AMERIPRIME FUNDS
N-30D, 1997-07-01
Previous: AMERIPRIME FUNDS, 485BPOS, 1997-07-01
Next: AMERIPRIME FUNDS, NSAR-A, 1997-07-01



                                    June 1997


Dear Shareholders:



<PAGE>



     Once again,  we are pleased to present the investment  results for the Carl
Domino  Equity  Income  Fund.  Since  inception in December  1995,  the Fund has
returned  35.2%,  keeping  pace  with the S&P 500  while  taking  less  risk and
significantly  outperforming many of our competitors.  Over the past six months,
the Fund has been ranked one of the top in its class in the Wall Street  Journal
and the Dow Jones Investment Advisor.
<TABLE>
<CAPTION>

<S>                                   <C>       <C>        <C>           <C>      <C>       <C>        

Comparative Investment                Dec.      1st Qtr.    2nd Qtr.      3rd Qtr. 4th Qtr.      YTD
          Returns                     1995       1996        1996        1996       1996       1997
- -----------------------------------             --------                -------  --------      --------       
Carl Domino Equity Income Fund         3.0%       5.2%        6.6%        2.4%       8.4%          5.6%
S&P 500 *                              1.7%       5.4%        4.4%        3.1%       8.4%         8.8%

Average Annual Return             15.06%
</TABLE>

<PAGE>



* Past performance is not predictive of future  performance.  This chart assumes
an initial  investment  of $10,000 in the Fund and the S&P 500 Index on December
1, 1995 and held through April 30,1997. The S&P 500 Index is a widely recognized
unmanaged index of common stock prices.  Performance  figures include the change
in value of the stocks in the index and  reinvestment of dividends,  and are not
annualized.

         During  the  first  part of 1997 the  markets  experienced  significant
volatility.  The major focus centered around the Federal  Reserve,  which raised
rates in an effort to slow the  economy as a  pre-emptive  strike on  inflation.
While  inflationary  pressures must be monitored,  not all the news is negative.
There are worldwide  disinflationary  pressures.  Many corporations  continue to
lower costs and investigate  opportunities for additional  revenues.  As long as
consumer  confidence is high, the increases in disposable income will ultimately
produce higher levels of final demand. Indeed, any signs of weakness would allow
the Fed to reverse course in order to assure sustained growth.

         The Fund's  investment  strategy is designed to  participate  in robust
equity  markets while  minimizing  downside  risk in poor  markets.  Carl Domino
Associates, L.P. continues to look for stocks which provide capital appreciation
opportunities with downside  protection.  In these uncertain markets, we believe
dividends  will play a more important role in total returns than they did in the
last two years,  and that our larger  companies with  above-average  yields will
provide superior relative  investment  performance.  Be assured that although we
cannot  guarantee  future results,  the investment  professionals at Carl Domino
Associates,  L.P. will work hard to avoid  disappointments and take advantage of
opportunities as they rise.

                                  Best regards,



                                 Carl J. Domino
<TABLE>
<CAPTION>
CARL DOMINO EQUITY INCOME FUND
Schedule of Investments  April 30, 1997 (Unaudited)
<S>                                                         <C>                   <C>


Common Stock - 99.2%                                          Shares                Value
Basic Industries
Chemicals - 4.1%
Millennium Chemicals                                              2,000      $           35,500
Witco Corp.                                                       1,400                  52,325
                                                                               -----------------
                                                                                         87,825
                                                                               -----------------
Paper & Forest Products - 1.6%
Union Camp Corp.                                                    700                  34,038
                                                                               -----------------

Durables
Autos, Tires & Accessories - 4.6%
Echlin, Inc.                                                      1,400                  45,675
Tenneco Inc.                                                      1,300                  51,837
                                                                               -----------------
                                                                                         97,512
                                                                               -----------------
Energy
Oil & Gas - 13.5%
Midcoast Energy Resources                                         2,500                  34,062
Mobil Corporation (a)                                               350                  45,500
Questar Corp.                                                       500                  19,000
Sonat Corporation                                                   800                  45,700
Sun Co., Inc.                                                     1,500                  41,062
USX Marathon Group (a)                                            1,300                  35,912
Williams Companies                                                  800                  35,100
YPF Sociedad Anonima                                              1,200                  33,150
                                                                               -----------------
                                                                                        289,486
                                                                               -----------------

Media & Leisure
Publishing & Entertainment - 0.7%
Cedar Fair L.P.                                                     400                  15,900
                                                                               -----------------

Publishing - 1.6%
Readers Digest Association                                        1,520                  34,960
                                                                               -----------------

Entertaiment - 0.7%
Premier Parks Inc.                                                  500                  14,813
                                                                               -----------------

Retail - 8.9%
ADT Limited                                                       1,900                  52,012
Intimate Brands                                                   2,100                  39,113
May Department Stores                                               900                  41,625
Penney (J.C.)                                                     1,200                  57,300
                                                                               -----------------
                                                                                        190,050
                                                                               -----------------
Non-Durables
Cosmetics - 5.0%
International Flavors & Fragrances                                1,200                  50,550
Tambrands Inc.                                                    1,200                  56,400
                                                                               -----------------
                                                                                        106,950
                                                                               -----------------
CARL DOMINO EQUITY INCOME FUND - continued

Common Stocks - continued                                     Shares                Value
Food - 5.5%
General Mills                                                       300      $           18,600
Heinz (H.J.)                                                      1,200                  49,800
Quaker Oats                                                       1,200                  48,000
                                                                               -----------------
                                                                                        116,400
                                                                               -----------------
Household Products - 1.9%
Kimberly-Clark                                                      800                  41,000
                                                                               -----------------

Tobacco - 1.9%
Philip Morris                                                     1,050                  41,344
                                                                               -----------------

Health
Drugs - 7.2%
American Home Products                                            1,000                  46,375
Bristol-Myers Squibb Co.                                            540                  35,370
Glaxo Wellcome PLC                                                1,300                  51,187
Pharmacia & Upjohn Inc.                                             700                  20,738
                                                                               -----------------
                                                                                        153,670
                                                                               -----------------
Health Care - 2.2%
Baxter International Inc.                                         1,000                  47,875
                                                                               -----------------



Staples/Miscellaneous Services - 1.6%
Deluxe Corporation                                                1,100                  33,688
                                                                               -----------------

Services/Miscellaneous - 0.7%
Unisource Worldwide                                               1,000                  14,750
                                                                               -----------------


Electrical Equipment - 2.6%
Thomas & Betts                                                    1,200                  54,450
                                                                               -----------------

Airlines, Truckers, & Railroads - 3.6%
Union Pacific Corp. (a)                                           1,200                  76,500
                                                                               -----------------

Computer Software & Services - 0.6%
Checkpoint Software (a)                                             500                  11,812
                                                                               -----------------

Photography/Office Equipment - 4.0%
Eastman Kodak                                                       500                  41,750
Minnesota Mining & Manufacturing (a)                                500                  43,500
                                                                               -----------------

<PAGE>

                                                                                         85,250
CARL DOMINO EQUITY INCOME FUND - continued

Common Stocks - continued                                     Shares                Value

Finance
Major Regional & Other Banks - 6.6%
Chase Manahattan Corp. (a)                                          300      $           27,788
Corestates Financial                                                800                  40,500
Nationsbank                                                         522                  31,516
South Trust Corp.                                                 1,100                  41,113
                                                                               -----------------
                                                                                        140,917
                                                                               -----------------
Insurance-multi/ Property, Casualty & Life  - 4.4%
American States Financial                                           500                  16,750
GCR Holdings Ltd. (a)                                               900                  19,462
ITT Hartford Financial Services Group                               400                  29,800
Lincoln National Corp.                                              500                  28,000
                                                                               -----------------
                                                                                         94,012
                                                                               -----------------
Savings & Loans - 3.0%
Ahmanson H.F. (a)                                                   700                  26,688
Great Western Financial Corp. (a)                                   900                  37,800
                                                                               -----------------
                                                                                         64,488
                                                                               -----------------
Utilities
Natural Gas - 4.4%
Atmos Energy Corp.                                                1,500                  33,938
El Paso Natural Gas Company                                       1,027                  59,694
                                                                               -----------------
                                                                                         93,632
                                                                               -----------------
Telephone Other - 3.6%
AT&T  Corp.                                                         900                  30,150
Frontier Corp.                                                    3,000                  47,625
                                                                               -----------------
                                                                                         77,775
                                                                               -----------------
REITs 1.8%
Arden Realty Group                                                  500                  12,438
Glimcher Realty Corp.                                               700                  12,512
Security Capital Pacific Trust                                      600                  13,650
                                                                               -----------------
                                                                                         38,600
                                                                               -----------------
Miscellaneous  - 2.9%
Cienna Corp. (a)                                                    500                  15,626
Guilford Pharmicuticals Inc.                                                             46,250
                                                                               -----------------
                                                                                         61,876
                                                                               -----------------
TOTAL COMMON STOCKS - 99.2%                                                           2,119,573
                                                                               =================

Money Market Securities - 0.4%
Star Treasury 4.96% 12/31/97(Cost $9,156)                                                 9,156
                                                                               -----------------
TOTAL INVESTMENTS - 99.2% (Cost $1,927,498)                                           2,128,729
  Other Assets less liabilities - 0.4%                                                    9,345
                                                                               -----------------
TOTAL NET ASSETS - 100%                                                               2,138,074
                                                                               -----------------
<FN>

(a) non-income producing

</FN>
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund                                                                            April 30,1997
Statement of Assets & Liabilities (Unaudited)

<S>                                                                             <C>                <C>
Assets
Investment in securities, at value (cost $1,924,499)                                                $         2,128,729
Subscriptions receivable                                                                                          7,070
Dividends receivable                                                                                              4,356
Interest receivable                                                                                                  89
Reimbursement receivable                                                                                            814
                                                                                                      ------------------
     Total assets                                                                                             2,141,058

Liabilities
Accrued investment advisory fee payable                                                       2,501
Other payables and accrued expenses                                              $              483
                                                                                   -----------------
     Total liabilities                                                                                            2,984
                                                                                                      ------------------

Net Assets                                                                                                    2,138,074
                                                                                                      ==================

Net Assets consist of:
Paid in capital                                                                                     $         1,852,855
Accumulated undistributed net investment income                                                                   8,944
Accumulated undistributed net realized gain (loss) on investments                                                72,045
Net unrealized appreciation (depreciation) of investments                                                       204,230
                                                                                                      ------------------

Net Assets, for 160,667 shares                                                                      $         2,138,074
                                                                                                      ==================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($2,137,260/160,667)                                 $                13.31
                                                                                                      ==================


</TABLE>


<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund
Statement of Operations for the six month period ended April 30, 1997 (Unaudited)

<S>                                                                  <C>                   <C>

Investment Income
Dividend income                                                                             $            22,689
Interest income                                                                                              89
                                                                                              ------------------
Total Investment Income                                                                                  22,777


Expenses
Investment advisory fee                                                 $            11,708
Trustees' fees                                                                          814
                                                                          ------------------
Total Expenses                                                                       12,522
Reimbursed trustees fees                                                               (814)
                                                                          ------------------
                                                                                                         11,708
                                                                                              ------------------
Net Investment Income (Loss)                                                                             11,069
                                                                                              ------------------
Realized & Unrealized Gain (Loss)

Net realized gain (loss) on investment transactions                                  72,045

Change in net unrealized appreciation (depreciation) on
  investment securities                                                              77,489             149,534
                                                                          ------------------  ------------------
Net gain (loss)
Net increase (decrease) in net assets resulting                                             $           160,603
                                                                                              ==================
  from operations

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund                                                                          November 6, 1995
Statement of Changes (Unaudited)                                              For the six months        (commencement of
                                                                                ended April 30,      operations) to October 31,
<S>                                                                      <C>                       <C> 
                                                                               1997                      1996
Increase/(Decrease) in Net Assets
Operations
  Net investment income (loss)                                           $        11,069                    11,996
  Net realized gain (loss) on investment transactions                             72,045                     8,455
  Change in net unrealized appreciation (depreciation)                            77,489                   126,741
                                                                           --------------            --------------
  Net Increase (decrease) in net assets resulting from operations                160,603                   147,192
                                                                           --------------            --------------
Distributions to shareholders:
  From net investment income                                                     (22,578)                        0
                                                                           --------------            --------------
Capital Share Transactions
  Net proceeds from sale of shares                                             1,123,013                   971,640
  Shares issued in reinvestment of distributions                                  20,593                         0
  Shares redeemed                                                               (266,203)                  (21,186)
                                                                           --------------            --------------
Net increase (decrease) in net assets resulting
  from share transactions                                                        877,403                   950,454
                                                                           --------------            --------------
  Total increase (decrease) in net assets                                      1,015,428                 1,097,646

Net Assets
  Begining of period                                                           1,122,646                    25,000
                                                                           --------------            --------------
  End of period including undistributed net investment income
  of $11,069 and $11,996, respectively.                                  $     2,138,074                 1,122,646
                                                                           ==============            ==============
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund
Financial Highlights (Unaudited)                                                    November 6,1997
                                                 Six months ended         (Commencement of Operations)
                                                   April 30,                        to October 31,
Selected Per Share Data                              1997                          1996
                                                 --------------                --------------

<S>                                              <C>                          <C>
Net asset value,
  begining of period                                       $12.03                        $10.00
                                                 --------------                --------------
Income from investment
  Operations
  Net investment income                                      0.08                          0.16
  Net realized and
  unrealized gain (loss)                                     1.41                          1.87
                                                 --------------                --------------
Total from investment operations                             1.49                          2.03
                                                 --------------                --------------
Less Distributions
  From net investment income                                (0.22)                         0.00
                                                 --------------                --------------
Net asset value,
  end of period                                            $13.31                        $12.03

Total Return (a)                                            24.99%                        20.30%

Ratios and Supplemental Data
Net assets, end of period (000)                         $2,138                        $1,122
Ratio of expenses to average
  net assets before expense reductions                       1.60%                         1.73%
Ratio of expenses to
  average net assets  (a)                                    1.60%                         1.51%
Ratio of net investment income to average
  net assets before expense reductions (a)                   1.31%                         1.35%
Ratio of net investment income to
  average net assets (a)                                     1.41%                         1.57%
Portfolio turnover rate (a)                                 54.54%                        62.51%
Average commission rate                                      0.0137                        0.0604
<FN>

(a)    Annualized
</FN>

</TABLE>
<PAGE>

                         CARL DOMINO EQUITY INCOME FUND


                          Notes to Financial Statements

                                 April 30, 1997


1.  ORGANIZATION

     The Carl Domino  Equity  Income Fund (the "Fund") was organized as a series
of the AmeriPrime  Funds,  an Ohio business  trust (the  "Trust"),  on August 8,
1995,  and  commenced  operations  on November 6, 1995.  The Trust is registered
under the Investment Company Act of 1940, as amended,  as a diversified  series,
open end management investment company. The Trust Agreement permits the Trustees
to issue an unlimited number of shares of beneficial interest of separate series
without par value.

2. SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting  policies followed by
the Fund in the preparation of its financial statements.

     Securities  Valuations-  Securities  which are traded on any exchange or on
the NASDAQ  over-the-counter  market are valued at the last  quoted  sale price.
Lacking a last sale  price,  a security  is valued at its last bid price  except
when, in the Adviser's  opinion the last bid price does not  accurately  reflect
the  current   value  of  the   security.   All  other   securities   for  which
over-the-counter  market  quotations  are readily  available are valued at their
last bid price.  When  market  quotations  are not readily  available,  when the
Adviser  determines the last bid price does not  accurately  reflect the current
value or when restricted 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 of the Board of Trustees of the Trust.

     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. 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,
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.


                         CARL DOMINO EQUITY INCOME FUND

                          Notes to Financial Statements

                                 April 30, 1997

Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund intends to distribute its net long term capital gains and its net short
term capital gains at least once a year.

Other- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective securities.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains Carl Domino Associates, L.P. (the "Adviser") to manage the
Fund's investments.  The Adviser is a limited partnership  organized in Delaware
and its general partner is Carl Domino, Inc. The controlling shareholder of Carl
Domino, Inc. is Carl Domino. Mr. Domino is primarily  responsible for the day to
day management of the Fund's portfolio.
     Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of  non-interested  person trustees,  and extraordinary  expenses.  The
Adviser is  voluntarily  reimbursing  the Fund for  trustees  fees.  There is no
assurance that such  reimbursement  will continue in the future. As compensation
for its management  services and agreement to pay the Fund's expenses,  the Fund
is  obligated  to pay the  Adviser a fee  computed  and  accrued  daily and paid
monthly at an annual rate of 1.50% of the average  daily net assets of the Fund.
It  should be noted  that  most  investment  companies  pay their own  operating
expenses directly, while the Fund's expenses,  except those specified above, are
paid by the  Adviser.  For the period from  November 1, 1996  through  April 30,
1997, the Adviser has received a fee of $11,708 from the Fund.



                         CARL DOMINO EQUITY INCOME FUND

                          Notes to Financial Statements

                                 April 30, 1997


 NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1997 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1997 was
$1,852,855.

     Transactions in capital stock were as follows:
<TABLE>
<CAPTION>
<S>                   <C>                     <C>                 <C>                    <C>   

                                                                  For the period from     For the period
                                                                    November 6, 1995     from November 6,
                                                                    (Commencement of    1995 (Commencement
                                                                  Operations) through     of Operations)
                        For the six month    For the six month      October 31, 1996      through October
                       period ended April    period ended April                              31, 1996
                            30, 1997              30, 1997
                             Shares               Dollars                Shares               Dollars
     Shares sold             86,802              $1,123,013              92,689              $971,640
  Shares issued in
   reinvestment of
      dividends               1,664                20,593                  0                     0
   Shares redeemed          (20,901)             (266,203)              (1,893)              (21,186)
                            --------             ---------              -------              --------
                             67,565               877,403                90,796              $950,454
</TABLE>




NOTE 5.  INVESTMENTS

     For the period from November 1, 1996 through April 30, 1997,  purchases and
sales of investment securities,  other than short-term  investments,  aggregated
$1,271,896 and $406,277 respectively.  The gross unrealized appreciation for all
securities  totaled  $265,465  and the  gross  unrealized  depreciation  for all
securities  totaled $61,235 for a net unrealized  appreciation of $204,230.  The
aggregate  cost of securities  for federal income tax purposes at April 30, 1997
was $1,924,498.



<PAGE>




                                      CARL DOMINO EQUITY INCOME FUND

                                       Notes to Financial Statements

                                              April 30, 1997

NOTE 6. ESTIMATES

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

NOTE 7. RELATED PARTY TRANSACTIONS

The Adviser is not a registered  broker-dealer  of securities  and thus does not
receive  commissions  on  trades  made on behalf of the  Funds.  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 of April 30, 1997, Carl Domino
Associates,  L.P.,  and entities which the Adviser could be deemed to control or
have discretion over owned in aggregate more than 25% of the Fund.
<TABLE>
<CAPTION>
<PAGE>

GLOBALT Growth Fund
Schedule of Investments  April 30, 1997 (Unaudited)
<S>                                                       <C>                     <C>


Common Stock - 100.9%                                         Shares                      Value
Business Equipment & Services - 4.3%
Electronic Data Systems (a)                                       1,850             $        61,743
Interpublic Group                                                   850                      48,131
Omnicom Group                                                     1,450                      76,850
                                                                                      --------------
                                                                                            186,724
                                                                                      --------------
Capital Goods - 7.0%
Caterpillar, Inc.                                                   550                      48,950
General Electric Co.                                               1550                     171,856
Molex, Inc.                                                        1500                      46,500
US Filter (a)                                                      1300                      39,488
                                                                                      --------------
                                                                                            306,794
                                                                                      --------------
Consumer Non-Durables - 15.8%
Avon Products Inc.                                                1,800                     110,925
Coca Cola Company                                                 2,250                     143,156
Estee Lauder                                                      1,000                      45,750
Gilette Co. (a)                                                   1,300                     110,500
Nike Inc. Class B (a)                                             1,450                      81,563
Pioneer Hi Bred International (a)                                 1,500                     105,938
Procter & Gamble Co.                                                700                      88,025
                                                                                      --------------
                                                                                            685,857
                                                                                      --------------
Consumer Services - 5.7%
Coleman Co. (a)                                                   2,800                      43,400
Disney (Walt) Co.                                                   500                      41,000
Mattel Inc.                                                       2,300                      64,113
Time Warner                                                       2,200                      99,000
                                                                                      --------------
                                                                                            247,513
                                                                                      --------------
Energy Sector - 9.2%
Apache Corp.                                                      2,300                      78,200
Halliburton Co.                                                   1,500                     105,938
Mobil Corp.                                                         700                      91,000
Texaco Inc.                                                       1,200                     126,600
                                                                                      --------------
                                                                                            401,738
                                                                                      --------------
Financial Services - 17.0%
AFLAC Inc.                                                        1,900                      81,700
American Express                                                  1,600                     105,400
American International Group                                        950                     122,075
Citicorp                                                          1,150                     129,519
Franklin Resources                                                1,500                      88,688
Morgan (J.P.) & Co.                                                 600                      61,125
Marsh & McLennan                                                    700                      48,200
Morgan Stanley Group                                              1,600                     101,000
                                                                                      --------------
                                                                                            737,707
                                                                                      --------------
Health Care - 16.3%
Bristol Myers Squibb                                              1,500                      98,250
Guidant Corp.                                                     1,450                      98,963
Johnson & Johnson                                                 2,012                     123,235
Lilly Eli & Co.                                                   1,050                      92,269
<PAGE>

GLOBALT Growth Fund
Common Stock - continued

Healthcare - continued                                        Shares                      Value
Merck & Co.                                                       1,100             $        99,550
Pfizer Inc.                                                       1,200                     115,200
United States Surgical                                            2,400                      82,200
                                                                                      --------------
                                                                                            709,667
                                                                                      --------------
Raw Materials - 2.4%
DuPont DeNemours                                                    500                      53,063
IMC Global                                                        1,450                      53,469
                                                                                      --------------
                                                                                            106,532
                                                                                      --------------
Shelter Sector - 2.0%
Kimberly Clark Corp.                                              1,700                      87,125
                                                                                      --------------

Technology Sector - 17.7%
Boeing Co.                                                         1000                      98,625
Cicso Systems Inc.                                                1,650                      85,387
Computer Associates International                                 1,725                      89,700
Hewlett Packard Co.                                               1,900                      99,750
Intel Corp.                                                         750                     114,843
Lucent Technologies                                               1,140                      67,402
Micron Technology                                                 1,600                      56,400
Microsoft Corp.                                                     700                      85,050
Seagate Technology                                                  900                      41,288
Xilinx Inc.                                                         600                      29,400
                                                                                      --------------
                                                                                            767,845
                                                                                      --------------
Transportation - 3.5%
AMR Corp.                                                         1,100                     102,436
Air Express International                                         1,400                      47,950
                                                                                      --------------
                                                                                            150,386
                                                                                      --------------
Total Common Stock (Cost $3,786,741)                             71,377                   4,387,888
                                                                                      --------------


Money Market Securities - 12.9%
Star Treasury                                                                               560,464
                                                                                      --------------
Total Money Market Securities (Cost $560,464)
TOTAL INVESTMENTS (Cost $4,347,205)                                                       4,948,352
                                                                                      ==============
Other Assets less liabilities - 13.8%                                                      (143,161)
Total Net Assets - 100%                                                                   4,805,191
<FN>
                                                                                      ==============

(a) non-income producing

</FN>
</TABLE>
<TABLE>
<CAPTION>
GLOBALT Growth Fund                                                                                       April 30,1997
Statement of Assets & Liabilities (Unaudited)
<S>                                                                             <C>                <C>

Assets
Investment in securities, at value (cost $4,347,205)                                                $         4,948,352
Dividends receivable                                                                                              2,506
Interest receivable                                                                                                 711
Reimbursement receivable from advisor                                                                               814
                                                                                                      ------------------
     Total assets                                                                                             4,952,383

Liabilities
Payable for investments purchased                                                $          142,360
Accrued management fee payable                                                                4,351
Other payable and accrued expenses                                               $              481
                                                                                   -----------------
     Total liabilities                                                                                          147,192
                                                                                                      ------------------

Net Assets                                                                                                    4,805,191
                                                                                                      ==================

Net Assets consist of:
Paid in capital                                                                                     $         4,153,053
Accumulated undistributed net investment income                                                                    (478)
Accumulated undistributed net realized gain (loss)                                                               51,469
Net unrealized appreciation (depreciation) on investments                                                       601,147
                                                                                                      ------------------

Net Assets, for 359,454 shares                                                                                4,805,191
                                                                                                      ==================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($4,805,191/359,454)                                 $                13.37
                                                                                                      ==================
</TABLE>
<PAGE>


<TABLE>
<CAPTION>
GLOBALT Growth Fund
Statement of Operations (Unaudited)


<S>                                                                    <C>                 <C>
Investment Income
Dividend Income                                                                             $            23,669
Interest Income                                                                                             711
                                                                                              ------------------
Total Income                                                                                             24,379


Expenses
Management fee                                                          $            24,857
Trustees' fees                                                                          814
                                                                          ------------------
Total Expenses before reimbursement                                                  25,671
Reimbursed Trustees fees                                                               (814)
                                                                          ------------------
Total Expenses                                                                                           24,857
                                                                                              ------------------

Net Investment Income (Loss)                                                                               (478)
                                                                                              ------------------
Realized & Unrealized Gain (Loss)

Net realized gain (loss) on investment securities                                    52,086

Change in net unrealized appreciation (depreciation) on
  investment securities                                                             292,966             345,052
                                                                          ------------------  ------------------
Net gain (loss)
Net increase (decrease) in net assets resulting                                             $           344,574
                                                                                              ==================
  from operations
</TABLE>
<TABLE>
<CAPTION>
GLOBALT Growth Fund                                                                                     December 1, 1995
Statement of Changes (Unaudited)                                             For the six months         (commencement of
                                                                               ended April 30,     operations) to October 31,
                                                                               1997                      1996
<S>                                                                     <C>                       <C>
Increase/(Decrease) in Net Assets
Operations
  Net investment income (loss)                                           $          (478)                     2,033
  Net realized gain (loss)                                                        52,086                     51,568
  Change in net unrealized appreciation (depreciation)                           292,966                    308,181
                                                                           --------------          -----------------
  Net Increase (decrease) in net assets resulting from operations                344,574                    361,782
                                                                           --------------          -----------------
Distributions to shareholders:
  From net investment income                                                      (2,033)                         0
                                                                                                   -----------------
  From net realized gain                                                         (52,185)
                                                                           --------------
  Total Distributions                                                            (54,218)
Share Transactions
  Net proceeds from sale of shares                                             1,072,078                  3,056,354
  Shares issued in reinvestment                                                   54,217                          0
  Shares redeemed                                                                (54,537)                       (60)
                                                                           --------------          -----------------
Net increase (decrease) in net assets resulting
  from share transactions                                                      1,071,758                  3,056,294
                                                                           --------------          -----------------
  Total increase (decrease) in net assets                                      1,362,115                  3,418,076

Net Assets
  Begining of period                                                           3,443,076                     25,000
                                                                           --------------          -----------------
  End of period, including undistributed net investment income (loss)
   of $(478) and $2,033, respectively                                    $     4,805,191                  3,443,076
                                                                           ==============          =================



</TABLE>
<TABLE>
<CAPTION>
GLOBALT Growth Fund                                                              December 1, 1995
Financial Highlights (Unaudited)                For the six months         (commencement of
                                                 ended April 30,            operations) to October 31,
Selected Per Share Data                              1997                       1996
<S>                                            <C>                          <C>

Net asset value,
  begining of period                                       $12.48                     $10.00
                                                   --------------             --------------
Income from investment
  Operations
  Net investment income                                      0.00                       0.01
  Net realized and
  unrealized gain (loss)                                     1.06                       2.47
                                                   --------------             --------------
Total from investment operations                             1.06                       2.48
                                                   --------------             --------------
Less Distributions
  From net investment income                                (0.17)                      0.00
                                                   --------------             --------------
Net asset value,
  end of period                                            $13.37                     $12.48

Total Return (a)                                             4.50%                     24.80%

Ratios and Supplemental Data
Net assets, end of period (000)                            $4,805                     $3,443
Ratio of expenses to
  average net assets (a)(b)                                  1.17%                      1.16%
Ratio of expenses to average net assets
  before reimbursement (a) (b)                               1.21%                      1.25%
Ratio of net investment income to
  average net assets (a)                                    -0.06%                      0.11%
Ratio of net investment income to average
  net assets before reimbursement (a) (b)                    0.00%                      1.25%
Portfolio turnover rate (a)                                  0.9243                     0.6642
Average commission rate                                      0.047                      0.074
<FN>

(a)   Annualized
(b)   Expense  ratio is net of  reimbursement  of  trustees'  fees.  The advisor
      voluntarily reimbursed the fund for trustees fees and and has agreed to do
      so until October 31, 1997.
</FN>
</TABLE>
<PAGE>

                               GLOBALT GROWTH FUND


                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


1.  ORGANIZATION

The  GLOBALT  Growth  Fund Inc.  (the  "Fund") is  organized  as a series of the
AmeriPrime Funds, an Ohio business trust (the "Trust").  The Trust is registered
under the Investment Company Act of 1940, as amended, as a diversified, open-end
management investment company. The Trust Agreement permits the trustees to issue
an unlimited number of shares of beneficial  interest of separate series without
par value.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant  accounting  policies  followed by the
Fund in the preparation of its financial statements.

Securities  Valuation-  Securities  which are traded on any  exchange  or on the
NASDAQ over-the-counter market are valued at the last quoted sale price. Lacking
a last sale price,  a security is valued at its last bid price except  when,  in
the  Adviser's  opinion,  the last bid price  does not  accurately  reflect  the
current value of the security.  All other securities for which  over-the-counter
market quotations are readily available are valued at their last bid price. When
market  quotations are not readily  available,  when the Adviser  determines the
last bid price does not accurately  reflect the current value or when restricted
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 of the Board of Trustees of the Trust.

     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 values 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  instiutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing  service,  or when restriced or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Adviser,
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.

<PAGE>


                               GLOBALT GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997

Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund intends to distribute its net long term capital gains and its net short
term capital gains at least once a year.

Other- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective securities.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund  retains  GLOBALT , Inc.  (the  "Adviser")  to manage  the  Fund's
investments.  The Adviser was orgainzed as a Georgia Corporation in 1990. Angela
Allen,  President of the Adviser, and Samuel Allen, Chairman of the Adviser, are
the controlling  shareholders of GLOBALT,  Inc. The investment decisions for the
Fund are made by a committee of the Adviser,  which is primarily responsible for
the day to day management of the Fund's portfolio.

     Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage,  taxes, interest fees and
expenses of  non-interested  person  trustees and  extraordinary  expenses.  The
Adviser is  voluntarily  reimbursing  the Fund for  trustees  fees.  There is no
assurance that such  reimbursement  will continue in the future. As compensation
for its management  services and agreement to pay the Fund's expenses,  the Fund
is  obligated  to pay the  Adviser a fee  computed  and  accrued  daily and paid
monthly at an annual rate of 1.17% of the average  daily net assets of the Fund.
It  should be noted  that  most  investment  companies  pay their own  operating
expenses directly, while the Fund's expenses,  except those specified above, are
paid by the  Adviser.  For the period from  November 1, 1996  through  April 30,
1997, the Adviser has received a fee of $24,857 from the Fund.


<PAGE>


                               GLOBALT GROWTH FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1997 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1997 was
$4,153,053.
<TABLE>
<CAPTION>

     Transactions in capital stock were as follows:

<S>                   <C>                   <C>                  <C>                   <C>
                                                                  For the period from     For the period
                                                                    December 1, 1995     from December 1,
                                                                    (Commencement of    1995 (Commencement
                                                                  Operations) through     of Operations)
                        For the six month    For the six month      October 31, 1996      through October
                       period ended April    period ended April                              31, 1996
                            30, 1997              30, 1997
                             Shares               Dollars                Shares               Dollars
     Shares sold             83,484              $1,075,078             273,421             $3,056,354
  Shares issued in
   reinvestment of
      dividends               4,216                54,217                  0                     0
   Shares redeemed           (4,162)              (54,537)                (5)                  (60)
                             -------              --------                ---                  ----
                             83,538              $1,074,758             273,416             $3,056,294
</TABLE>

NOTE 5. INVESTMENTS

For the period from November 1, 1996 through April 30, 1997, purchases and sales
of  investment  securities,   other  than  short-term  investments,   aggregated
$2,709,004 and $1,907,115,  respectively.  The gross unrealized appreciation for
all securities  totaled $660,296 and the gross  unrealized  depreciation for all
securities  totaled $59,149 for a net unrealized  appreciation of $601,147.  The
aggregate cost of securities for federal income tax purposes at October 31, 1996
was $4,347,206.


NOTE 6. ESTIMATES

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.






<PAGE>


AIT Vision Fund

Investment Results - For the Period Ended April 30, 1997


Dear Fellow Shareholders:

Since the October 31, 1996 fiscal year end, the AIT Vision Fund appreciated 3.9%
for the six  months  ended  April  30,  1997.  According  to  Lipper  Analytical
Services,  Inc. the average return during this six month period for a peer group
of 799 growth  funds was 7.2%.  The  unmanaged  S&P 500 and Russell 3000 indices
advanced  14.7% and  11.9%,  respectively,  during  the same six  month  period.
Comparative investment results are displayed below.

<TABLE>
<CAPTION>
<S>                                        <C>           <C>

- ------------------------------------------------ - ----- ------------------- ------- -----------------
Returns for the Periods Ended 4/30/97
- ------------------------------------------------ - ----- ------------------- ------- -----------------
                                                          Since Inception                Average
Fund/Index                                  1 Year            12/28/95                    Annual
- ----------                                  ------            --------                    ------

AIT Vision Fund                              18.2%             31.2%                      22.4%
S&P 500                                      25.1%             34.1%                      24.4%
Russell 3000                                 20.0%             29.4%                      21.1%

- ------------------------------ -------- ---------------- ------------------- ------- -----------------
</TABLE>


Comparison  of the Change in Value of a $10,000  Investment  in AIT Vision Fund,
the Unmanaged S&P 500 Index, and the Unmanaged Russell 3000 Index
CHART 
This chart shows the value of a  hypothetical  initial  investment of $10,000 in
the Fund, the S&P 500 Index, and the Russell 3000 Index on December 28, 1995 and
held through  April 30,  1997.  The S&P 500 Index and the Russell 3000 Index are
widely recognized unmanaged indices of common stock prices.  Performance figures
include  the  change in value of the  stocks  in the  indices,  reinvestment  of
dividends,  and are not annualized.  The index returns do not reflect  expenses,
which have been deducted from the Fund's  return.  THE FUND'S RETURN  REPRESENTS
PAST PERFORMANCE AND IS NOT PREDICTIVE OF FUTURE RESULTS.


<PAGE>



     Commentary  - "Vuja De:  the  distinct  feeling  that you have  never  seen
anything like this before"
Those investors who may have been lulled into  complacency by the U.S.  market's
steady,  unwavering  upward climb have  certainly  been awakened by the market's
gyrations  during the last six to twelve  months.  What a ride it has been:  the
market peaked in June 1996 and promptly  bottomed  within the subsequent  month,
then rapidly rose to another peak in February 1997 only to dramatically  rebound
from a sell off and  extreme  bearishness  during  April  1997.  This April 1997
rebound has extended its gains to date and continues to defy the well documented
warnings of Alan  Greenspan,  Warren Buffet,  and most of the "talking heads" on
the  financial  networks.   These  commentators  either  proclaim  the  market's
impending  collapse  based upon time tested  valuation  measures or they declare
that things are different  this time, a sense of "vuja de" which is the distinct
feeling  that one has never  experienced  anything  quite like this  before (the
opposite of the well known deja vu).

During  this  period  of  heightened  volatility,   pockets  of  extreme  return
differences have emerged within the broad market. The table below details two of
these extreme differences that have directly impacted the performance of the AIT
Vision Fund.



- ----------------------------------------------------------------------------- 
Comparative Index Returns for the Period Ended 4/30/97
- -----------------------------------------------------------------------------

Index/Characteristic                              6 Months           1 Year
- --------------------                              --------           ------

Russell 1000  (Largecap Stocks)                    13.1%              22.4%
Russell 800*  (Midcap Stocks)                        6.7%             10.9%
Russell 2000  (Smallcap Stocks)                      1.6%              0.1%
Largecap less Smallcap                             11.5%              22.3%

Russell Midcap Value Stocks                        10.3%               3.9%

Midcap Value less Midcap Growth                      7.5%             13.8%

- ---------------------------------------------- --------------- -------------- 
*  Subset of the Russell 1000.


The quantitative  investment strategy followed by the AIT Vision Fund has led us
to typically hold positions which are not highly  concentrated among the largest
capitalization nor the smallest capitalization  companies, but instead looks for
stocks with steady earnings growth  prospects  regardless of company size. These
general  tendencies  have been extremely out of favor recently  within the broad
market.  As of April 30, 1997, the trailing one year return  difference  between
largecap and smallcap  stocks of 22.3% is the single largest one year difference
since 1979!  Unless you have owned the largest  companies  in the market  (e.g.,
General Electric,  Coca Cola,  Exxon), you have struggled as an investor to keep
pace.  This  largecap  outperformance  has been  partly the result of  investors
pouring money into the market at record levels with a preference for safer, more
liquid stocks.  Thus as we spread the AIT Vision Fund's holdings over a universe
of about 3,000  stocks,  the  narrowness of the market's  leadership  has worked
against performance.

Furthermore,  if you combined diversified  capitalization holdings with a growth
stock  emphasis,   you  have  recently  compounded  your  pain  and  performance
struggles.  As of April 30, 1997, the trailing one year outperformance of midcap
value over midcap growth stocks of 13.8% is the second  largest such  difference
since 1981. Therefore, given the extreme uncommon performance differences within
the recent market,  no wonder some  commentators are proclaiming that things are
different this time.


Outlook

So which will it be? Will the traditional  valuation arguments for overvaluation
hold or is the present environment  entirely different from the past? Our belief
is best summarized by Mark Twain who said, "The past doesn't repeat itself,  but
it sure does  rhyme." To us this means that an investor  must study the market's
past  behavior and be  intelligent  in  employing a discipline  based upon sound
economic and financial  analysis which adapts to the natural evolution of market
forces.

Looking forward,  our belief is that market returns will gradually  broaden into
the smaller  company  stocks;  and, due to the gradual  deceleration of the U.S.
economy,  companies which can deliver  earnings growth  independent of a slowing
business cycle will be rewarded.  Therefore,  we believe that the typical biases
of the AIT Vision Fund  position it to benefit from these trends as they develop
in the future.  Listed  below are the top  holdings of the AIT Vision Fund as of
April 30, 1997.


- --------------------------------------------------- -------------------- -
Ten Largest Holdings
- --------------------------------------------------- -------------------- -
                                                                     Percent of
                                                                     Net Assets
                                                                      4/30/97

Walt Disney                                                            3.49%
United Airlines                                                        3.39%
Circuit City Stores                                                    3.27%
Microsoft                                                              3.12%
Cigna                                                                  3.00%
Enron Oil and Gas                                                      2.92%
United Healthcare                                                      2.91%
Georgia-Pacific                                                        2.89%
Conseco                                                                2.83%
Temple Inland                                                          2.69%
                                                                       -----

Total                                                                  30.51%

- ------------------------------------ ----------------------- ------------------


Thank you for your trust and continued confidence.


Respectfully,




Douglas W. Case,  CFA
Managing Director of Portfolio Management
Advanced Investment Technology, Inc.

<PAGE>

<TABLE>
<CAPTION>
AIT Vision U.S. Equity Portfolio
Schedule of Investments  April 30, 1997 (Unaudited)

<S>                                                         <C>                    <C>

Common Stock -  98.4%                                         Shares                     Value
Apparel -  1.3%
TJX Companies Inc.                                                1,000                       47,250
                                                                                    -----------------

Banks - 2.0%
Northern Trust Corp.                                              1,700                       75,650
                                                                                    -----------------

Chemicals - 2.5%
Rohm & Hass & Co.                                                 1,100                       91,575
                                                                                    -----------------

Communications & Communications Equipment - 9.5%
Bell South Corp.                                                    900                       40,050
Century Telecommunications                                        2,200                       65,725
Cincinnati Bell                                                   1,600                       89,600
Clear Channel Communications                                        900                       43,650
Gentex Corp.                                                      1,700                       30,600
Worldcom Inc.                                                     3,500                       84,000
                                                                                    -----------------
                                                                                             353,625
                                                                                    -----------------

Computers, Periphals  & Software- 16.3%
Adobe Systems Inc.                                                2,000                       78,250
Cisco Systems Inc.                                                1,800                       93,150
Comdisco Inc.                                                     1,100                       34,925
Computer Associates International                                 1,700                       88,400
Dell Computer                                                       700                       58,581
EMC Corp.                                                         1,400                       50,925
Intel Corp.                                                         600                       91,875
Microsoft Corp.                                                     900                      109,350
                                                                                    -----------------
                                                                                             605,456
                                                                                    -----------------
Computer Office Equipment - 1.1%
Black & Decker Corp.                                              1,200                       40,200
                                                                                    -----------------

Cosmetics - 2.5%
Colgate Palmolive                                                   500                       55,500
Proctor & Gamble Co.                                                300                       37,725
                                                                                    -----------------
                                                                                              93,225
                                                                                    -----------------
Drugs - 6.6%
Abbott Labs                                                         700                       42,700
Bristol Myers Squibb                                              1,000                       65,500
Johnson & Johnson                                                   900                       55,125
Merck & Co. Inc.                                                    700                       63,350
Pfizer Inc.                                                         200                       19,200
                                                                                    -----------------
                                                                                             245,875
                                                                                    -----------------
Electric Utilities - 1.1%
Union Electric Co.                                                1,200                       42,750
                                                                                    -----------------

Energy - Oil & Gas - 6.1%
Anadarkko Petroleum Corp.                                         1,400                       76,825
Enron Oil & Gas Co.                                               5,500                      102,438
Ensco International Inc                                           1,000                       47,500
                                                                                    -----------------

<PAGE>

                                                                                             226,763
                                                                                    -----------------
AIT Vision U.S. Equity Portfolio - continued
Common Stocks - continued

Financial Services - 1.8%                                     Shares                     Value
Charles Schwab Corp.                                              1,800                       65,925
                                                                                    -----------------

Food - 3.8%
Coca Cola Enterprises Inc.                                        1,600                       96,600
Pepsico Inc.                                                      1,300                       45,338
                                                                                    -----------------
                                                                                             141,938
                                                                                    -----------------
Healthcare - 5.2%
Healthsouth Rehabilitation Corp.                                  4,600                       90,850
United Healthcare                                                 2,100                      102,112
                                                                                    -----------------
                                                                                             192,962
                                                                                    -----------------
Holding Companies - 3.0%
McDermott International Inc.                                      2,000                       37,000
Nipsco Industrial Inc.                                            1,000                       39,500
Southern Co.                                                      1,800                       36,675
                                                                                    -----------------
                                                                                             113,175
                                                                                    -----------------
Industrial Machinery & Equipment - 1.5%
U.S. Filter Corp.                                                 1,900                       57,713
                                                                                    -----------------

Insurance - 8.7%
Cigna Corp.                                                         700                      105,263
Conseco Inc.                                                      2,400                       99,300
Travelers Group                                                   1,000                       55,375
Washington Mutual Inc.                                            1,300                       64,187
                                                                                    -----------------
                                                                                             324,125
                                                                                    -----------------
Grocery - 1.7%
Safeway Inc.                                                      1,425                       63,591
                                                                                    -----------------

Hotels/Restaurants - 1.8%
Hilton Hotels Corp.                                               2,500                       67,500
                                                                                    -----------------

Paper & Paper Products - 5.3%
Georgia Pacific Corp.                                             1,300                      101,400
Temple Inland Inc.                                                1,700                       94,350
                                                                                    -----------------
                                                                                             195,750
                                                                                    -----------------
Railroad - 1.6%
St. Joe Corp.                                                       800                       58,100
                                                                                    -----------------

Retail - 8.5%
American Stores Co.                                               1,300                       59,150
Circuit City Stores Inc.                                          2,900                      114,912
Dillard Department Stores Class A                                 3,000                       92,625
GAP Inc.                                                          1,500                       47,812
                                                                                    -----------------
                                                                                             314,499
                                                                                    -----------------
Television, Video Production - 3.3%
Disney (Walt) Co.                                                 1,500                      123,000
                                                                                    -----------------

Transportation - 3.2%
UAL Corp.                                                         1,600                      119,000
                                                                                    -----------------

TOTAL COMMON STOCKS (Cost $3,590,933)                                                     $3,659,647

<PAGE>

                                                                                    -----------------

AIT Vision U.S. Equity Portfolio - continued

Money Market Securities - 1.6%                                 Principal Amount
Star Treasury 4.160%, 12/31/97                                  $59,597                      $59,596
                                                                                    -----------------
Total Bonds & Notes (Cost $59,597)
TOTAL INVESTMENTS - 100.0%
     Cost $3,650,529                                                                      $3,719,243
                                                                                    -----------------
     Other Assets less liabilities - 0.0%                                                       (364)
                                                                                    -----------------
TOTAL NET ASSETS - 100%                                                                   $3,718,879
                                                                                    =================

</TABLE>
<TABLE>
<CAPTION>
AIT Vision U.S. Equity Portfolio                                                                          April 30,1997
Statement of Assets and Liabilities (Unaudited)

<S>                                                                             <C>               <C>   
Assets
Investment in securities, at value (cost $3,650,529)                                                $         3,719,243
Reveivable for securities sold                                                                                   73,920
Dividends receivable                                                                                              3,438
Interest receivable                                                                                                 157
Receivable from advisor for trustees fees                                                                           876
                                                                                                      ------------------
     Total assets                                                                                             3,797,634

Liabilities
Accrued advisory fee                                                             $           76,152
Accrued trustees' fees                                                                        2,061
Other payables and accrued expenses                                                             542
                                                                                   -----------------
     Total liabilities                                                                                           78,755
                                                                                                      ------------------

Net Assets                                                                                                    3,718,879
                                                                                                      ==================

Net Assets consist of:
Paid in capital                                                                                     $         3,725,810
Undistributed net investment income (loss)                                                                        4,259
Undistributed net realized gain (loss)                                                                          (79,904)
Net unrealized appreciation (depreciation) on investments                                                        68,714
                                                                                                      ------------------

Net Assets, for 323,716 shares                                                                                3,718,879
                                                                                                      ==================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($3,718,879/323,716)                                 $              11.49


                                                                                                      ==================
</TABLE>
<PAGE>

<TABLE>
<CAPTION>
AIT Vision U.S. Equity Portfolio
Statement of Operations  for the Six month period ended April 30, 1997 (Unaudited)

<S>                                                                    <C>                 <C>

Investment Income
Dividend Income                                                                             $             9,114
Interest Income                                                                                             159
                                                                                              ------------------
Total Income                                                                                              9,273


Expenses
Investment advisory fee                                                 $             5,013
Trustee's fees                                                                          876
                                                                          ------------------
Total Expenses before reimbursement                                                   5,889
Reimbursed trustees fees                                                               (876)
                                                                          ------------------
Total operating expenses                                                                                  5,013
                                                                                              ------------------
Net Investment Income (Loss)                                                                              4,259
                                                                                              ------------------
Realized & Unrealized Gain (Loss)

Net realized gain (loss) on investment securities                                   (81,056)

Change in net unrealized appreciation (depreciation) on
  investment securities                                                              34,579
                                                                          ------------------  ------------------
Net gain (loss)                                                                                         (46,477)
                                                                                              ------------------
Net increase (decrease) in net assets resulting                                             $           (42,218)
                                                                                              ==================
  from operations



</TABLE>
<PAGE>

<TABLE>
<CAPTION>
AIT Vision U.S. Equity Portfolio
Statement of Changes (Unaudited)                                                                November 6, 1995
                                                                        For the six months      (commencement of
                                                                     ended April 30,            operations) to October 31,
<S>                                                                 <C>                       <C> 
Increase/(Decrease) in Net Assets                                        1997                       1996
Operations
  Net investment income (loss)                                       $       4,259            $       (2,866)
  Net realized gain (loss)                                                 (81,056)                    82,838
  Change in net unrealized appreciation (depreciation)                      34,579                     34,135
                                                                    ---------------             --------------
  Net Increase (decrease) in net assets resulting from operations          (42,218)                   114,107
                                                                    ---------------             --------------
Distributions to shareholders:
  From net investment income                                                     0                          0
  From net realized gain                                                   (81,686)                         0
                                                                    ---------------             --------------
  Total distributions                                                      (81,686)
Share Transactions
  Net proceeds from sale of shares                                       3,152,207                    536,013
  Shares issued in reinvestment                                             81,686                          0
  Shares redeemed                                                          (18,269)                   (47,961)
                                                                    ---------------             --------------
Net increase (decrease) in net assets resulting
  from share transactions                                                3,215,624                    488,052
                                                                    ---------------             --------------
  Total increase (decrease) in net assets                                3,091,720                    602,159

Net Assets
  Begining of period                                                 $      627,159              $      25,000
                                                                    ---------------             --------------
  End of period including undistributed net investment
    income(loss) of $4,259 and $(2,866)                              $    3,718,879              $    627,159
                                                                    ===============             ==============


<PAGE>

</TABLE>
<TABLE>
<CAPTION>

AIT Vision U.S. Equity Portfolio
Financial Highlights (Unaudited)                                                 November 6, 1995
                                                For the six months         (commencement of
Selected Per Share Data                          ended April 30,            operations) to October 31,
                                                     1997                       1996
<S>                                           <C>                         <C>
Net asset value,
  begining of period                                   $12.62                     $10.00
                                                 --------------             --------------
Income from investment
  Operations
  Net investment income                                  0.03                      (0.07)
  Net realized and
  unrealized gain (loss)                                 0.44                       2.69
                                                 --------------             --------------
Total from investment operations                         0.47                       2.62
Less Distributions
  From net investment income                            (1.60)                      0.00
                                                 --------------             --------------
Net asset value,
  end of period                                        $11.49                     $12.62
                                                 ==============             ==============

Total Return (a)                                      -(18.05)%                    31.03%

Ratios and Supplemental Data
Net assets, end of period (000)                       $3,719                       $627
Ratio of expenses to
  average net assets (a)                                0.69%                      1.87%
Ratio of expenses to
  average net assets before reimbursement (a)           0.81%                      1.87%
Ratio of net investment income to
  average net assets (a)                                0.58%                     -0.70%
Ratio of net investment income to
  average net assets before reimbursement (a)            0.46%
Portfolio turnover rate (a)                            179.07%                    238.63%
Average commission rate                                 0.041                      0.0471

(a)  Annualized


</TABLE>

<PAGE>

                        AIT VISION U.S. EQUITY PORTFOLIO


                          Notes to Financial Statements

                                 April 30, 1997
1.  ORGANIZATION

     The AIT Vision U.S. Equity Portfolio (the "Fund") was organized as a series
of the AmeriPrime  Funds,  an Ohio business  trust (the  "Trust"),  on August 8,
1995,  and  commenced  operations  on November 6, 1995.  The Trust is registered
under the Investment Company Act of 1940, as amended,  as a diversified  series,
open end management investment company. The Trust Agreement permits the Trustees
to issue an unlimited number of shares of beneficial interest of separate series
without par value.

2. SIGNIFICANT ACCOUNTING POLICIES

     The following is a summary of significant  accounting  policies followed by
the Fund in the preparation of its financial statements.
     Securities  Valuations-  Securities  which are traded on any exchange or on
the NASDAQ  over-the-counter  market are valued at the last  quoted  sale price.
Lacking a last sale  price,  a security  is valued at its last bid price  except
when, in the Adviser's  opinion the last bid price does not  accurately  reflect
the  current   value  of  the   security.   All  other   securities   for  which
over-the-counter  market  quotations  are readily  available are valued at their
last bid price.  When  market  quotations  are not readily  available,  when the
Adviser  determines the last bid price does not  accurately  reflect the current
value or when restricted 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 of the Board of Trustees of the Trust.

     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. 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,
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.

Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund intends to distribute its net long term capital gains and its net short
term capital gains at least once a year.

Other- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective securities.

<PAGE>



                        AIT VISION U.S. EQUITY PORTFOLIO

                          Notes to Financial Statements

                                 April 30, 1997

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains Advanced  Investment  Technology,  Inc. (the "Adviser") to
manage the Fund's investments.  Dean S. Barr is a controlling shareholder of the
Adviser. Douglas W. Case, CFA, Director of Equity Portfolio Management,  Dean S.
Barr,  Chairman and Chief  Investment  Officer,  and Susan L. Reigel,  Portfolio
Management,  are  primarily  responsible  for the day to day  management  of the
Fund's portfolio. Prior to October 29, 1996, the Fund was managed by LBS Capital
Management, Inc.
     Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the expenses of the Fund except brokerage, taxes, interest, fees and
expenses of  non-interested  person trustees,  and  extraordinary  expenses.  As
compensation  for its  management  services  and  agreement  to pay  the  Fund's
expenses,  the Fund is  obligated  to pay the Adviser a fee computed and accrued
daily and paid  monthly  at an  annual  rate of 0.70% of the  average  daily net
assets of the Fund. It should be noted that most investment  companies pay their
own  operating  expenses  directly,  while the  Fund's  expenses,  except  those
specified above,  are paid by the Adviser.  For the period from November 1, 1996
through April 30, 1997, the Adviser has received a fee of $5,013 from the Fund.

 NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1997 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1997 was
$3,728,676.

     Transactions in capital stock were as follows:
<TABLE>
<CAPTION>

<S>                    <C>                  <C>                  <C>                   <C>  
                                                                  For the period from     For the period
                                                                    November 6, 1995     from November 6,
                                                                    (Commencement of    1995 (Commencement
                                                                  Operations) through     of Operations)
                        For the six month    For the six month      October 31, 1997      through October
                       period ended April    period ended April                              31, 1997
                            30, 1997              30, 1997
                             Shares               Dollars                Shares               Dollars
     Shares sold             268,461             $3,152,207              51,315              $536,013
  Shares issued in
   reinvestment of
      dividends               7,210                81,686                  0                     0
   Shares redeemed           (1,648)              (18,269)              (4,122)              (47,961)
                             -------              --------              -------              --------
                             274,023             $3,215,624              47,193              $488,052

</TABLE>

NOTE 5.  INVESTMENTS

     For the period from November 1, 1996 through April 30, 1997,  purchases and
sales of investment securities,  other than short-term  investments,  aggregated
$5,354,480 and $2,256,474  respectively.  The gross unrealized  appreciation for
all securities  totaled $68,714 and the gross  unrealized  depreciation  for all
securities  totaled $153,022 for a net unrealized  appreciation of $84,308.  The
aggregate  cost of securities  for federal income tax purposes at April 30, 1997
was $3,650,529.
<PAGE>

                        AIT VISION U.S. EQUITY PORTFOLIO

                          Notes to Financial Statements

                                 April 30, 1997

NOTE 6. ESTIMATES

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

NOTE 7. RELATED PARTY TRANSACTIONS

The Adviser is not a registered  broker-dealer  of securities  and thus does not
receive  commissions  on  trades  made on behalf of the  Funds.  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 of April 30, 1997, LBS Capital
Management  Inc.,  and entities  which the Adviser could be deemed to control or
have discretion over owned in aggregate more than 25% of the Fund.

     During the year,  the Fund placed a portion of its  portfolio  transactions
through  Investment  Technology Group (ITG), for which brokerage  commissions of
$19 were paid. ITG has an investment interest in the Advisor.
<TABLE>
<CAPTION>
MAXIM Contrarian Fund
Schedule of Investments  April 30, 1997 (Unaudited)

<S>                                                         <C>                   <C>

Common Stock - 101.3%                                         Shares                       Value
Chemicals - 0.9%
Balchem Corp.                                                  1,400                $      13,213
                                                                                      -----------------

Computer Services & Software - 5.2%
3Com*                                                           500                        14,500
Cabletron Systems Inc.                                         1,200                       41,400
Cisco Systems Inc.                                              400                        20,700
                                                                                      -----------------
                                                                                           76,600
                                                                                      -----------------
Computers & Peripherals - 5.9%
Gateway 2000 Inc.                                              1,000                       54,875
Glenayre Technology Inc.                                       2000                        19,750
Scan Optics Inc.                                               2000                        11,250
                                                                                      -----------------
                                                                                           85,875
                                                                                      -----------------
Electrical Equipment - 2.2%
York Research Corp.                                            4250                        31,875
                                                                                      -----------------

Financial Services - 1.1%
National Auto Credit Inc.                                      2000                        15,750
                                                                                      -----------------

Health - 1.6%
Phymatrix Corp.                                                2000                        23,000
                                                                                      -----------------

Industrial Machinery & Equipment - 4.4%
Astrotech International Corp.                                  2000                        10,875
Hirsch International Corp. Class A                             2000                        36,500
Misonix Inc.                                                   2000                        17,250
                                                                                      -----------------
                                                                                           64,625
                                                                                      -----------------
Industrial Services - 4.3%
Hanson Trust PLC                                                     63                          1,516
Kaydon Corp.                                                      1,400                         61,950
                                                                                      -----------------
                                                                                                63,466
                                                                                      -----------------
Insurance - 5.2%
Sun America Inc.                                                  1,000                         46,000
Symons International Inc.                                         2,000                         29,500
                                                                                      -----------------
                                                                                                75,500
                                                                                      -----------------
Management & Consulting Services - 1.0%
Employee Soloutions Inc.                                          3,000                         15,047
                                                                                      -----------------

Medical Services - 6.9%
Dionex Corp.                                                        500                         24,438
Medical Resources Inc.                                            6,000                         76,500
                                                                                      -----------------
                                                                                               100,938
                                                                                      -----------------
Non-Precious Metals Mining - Exploration 2.4%
Adrian Resources Ltd. (Panama) (a)                               10,000                         15,000
Consolidated Magna Ventures Ltd. (Canada) (a)                    45,500                         20,181
                                                                                      -----------------
                                                                                                35,181
                                                                                      -----------------
Non-Precious Metals Mining - Producing - 5.1%
Manhattan Minerals Corp.                                         12,500                         74,670

<PAGE>

                                                                                      -----------------

MAXIM Contrarian Fund - continued
Common Stocks - continued

Pharmaceuticals - 2.0%
AMGEN Inc.                                                          500             $           29,438
                                                                                      -----------------

Precious Metals Mining - Exploration - 27.3%
Brandon Gold Corp.                                               38,800                         71,306
Crystallex International Corp.                                   50,000                        137,357
Nevsun Resources (Ghana, Mali) (a)                               55,400                        172,404
Oliver Gold Corp. (Mali, Zimbabwe) (a)                           18,600                         19,294
                                                                                      -----------------
                                                                                               400,361
                                                                                      -----------------
Precious Metals  Mining - Producing - 6.5%
Banro Resource Corp. (Zaire) (a)                                 16,000                         53,798
Bema Gold Corp. (Chile) (a)                                       6,000                         40,875
                                                                                      -----------------
                                                                                                94,673
                                                                                      -----------------
Office Equipment/Supplies - 6.8%
Office Max Inc.                                                   8,000                         99,000
                                                                                      -----------------

Oil & Oilfield Services - 2.5%
Arakis Energy Corp.                                              10,000                         37,500
                                                                                      -----------------

Real Estate  - 2.4%
Grubb & Ellis Co.                                                 3,000                         35,250
                                                                                      -----------------

Retail - 6.4%
Fila Holdings                                                       500                         21,624
Paul Harris Stores                                                1,000                         12,875
Pier One Imports Inc.                                             3,000                         59,250
                                                                                      -----------------
                                                                                                93,749
                                                                                      -----------------
Textiles - 1.2%
Culp Inc.                                                         1,000                         17,750
                                                                                      -----------------



TOTAL COMMON STOCKS (Cost $1,807,209)                                                        1,483,461
                                                                                      -----------------

Money Market Securities - 4.1%
Star Treasury (Cost $60,362)                                     60,362                         60,362
                                                                                      -----------------

OPTIONS - 0.4%
Short Options - (0.0%)
Gateway 2000 Inc.  (June 1997)                                       10                           (812)
                                                                                      -----------------

Long Options - 0.4%
S&P Index 100 (December 1997)                                        30                          6,000
                                                                                      -----------------
TOTAL OPTIONS (Cost $5,959)                                                                      5,188
                                                                                      -----------------
TOTAL INVESTMENTS  - 105.8%  (Cost $1,873,530)                                               1,549,011
Other Assets less liabilities (5.8%)                                                           (85,613)
                                                                                      -----------------
TOTAL NET ASSETS - 100%                                                                      1,463,398
                                                                                      =================
<FN>

Legend
(a) non-income producing
(b) private placement



</FN>
</TABLE>
<PAGE>

MAXIM Contrarian Fund
Covered Call Options Written
April 30, 1997 (Unaudited)                                Shares
                                                         Subject
Common Stocks/Expiration Date/ Exercise Price            to Call      Value
Gateway 2000 Inc./June 1997/70                          100            (813)


                                                                   ------------
  Total (Cost $6,511)                                                  (813)
                                                                   ============



<PAGE>

<TABLE>
<CAPTION>
MAXIM Contrarian Fund                                                                                     April 30,1997
Statement of Assets & Liabilities (Unaudited)

<S>                                                                             <C>               <C>
Assets
Investment in securities, at value (cost $1,873,530)                                                $         1,549,011
Dividends receivable                                                                                                120
Interest receivable                                                                                                  86
                                                                                                      ------------------
     Total assets                                                                                             1,549,217

Liabilities
Redemptions payable                                                              $           81,707
Dividends payable                                                                                 0
Accrued advisory fee                                                                          3,252
Accrued trustees' fees                                                                          534
Accrued distribution fees                                                                       325
                                                                                   -----------------
     Total liabilities                                                                                           85,819
                                                                                                      ------------------

Net Assets                                                                                                    1,463,398
                                                                                                      ==================

Net Assets consist of:
Paid in capital                                                                                     $         1,917,178
Accumulated undistributed net investment income                                                                 (22,627)
Accumulated undistributed net realized gain (loss)                                                             (106,634)
Net unrealized appreciation (depreciation) on investments                                                      (324,519)
                                                                                                      ------------------

Net Assets, for 195,831 shares                                                                                1,463,398
                                                                                                      ==================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($642,052/195,831)                                   $                 7.47
                                                                                                      ==================


</TABLE>

<PAGE>

<TABLE>
<CAPTION>
MAXIM Contrarian Fund
Statement of Operations for the six month period ended April 30, 1997 (Unaudited)

<S>                                                                  <C>                   <C>

Investment Income
Dividend Income                                                                             $             1,977
Interest Income                                                                                             86
                                                                                              ------------------
Total Income                                                                                              2,063


Expenses
Management fee                                                          $            21,817
12-B1 fees                                                                            2,182
Trustees' fees                                                                          691
                                                                          ------------------
Total Expenses                                                                                           24,690
                                                                                              ------------------

Net Investment Income (Loss)                                                                            (22,627)
                                                                                              ------------------
Realized & Unrealized Gain (Loss)

Net realized gain (loss) on investment securities                                   (11,511)
Net realized gain (loss) on options transactions                                    (71,850)
Change in net unrealized appreciation (depreciation) on
  investment securities                                                            (277,135)           (360,496)
                                                                          ------------------  ------------------
Net gain (loss)
Net increase (decrease) in net assets resulting                                             $          (383,122)
                                                                                              ==================
  from operations



</TABLE>
<PAGE>
<TABLE>
<CAPTION>
MAXIM Contrarian Fund
Statement of Changes (Unaudited)                                                                        May 1, 1996

                                                                               For the six months          (commencement of

                                                                                 ended April 30,       operations) to October 31,
Increase/(Decrease) in Net Assets                                              1997                        1996
<S>                                                                            <C>                    <C>   
Operations
  Net investment income (loss)                                           $       (22,627)                     (5,245)
  Net realized gain (loss) on securities transactions                            (11,511)                     (3,375)
  Net realized gain (loss) on options transactions                               (71,850)                    (19,899)
  Change in net unrealized appreciation (depreciation)                          (277,135)                    (47,384)
                                                                           --------------              --------------
  Net Increase (decrease) in net assets resulting from operations               (383,122)                    (75,903)
                                                                           --------------              --------------
Distributions to shareholders:
  From net investment income                                                           0                           0
                                                                           --------------              --------------
Share Transactions
  Net proceeds from sale of shares                                               673,678                   1,583,605
  Shares issued in reinvestment                                                        0                           0
  Shares redeemed                                                               (334,860)                          0
                                                                           --------------              --------------
Net increase (decrease) in net assets resulting
  from share transactions                                                        338,818                   1,583,605
                                                                           --------------              --------------
  Total increase (decrease) in net assets                                        (44,304)                  1,507,702

Net Assets
  Begining of period                                                           1,507,702                           0
                                                                           --------------              --------------
  End of period including net investment income (loss) of
   of $(5,245) and $(22,627)                                             $     1,463,398                   1,507,702
                                                                           ==============              ==============




</TABLE>

<PAGE>
<TABLE>
<CAPTION>
MAXIM Contrarian Fund
Financial Highlights (Unaudited)                                                  May 2, 1996
                                               For the six months         (commencement of
Selected Per Share Data                          ended April 30,             operations) to October 31,
                                                     1997                       1996
<S>                                             <C>                      <C>

Net asset value,                                            $9.21                   $10.00
                                                 --------------              -----------
  begining of period
Income from investment
  Operations                                                (0.12)                   (0.05)
  Net investment income
  Net realized and                                          (1.62)                   (0.74)
                                                 --------------              -----------
  unrealized gain (loss)                                    (1.74)                   (0.79)
                                                 --------------              -----------
Total from investment operations
Less Distributions                                           0.00                     0.00
                                                 --------------              -----------
  From net interest income
Net asset value,
  end of period                                             $7.47                    $9.21

Total Return (a)                                           (38.09)%                 (27.01)%

Ratios and Supplemental Data
Net assets, end of period (000)                         $1,463                   $1,508
Ratio of expenses to
  average net assets (a)                                     2.83%                    2.89%
Ratio of net investment income to
  average net assets (a)                                    -2.59%                   -1.16%
Portfolio turnover rate (a)                                151%                      92%
Average commission rate                                      0.0339                   0.0497

(a)    Annualized


</TABLE>
<PAGE>
                              MAXIM CONTRARIAN FUND


                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


1.  ORGANIZATION

The  MAXIM  Contrarian  Fund.  (the  "Fund")  was  organized  as a series of the
AmeriPrime Funds, an Ohio business trust (the "Trust"), on December 26, 1995 and
commenced  operations  on May  2,  1996.  The  Trust  is  registered  under  the
Investment  Company Act of 1940,  as  amended,  as a  non-diversified,  open-end
management investment company. The Trust Agreement permits the trustees to issue
an unlimited number of shares of beneficial  interest of separate series without
par value.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant  accounting  policies  followed by the
Fund in the preparation of its financial statements.

Securities  Valuation-  Securities  which are traded on any  exchange  or on the
NASDAQ over-the-counter market are valued at the last quoted sale price. Lacking
a last sale price,  a security is valued at its last bid price except  when,  in
the  Adviser's  opinion,  the last bid price  does not  accurately  reflect  the
current value of the security.  All other securities for which  over-the-counter
market quotations are readily available are valued at their last bid price. When
market  quotations are not readily  available,  when the Adviser  determines the
last bid price does not accurately  reflect the current value or when restricted
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 of the Board of Trustees of the Trust.

     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 values 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. 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,
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.

                              MAXIM CONTRARIAN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains. However, for the taxable year ended October 31, 1996 the
Fund did not qualify to be taxed as a "regulated investment company" for federal
income tax  purposes.  The Fund  intends to qualify as a  "regulated  investment
company" in subsequent years. This  non-qualification had no effect on net asset
value or tax owed by the Fund.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund intends to distribute its net long term capital gains and its net short
term capital gains at least once a year.

Other- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.  Discounts  and premiums on securities  purchased are amortized  over the
life of the respective securities.


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains  Newport  Investment  Advisors,  Inc.  (the  "Adviser") to
manage the Fund's  investments.  Kenneth M. Holeski,  president and  controlling
shareholder  of  the  Adviser,  is  primarily  responsible  for  the  day to day
management of the Fund's portfolio.
     Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the  expenses  of the Fund  except  12b-1  fees,  brokerage,  taxes,
interest,  fees and expenses of non-interested person trustees and extraordinary
expenses.  As compensation for its management  services and agreement to pay the
Fund's  expenses,  the Fund is  obligated  to pay the Adviser a fee computed and
accrued  daily and paid monthly at an annual rate of 2.50% of the average  daily
net assets of the Fund.  It should be noted that most  investment  companies pay
their own operating expenses directly,  while the Fund's expenses,  except those
specified above,  are paid by the Adviser.  For the period from November 1, 1996
through April 30, 1997, the Adviser has received a fee of $21,817 from the Fund.

                              MAXIM CONTRARIAN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997

NOTE 4.  CAPITAL SHARE TRANSACTIONS

     As of April 30, 1997 there was an  unlimited  number of no par value shares
of capital stock  authorized for the Fund. Paid in capital at April 30, 1997 was
$1,917,178.
<TABLE>
<CAPTION>

     Transactions in capital stock were as follows:
<S>                   <C>                    <C>                 <C>                    <C>

                                                                  For the period from     For the period
                                                                      May 2, 1996        from May 2, 1996
                                                                    (Commencement of     (Commencement of
                                                                  Operations) through       Operations)
                        For the six month    For the six month      October 31, 1996      through October
                       period ended April    period ended April                              31, 1996
                            30, 1997              30, 1997
                             Shares               Dollars                Shares               Dollars
     Shares sold             72,602               $673,678              271,421             $1,583,605
  Shares issued in
   reinvestment of
      dividends                 0                    0                     0                     0
   Shares redeemed          (40,484)             (334,860)                (0)                   (0)
                            --------             ---------                ---                   ---
                             32,118               $338,818              271,421             $1,583,605
</TABLE>


NOTE 5. INVESTMENTS

For the period from November 1, 1997 through April
30, 1997,  purchases and sales of investment  securities,  other than short-term
investments,  aggregated  $1,621,314  and  $1,247,601,  respectively.  The gross
unrealized  appreciation  for all  securities  totaled  $83,415  and  the  gross
unrealized depreciation for all securities totaled $407,934 for a net unrealized
depreciation  of $324,519.  The aggregate  cost of securities for federal income
tax purposes at April 30, 1996 was $1,873,530. As of April 30, 1997 the Fund has
invested 36.5% of its net assets in foreign securities.

NOTE 6. ESTIMATES

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.


<PAGE>




                              MAXIM CONTRARIAN FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997

NOTE 8. RELATED PARTY TRANSACTIONS

The Adviser is not a registered  broker-dealer  of securities  and thus does not
receive  commissions  on  trades  made on behalf of the  Funds.  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 of April 30,  1997,  Cheryl
Holeski (wife of the President and controlling shareholder of Newport Investment
Advisor) owns more than 25% of the fund.


     During the year,  the Fund placed a portion of its  portfolio  transactions
through WRP Investments,  Inc. (WRP), for which brokerage  commissions of $1,226
were paid. An officer of the Advisor is a registered  representative  and branch
manager of WRP.



<PAGE>
Dear Fellow Shareholders:

Weathering the Storm

Fear  historically  drives the stock market and today's investors have two basic
fears:  they're afraid of being in the market,  for fear they will end up giving
back their recent gains and they're afraid of being out of the market,  for fear
the great bull market will leave them behind.  Legendary  investor Warren Buffet
simply adds fuel to the fire with comments to the effect that  investors run the
risk of overpaying for "virtually all stocks at these levels". Yet for those who
believe that "actions  speak louder than words",  it pays to examine these types
of  comments  further.  As it  turns  out,  Mr.  Buffet,  like  most  successful
investors,  remains fully invested and has in fact been aggressively  buying the
shares of what he  considers  to be  undervalued,  blue-chip  companies  such as
McDonalds.

Still,  the prudent  investor  asks the question - What if I want to continue to
participate  in this  historic  bull  market yet reduce my  exposure to a market
downturn?  In other  words,  how can I best  position my  portfolio to weather a
storm?  History  tells us that value  investing is the most  intelligent  way to
accomplish  this  goal.  Your IMS  Capital  Value  Fund  strives  to  maintain a
defensive  position  against  market  corrections  while still  remaining  fully
invested in U.S.  stocks.  Value  investing  is the process of  researching  and
investing in companies when they are  undervalued  relative to their  underlying
fundamentals. As value investors, we look to invest in companies at historically
low  valuations,  recognizing  that  investors  often  over-react  to short-term
negative events.  Since we are usually buying undervalued  assets,  these stocks
typically don't have as far to fall in a bear market.  Yet  historically,  value
investors have not had to sacrifice performance for lower risk. In fact, some of
the most acclaimed and prolific  investors of our time (Buffet,  Graham,  Price,
Soros, Templeton, etc.) have adhered to a value-based investment philosophy. The
superior  upside  potential of this  all-weather  style makes it an  appropriate
strategy for any market environment.

We are constantly  searching out quality  companies  trading at historically low
valuations  in terms of their  fundamentals:  price-to-book,  price-to-earnings,
price-to-sales and price-to-cash  flow. We also insist on owning good businesses
with at  least  some  of the  following  characteristics:  immunity  to  product
obsolescence,   short  consumer  repurchase  cycles,  high  barriers  to  entry,
significant  global  sales and  recession-resistance.  But we are careful not to
overpay.  Great companies are not always great investments.  If the fundamentals
appear  historically  undervalued,  we insist that the same be true of the share
price.  We look for companies  that have already had their  corrections  and are
trading at a significant  discount (at least 30%) to their historical  highs. In
other words,  we buy good companies on weakness.  Dividend-paying  companies are
preferred because a healthy dividend  provides  additional income and stability.
Owning  a  diversified   collection  of  blue  chip  stocks  with  some  of  the
characteristics mentioned above keeps the fund in a lower risk position relative
to the market.

Company Focus

Nothing drives a point home like a good example.  Waste  Management,  one of the
fund's  largest  holdings,  represents  a  compelling  value  with  many  of the
characteristics  we look for in a company.  In the 1980's Waste Management,  the
world's largest trash hauler, was one of this country's great growth and success
stories.  The  company  grew and  prospered  by  focusing  on hauling  trash and
becoming  the  biggest and the best in doing so. The stock went from $2 to $46 a
share in the ten years  stretching  from 1980 to 1990. Then in the late 80's and
early 90's they lost their focus. Rather than concentrating on the core business
of hauling trash,  the company looked to branch out into other areas.  They even
changed their name to WMX Technologies.  The environmental service, chemical and
radioactive  waste  industries  that they entered  proved to be more complex and
less  profitable  than plain ol' trash hauling.  Wall Street was unimpressed and
the stock went nowhere fast, falling from $46 in 1990 to as low as $23 in 1994.

Few  companies  posses  as many of the  characteristics  we  look  for as  Waste
Management:  Immunity to product  obsolescence  and a long product cycle - it is
unlikely in the near future that people and businesses  will find another way to
dispose of their waste.  Short  consumer  repurchase  cycle - consumers will pay
Waste  Management  to come and take away their trash every single week,  year in
and year out. High barriers to entry - with fairly high fixed costs the disposal
of waste is becoming  increasingly  dominated by the biggest  companies with the
most capital. Significant global sales - Waste Management is the world's largest
with close to 25% of their  revenue  coming  from  outside  the  United  States.
Consumer  growth/Recession-resistant  - people need their  trash  hauled in good
economic times and in bad.

Being a great business is just part of the equation. We are looking to buy great
businesses for bargain  basement  prices.  Due to the mistakes  described above,
Waste  Management's  shares are selling at a discount to both the market and its
historical valuation levels in virtually every category. At today's price of $32
a share, nearly 35% off its all-time high, the stock is cheap relative to sales,
cash flow, book value,  and earnings  potential.  Wall Street has about given up
hope on the company, but we haven't.  They are re-focusing on what they are good
at - hauling waste. The company is in the process of selling off all assets that
do not help them  achieve  this goal.  Management  is also  committed to cutting
costs and  increasing  margins.  These  actions  will  generate an  estimated $3
billion in cash flow which will be used to grow their core  business or returned
to us as shareholders in the form of increased dividends, reduced debt, or share
repurchases.  The company  knows it has a unique  global  franchise and they are
once again taking the right steps to maximize  this  advantage.  And guess what?
The company changed its name back to Waste Management at their annual meeting on
May 9th.

Too Much of a Good Thing

Waste Management is one of just 30 companies  (diversified across 21 industries)
in your fund.  You  probably  wouldn't go out and buy 150 to 300  companies  for
yourself,  so why invest in the  typical  mutual  fund that does?  In fact,  Don
Phillips,  president of Morningstar Inc.,  recently told the Wall Street Journal
that ".... the vast majority of funds are grossly  overdiversified.  They end up
looking  pretty much like the  market."  Many funds have become just too big for
their own good.  Your fund is  different.  The strength of our process is in our
research and we do not believe in diluting our best ideas.

Thank you for joining us as shareholders as we continue working towards our goal
of making the IMS Capital Value Fund one of the most  respected  and  successful
value funds in the industry.



Carl W. Marker                                       Douglas E. Johanson, CFA
Portfolio Manager                                    Research Analyst


<PAGE>



                                Fund vs. S&P 500
                                 April 30, 1997

     display the fund's  valuation  measures of price/sales,  price/book  value,
price cash flow, and  price/earnings  vs. the same for the S&P 500 -- same as we
did the last annual report.
<PAGE>



Below is a brief description of each of the holdings in your mutual fund.

American Power Conversion
world's leading maker of surge protection & uninterruptible power supply systems
for  computers  Bausch  & Lomb  leading  maker  of  contact  lenses,  solutions,
sunglasses,  hearing aids,  etc.  Chiquita Brands global leader in the marketing
and distribution of bananas and other fruits Cooper Tire  manufactures  auto and
truck tires under several  names - produces  various  rubber  products Dow Jones
publisher  of the Wall Street  Journal,  Barron's and several  local  newspapers
Fleming  largest  U.S.  wholesale  food  distributor  (delivers  food to grocery
stores) Fruit of the Loom largest U.S. producer of cotton T-shirts and underwear
for men, women and children General  Instrument leading provider of equipment to
the cable and satellite  television  industries  General Motors world's  largest
auto  manufacturer  - owns Hughes  Electronics,  GMAC,  etc. H & R Block world's
largest  tax  preparation  firm  -  owns  80% of  Compuserve  (on-line  service)
Hewlett-Packard   leading   worldwide   producer  of  printers,   fax  machines,
calculators,  PC's , etc.  Ivax largest  generic drug maker Kmart  international
retailer with nearly 2,400 retail outlets  Louisiana-Pacific  building materials
company - strongest  balance sheet in the industry  Marvel comic books,  trading
cards, stickers, toys, software, character licensing Motorola world's number one
manufacturer of cellular phones, pagers and two-way radios Nike global leader in
the design and  marketing  of high  quality  footwear  and apparel  Office Depot
largest office supply  superstore  chain in North America Pacific Gas & Electric
largest publicly-owned gas and electric utility in the United States RJR Nabisco
second  largest  food and  tobacco  company  in the world - owns 80% of  Nabisco
Foods.  Rubbermaid leading maker of household plastic and rubber products - owns
Little Tykes and Graco Sensormatic leading manufacturer of security surveillance
systems, tags and sensor labels Shaw Industries largest U.S. carpet manufacturer
Singer  world's  largest  manufacturer  of sewing  machines - focus on  emerging
markets  Sunbeam  makes and markets brand name  consumer  products  (housewares,
personal  care,  etc.) Toys "R" Us  worldwide  retailer of  children's  products
United Healthcare one of the nation's largest Health  Maintenance  Organizations
(HMO's) U.S. West Media Group  provides cable and wireless  communications,  and
directory  and  information  services  Wal-Mart the largest and most  profitable
discount  retailer in the world Waste  Management  world's  largest  solid waste
collection and disposal company cwinword/anrpt497

<PAGE>

<TABLE>
<CAPTION>
IMS Capital Value Fund
Schedule of Investments  April 30, 1997 (Unaudited)

<S>                                                           <C>                      <C>                                  
Common Stock - 96.0%                                           Shares                      Value
Apparel - 6.3%
Fruit of the Loom (Class A)(a)                                     12,595                      453,420
                                                                                      -----------------
Automotive - 1.4%
General Motors Corp.                                                1,700                       98,388
                                                                                      -----------------

Communications - 3.9%
U.S. West Media Group (a)                                          16,500                      284,625
                                                                                      -----------------

Computers & Periphals - 5.4%
American Power Conversion (a)                                       9,500                      182,875
Hewlett Packard Co.                                                 4,000                      210,000
                                                                                      -----------------
                                                                                               392,875
                                                                                      -----------------

Electronics - 8.9%
General Instrument (a)                                             10,000                      233,750
Motorola Inc.                                                       3,670                      210,108
Sensormatic Electronics Corp.                                      13,500                      202,500
                                                                                      -----------------
                                                                                               646,358
                                                                                      -----------------

Environmental - 7.7%
Waste Management Inc.                                              19,000                      558,125
                                                                                      -----------------

Financial Services - 2.7%
H & R Block                                                         6,100                      196,725
                                                                                      -----------------

Food - 4.2%
Chiquita Brands International Inc.                                 21,000                      301,875
                                                                                      -----------------

Food & Tobacco - 2.5%
RJR Nabisco Holdings Corp.                                          6,000                      178,500
                                                                                      -----------------

Food Distribution - 3.6%
Fleming Companies                                                  16,055                      260,894
                                                                                      -----------------

Forest Products - 2.5%
Lousiana Pacific Corp.                                              9,800                      182,525
                                                                                      -----------------

Healthcare - 2.0%
United Healthcare                                                   3,000                      145,875
                                                                                      -----------------

Healthcare Products - 6.7%
Bausch & Lomb                                                       8,250                      333,094
IVAX Corp.                                                         19,300                      145,956
                                                                                      -----------------

                                                                                               478,969
                                                                                      -----------------
Home Furnishings - 2.0%
Shaw Industries, Inc.                                              12,200                      147,925
                                                                                      -----------------

Household Products - 11.5%
Sunbeam  Corp.                                                     10,000                      317,500
Rubbermaid Inc.                                                    21,350                      512,400

<PAGE>

                                                                                      -----------------
IMS Capital Value Fund
                                                                                      -----------------
Common Stocks - continued
                                                                                      -----------------
                                                                                               829,900
                                                                                      -----------------
Manufacturing - 4.2%
Singer Co.                                                         16,300                      301,550
                                                                                      -----------------

Publishing - 5.1%
Dow Jones & Company                                                 6,000                      243,000
Marvel Entertainment (a)                                            60,000                      127,500
                                                                                      -----------------
                                                                                               370,500
                                                                                      -----------------
Retail - 10.4%
Kmart Corp. (a)                                                    12,000                      163,500
Office Depot Inc. (a)                                               15,000                      210,000
Toys R Us (a)                                                        7,000                      199,500
Walmart Stores                                                      6,220                      175,714
                                                                                      -----------------
                                                                                               748,714
                                                                                      -----------------
Shoe - 1.50%
Nike (Class B)                                                      2,000                      112,500
                                                                                      -----------------

Tire & Rubber - 1.7%
Cooper Tire & Rubber Corp.                                          5,650                      124,300
                                                                                      -----------------

Utilities - 1.7%
Pacific Gas & Electric Corp.                                        5,000                      120,000
                                                                                      -----------------

TOTAL COMMON STOCKS (Cost $6,685,530)                                                       $6,934,624
                                                                                      -----------------

Money Market Securities - 1.6%                                  Principal Amount
Star Treasury 4.160%, 12/31/97                                   $114,851                     $114,851
                                                                                      -----------------
Total Bonds & Notes (Cost $114,851)

Options - (0.4%)
Written Options
General Motors Corp. (September 1997)                                                           (4,000)
Kmart Corp. (January 1998)                                                                     (24,375)
                                                                                      -----------------
TOTAL OPTIONS (Cost ($24,928))                                                                ($28,375)
                                                                                      -----------------
TOTOL INVESTMENTS - 97.2%
     Cost $6,775,453                                                                        $7,021,100
                                                                                      -----------------
     Other Assets less liabilities - 2.8%                                                      206,014
                                                                                      -----------------
TOTAL NET ASSETS - 100%                                                                     $7,227,114
                                                                                      =================
<FN>

(a) non-income producing
</FN>
</TABLE>

IMS Capital Value Fund
Covered Call Options Written
April 30, 1997 (Unaudited)                                Shares
                                                          Subject
Common Stocks/Expiration Date/ Exercise Price             to Call      Value
General Motors Corp./Sept. 1997/60                          160          (4,000)
Kmart Corp./Jan. 1997/15.00                                 400          (4,625)
Kmart Corp./Jan. 1997/12.50                                 800         (19,750)
                                                                   ------------
  Total (Cost $24,928)                                                 (28,375)
                                                                   ============



<PAGE>

<TABLE>
<CAPTION>
IMS Capital Value Fund                                                                                    April 30,1997
Statement of Assets & Liabilities (Unaudited)
April 30, 1997

<S>                                                                             <C>                   <C>
Assets
Investment in securities, at value (cost $6,775,453)                                                $         7,021,100
Subscriptions receivable                                                                                        212,853
Dividends receivable                                                                                              1,440
Interest receivable                                                                                                 672
                                                                                                      ------------------
     Total assets                                                                                             7,236,065

Liabilities
Accrued management fee payable                                                                8,952
                                                                                   -----------------
     Total liabilities                                                                                            8,952
                                                                                                      ------------------

Net Assets                                                                                                    7,227,114
                                                                                                      ==================

Net Assets consist of:
Paid in capital                                                                                     $         6,762,371
Accumulated undistributed net investment income (loss)                                                          (16,953)
Accumulated undisrtibuted net realized gain (loss)                                                              236,049
Net unrealized appreciation (depreciation) on investments                                                       245,647
                                                                                                      ------------------

Net Assets, for 636,031 shares                                                                                7,227,114
                                                                                                      ==================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($7,227,114/636,031)                                 $                11.36
                                                                                                      ==================




<PAGE>

</TABLE>
<TABLE>
<CAPTION>
IMS Capital Value Fund
Statement of Operations for the six month period ended April 30, 1997 (Unaudited)


<S>                                                                     <C>                <C>
Investment Income
Dividend Income                                                                             $            38,284
Interest Income                                                                                           4,586
                                                                                              ------------------
Total Income                                                                                             42,870


Expenses
Investment advisory fee                                                 $            32,850
Administration fee                                                                   15,035
Transfer agent fee                                                                    4,462
Fund accounting fee                                                                   4,800
Custodian fee                                                                         3,598
Audit fees                                                                            4,175
Legal fees                                                                            3,022
Registration fees                                                                     3,166
Miscellaneous                                                                           379
                                                                          ------------------
Total operating expenses before reimbursement                                        71,487
Reimbursed expenses                                                                 (11,664)
                                                                          ------------------
Total operating expenses                                                                                 59,823
                                                                                              ------------------
Net Investment Income (Loss)

Net Investment Income (Loss)                                                                            (16,953)
                                                                                              ------------------
Realized & Unrealized Gain (Loss)

Net realized gain (loss) on investment securities                                   249,456

Change in net unrealized appreciation (depreciation) on
  investment securities                                                               1,241             250,697
                                                                          ------------------  ------------------
Net gain (loss)
Net increase (decrease) in net assets resulting                                             $           233,744
                                                                                              ==================
  from operations

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
IMS Capital Value Fund                                                                                  August 5, 1996
Statement of Changes (Unaudited)                                               For the six months      (commencement of
                                                                                 ended April 30,       operations) to October 31,
                                                                               1997                        1996
<S>                                                                     <C>                           <C>
Increase/(Decrease) in Net Assets
Operations
  Net investment income (loss)                                           $       (16,953)                     (1,691)
  Net realized gain (loss)                                                       249,456                     (13,407)
  Change in net unrealized appreciation (depreciation)                             1,241                     244,406
                                                                           --------------              --------------
  Net Increase (decrease) in net assets resulting from operations                233,744                     229,308
                                                                           --------------              --------------
Distributions to shareholders:
  From net investment income                                                           0                           0
                                                                           --------------              --------------
Share Transactions
  Net proceeds from sale of shares                                             2,371,190                   4,524,858
  Shares issued in reinvestment                                                        0                           0
  Shares redeemed                                                               (118,486)                    (13,500)
                                                                           --------------              --------------
Net increase (decrease) in net assets resulting
  from share transactions                                                      2,252,704                   4,511,358
                                                                           --------------              --------------
  Total increase (decrease) in net assets                                      2,486,448                   4,740,666

Net Assets
  Begining of period                                                           4,740,666                           0
                                                                           --------------              --------------
  End of period including undistributed net 
  investment income (loss)
  $(16,953) and $(1,691)
                                                                          $     7,227,114                   4,740,666
                                                                           ==============              ==============
</TABLE>
<TABLE>
<CAPTION>
                                                                                  August 5, 1996
Financial Highlights (Unaudited)                     For the six months          (commencement of
                                                       ended April 30,       operations) to October 31,
Selected Per Share Data                              1997                        1996
<S>                                              <C>                         <C>

Net asset value,
  begining of period                                       $10.76                      $10.00
                                                 --------------              --------------
Income from investment
  Operations
  Net investment income                                    -(0.03)                      (0.01)
  Net realized and
  unrealized gain (loss)                                     0.61                        0.77
                                                 --------------              --------------
Total from investment operations                             0.58                        0.76
                                                 ==============              ==============
Less Distributions
  From net interest income                                   0.00                        0.00
                                                 --------------              --------------
Net asset value,
  end of period                                            $11.36                      $10.76
                                                 ==============              ==============

Total Return (a)                                             5.58%                       7.60%

Ratios and Supplemental Data
Net assets, end of period (000)                         $7,227                      $4,741
Ratio of expenses to
  average net assets (a)                                     2.06%                       1.84%
Ratio of expenses to average net
  assets before reimbursement (a)                           -0.58%                       3.92%
Ratio of net investment income to
  average net assets (a)                                    -0.99%                     -(0.25)%
Ratio of net investment income to average
  net assets before reimbursement (a)                        2.46%                     -(2.32)%
Portfolio turnover rate (a)                                 42.68%                       0.0356
Average commission rate                                      0.0535                      0.0416

(a)   Annualized


</TABLE>

<PAGE>

                             IMS CAPITAL VALUE FUND


                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997



1.  ORGANIZATION

The IMS  Capital  Value Fund.  (the  "Fund")  was  organized  as a series of the
AmeriPrime  Funds,  an Ohio business trust (the  "Trust"),  on July 30, 1996 and
commenced  operations  on August 1,  1996.  The  Trust is  registered  under the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management investment company. The Trust Agreement permits the trustees to issue
an unlimited number of shares of beneficial  interest of separate series without
par value.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant  accounting  policies  followed by the
Fund in the preparation of its financial statements.

Securities  Valuation-  Securities  which are traded on any  exchange  or on the
NASDAQ over-the-counter market are valued at the last quoted sale price. Lacking
a last sale price,  a security is valued at its last bid price except  when,  in
the  Adviser's  opinion,  the last bid price  does not  accurately  reflect  the
current value of the security.  All other securities for which  over-the-counter
market quotations are readily available are valued at their last bid price. When
market  quotations are not readily  available,  when the Adviser  determines the
last bid price does not accurately  reflect the current value or when restricted
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 of the Board of Trustees of the Trust.

     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 values 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  instiutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing  service,  or when restriced or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Adviser,
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.
                             IMS CAPITAL VALUE FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund intends to distribute its net long term capital gains and its net short
term capital gains at least once a year.

Other- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.Discounts and premiums on securities purchased are amortized over the life
of the respective securities.


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains IMS Capital Management, Inc. (the "Adviser") to manage the
Fund's  investments.  Carl W. Marker,  Chairman and President of the Adviser, is
primarily responsible for the day to day management of the Fund's portfolio.
     Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees.  As
compensation  for its  management  services  the  Fund is  obligated  to pay the
Adviser a fee computed  and accrued  daily and paid monthly at an annual rate of
1.59% of the average daily net assets of the Fund.  For the period from November
1 through  April 30,  1997,  the Adviser has  received a fee of $32,850 from the
Fund. The Adviser is voluntarily reimbursing certain Fund expenses.  There is no
assurance that such reimbursement will continue in the future.







                             IMS CAPITAL VALUE FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


NOTE 4.  CAPITAL SHARE TRANSACTIONS

     As of April 30, 1997 there was an  unlimited  number of no par value shares
of capital stock  authorized for the Fund. Paid in capital at April 30, 1997 was
$6,762,371.

<TABLE>
<CAPTION>
     Transactions in capital stock were as follows:

<S>                  <C>                     <C>                 <C>                    <C>

                                                                  For the period from     For the period
                                                                     August 1, 1996       from August 1,
                                                                    (Commencement of    1996 (Commencement
                                                                  Operations) through     of Operations)
                        For the six month    For the six month      October 31, 1996      through October
                       period ended April    period ended April                              31, 1996
                            30, 1997              30, 1997
                             Shares               Dollars                Shares               Dollars
     Shares sold             205,965             $2,371,190             441,933             $4,524,858
  Shares issued in
   reinvestment of
      dividends                 0                    0                     0                     0
   Shares redeemed          (10,591)             (118,486)              (1,276)              (13,500)
                            --------             ---------              -------              --------
                             195,374             2,252,704              440,657             $4,511,358
</TABLE>


NOTE 5. INVESTMENTS

For the period from November 1, 1996 through April 30, 1997, purchases and sales
of  investment  securities,   other  than  short-term  investments,   aggregated
$3,425,599 and $1,243,457,  respectively.  The gross unrealized appreciation for
all securities  totaled $580,757 and the gross  unrealized  depreciation for all
securities totaled $335,110 for a net unrealized  appreciation of $245,647.  The
aggregate  cost of securities  for federal income tax purposes at April 30, 1997
was $6,685,530.



<PAGE>




                                          IMS CAPITAL VALUE FUND

                                       NOTES TO FINANCIAL STATEMENTS

                                              April 30, 1997

NOTE 6. ESTIMATES

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.
<PAGE>

Dear Fellow Shareholders:


April 30, 1997 concluded  Fountainhead Special Value Fund's first four months of
operations.  Over this time Fountainhead returned -1.42% compared to a return of
- -4.93%  in the  Russell  2000  Index  and a rise of 1.07% in the S&P 400  Midcap
Index.  During  the six  weeks  between  April 30 and June 15,  1997 the  fund's
performance shifted  dramatically.  As of June 15, the fund was up 12.5% for the
year.  The  improvement  was due to a strong  performance  in many of the  funds
stocks, the general increase in stock-market levels, and a narrowing of relative
performance  between  small/mid-cap  stocks and  large-cap  stocks.  Comparative
results since inceptions are graphically displayed below.

insert chart

The Fund's  performance during the four-month period was driven primarily by our
financial holdings (American National Bancorp,  First Palm Bancorp, And St. Paul
Bancorp)  and  special-situation  issues  (McDermott  International  and General
Nutrition).  In addition,  three of our healthcare  stocks (Horizon  Healthcare,
Healthsource, and TheraTx) entered into merger agreements with larger healthcare
organizations   during  the  period  at  significant   premiums   (Horizon  24%,
Healthsource 29%, and TheraTx 30%). On the negative side,  returns were impacted
by holdings in credit card companies, technology and telecommunications.

Although  the Dow Jones  Industrial  Average and the S&P 500 continue to set new
all-time  high  records,  we  continue to see much  potential  in the small- and
mid-cap areas.  These stocks have lagged their larger-cap  brethren for the last
several  years,  and signs are now appearing in the financial  markets that this
gap may be narrowing.  Valuations on many small- and mid-cap  companies are very
attractive,  and this group is often targeted by larger companies as acquisition
targets.  As many large-cap  companies have seen their stock prices  escalate to
lofty levels,  they can more easily  accumulate  smaller  companies which have a
unique  market  niche or  which  strategically  compliment  the  aquirer.  (This
activity  was  evidenced  in the first four month of this year in several of our
healthcare issues, mentioned above).

We  look   forward  to  working   with  you  as  we  continue  to  grow.   While
quarter-to-quarter  and annual  results will vary,  we believe that our Business
Valuation Approach will continue to uncover value opportunities often overlooked
by other  investors.  Successful  investing in today's busy world takes time and
patience. We have the experience necessary to make it work for our shareholders.

Sincerely,



Roger E. King
President


<PAGE>


<PAGE>
<TABLE>
<CAPTION>
Fountainhead Special Value Fund
Schedule of Investments  April 30, 1997 (Unaudited)


<S>                                                          <C>                   <C>                       
Common Stock - 99.9%                                          Shares                     Value
Apparel 1.4%
Quiksilver, Inc. (a)                                                400             $    8,700
                                                                                      ------------

Banks and Bank Holding Companies - 21.0%
American National Bancorp Inc.                                      500                 10,063
Bank Plus Inc. (a)                                                1,000                  9,875
First Palm Beach Bancorp                                            900                 24,750
Long Island Bancorp                                                 800                 27,200
Riggs National Corp.                                                500                  9,250
St. Paul Bancorp                                                  1,000                 27,375
TR Financial Corp. (a)                                              700                 25,987
                                                                                      ------------
                                                                                        134,500
                                                                                      ------------
Building & Construction - 4.4%
Owens Corning Corp.                                                 700                    28,350
                                                                                      ------------


Communications - 7.2%
360 Communications (a)                                             1100                  19113
AirTouch Communications (a)                                         350                  8,925
Cellular Communications International Inc. (a)                      300                  7,500
Centennial Cellular Corp. Class A (a)                               500                 10,518
                                                                                      ------------
                                                                                        46,056
                                                                                      ------------
Computer Services & Software - 6.1%
AMDAHL Corp. (a)                                                    500                  4,281
Policy Management Systems Corp. (a)                                 800                 34,800
                                                                                      ------------
                                                                                        39,081
                                                                                      ------------
Drugs - 5.6%
Watson Phamaceuticals (a)                                          1000                 35,750
                                                                                      ------------

Financial Services - 21.1%
Advanta Corp. Class B                                               800                    17,800
American Business Financial Services                              1,000                    18,750
Credit Management Solutions, Inc. (a)                               800                     7,200
DVI Inc. (a)                                                        700                     8,137
Eaton Vance Corp.                                                   600                    26,550
National Auto Credit (a)                                            700                     5,513
Ocwen Financial Corp. (a)                                         1,000                    31,500
Ugly Duckling Corp. (a)                                           1,400                    19,775
                                                                                      ------------
                                                                                          135,225
                                                                                      ------------
Healthcare & Healthcare Services - 10.2%
Healthsource Inc. (a)                                               900                    18,900
Mariner Health (a)                                                1,000                     8,750
MaxiCare Health Plans Inc. (a)                                    1,000                    23,250
Mid-Atlantic Medical Services Inc. (a)                              500                     5,938
Sun Healthcare Group (a)                                            600                     8,475
                                                                                      ------------
                                                                                           65,313
                                                                                      ------------
Diversified Industrial - 1.5%
McDermott International, Inc.                                       500                     9,250
                                                                                      ------------
<PAGE>


Fountainhead Special Value Fund - continued
Common Stocks - continued
                                                              Shares                     Value
Media & Leisure - 11.6%
Comcast United Kingdom Cable/ADR  (a)                             2,100             $      23,887
Media General Class A                                               300                     8,850
US WEST Media Group, Inc.                                         1,200                    20,700
Young Broadcasting Inc. (a)                                         800                    21,201
                                                                                      ------------
                                                                                           74,638
                                                                                      ------------
Oil & Gas Services-  1.5%
Mitcham Industries (a)                                            1,500                     9,938
                                                                                      ------------

Retail - 1.6%
General Nutrition Company (a)                                       500                    10,750
                                                                                      ------------

Thrifts, Savings & Loans - 6.7%
Coast Savings (a)                                                   500                    20,125
Imperial Thrift & Loan Association (a)                            1,600                    23,000
                                                                                      ------------
                                                                                           43,125
                                                                                      ------------

TOTAL COMMON STOCKS (Cost $682,416)                                                       640,676
                                                                                      ------------

Money Market Securities - 0.1%
Star Treasury, 4.92%, 12/31/97 (Cost $536)                                                    536
                                                                                      ------------

TOTAL INVESTMENTS (Cost $682,951)                                                         641,212
Other Assets less liabilities                                                                (160)
                                                                                      ------------
Total Net Assets                                                                    $     641,052
                                                                                      ============
<FN>

Legend
(a) non-income producing
</FN>
</TABLE>
<PAGE>









<TABLE>
<CAPTION>
Fountainhead Special Value Fund                                                                           April 30,1997
Statement of Assets & Liabilities (Unaudited)

<S>                                                                             <C>                <C>  
Assets
Investment in securities, at value (cost $682,951)                                                  $           641,212
Dividends receivable                                                                                                286
Interest receivable                                                                                                  44
                                                                                                      ------------------
     Total assets                                                                                               641,542

Liabilities
Accrued investment advisory fee payable                                                         343
Other payables and accrued expenses                                              $              146
                                                                                   -----------------
     Total liabilities                                                                                              490
                                                                                                      ------------------

Net Assets                                                                                             $        641,052
                                                                                                      ==================

Net Assets consist of:
Paid in capital                                                                                     $           678,353
Accumulated undistributed net investment income                                                                       6
Accumulated undisrtibuted net realized gain (loss)                                                                4,433
Net unrealized appreciation (depreciation) on investments                                                       (41,740)
                                                                                                      ------------------

Net Assets, for 65,022 shares                                                                          $        641,052
                                                                                                      ==================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($641,530/65,022)                                    $              9.86
                                                                                                      ==================

</TABLE>
<PAGE>
<PAGE>

<TABLE>
<CAPTION>
Fountainhead Special Value Fund
Statement of Operations for the period December 31, 1996 (Commencement of Operations)
  to April 30, 1997
<S>                                                                   <C>                 <C>   

Investment Income
Dividend Income                                                                             $               664
Interest Income                                                                                             588
                                                                                              ------------------
Total Income                                                                                              1,251


Expenses
Investment advisory fee                                                 $               767
Trustees' fees                                                                          478
                                                                          ------------------
Total Operating Expenses                                                           1,245
                                                                                              ------------------
Net Investment Income (Loss)                                                                                  6
                                                                                              ------------------
Realized & Unrealized Gain (Loss)

Net realized gain (loss) on investment securities                                     4,433

Change in net unrealized appreciation (depreciation) on
  investment securities                                                             (41,740)            (37,307)
                                                                          ------------------  ------------------
Net gain (loss)
Net increase (decrease) in net assets resulting                                             $           (37,301)
                                                                                              ==================
  from operations


</TABLE>
<PAGE>


<TABLE>
<CAPTION>
Fountainhead Special Value Fund
Statement  of  Changes  for  the  period  December  31,  1996  (Commencement  of
  Operations) to April 30, 1997 (Unaudited)

<S>                                                                        <C>   
Increase/(Decrease) in Net Assets
Operations
  Net investment income (loss)                                              $          6
  Net realized gain (loss)                                                         4,433
  Change in net unrealized appreciation (depreciation)                           (41,740)
                                                                           --------------
  Net Increase (decrease) in net assets resulting from operations                (37,301)
                                                                           --------------
Distributions to shareholders:
  From net investment income                                                           0
                                                                           --------------
Share Transactions
  Net proceeds from sale of shares                                               685,660
  Shares issued in reinvestment                                                        0
  Shares redeemed                                                                 (7,307)
                                                                           --------------
Net increase (decrease) in net assets resulting
  from share transactions                                                        678,353
                                                                           --------------
  Total increase (decrease) in net assets                                        641,052

Net Assets
  Begining of period                                                        $          -
                                                                           --------------
  End of period, including undistributed net investment income of $6        $    641,052
                                                                           ==============
</TABLE>
<PAGE>
Fountainhead Special Value Fund
Financial   Highlights  for  the  period  December  31,  1996  (Commencement  of
  Operations) to April 30, 1997 (Unaudited)
Selected Per Share Data

Net asset value,
  begining of period                                 $10.00
                                                 -----------
Income from investment
  Operations
  Net investment income                                0.01
  Net realized and
  unrealized gain (loss)                              (0.14)
                                                 -----------
Total from investment operations                      (0.13)
                                                 -----------
Less Distributions
  From net interest income                             0.00
                                                 -----------
Net asset value,
  end of period                                       $9.86
                                                 ===========

Total Return (a)                                         (3.98)%

Ratios and Supplemental Data
Net assets, end of period (000)                        $641
Ratio of expenses to
  average net assets (b)                                0.83%
Ratio of net investment income to
  average net assets (b)                                0.00%
Portfolio turnover rate                               429.00%
Average commissions paid                                0.02

(a)   Annualized
(b) During the period  December 31, 1996 to March 31, 1996 the advisor agreed to
    limit the funds expenses to .75% of net assets,  without this limitation the
    funds  expense  ratio and  interest  income  ratio would have been 1.00% and
    (.01)%
<PAGE>
                         FOUNTAINHEAD SPECIAL VALUE FUND


                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997



1.  ORGANIZATION

The  Fountainhead  Special Value Fund. (the "Fund") was organized as a series of
the AmeriPrime Funds, an Ohio business trust (the "Trust"),  on October 20, 1995
and commenced operations on December 31, 1996. The Trust is registered under the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management investment company. The Trust Agreement permits the trustees to issue
an unlimited number of shares of beneficial  interest of separate series without
par value.

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant  accounting  policies  followed by the
Fund in the preparation of its financial statements.

Securities  Valuation-  Securities  which are traded on any  exchange  or on the
NASDAQ over-the-counter market are valued at the last quoted sale price. Lacking
a last sale price,  a security is valued at its last bid price except  when,  in
the  Adviser's  opinion,  the last bid price  does not  accurately  reflect  the
current value of the security.  All other securities for which  over-the-counter
market quotations are readily available are valued at their last bid price. When
market  quotations are not readily  available,  when the Adviser  determines the
last bid price does not accurately  reflect the current value or when restricted
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 of the Board of Trustees of the Trust.

     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 values 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  instiutional-size  trading units of debt securities
without regard to sale or bid prices. When prices are not readily available from
a pricing  service,  or when restriced or illiquid  securities are being valued,
securities  are valued at fair value as determined in good faith by the Adviser,
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.

<PAGE>



                         FOUNTAINHEAD SPECIAL VALUE FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


Federal  Income  Taxes- The Fund  intends to qualify  each year as a  "regulated
investment  company" under the Internal Revenue Code of 1986, as amended.  By so
qualifying,  the Fund will not be subject to federal  income taxes to the extent
that it  distributes  substantially  all of its net  investment  income  and any
realized capital gains.

Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment  income as dividends to its  shareholders on an annual basis.
The Fund intends to distribute its net long term capital gains and its net short
term capital gains at least once a year.

Other- The Fund follows industry  practice and records security  transactions on
the trade date. The specific identification method is used for determining gains
or losses for financial  statements and income tax purposes.  Dividend income is
recorded on the  ex-dividend  date and interest income is recorded on an accrual
basis.Discounts and premiums on securities purchased are amortized over the life
of the respective securities.


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains Jenswold, King & Associates Inc. (the "Adviser") to manage
the Fund's  investments.  Roger King,  President  of the  Adviser,  is primarily
responsible for the day to day management of the Fund's portfolio.
     Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board of Trustees.  As
compensation  for its  management  services  the  Fund is  obligated  to pay the
Adviser a fee computed  and accrued  daily and paid monthly at an annual rate of
1.43% of the average daily net assets of the Fund.  For the period from December
31, 1996 through April 30, 1997, the Adviser has received a fee of $767 from the
Fund.





<PAGE>



                         FOUNTAINHEAD SPECIAL VALUE FUND

                          NOTES TO FINANCIAL STATEMENTS

                                 April 30, 1997


NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1997 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1997 was
$678,353.

     Transactions in capital stock were as follows:


                               For the period from
                       December 30, 1996 (Commencement of
                       Operations) through April 30, 1997

                                   Shares                         Amount
                                 ---------                       ----------

Shares sold                        65,722                        $685,660

Shares issued in reinvestment
  of  dividends                         0                                0

Shares redeemed                      (700)                           (7,307)
                               -----------                      --------------
Net increase                        65,022                        $678,353
                                    ======                        ========


NOTE 5. INVESTMENTS

For the period from December 31, 1996 (commencement of operations) through April
30, 1997,  purchases and sales of investment  securities,  other than short-term
investments,   aggregated  $747,450  and  $166,064,   respectively.   The  gross
unrealized  appreciation  for all  securities  totaled  $22,511  and  the  gross
unrealized  depreciation for all securities totaled $64,251 for a net unrealized
depreciation of $41,740. The aggregate cost of securities for federal income tax
purposes at April 30, 1997 was $682,951.

NOTE 6. ESTIMATES

Preparation  of financial  statements  in  accordance  with  generally  accepted
accounting principles requires management to make estimates and assumptions that
affect the reported  amounts of assets and liabilities and the reported  amounts
of revenues and expenses  during the  reporting  period.  Actual  results  could
differ from those estimates.

NOTE 7. RELATED PARTY TRANSACTIONS

     The Adviser is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Funds.  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 of April 30, 1997,  Roger E.
King (President of the Advisor) owns more than 25% of the fund.
<PAGE>

<TABLE> <S> <C>

<ARTICLE>                               6
<CIK>                                   0001000579
<NAME>                                  AMERIPRIME FUNDS
<SERIES>  
    <NAME>                              AIT VISION U. S. EQUITY PORTFOLIO
   <NUMBER>                                                3
<MULTIPLIER>                                               1
<CURRENCY>                              U.S. DOLLARS
       
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       OCT-31-1997
<PERIOD-START>                          DEC-31-1996
<PERIOD-END>                            APR-30-1997
<EXCHANGE-RATE>                                            1
<INVESTMENTS-AT-COST>                              3,650,529
<INVESTMENTS-AT-VALUE>                             3,719,243
<RECEIVABLES>                                         78,391
<ASSETS-OTHER>                                             0
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                     3,797,243
<PAYABLE-FOR-SECURITIES>                                   0
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                             78,755
<TOTAL-LIABILITIES>                                   78,755
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                           3,725,810
<SHARES-COMMON-STOCK>                                323,716
<SHARES-COMMON-PRIOR>                                 49,643
<ACCUMULATED-NII-CURRENT>                              4,259
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                              (79,904)
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                              68,714
<NET-ASSETS>                                       3,718,879
<DIVIDEND-INCOME>                                      9,114
<INTEREST-INCOME>                                        159
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                         5,013
<NET-INVESTMENT-INCOME>                                4,259
<REALIZED-GAINS-CURRENT>                             (81,056)
<APPREC-INCREASE-CURRENT>                            (41,740)
<NET-CHANGE-FROM-OPS>                                 34,579
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                            (81,686)
<DISTRIBUTIONS-OF-GAINS>                                   0
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                              268,461
<NUMBER-OF-SHARES-REDEEMED>                            1,648
<SHARES-REINVESTED>                                        0
<NET-CHANGE-IN-ASSETS>                              3,091,720
<ACCUMULATED-NII-PRIOR>                                (2,866)
<ACCUMULATED-GAINS-PRIOR>                             (82,838)
<OVERDISTRIB-NII-PRIOR>                                    0
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                  5,013
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                        5,889
<AVERAGE-NET-ASSETS>                               1,472,591
<PER-SHARE-NAV-BEGIN>                                     12.62
<PER-SHARE-NII>                                            0.03
<PER-SHARE-GAIN-APPREC>                                   (0.44)
<PER-SHARE-DIVIDEND>                                       0
<PER-SHARE-DISTRIBUTIONS>                                 1.60
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                       11.49
<EXPENSE-RATIO>                                            0.69
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                               6
<CIK>                                   0001000579
<NAME>                                  AMERIPRIME FUNDS
<SERIES>
   <NAME>                                CARL DOMINO EQUITY INCOME FUND
   <NUMBER>                                                1
<MULTIPLIER>                                               1
<CURRENCY>                              U.S. DOLLARS
       
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       OCT-31-1997
<PERIOD-START>                          NOV-01-1996
<PERIOD-END>                            APR-30-1997
<EXCHANGE-RATE>                                            1
<INVESTMENTS-AT-COST>                              1,924,499
<INVESTMENTS-AT-VALUE>                             2,128,729
<RECEIVABLES>                                         12,329
<ASSETS-OTHER>                                             0
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                     2,141,058
<PAYABLE-FOR-SECURITIES>                                   0
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                              2,984
<TOTAL-LIABILITIES>                                    2,984
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                           1,852,855
<SHARES-COMMON-STOCK>                                160,667
<SHARES-COMMON-PRIOR>                                 93,296
<ACCUMULATED-NII-CURRENT>                              8,944
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                               72,045
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                             204,230
<NET-ASSETS>                                       2,138,074
<DIVIDEND-INCOME>                                     22,689
<INTEREST-INCOME>                                         89
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                        11,708
<NET-INVESTMENT-INCOME>                               11,069
<REALIZED-GAINS-CURRENT>                              72,045
<APPREC-INCREASE-CURRENT>                             77,489
<NET-CHANGE-FROM-OPS>                                160,603
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                             22,578
<DISTRIBUTIONS-OF-GAINS>                                   0
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                               86,608
<NUMBER-OF-SHARES-REDEEMED>                          (20,901)
<SHARES-REINVESTED>                                    1,664
<NET-CHANGE-IN-ASSETS>                             1,015,428
<ACCUMULATED-NII-PRIOR>                               11,996
<ACCUMULATED-GAINS-PRIOR>                              8,445 
<OVERDISTRIB-NII-PRIOR>                                    0
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                 11,708
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                       11,708
<AVERAGE-NET-ASSETS>                               1,759,556
<PER-SHARE-NAV-BEGIN>                                    12.03
<PER-SHARE-NII>                                            .08
<PER-SHARE-GAIN-APPREC>                                   1.41
<PER-SHARE-DIVIDEND>                                       .22
<PER-SHARE-DISTRIBUTIONS>                                  0
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                       13.31
<EXPENSE-RATIO>                                            1.60
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                               6
<CIK>                                   0001000579
<NAME>                                  AMERIPRIME FUNDS
<SERIES> 
   <NAME>                               GLOBALT GROWTH FUND
   <NUMBER>                                                2
<MULTIPLIER>                                               1
<CURRENCY>                              U.S. DOLLARS
       
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       OCT-31-1997
<PERIOD-START>                          NOV-01-1996
<PERIOD-END>                            APR-30-1997
<EXCHANGE-RATE>                                            1
<INVESTMENTS-AT-COST>                              4,347,205
<INVESTMENTS-AT-VALUE>                             4,948,352
<RECEIVABLES>                                          4,031
<ASSETS-OTHER>                                             0
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                     4,952,383
<PAYABLE-FOR-SECURITIES>                             142,360
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                              4,832
<TOTAL-LIABILITIES>                                    4,832
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                           4,153,053
<SHARES-COMMON-STOCK>                                359,454
<SHARES-COMMON-PRIOR>                                275,916
<ACCUMULATED-NII-CURRENT>                               (478)
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                               51,469
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                             601,147
<NET-ASSETS>                                       4,805,191
<DIVIDEND-INCOME>                                     22,669
<INTEREST-INCOME>                                        711
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                        24,857
<NET-INVESTMENT-INCOME>                                 (478)
<REALIZED-GAINS-CURRENT>                              52,086
<APPREC-INCREASE-CURRENT>                            292,966
<NET-CHANGE-FROM-OPS>                                344,574
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                             54,537
<DISTRIBUTIONS-OF-GAINS>                                   0
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                               83,484
<NUMBER-OF-SHARES-REDEEMED>                           (4,162)
<SHARES-REINVESTED>                                        0
<NET-CHANGE-IN-ASSETS>                             1,362,115
<ACCUMULATED-NII-PRIOR>                                2,033
<ACCUMULATED-GAINS-PRIOR>                             51,568 
<OVERDISTRIB-NII-PRIOR>                                    0
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                 24,857
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                       24,690
<AVERAGE-NET-ASSETS>                               4,291,797
<PER-SHARE-NAV-BEGIN>                                    12.48
<PER-SHARE-NII>                                           0.00
<PER-SHARE-GAIN-APPREC>                                   1.06
<PER-SHARE-DIVIDEND>                                      0.17
<PER-SHARE-DISTRIBUTIONS>                                  0
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                       13.37
<EXPENSE-RATIO>                                            1.17
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                               6
<CIK>                                   0001000579
<NAME>                                  AMERIPRIME FUNDS
<SERIES>
    <NAME>                              FOUNTAINHEAD SPECIAL VALUE FUND
   <NUMBER>                                                6
<MULTIPLIER>                                               1
<CURRENCY>                              U.S. DOLLARS
       
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       OCT-31-1997
<PERIOD-START>                          DEC-31-1996
<PERIOD-END>                            APR-30-1997
<EXCHANGE-RATE>                                            1
<INVESTMENTS-AT-COST>                                682,951
<INVESTMENTS-AT-VALUE>                               641,212
<RECEIVABLES>                                            330
<ASSETS-OTHER>                                             0
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                       641,542
<PAYABLE-FOR-SECURITIES>                                   0
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                                490
<TOTAL-LIABILITIES>                                      490
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                             678,353
<SHARES-COMMON-STOCK>                                 65,022
<SHARES-COMMON-PRIOR>                                      0
<ACCUMULATED-NII-CURRENT>                                  6
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                                4,433
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                             (41,740)
<NET-ASSETS>                                         641,052
<DIVIDEND-INCOME>                                        664
<INTEREST-INCOME>                                        588
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                         1,245
<NET-INVESTMENT-INCOME>                                    6
<REALIZED-GAINS-CURRENT>                               4,433
<APPREC-INCREASE-CURRENT>                            (41,740)
<NET-CHANGE-FROM-OPS>                                (37,301)
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                                  0
<DISTRIBUTIONS-OF-GAINS>                                   0
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                               65,722
<NUMBER-OF-SHARES-REDEEMED>                              700
<SHARES-REINVESTED>                                        0
<NET-CHANGE-IN-ASSETS>                               641,052
<ACCUMULATED-NII-PRIOR>                                    0
<ACCUMULATED-GAINS-PRIOR>                                  0
<OVERDISTRIB-NII-PRIOR>                                    0
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                    767
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                        1,245
<AVERAGE-NET-ASSETS>                                 453,577
<PER-SHARE-NAV-BEGIN>                                    10.00
<PER-SHARE-NII>                                            0.00
<PER-SHARE-GAIN-APPREC>                                   (0.14)
<PER-SHARE-DIVIDEND>                                       0
<PER-SHARE-DISTRIBUTIONS>                                  0
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                       9.86
<EXPENSE-RATIO>                                            0.83
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                               6
<CIK>                                   0001000579
<NAME>                                  AMERIPRIME FUNDS
<SERIES>                              
    <NAME>                              MAXIM CONTRARIAN FUND
   <NUMBER>                                                4
<MULTIPLIER>                                               1
<CURRENCY>                              U.S. DOLLARS
       
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       OCT-31-1997
<PERIOD-START>                          NOV-01-1996
<PERIOD-END>                            APR-30-1997
<EXCHANGE-RATE>                                            1
<INVESTMENTS-AT-COST>                              1,873,530
<INVESTMENTS-AT-VALUE>                             1,549,011
<RECEIVABLES>                                            206
<ASSETS-OTHER>                                             0
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                     1,549,217
<PAYABLE-FOR-SECURITIES>                                   0
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                             85,819
<TOTAL-LIABILITIES>                                   85,819
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                           1,917,178
<SHARES-COMMON-STOCK>                                195,831
<SHARES-COMMON-PRIOR>                                163,713
<ACCUMULATED-NII-CURRENT>                            (22,627)
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                             (106,634)
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                            (324,519)
<NET-ASSETS>                                       1,436,398
<DIVIDEND-INCOME>                                      1,977
<INTEREST-INCOME>                                         86
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                        24,690
<NET-INVESTMENT-INCOME>                              (22,627)
<REALIZED-GAINS-CURRENT>                             (83,361)
<APPREC-INCREASE-CURRENT>                           (277,135)
<NET-CHANGE-FROM-OPS>                               (383,122)
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                                  0
<DISTRIBUTIONS-OF-GAINS>                                   0
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                               72,602
<NUMBER-OF-SHARES-REDEEMED>                          (40,484)
<SHARES-REINVESTED>                                        0
<NET-CHANGE-IN-ASSETS>                               (44,304)
<ACCUMULATED-NII-PRIOR>                               (5,245)
<ACCUMULATED-GAINS-PRIOR>                            (83,274) 
<OVERDISTRIB-NII-PRIOR>                                    0
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                 21,817
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                       24,690
<AVERAGE-NET-ASSETS>                               1,759,607
<PER-SHARE-NAV-BEGIN>                                    9.21
<PER-SHARE-NII>                                           (.012)
<PER-SHARE-GAIN-APPREC>                                   (1.62)
<PER-SHARE-DIVIDEND>                                       0
<PER-SHARE-DISTRIBUTIONS>                                  0
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                       7.47
<EXPENSE-RATIO>                                            2.83
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                       0
        

</TABLE>

<TABLE> <S> <C>

<ARTICLE>                               6
<CIK>                                   0001000579
<NAME>                                  AMERIPRIME FUNDS
<SERIES> 
   <NAME>                               IMS CAPITAL VALUE FUND
   <NUMBER>                                                5
<MULTIPLIER>                                               1
<CURRENCY>                              U.S. DOLLARS
       
<S>                                     <C>
<PERIOD-TYPE>                           6-MOS
<FISCAL-YEAR-END>                       OCT-31-1997
<PERIOD-START>                          NOV-01-1996
<PERIOD-END>                            APR-30-1997
<EXCHANGE-RATE>                                            1
<INVESTMENTS-AT-COST>                              6,775,453
<INVESTMENTS-AT-VALUE>                             7,021,100
<RECEIVABLES>                                          2,112
<ASSETS-OTHER>                                             0
<OTHER-ITEMS-ASSETS>                                       0
<TOTAL-ASSETS>                                     7,236,065
<PAYABLE-FOR-SECURITIES>                                   0
<SENIOR-LONG-TERM-DEBT>                                    0
<OTHER-ITEMS-LIABILITIES>                              8,952
<TOTAL-LIABILITIES>                                    8,952
<SENIOR-EQUITY>                                            0
<PAID-IN-CAPITAL-COMMON>                           6,762,371
<SHARES-COMMON-STOCK>                                636,031
<SHARES-COMMON-PRIOR>                                440,657
<ACCUMULATED-NII-CURRENT>                            (16,953)
<OVERDISTRIBUTION-NII>                                     0
<ACCUMULATED-NET-GAINS>                              236,049
<OVERDISTRIBUTION-GAINS>                                   0
<ACCUM-APPREC-OR-DEPREC>                             245,647
<NET-ASSETS>                                       7,227,114
<DIVIDEND-INCOME>                                     22,669
<INTEREST-INCOME>                                        711
<OTHER-INCOME>                                             0
<EXPENSES-NET>                                        59,823
<NET-INVESTMENT-INCOME>                              (16,953)
<REALIZED-GAINS-CURRENT>                             249,456
<APPREC-INCREASE-CURRENT>                              1,241
<NET-CHANGE-FROM-OPS>                                233,744
<EQUALIZATION>                                             0
<DISTRIBUTIONS-OF-INCOME>                                  0
<DISTRIBUTIONS-OF-GAINS>                                   0
<DISTRIBUTIONS-OTHER>                                      0
<NUMBER-OF-SHARES-SOLD>                              205,965
<NUMBER-OF-SHARES-REDEEMED>                          (10,591)
<SHARES-REINVESTED>                                        0
<NET-CHANGE-IN-ASSETS>                             2,486,448
<ACCUMULATED-NII-PRIOR>                               (1,691)
<ACCUMULATED-GAINS-PRIOR>                            (13,407) 
<OVERDISTRIB-NII-PRIOR>                                    0
<OVERDIST-NET-GAINS-PRIOR>                                 0
<GROSS-ADVISORY-FEES>                                 32,850
<INTEREST-EXPENSE>                                         0
<GROSS-EXPENSE>                                       59,823
<AVERAGE-NET-ASSETS>                               5,858,475
<PER-SHARE-NAV-BEGIN>                                    10.76
<PER-SHARE-NII>                                           (.03)
<PER-SHARE-GAIN-APPREC>                                   0.61
<PER-SHARE-DIVIDEND>                                      0.00
<PER-SHARE-DISTRIBUTIONS>                                  0
<RETURNS-OF-CAPITAL>                                       0
<PER-SHARE-NAV-END>                                       11.36
<EXPENSE-RATIO>                                            2.06
<AVG-DEBT-OUTSTANDING>                                     0
<AVG-DEBT-PER-SHARE>                                       0
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission