N-Q Filing

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED

MANAGEMENT INVESTMENT COMPANY

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: September 30, 2014

Form N-Q is to be used by management investment companies, other than small business investment companies registered on Form N-5 (ss.ss. 239.24 and 274.5 of this chapter), to file reports with the Commission, not later than 60 days after the close of the first and third fiscal quarters, pursuant to rule 30b1-5 under the Investment Company Act of 1940 (17 CFR 270.30b1-5). The Commission may use the information provided on Form N-Q in its regulatory, disclosure review, inspection, and policymaking roles.

A registrant is required to disclose the information specified by Form N-Q, and the Commission will make this information public. A registrant is not required to respond to the collection of information contained in Form N-Q 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 the Secretary, Securities and Exchange Commission, and 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. SCHEDULE OF INVESTMENTS.

ITEM 2. CONTROLS AND PROCEDURES.

(a)

EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES. The Registrant maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Registrant's filings under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 is recorded, processed, summarized and reported within the periods specified in the rules and forms of the Securities and Exchange Commission. Such information is accumulated and communicated to the Registrant's management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. The Registrant's management, including the principal executive officer and the principal financial officer, recognizes that any set of controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.

Within 90 days prior to the filing date of this Quarterly Schedule of Portfolio Holdings on Form N-Q, the Registrant had carried out an evaluation, under the supervision and with the participation of the Registrant's management, including the Registrant's principal executive officer and the Registrant's principal financial officer, of the effectiveness of the design and operation of the Registrant's disclosure controls and procedures. Based on such evaluation, the Registrant's principal executive officer and principal financial officer concluded that the Registrant's disclosure controls and procedures are effective.

(b)

CHANGES IN INTERNAL CONTROLS. There have been no significant changes in the Registrant's internal controls or in other factors that could significantly affect the internal controls subsequent to the date of their evaluation in connection with the preparation of this Quarterly Schedule of Portfolio Holdings on Form N-Q.

ITEM 3. EXHIBITS.

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 302 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, 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

Brian J. Frank

President

Date: November 24, 2014

By /s/Brian J. Frank, President

Brian J. Frank

President

Date November 24, 2014

By /s/Monique M. Weiss

Monique M. Weiss

Secretary

Date November 24, 2014


	Value Fund
	Schedule of Investments
	September 30, 2014 (Unaudited)

	Shares		Value

COMMON STOCKS - 68.00%

	Arrangement of Transportation - 2.85%
	62,041	Roadrunner Transportation Systems, Inc. *	$ 1,413,914

	Computer Communications Equipment - 2.90%
	57,119	Cisco Systems, Inc.	1,437,685

	Computer Storage Devices - 3.01%
	35,591	Teradata Corp. *	1,491,975

	Finance Services - 5.69%
	87,124	Blackhawk Network Holdings, Inc. Class-A *	2,822,818

	Fire, Marine & Casualty Insurance - 11.11%
	21,305	Berkshire Hathaway, Inc. Class-B *	2,943,073
	79,360	Greenlight Capital Reinsurance, Ltd. Class-A *	2,572,058
			5,515,131
	Gold & Silver Ores - 3.08%
	66,349	Goldcorp, Inc.	1,528,017

	Leather & Leather Products - 2.66%
	63,907	Vera Bradley, Inc. *	1,321,597

	Retail-Apparel & Accessory Stores - 2.10%
	74,971	Francesca's Holdings Corp. *	1,044,346

	Retail-Food Stores - 2.73%
	30,524	Vitamin Shoppe, Inc. *	1,354,960

	Retail-Radio, TV & Consumer Electronics - 4.33%
	21,313	Apple, Inc.	2,147,285

	Semiconductors & Related Devices - 2.88%
	77,410	Nvidia Corp.	1,428,215

	Services-Advertising - 4.65%
	141,055	News Corp. *	2,306,249

	Services-Business Services, NEC - 2.54%
	91,891	RPX Corp. *	1,261,663

	Services-Computer Integrated Systems Design - 5.06%
	50,106	Quality Systems, Inc.	689,960
	41,154	Science Applications International Corp.	1,820,241
			2,510,201
	Services-Computer Programming, Data Processing, Etc. - 1.48%
	27,221	Mantech International Corp. Class-A	733,606

	Services-Educational Services - 2.33%
	42,798	American Public Education, Inc. *	1,155,118

	Services-Miscellaneous Business - 2.33%
	142,980	Performant Financial Corp. *	1,155,278

	Services-Prepackaged Software - 6.29%
	67,313	Microsoft Corp.	3,120,631

	TOTAL FOR COMMON STOCKS (Cost $30,607,478) - 68.00%		33,748,689

Underlying Security
Expiration Date/Exercise Price

PUT OPTIONS - 0.00% *
	Shares Subject
	to Put
		Japan 10 Year Bond Future (JBG)
	5,000,000	November 2014 Put @ 140.50	456

		Total (Premiums Paid $483) - 0.00%	456

SHORT TERM INVESTMENTS - 32.07%
	15,916,910	Fidelity Institutional Money Market Portfolio 0.06% (Cost $15,916,910) **	15,916,910

TOTAL INVESTMENTS (Cost $46,524,871) - 100.07%			49,666,055

LIABILITIES IN EXCESS OF OTHER ASSETS - (0.07%)			(34,175)

NET ASSETS - 100.00%			$ 49,631,880

	* Non-income producing securities during the period.
	** Variable rate security; the coupon rate shown represents the yield at September 30, 2014.
	The accompanying notes are an integral part of these financial statements.

NOTES TO FINANCIAL STATEMENTS
Value Fund
1. SECURITY TRANSACTIONS
	At September 30, 2014, the net unrealized depreciation on investments, based on cost for federal income tax purposes of $46,524,871 amounted to $3,141,110, which consisted of aggregate gross unrealized appreciation of $4,941,699 and aggregate gross unrealized depreciation of $1,800,589.

2. 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 FAS 157, fair value is defined as the price that the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three-tier hierarchy of inputs is summarized below:


Valuation Inputs of Assets	Level 1	Level 2	Level 3	Total
Common Stock	$33,748,689	$0	$0	$33,748,689
Options Purchased	456	0	0	456
Cash Equivalents	15,916,910	0	0	15,916,910
Total	$49,666,055	$0	$0	$49,666,055


Valuation Inputs of Assets	Level 1	Level 2	Level 3	Total
Common Stock	$ 2,643,984	$0	$0	$2,643,984
Exchange Traded Funds	396,430	0	0	396,430
Limited Partnerships	67,710	0	0	67,710
Options Purchased	31,511	0	0	31,511
Cash Equivalents	112,425	0	0	112,425
Total	$ 3,252,060	$0	$0	$3,252,060

Valuation Inputs of Liabilities	Level 1	Level 2	Level 3	Total
Options Written	$ 35,704	$0	$0	$35,704
Total	$ 35,704	$0	$0	$35,704


	Baldwin Fund
	Schedule of Investments
	September 30, 2014 (Unaudited)

	Shares		Value

COMMON STOCKS - 76.11%

	Agricultural Chemicals - 0.79%
	500	The Scotts Miracle-Gro Co. Class-A	$ 27,500

	Cigarettes - 4.80%
	2,000	Philip Morris International	166,800

	Converted Paper & Paperboard Products (No Containers/Boxes) - 4.64%
	1,500	Kimberly Clark Corp.	161,355

	Crude Petroleum & Natural Gas - 1.85%
	500	PetroChina Co., Ltd.	64,255

	Electric Services - 0.38%
	300	Huaneng Power International, Inc.	13,098

	Farm Machinery & Equipment - 4.48%
	1,900	John Deere & Co.	155,781

	Finance Services - 4.84%
	2,500	GSV Cap Corp. *	25,025
	7,000	Oneida Financial Corp.	93,862
	2,000	Synchrony Financial *	49,100
			167,987
	Fire, Marine & Casualty Insurance - 4.60%
	1,700	Travelers Corp.	159,698

	Heavy Construction Other Than Building Const-Contractors - 1.92%
	1,000	Fluor Corp.	66,790

	Laboratory Analytical Instruments - 0.94%
	200	Illumina, Inc. *	32,784

	Metal Mining - 0.68%
	400	BHP Billiton, Ltd.	23,552

	Misc. Industrial & Commercial Machinery & Equipment - 4.74%
	2,600	Eaton Corp.	164,762

	Motor Vehicles & Passenger Car Bodies - 0.92%
	1,000	General Motor Co.	31,940

	National Commercial Banks - 1.53%
	1,500	NBT Bancorp.	33,780
	2,000	Valley National Bank	19,380
			53,160
	Patent Owners & Lessors - 0.79%
	2,000	RPX Corp. *	27,460

	Petroleum Refining - 0.83%
	800	Suncor Energy, Inc.	28,920

	Pharmaceutical Preparations - 5.14%
	3,200	Bristol Myers Squibb Co.	163,776
	2,000	Mankind Corp. *	11,820
	1,000	Synta Pharmceuticals Corp. *	3,010
			178,606
	Poultry Slaughtering & Processing - 4.56%
	1,800	Sanderson Farms, Inc.	158,310

	Retail-Catalog & Mail-Order Houses - 0.93%
	100	Amazon.com, Inc. *	32,244

	Retail-Drug Stores & Proprietary Stores - 4.61%
	2,700	Walgreens Co.	160,029

	Retail-Eating Places - 4.91%
	1,700	McDonald's Corp.	161,177
	800	Potbelly Corp. *	9,328
			170,505
	Retail-Grocery Stores - 3.35%
	4,000	Sprouts Farmers Market, Inc. *	116,280

	Semiconductors & Related Devices - 1.18%
	1,000	Cree, Inc. *	40,950

	Services-Computer Programming, Data Processing, Etc. - 1.66%
	100	Google, Inc. *	57,736

	Services-Engineering, Accounting, Research, Management - 4.83%
	3,800	Paychex, Inc.	167,960

	Services-Prepackaged Software - 1.33%
	1,000	3D Systems Corp. *	46,370

	Telephone Communication (No Radiotelephone) - 4.87%
	4,800	AT&T Corp.	169,152

	TOTAL FOR COMMON STOCKS (Cost $2,758,427) - 76.11%		2,643,984

EXCHANGE TRADED FUNDS - 11.41%
	12,000	Aberdeen Asia Pacific Fund	70,800
	8,000	The Gamco Global Gold, Natural Resources & Income Trust	74,000
	4,000	Nuveen Build America	81,560
	1,000	SPDR Dow Jones Industrial Average	170,070

	TOTAL FOREXCHANGE TRADED FUNDS (Cost $436,092) - 11.41%		396,430

LIMITED PARTNERSHIPS - 1.95%
	1,000	TC Pipelines, L.P.	67,710

	TOTAL FOR LIMITED PARTNERSHIPS (Cost $63,065) - 1.95%		67,710

Underlying Security
Expiration Date/Exercise Price

PUT OPTIONS - 0.91% *
	Shares Subject
	to Put
		AT&T Corp.
	4,000	November 2014 Put @ 34.00	1,840

		Best Buy Co., Inc.
	3,400	October 2014 Put @ 29.00	272

		Bristol Myers Squibb Co.
	2,500	November 2014 Put @ 50.00	3,625

		Deere & Co.
	1,600	October 2014 Put @ 85.00	4,800

		Eaton Corp., Plc.
	2,200	November 2014 Put @ 62.50	4,400

		Fluor Corp.
	500	November 2014 Put @ 65.00	700

		Kimberly-Clark Corp.
	1,200	October 2014 Put @ 105.00	540

		McDonald's Corp.
	1,300	October 2014 Put @ 92.50	611

		Paychex, Inc.
	3,000	November 2014 Put @ 43.00	1,950

		PetroChina Co., Ltd.
	400	October 2014 Put @ 140.00	3,920

		Philip Morris International, Inc.
	1,600	October 2014 Put @ 85.00	3,520

		Sanderson Farms, Inc.
	1,500	November 2014 Put @ 85.00	0

		SPDR Dow Jones Industrial Average
	700	October 2014 Put @ 170.00	1,323

		Sprouts Farmers Market, Inc.
	3,000	October 2014 Put @ 27.50	600

		The Travelers Companies, Inc.
	1,400	October 2014 Put @ 92.50	770

		Walgreen Co.
	2,200	November 2014 Put @ 57.50	2,640

		Total (Premiums Paid $34,504) - 0.91%	31,511

SHORT TERM INVESTMENTS - 3.24%
	112,425	Fidelity Government Fund Class-I 0.01% (Cost $112,425) **	112,425

TOTAL INVESTMENTS (Cost $3,404,513) - 93.61%			3,252,060

OTHER ASSETS LESS LIABILITIES - 6.39%			221,830

NET ASSETS - 100.00%			$ 3,473,890

	* Non-income producing securities during the period.
	** Variable rate security; the coupon rate shown represents the yield at September 30, 2014.
	The accompanying notes are an integral part of these financial statements.


	Baldwin Fund
	Schedule of Options Written
	September 30, 2014 (Unaudited)

CALL OPTIONS WRITTEN *

	Shares Subject	Underlying Security
	to Call	Expiration Date/Exercise Price	Value

		3D Systems Corp.
	1,000	October 2014 Call @ 50.00	$ 390

		Amazon.com, Inc.
	100	November 2014 Call @ 335.00	1,070

		AT&T Corp.
	4,800	October 2014 Call @ 35.50	1,296

		BHP Billiton, Ltd.
	400	November 2014 Call @ 65.00	188

		Bristol-Myers Squibb Co.
	3,200	October 2014 Call @ 52.00	2,848

		Cree, Inc.
	1,000	October 2014 Call @ 45.00	800

		Deere & Co.
	1,900	October 2014 Call @ 85.00	456

		Eaton Corp., Plc.
	400	November 2014 Call @ 65.00	520

		Eaton Corp., Plc.
	2,200	October 2014 Call @ 65.50	2,200

		Fluor Corp.
	1,000	October 2014 Call @ 70.00	200

		General Motors Co.
	1,000	October 2014 Call @ 34.00	190

		Google, Inc.
	100	October 2014 Call @ 580.00	1,665

		GSV Capital Corp.
	2,500	December 2014 Call @ 12.50	500

		Huaneng Power International, Inc.
	300	November 2014 Call @ 45.00	855

		Illumina, Inc.
	200	December 2014 Call @ 175.00	1,840

		Kimberly Clark Corp.
	1,500	October 2014 Call @ 110.00	675

		MannKind Corp.
	2,000	November 2014 Call @ 9.00	100

		McDonald's Corp.
	1,700	October 2014 Call @ 95.00	2,261

		NBT Bancorp, Inc.
	1,500	November 2014 Call @ 25.00	225

		Paychex, Inc.
	800	November 2014 Call @ 44.00	800

		Paychex, Inc.
	3,000	October 2014 Call @ 45.00	750

		PetroChina Co., Ltd.
	500	October 2014 Call @ 150.00	50

		Philip Morris International, Inc.
	2,000	October 2014 Call @ 86.00	160

		Potbelly Corp.
	800	October 2014 Call @ 12.50	120

		Sanderson Farms, Inc.
	1,800	October 2014 Call @ 90.00	0

		Scotts Miracle-Gro Co.
	500	December 2014 Call @ 58.00	450

		SPDR Dow Jones Industrial Average
	1,000	October 2014 Call @ 172.00	180

		Sprouts Famers Market, Inc.
	4,000	October 2014 Call @ 30.00	1,600

		Suncor Energy, Inc.
	800	October 2014 Call @ 39.00	56

		Synchrony Financial
	2,000	October 2014 Call @ 25.00	700

		Synta Pharmaceuticals Corp.
	1,000	November 2014 Call @ 4.50	250

		TC Pipelines L.P.
	1,000	November 2014 Call @ 60.00	9,100

		Travelers Companies, Inc.
	1,700	October 2014 Call @ 95.00	935

		Valley National Bancorp
	2,000	December 2014 Call @ 10.00	600

		Walgreen Co.
	2,700	October 2014 Call @ 61.50	1,674

		Total (Premiums Paid $47,354)	$ 35,704


NOTES TO FINANCIAL STATEMENTS
Baldwin Fund
1. SECURITY TRANSACTIONS
	At September 30, 2014, the net unrealized depreciation on investments, based on cost for federal income tax purposes of $3,404,513 amounted to $140,813, which consisted of aggregate gross unrealized appreciation of $52,118 and aggregate gross unrealized depreciation of $192,931.

2. 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 FAS 157, fair value is defined as the price that the Funds would receive to sell an asset or pay to transfer a liability in an orderly transaction between market participants at the measurement date. FAS 157 also establishes a framework for measuring fair value, and a three-level hierarchy for fair value measurements based upon the transparency of inputs to the valuation of an asset or liability. The three-tier hierarchy of inputs is summarized below: