opportunity to profit from a price increase in the underlying security above the exercise price as long as its obligation as a writer continues, and it will retain the risk of loss should the price of the security decline. When a Fund writes a put option, it will assume the risk that the price of the underlying security or instrument will fall below the exercise price, in which case a Fund may be required to purchase the security or instrument at a higher price than the market price of the security or instrument. In addition, there can be no assurance that the Fund can affect a closing transaction on a particular option it has written. Further, the total premium paid for any option may be lost if a Fund does not exercise the option.

The Funds engage in option transactions involving securities and stock indices in order to gain exposure to particular securities or markets, in connection with hedging transactions, or to try to enhance returns. Options require additional skills and techniques beyond normal portfolio management. The Funds’ use of options involves risk that such instruments may not work as intended due to unanticipated developments, especially in abnormal market conditions, or if the Adviser makes an error in judgment, or other causes. The use of options may magnify the increase or decrease in the performance of the Funds, and may also subject the Funds to higher price volatility.

The premiums paid for the options represent the cost of the investment and the options are valued daily at their closing price. The Funds recognize a realized gain or loss when the option is sold or expired. Option holdings within the Funds, which may include put options and call options, are subject to loss of value with the passage of time, and may experience a total loss of value upon expiration. With options, there is minimal counterparty risk to the Funds since they are exchange traded.

Note 7. Investment Transactions

For the six months ended December 31, 2012, purchases and sales of investment securities other than U.S. Government obligations and short-term investments for the Value Fund aggregated $6,318,789 and $4,721,374, respectively.  Purchases and sales of options for the Value Fund aggregated $17,803 and $0, respectively.   

For the six months ended December 31, 2012, purchases and sales of investment securities other than U.S. Government obligations, short-term investments and for the Baldwin Fund aggregated $7,573,864 and $7,736,466, respectively.  Purchases and sales of options for the Baldwin Fund aggregated $324,534 and $389,581, respectively.   

Note 8. Tax Matters

As of June 30, 2012, the tax basis components of distributable earnings, unrealized appreciation (depreciation) and cost of investment securities for each of the Funds were as follows:

	Value Fund	Baldwin Fund
Undistributed ordinary income	$                  -	$          28,084
Undistributed realized capital gain (loss)	$      442,615	$                   -
Short-term capital loss carryforward no expiration	$                  -	$       (69,415)
Long-term capital loss carryforward no expiration	-	(17,125)
Total	$                  -	$       (86,540)
Post-October capital loss deferrals realized between 11/1/2011 and 6/30/2012 *	$                  -	$          60,885
Gross unrealized appreciation on investment securities	$   1,960,561	$          79,961
Gross unrealized depreciation on investment securities	(601,377)	(464,103)
Net unrealized depreciation on investment securities	$   1,359,184	$     (384,142)
Cost of investment securities, including Short Term investments **	$ 11,338,663	$     4,344,801

*These deferrals are considered incurred in the subsequent year.

** The difference between book and tax cost represents disallowed wash sales for tax purposes.

+ The capital loss carryforward will be used to offset any capital gains realized by the Value Fund in future years through the expiration date.  The Value Fund will not make distributions from capital gains while a capital loss carry forward remains.

The Regulated Investment Company Modernization Act of 2010 (the “Act”) was enacted on December 22, 2010. The Act makes changes to several tax rules impacting the Fund. In general, some provisions of the Act, not including the changes to capital loss carryforwards, are effective for the Fund’s fiscal year ending June 30, 2011. Although the Act provides several benefits, including the unlimited carryover of future capital losses, there may be a greater likelihood that all or a portion of the Fund’s pre-enactment capital loss carryovers may expire without being utilized due to the fact that post-enactment capital losses get utilized before pre-enactment capital loss carryovers.

The Funds paid the following distributions for the year ended June 30, 2012 and the six months ended December 31, 2012:

Value Fund	Institutional Class
Periods Ended	$ Amount	Tax Character
12/31/2012	$              7,779	Ordinary income
12/31/2012	$          218,801	Long-term capital gain
6/30/2012	$                 799	Ordinary income
6/30/2012	$              1,765	Short-term capital gain
6/30/2012	$              2,877	Long-term capital gain
	Class C
12/31/2012	$          175,344	Long-term capital gain
6/30/2012	$            10,640	Short-term capital gain
6/30/2012	$            17,338	Long-term capital gain
	Investor Class
12/31/2012	$              5,547	Ordinary income
12/31/2012	$          773,016	Long-term capital gain
6/30/2012	$            34,593	Short-term capital gain
6/30/2012	$            56,374	Long-term capital gain
Baldwin Fund
Periods Ended	$ Amount	Tax Character
12/31/2012	$            15,896	Ordinary income
6/30/2012	$            42,959	Ordinary income
6/30/2012	$            48,339	Short-term capital gain

For the six months ended December 31, 2012, the tax character of the distributions paid were as follows:

	Value Fund	Baldwin Fund
Distributions paid from:
Ordinary Income	$13,326	$15,896
Realized Gains	$1,167,161	$         0
Total Distributions Paid	$1,180,487	$91,298

Permanent book and tax differences relating to shareholder distributions may result in reclassifications to paid in capital and may affect the per-share allocation between net investment income and realized and unrealized gain/loss.  Undistributed net investment income and accumulated undistributed net realized gain/loss on investment transactions may include temporary book and tax differences which reverse in subsequent periods.  Any taxable income or gain remaining at fiscal year end is distributed in the following year.

Note 9. Control and Ownership

The beneficial ownership, either directly or indirectly, of more than 25% of the voting securities of a fund creates a presumption of control of the fund, under Section 2(a)(9) of the Investment Company Act of 1940, as amended.  As of December 31, 2012, NFS, LLC owned approximately 87.57% of the Baldwin Fund, for the benefit of others, and may be deemed to control the Baldwin Fund.  As of December 31, 2012, NFS, LLC owned approximately 61.36% of the Value Fund Investor Class, for the benefit of others, and may be deemed to control the Value Fund Investor Class.  As of December 31, 2012, NFS, LLC owned approximately 84.24% of the Value Fund Institutional Class, for the benefit of others, and may be deemed to control the Value Fund Institutional Class. As of December 31, 2012, Pershing, LLC owned approximately 60.29% of the Value Fund Class C, for the benefit of others, and may be deemed to control the Value Fund Class C.  NFS, LLC owned approximately 35.32% of the Value Fund Class C, for the benefit of others and may be deemed to control the Value Fund Class C.

Note 10. Distribution and Service Fees

The Baldwin Fund has adopted a plan under Rule 12b-1 of the 1940 Act that allows the Baldwin Fund to pay distribution and service fees annually for the sale and distribution of shares and servicing of shareholders (“12b-1 fees”). The Fund pays distribution fees of 0.75% of the Fund’s average daily net assets to Leigh Baldwin, as the Fund’s distributor.  For the six months ended December 31, 2012, the Baldwin Fund accrued $19,079 in 12b-1 fees.

The Value Fund has adopted plans under Rule 12b-1 that allow the Value Fund to pay distribution fees for the sale and distribution of its Investor Class and Class C shares as well as shareholder services. Investor Class and Class C shareholders of the Fund may pay annual 12b-1 expenses of up to 0.25% and 1.00%, respectively. Because these fees are paid out of the Value Fund's assets on an on-going basis, over time these fees will increase the cost of your investment and may cost you more than paying other types of sales charges.  For the six months ended December 31, 2012, the Investor Class accrued $11,483 in distribution fees and Class C accrued $10,782 in distribution fees.

Note 11. New Accounting Pronouncement

In May 2011 the Financial Accounting Standards Board issued Accounting Standards Update (“ASU”) No. 2011-04 “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. Generally Accepted Accounting Principles (“GAAP”) and International Financial Reporting Standards (“IFRS”). ASU 2011-04 includes common requirements for measurement of and disclosure about fair value between U.S. GAAP and IFRS.  ASU 2011-04 will require reporting entities to disclose additional information for fair value measurements categorized within Level 3 of the fair value hierarchy. In addition, ASU 2011-04 will require reporting entities to make disclosures about amounts and reasons for all transfers in and out of Level 1 and Level 2 fair value measurements. The new and revised disclosures are effective for interim and annual reporting periods beginning after December 15, 2011. Management is currently evaluating the implications of ASU No. 2011-04 and its impact on the financial statements.

In December 2011, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (“ASU”) No. 2011-11 (the “Pronouncement”) related to disclosures about offsetting assets and liabilities.  The amendments in this ASU require an entity to disclose information about offsetting and related arrangements to enable users of its financial statements to understand the effect of those arrangements on its financial position.  The ASU is effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods.  The Pronouncement requires retrospective application for all comparative periods presented.  Management is currently evaluating the impact that this Pronouncement may have on the Fund’s financial statements.

Frank Funds
Expense Illustration
December 31, 2012 (Unaudited)
Expense Example
As a shareholder of the Value Fund or Baldwin Fund, you typically incur two types of costs: (1) transactions costs, including, deferred sales, charges (loads) and redemption fees; and (2) ongoing costs,  including management fees and distribution and/or service (12b-1) fees.  This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Funds and to compare these costs with the ongoing costs of investing in other mutual funds.
With respect to the Funds the Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period of July 1, 2012 through December 31, 2012.
Actual Expenses
The first line of the table below provides information about actual account values and actual expenses. You may use the information in this line, together with the amount you invested, to estimate the expenses that you paid over the period. Simply divide your account value by $1,000 (for example, an $8,600 account value divided by $1,000 = 8.6), then multiply the result by the number in the first line under the heading entitled "Expenses Paid During Period" to estimate the expenses you paid on your account during this period.
Hypothetical Example for Comparison Purposes
The second line of the table below provides information about hypothetical account values and hypothetical expenses based on the Fund’s actual expense ratio and an assumed rate of return of 5% per year before expenses, which is not the Fund’s actual return. The hypothetical account values and expenses may not be used to estimate the actual ending account balance or expenses you paid for the period. You may use this information to compare the ongoing costs of investing in these Funds and other funds. To do so, compare this 5% hypothetical example with the 5% hypothetical examples that appear in the shareholder reports of the other funds.
Value Fund - Investor Class
	Beginning Account Value	Ending Account Value	Expenses Paid During the Period *
	July 1, 2012	December 31, 2012	July 1, 2012 to December 31, 2012
Actual	$1,000.00	$1,026.88	$7.59
Hypothetical (5% Annual
Return before expenses)	$1,000.00	$1,017.65	$7.56
* Expenses are equal to the Fund's annualized expense ratio of 1.49%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
Value Fund - Class C
	Beginning Account Value	Ending Account Value	Expenses Paid During the Period *
	July 1, 2012	December 31, 2012	July 1, 2012 to December 31, 2012
Actual	$1,000.00	$1,022.23	$11.39
Hypothetical (5% Annual
Return before expenses)	$1,000.00	$1,013.88	$11.34
* Expenses are equal to the Fund's annualized expense ratio of 2.24%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
Value Fund - Institutional Class
	Beginning Account Value	Ending Account Value	Expenses Paid During the Period *
	July 1, 2012	December 31, 2012	July 1, 2012 to December 31, 2012
Actual	$1,000.00	$1,027.39	$6.27
Hypothetical (5% Annual
Return before expenses)	$1,000.00	$1,018.95	$6.24
* Expenses are equal to the Fund's annualized expense ratio of 1.23%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).
Baldwin Fund
	Beginning Account Value	Ending Account Value	Expenses Paid During the Period *
	July 1, 2012	December 31, 2012	July 1, 2012 to December 31, 2012
Actual	$1,000.00	$1,002.94	$8.81
Hypothetical (5% Annual
Return before expenses)	$1,000.00	$1,016.34	$8.87
* Expenses are equal to the Fund's annualized expense ratio of 1.75%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

FRANK FUNDS

BOARD OF TRUSTEES

DECEMBER 31, 2012 (UNAUDITED)

TRUSTEES AND OFFICERS

The following table provides information regarding each Trustee who is not an “interested person” of the Trust, as defined in the Investment Company Act of 1940. Each Trustee has an indefinite term.

Name, Address and Age	Position & Length of Time Served with the Trust	Principal Occupations During Past 5 Years and Current Directorships
Jason W. Frey, 312 E. 22nd St. #2B. New York, NY 10010 Age: 34	Trustee since June 2004.	Software Developer, ManageIQ, Inc., a virtualization software company, October 2007 to present; Product Developer, Metavante Corporation (f.k.a. Prime Associates, Inc), a banking software development company, September 2002 to October 2007.
Hemanshu Patel 312 E. 22nd St. #2B. New York, NY 10010 Age: 28	Trustee since January 2010.	Associate , J. W. Childs Associates, private equity firm, November 2007 to present; Analyst, Citigroup Global Markets, July 2006 to November 2007; Student, Rutgers University, August 2002 to May 2006
Andrea Goncalves 312 E. 22nd St. #2B. New York, NY 10010 Age: 30	Trustee since January 2010.	Senior Accountant, Security Atlantic Mortgage / REMM, mortgage company, May 2006 to present; Financial Management Associate, Ernst & Young, May 2004 to May 2006

The following table provides information regarding each Trustee who is an “interested person” of the Trust, as defined in the Investment Company Act of 1940, and each officer of the Trust. Each Trustee and Officer of the Trust has an indefinite term.

Name, Address and Age	Position(s) Held with the Fund	Term of Office and Length of  Time Served	Principal Occupation(s) During Past 5 Years	Number of Portfolios in Fund Complex Overseen by Director		Other Directorships Held by Director
Brian J. Frank1 312 E. 22nd St. #2B. New York, NY 10010 Age: 30	President, Treasurer, Chief Compliance Officer, and Trustee	Indefinite/ Treasurer, Secretary and Chief Compliance Officer, June 2004 – present; President, September 2009 – present	Chief Financial Officer of Frank Capital Partners LLC since June 2003	2	None
Monique M. Weiss1 312 E. 22nd St. #2B. New York, NY 10010 Age: 42	Secretary	Indefinite/ September 2009 – present	Self-employed, Consultant to mutual fund industry, 2006 – present; Executive Director, Morgan Stanley Investment Management, 1998 – 2006.	2	None

¹ Brian J. Frank is considered an “Interested” Trustee, as defined in the Investment Company Act of 1940, as amended, because he is affiliated with the Adviser.  Brian Frank and Monique Weiss are married.

Additional information regarding the Trustees and Officers is available in the Funds’ Statement of Additional Information.

FRANK FUNDS

ADDITIONAL INFORMATION

DECEMBER 31, 2012 (UNAUDITED)

Each Fund’s Statement of Additional Information ("SAI") includes additional information about the trustees and is available, without charge, upon request.  You may call toll-free (888) 217-5426 to request a copy of the SAI or to make shareholder inquiries.

A description of the policies and procedures that each Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how each Fund voted proxies during the most recent 12-month period ended June 30 are available without charge upon request by (1) calling (888) 217-5426 and (2) from the documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.

Each Fund files a complete schedule of investments with the SEC for the first and third quarter of each fiscal year on Form N-Q.  The Funds’ first and third fiscal quarters end on September 30 and March 31. The Form N-Q filing must be made within 60 days of the end of the quarter. The Funds’ Forms N-Q are available on the SEC’s website at http://sec.gov, or they may be reviewed and copied at the SEC’s Public Reference Room in Washington, DC (call 1-800-732-0330 for information on the operation of the Public Reference Room).  You may also obtain copies by calling (888) 217-5426.

Board of Trustees

Brian J. Frank

Jason W. Frey

Andrea Goncalves

Hemanshu Patel

Investment Advisers

Frank Capital Partners, LLC

312 E. 22^nd St. #2B

New York, NY 10010

Leigh Baldwin & Co., LLC

112 Albany Street, P.O. Box 660

Cazenovia, NY 13035

Dividend Paying Agent,

Shareholders’ Servicing Agent,

Transfer Agent

Mutual Shareholder Services, LLC

Custodian

Huntington National Bank

Independent Registered Public Accounting Firm

Sanville & Company

Legal Counsel

Thompson Hine LLP

This report is provided for the general information of the shareholders of the Value Fund and the Baldwin Fund. This report is not intended for distribution to prospective investors in the Funds, unless preceded or accompanied by an effective prospectus.

Item 2. Code of Ethics.

(a) As of the end of the period covered by this report, the registrant 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) For purposes of this item, “code of ethics” means written standards that are reasonably designed to deter wrongdoing and to promote:

(1) Honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

(2) Full, fair, accurate, timely, and understandable disclosure in reports and documents that a registrant files with, or submits to, the Commission and in other public communications made by the registrant;

(3) Compliance with applicable governmental laws, rules, and regulations;

(4) The prompt internal reporting of violations of the code to an appropriate person or persons identified in the code; and

(5) Accountability for adherence to the code.

(c) Amendments:  During the period covered by the report, there have not been any amendments to the provisions of the code of ethics.

(d) Waivers:  During the period covered by the report, the registrant has not granted any express or implicit waivers from the provisions of the code of ethics.

(e) The Code of Ethics is not posted on registrant’s website.

(f) A copy of the Code of Ethics is attached as an exhibit.

Item 3. Audit Committee Financial Expert.

(a) The registrant’s Board of Trustees has determined that it does not have an audit committee financial expert serving on its audit committee.  At this time, the registrant believes that the experience provided by each member of the audit committee together offer the registrant adequate oversight for the registrant’s level of financial complexity.

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.  Portfolio Managers of Closed-End Funds.  Not applicable.

Item 9.  Purchases of Equity Securities by Closed-End Funds.  Not applicable.

Item 10.  Submission of Matters to a Vote of Security Holders.  

The registrant has not adopted procedures by which shareholders may recommend nominees to the registrant's board of trustees.

Item 11.  Controls and Procedures.  

(a)

Disclosure Controls & Procedures.  Principal executive and financial officers have concluded that Registrant’s disclosure controls & procedures are effective based on their evaluation as of a date within 90 days of the filing date of this report.

(b)

There were no significant changes in the registrant’s internal control over financial reporting that occurred during the registrant’s second fiscal half-year that have materially affected, or are reasonably likely to materially affect, the registrant’s internal control over financial reporting.

Item 12.  Exhibits.  

(a)(1)

EX-99.CODE ETH.  Filed herewith.

(a)(2)

EX-99.CERT.  Filed herewith.

(a)(3)

Any written solicitation to purchase securities under Rule 23c-1 under the Act (17 CFR 270.23c-1) sent or given during the period covered by the report by or on behalf of the registrant to 10 or more persons.  Not applicable.

(b)

EX-99.906CERT.  Filed herewith.

SIGNATURES

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.

Frank Funds

By /s/Brian J. Frank, President & Treasurer

     Brian J. Frank

     President & Treasurer

Date: February 19, 2013

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/Brian J. Frank, President & Treasurer

     Brian J. Frank

     President & Treasurer

Date February 19, 2013