N-CSRS

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 811-09053

The MP 63 Fund, Inc.

(Exact name of registrant as specified in charter)

MP 63 Fund, Inc.

411 Theodore Fremd Ave., Suite 132

Rye, NY 10580

(Address of principal executive offices)(Zip code)

MP 63 Fund Inc.

411 Theodore Fremd Ave., Suite 132

Rye, NY 10580

(Name and address of agent for service)

Registrant's telephone number, including area code: (914) 925-0022

Date of fiscal year end: February 28

Date of reporting period: August 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.

The MP63 Fund, Inc.

Shareholder Letter

August 31, 2012 (Unaudited)

Dear Fellow Shareholders,

    The first half of our 14th fiscal year ended on August 31, 2012, in the midst of a market rally that continued into September and early October. Although it has now been three-and-a-half years since the market bottomed in 2009, we continue to be aware of the need to invest defensively, which we hope to do by owning the highest-quality companies available. Results for the six months ended August 31 included the following highlights:

...Net investment income (dividends and interest, less expenses) totaled $383,151, up from $372,548 a year earlier. We continue to add to our holdings that have a history of strong (and growing) dividends.

...Gross dividends received totaled $563,298 during the six-month period, up from $543,668 last year, and we believe that we should record our fifth straight fiscal year (ending February 28, 2013) with more than $1 million in dividends received.

...Our expense ratio declined from 0.88% (for the fiscal year ended February 28, 2012) to 0.78% (for the six months ended August 31, 2012). The divisor for this ratio is average net assets, which ranged between $38.3 million and over $40 million during this period.

    In August, the Moneypaper editors replaced four Index components, which were only beginning to be reflected by the fund's holdings listed in the pages that follow. The new components – AFLAC, General Mills, Medtronic, and Yum! Brands – represent leadership in their respective industries, and we expect that they should improve the portfolio. We continue to limit our top holdings to less than 3% of total assets and are systematically adding to companies that represent 1% or less of total assets. We think this approach should lead to both decreased risk and lower volatility, while allowing us to build our dividend base.

    As always, we thank you for your support and once again congratulate DRIPX shareholders for their restraint during market sell-offs. We urge you to join us in funding your account(s), either through dollar-cost averaging or periodic purchasing as we seek to take advantage of the ongoing potential opportunities afforded by the stock market.

<signed>Vita Nelson and David Fish, co-managers

<October 11, 2012>

Past performance is not a guarantee of future results.

Must be preceded or accompanied by a prospectus. Mutual fund investing involves risk. Principal loss is possible.

Fund holdings are subject to change and should not be considered a recommendation to buy or sell any security. Please refer to the schedule of investments in the report for complete holdings information.

Dollar-cost averaging involves continuous investment in securities regardless of fluctuating price levels of such securities; the investor should consider his/her financial ability to continue purchases through periods of low price levels. Dollar-cost averaging  does not assure a profit and do not protect against loss in declining markets.

THE MP63 FUND

PORTFOLIO ILLUSTRATION

AUGUST 31, 2012 (UNAUDITED)

The following chart gives a visual breakdown of the Fund by the industry sectors the underlying securities represent as a percentage of the portfolio of investments.

The MP63 Fund, Inc.
	Schedule of Investments
	August 31, 2012 (Unaudited)
Shares/Principal Amount of Assets		Market Value
COMMON STOCKS - 98.87%
Aerospace/Aircrafts/Defense - 4.21%
5,800	Boeing Co.	$           414,120
10,200	Raytheon Co.	576,504
8,500	United Technologies Corp.	678,725
		1,669,349
Auto Parts - Retail/Wholesale - 1.54%
9,700	Genuine Parts Co.	612,652
Banks - 5.50%
35,400	Bank of America Corp.	282,846
16,400	Bank of New York Mellon Corp.	369,656
27,200	BB&T Corp.	857,888
20,100	US Bancorp	671,541
		2,181,931
Beverages - 4.26%
12,300	Beam, Inc.	717,828
18,600	Coca-Cola Co.	695,640
3,800	Pepsico, Inc.	275,234
		1,688,702
Cable & Other Pay Television Services - 0.77%
9,100	Comcast Corp. Class A	305,123
Chemicals - Diversified - 1.97%
28,500	RPM International, Inc.	781,185
Chemicals - Specialty - 1.89%
7,100	Praxair, Inc.	749,050
Commercial Services - 1.81%
11,200	Ecolab, Inc.	717,136
Containers - Paper/Plastic - 1.28%
16,800	Bemis Co., Inc.	508,368
Cosmetics & Personal Care - 2.56%
24,400	Avon Products, Inc.	376,980
6,000	Colgate-Palmolive Co.	637,860
		1,014,840
Diversified Operations - 4.19%
6,900	3M Co.	638,940
29,200	Corning, Inc.	350,108
32,500	General Electric Co.	673,075
		1,662,123
Electronic Equipment - 1.64%
12,800	Emerson Electric Co.	649,216
Electronic - Semiconductors - 1.83%
29,300	Intel Corp.	727,519
Finance - Investment Management - 1.48%
5,000	Franklin Resources, Inc.	587,000
Financial Services - 2.46%
29,300	Paychex, Inc.	974,518
Food - Misc. Preparation - 3.87%
13,100	Archer Daniels-Midland Co.	350,425
21,200	ConAgra Foods, Inc.	532,332
1,000	General Mills, Inc.	39,330
21,400	Hormel Foods Corp.	614,608
		1,536,695
General Household Products - 1.39%
8,400	Stanley Black & Decker, Inc.	552,552
Insurance - Life/Property/Casual - 2.12%
4,500	AFLAC, Inc.	207,810
9,800	Travelers Companies, Inc.	634,452
		842,262
Leisure Products - 2.27%
12,000	Polaris Industries, Inc.	902,280
Machinery - Const./Mining/Farming - 4.30%
23,700	Amcol International Corp.	712,659
4,600	Caterpillar, Inc.	392,518
8,000	Deere & Co.	600,880
		1,706,057
Machinery - Electrical Equipment - 5.03%
11,200	Dover Corp.	647,472
24,400	Johnson Controls, Inc.	663,924
16,300	Tennant Co.	683,785
		1,995,181
Manufacturing - 3.39%
13,200	Illinois Tool Works, Inc.	782,628
13,200	Pentair, Inc.	561,000
		1,343,628
Medical/Dental - Supplies - 1.32%
6,900	Becton Dickinson & Co.	524,262
Medical Instruments/Products - 0.79%
7,700	Medtronic, Inc.	313,082
Medical Drugs - 4.28%
12,000	Abbott Laboratories	786,480
13,500	Johnson & Johnson Services, Inc.	910,305
		1,696,785
Metal Ores - Gold/Non Ferrous - 0.34%
22,400	Arch Coal, Inc.	136,864
Oil & Gas - International - 1.63%
7,400	Exxon Mobil Corp.	646,020
Paper & Paper Products - 1.79%
8,500	Kimberly Clark Corp.	710,600
Refuse Systems - 0.64%
7,300	Waste Management, Inc.	252,434
Retail - Food & Restaurant - 0.11%
700	Yum! Brands, Inc.	44,604
Retail - Variety Stores - 1.75%
7,100	Costco Wholesale Corp.	694,877
Retail/Wholesale - Building Products - 1.75%
12,200	Home Depot, Inc.	692,350
Services - Prepackaged Software - 1.98%
25,500	Microsoft Corp.	785,910
Soap, Detergent, Cleaning Preparations, Perfumes, Cosmetics - 1.34%
7,900	Proctor & Gamble Co.	530,801
Telecommunications Services - 3.97%
20,200	AT&T, Inc.	740,128
19,700	CenturyLink, Inc.	832,522
		1,572,650
Textile - Apparel/Mill Products - 1.66%
4,300	VF Corp.	656,524
Transportation - Equipment/Leasing - 1.24%
12,300	Ryder Systems, Inc.	492,123
Transportation - Railroads - 1.56%
5,100	Union Pacific Corp.	619,344
Utility - Electric - 7.09%
10,000	Duke Energy Corp.	647,800
15,100	Edison International	661,229
36,000	MDU Resources Group, Inc.	775,800
10,800	NextEra Energy, Inc.	726,948
		2,811,777
Utility - Gas Distribution - 3.23%
10,200	National Fuel Gas Co.	508,980
16,300	SCANA Corp.	771,968
		1,280,948
Utility - Water - 1.95%
30,900	Aqua America, Inc.	772,500
Wholesale-Medical, Dental & Hospital Equipment & Supplies - 0.69%
9,800	Owens & Minor, Inc.	274,302
TOTAL FOR COMMON STOCK (Cost $30,854,148) - 98.87%		39,216,124
CASH & EQUIVALENTS - 0.90%
356,985	Fidelity Money Market Portfolio Select Class (Cost $356,985) 0.14%**	356,985
	TOTAL INVESTMENTS - 99.77% (Cost $31,211,133) (Note 4)	39,573,109
	OTHER ASSETS LESS LIABILITIES - 0.23%	92,031
	NET ASSETS - 100.00%	$      39,665,140

** Variable rate security; the money market rate shown represents the yield at August 31, 2012.

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

The MP63 Fund, Inc.
Statement of Assets and Liabilities
August 31, 2012 (Unaudited)
Assets
Investments at Market Value (Cost $31,211,133)	$      39,573,109
Cash	900
Receivables
Dividends and Interest	104,748
Shareholder Subscriptions	3,570
Prepaid Expenses	21,784
Total Assets	39,704,111
Liabilities
Other Accrued Expenses	21,273
Shareholder Redemptions	1,114
Accrued Administrative Fees (Note 3)	4,713
Accrued Management Fees (Note 3)	11,871
Total Liabilities	38,971
Net Assets	$      39,665,140
Net Assets Consist of:
Capital Stock, $.001 par value; 1 billion shares
authorized; 3,044,458 shares issued and outstanding	$               3,044
Additional Paid in Capital	30,737,382
Accumulated Undistributed Net Investment Income	480,459
Realized Gain on Investments - Net	82,279
Unrealized Appreciation in Value
of Investments Based on Identified Cost - Net	8,361,976
Net Assets	$      39,665,140
Net Asset Value and Offering Price ($39,665,140/3,044,458)	$               13.03
Redemption Price Per Share ($13.03 x .99)*	$               12.90
* The Fund will deduct a 1% redemption fee from redemption proceeds if purchased and redeemed within 6 months.
The MP63 Fund, Inc.
Statement of Operations
For the six months ended August 31, 2012 (Unaudited)
Investment Income:
Dividend Income	$           562,789
Interest Income	509
Total Investment Income	563,298
Expenses:
Investment advisor fees (Note 3)	69,911
Administration fees (Note 3)	25,799
Fund servicing expense (Note 3)	21,173
Registration fees	16,635
Insurance expense	4,221
Printing and postage expense	4,515
Compliance fees	6,050
Miscellaneous expense	1,330
Custody fees (Note 3)	4,076
Legal fees	8,239
Director fees (Note 3)	3,135
Audit fees	15,063
Total Expenses	180,147
Net Investment Income	383,151
Realized and Unrealized Loss on Investments:
Realized Gain on Investments	125,877
Unrealized Appreciation on Investments	785,011
Net Realized and Unrealized Gain on Investments	910,888
Net Increase in Net Assets from Operations	$        1,294,039
The accompanying notes are an integral part of these financial statements.

The MP63 Fund, Inc.
Statements of Changes in Net Assets
	(Unaudited)
	For the	For the
	Six Months Ended	Year Ended
	August 31, 2012	February 29, 2012
From Operations:
Net Investment Income	$           383,151	$              753,920
Net Realized Gain on Investments	125,877	587,809
Net Unrealized Appreciation (Depreciation)	785,011	(10,301)
Increase in Net Assets from Operations	1,294,039	1,331,428
From Distributions to Shareholders:
Net Investment Income	-	(753,469)
Net Realized Gain from Security Transactions	-	-
Change in Net Assets from Distributions	-	(753,469)
From Capital Share Transactions
Proceeds From Sale of Shares	912,195	1,939,757
Shares Issued on Reinvestment of Dividends	-	750,002
Cost of Shares Redeemed
(net of redemption fees $169 and $451, respectively)	(2,117,327)	(5,029,793)
Net Decrease from Shareholder Activity	(1,205,132)	(2,340,034)
Net Increase (Decrease) in Net Assets	88,907	(1,762,075)
Net Assets at Beginning of Year	39,576,233	41,338,308
Net Assets at End of Year (Including Undistributed Net
Investment Income of $480,459 and $97,477, respectively)	$      39,665,140	$         39,576,233
Share Transactions:
Issued	71,402	161,711
Reinvested	-	62,814
Redeemed	(165,320)	(412,195)
Net decrease in shares	(93,918)	(187,670)
Shares outstanding beginning of year	3,138,376	3,326,046
Shares outstanding end of year	3,044,458	3,138,376
The accompanying notes are an integral part of these financial statements.

The MP63 Fund, Inc.
Financial Highlights	(Unaudited)
Selected data for a share outstanding throughout the period:	For the		For the		For the		For the		For the		For the
	Six Months Ended		Year Ended		Year Ended		Year Ended		Year Ended		Year Ended
	August 31, 2012		February 29, 2012		February 28, 2011		February 28, 2010		February 28, 2009		February 29, 2008
Net Asset Value -
Beginning of Period	$           12.61		$          12.43		$           10.74		$             6.91		$           12.10		$           13.36
Net Investment Income	0.11		0.23		0.20		0.20		0.22		0.18
Net Gains or Losses on Securities (realized and unrealized)	0.31		0.19		1.69		3.85		(5.20)		(0.51)
Total from Investment Operations	0.42		0.42		1.89		4.05		(4.98)		(0.33)
Early Redemption Fees	0.00	*	0.00	*	0.00	*	0.00	*	0.00	*	0.00	*
Distributions (From Net Investment Income)	0.00		(0.24)		(0.20)		(0.22)		(0.21)		(0.19)
Distributions (From Capital Gains)	0.00		0.00		0.00		0.00		0.00		(0.74)
Total Distributions	0.00		(0.24)		(0.20)		(0.22)		(0.21)		(0.93)
Net Asset Value -
End of Period	$           13.03		$          12.61		$           12.43		$           10.74		$             6.91		$           12.10
Total Return (a)	3.33 %		3.47 %		17.65 %		58.49 %		(41.49)%		(3.08)%
Ratios/Supplemental Data
Net Assets - End of Period (Thousands)	39,665		39,576		41,338		36,481		23,497		39,992
Ratio of Expenses to Average Net Assets	0.78%	**	0.88%		0.89%		0.98%		0.96%		0.88%
Ratio of Net Income to Average Net Assets	1.66%	**	1.93%		1.78%		2.09%		2.04%		1.34%
Portfolio Turnover Rate	2.31%		8.60%		6.39%		14.73%		10.66%		4.75%
(a) Total returns are historical and assume changes in share price, reinvestment of dividends and capital gain distributions
and assume no redemption fees.
* Amount is less than $0.005
** Annualized
The accompanying notes are an integral part of these financial statements.

THE MP63 FUND

NOTES TO FINANCIAL STATEMENTS

AUGUST 31, 2012 (UNAUDITED)

NOTE 1. ORGANIZATION

The MP63 Fund (the "Fund") is organized as a Maryland Corporation, incorporated on October 13, 1998, and registered as an open-end, diversified, management investment company under the Investment Company Act of 1940, as amended.  The Fund's business and affairs are managed by its officers under the direction of its Board of Directors.  The Fund's investment objective is to seek long-term capital appreciation for shareholders.

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies consistently followed by the Fund.  These policies are in conformity with accounting principles generally accepted in the United States of America (GAAP).

A.

Security Valuation - Portfolio securities traded on a national securities exchange are stated at the last reported sales price or a market’s official close price on the day of valuation.Portfolio securities for which market quotations are readily available are valued at market value. Portfolio securities for which market quotations are not considered readily available are valued at fair value on the basis of valuations furnished by a pricing service approved by the Board of Directors. Portfolio companies during this reporting period are all widely traded and pricing information is readily available.

Mutual Funds must utilize various methods to measure the fair value of most of its investments on a recurring basis. GAAP establishes a hierarchy that prioritizes inputs to valuation methods. The three levels of inputs are:

Level 1 - Unadjusted quoted prices in active markets for identical assets.

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 inactive market, prices for similar instruments, interest rates, prepayment speeds, credit risk, 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 valuating the asset or liability, and would be based on the best information available.

To the extent that valuation is based on models or inputs that are less observable or unobservable, the determination of fair value requires more judgment. Accordingly, the degree of judgment exercised in determining fair value is greatest for instruments categorized in level 3. However, the inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities.

The following table summarizes the valuation of the Fund’s investments by the above fair value hierarchy levels as of August 31, 2012:

(Assets)	Level 1	Level 2	Level 3	Total
Equity Securities	$39,216,124	$        -	$        -	$39,216,124
Short-Term Investments	356,985	-	-	356,985
Total	$39,573,109	$        -	$        -	$39,573,109

The Fund did not hold any level 3 assets during the six months ended August 31, 2012. The Fund did not hold any derivative instruments at any time during the six months ended August 31, 2012. There were no significant transfers into or out of level 1 or level 2 during the period. It is the Fund’s policy to recognize transfers into and out of level 1 and level 2 at the end of the reporting period.

B.

Security Transactions and Related Investment Income - Securities transactions are accounted for on the trade date.  Dividend income is recorded on the ex-dividend date.  Interest income is recorded on the accrual basis.

C.

Federal Income Taxes - The Fund complies with requirements of the Internal Revenue Code applicable to regulated investment companies, distributing all of its taxable income to its shareholders.  Therefore, no provision for Federal income tax is required.  There are no unrecognized tax benefits in the accompanying financial statements in connection with tax positions taken by the Fund.  The Fund’s tax returns are subject to examination by the Internal Revenue Service for a period of three years.  There are currently no open tax years prior to February 28, 2008 and the Fund had no income tax related penalties or interest in these financial statements.

D.

Dividends and Distributions to Shareholders - The Fund records dividends and distributions to shareholders on the ex-dividend date. The Fund will distribute its net investment income, if any, and net realized capital gains, if any, annually.

E.

Credit Risk - Financial instruments that potentially subject the Fund to credit risk include cash deposits in excess of federally insured limits.

F.

Use of Estimates - The preparation of financial statements in conformity with GAAP 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 revenues and expenses during the reporting periods. Actual results could differ from those estimates.

NOTE 3.  INVESTMENT ADVISORY AGREEMENT AND OTHER RELATED PARTY TRANSACTIONS

The Fund has entered into an investment advisory agreement (the "Agreement") with The Moneypaper Advisor, Inc. (the "Advisor").  Under this Agreement, the Advisor provides the Fund with investment advice and supervises the Fund's investments.  As compensation for the services rendered, the Fund pays the Advisor a fee accrued daily based on an annualized rate of .35% of the daily net asset value.  For the six months ended August 31, 2012, the Advisor earned fees of $69,911.  At August 31, 2012 the Fund owed the Advisor $11,871 for advisory fees.  

The Advisor has voluntarily agreed to defer its fee and to reimburse the Fund for other expenses if the total operating expenses of the Fund exceed an annual rate of 1.25% of average daily net assets.  Under the terms of the Agreement, fees deferred or expenses reimbursed are subject to reimbursement by the Fund, if so requested by the Advisor, up to three fiscal years from the fiscal year the fee or expense was incurred. However, no reimbursement payment will be made by the Fund if it would result in the Fund exceeding the voluntary expense limitation described above.

The Fund has an administrative agreement with Mutual Shareholder Services (The "Administrator"). Under this agreement, the Administrator provides the Fund with administrative, transfer agency, and fund accounting services.  Mutual Shareholder Services charges an annual fee of approximately $51,000 for services rendered based on the Fund’s current asset size.  

An affiliate of the Advisor provides certain administrative services to the Fund. These expenses amounted to $21,000 during the six months ended August 31, 2012.  At August 31, 2012, the Fund owed $4,713 for administrative services.  

Vita Nelson is an officer and director of the Advisor and also an officer and director of the Fund.  The Fund currently pays each Independent Director an annual retainer of $2,000.  For the six months ended August 31, 2012 the Fund incurred $3,135 in director fees.   

The Chief Compliance Officer is paid $1,000 per month.  For the six months ended August 31, 2012 the Chief Compliance Officer expenses incurred to the Fund amounted to $6,050.

NOTE 4. INVESTMENT TRANSACTIONS

For the six months ended August 31, 2012, purchases and sales of securities, excluding short-term investments, aggregated $910,273 and $1,887,781, respectively. Cumulative unrealized appreciation (depreciation) amounted to the following: Unrealized appreciation $10,369,848 Unrealized depreciation (2,007,872), Net unrealized appreciation $8,361,976.

For Federal income tax purposes, the cost of investments owned at August 31, 2012 was $31,211,133.

NOTE 5.  TAX INFORMATION

Distributions are determined on a tax basis and may differ from net investment income and realized capital gains for financial reporting purposes. Differences may be permanent or temporary.  Permanent differences are reclassified among capital accounts in the financial statements to reflect their tax character. Temporary differences arise when certain items of income, expense, gain or loss are recognized in different periods for financial statement and tax purposes; these differences will reverse at some time in the future. Differences in classification may also result from the treatment of short-term gain as ordinary income for tax purposes.

As of August 31, 2012, the components of net assets on a tax basis were as follows: Ordinary income $480,459, Long term gains $82,279 Unrealized appreciation $10,369,848 Unrealized depreciation (2,007,872).

The tax character of distributions paid during the fiscal year ended February 28, 2011 was as follows:

Distributions paid from: Ordinary income $653,859 Long term capital gains 0.

The tax character of distributions paid during the fiscal year ended February 29, 2012 was as follows:

Distributions paid from: Ordinary income $753,469 Long term capital gains 0.

No distributions were paid as of the six months ended August 31, 2012.

NOTE 6.  SUBSEQUENT EVENTS

Management has evaluated subsequent events through the date the financial statements were issued.  Based upon this evaluation, except as noted in Note 8, the Fund has determined no subsequent events have occurred which would require disclosure in the financial statements.  

NOTE 7.  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.

Expense Example

As a shareholder of the MP63 Fund, you incur two types of costs: (1) transaction costs, including sales charges (loads) on purchase payments, reinvested dividends, or other distributions; redemption fees; and exchange fees; and (2) ongoing costs, including management fees; distribution [and/or service] (12b-1) fees; and other Fund expenses.  This Example is intended to help you understand your ongoing costs (in dollars) of investing in the Fund and to compare these costs with the ongoing costs of investing in other mutual funds.

The Example is based on an investment of $1,000 invested at the beginning of the period and held for the entire period, March 1, 2012 through August 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 ratios and an assumed rate of return of 5% per year before expenses, which are not the Fund’s actual returns. 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 this Fund 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.

The MP 63 Fund	Beginning Account Value	Ending Account Value	Expenses Paid During  the Period*
	March 1, 2012	August 31, 2012	March 1, 2012 to August 31, 2012
Actual	$1,000.00	$1,033.31	$3.99
Hypothetical
(5% Annual Return   before expenses)	$1,000.00	$1,021.22	$3.96
* Expenses are equal to the Fund's annualized expense ratio of 0.78%, multiplied by the average account value over the period, multiplied by 184/366 (to reflect the one-half year period).

THE MP63 FUND

TRUSTEES AND OFFICERS

AUGUST 31, 2012 (UNAUDITED)

The Board of Directors supervises the business activities of the Fund.  The names of the Directors and principal officers of the Fund are shown below.  For more information regarding the Directors, please refer to the Statement of Additional Information, which is available free upon request by calling 1-877-676-3386.

Name, Address and Age Position(s) Held with the Fund Term of Office and Length of Time Served ₁ Principal Occupation(s) During Past 5 Years Number of Portfolios in Fund Complex Overseen by Director Other Directorships Held By Director

Disinterested Directors:

Ted S. Gladstone Age: 79 555 Theodore Fremd Ave., Suite B103 Rye, NY 10580	Director	Indefinite – since 1998	President, Gladstone Development Corporation (real estate development)	1	None
Gloria Schaffer Age: 80 555 Theodore Fremd Ave., Suite B103 Rye, NY 10580	Director	Indefinite – since 1998	Partner, CA White (real estate development)	1	None
Richard Yaffa Age: 79 555 Theodore Fremd Ave., Suite B103 Rye, NY 10580	Director	Indefinite – since 2005	President, Manhattan Products, Inc.	1	None

Interested Directors:

Vita Nelson _1,2 Age: 73 555 Theodore Fremd Ave., Suite B103 Rye, NY 10580
Director
Indefinite – since 1998
President, Editor and Publisher of The Moneypaper, Inc. (newsletter)
1 Director, The Moneypaper Advisor, Inc.; Director, Temper of the Times Communications, Inc.  Director, Moneypaper, Inc.

Principal Officers who are not Directors:

Lester Nelson 1 Age: 82 555 Theodore Fremd Ave., Suite B103 Rye, NY 10580	Secretary	Indefinite – since 1998	Law Firm of Lester Nelson	1	Director, Moneypaper Advisor, Inc.; Director, Temper of the Times Communications, Inc.  Director, Moneypaper, Inc.
David Fish Age: 63 555 Theodore Fremd Ave., Suite B103 Rye, NY 10580	Treasurer	Indefinite – since 2003	Executive Editor of The Moneypaper, Inc. (newsletter)	1	None

(1)

Vita Nelson and Lester Nelson are married

(2)

Vita Nelson is President of the Fund and a Director of the Fund’s Advisor, The Moneypaper Advisor, Inc. and therefore, is an “Interested Director” of the Fund.

THE MP63 FUND

ADDITIONAL INFORMATION

AUGUST 31, 2012 (UNAUDITED)

INFORMATION REGARDING PROXY VOTING

A description of the policies and procedures that the Fund uses to determine how to vote proxies relating to portfolio securities and information regarding how the Fund voted proxies during the most recent 12-month period ended June 30, are available without charge upon request by (1) calling the Fund at 1-877-676-3386 and (2) from Fund’s documents filed with the Securities and Exchange Commission ("SEC") on the SEC's website at www.sec.gov.

Information Regarding Portfolio Holdings

The 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 Fund’s first and third fiscal quarters end on May 31 and November 30. The Fund’s Form N-Q’s 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 the Fund at 1-877-676-3386.

Item 2. Code of Ethics.  Filed herewith.

Item 3. Audit Committee Financial Expert.

The registrant's Board of Directors has determined that the registrant does not have an audit committee financial expert. The audit committee members and the full Board determined that, although none of its members meet the technical definition of an audit committee financial expert, the committee has sufficient financial expertise to adequately perform its duties under the Audit Committee Charter without the addition of a qualified expert.

Item 4. Principal Accountant Fees and Services.  Not applicable.

Item 5. Audit Committee of Listed Companies.  

Richard Yaffa

Ted Gladstone

Gloria L. Schaffer

Item 6.  Schedule of Investments.

Schedule of Investments in securities of unaffiliated issuers as of the close of the reporting period is included as part of the report to shareholders filed under Item 1 of this form.

Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.  Not applicable.

Item 8.  Portfolio Managers of Closed-End Management Investment Companies.  Not yet applicable.

Item 9.  Purchase of Equity Securities By Closed End Management Investment Company and Affiliates.  Not applicable.

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

No Changes.

Describe any material changes to the procedures by which shareholders may recommend nominees to the registrant's board of directors, where those changes were implemented after the registrant last provided disclosure in response to the requirements of Item 7(d)(2)(ii)(G) of Schedule 14A (17 CFR 240.14a-101), or this Item.

Item 11.  Controls and Procedures.  

(a)

The Principal Executive and Financial Officers concluded that the Registrant's Disclosure Controls and Procedures are effective based on their evaluation of the Disclosure Controls and Procedures as of a date within 90 days of the filing of this report.

(b)

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

Item 12.  Exhibits.  

(a)(1)

Not applicable.

(a)(2)

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

(a)(3)

Not applicable.

(b)

Certifications pursuant to Rule 30a-2(a) under the 1940 Act and Section 906 of the Sarbanes-Oxley Act of 2002 are attached hereto.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934 and the Investment Company Act of 1940, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

The MP 63 Fund, Inc.

By /s/Vita Nelson

*Vita Nelson

President

(Principal Executive Officer)

Date November 5, 2012

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/Vita Nelson

*Vita Nelson

President

(Principal Executive Officer)

Date November 5, 2012

By /s/David Fish

*David Fish

Treasurer

(Principal Financial Officer)

Date November 5, 2012

* Print the name and title of each signing officer under his or her signature.

EX-99.CERT

I, Vita Nelson, certify that:

1. I have reviewed this report on Form N-CSR of The MP63 Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2012

/s/ Vita Nelson

Vita Nelson

President

(Principal Executive Officer)

I, David Fish, certify that:

1. I have reviewed this report on Form N-CSR of The MP63 Fund, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, changes in net assets, and cash flows (if the financial statements are required to include a statement of cash flows) of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940) and internal control over financial reporting (as defined in Rule 30a-3(d) under the Investment Company Act of 1940) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of a date within 90 days prior to the filing date of this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the second fiscal quarter of the period covered by this report that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize, and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 5, 2012

/s/ David Fish

David Fish

Treasurer

(Principal Financial Officer)

EX-99.906 CERT

EX-99.906CERT

CERTIFICATION

Vita Nelson, President, and David Fish, Treasurer of The MP 63 Fund, Inc. (the “Registrant”), each certify to the best of his or her knowledge that:

1.

The Registrant’s periodic report on Form N-CSR for the period ended August 31, 2012 (the “Form N-CSR”) fully complies with the requirements of Sections 15(d) of the Securities Exchange Act of 1934, as amended; and

2.

The information contained in the Form N-CSR fairly presents, in all material respects, the financial condition and results of operations of the Registrant.

President

Treasurer

(principal executive officer)

(principal financial officer)

The MP 63 Fund, Inc.

The MP 63 Fund, Inc.

/s/ Vita Nelson

/s/ David Fish

Vita Nelson

David Fish

Date November 5, 2012

Date: November 5, 2012

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act of 2002 has been provided to The MP 63 Fund, Inc. and will be retained by The MP 63 Fund, Inc. and furnished to the Securities and Exchange Commission (the “Commission”) or its staff upon request.

This certification is being furnished to the Commission solely pursuant to 18 U.S.C. § 1350 and is not being filed as part of the Form N-CSR filed with the Commission.

EX-99.CODE ETH

EX-99.CODE ETH 5 mp63codeofethics.htm

THE MP63 FUND, INC.

CODE OF ETHICS FOR PRINCIPAL EXECUTIVE AND

SENIOR FINANCIAL OFFICERS

I.

Covered Officers/Purpose of the Code

This code of ethics (this “Code”) for The MP63 Fund, Inc. (the “Company”) applies to the Company’s Principal Executive Officer and Principal Financial Officer and  any other officers serving similar functions (the “Covered Officers” each of whom is set forth in Exhibit A) for the purpose of promoting:

o

honest and ethical conduct, including the ethical handling of actual or apparent conflicts of interest between personal and professional relationships;

o

full, fair, accurate, timely and understandable disclosure in reports and documents that the Company files with, or submits to, the Securities and Exchange Commission (“SEC”) and in other public communications made by the Company;

o

compliance with applicable laws and governmental rules and regulations;

o

the prompt internal reporting of violations of this Code to an appropriate person or persons identified in this Code; and

o

accountability for adherence to this Code.

Each Covered Officer should adhere to a high standard of business ethics and should be sensitive to situations that may give rise to actual as well as apparent conflicts of interest.

II.

Covered Officers Should Handle Ethically Actual and Apparent Conflicts of Interest

Overview.  A “conflict of interest” occurs when a Covered Officer’s private interests interfere with the interests of, or the Covered Officer’s service to, the Company.  For example, a conflict of interest would arise if a Covered Officer, or a member of the Covered Officer’s family, receives improper personal benefits as a result of the Covered Officer’s position with the Company.

Certain conflicts of interest arise out of the relationships between Covered Officers and the Company and already are subject to conflict of interest provisions in the Investment Company Act of 1940 (“Investment Company Act”) and the Investment Advisers Act of 1940 (“Investment Advisers Act”).  For example, Covered Officers may not individually engage in certain transactions (such as the purchase or sale of securities or other property) with the Company because of their status as “affiliated persons” of the Company.  This Code does not, and is not intended to, repeat or replace any compliance programs and procedures of the Company or the investment adviser designed to prevent, or identify and correct, violations of the Investment Company Act and the Investment Advisers Act.  

Although typically not presenting an opportunity for improper personal benefit, conflicts arise from, or as a result of, the contractual relationship between the Company and the investment adviser or the administrator of which a Covered Officer is also an officer or employee.  As a result, this Code recognizes that the Covered Officers will, in the normal course of their duties, whether formally for the Company and/or for the adviser or the administrator, be involved in establishing policies and implementing decisions that will have different effects on the adviser or the administrator and the Company.  The participation of the Covered Officers in such activities is inherent in the contractual relationship between the Company and the adviser or the administrator and is consistent with the performance by the Covered Officers of their duties as officers of the Company.  Thus, if performed in conformity with the provisions of the Investment Company Act and the Investment Advisers Act, such activities will be deemed to have been handled ethically.  In addition, it is recognized by the Company’s Board of Directors (“Board”) that the Covered Officers may also be officers or employees of one or more investment companies covered by other codes.  

Other conflicts of interest are covered by this Code, even if such conflicts of interest are not subject to provisions in the Investment Company Act and the Investment Advisers Act.  The following list provides examples of conflicts of interest under this Code, but Covered Officers should keep in mind that these examples are not exhaustive.  The overarching principle is that the personal interest of a Covered Officer should not be placed improperly before the interest of the Company.

Each Covered Officer must:

o

not use personal influence or personal relationships improperly to influence investment decisions or financial reporting by the Company whereby the Covered Officer would benefit personally to the detriment of the Company;

o

not cause the Company to take action, or fail to take action, for the individual personal benefit of the Covered Officer rather than the benefit of the Company;

o

not use material non-public knowledge of portfolio transactions made or contemplated for the Company to trade personally or cause others to trade personally in contemplation of the market effect of such transactions;

o

report at least annually any affiliations or other relationships related to conflicts of interest that the Company’s Directors and Officers Questionnaire covers.

There are some conflict of interest situations that should always be discussed with the compliance officer of the Company appointed by the Board (the “Compliance Officer”), if material.  Examples of these include:

o

service as a director on the board of any public company;

o

the receipt of any non-nominal gifts;

o

the receipt of any entertainment from any company with which the Company has current or prospective business dealings unless such entertainment is business-related, reasonable in cost, appropriate as to time and place, and not so frequent as to raise any questions of impropriety;

o

any ownership interest in, or any consulting or employment relationship with, any of the Company’s service providers, other than its investment adviser, principal underwriter, administrator or any affiliated person thereof; and

o

a direct or indirect financial interest in commissions, transaction charges or spreads paid by the Company for effecting portfolio transactions or for selling or redeeming shares other than an interest arising from the Covered Officer’s employment, such as compensation or equity ownership.

III.

Disclosure and Compliance

o

Each Covered Officer should familiarize himself with the disclosure requirements generally applicable to the Company.

o

Each Covered Officer should not knowingly misrepresent, or cause others to misrepresent, facts about the Company to others, whether within or outside the Company, including to the Company’s directors and auditors, and to governmental regulators and self-regulatory organizations.

o

Each Covered Officer should, to the extent appropriate within the Covered Officer’s area of responsibility, consult with other officers and employees of the Company and of the adviser or the administrator with the goal of promoting full, fair, accurate, timely and understandable disclosure in the reports and documents the Company files with, or submits to, the SEC and in other public communications made by the Company.

o

It is the responsibility of each Covered Officer to promote compliance with the standards and restrictions imposed by applicable laws, rules and regulations.  

IV.

Reporting and Accountability

Each Covered Officer must:

o

upon adoption of this Code (or thereafter as applicable, upon becoming a Covered Officer), affirm in writing to the Board , in substantially the form set forth on Exhibit B, that the Covered Officer has received, read, and understands this Code;

o

annually thereafter affirm to the Board, in substantially the form set forth on Exhibit C, that the Covered Officer has complied with the requirements of this Code;

o

not retaliate against any other Covered Officer or any employee of the Company or their affiliated persons for reports of potential violations that are made in good faith; and

o

notify the Compliance Officer for the Company promptly if the Covered Officer knows of any violation of this Code.  Failure to do so is itself a violation of this Code.  

The Compliance Officer for the Company is responsible for applying this Code to specific situations in which questions are presented under it and has the authority to interpret this Code in any particular situation.  However, any approvals or waivers sought by a Covered Officer will be considered by the Audit Committee (the “Committee”), which will make recommendations to the Board.

The Company will follow these procedures in investigating and enforcing this Code:

o

the Compliance Officer for the Company will take all appropriate action to investigate any potential violations reported to the Compliance Officer;

o

the Compliance Officer will review with the outside legal counsel to the Company the findings and conclusions of such investigation;

o

if, after such investigation and review, the Compliance Officer believes that no violation has occurred, the Compliance Officer is not required to take any further action;

o

any matter that the Compliance Officer believes is a violation will be reported to the Committee;

o

if the Committee concurs that a violation has occurred, it will inform and make a recommendation to the Board, which will consider appropriate action, which may include review of, and appropriate modifications to, applicable policies and procedures (including changes to this Code); notification of the violation to appropriate personnel of the investment adviser or the administrator or its board; or a recommendation to take disciplinary action against the Covered Officer, which may include, without limitation, dismissal;

o

the Board will be responsible for granting waivers, as appropriate; and

o

any changes to or waivers of this Code will, to the extent required, be disclosed as provided by SEC rules.

V.  

Other Policies and Procedures

This Code shall be the sole code of ethics adopted by the Company for purposes of Section 406 of the Sarbanes-Oxley Act and the rules and forms applicable to registered investment companies thereunder.  Insofar as other policies or procedures of the Company, the Company’s adviser, principal underwriter, the administrator or other service providers govern or purport to govern the behavior or activities of the Covered Officers who are subject to this Code, they are superseded by this Code to the extent that they overlap or conflict with the provisions of this Code.  The Company’s and its investment adviser’s and principal underwriter’s codes of ethics under Rule 17j-1 under the Investment Company Act are separate requirements applying to the Covered Officers and others, and are not part of this Code.  

VI.  

Amendments

Any amendments to this Code, other than amendments to Exhibit A, must be approved or ratified by a majority vote of the Board, including a majority of independent directors.

VII.  

Confidentiality

 To the extent possible, all records, reports and other information prepared, maintained or acquired pursuant to this Code will be treated as confidential, it being understood that it may be necessary or advisable, that certain matters be disclosed to third parties (e.g., to the board of directors or officers of the adviser or the administrator).  

VIII.  

Internal Use

This Code is intended solely for the internal use by the Company and does not constitute an admission, by or on behalf of the Company, as to any fact, circumstance, or legal conclusion.

Date:

Exhibit A

Persons Covered by this Code of Ethics

Name	Office
Vita Nelson	President
David Fish	Treasurer and Chief Financial Officer

Exhibit B

THE MP63 FUND, INC.

Covered Officer Affirmation of Understanding

In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer has received, read, and understands the Code.

Date: ___________________

_________________________________________

Covered Officer

Exhibit C

THE MP63 FUND, INC.

Covered Officer Annual Affirmation

For the period March 1, 2012 to August 31, 2012.

In accordance with Section IV of the Code of Ethics for Principal Executive and Senior Financial Officers (the “Code”), the undersigned Covered Officer of the Company (as defined in the Code) hereby affirms to the Board that the Covered Officer, at all times during the period for which this affirmation is given, has complied with each of the requirements of the Code.

Date: ___________________

_________________________________________

Covered Officer