AMERIPRIME FUNDS
N-30D, 1998-06-29
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Dear Fellow Shareholders:

Investment Results - Semi Annual Fiscal Period Ended April 1998

The GLOBALT  Growth Fund (the  "Fund")  ended the first half of its third fiscal
year with a 20.16%  total return for the period.  The Fund has  returned  90.67%
(net of fees) since  inception  December 1, 1995,  surpassing an 88.73% gain for
the Russell 1000 Growth Index while  slightly  lagging a 92.38% gain for the S&P
500 Index during the same time period.
shapeType75fFlipH0fFlipV0fLockAspectRatio0pib[GRAPHIC OMITTED]


Investment results since inception have been as follows:
<TABLE>
<CAPTION>
<S>                                           <C>                   <C>                   <C>   

- ---------------------------------------------- --------------------- --------------------- ---------------------
Periods Ending 4/30/98                               GLOBALT               S&P 500             Russell 1000
Comparative Investment Returns (a) (b)             Growth Fund            Index (c)          Growth Index (c)
- ---------------------------------------------- --------------------- --------------------- ---------------------
- ---------------------------------------------- --------------------- --------------------- ---------------------
Last Quarter                                          15.29%                13.84%                13.35%
- ---------------------------------------------- --------------------- --------------------- ---------------------
- ---------------------------------------------- --------------------- --------------------- ---------------------
Last 6 Months                                         20.16%                22.50%                23.05%
- ---------------------------------------------- --------------------- --------------------- ---------------------
- ---------------------------------------------- --------------------- --------------------- ---------------------
Average Annual 1 Year Return                          40.74%                41.07%                42.13%
- ---------------------------------------------- --------------------- --------------------- ---------------------
- ---------------------------------------------- --------------------- --------------------- ---------------------
Average Annual Return Since Inception (d)             30.65%                31.09%                30.06%
- ---------------------------------------------- --------------------- --------------------- ---------------------
- ---------------------------------------------- --------------------- --------------------- ---------------------
Total Return Since Inception (d)                      90.67%                92.38%                88.73%
- ---------------------------------------------- --------------------- --------------------- ---------------------
<FN>


         (a)       Past performance is not predictive of future performance.
         (b)      The GLOBALT  Growth Fund's  historical  results are net of all
                  expenses,  versus  the gross  market  benchmarks  (the S&P 500
                  Index  and the  Russell  1000  Growth  Index).  Investors  are
                  reminded  that  when  trying  to  achieve  benchmark  returns,
                  investment  management fees,  transaction  costs and execution
                  costs will be incurred.
         (c)      The S&P 500 Index is an unmanaged index of 500 selected common
                  stocks,  most  of  which  are  listed  on the New  York  Stock
                  Exchange.  The Index is adjusted  for  dividends  and weighted
                  toward stocks with large market  capitalizations.  The Russell
                  1000  Growth  Index is an  unmanaged  index  of 1000  selected
                  "growth"  oriented common stocks,  most of which are listed on
                  the New  York  Stock  Exchange.  The  Index  is  adjusted  for
                  dividends  and  weighted   toward  stocks  with  large  market
                  capitalizations.
          (d)     From December 1, 1995.

</FN>
</TABLE>

The Fund  ended  April  1998 with  $11,116,820  in net  assets  and more than 70
shareholders. We welcome our new shareholders and look forward to furthering the
investment  objectives  of all our  shareholders.  We believe it is important to
note that all GLOBALT  401(k)  participants  have elected to be investors in the
Fund.


Investment Approach
To review,  our  approach  to  managing  the  GLOBALT  Growth Fund is to achieve
long-term  growth of capital by  investing  in U.S.  companies  which we believe
offer superior  growth  potential  through  exposure to rapidly  growing foreign
markets.  The Fund only invests in stocks of U.S. companies that are expected to
derive  at least  20% of their  revenues  outside  the  U.S.  Once we  construct
portfolios,  the  connection  you have to the  global  marketplace,  by being an
investor in the GLOBALT Growth Fund, is much greater:  the portfolio  derives at
least 50% of revenues from outside the U.S.


Fund Performance Relative to Benchmarks
The Fund underperformed versus the benchmarks for the six months ended April 30,
1998.  The Fund rebounded  strongly  during the last three months of the period,
steadily outpacing both indexes.

The Fund has beaten the Russell 1000 Growth Index since  inception  while at the
same time its +30.65%  return is less than half a percent lower than the S&P 500
Index return for the same period. We are pleased with these results for the last
six months, particularly given the strong performance of two sectors in which we
are not represented, Consumer Durables and Retail.


Commentary and Outlook
In our last  report  in  October  of 1997 we  wrote  to you  that  the  economic
framework for investing  continued to be very positive  although the  short-term
risks were heightened  because of the chaos in the Southeast Asia currencies and
economies.  The U.S. market has divined that the damage in Asia is very real but
that its effect on economic  sectors and  individual  companies  varies  widely.
Overall,  the impact has not been great enough to bloody a very  resilient  U.S.
economy. Long-term, we remain very positive on the U.S. equity and bond markets,
and we also believe that the current  turmoil in Asia  presents  U.S.  companies
with  significant  opportunities  to  strengthen  their  positions  and  add  to
profitability.

However,  after  many  quarters  of  outright  bullishness,  we  began to take a
slightly  more  defensive  posture 12 months ago - reducing  Asian  exposure and
taking earnings  uncertainty  out of portfolios.  With the market now 16% higher
than it was at the end of 1997, we are more cautious on a short-term basis.

What concerns us?

     The U.S.  is only now  seeing the  leading  edge of the Asian  fall-out:  a
growing trade deficit and lower  employment and sales in the industrial  sector.
Although  the market has looked  through the news to date,  we probably  haven't
seen the worst yet.
      Flattening  growth  in  corporate  profitability,  more  downward  company
earnings revisions.

      More difficulty  finding valid  re-investment  opportunities in the market
     with the Dow Jones Industrial Index at the 9200 level.

      Very high volatility in the market.

      And  finally,  representing  a change in  investor  sentiment,  investors'
     opinion has shifted conclusively to the bullish side. If the market "climbs
     a wall of worry," complacency could bring a short-term dose of reality that
     the market goes both ways.

For the  intermediate  term we fear the very real possibility that the Year 2000
computer code conversion could cause serious business interruptions in late 1999
and 2000. We continue to analyze this issue and will have further  comments next
time.

Having made a  disclaimer,  what  course are we  pursuing in the GLOBALT  Growth
Fund?

      Our conviction regarding the longer term potential for U.S. equities, plus
     respect for the unreliability of market forecasting,  is sufficient to keep
     us invested.

      As before,  we will retain a moderate amount of reserves - in part to give
     us the  flexibility  to be  opportunistic  in any  general  pullback  or to
     respond to individual stock volatility.

      We will be  disciplined  about  "reaching"  or paying up for even the best
companies after pronounced upward moves.

      Our  response  to  flattening  corporate  profits  will be to  concentrate
     portfolios in the companies in which we have the highest  conviction in the
     earnings outlook and/or relative valuation.

         This is a significant  shift.  The process began twelve months ago, and
         has  resulted in a reduction  in holdings  from 58-60 to 43-44.  Sector
         balance    is    essentially    unchanged,     maintaining    portfolio
         diversification.    Diversification   is   still   a   valid   concept.
         Over-diversification is counterproductive to investment returns.

Our biases  continue to favor  larger,  higher  quality  companies  with greater
exposure to the U.S.,  Latin American,  and European  economies over exposure to
Asia/Japan. While we now are giving a higher probability to a market decline, we
expect it to be limited to a relatively shallow and short-lived correction.

     The  recent   events  in  Asia  are   proving   again  the   strength   and
resourcefulness of U.S. companies.  Only partway through the corrective process,
the  evidence  supports our even higher  conviction  that the best way to access
international  growth  is  through  globally-competitive  U.S.  companies.  U.S.
companies are being tested,  and they are demonstrating  that they are up to the
task.
We thank you for your  continued  confidence in the GLOBALT  Growth Fund and, as
always, we welcome your questions or comments.

Sincerely,



Angela Z. Allen
President and Chief Executive Officer

AZA/gl

                                 Fund Investment

Shares of the Fund are sold on a continuous basis.

The  Fund's  NASDAQ  symbol  is GROWX  and can be used at any  broker  dealer or
financial  institution where the Fund is available for purchase unless otherwise
noted.

Through the Fund's  transfer agent,  American Data Services,  you may invest any
amount you choose as often as you wish,  subject to a minimum initial investment
of  $25,000  and  minimum  subsequent  investments  of  $5,000  ($2,000  for IRA
accounts).  Shares  may  also be  purchased  through  a broker  dealer  or other
financial  institution  authorized by the Fund's  distributor  (investors may be
charged a fee for this  service).  Purchases can be made by mail or by bank wire
(please see prospectus for more information).

The Fund is also  available  through  Charles  Schwab's  Mutual  Fund  OneSource
service at  1-800-435-4000  or on the  Internet at  www.schwab.com.  The minimum
investment  in the Fund  through  this  service  is  $2,500  ($1,000  through  a
qualified  retirement  plan).  The GLOBALT  Growth  Fund's mutual fund symbol at
Schwab is GROWX.  This  enables  the  GLOBALT  Growth  Fund to be included as an
investment option in 401(k) plans.

The  Fund is also  available  through  Fidelity's  FUNDSNetwork  with a  minimum
investment of $2,500 ($1,000 through a qualified  retirement plan). It is listed
as the AmeriPrime Funds - GLOBALT Growth Fund (symbol:  AVGGF).  Fidelity can be
reached at 1-800-544-9697.

<PAGE>

GLOBALT Growth Fund
Schedule of Investments - (Unaudited) - April 30, 1998


<TABLE>
<CAPTION>
<S>                                                       <C>                   <C>            
Common Stock - 99.0%                                       Shares                     Value
Business Equipment & Services - 4.3%
Interpublic Group                                              3,175                   $ 202,803
Omnicom Group                                                  5,800                     274,775
                                                                                  ---------------
                                                                                         477,578
                                                                                  ---------------
Capital Goods - 8.4%
General Electric Co.                                           5,700                     485,212
General Telephone                                              7,700                     449,969
                                                                                  ---------------
                                                                                  ---------------
                                                                                         935,181
                                                                                  ---------------
Chemicals - 2.0%
Monsanto Co.                                                   4,200                     222,075
                                                                                  ---------------

Consumer Non-Durables - 15.5%
Avon Products Inc.                                             2,700                     221,906
Campbell Soup Co.                                              4,500                     230,906
Coca Cola Company                                              3,050                     231,419
Coca Cola Enterprises                                          7,900                     298,225
Colgate-Palmolive Co.                                          2,800                     251,125
Gilette Co.                                                    1,000                     115,437
Procter & Gamble Co.                                           2,600                     213,687
Sara Lee Corp.                                                 2,600                     154,862
                                                                                  ---------------
                                                                                       1,717,567
                                                                                  ---------------
Consumer Services - 7.6%
Disney (Walt) Co.                                              2,700                     335,644
Mattel Inc.                                                    5,500                     210,719
Time Warner Inc.                                               3,750                     294,375
                                                                                  ---------------
                                                                                         840,738
                                                                                  ---------------
Energy Sector - 6.4%
Dresser Industries                                             4,400                     232,650
Halliburton Co.                                                5,400                     297,000
Texaco Inc.                                                    3,000                     184,500
                                                                                  ---------------
                                                                                  ---------------
                                                                                         714,150
                                                                                  ---------------
Financial Services - 17.7%
American Express                                               2,600                     265,200
American International Group                                   2,675                     351,930
Franklin Resources, Inc.                                       3,000                     160,500
Household Intl, Inc.                                           2,100                     276,019
Merrill Lynch & Co.                                            3,600                     315,900
Marsh & McLennan Co.                                           3,500                     318,937
Morgan Stanley Dean Witter Discovery                           3,540                     279,217
                                                                                  ---------------
                                                                                       1,967,703
                                                                                  ---------------
Health Care - 16.4%
Baxter International Inc.                                      5,400                     299,363
Becton Dickinson                                               3,600                     250,650
Bristol Myers Squibb                                           2,400                     254,100
Guidant Corp.                                                  3,500                     234,062
Johnson & Johnson                                              3,312                     236,394
Lilly Eli & Co.                                                5,200                     361,725
Pfizer Inc.                                                    1,600                     182,100
                                                                                  ---------------
                                                                                       1,818,394
                                                                                  ---------------

GLOBALT Growth Fund
Schedule of Investments -(Unaudited)- April 30, 1998 - continued

Common Stock - continued
Technology Sector - 16.5%                               Shares                    Value
Cicso Systems Inc. (a)                                         1,575                   $ 115,369
Compaq Computer Corp.                                          5,100                     143,119
Computer Assoc. Intl                                           4,700                     275,244
Computer Sciences (a)                                          5,600                     295,400
Emerson Electric                                               3,300                     209,963
Lucent Technologies                                            3,680                     280,140
Microsoft Corp. (a)                                            2,000                     180,250
Xerox Corp.                                                    3,000                     340,500
                                                                                  ---------------
                                                                                       1,839,985
                                                                                  ---------------
Transportation - 4.2%
AMR Corp.(a)                                                   1,700                     259,039
Federal Express Corp. (a)                                      3,100                     210,800
                                                                                  ---------------
                                                                                         469,839

Total Common Stock  - (Cost $8,512,294)                                               11,003,210
                                                                                  ---------------

Money Market Securities - 1.0%
Star Treasury - 4.96% 12/31/98 (Cost $117,682)                                           117,682
                                                                                  ---------------

TOTAL INVESTMENTS -  (Cost $8,629,976) - 100.0%                                       11,120,892
                                                                                  ===============
                                                                                  ---------------
Liabilities less other assets                                                             (2,228)
                                                                                  ---------------
Total Net Assets - 100.0%                                                           $ 11,118,664
                                                                                  ===============
<FN>

(a) non-income producing

</FN>
</TABLE>
<PAGE>
GLOBALT Growth Fund                                               April 30, 1998
Statement of Assets & Liabilities

<TABLE>
<CAPTION>
<S>                                                            <C>     
Assets
Investment in securities, at value (cost $8,629,976)                     $          11,120,892
Dividends receivable                                                                     7,132
Interest receivable                                                                      1,243
Reimbursement receivable from advisor                                                    1,844
                                                                           --------------------
     Total assets                                                                   11,131,111

Liabilities
Accrued management fee payable                                    10,759
Other payable and accrued expenses                                 1,688
                                                      -------------------
     Total liabilities                                                                  12,447
                                                                           --------------------

Net Assets                                                                        $ 11,118,664
                                                                           ====================

Net Assets consist of:
Paid in capital                                                                    $ 8,517,890
Accumulated undistributed net investment income                                        (43,913)
Accumulated undistributed net realized gain                                            153,771
Net unrealized appreciation on investments                                           2,490,916
                                                                           --------------------

Net Assets, for 649,444 shares                                                    $ 11,118,664
                                                                           ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($8,002,674/649,444)      $                  17.12
                                                                           ====================


</TABLE>
<PAGE>
GLOBALT Growth Fund
Statement of Operations for the six month period ended April 30, 1998


<TABLE>
<CAPTION>
<S>                                                                                                 <C>  
Dividend Income                                                                                       $             47,965
Interest Income                                                                                                     18,341
                                                                                                        -------------------
Total Income                                                                                                        66,306


Expenses
Management fee                                                                 $               56,010
Trustees' fees                                                                                  1,844
                                                                                 ---------------------
Total Expenses before reimbursement                                                            57,854
Reimbursed expenses                                                                            (1,844)
                                                                                 ---------------------
Total Expenses                                                                                                      56,010
                                                                                                        -------------------

Net Investment Income (Loss)                                                                                        10,296
                                                                                                        -------------------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities                                             196,438
Change in net unrealized appreciation (depreciation) on investment securities               1,658,112
                                                                                 ---------------------
Net gain (loss) on investment securities                                                                         1,854,550
                                                                                                        -------------------
Net increase (decrease) in net assets resulting                                                       $          1,864,846
                                                                                                        ===================
  from operations




</TABLE>
<PAGE>
GLOBALT Growth Fund
<TABLE>
<CAPTION>
Statement of Changes in Net Assets                              For the six
                                                                months ended                  For the year ended
                                                               April 30, 1998             October 31,1997
Increase in Net Assets
<S>                                                          <C>                        <C>    
Operations
  Net investment income                                      $         10,296                        3,398
  Net realized gain                                                   196,438                      659,135
  Change in net unrealized appreciation                             1,658,112                      524,623
                                                               ---------------           ------------------
  Net Increase in net assets resulting from operations              1,864,846                    1,187,156
                                                               ---------------           ------------------
Distributions to shareholders:
  From net investment income                                           (5,420)                      (2,033)
  From net realized gain                                             (753,352)                     (52,184)
                                                               ---------------           ------------------
  Total Distributions                                                (758,772)                     (54,217)
Share Transactions
  Net proceeds from sale of shares                                  2,033,840                    3,528,668
  Shares issued in reinvestment                                       758,703                       54,217
  Shares redeemed                                                    (782,627)                    (156,226)
                                                               ---------------           ------------------
Net increase in net assets resulting
  from share transactions                                           2,009,916                    3,426,659
                                                               ---------------           ------------------
  Total increase in net assets                                      3,115,990                    4,559,598

Net Assets
  Beginning of period                                               8,002,674                    3,443,076
                                                               ---------------           ------------------
  End of period [including undistributed net investment
    income of $10,296 and $3,398, respectively]              $     11,118,664                  $ 8,002,674
                                                               ===============           ==================

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
<S>                                              <C>                     <C>                      <C>    
GLOBALT Growth Fund                                 For the year          For the year              For the period
Financial Highlights                                   ended                   ended                    ended
                                                       April 30, 1998         October 31, 1997      to October 31, 1996 (b)
Selected Per Share Data
Net asset value, beginning of period                          $15.66                  $12.48                   $10.00
                                                   ---------------        ----------------          ---------------
Income from investment operations
  Net investment income                                         0.02                    0.01                     0.01
  Net realized and
  unrealized gain (loss)                                        2.84                    3.34                     2.47
                                                   ---------------        ----------------          ---------------
Total from investment operations                                2.86                    3.35                     2.48
                                                   ---------------        ----------------          ---------------
Less Distributions
  From net investment income                                   (0.01)
                                                   ---------------
  From net realized gain                                       (1.39)                  (0.17)                    0.00
                                                   ---------------        ----------------          ---------------
                                                   ---------------        ----------------
Total distributions                                            (1.40)                  (0.17)
                                                   ---------------        ----------------
Net asset value, end of period                                $17.12                  $15.66                   $12.48

Total Return                                                   40.(a)                  27.15%                   27.(a)

Ratios and Supplemental Data
Net assets, end of period (000)                          $ 11,119                  $8,003                   $3,443
Ratio of expenses to average net assets                         1.17(a)                   1.17%                    1.16(a)
Ratio of expenses to average net assets
  before reimbursement                                          1.21(a)                   1.19%                    1.25(a)
Ratio of net investment income to
  average net assets                                            0.21(a)                   0.06%                    0.11(a)
Ratio of net investment income to average
  net assets before reimbursement                               0.18(a)                   0.04%                    0.02(a)
Portfolio turnover rate                                        77.02(a)                 110.01%                   66.42(a)
Average commission rate                                         0.0600                  0.0600                   0.0740
<FN>

(a)   Annualized
(b) For the period December 5, 1995 (commencement of operations.)
</FN>
</TABLE>
<PAGE>
                               GLOBALT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

NOTE 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 whose  objective is to provide long term capital
growth. The Trust Agreement permits the trustees to issue an unlimited number of
shares of beneficial interest of separate series without par value.

NOTE 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 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.





                               GLOBALT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

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 organized 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, 1997  through  April 30,
1998, the Adviser has received a fee of $56,010 from the Fund.

The Fund retains AmeriPrime  Financial Services,  Inc. (the  "Administrator") to
manage the funds  business  affairs  and  provide  the fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the six months ended April 30, 1998, the Administrator  received
fees of $15,000  from the Adviser for  administrative  services  provided to the
fund.
                               GLOBALT GROWTH FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

The fund retains AmeriPrime Financial Securities,  Inc. (the Distributor) to act
as the principal distributor of fund shares, there were not any payments made to
the Distributor for the six month period ended April, 30, 1998.  Certain members
of  management  of the  Administrator  and the  Distributor  are also members of
management of the AmeriPrime Trust.

NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1998 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1998 was
$8,517,890.

     Transactions in capital stock were as follows:



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


                       For the six  months For the six months For the year ended
                         For the year  ended  ended  April 30,  ended  April 30,
                         October 31, 1997 October 31, 1997
                              1998                  1998

                             Shares               Dollars                Shares               Dollars
     Shares sold             131,279             2,033,840              241,426             $3,528,668
  Shares issued in
   reinvestment of
      dividends              53,733               758,703                4,216                54,217
   Shares redeemed          (46,444)             (782,627)              (10,682)             (156,226)
                            --------             ---------              --------             ---------
                               138,568             2,009,916              234,960          $3,426,659
</TABLE>

NOTE 5. INVESTMENTS

For the period from November 1, 1997 through April 30, 1998, purchases and sales
of  investment  securities,   other  than  short-term  investments,   aggregated
$5,306,057 and $3,708,119,  respectively.  The gross unrealized appreciation for
all securities totaled $2,508,959 and the gross unrealized  depreciation for all
securities totaled $18,043 for a net unrealized appreciation of $2,490,916.  The
aggregate  cost of securities  for federal income tax purposes at April 30, 1998
was $8,629,976. .


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>
CARL DOMINO EQUITY INCOME FUND
Schedule of Investments - (Unaudited) April 30, 1998
<TABLE>
<S>                                                         <C>                <C>          
Common Stocks - 96.1%                                        Shares                Value
Autos, Auto Parts - 2.6%
Chrysler Corp.                                                   1,635               $ 65,707
Tenneco, Inc.                                                    2,300                 99,044
                                                                              ----------------
                                                                              ----------------
                                                                                      164,751
                                                                              ----------------
Chemicals - 2.1%
Witco Corp.                                                      3,400                134,725
                                                                              ----------------

Paper & Forest Products - 3.1%
Union Camp Corp.                                                 1,400                 84,525
Weyerhaeuser Co.                                                 2,000                115,250
                                                                              ----------------
                                                                                      199,775
ENERGY
Oil & Gas - 12.0%
MCN Energy Group Inc.                                            3,000                113,250
Midcoast Energy Resources                                        4,400                 98,725
Mobil Corporation                                                  700                 55,300
Sonat Corporation                                                3,100                137,562
Sun Co., Inc.                                                    2,500                101,094
USX Marathon Group                                               2,300                 82,369
Williams Companies                                               1,600                 50,600
YPF Sociedad Anonima                                             3,700                129,037
                                                                              ----------------
                                                                                      767,937
                                                                              ----------------
Publishing - 1.7%
Readers Digest Association                                       4,020                108,037
                                                                              ----------------

Retail - 4.4%
Intimate Brands                                                  4,100                118,900
May Department Stores                                              900                 55,519
Penney (J.C.)                                                    1,500                106,594
                                                                              ----------------
                                                                              ----------------
                                                                                      281,013
                                                                              ----------------
Lodging, Restaurants, Leisure - 2.2%
Patriot American Hospitality Inc.                                5,480                138,370
                                                                              ----------------

NON-DURABLES
Cosmetics 4.5%
Avon Products                                                    1,820                149,581
International Flavors & Fragrances                               2,800                137,025
                                                                              ----------------
                                                                              ----------------
                                                                                      286,606
                                                                              ----------------
Food - 3.3%
General Mills                                                      800                 54,050
Heinz (H.J.)                                                     1,800                 98,100
Quaker Oats                                                      1,200                 62,400
                                                                              ----------------
                                                                              ----------------
                                                                                      214,550
                                                                              ----------------
Household Products - 3.8%
Kimberly-Clark Group                                             2,400                121,800
Tupperware Corp.                                                 4,500                121,781
                                                                              ----------------
                                                                                      243,581
                                                                              ----------------
CARL DOMINO EQUITY INCOME FUND
Schedule of Investments - (Unaudited)- April 30, 1998 - continued

Common Stocks - continued                                 Shares                   Value
Tobacco - .6%
Philip Morris                                                    1,050               $ 39,178
                                                                              ----------------

HEALTH
Drugs - 5.5%
American Home Products Corp.                                     1,400                130,375
Glaxo Wellcome PLC                                               1,800                101,813
Pharmacia & Upjohn Inc.                                          2,800                117,775
                                                                              ----------------
                                                                              ----------------
                                                                                      349,963
                                                                              ----------------
Diversified Medical - 1.2%
Pall Corporation                                                 4,000                 78,500
                                                                              ----------------

Health Care - 3.4%
Baxter International Inc.                                        1,500                 83,156
Oxford Health Plans (a)                                          8,000                137,000
                                                                              ----------------
                                                                              ----------------
                                                                                      220,156
                                                                              ----------------
Staples/Miscellaneous Services - 1.4%
Deluxe Corporation                                               2,600                 87,100
                                                                              ----------------

Services/Miscellaneous - 6.1%
Boron Lepour Associates (a)                                      1,000                 37,500
DA Consulting Group (a)                                          1,000                 17,625
Healthword Corp(a)                                               3,000                 51,375
ISS Group, Inc (a)                                                 500                 22,125
Unisource Worldwide                                              9,000                114,187
Waste Management                                                 4,500                150,750
                                                                              ----------------
                                                                              ----------------
                                                                                      393,562
                                                                              ----------------

Scientific -.3%
Omega Protein Corp.(a)                                           1,000                 17,500
                                                                              ----------------

Technology- 4.2%
Computer Assoc. Intl                                             2,000                117,125
Cotelliegent Group                                               1,000                 25,813
Exodus Communication (a)                                           500                 19,000
Hypercom Corp.(a)                                                8,000                104,000
                                                                              ----------------
                                                                              ----------------
                                                                                      265,938
                                                                              ----------------
Electrical Equipment - 1.8%
Thomas & Betts                                                   2,000                116,750
                                                                              ----------------

Diversified Machinery - 3.2%
Federal Signal Corp.                                             5,465                117,156
General Signal                                                   2,000                 88,000
                                                                              ----------------
                                                                              ----------------
                                                                                      205,156
                                                                              ----------------
CARL DOMINO EQUITY INCOME FUND
Schedule of Investments - (Unaudited)- April 30, 1998 - continued

Common Stocks - continued                                 Shares                   Value
Airlines, Truckers, & Railroads - 4.0%
Knightsbridge Tankers Ltd. A                                     5,000              $ 143,750
Union Pacific Corp.                                              2,100                114,975
                                                                              ----------------
                                                                              ----------------
                                                                                      258,725
                                                                              ----------------
Photography/Office Equipment - 2.8%
Eastman Kodak                                                    1,050                 75,797
Minnesota Mining & Manufacturing                                 1,100                103,812
                                                                              ----------------
                                                                              ----------------
                                                                                      179,609
                                                                              ----------------
Finance
Major Regional & Other Banks - 6.0%
Bankers Trust New York Corp.                                     1,000                129,125
Nations Bank Corp.                                                 522                 39,542
South Trust Corp.                                                1,650                 70,435
Summitt Bancorp                                                  2,900                145,362
                                                                              ----------------
                                                                                      384,464
                                                                              ----------------
Finance - .9%
Ocwen Asset Management (a)                                       3,000                 55,125
                                                                              ----------------

Utilities
Electric Power Companies - 2.6%
EDP Electricidate de Portugal ADR                                1,000                 52,000
Korea Electric Power Corp.-SP ADR                               12,000                111,750
                                                                              ----------------
                                                                              ----------------
                                                                                      163,750
                                                                              ----------------
Natural Gas - 1.9%
Atmos Energy Corp.                                               1,630                 47,983
El Paso Natural Gas Company                                      2,054                 75,870
                                                                              ----------------
                                                                              ----------------
                                                                                      123,853
                                                                              ----------------

Telephone Other - 7.3%
AT&T  Corp.                                                      1,800                108,113
Amerilink Corp. (a)                                              2,000                 46,250
China Telecomm (a)                                               2,000                 77,250
Frontier Corp.                                                   4,000                119,750
Telefonica de Argentina (a)                                      3,000                115,687
                                                                              ----------------
                                                                                      467,050
                                                                              ----------------
REITs - 3.2%
CCA Prison Realty Corp.(a)                                       2,000                 70,875
Mid-America Apartment Communities Inc.                           1,000                 26,625
SL Green Realty Trust                                            4,500                108,000
                                                                              ----------------
                                                                                      205,500
                                                                              ----------------

TOTAL COMMON STOCKS - 96.1% (Cost $5,254,164)                                       6,151,224
                                                                              ----------------

Preferred Stock 1.7%
Conseco Financial Preferred Series F (Cost $100,000)             2,000                109,125
                                                                              ----------------

CARL DOMINO EQUITY INCOME FUND - continued
Schedule of Investments - (Unaudited)- April 30, 1998 - continued

                                                           Principal
                                                             Amount               Amount
Money Market Securities - 2.2%
Star Treasury 4.96%  12/31/98 (Cost $137,168)                $ 137,168              $ 137,168
                                                                              ----------------

TOTAL INVESTMENTS - 100.0%  (Cost $ 5,491,332)                                      6,397,517
Other assets less liabilities                                                           1,249
                                                                              ----------------
TOTAL NET ASSETS - 100.00%                                                          6,398,766
                                                                              ----------------
<FN>

(a) non-income producing

</FN>
</TABLE>


<PAGE>

<PAGE>

<TABLE>
<CAPTION>
Carl Domino Equity Income Fund                                  April 30, 1998
Statement of Assets & Liabilities (Unaudited)

<S>                                                                     <C>    
Assets
Investment in securities, at value (cost $5,491,332)                     $           6,397,517
Dividends receivable                                                                     8,060
Interest receivable                                                                        550
Reimbursement receivable                                                                 1,848
                                                                           --------------------
     Total assets                                                                    6,407,975

Liabilities
Accrued investment advisory fee payable                            7,469
Accrued trustees fees                                              1,740
                                                      -------------------
     Total liabilities                                                                   9,209
                                                                           --------------------

Net Assets                                                                         $ 6,398,766
                                                                           ====================

Net Assets consist of:
Paid in capital                                                          $           5,338,298
Accumulated undistributed net investment income                                          9,783
Accumulated undistributed net realized gain (loss) on investments                      144,500
Net unrealized appreciation on investments                                             906,185
                                                                           --------------------

Net Assets, for  375,589 shares                                          $           6,398,766
                                                                           ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($6,398,766/375,589)      $                  17.04
                                                                           ====================



</TABLE>
<PAGE>

<PAGE>

Carl Domino Equity Income Fund
Statement of Operations (Unaudited) for the six months ended April 30, 1998


<TABLE>
<S>                                                                                                 <C>   
Investment Income
Dividend income                                                                                      $              63,785
Interest income                                                                                                      2,160
                                                                                                       --------------------
Total Investment Income                                                                                             65,945


Expenses
Investment advisory fee                                                             $         36,810
Trustees' fees                                                                                 1,848
                                                                                      ---------------
Total Expenses before Reimbursement                                                           38,658
Reimbursed expenses                                                                           (1,848)
                                                                                      ---------------
Total Operating Expenses                                                                                            36,810
                                                                                                       --------------------
Net Investment Income (Loss)                                                                                        29,135
                                                                                                       --------------------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment transactions                                          162,111
Change in net unrealized appreciation (depreciation) on investment securities                386,688
                                                                                      ---------------
Net gain (loss) on investment securities                                                                           548,799
                                                                                                       --------------------
Net increase (decrease) in net assets resulting from operations                                      $             577,934
                                                                                                       ====================
</TABLE>
<PAGE>

<PAGE>

Carl Domino Equity Income Fund
<TABLE>
<S>                                                            <C>                         <C>
Statement of Changes in Net Assets (Unaudited)                      For the six                 For the year
                                                                    months ended                   ended
                                                                   April 30, 1998             October 31, 1997
Increase/(Decrease) in Net Assets
Operations
  Net investment income                                          $         29,135                      28,588
  Net realized gain on investment transactions                            162,111                     224,774
  Change in net unrealized appreciation                                   386,688                     392,756
                                                                   ---------------             ---------------
  Net Increase in net assets resulting from operations                    577,934                     646,118
                                                                   ---------------             ---------------
Distributions to shareholders:
  From net investment income                                              (37,359)                    (11,997)
  From net realized gain                                                 (250,840)                    (10,581)
                                                                   ---------------             ---------------
                                                                   ---------------             ---------------
  Total distributions                                                    (288,199)                    (22,578)
                                                                   ---------------             ---------------
Capital Share Transactions
  Net proceeds from sale of shares                                      2,171,514                   2,354,635
  Shares issued in reinvestment of distributions                          285,845                      20,953
  Shares redeemed                                                         (98,706)                   (371,396)
                                                                   ---------------             ---------------
Net increase in net assets resulting
  from share transactions                                               2,358,653                   2,004,192
                                                                   ---------------             ---------------
  Total increase in net assets                                          2,648,388                   2,627,732

Net Assets
  Beginning of period                                                 $ 3,750,378                 $ 1,122,646
                                                                   ---------------             ---------------
  End of period [including undistributed net investment income
  of $7,935 and $28,588, respectively.]                          $      6,398,766                 $ 3,750,378
                                                                   ===============             ===============

</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Carl Domino Equity Income Fund
Financial Highlights (Unaudited)
<S>                                              <C>                       <C>                   <C>   
                                                     For the six months         For the year         For the period
                                                       ended April 30,        ended October 31,        ended October 31,
Selected Per Share Data                                1998                    1997                       1996 (b)

Net asset value, end of period                               $16.15                  $12.03                  $10.00
                                                   --------------          --------------          --------------
Income from investment operations
  Net investment income                                        0.12                    0.19                    0.16
  Net realized and unrealized gain (loss)                      0.91                    4.15                    1.87
                                                   --------------          --------------          --------------
Total from investment operations                               1.03                    4.34                    2.03
                                                   --------------          --------------          --------------
Less Distributions
  From net investment income                                  (0.14)                  (0.22)                   -
  From net realized gain                                      (0.94)                   -                       -
                                                   --------------                                  --------------
                                                   --------------          --------------
Total distributions                                           (1.08)                  (0.22)                   -
                                                   --------------          --------------          --------------
Net asset value, end of period                               $17.04                  $16.15                  $12.03

Total Return                                                  25.81(a)                  36.58%                  20.(a)

Ratios and Supplemental Data
Net assets, end of period (000)                           $6,399                  $3,750                  $1,122
Ratio of expenses to average
  net assets before expense reductions                         1.57(a)                   1.55%                   1.73(a)
Ratio of expenses to average net assets                        1.50(a)                   1.50%                   1.51(a)
Ratio of net investment income to average
  net assets before expense reductions                         1.11(a)                   1.22%                   1.35(a)
Ratio of net investment income to average net assets           1.18(a)                   1.28%                   1.57(a)
Portfolio turnover rate                                       95.50%                  52.49%                  62.51(a)
Average commission rate                                        0.0600                  0.0585                  0.0604
<FN>

(a)    Annualized
(b)    For the period November 6, 1995 (commencement of operations) to October 31, 1998
</FN>
</TABLE>
<PAGE>

                                 CARL DOMINO EQUITY INCOME FUND
                                  Notes to Financial Statements
                                         April 30, 1998


NOTE 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 investment objective of the fund is
to provide  long-term growth of capital together with current income.  The Trust
Agreement  permits  the  Trustees  to issue an  unlimited  number  of  shares of
beneficial interest of separate series without par value.

NOTE 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, 1998


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, 1997  through  April 30,
1998, the Adviser received a fee of $36,810 from the Fund.




                                 CARL DOMINO EQUITY INCOME FUND
                                  Notes to Financial Statements
                                         April 30, 1998

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES -continued

The Fund retains AmeriPrime  Financial Services,  Inc. (the  "Administrator") to
manage the funds  business  affairs  and  provide  the fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the six months ended April 30, 1998, the Administrator  received
fees of $15,000  from the Adviser for  administrative  services  provided to the
fund.

The fund retains AmeriPrime Financial Securities,  Inc. (the Distributor) to act
as the principal distributor of fund shares, there were not any payments made to
the Distributor for the six month period ended April, 30, 1998.  Certain members
of  management  of the  Administrator  and the  Distributor  are also members of
management of the AmeriPrime Trust.

 NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1998 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1998 was
$5,338,298.

     Transactions in capital stock were as follows:


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

                       For the six months    For the six months   For the year ended    For the year ended
                              ended                ended            October 31, 1997     October 31, 1997
                         April 30, 1998        April 30, 1998
                             Shares               Dollars                Shares               Dollars
     Shares sold             130,912             $2,171,514             165,650             $2,354,635
  Shares issued in
   reinvestment of
      dividends               18,442                285,845              1,664                20,953
   Shares redeemed           (6,015)              (98,706)              (28,359)             (371,396)
                             -------              --------              --------             ---------
                               143,339            $2,358,653            138,955             $2,004,192



</TABLE>






                                 CARL DOMINO EQUITY INCOME FUND
                                  Notes to Financial Statements
                                         April 30, 1998



NOTE 5.  INVESTMENTS

     For the period from November 1, 1997 through April 30, 1998,  purchases and
sales of investment securities,  other than short-term  investments,  aggregated
$3,212,018 and $2,110,635,  respectively.  The gross unrealized appreciation for
all securities totaled $1,003,090 and the gross unrealized  depreciation for all
securities  totaled $96,905 for a net unrealized  appreciation of $906,185.  The
aggregate  cost of securities  for federal income tax purposes at April 30, 1998
was $6,397,517.

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, 1998, 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.
<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>
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.



<PAGE>
New Cap Contrarian Fund
Schedule of Investments - (Unaudited)- April 30, 1998


<TABLE>
<S>                                                       <C>                     <C>                            
Common Stock - 107.0%                                       Shares                         Value
Auto Parts & Products - 10.4%
Boston Acoustics Inc.                                           1,000                         $ 31,625
Chicago Rivets & Machine Co.                                    1,800                           65,250
Johnson Controls Inc.                                           1,000                           59,375
                                                                                     ------------------
                                                                                     ------------------
                                                                                               156,250
                                                                                     ------------------
Communications - 1.5%
Davox Corp (a)                                                  1,000                           22,375
                                                                                     ------------------

Computer Services & Software - 1.1%
3Com* (a)                                                         500                           17,125
                                                                                     ------------------

Financial Services - .7%
J W Charles Financial Services (a)                                800                            9,900
                                                                                     ------------------

Industrial Machinery & Equipment - 10.8%
Carlisle Cos. Inc.                                              1,000                           50,750
Gardner Denver Machinery Inc. (a)                               1,500                           42,281
Moore Products Co.                                              1,000                           35,000
Newport Corp                                                    1,400                           28,525
Zygo Corp.(a)                                                     300                            6,375
                                                                                     ------------------
                                                                                               162,931
                                                                                     ------------------
Industrial Products - 1.3%
Deswell Industries, Inc.                                        1,000                           19,875
                                                                                     ------------------

Industrial Services - 8.1%
Kaydon Corp.                                                    2,800                          122,675
                                                                                     ------------------

Insurance - 10.6%
CorVel Corp.(a)                                                 1,000                           35,625
Sun America Inc.                                                2,500                          124,844
                                                                                     ------------------
                                                                                               160,469
                                                                                     ------------------
Medical Services - 1.8%
Dionex Corp. (a)                                                  500                           26,688
                                                                                     ------------------

Medical Supplies & Equipment -5.2%
PSS World Medical Inc. (a)                                      3,500                           78,531
                                                                                     ------------------

Metal Recycling Services - 1.7%
Metal Management Inc.(a)                                        2,000                           25,875
                                                                                     ------------------

New Cap Contrarian Fund
Schedule of Investments -(Unaudited)- April 30, 1998 - continued

Common Stock - continued                                    Shares                         Value
Non-Precious Metals Mining - Exploration - 2.5%
Adrian Resources Ltd. (Panama) (a)                             10,000              $             6,250
Consolidated Magna Ventures Ltd. (Canada)                      45,500                           12,724
Farrallon Resources Ltd.                                        6,000                           18,037
                                                                                     ------------------
                                                                                                37,011
                                                                                     ------------------
Precious Metals Mining - Exploration - 12.9%
Brandon Gold Corp.                                             38,800                           26,583
Manhattan Minerals Corp.                                       12,500                           34,956
Nevsun Resources (Ghana, Mali)                                 55,400                          115,031
Oliver Gold Corp. (Mali, Zimbabwe)                             98,600                           17,922
                                                                                     ------------------
                                                                                               194,492
                                                                                     ------------------
Precious Metals  Mining - Producing - 21.5%
Bema Gold Corp. (Chile) (a)                                     3,000                            7,500
Banro Resource Corp. (Zaire)                                   16,000                           68,513
Crystallex International Corp. (a)                             60,000                          247,500
                                                                                     ------------------
                                                                                     ------------------
                                                                                               323,513
                                                                                     ------------------
Oil & Oilfield Services - 5.2%
Arakis Energy Corp. (a)                                        10,000                           17,500
World Fuel Services Corp.                                       3,000                           60,563
                                                                                     ------------------
                                                                                     ------------------
                                                                                                78,063
                                                                                     ------------------
Retail - 11.7%
Paul Harris Stores (a)                                          3,000                           44,813
Pier One Imports Inc.                                           4,500                          118,687
Stride Rite Corp.                                               1,000                           12,562
                                                                                     ------------------
                                                                                               176,062
                                                                                     ------------------
TOTAL COMMON STOCKS  107.0% (Cost $1,894,149)                                                1,611,835
                                                                                     ------------------

OPTIONS -
Short Options -
Description                Strike Price      Expiration   Contracts
Dionex Corp.                        60       Jul. 1998              5                            1,281
Sun America, Inc.                   60       Dec. 1998             17                            4,038
                                                                                     ------------------
TOTAL OPTIONS -   (0.3%) (Cost $7,541)                                                          (5,319)
                                                                                     ------------------
TOTAL INVESTMENTS  - 106.7%  (Cost $1,886,608)                                             $ 1,606,516
Liabilities less other assets -  (6.7%)                                                       (100,498)
                                                                                     ------------------
TOTAL NET ASSETS - 100.0%                                                                  $ 1,506,018
<FN>
                                                                                     ==================

Legend
(a) non-income producing
</FN>
</TABLE>
<PAGE>
New Cap Contrarian Fund                                           April 30, 1998
Statement of Assets & Liabilities

<TABLE>
<S>                                                               <C>    <C>   
Assets
Investment in securities, at value (cost $1,886,608)                      $            1,606,516
                                                                            ---------------------

Liabilities
Payable to custodian bank                                          93,902
Accrued advisory fee                                                3,184
Accrued trustees' fees                                                689
Accrued distribution fees                                           2,708
Other payables and accrued expenses                                    15
                                                        ------------------
     Total liabilities                                                                   100,498
                                                                            ---------------------

Net Assets                                                                $            1,506,018
                                                                            =====================

Net Assets consist of:
Paid in capital                                                           $            1,806,914
Accumulated undistributed net investment income(loss)                                    (63,162)
Accumulated undistributed net realized gain(loss)                                         42,358
Net unrealized (depreciation) on investments                                            (280,092)
                                                                            ---------------------

Net Assets, for 182,813 shares                                            $            1,506,018
                                                                            =====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($1,506,018/182,813)       $                    8.24
                                                                            =====================


</TABLE>
<PAGE>
New Cap Contrarian Fund
Statement of Operations for the six months ended April 30, 1998


<TABLE>
<S>                                                                                <C>                <C>
Investment Income
Dividend Income                                                                                         $            2,592
Interest Income                                                                                                        431
                                                                                                          -----------------
Total Income                                                                                                         3,023


Expenses
Management fee                                                                       $           19,092
12-B1 fees                                                                                        1,909
Trustees' fees                                                                                      635
                                                                                       -----------------
Total Expenses                                                                                                      21,636
                                                                                                          -----------------

Net Investment Income (Loss)                                                                                       (18,613)
                                                                                                          -----------------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities                                                 8,013
Net realized gain (loss) on options transactions                                                      0
Change in net unrealized appreciation (depreciation) on investment securities                   (55,137)
                                                                                       -----------------
Net gain (loss)                                                                                                    (47,124)
                                                                                                          -----------------
Net increase (decrease) in net assets resulting from operations                                         $          (65,737)
                                                                                                          =================
</TABLE>
<PAGE>
New Cap Contrarian Fund
<TABLE>
<S>                                                                 <C>                       <C>  
Statement of Changes in Net Assets (Unaudited)
                                                                         For the six             For the year
                                                                         months ended                ended
Increase/(Decrease) in Net Assets                                       April 30, 1998         October 31, 1997
Operations
  Net investment income (loss)                                        $        (18,613)                  (44,549)
  Net realized gain (loss) on securities transactions                            8,013                   171,581
  Net realized gain (loss) on options transactions                                   -                   (75,762)
  Change in net unrealized appreciation (depreciation)                         (55,137)                 (177,571)
                                                                        ---------------        ------------------
  Net Increase (decrease) in net assets resulting from operations              (65,737)                 (126,301)
                                                                        ---------------        ------------------
Distributions to shareholders:
  From net investment income                                                         -                         -
  From net capital gains                                                       (38,200)                        -
                                                                        ---------------        ------------------
  Total distributions                                                          (38,200)                        -
                                                                        ---------------        ------------------
Share Transactions
  Net proceeds from sale of shares                                              56,807                   762,466
  Shares issued in reinvestment                                                 38,200                         -
  Shares redeemed                                                             (167,150)                 (461,769)
                                                                        ---------------        ------------------
Net increase (decrease) in net assets resulting
  from share transactions                                                      (72,143)                  300,697
                                                                        ---------------        ------------------
  Total increase (decrease) in net assets                                     (176,080)                  174,396

Net Assets
  Beginning of period                                                        1,682,098                 1,507,702
                                                                        ---------------        ------------------
  End of period [including net investment income (loss) of
   of $(44,549) and $(5,245), respectively]                           $      1,506,018               $ 1,682,098
                                                                        ===============        ==================
</TABLE>
New Cap Contrarian Fund
<TABLE>
<S>                                                  <C>                         <C>                         <C>   
Financial Highlights
                                                       For the six months ended       For the year ended       For the period ended
Selected Per Share Data                                     April 30, 1998             October 31, 1997        October 31, 1996 (b)


Net asset value,                                                 $8.74                       $9.21                    $10.00
                                                     ---------------               -------------             -------------
  begining of period
Income from investment operations
  Net investment income                                          (0.10)                      (0.22)                    (0.05)
  Net realized and unrealized gain (loss)                        (0.33)                      (0.23)                    (0.74)
                                                     ---------------               -------------             -------------
Total from investment operations                                 (0.43)                      (0.45)                    (0.79)
                                                     ---------------               -------------             -------------
Less Distributions
  From net interest income                                        -                           -                         -
  From net capital gain                                          (0.07)                       -                         -
                                                     ---------------               -------------             -------------
Total distributions                                              (0.07)                       -                         -
                                                     ---------------               -------------             -------------
Net asset value,
  end of period                                                  $8.24                       $8.76                     $9.21

Total Return                                                     (6.63%(a)                     (4.89)%             (15.80)(a)%

Ratios and Supplemental Data
Net assets, end of period (000)                              $1,506                      $1,682                    $1,508
Ratio of expenses to
  average net assets                                              2.83%(a)                       2.83%                 2.89(a)
Ratio of net investment income to
  average net assets                                             (2.44)%(a)                     (2.56)%               -1.16(a)
Portfolio turnover rate                                          71%(a)                     146%                       92%(a)
Average commission rate                                           0.0279                      0.0375                    0.0497
<FN>

(a)    Annualized
(b) May 2, 1996 (commencement of operations) to October 31, 1996.
</FN>
</TABLE>
<PAGE>

                             NEW CAP CONTRARIAN FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

1.  ORGANIZATION

The New Cap  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 investment objective of the fund is provide
maximum long term growth.  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.



                             NEW CAP CONTRARIAN FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998


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, 1997
through April 30, 1998, the Adviser received a fee of $19,092 from the Fund.


                             NEW CAP CONTRARIAN FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued
The Fund retains AmeriPrime  Financial Services,  Inc. (the  "Administrator") to
manage the funds  business  affairs  and  provide  the fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the six months ended April 30, 1998, the Administrator  received
fees of $15,000  from the Adviser for  administrative  services  provided to the
fund.

The fund retains AmeriPrime Financial Securities,  Inc. (the Distributor) to act
as the principal distributor of fund shares, there were not any payments made to
the Distributor for the six month period ended April, 30, 1998.  Certain members
of  management  of the  Administrator  and the  Distributor  are also members of
management of the AmeriPrime Trust.

NOTE 4.  CAPITAL SHARE TRANSACTIONS

     As of April 30, 1998 there was an  unlimited  number of no par value shares
of capital stock  authorized for the Fund. Paid in capital at April 30, 1998 was
$1,806,914.

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


                           For the six       For the six months    For the year ended   For the year ended
                          months ended             ended            October 31, 1997    October 31, 1997
                         April 30, 1998        April 30, 1998
                             Shares               Dollars                Shares               Dollars
     Shares sold              7,565               $56,807                82,953              $762,422
  Shares issued in
   reinvestment of
      dividends               5,107                38,200                  0                     0
   Shares redeemed          (21,883)             (167,150)              (54,641)             (461,769)
                            --------             ---------              --------             ---------
                                (9,211)          $(72,143)                 28,312            $300,697

</TABLE>

NOTE 5. INVESTMENTS

For the period from November 1, 1997 (commencement of operations)  through April
30,1998 , purchases and sales of investment  securities,  other than  short-term
investments,   aggregated  $546,739  and  $557,158,   respectively.   The  gross
unrealized  appreciation  for all  securities  totaled  $267,060  and the  gross
unrealized depreciation for all securities totaled $547,152 for a net unrealized
depreciation  of $280,092.  The aggregate  cost of securities for federal income
tax purposes at April 30, 1998 was $1,886,608. As of April 30, 1998 the Fund has
invested 38.7% 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>




                             NEW CAP CONTRARIAN FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

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  30,1998,  Cheryl
Holeski (wife of the President and controlling shareholder of Newport Investment
Advisor) owns more than 25% of the fund.
<PAGE>
Dear Fellow Shareholders,

         Human nature often runs counter to common sense.  While  impatience can
be a catalyst for change and  progress,  it can also be the main culprit in many
of life's mistakes.  Consider this common example:  A man is standing in line at
the grocery  store with a gallon of milk.  He's chosen the express line since he
has saved time by doing so in the past.  After barely moving for five minutes he
notices a lady with five bags of  groceries  heading to her car. He recalls that
she was still  shopping  when he entered the express  line.  After  several more
minutes  with little  progress,  he abandons his express line and heads for what
appears to be a faster  checker.  As he now stands in his new,  slower  line his
frustration  escalates  while  watching the folks  previously  behind him in the
express line head for their cars, groceries in hand.
         Obviously in hindsight,  the man's impatience caused him to make a poor
decision at the worst possible time. It is this same  impatience  that can cause
an investor to sell a lagging stock just before it doubles in price.  Similarly,
mutual fund investors may be tempted to chase returns, in other words, reverse a
good  decision  in order to chase  what  appears  to be a better  return  at the
moment. It is important to be aware of this basic human tendency.
         In our last annual report, we pointed out the ups and downs that should
be expected with our concentrated,  yet diversified  approach. We emphasized how
undervalued  our portfolio  was compared to the overall  market and how well our
fund held up on the days when the  market  took its worst  beatings.  Finally we
noted that our style, while historically successful,  had recently produced some
disappointing  performance,   which  we  viewed  as  a  buying  opportunity  and
recommended that investors do the same.
         Kudos to those who did.  "Buying on dips" takes discipline and is never
easy, yet the strategy seems to consistently  reward investors over time. In the
six months  since our last  writing,  shares in the IMS Capital  Value Fund have
increased by 12.87% (+25.74% annualized). With a diversified portfolio of thirty
to thirty-five, hand-picked companies, our results tend to be determined more by
the  performance  of our largest  holdings  than by the direction of the overall
market.  Several  of  the  undervalued  and  largely  undiscovered  gems  in our
portfolio have been starting to get noticed.  Rubbermaid, our largest holding at
7% of fund assets, gained over 20% during the period, including dividends, as it
reported earnings that exceeded Wall Street's expectations. Other top performers
among  our ten  largest  holdings  included  Fruit of the  Loom,  up 42%,  which
surprised the analysts with  earnings  that nearly  doubled their  expectations;
Waste  Management,  rose 43% as it  announced  a  well-received  merger with USA
Waste,  giving the company  access to one of the top  C.E.O.'s in the  business;
Office Depot, up 60% on strong earnings growth; and U.S. West Media, up 50% on a
general resurgence of the cable industry after Microsoft's $1 billion investment
and extremely positive operating results. Conversely, Sunbeam, after a strategic
acquisition  of  Coleman,  First  Alert and the maker of Mr.  Coffee,  surprised
everyone with very disappointing  earnings as the stock got clobbered,  dropping
from $45 to $25.


          For investors who purchased  shares at the fund's  inception in August
of 1996,  your  investment  adjusted for  dividends and capital gains has gained
36.12%  or  19.46%  on an  annualized  basis.  The fund has  returned  19.83% to
shareholders over the last 12 months.
         We continue to search out quality companies trading at historically low
valuations  based  on  their  fundamentals:  Price-to-book,   price-to-earnings,
price-to-sales  and  price-to-cash   flow.  We  look  for   globally-diversified
companies  with good business  characteristics  that have been out of favor with
investors  for quite some time. We analyze  twenty-eight  aspects of the company
using  our  valuation  model  and  assign a score  based on the  results.  If we
determine  that a company is a  candidate  for  ownership,  we then wait for the
company to exhibit some concrete signs that a turn around is indeed underway. By
owning a diversified collection of undervalued,  blue chip stocks with the above
characteristics, we believe the fund provides shareholders with a lower level of
risk than many other, more aggressive investment styles.
         Runaway bull markets can have some very strange side effects.  They can
make some very  smart  managers  look a bit boring and they have a way of making
lucky speculators look smart. The term "bull market genius" comes to mind. These
are the folks who've seen a couple of their stocks  double in the last two years
and are now ready to start  telling you what to do with your  money.  We've also
seen some  well-known  value  managers  throw in the  towel  and  start  chasing
over-priced  growth stocks such as Coke,  Gillette and  Microsoft.  Although the
market may be trading at record highs,  the  companies in your fund's  portfolio
are still very  reasonably  priced.  While the S & P 500  trades at roughly  six
times book value, the IMS Capital Value Fund trades at just three times book. Be
assured that our convictions  remain strong.  We will not be drawn into the fray
of frothy and excessive  valuations,  rather,  we will continue striving to both
grow and protect our shareholders assets.
         Thank  you  for  joining  all  of  us  at  IMS  Capital  Management  as
shareholders in the fund. We are working  diligently  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, C.F.A
Portfolio Manager                           Research Analyst

<PAGE>

IMS Capital Value Fund
Schedule of Investments  - (Unaudited) April 30, 1998

<TABLE>
<CAPTION>

<S>                                                               <C>                      <C>                              
Common Stocks - 94.7%                                              Shares                         Value
Apparel - 5.5%
Fruit of the Loom  (a)                                                  17,000                       $ 635,375
Nike Inc. (Class B)                                                      1,000                          47,750
                                                                                           --------------------
                                                                                           --------------------
                                                                                                       683,125
                                                                                           --------------------
Cable TV & Equipment - 7.4%
General Instrument Corp.                                                19,000                         426,313
U.S. West Media Group (a)                                               13,000                         490,750
                                                                                           --------------------
                                                                                           --------------------
                                                                                                       917,063
                                                                                           --------------------

Communications - 5.0%
Paging Network Inc.                                                     24,000                         337,500
Motorola Inc.                                                            5,000                         278,125
                                                                                           --------------------
                                                                                           --------------------
                                                                                                       615,625
                                                                                           --------------------
Computer & Related Technologies - 12.8%
Electronic Data Systems                                                 16,000                         688,000
Intel Corp.                                                              4,000                         323,250
Novell, Inc.(a)                                                         27,000                         270,000
Symantec Corp.                                                          10,000                         290,000
                                                                                           --------------------
                                                                                           --------------------
                                                                                                     1,571,250
                                                                                           --------------------
Computers & Peripherals - 2.6%
American Power Conversion (a)                                           10,000                         321,875
                                                                                           --------------------

Environmental -  5.2%
Waste Management Inc.                                                   19,000                         636,500
                                                                                           --------------------

Food & Tobacco - 3.8%
RJR Nabisco Holdings Corp.                                              17,000                         472,812
                                                                                           --------------------

Food Distribution - 2.3%
Fleming Companies                                                       15,000                         281,250
                                                                                           --------------------

Other Services - 5.4%
H & R Block                                                              7,400                         333,000
Olsten Corp.                                                            24,000                         328,500
                                                                                           --------------------
                                                                                           --------------------
                                                                                                       661,500
                                                                                           --------------------
Healthcare Products - 6.0%
Bausch & Lomb                                                            7,500                         370,781
IVAX Corp. (a)                                                          38,000                         370,500
                                                                                           --------------------
                                                                                           --------------------
                                                                                                       741,281
                                                                                           --------------------

Other Consumer Goods Services - 8.8%
Singer Co.                                                              25,000                         242,188
Shaw Industries, Inc.                                                   28,000                         453,250
Toy Biz (a)                                                             37,000                         386,187
                                                                                           --------------------
                                                                                           --------------------
                                                                                                     1,081,625
                                                                                           --------------------
IMS Capital Value Fund
Schedule of Investments  - (Unaudited) April 30, 1998 - continued

Common Stocks - continued

Hospitals & Managed Care - 4.9%                                    Shares                         Value
PacifiCare Health Systems, Inc. (Class A) (a)                            4,500                       $ 316,125
Foundation Health Systems (a)                                           10,000                         289,375
                                                                                           --------------------
                                                                                           --------------------
                                                                                                       605,500
                                                                                           --------------------
Household Products - 8.9%
Sunbeam  Corp.                                                          13,000                         326,625
Rubbermaid Inc.                                                         27,000                         772,875
                                                                                           --------------------
                                                                                           --------------------
                                                                                                     1,099,500
                                                                                           --------------------
Insurance - 2.8%
Conseco Inc.                                                             7,000                         347,375
                                                                                           --------------------

Energy - 2.8%
YPF S.A. Sponsored ADR (a)                                              10,000                         348,750
                                                                                           --------------------

Retail - 7.6%
PETsMART, Inc. (a)                                                      37,000                         434,750
Office Depot Inc. (a)                                                   15,000                         496,875
                                                                                           --------------------
                                                                                                       931,625
                                                                                           --------------------
Utilities -  2.9%
Niagra Mohawk Power(a)                                                  14,000                         171,500
Texas Utilities Co.                                                      4,500                         180,000
                                                                                           --------------------
                                                                                           --------------------
                                                                                                       351,500
                                                                                           --------------------
TOTAL COMMON STOCKS (Cost $ 9,957,310)                                                            $ 11,668,156
                                                                                           ====================
Money Market Securities - 5.3%
Star Treasury 4.61%, 12/31/98 (Cost $ 648,159)                                                         648,159
                                                                                           --------------------
TOTAL INVESTMENTS - 100.0% (Cost $ 10,605,469)                                                      12,316,315

     Other assets less liabilities                                                                       2,310
                                                                                           --------------------

TOTAL NET ASSETS - 100%                                                                           $ 12,318,625
                                                                                           ====================

(a) non-income producing




</TABLE>
<PAGE>
IMS Capital Value Fund
Statement of Assets & Liabilities (Unaudited)
April 30, 1998

<TABLE>
<S>                                                                   <C>    
Assets
Investment in securities, at value (cost $10,605,469)                  $            12,316,315
Interest receivable                                                                        441
Deferred Organizational Costs                                                           20,214
                                                                         ----------------------
     Total assets                                                                   12,336,970

Liabilities
Redemptions payable                                              1,931
Accrued advisory fee payable                                    16,415
                                                    -------------------

     Total liabilities                                                                  18,346
                                                                         ----------------------

Net Assets                                                                        $ 12,318,624
                                                                         ======================

Net Assets consist of:
Paid in capital                                                        $            10,829,388
Accumulated undistributed net investment income                                       (108,185)
Accumulated undistributed net realized gain                                           (113,425)
Net unrealized appreciation on investments                                           1,710,846
                                                                         ----------------------

Net Assets, for 975,430 shares                                                    $ 12,318,624
                                                                         ======================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($12,318,624/975,430)   $                    12.63
                                                                         ======================







</TABLE>
<PAGE>
IMS Capital Value Fund
Statement of Operations for the six months ended April 30, 1998 (Unaudited)

<TABLE>
<CAPTION>

<S>                                                                                      <C>
Investment Income
Dividend Income                                                                            $               59,250
Interest Income                                                                                             4,233
                                                                                             ---------------------
Total Income                                                                                               63,483


Expenses
Investment advisory fee                                             $               86,761
Administration fee                                                                  15,000
Transfer agent fee                                                                  11,964
Fund accounting fee                                                                  8,100
Legal fees                                                                           4,244
Custodian fee                                                                        4,003
Amortization of ogranizational expenses                                              2,416
Audit fees                                                                             690
Registration fees                                                                    1,954
Shareholder reports                                                                  1,957
Trustees fees                                                                          270
Miscellaneous                                                                        2,306
                                                                      ---------------------
Total operating expenses before reimbursement                                      139,665
Reimbursed expenses                                                                (42,115)
                                                                      ---------------------
Total operating expenses                                                                                   97,550
                                                                                             ---------------------


Net Investment Income (Loss)                                                                              (34,067)
                                                                                             ---------------------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities                                  (90,558)
Change in net unrealized appreciation (depreciation) on
 on investment securities                                                        1,511,303
                                                                      ---------------------
Net gain (loss) on investment securities                                                                1,420,745
                                                                                             ---------------------
Net increase (decrease) in net assets resulting
  from operations                                                                          $            1,386,678
                                                                                             =====================


</TABLE>
<PAGE>
<TABLE>
<CAPTION>
Statement of Changes in Net Assets (Unaudited)            For the six             For the
                                                             months ended        year ended
                                                         April 30, 1998            October 31, 1997
<S>                                                  <C>                      <C>
Increase/(Decrease) in Net Assets
Operations
  Net investment income (loss)                        $         (34,067)              (48,844)
  Net realized gain (loss)                                      (90,558)              672,917
  Change in net unrealized appreciation (depreciation)        1,511,303               (44,863)
                                                         ---------------       ---------------
  Net Increase in net assets resulting from operations        1,386,678               579,210
                                                         ---------------       ---------------
Distributions to shareholders:
  From net investment income                                    (25,273)                    -
  From net capital gain                                        (682,377)                    -
                                                         ---------------       ---------------
                                                         ---------------       ---------------
  Total distributions                                          (707,650)                    -
                                                         ---------------       ---------------
Share Transactions
  Net proceeds from sale of shares                            2,011,841             5,141,834
  Shares issued in reinvestment                                 702,348                     -
  Shares redeemed                                            (1,006,542)             (529,761)
                                                         ---------------       ---------------
Net increase in net assets resulting
  from share transactions                                     1,707,647             4,612,073
                                                         ---------------       ---------------
  Total increase in net assets                                2,386,675             5,191,283

Net Assets
  Beginning of period                                         9,931,949             4,740,666
                                                         ---------------       ---------------
  End of period [including undistributed net investment
   income (loss) $(34,067) and $(48,844), respectively$]     12,318,624           $ 9,931,949
                                                         ===============       ===============




























</TABLE>
<PAGE>
<TABLE>
<CAPTION>
IMS Capital Value Fund
Financial Highlights (Unaudited)                                 For the six                For the                 For the
                                                                     months ended         year ended               period ended
Selected Per Share Data                                             April 30, 1998         October 31, 1997       October 31, 1996

<S>                                                           <C>                     <C>                     <C>   
Net asset value, beginning of period                                        $12.06                  $10.76                  $10.00
                                                               -----------------        ----------------        ----------------
Income from investment operations
  Net investment income                                                     -(0.04)                  (0.08)                  (0.01)
  Net realized and  unrealized gain (loss)                                    1.37                    1.38                    0.77
                                                               -----------------        ----------------        ----------------
Total from investment operations                                              1.41                    1.30                    0.76
                                                               =================        ================        ================
Less Distributions
  From net interest income                                                   (0.03)                   0.00                    0.00
  From net capital gain                                                      (0.81)                   0.00                    0.00
                                                               -----------------        ----------------        ----------------
                                                               -----------------        ----------------        ----------------
Total distributions                                                          (0.84)                   0.00                    0.00
                                                               -----------------        ----------------        ----------------
Net asset value, end of period                                              $12.63                  $12.06                  $10.76
                                                               =================        ================        ================

Total Return                                                                 25.(a)                  12.08%                  30.(a)

Ratios and Supplemental Data
Net assets, end of period (000)                                        $ 12,319                  $9,932                  $4,741
Ratio of expenses to
  average net assets                                                          2.(a)                   2.54%                   1.(a)
Ratio of expenses to average net
  assets before reimbursement                                                 1.(a)                   1.97%                   3.(a)
Ratio of net investment income to
  average net assets                                                         (0.(a))                 (0.64%)                 (0.(a)%
Ratio of net investment income to average
  net assets before reimbursement                                            (1.(a))                  1.20%                  (2.(a)%
Portfolio turnover rate                                                      34.(a)                  34.76%                   3.56%
Average commission rate                                                       0.05142                 0.0439                  0.0416

</TABLE>
<PAGE>
                             IMS CAPITAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998



NOTE 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 5,  1996.  The  Trust is  registered  under the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management  investment  company.  The  investment  objective  of the  fund is to
provide  long-term  growth  to its  shareholders  a  value  oriented  contrarian
philosophy by investing in large high quality  dividend  paying U.S.  companies.
The Trust Agreement  permits the trustees to issue an unlimited number of shares
of beneficial interest of separate series without par value.

NOTE 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.


                             IMS CAPITAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998


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, 1997 through April 30, 1998,  the Adviser  received a fee of $86,761 from the
Fund. The Adviser is voluntarily reimbursing certain Fund expenses.  There is no
assurance that such reimbursement will continue in the future.

The Fund retains AmeriPrime  Financial Services,  Inc. (the  "Administrator") to
manage the funds  business  affairs  and  provide  the fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the six months ended April 30, 1998, the Administrator  received
fees of $15,000  from the Adviser for  administrative  services  provided to the
fund.





                             IMS CAPITAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The fund retains AmeriPrime Financial Securities,  Inc. (the Distributor) to act
as the principal distributor of fund shares, there were not any payments made to
the Distributor for the six month period ended April, 30, 1998.  Certain members
of  management  of the  Administrator  and the  Distributor  are also members of
management of the AmeriPrime Trust.


NOTE 4.  CAPITAL SHARE TRANSACTIONS

     As of April 30, 1998 there was an  unlimited  number of no par value shares
of capital stock authorized for the Fund. Paid in capital at was $10,829,388.

     Transactions in capital stock were as follows:






                       For the year  ended For the year ended For the year ended
                         For the year  ended  April  30,  1998  April  30,  1998
                         October 31, 1997 October 31, 1997
<TABLE>
<S>                       <C>                 <C>                     <C>                   <C>

                             Shares               Dollars                Shares               Dollars
     Shares sold             173,176             $2,011,841             426,253             $5,141,834
  Shares issued in
   reinvestment of
      dividends              65,032               702,348                  0                     0
   Shares redeemed          (86,549)            (1,006,542)             (43,144)             (529,761)
                            --------            -----------             --------             ---------
                               151,659         $1,707,647               383,109             $4,612,073
</TABLE>


NOTE 5. INVESTMENTS
For the period from November 1, 1997 through April 30, 1998, purchases and sales
of  investment  securities,   other  than  short-term  investments,   aggregated
$4,702,710 and $3,702,590,  respectively.  The gross unrealized appreciation for
all securities totaled $2,132,463 and the gross unrealized  depreciation for all
securities totaled $421,618 for a net unrealized appreciation of $1,710,845. The
aggregate  cost of securities  for federal income tax purposes at April 30, 1998
was $10,605,469.




                             IMS CAPITAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

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>
                         Fountainhead Special Value Fund
                         King Investment Advisors, Inc.

Fellow Shareholders:

For the six months  ended  April 30,  1998,  we are  pleased to report  that the
Fountainhead  Special Value Fund  delivered  outstanding  results,  generating a
return of 23.2% for its shareholders and  outperforming  its benchmark  indices,
the S&P 500  (+22.5%) and the S&P 400 MidCap Index  (+19.2%).  In fact,  for the
twelve months ended April 30, 1998, the Fund handily outperformed its comparable
indices,  returning  67.1%  (versus  41.1% for the S&P 500 and 47.9% for the S&P
400),  and ranked second of 278 among all other mid-cap funds over the same time
frame, according to Lipper Analytical Services.

                                      CHART

Recent Success and the Role of our Private-Market Value Approach

Consistent with our prior period's  results,  the Fund's returns were once again
aided by our  success in  identifying  stocks  trading  at a  discount  to their
private-market  value.  Over the six-month  period,  five additional  mergers or
acquisitions  of stocks  owned in the Fund were  announced.  We started  1998 on
solid   ground   as   Southern   New   England   Telecommunications   (SNG),   a
Connecticut-based independent telecommunications company, announced a definitive
agreement to be acquired by SBC  Communications,  Inc. for 0.8784  shares of SBC
stock ($65.83 per share).  KING first bought SNG for the Fund at the end of June
1997 at an average  price of $40.15  per share.  At the time,  we  believed  the
Company would  eventually be acquired as industry  consolidation  progressed and
companies  continued to build mass to compete more  efficiently and effectively.
We estimated that SNG was worth approximately $60 to $70 per share on a deal. As
a result of the  acquisition,  SNG  generated  a return of more than 60% for the
Fund's shareholders.  After the acquisition was announced,  we sold our position
to realize our gains, as SNG had met our price target.  The merger will probably
not close until the end of 1998 as both companies seek  regulatory  approval and
may face possible antitrust concerns.  Rather than waiting to receive SBC stock,
we decided to redeploy the capital elsewhere.  Also in January, Comcast UK Cable
Partners,   a  small-cap  operator  of  Comcast  Corp.'s   cable-television  and
telecommunications  assets in the United  Kingdom,  announced an agreement to be
acquired by NTL, Inc. at a 30% premium to the prior day's close.

On  February  13, the  acquisition  of Coast  Savings  Financial  (CSA) by H. F.
Ahmanson (AHM) closed.  The acquisition,  announced in October 1997, had to that
point generated a 37% return for the Fund's shareholders. After the announcement
of AHM's CSA acquisition, we decided to hold CSA and receive AHM stock, as AHM's
fundamentals  were  positive  and the recent CSA purchase  made it  California's
trophy S&L  franchise.  We believed  that another  financial  institution  would
eventually  acquire AHM and that it was worth $80 to $90 per share. Our analysis
proved accurate. On March 17--just over a month after the CSA merger closed--AHM
announced a definitive  agreement to be acquired by Washington Mutual (WAMU) for
approximately  $80 per share in stock.  As a result of our original  position in
CSA,  Fountainhead  shareholders  were  able to  experience  a 52% gain over the
sixteen-month holding period.

Also in March, 360(degree) Communications Company (XO)--one of the Fund's larger
positions--entered  into an agreement  to be purchased by Alltel,  Inc. We first
bought XO when it was trading at a steep discount to its  private-market  value;
we thought the Company, with expertise in its field of business,  was a takeover
candidate for a larger  telecommunications  company. A takeover would serve as a
catalyst for the Company to reach its private-market  value of approximately $35
per share. On March 16, 1998, XO announced a definitive agreement to be acquired
by Alltel (AT), an Arkansas-based  wireline- and  wireless-telecom  company, for
approximately  $34 per share in stock (0.74 Alltel shares for each XO share). XO
was one of the first purchases made in the Fund at an average cost of $18.88 per
share. The result is an 80% price  appreciation over the  sixteen-month  holding
period.  In light of the  acquisition  news, we are reviewing the transaction to
see if it would be beneficial  to hold out for Alltel stock.  We believe that AT
itself may be a takeover candidate.

Finally, on April 3, Long Island Bancorp (LISB) announced a definitive agreement
to be acquired by Astoria  Financial for  approximately  $70 per share in stock.
The LISB  acquisition  will give Astoria $16.6 billion in assets and 96 branches
on New  York's  Long  Island and  surrounding  areas;  the  area's  ten  million
residents comprise one of the wealthiest markets in the nation.  KING originally
purchased LISB for its solid fundamentals; non-performing assets were only 1.03%
of total assets, earnings had been strong, and LISB's mortgage-banking divisions
provided  diversified  revenues.  In  addition,  LISB,  well-positioned  in  its
markets,  was an attractive  acquisition  candidate  for a larger  national bank
looking  to tap into the New York  market  or for a large  New York  institution
seeking to solidify market share. We estimated  LISB's  private-market  value in
the $55 to $65 per-share  range.  We  originally  bought the stock at an average
cost of $40.63 per share;  thus, our shareholders'  price  appreciation has been
60% over its relatively  short holding  period.  At this point, we are analyzing
Astoria's prospects,  which are quite good. In fact, it is possible that Astoria
will be purchased in the next one to two years.  We estimate the  private-market
value (of the proforma Astoria) to be in the $80 to $90 per-share range.

Why Own Mid-Cap Stocks?

Conventional  wisdom holds that small- and mid-cap  stocks are always more risky
investments  than their large-cap  brethren.  As usual,  conventional  wisdom is
wrong. Recent years have seen one of the most narrow markets in history,  one in
which  just a handful of  large-cap  names have  driven the  performance  of the
well-known  indices.  For example, in 1997, only 33 stocks in the S&P 500 (6% of
the index) accounted for 50% of the return for the year. In 1996, only 25 (5% of
the index) accounted for 50% of the move.

While  these  large-cap  names  outperform  for a number of  reasons,  three are
primary:

      Large-cap stocks are generally more liquid.

      Index funds  (primarily those based on the  large-cap-biased  S&P 500) are
extremely popular.

      Large sums of money are flowing into the markets;  managers are  penalized
     for holding cash,  and thus they must put their capital to work  somewhere.
     The well-known  large-cap names generally  require less analytical work, so
     they have become a parking place for unwanted cash.

As a result,  returns have been stellar in the large-cap names;  however,  their
valuations  have now reached  historically  high levels.  In fact, most of these
stocks are  trading at huge  premiums  to their  respective  growth  rates.  For
example:

       1998E P/E         1999E P/E  P/E-to-Growth Rate           Price/Book
Pfizer 57.6x 48.1x 3.3x `99E 2.7x `98E 19.0x Gillette 40.0x 33.9x 2.3x `99E 1.9x
`98E 14.1x  Proctor & Gamble  31.0x  27.4x 2.4x `99E 2.1x `98E 10.9x Merck 27.4x
23.6x 1.9x `99E 1.6x `98E 11.4x Bristol-Myers  Squibb 29.5x 26.3x 2.2x `99E 2.0x
`98E 14.7x Dell Computer 38.9x 30.8x 1.3x `99E 1.0x `98E 35.5x  Microsoft  55.7x
46.9x 2.3x `99E 2.0x `98E 201.x  Coca-Cola 45.1x 38.6x 2.6x `99E 2.2x `98E 25.3x
We do not own any of these commonly held stocks because their valuations are too
high. Stocks are frequently  considered fully valued when trading at, or in some
cases, at a slight premium to, their respective growth rates.  While many of the
companies in the above list are certainly  well-run,  have great  franchises and
excellent  management teams, and in many cases trade at slight premiums to their
peers,  their current multiples are extreme.  Quality is worth a higher premium,
but is it worth these  extreme  multiples--in  many cases double that of the S&P
500 and two to three times that of their growth rates?

Furthermore,  the stock prices of many of these large-cap  companies continue to
rise, despite declining earnings estimates for the group. On the other hand, the
estimates for small- and mid-cap stocks are remaining constant, or in many cases
rising.  In the small-cap  area,  estimates have been revised,  but on average a
mere 1.6% downward. The mid-cap earnings estimates are almost unchanged, falling
0.1% over the past month. In addition, most of the large-cap multinationals have
some Asian exposure.  If the situation in the Far East continues to deteriorate,
further downward revisions may be necessary.  (Motorola, Intel, Hewlett-Packard,
and many other high-tech names have already felt the pressure).  Should earnings
estimates be lowered, and projected earnings growth rates be revised down, these
stocks will look more expensive on a valuation basis.

The question  now becomes how to define risk.  If risk is a function of downside
potential and  overvaluation,  then many  large-cap  stocks,  while  wonderfully
well-run companies, are currently risky investments. King Investment Advisors is
a value  manager.  As a result of the run-up in most  large-cap  stocks over the
last several years, and the lofty multiples at which they are currently trading,
the mid- and small-cap areas seem very attractive to us at current levels. While
many of these  stocks  may  prove  more  volatile  over  short  periods  of time
(quarter-to-quarter), we are paying more realistic prices for these companies as
evidenced by our equity statistics outlined below (as April 30, 1998):

                                      Fountainhead          S&P 500
Price/Earnings (`98E):                    19.4x              23.1x
Price/Book:                               3.5x                6.0x
Despite the historically high valuation level of the overall market, we continue
to find value in attractive,  unique  companies in the mid- and small-cap areas.
This market niche dovetails nicely with our investment style and philosophy,  as
many smaller companies have solid  management,  differentiated  strategies,  and
often dominance in a particular market segment or geographical region;  however,
these  companies  are not often  large  enough to compete  effectively  with the
larger national players. As a result, they are frequently  considered attractive
assets for a larger  company and are bought out. (We  certainly are not the only
ones uncovering these gems; larger  competitors and (eventually) the market also
identify  them over time. We merely try to be there first to realize most of the
potential  gains.)  Although we do not actively seek companies  viewed solely as
acquisition  candidates,  our investment  style and philosophy  tend to identify
companies  which others may also  eventually  view as  attractive.  Essentially,
benefiting from merger and acquisition  activity is a natural  by-product of our
investment process.

We are pleased to report that our strong performance record continues to attract
new  investors,  while our  existing  investors  have stayed with us. The Fund's
assets grew from $2.6  million on October 31, 1997 to $6.7  million on April 30,
1998. Of course, this represents capital  appreciation as well as investments by
new shareholders.

Since all our investment team, and most of our administrative  staff, have money
invested in the Fund, you can be assured we will continue to do our best.



Sincerely,



Roger E. King
Chairman and President
<PAGE>

Fountainhead Special Value Fund
Schedule of Investments - (Unaudited) - April 30, 1998



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

Common Stocks - 99.9%                                     Shares                    Value
Banks and Bank Holding Companies - 16.2%
Banc One Corp.                                                 880                    $ 51,755
Bayview Capital Corp.                                        6,500                     212,063
Reliance Bancorp, Inc.                                       2,750                     108,625
Riggs National Corp.                                         7,200                     207,450
Trans Financial Inc.                                         2,450                     135,975
United Bankshares, Inc.                                      4,600                     120,175
Wells Fargo & Co.                                              700                     257,950
                                                                                ---------------
                                                                                     1,093,993
                                                                                ---------------
Communications - 17.2%
360 Communications (a)                                       7,400                     226,162
Clearnet Communications Inc. (a)                            17,000                     236,937
DSC Communications, Inc. (a)                                10,100                     181,800
Paxon Communications Corp.                                  18,000                     241,875
Rural Cellular Corp (a)                                      8,400                     149,100
Western Wireless Corp.(a)                                    6,400                     124,800
                                                                                ---------------
                                                                                ---------------
                                                                                     1,160,674
                                                                                ---------------
Computer Services & Software - 2.3%
Intuit Inc. (a)                                              2,900                     154,244
                                                                                ---------------

Drugs - 6.8%
Dura Pharmaceuticals, Inc.                                   6,400                     169,600
                                                                                ---------------

Financial Services - 3.5%
FBR Asset Investment Corp. (b)                               5,000                     105,000
Lehman Brothers Holdings                                     1,800                     127,912
                                                                                ---------------
                                                                                ---------------
                                                                                       232,912
                                                                                ---------------
Healthcare & Healthcare Services - 12.0%
Capital Senior Living Corp.                                 16,000                     239,000
Integrated Health Services                                   3,600                     138,825
Mariner Health Corp.                                           710                      12,869
Paragon Health Network, Inc.(a)                              9,990                     186,688
St. Jude Medical Inc. (a)                                    6,500                     230,344
                                                                                ---------------
                                                                                ---------------
                                                                                       807,726
                                                                                ---------------
Insurance - 2.7%
Amerin Corp. (a)                                             5,800                     184,512
                                                                                ---------------

Media & Leisure - 7.0%
Century Communications-CL                                   17,000                     263,500
Lynch Corp. (a)                                              1,500                     156,750
US WEST Media Group, Inc. (a)                                1,400                      52,850
                                                                                ---------------
                                                                                       473,100
                                                                                ---------------
Fountainhead Special Value Fund - continued
Schedule of Investments - (Unaudited) - April 30, 1998 - continued

Common Stocks - continued                                 Shares                    Value
Oil & Gas Services - 13.7%
R & B Falcon Corp. (a)                                       6,900                     221,231
Rowan Companies, Inc. (a)                                    8,000                     235,500
Santa Fe International Corp.                                 6,900                     270,394
                                                                                ---------------
                                                                                ---------------
                                                                                       727,125
                                                                                ---------------
Oil & Gas Exploration & Production - 2.9%
Neuvo Energy Co. (a)                                         5,400                     192,375
                                                                                ---------------

Retail Stores - %
Duane Reade Inc.                                            12,000                     285,000
Dominick's Supermarkets, Inc                                 6,000                     240,375
Saks Holdings Inc.                                          10,000                     223,125
                                                                                ---------------
                                                                                ---------------
                                                                                       748,500
                                                                                ---------------

Thrifts, Savings & Loans -  11.6%
Ahmanson (H.F.) & Co.                                        1,750                     133,438
Bank United Financial (a)                                   14,500                     235,625
Coast Federal                                                1,300                      22,019
Dime Bancorp                                                 1,900                      58,306
Long Island Bancorp                                          2,400                     158,400
St. Paul Bancorp                                             2,000                      50,000
Sovereign Bancorp. Inc                                       6,480                     122,310
                                                                                ---------------
                                                                                       780,098
                                                                                ---------------
TOTAL COMMON STOCKS (Cost $5,510,512)                                                6,724,859
                                                                                ---------------

Money Market Securities - 0.2%
Star Treasury, 4.92%, 12/31/98 (Cost $10,431)                                           10,431
                                                                                ---------------

TOTAL INVESTMENTS - 100% (Cost $5,520,943)                                           6,927,665
Liabilities less other assets - (0.1%)                                                  (3,990)
                                                                                ---------------
Total Net Assets                                                              $      6,923,675
                                                                                ===============

<FN>

Legend
(a) non-income producing
(b) private placement
</FN>
</TABLE>
<PAGE>
Fountainhead Special Value Fund                                   April 30, 1998
Statement of Assets & Liabilities (Unaudited)

<TABLE>
<S>                                                           <C>       <C>  
Assets
Investment in securities, at value (cost $5,520,943)                     $           6,735,290
Subscriptions receivable                                                                   165
Dividends receivable                                                                     1,960
Interest receivable                                                                        634
                                                                           --------------------
     Total assets                                                                    6,738,049

Liabilities
Accrued investment advisory fee payable                          $ 6,578
Other payables and accrued expenses                                  171
                                                      -------------------
     Total liabilities                                                                   6,749
                                                                           --------------------

Net Assets                                                                         $ 6,731,300
                                                                           ====================

Net Assets consist of:
Paid in capital                                                          $           5,282,998
Accumulated undistributed net investment income                                         (8,955)
Accumulated undistributed net realized gain                                            242,910
Net unrealized appreciation on investments                                           1,214,347
                                                                           --------------------

Net Assets, for 412,933 shares                                                     $ 6,731,300
                                                                           ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($6,731,300/412,933)      $                  16.30
                                                                           ====================


</TABLE>
<PAGE>
Fountainhead Special Value Fund
Statement of Operations for the six months ended April 30, 1998 (Unaudited)


<TABLE>
<S>                                                                          <C>                   <C>
Investment Income
Dividend Income                                                                                     $               3,488
Interest Income                                                                                                    13,150
                                                                                                       -------------------
Total Income                                                                                                       16,638


Expenses
Investment advisory fee                                                        $             20,446
Administration fees                                                                          15,297
Transfer agent fees                                                                           6,952
Pricing & bookkeeping fees                                                                    4,800
Legal fees                                                                                    4,173
Custodian fees                                                                                3,346
Audit fees                                                                                      690
Registration fees                                                                            12,275
Shareholder reports                                                                           3,375
Trustees' fees                                                                                  270
Miscellaneous                                                                                   224
                                                                                 -------------------
Total operating expenses before reimbursement                                                71,848
Reimbursed expenses                                                                         (47,799)
                                                                                 -------------------
Total operating expenses                                                                                           24,049
                                                                                                       -------------------
Net Investment Income                                                                                              (7,411)
                                                                                                       -------------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                                                  257,818
Change in net unrealized appreciation on investment securities                              849,358
                                                                                 -------------------
Net gain (loss) on investment transactions                                                                      1,107,176
                                                                                                       -------------------
Net increase in net assets resulting from operations                                                $           1,099,765
                                                                                                       ===================


</TABLE>









Fountainhead Special Value Fund
Statement of Changes in Net Assets (Unaudited)
<TABLE>
<S>                                                                      <C>                   <C> 
                                                                           For the six             For the
                                                                          month period ended     period ended
Increase/(Decrease) in Net Assets                                         April 30, 1998          October 31, 1998 (a)      
Operations
  Net investment (loss)                                                          $ (7,411)             $ (1,544)
  Net realized gain                                                               257,818                19,269
  Change in net unrealized appreciation                                           849,358               364,989
                                                                         -----------------     -----------------
  Net Increase in net assets resulting from operations                          1,099,765               382,714
                                                                         -----------------     -----------------
Distributions to shareholders:
  From net investment income                                                            -                     -
  From net realized gain                                                          (34,177)                    -
                                                                         -----------------     -----------------
Total distributions                                                               (34,177)                    -
                                                                         -----------------     -----------------
Share Transactions
  Net proceeds from sale of shares                                              3,054,107             2,274,079
  Shares issued in reinvestment                                                    34,164                     -
  Shares redeemed                                                                 (51,760)              (27,592)
                                                                         -----------------     -----------------
Net increase in net assets resulting
  from share transactions                                                       3,036,511             2,246,487
                                                                         -----------------     -----------------
  Total increase in net assets                                                  4,102,099             2,629,201

Net Assets
  Beginning of period                                                           2,629,201                     -
                                                                         -----------------     -----------------
  End of period [including undistributed net investment loss of
    ($7,411) and ($1,544), respectively.                                      $ 6,731,300           $ 2,629,201
                                                                         =================     =================
<FN>

(a) December 31, 1996 (commencement of operations) to October 31, 1998

</FN>


</TABLE>







Fountainhead Special Value Fund
Financial Highlights (Unaudited)
Selected Per Share Data
<TABLE>
<S>                                                <C>                     <C>   
                                                           For the six          For the
                                                        month period ended    period ended
                                                          April 30, 1998   October 31, 1998 (c)

Net asset value, beginning of period                        $ 13.35                  $ 10.00
                                                     ============             ============
Income from investment operations
  Net investment income                                       (0.03)                   (0.02)
  Net realized and unrealized gain (loss)                      3.12                     3.37
                                                     ------------             ------------
Total from investment operations                               3.09                     3.35
                                                     ------------             ------------
Less Distributions
  From net interest income                                     -                        -
  From net realized gain                                      (0.14)
                                                     ------------
                                                     ------------             ------------
Total distributions                                           (0.14)
                                                     ------------             ------------
Net asset value, end of period                              $ 16.30                  $ 13.35
                                                     ============             ============

Total Return                                                  46.(a)                   40.(a)

Ratios and Supplemental Data
Net assets, end of period (000)                           $6,731                   $2,629
Ratio of expenses to  average net assets                       1.11%(a)(b)                 0.97%(a)
Ratio of expenses to  average net assets
  before reimbursement                                         3.33%(a)(b)                 8.25%(a)
Ratio of net investment income to
  average net assets                                         -(2.56)%(a)                  (0.16%(a)
Ratio of net investment income to average
  net assets before reimbursement                            -(0.34)%(a)                  (7.45)%(a)
Portfolio turnover rate                                      133.78%(a)                  130.63(a)
Average commissions paid                                       0.0529                   0.0637
<FN>

(a) Annualized
(b) For the period  November 1, 1997 to the fund's  advisor  agreed to reimburse
expenses (c) December 31, 1996 (commencement of operations) to October 31, 1998
</FN>
</TABLE>
<PAGE>

                         FOUNTAINHEAD SPECIAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998



NOTE 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 Funds investment objective is to provide long
term  capital  growth.  The Trust  Agreement  permits  the  trustees to issue an
unlimited number of shares of beneficial interest of separate series without par
value.

NOTE 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.



                         FOUNTAINHEAD SPECIAL VALUE FUND
                                               NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998


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 King Investment  Advisors,  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 November
1, 1997 through  April 30, 1998,  the Adviser has received a fee of $20,446 from
the Fund. The Adviser is voluntarily reimbursing certain Fund expenses. There is
no assurance that such reimbursement will continue in the future.










                         FOUNTAINHEAD SPECIAL VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998


NOTE 4.  CAPITAL SHARE TRANSACTIONS
   As of April 30, 1998 there was an unlimited  number of no par value shares of
capital stock authorized for the Fund. Paid in capital at April 30, 1998 was $.

     Transactions in capital stock were as follows:




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

                       For the six months    For the six months         For the               For the
                              ended                ended              period ended         period ended
                         April 30, 1998        April 30, 1998     October 31, 1997(a)   October 31, 1997(a)


                             Shares               Dollars                Shares               Dollars
     Shares sold             216,924             $3,054,108             199,337             $2,474,079
  Shares issued in
   reinvestment of
      dividends               2,614                 34,164                 -                     -
   Shares redeemed           (3,570)              (51,760)              (28,359)             (27,592)
                             -------              --------              --------             --------
                               215,968            $3,036,512            196,962             $2,246,487
<FN>
(a) For the period December 31, 1996 (commencement of operations) to October 31,
1997.
</FN>
</TABLE>

NOTE 5. INVESTMENTS

For the period from November 1, 1997 through April 30, 1998, purchases and sales
of  investment  securities,   other  than  short-term  investments,   aggregated
$5,949,938 and $2926,617,  respectively.  The gross unrealized  appreciation for
all securities totaled $1,214,525 and the gross unrealized  depreciation for all
securities  totaled $178 for a net unrealized  appreciation  of $1,214,347.  The
aggregate  cost of securities  for federal income tax purposes at April 30, 1998
was $5,520,943.

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>

May 2, 1998


Dear Shareholder:

The  events of the last few  months  have  convinced  us that the world has gone
crazy when it comes to the valuation of  securities.  In fact, we do not believe
that there is a "securities" market anymore.  Instead, we believe that it should
be called a "specurities"  market;  this would take the "secure" part out, while
spotlighting  the speculative  nature of the  marketplace.  The Corbin Small-Cap
Value Fund is not caught up in that madness and  consequently,  for the past six
months,  paid the price. While everyone would agree that Rome was not built in a
day, it seems that  fortunes  on Wall  Street can be made  almost that  quickly.
Pfizer, EntreMed, Lucent Technologies,  and a few others have been the latest to
be caught up in this tidal wave of speculative buying.

As we said in our first annual  report,  the Fund's goal is to produce a 12%-18%
return  per year.  With the Fund two  months  away  from its first  full year in
operation, we believe that will be achieved. More importantly, this return would
have been  delivered  whether  times were good or bad,  in my  opinion.  We have
assembled a group of securities  that are not really  correlated  with any major
market index; they are a group that will move based on their own fundamentals.


OVERALL PORTFOLIO CHARACTERISTICS AND COMMENTARY

As of April 30th, the portfolio contained 34 equities, with 100% of the money in
equity  securities,  and 0% in cash.  During the first quarter of the year,  our
research team has been on the road trying to find investment  opportunities that
have no risk  (defined as long term  impairment  of  capital)  and that have the
potential to double in price during the next  three-to-five  years.  This is the
same  thing  we have  been  doing  for  the  last  six  years,  with an  overall
accomplishment  of our goals. What has changed over that time is the view of the
market toward  certain  stocks and certain  industries.  In 1990, a broker could
have stood on the street corner at Seventh and Main in Fort Worth selling shares
of Chase,  Citicorp,  Travelers,  and Wells Fargo at 15% off their current price
and gotten few takers.  For decades,  these stocks  rarely  achieved any premium
over their book value;  today they stand at over 5X book. Which is closer to the
true valuation,  where they are now, or where they had been for decades?  When I
came to Fort Worth for school,  the hot stocks both here and on Wall Street were
Western  Company,  Gearheart,  and Pengo.  When the books  were  closed on these
stocks,  they all ended up in the worst  chapter  of them all:  Chapter  11. For
proof of how quickly things can change on Wall Street,  investors should look at
those three gems.

Some people think that our view is narrow-minded and pessimistic in this new era
of prosperity.  However,  many investors  have forgotten one thing:  risk.  When
everyone is convinced that a new time has dawned,  risk is at its highest point,
and  that  our  participation  is  limited  on the  downside.  The  way  this is
accomplished is through the "three Vs": virtue, verification,  and valuation. By
virtue of our  process,  we are going to turn up names  that over the  long-term
will be capable of doubling in price over our investment time horizon. These are
statistically cheap businesses that have favorable fundamentals. We verify these
facts by visiting the  companies  before we invest,  and then we revisit them to
make sure the situation  has not changed.  We invite you to call Dick Moeller at
VTEL,  Tim Duke at Steel of West  Virginia,  Jim  Beltrame at  Successories,  or
almost any other CEO of a stock in the  portfolio to ask about our  verification
and "hands-on"  activity.  Finally, our valuation techniques ensure that we will
receive  substantially  more than we are paying  for. We will not  "pay-up"  for
something that is trendy, despite its short-term momentum.

Runaway bull  markets have the ability to make smart people look dumb,  and dumb
people look pretty smart. After twenty years of buying stocks, we know that this
current  craze will also pass,  and when it does,  many  people will be weeping.
This  change may begin  tomorrow,  or not for some period of time.  However,  we
believe  that when it does  occur,  what we do and how we do it will have earned
the most important V, that of vindication.


PERFORMANCE DISCUSSION

As the saying goes, "Which would you rather have first, the good news or the bad
news?" The good news is that,  since June 30, 1997 (our inception date) the Fund
has returned 11.73%,  very close to our annual goal of 12%-18%.  The bad news is
that the Fund  generated a total  return of 1.30% for the six month period ended
April 30, 1998.  The Russell 2000 finished up 12.14% and the S&P 600 finished up
13.13%. This was a bitter pill to swallow, particularly because it appeared that
the half-year period would be relatively quiet, thanks to the profit picture and
steady U.S. interest rates.

The   "Magnificent   Seven"   (Duckwall-Alco,   Durakon,   Quanex,   Perceptron,
Successories,  VTEL, and RailTex) let the portfolio down. Since these securities
comprised a significant  portion of the  portfolio at the end of the period,  it
was  disappointing  to see them  languish.  With that in mind, we have taken the
initiative to encourage  these, and other portfolio  companies,  to move forward
with plans to increase shareholder value and investor interest. Our efforts have
succeeded  at several  firms,  so far and we will  continue to push for moves to
increase the value of the shares we hold. We are not satisfied to let our stocks
remain in their current  range,  because their  potential is too great.  If each
company adopts our programs to augment its already strong operating results,  we
believe these stocks' true potential will be shown.

DISCUSSION OF TRANSACTIONS

PURCHASES AND SALES

Purchase  of Aames  Financial  (AAM) - We built a position in this leader in the
sub-prime lending business, as the company adopted more conservative  accounting
practices, which should reduce some investor concerns.

Purchase of Bonded Motors (BMTR) - The company is one of the largest  rebuilders
of  automotive  engines  in the  country.  The firm  trades  at 11X this  year's
earnings estimate, with a 25%-30% projected growth rate.

Purchase of Dawson  Production (DPSI) - The company is a leader in the petroleum
and natural gas workover business in the Southwest.

Purchase  of Dawson  Geophysical  (DWSN) - The  company  is the  second  largest
on-shore geophysical company in the U.S.

Purchase of Delta  Finance Corp.  (DFC) - DFC is a sub-prime  lender in the same
industry as AAM. Delta has some of the most conservative gain-on-sale accounting
practices in the business, which, after our meeting with management, appeared to
make the stock dramatically undervalued. (See below)

     Purchase of Friendly Ice Cream  (FRND) - The company has a good  reputation
and  was  brought  public  at  a  low  -----------------------------------------
cash-flow multiple.

Purchase of GT Bicycles (GTBX) - The company is a leading manufacturer of mid-to
premium-priced  bicycles. The stock was purchased at 11X expected 1998 earnings,
and the company is estimated to grow 17% per year over the next 5 years.

Purchase of Lancer  Corp.  (LAN) - The company is the world's  leading  maker of
products to dispense  fountain  drinks.  It also makes other products related to
the beverage business.

     Purchase  of  Middleby  Corp.  (MIDD)  -  Middleby  is  the  leader  in the
institutional  restaurant equipment business. It trades at 12x earnings,  with a
15% growth rate.
Purchase  of Motor  Car  Parts &  Accessories  (MPAA)  - The  firm is a  leading
rebuilder of engine starters for the automotive industry.  It traded at 12X this
year's earnings and has a 20% growth rate.

Purchase of Play-by-Play Toys (PYBP) - The firm is a leader in the toy business,
as the Primary Warner Brothers licensee. The company also produces crane games.

Purchase of Republic Group (RGC) - The company recycles paper and is a leader in
the wallboard industry. It pays a slight dividend yield, along with great growth
prospects.

Purchase of Seitel (SEI) - Seitel is one of the leading geophysical firms in the
country. It has a 30% expected growth rate and was acquired at 15X earnings.

     Purchase of Unit Corp. (UNT) - The company is involved in the production of
oil and gas in the Anadarko and ------------------------------ Permian Basin.
Sale of  Altron  (ALTN)  - This  position  was  eliminated  due to its  relative
portfolio weighting.

Sale of  Alrenco  (RNCO)  - The  position  was  sold  after  it had  appreciated
significantly.

Sale of Award Software (AWRD) - This position was eliminated due to its relative
portfolio weighting.

Sale of Commercial  Intertech (TEC) - The company  reached its price  objectives
and was sold.

Sale of  Computational  Systems  (CSIN) - The  company was bought out by Emerson
Electric.

Sale of  Computer  Language  Research  (CLRI) - The company  was  bought-out  by
Thomson Corporation, at a premium of more than 100% above our purchase price.

Sale of Deflecta-Shield (TRUX) - The company was acquired by Lund.

Sale of  Delta  Financial  Corp.  (DFC) - We sold  the  stock  after  the  price
increased  80% in less than two  months.  While  this was not  intended  to be a
short-term  position,   the  rapid  appreciation  appeared  to  make  the  stock
relatively fairly valued.

Sale of  Flexsteel  Industries  (FLXS) - The  stock  was  sold due to its  price
appreciation.

Sale of Friendly Ice Cream (FRND) - The company showed poor prospects.

Sale of Galoob  Toys  (GAL) - After  beginning  to  question  the  future of the
company,  we took  advantage  of  aggressive  quarter-end  buying  to  sell  our
position.

Sale of Glenayre Technologies (GEMS) - The company did not realize its potential
within our target time period.

     Sale of Haggar  Corp.  (HGGR) - The  company  showed no  progress  toward a
rebound to its former level of profitability.

Sale of Oregon  Metallurgical  (OREM) - The company was bought out by  Allegheny
Teledyne.

Sale of Outback  Steakhouse  (OSSI) - We sold our  shares of Outback  Steakhouse
after the stock reached our target price.  The stock price  increased  just over
100% in the one year we owned it.

Sale of Quanex (NX) - This stock was sold due to the need in the  portfolio  to 
raise cash for stocks with  greater
- -------------------
potential.

Sale  of  Sterling  Electronics  (SEC)  - The  company  was  purchased  by  Bell
Industries.

Sale of TransCoastal  Marine Services (TCMS) - This stock was sold quickly after
its IPO, due to significant price appreciation.

Sale of Ultratech Stepper (UTEK) - The position was eliminated due to size.

Sale of Wellman (WLM) - The long-term outlook for the company deteriorated,  and
the expected  growth rate  declined.  We took  advantage of some strength in the
price to sell the stock.

DISCUSSION OF SELECTED INDIVIDUAL SECURITY HOLDINGS

The  following  are  interesting  developments  concerning  selected  securities
currently held in the portfolio:

Aames  Financial  (AAM) - Aames  received a $38 million  investment  from Ronald
Perelman and Gerald Ford, who acquired 9.9% of the company.  Several analysts on
Wall  Street  have  viewed  this move as a signal  that  Perelman  and Ford will
eventually buy-out Aames.

American  Residential  Services  (ARS) - The company took a one-time  charge for
severance costs,  lease costs, and reevaluation of the  implementation  of a new
management  information  system.  The charge led to lower than  expected  fourth
quarter earnings but should better position the company for 1998.

Cott  Corporation  (COTTF) - Cott  experienced the second largest gain in market
share in the soft drink industry, behind Coca-Cola. However, higher raw material
prices  and  increased  price  competition  from  Coke and Pepsi  resulted  in a
fourth-quarter loss.

Duckwall-Alco  Stores (DUCK) - Duckwall-Alco  continued its expansion by opening
18 new stores in Texas and New Mexico.  The openings brought the total number of
stores to 225, and the company anticipates having 247 by August, 1998.

Durakon Industries (DRKN) - The company announced plans to repurchase 10% of its
stock. In addition,  The Colonel's  International,  a manufacturer of automotive
accessories,  disclosed  that it had  approached  Durakon  to  discuss a merger.
Durakon responded by stating that it was not in the best interest of the Durakon
shareholders to pursue such a merger.

Perceptron (PRCP) - The company announced a share repurchase plan.

RMI Titanium  (RTI) - RTI  received  three new  contracts to supply  titanium to
Boeing, Northrop Grumman, and French military contractor Aerospatiale.

Reliability  Inc.  (REAL) -  Reliability  announced  plans to  close  its  North
Carolina   chip-testing   plant,   resulting  in  a   first-quarter   charge  of
approximately $0.05 per share. The company expects 1998 earnings to be about 10%
lower than earlier estimates, but still above 1997 results.

Steel of West Virginia  (SWVA) - The company  completed its plant  modernization
project during the first quarter.

Successories  (SCES) -  Successories  is nearing the final stages of testing its
golf-related  catalog,  which,  when  completed,  will be mailed to 1.2  million
subscribers of Golf Digest.

VTEL  Corporation  (VTEL) - VTEL  continued to make progress with its merger 
with CLIX and intends to have it fully
- -------------------------
integrated by July 31.

Walden Residential Properties (WDN) - The company announced plans to enter a $47
million joint venture with Grupe Co. The venture involves two developments  near
Sacramento and will expand the company's business in California.


FINAL THOUGHTS

The past six months was a disappointment  for our firm. While we have poured all
of our efforts into our  original  research,  the market has not rewarded  those
efforts. The "value" approach relies on the eventual "discovery" of its holdings
by the broader  market,  but most of our holdings have remained  undervalued  in
this market  environment.  We believe that this will change in the future,  with
our  process  being  rewarded.  We will  continue  to  execute  our  discipline,
realizing  that what we do should not be  measured  over a couple of years,  but
rather over a long-term horizon.

I  continue  to have  only  three  personal  investments;  my shares of Corbin &
Company  and my shares of this  Fund are two of those  three.  Over the last few
months,  I have bought more shares of the Fund and will continue to do so in the
future.  We have faith that our process will prove its worth, and we are excited
to have you here with us for this great adventure.



Sincerely,



David A. Corbin, CFA
President and Chief
Investment Officer
<PAGE>
Corbin Small-Cap Value Fund
Schedule of Investments -  April 30, 1998

<TABLE>

<S>                                                             <C>                     <C>                                   
Common Stocks - 100.0%                                           Shares                             Value
Auto Parts & Accessories - 5.8%
Bonded Motors Inc. (a)                                               8,000                       $ 85,000
Motor Car Parts and Accessories                                      2,000                         36,750
                                                                                         -----------------
                                                                                         -----------------
                                                                                                  121,750
                                                                                         -----------------
Bottled & Canned Soft Drinks - 3.5%
Cott Corp (Quebec)                                                  12,440                         72,696
                                                                                         -----------------

Building Materials - 1.8%
Republic Group Inc.                                                  2,000                         38,000
                                                                                         -----------------

Business Services - 4.7%
Vtel Corp. (a)                                                      17,410                         97,931
                                                                                         -----------------
                                                                                         -----------------

Catalog & Mail Order Services - 3.7%
Successories Inc. (a)                                               14,050                         77,275
                                                                                         -----------------

Computer Programming Services - 0.2%
Raster Graphics Inc. (a)                                             3,860                          5,187
                                                                                         -----------------

Construction - 3.9%
American Residential Services, Inc. (a)                              7,400                         80,937
                                                                                         -----------------

Department Stores - 3.7%
Duckwall Alco Stores (a)                                             4,260                         77,745
                                                                                         -----------------

Equipment Rental & Leasing - 1.0%
Lancer Corp. (a)                                                     1,500                         21,750
                                                                                         -----------------

Fabricated Metal Products -  6.3%
American Buildings Co.                                               1,630                         56,642
Butler Manufacturing Co.                                             1,980                         73,879
                                                                                         -----------------
                                                                                         -----------------
                                                                                                  130,521
                                                                                         -----------------
Corbin Small-Cap Value Fund
Schedule of Investments -  April 30, 1998 - continued

Common Stocks - continued                                                                           Value

Financial Services - 2.2%
Aames Financial                                                      3,400                       $ 46,537
                                                                                         -----------------

Food Service - 1.2%
Middleby Corp.                                                       3,000                         24,000
                                                                                         -----------------

Furniture Manufactures - 3.7%
Flexsteel Industries, Inc.                                           5,520                         76,935
                                                                                         -----------------

Measuring & Controlling Devices - 3.4%
Perceptron Inc.  (a)                                                 4,650                         70,912
                                                                                         -----------------

Metal Mining - 2.7%
RMI Titanium (a)                                                     2,500                         55,781
                                                                                         -----------------

Oil & Gas Services & Exploration - 5.1%
Dawson Geophysical Co.                                               1,200                         20,850
Dawson Production Services                                           1,600                         21,000
Seitel Corp.                                                         2,500                         42,188
Unit Corp.                                                           2,200                         21,450
                                                                                         -----------------
                                                                                         -----------------
                                                                                                  105,488
                                                                                         -----------------

Power Distribution - 4.0%
Reliability Inc. (a)                                                 6,700                         82,912
                                                                                         -----------------

Railroads - 4.0%
Rail Tex Inc. (a)                                                    5,700                         84,431
                                                                                         -----------------

Real Estate - 3.9%
Walden Residential Properties                                        3,300                         80,437
                                                                                         -----------------

Recreational Vehicles - 10.1%
Arctic Cat Inc.                                                      9,470                         94,700
Durakon Industries Inc. (a)                                         10,780                        115,885
                                                                                         -----------------
                                                                                         -----------------
                                                                                                  210,585
                                                                                         -----------------
Restaurants - 4.1%
Lone Star Steakhouse & Saloon (a)                                    4,030                         85,638
                                                                                         -----------------

Trucks/Trailers - 4.0%
Wabash National Corp.                                                2,715                         83,826
                                                                                         -----------------

Steel Manufacturing - 13.4%
Insteel Industries                                                   9,180                         67,130
Quanex Corp.                                                         2,580                         75,627
Steel West Virgina Inc.(a)                                           9,540                        109,710
Webco Industries (a)                                                 3,000                         27,375
                                                                                         -----------------
                                                                                         -----------------
                                                                                                  279,842
                                                                                         -----------------
Toys - 3.6%
GT Bicycles, Inc.(a)                                                 6,800                         44,200
Play by Play Toy & Novelties (a)                                     1,800                         30,600
                                                                                         -----------------
                                                                                         -----------------
                                                                                                   74,800

TOTAL COMMON STOCKS (Cost $2,138,758)                                                         $ 2,085,916
                                                                                         -----------------
TOTAL INVESTMENTS - (Cost $2,138,758)                                                           2,085,916
Other Assets less liabilities - 0.0%                                                               (2,576)
                                                                                         -----------------
Total Net Assets - 100.0%                                                              $        2,083,340
                                                                                         =================


Legend
(a) non-income producing


</TABLE>
<PAGE>
Corbin Small-Cap Value Fund                                       April 30, 1998
Statement of Assets & Liabilities (Unaudited)

<TABLE>
<S>                                               <C>                   <C>   
Assets
Investment in securities, at value (cost $2,138,758)                     $           2,085,916
Receivable for fund shares sold                                                          1,836
Interest receivable                                                                        594
                                                                           --------------------
     Total assets                                                                    2,088,346

Liabilities
Due to custodian bank                               $              2,864
Accrued investment advisory fee payable                            2,099
Payable for fund shares redeemed                                      43
                                                      -------------------

     Total liabilities                                                                   5,006
                                                                           --------------------

Net Assets                                                                         $ 2,083,340
                                                                           ====================

Net Assets consist of:
Paid in capital                                                          $           2,086,794
Accumulated undistributed net investment income                                           (937)
Accumulated undistributed net realized gain                                             50,325
Net unrealized appreciation on investments                                             (52,842)
                                                                           --------------------

Net Assets, for  198,531 shares                                                    $ 2,083,340
                                                                           ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($2,083,340/198,531)      $                  10.49
                                                                           ====================


</TABLE>


<PAGE>
Corbin Small-Cap Value Fund
Statement of Operations for the six month period ended April 30, 1998
 (Unaudited)
<TABLE>

<S>                                                                          <C>                   <C>
Investment Income
Dividend Income                                                                                     $               7,714
Interest Income                                                                                                     3,368
                                                                                                       -------------------
Total Income                                                                                                       11,082


Expenses
Investment advisory fee                                                        $             10,570
                                                                                 -------------------
Total Operating Expenses                                                                                           10,570
                                                                                                       -------------------
Net Investment Income (Loss)                                                                                          512
                                                                                                       -------------------

Realized & Unrealized Gain
Net realized gain on investment securities                                                  135,370
Change in net unrealized appreciation on investment securities                              (97,533)
                                                                                 -------------------
                                                                                                       -------------------
Net gain (loss) on investment securities                                                                           37,837
                                                                                                       -------------------
Net increase in net assets resulting from operations                                                $              38,349
                                                                                                       ===================


</TABLE>
Corbin Small-Cap Value Fund
Statement of Changes in Net Assets (Unaudited)
<TABLE>
<S>                                                                             <C>                     <C>    
                                                                                    For the six month    For the period
                                                                                   period ended              ended
Increase/(Decrease) in Net Assets                                                 April 30, 1998         October 31, 1997 (a)
Operations
  Net investment income (loss)                                                             $ 512                   $ (5)
  Net realized gain                                                                      135,370                  5,918
  Change in net unrealized appreciation                                                  (97,533)                44,691
                                                                                  ---------------        ---------------
  Net Increase in net assets resulting from operations                                    38,349                 50,604
                                                                                  ---------------        ---------------
Distributions to shareholders:
  From net investment income                                                              (1,444)
  From net realized gain                                                                 (90,963)                     -
                                                                                  ---------------        ---------------
                                                                                  ---------------
  Total distributions                                                                    (92,407)
                                                                                  ---------------
Share Transactions
  Net proceeds from sale of shares                                                       844,561              1,283,875
  Shares issued in reinvestment                                                           86,814                      -
  Shares redeemed                                                                       (128,408)                   (48)
                                                                                  ---------------        ---------------
                                                                                  ---------------
  Net increase in net assets resulting from share transactions                           802,967              1,283,827
                                                                                  ---------------        ---------------
  Total increase in net assets                                                           748,909              1,334,431

Net Assets
  Beginning of period                                                                  1,334,431                      -
                                                                                  ---------------        ---------------
  End of period [including undistributed net investment loss of ($5)]                $ 2,083,340            $ 1,334,431
                                                                                  ===============        ===============
<FN>

(a) June 30, 1997 (commencement of operations) to October 31, 1997.
</FN>
</TABLE>
<PAGE>





Corbin Small-Cap Value Fund
Financial Highlights
<TABLE>
<S>                                                 <C>                   <C>
Selected Per Share Data                               For the six month       For the period
                                                        period ended        ended
Net asset value,                                       April 30, 1998      October 31, 1997 (a)
Net asset value, beginning of period                         $11.03               $10.00
                                                     ------------        -------------
Income from investment
  Operations
  Net investment income                                        0.00                 0.00
  Net realized and
  unrealized gain (loss)                                       0.10                 1.03
                                                     ------------        -------------
Total from investment operations                               0.10                 1.03
                                                     ------------        -------------
Less Distributions
  From net interest income                                    (0.01)                0.00
  From net realized gain                                      (0.63)                0.00
                                                     ------------        -------------
                                                     ------------
Net asset value,                                              (0.64)
                                                     ------------
Net asset value, end of period                               $10.49               $11.03
                                                     ============        =============

Total Return                                                   2.62(a)               30.32(a)

Ratios and Supplemental Data
Net assets, end of period (000)                           $2,083               $1,334
Ratio of expenses to
  average net assets                                           1.25(a)                1.23(a)
Ratio of net investment income to
  average net assets                                           0.06(a)                0.00(a)
Portfolio turnover rate                                       67.01(a)               20.41(a)
Average commissions paid                                       0.05232              0.0681

(a)   Annualized
</TABLE>

<PAGE>
                           CORBIN SMALL-CAP VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998


NOTE 1.  ORGANIZATION

The Corbin  Small-Cap  Value Fund. (the "Fund") was organized as a series of the
AmeriPrime  Funds,  an Ohio business trust (the  "Trust"),  on June 10, 1997 and
commenced  operations  on June 30,  1997.  The  Trust is  registered  under  the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management  investment  company.  The  investment  objective  of the  Fund is to
provide long term capital appreciation to its shareholders.  The Trust Agreement
permits  the  trustees  to issue an  unlimited  number of  shares of  beneficial
interest of separate series without par value.

NOTE 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.


                           CORBIN SMALL-CAP VALUE FUND
                                               NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998


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  Corbin & Company  (the  "Adviser")  to manage the Fund's
investments.   David  A.  Corbin  ,  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
1.25% of the average daily net assets of the Fund.  For the period from November
1, 1997 through April 30, 1998,  the Adviser  received a fee of $10,570 from the
Fund.

The Fund retains AmeriPrime  Financial Services,  Inc. (the  "Administrator") to
manage the funds  business  affairs  and  provide  the fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the six months ended April 30, 1998, the Administrator  received
fees of $15,000  from the Adviser for  administrative  services  provided to the
fund.

The fund retains AmeriPrime Financial Securities,  Inc. (the Distributor) to act
as the principal distributor of fund shares, there were not any payments made to
the Distributor for the six month period ended April, 30, 1998.  Certain members
of  management  of the  Administrator  and the  Distributor  are also members of
management of the AmeriPrime Trust.


                           CORBIN SMALL-CAP VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998

NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1998 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1998 was
$2,086,794.

     Transactions in capital stock were as follows:



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

                       For the six months    For the six months      For the period       For the period
                         ended April 30,      ended April 30,      ended October 31,     ended October 31,
                              1998                  1998                  1997                 1997

                             Shares               Dollars                Shares               Dollars
     Shares sold             131,279             2,033,840              120,985             $1,283,875
  Shares issued in
   reinvestment of
      dividends              53,733               758,703                  -                     -
   Shares redeemed          (46,444)             (782,627)                (4)                  (48)
                            --------             ---------                ---                  ----
                               138,568             2,009,916               120,981         $1,283,827
</TABLE>

NOTE 5. INVESTMENTS

For the period from November 1, 1997 through April 30, 1998, purchases and sales
of  investment  securities,   other  than  short-term  investments,   aggregated
$1,439,974 and $568,340, respectively. The gross unrealized appreciation for all
securities  totaled  $122,848  and the  gross  unrealized  depreciation  for all
securities  totaled $175,690 for a net unrealized  depreciation of $52,842.  The
aggregate  cost of securities  for federal income tax purposes at April 30, 1998
was $2,085,916.

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>
Florida Street Funds
Letter to Shareholders
April 30, 1998

Dear  Fellow Shareholders,

    I am pleased to present the first  semi-annual  report of the Florida Street
Funds.  This report  covers  activity in the funds  during the six month  period
ended  April 30.  The  report  includes  an  investment  review  by each  fund's
portfolio  manager,  followed by security holdings and financial  statements for
the period.
     The last six months  have been a period of  significant  progress  for your
fund family.  Net assets  totaled  $9,406,489 as we began this fiscal year,  and
have now grown to $18,212,914.  In addition, due to the Florida Street Bond Fund
surpassing $10 million in net assets, the fund was assigned a ticker of "FLSBX".
This gives investors daily access to price and dividend information.
The Economy
    Even casual  observers  now know that the economic  backdrop for the capital
markets has been nearly perfect. In our judgment,  it remains so. Three economic
measures  with  particular  influence  on our  domestic  markets are GDP growth,
inflation and interest rates.
          GDP Growth.  None of the classic signs of recession  risk are evident.
Inventories are in general  balance.  The Federal  Reserve's  impulse to further
move to a more  restrictive  monetary  policy is stayed by the drag of the Asian
crisis  on the U.S.  economy,  the  global  weakness  in  prices  of  goods  and
commodities,  and  importantly,  the  productivity  gains in the U.S. which have
allowed wage levels to rise but have kept labor costs low. We expect GDP to rise
2.9% in 1998 with continued gains in the 1.5%-2.5% range in 1999.
          Inflation. If there is one macro-economic measure to obsess over, this
would be an excellent choice. However, the outlook here remains positive. Recent
market  action  indicates  that  equities  can  advance  even  in  the  face  of
decelerating earnings so long as the factors that drive the price/earnings ratio
(notably  inflation) are sufficiently  positive.  Many investors have noted that
the equity market as a whole seems insensitive to disappointing earnings news at
the  moment.  The  lesson  that can be  learned  from this  observation  is that
inflation  news may hold the key to  market  valuation  in future  months.  Even
modest news on the  inflation  front may move stock  prices  more than  earnings
announcements. We forecast that inflation in 1998 will be under 2.0%.
          Interest Rates. Due to the Federal  Reserve's  reluctance to cut short
rates  when the  economy is so strong  and the labor  market so tight,  interest
rates have not followed  inflation  down in full measure.  But there is downward
pressure on short term rates despite the strong economy, and this influences the
valuation  investors  are placing on U.S.  equities.  Despite  the Fed's  recent
change in bias towards tighter credit,  we believe there is a reasonable  chance
of a rate cut in the second half of this year, bringing short term rates down.
   On a more cautionary  note, we would not be surprised to see a brief economic
scare emerge.  The most likely and most damaging would be an interruption in the
steam  of  good  news  on  the  inflation  front.   Whether   influenced  by  El
Nino-influenced  vegetable  prices,  an upturn  in oil  prices,  or a  seemingly
aggressive labor contract settlement, coming after so much positive news such an
event could easily have a short-term adverse effect on the equity markets.  This
possibility  should  concern  traders but has less  significance  for  strategic
investors.
   We currently see a small gap between equity values and current interest rates
and earnings.  This gap does not appear large enough to trigger a shift in asset
allocation,  but it does make equities  vulnerable to a negative surprise in the
underlying fundamental trends discussed above. Our view is that this gap will be
eliminated and further  modest price gains realized over the next 12 months.  As
long as the underlying trends favor continued low inflation,  low interest rates
and higher  earnings,  equity will remain the asset of choice,  and that will be
reflected in historically high P/E ratios.
   Thank you for joining us as fellow  shareholders of the Florida Street Funds.
We will continue to work to justify your confidence.


Sincerely,


Walter A. Morales
President and Chief Investment Officer
Commonwealth Advisors, Inc.
<PAGE>
For the  six-month  period  ending  4/30/98,  Florida  Street Bond Fund returned
5.01%. This compares with a return of 5.38% for the Salomon Gov't/Corp Index and
5.62% for the Merrill Lynch High Yield Bond Index.

As of 4/30/98,  the fund  contained 81 issues.  The fund has an average yield to
maturity of 10.019% and an average maturity of 8.58 years.

The last six months  was a  favorable  environment  for high  yield  bonds.  The
economy has continued to expand, but many economists believe that if the economy
maintains  its  current  growth  rate,  the Federal  Reserve  will move to raise
interest  rates later this year. We do not expect  interest rates to rise in the
near future and would not be surprised if the next major move in interest rates,
which should occur early next year, results in a drop in interest rates. We base
this belief on continued  economic  troubles in Asia and an expected slowdown in
U.S. economic growth. If this scenario unfolds,  it may not be favorable to high
yield bonds.  We continue to monitor the relative value of investment  grade and
non-investment grade bonds and at this moment, we prefer higher quality bonds.

A portion of the your funds  portfolio  is  invested in  distressed  securities,
primarily  corporate bonds.  While this sector has provided  exciting returns in
the past,  we are finding it difficult  to find  acceptable  securities  in this
sector of the market. It may be that the economy has performed so well that very
few  distressed  companies  are available  for  investment.  We believe that one
should  look at where we are in the credit  cycle.  It is highly  possible  that
credit is too available,  to both  consumers and business.  If this is the case,
one would expect to see more companies  experiencing  financial  distress in the
next several quarters.

The  international  sector of the bond market has produced enticing returns over
the  last  six  months.   However,  the  fund  has  a  very  low  allocation  to
international  bonds.  Concerns over the Asian economies and the affect on other
countries  have caused us to  maintain a very low  allocation  to  international
bonds. While the market for Asian bonds has rallied, prices are still lower than
they were one year ago.  Despite of the lower prices,  we do not find the market
attractive  and do not  believe  that  investors  in  these  markets  are  being
compensated for the risks they are taking.

Looking forward,  the bond market should continue to benefit from low inflation.
This has allowed bond investors to receive  higher  inflation  adjusted  returns
than in previous  years.  We think this  supports a bullish  outlook on the bond
market. Bonds are also benefiting from increased purchases by foreign investors.

While we believe the outlook for bonds is quite favorable,  investing in bond is
not  without  risk.  The  economy  continues  to  perform  very  well,  and some
economists  believe that if the economy  continues to expand at its current rate
interest rates will have to rise.  While an increase in interest rates would not
benefit the bond market in the short run, we continue to feel that any rise will
be  short-lived.  It is more likely,  in our  opinion,  that the strength of the
economy is preventing the rates from rallying.

Florida Street Bond Fund
Schedule of Investments - April 30, 1998 - (Unaudited)

<TABLE>

<S>                                                                   <C>                 <C>                                    
Common Stock - 4.7%                                                    Shares              Value
Colonial Properties Trust                                                    3,000 $            89,062
JPS Textile Group Inc.                                                       4,997              58,715
Liberty Property Trust                                                       3,800              97,138
Metals USA Inc.                                                              5,000              97,500
Patriot American Hospitality, Inc.                                           2,000              50,500
Phone Tel Technologies PFD                                                   4,000             216,000
Service Merchandise Co. (a)                                                 10,000              21,250
TNP Enterprises, Inc.                                                        1,525              49,181
Western Resources, Inc.                                                        700              27,344
                                                                                     ------------------
TOTAL COMMON STOCK (Cost $729,252)                                                             706,690
                                                                                     ------------------
                                                                        Par
Corporate Bonds - 87.5%                                                Value                     Value
Allied Waste Industries, 0.00%, 6/1/02                                     150,000             111,375
American Restaurant 11.5%, 2/15/03                                         300,000             301,500
American Restaurant 11.5%, 2/15/03                                         200,000             201,000
American Rice Inc., 13.0%, 7/31/02                                         260,000             208,000
American Standard 7.37%, 4/15/05                                           350,000             345,761
American Standard Cos. 7.37%, 02/01/08                                     100,000              97,250
Amscan Holdings, Inc. 9.87%, 12/15/07                                      250,000             262,500
Bally Total Fitness Holding Ser. B. 9.87%, 10/15/07                        150,000             157,125
Beazer Gines USA 8.87%m 4/1/08                                             250,000             252,500
Beckman Coulter 7.45% 3/4/08                                               250,000             250,909
BHP Finance USA Put Bonds 6.42%, 3/1/26                                    200,000             198,753
Brazos Sportswear, 10.50%, 7/1/07                                          350,000             353,063
Brauns Fashions, 12.00%, 1/1/05                                            400,000             394,000
Building Materials Corp, 8.00% 10/15/07                                    100,000             100,750
CD Radio Inc. 0.0%,12/1/07                                                 250,000             146,875
Cablevision Systems, 8.125%, 8/15/09                                       150,000             157,500
Callon Petroleum, 10.0%, 12/15/01                                          145,000             148,806
Cirrus Logic Inc. 6.0%, 12/15/03                                           205,000             158,362
Clark Refining & Marketing, Inc. 8.38%, 11/15/07                           250,000             253,750
Cleveland Electric Illum, 9.00%, 7/01/23                                   100,000             109,334
Covad Comm. Group 0.0%, 3/11/03                                            250,000             138,125
DiGiorgio Corp., 10%, 6/15/07                                              100,000             100,000
Edison Brothers Stores 11.0%, 9/26/07                                      100,000              93,500
Executive Risk Cap Trust 8.68%, 2/1/27                                     200,000             216,978
First Union Florida 6.18%, 2/15/36                                         250,000             249,361
Global Star, 11.25%, 6/15/04                                               215,000             221,987
HIH Capital Ltd., 7.50%, 9/25/06                                           250,000             197,500
Homeland Stores, 10.0% 8/1/03                                               85,000              78,200
Hovnanian K Enterprises, 9.75% 6/1/05                                      100,000             101,250
Florida Street Bond Fund
Schedule of Investments - April 30, 1998 (Unaudited) - continued
                                                                        Par
Corporate Bonds - continued                                            Value               Value
Integrated Health Services, 9.25%, 1/15/08                                 250,000             258,125
Iron Mountain Inc. 8.75%, 9/30/09                                          100,000             102,500
Jackson Products Inc. 9.50%, 4/15/05                                       125,000             124,214
K Mart Corp 8.00%, 12/13/01                                                 15,000              15,374
Lechters Inc. 5.00%, 9/27/01                                               150,000             127,500
Mastellone Herma 11.75%, 4/1/08                                            250,000             261,250
Maxim Group Inc. 9.25%, 10/15/07                                           150,000             153,750
McLeod USA Inc. 0.0%, 3/01/02                                              150,000             112,125
Microcell Telecom, 0%, 12/00/01                                            300,000             224,250
Mrs. Fields Orig. 10.12%, 12/1/04                                          350,000             350,000
National Equipment 10.0%, 11/30/04                                         150,000             162,750
Niagra Mohawk Power Corp., 9.50% 3/1/21                                    250,000             265,777
Nine West Group Inc. 9.0%, 8/15/07                                         150,000             145,500
Ohio Savings Capital Trust I, 9.50%, 6/03/27                               325,000             357,610
Paging Net Brasi 13.5%, 6/06/05                                            200,000             201,500
Pamida Inc. 11.75%, 3/15/03                                                105,000             108,150
Pathmark Stores 0.0%, 11/1/03                                              250,000             200,000
Perkins Family Resturants 10.12%, 12/15/07                                  80,000              85,200
Petroleum HT & PWR 12.25%, 2/1/05                                          100,000              98,750
Phar-Mor Inc. 11.72%,  9/11/02                                              55,000              58,300
RNC Corp. 0.0%, 2/15/03                                                    250,000             158,750
Ram Energy 11.5%, 2/15/08                                                  500,000             507,500
Revlon 8.62%, 2/1/08                                                       250,000             250,625
Riverwood Intl Corp  10.25%, 4/1/06                                        500,000             520,000
Service Merchandise 9.0%, 12/15/04                                         500,000             379,375
Specialty Foods Corp. 11.25%, 8/15/03                                      100,000              92,500
Specialty Foods 0.00%, 8/15/05                                             250,000              97,500
Speedy Muffler King 10.875% 10/1/06                                        100,000              89,500
TCI Satellite 0.0%, 02/01/02                                               250,000             178,750
Telewest PLC. 0.0%, 10/1/00                                                250,000             202,500
Triangle Capital Trust 9.375%, 6/1/27                                      325,000             357,604
Trico Marine Services 8.50%, 8/1/05                                        115,000             115,575
Trump Atlantic Association Funding Inc.  11.25%, 5/1/06                    100,000             100,000
UDC Homes, 12.50%, 5/1/00                                                  135,000             137,025
Unisys Corp. 7.88%, 4/1/08                                                 250,000             250,625
United Refining Co. 10.75%, 6/15/07                                        180,000             182,700
Zilog Inc. 9.5%, 3/1/05                                                    500,000             435,000
                                                                                     ------------------
TOTAL CORPORATE BONDS                                                                       13,074,168
                                                                                     ------------------
 (Cost $ 12,736,974)
U.S. Government Obligations - 5.5%
FHR 1496 PA, 8/15/22                                                       221,859             210,109
FHR 1652 SC                                                                111,810             112,849
FNMA 1993-167 5.09%,9/25/23                                                164,389             158,434
FNMA FRN 1994-51 SA 0.0%, 3/25/24                                          100,000              59,657
Freddie Mac FRN 0.0%, 9/15/22                                              100,000              84,574
Freddie Mac FHR 1560  7.87%, 11/15/22                                      214,390             199,253
                                                                                     ------------------
TOTAL U.S. GOVERNMENT OBLIGATIONS                                                              824,876
                                                                                     ------------------

Money Market Securities - 0.7%
Star Treasury 4.82% 10/31/98 (Cost $96,626)                                                     96,626
                                                                                     ------------------

TOTAL INVESTMENTS  - 98.4% (Cost $14,607,661)                                               14,702,360
Other Assets less liabilities - 1.6%                                                           242,511
                                                                                     ------------------
TOTAL NET ASSETS - 100.0%                                                                   14,944,871
                                                                                     ==================

</TABLE>
Florida Street Bond Fund                                          April 30, 1998
Statement of Assets & Liabilities (Unaudited)

<TABLE>
<S>                                                          <C>               <C>   
Assets
Investment in securities, at value (cos$14,607,661)                             $          14,702,360
Dividends receivable                                                                            1,650
Interest receivable                                                                           298,611
Other receivables                                                                             108,724
                                                                                  --------------------
     Total assets                                                                          15,111,345

Liabilities
Payable for investments purchased                                        58,086
Accrued advisory fee                                                      8,738
Dividends payable                                                        99,651
                                                              ------------------
     Total liabilities                                                                        166,475
                                                                                  --------------------

Net Assets                                                                               $ 14,944,870
                                                                                  ====================

Net Assets consist of:
Paid in capital                                                                 $          14,850,534
Accumulated undistributed net investment income                                                (2,679)
Accumulated undistributed net realized gain (loss) on investments                               2,316
Net unrealized appreciation on investments                                                     94,699
                                                                                  --------------------

Net Assets, for 1,489,746 shares                                                         $ 14,944,870
                                                                                  ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($14,944,870/1,489,746)          $                  10.03
                                                                                  ====================


</TABLE>







Florida Street Bond Fund                                          April 30, 1998
Statement of Assets & Liabilities (Unaudited)

<TABLE>
<S>                                                          <C>               <C>   
Assets
Investment in securities, at value (cos$14,607,661)                             $          14,702,360
Dividends receivable                                                                            1,650
Interest receivable                                                                           298,611
Other receivables                                                                             108,724
                                                                                  --------------------
     Total assets                                                                          15,111,345

Liabilities
Payable for investments purchased                                        58,086
Accrued advisory fee                                                      8,738
Dividends payable                                                        99,651
                                                              ------------------
     Total liabilities                                                                        166,475
                                                                                  --------------------

Net Assets                                                                               $ 14,944,870
                                                                                  ====================

Net Assets consist of:
Paid in capital                                                                 $          14,850,534
Accumulated undistributed net investment income                                                (2,679)
Accumulated undistributed net realized gain (loss) on investments                               2,316
Net unrealized appreciation on investments                                                     94,699
                                                                                  --------------------

Net Assets, for 1,489,746 shares                                                         $ 14,944,870
                                                                                  ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($14,944,870/1,489,746)          $                  10.03
                                                                                  ====================


</TABLE>
Florida Street Bond Fund
Statement of Operations (Unaudited) for the six month period ended 
April 30, 1998
<TABLE>
<S>                                              <C>                      <C>   

Investment Income
Dividend Income                                                            $              24,246
Interest Income                                                                          446,878
                                                                             --------------------
Total Income                                                                             471,124


Expenses
Advisory fee                                         $              39,227
                                                       --------------------
Total Expenses                                                                            39,227
                                                                             --------------------

Net Investment Income                                                                    431,897
                                                                             --------------------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities                   (2,679)
Change in net unrealized appreciation
  (depreciation) on investment securities                           54,640
                                                       --------------------
Net gain (loss)                                                                           51,961
                                                                             --------------------
Net increase (decrease) in net assets resulting                            $             483,858
                                                                             ====================
  from operations





</TABLE>
Florida Street Bond Fund
<TABLE>
<S>                                                               <C>                       <C>
Statement of Changes in Net Assets (Unaudited)                          For the six           For the period
                                                                           months ended           ended
                                                                      April 30, 1998          October 31, 1997
Increase in Net Assets
Operations
  Net investment income                                             $         431,897                105,474
  Net realized gain (loss) on securities transactions                          (2,679)               (97,781)
  Change in net unrealized appreciation                                        54,640                 40,059
                                                                      ----------------        ---------------
  Net Increase in net assets resulting from operations                        483,858                 47,752
                                                                      ----------------        ---------------
Distributions to shareholders:
  From net investment income                                                 (429,616)                (7,658)
  From net realized gain                                                            -                      -
  Return of capital                                                                 -                (97,781)
                                                                      ----------------        ---------------
  Total distributions                                                        (429,616)              (105,439)
Share Transactions
  Net proceeds from sale of shares                                          7,344,576              7,463,588
  Shares issued in reinvestment                                               435,404                      -
  Shares redeemed                                                            (178,360)              (116,893)
                                                                      ----------------        ---------------
Net increase in net assets resulting
  from share transactions                                                   7,601,620              7,346,695
                                                                      ----------------        ---------------
  Total increase in net assets                                              7,655,862              7,289,008

Net Assets
  Begining of period                                                        7,289,008                      -
                                                                      ----------------        ---------------
  End of period [including
    undistributed net investment income of $2,316                   $      14,944,870              7,289,008
                                                                      ================        ===============
     an $35 respectively.]



</TABLE>



Florida Street Bond Fund
Financial Highlights
<TABLE>
<S>                                                <C>                       <C>                 
                                                          For the six            For the period
                                                          months ended         ended
                                                         April 30, 1998         October 31, 1997
Selected Per Share Data
Net asset value, beginning of period                             $9.95               $10.00
                                                     ---------------        -------------
Income from investment operations
  Net investment income                                           0.38                 0.21
  Net realized and unrealized gain(loss)                          0.08                (0.12)
                                                     ---------------        -------------
Total from investment operations                                  0.46                 0.09
                                                     ---------------        -------------
Less Distributions
  From net interest income                                       (0.38)               (0.02)
  From net realized gain(loss)                                    0.00                 0.00
  Return of capital                                               0.00                (0.12)
                                                     ---------------        -------------
                                                     ---------------        -------------
Total distributions                                              (0.38)               (0.14)
                                                     ---------------        -------------
Net asset value, end of period                                  $10.03                $9.95
Total Return                                                      5.01(a)                3.69(a)
Ratios and Supplemental Data
Net assets, end of period (000)                             $14,945               $7,289
Ratio of expenses to average net assets                           0.75(a)                0.53(a)
Ratio of net investment income to average net assets              8.22(a)                3.95(a)
Portfolio turnover rate                                           3.29%               60.55%
Average commission rate                                           0.08207              0.0339

(a)    Annualized
(b) For the period August 4, 1997 (commencement of operations)


</TABLE>
<PAGE>
Florida Street Growth Fund
Results as of April 30, 1998

Fund/Indices                         Six Months
Life of Fund*

Florida St. Growth Fund          9.5%                             13.2%

S&P Small Cap 600  Index     13.1%                             16.0%

S&p Mid Cap 400 Index         19.2%                             18.7%

S&P 500  Index
22.5%                             17.1%

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


Fellow Shareholders,

   During the six months ended April 30, 1998,  the Florida  Street  Growth Fund
achieved a total return of 9.50%.  Since the fund's inception on August 6, 1997,
its return has been 13.2%. It is useful to compare this return to that of medium
and small  capitalization  indexes  due to the broad  range of market cap in the
fund's  holdings.  It is  evident  from the table  above  that the stock  market
continued to be led by large companies.  During the last six months, the S&P 500
has outdistanced the S&P 600 by an astounding 9.4%.
   Your  fund's  returns  trailed the general  market for several  reasons.  The
primary reason was the defensive stance we took following the fund's  inception.
We did not chase rapidly  rising  stocks,  and we held reserves of 12-15% during
much of the  period.  During the most  recent  months,  we found few  compelling
purchase  candidates.  Additionally,  we initiated and held positions in several
energy service stocks such as Tuboscope,  Pride  International and Halter Marine
which have exciting outlooks but whose performance suffered as investors worried
about the effect of declining oil prices on the industry's  backlog. We continue
to hold these stocks which, we believe, offer compelling value. The recent price
performance of this group has been encouraging as well.
   Overall, stock selection has had a positive effect on fund results. Among the
best  performers  for the period were  specialty  retailers  Dollar  General and
Goody's  Family  Clothing.  They are 47% and 78% above your cost,  respectively.
Sales trends continue to look healthy at these companies.
   We are also very pleased with the investments made in the temporary  staffing
industry.  You own three  companies  involved  in the most  dynamic  segment  of
temporary staffing; information technology professionals. Accustaff, Cotelligent
Group and Metamor Worldwide (formerly Corestaff) have all contributed positively
to the fund's results. Your returns on cost are 23%, 32% and 27%,  respectively.
These  companies are benefiting  from Year 2000 spending by  corporations  and a
growing trend toward outsourcing of many IT functions.
   There were some  disappointments  during the period. The most significant may
have  been  the  announcement  by  Cendant  that  accounting  errors  in  a  CUC
International  unit,  which was  recently  merged  into  Cendant,  would  reduce
earnings significantly.  We continue to hold the stock, as we believe management
is very capable and will make the merger a successful one.
   Another disappointing  investment was Lone Star Technologies,  a Manufacturer
of oilfield  tubular  goods.  Our purchase  was  ill-timed,  as  investors  were
becoming more concerned  about  declining oil prices,  while we were focusing on
the  apparent  value  in a stock  that  had  retreated  significantly  from  its
recenthigh price.
We recognized our mistake and sold the stock.
   As the fund'  advisor we  continually  search for ideas to enhance the fund's
return and risk posture. We apply a diverse set of criteria which combine value,
growth  and  momentum  factors.  Recent  purchases  include  companies  that are
consolidating  their  industries  such as ITEQ ( process and  pollution  control
equipment),  Eastern  Environmental  Services ( waste pickup),  and Metals USA (
metals processing).
   Additions  to the  technology  segment of the fund are  Datastream  Systems (
industrial  automation  software)  and  Harbinger  Corp. (  electronic  commerce
services).
   We believe  the fund is well  positioned  in numerous  healthy  and  exciting
businesses.  Many of  these  companies  are not  well-followed  by Wall  Street,
creating  opportunities  for capitalizing on trends that are not well known. The
top ten  holdings  are listed in the table.  We believe  these  issues have good
prospects for above average returns. In total, they represent  approximately one
fifth of the fund's net asset value.
   Thank you for joining us as a fellow shareholder of the Florida Street Growth
Fund. We will strive to justify the confidence you have placed in us.


Richard Chauvin, Jr. CFA
Portfolio Manager
<PAGE>
Florida Street Growth Fund
Schedule of Investments -(Unaudited) April 30, 1998


<TABLE>
<S>                                                     <C>                     <C>                            
Common Stock  - 92.7%                                     Shares                     Value
Banks & Bank Holding Companies - 4.1%
Carolina First Corp.                                          1,500                    $ 43,500
CCB Financial Corp.                                             400                      43,500
National Commerce Bancorporation                                500                      22,375
Norwest Corp.                                                   600                      23,812
                                                                                 ---------------
                                                                                        133,187
                                                                                 ---------------
Capital Equipment & Services 6.0%
Allied Signal Inc.                                            1,050                      46,003
Deere & Co.                                                     400                      23,375
Illinois Tool Wks Inc.                                          400                      28,200
Itec Inc (a)                                                  1,800                      22,950
Kuhlman Corp.                                                   500                      24,500
NCI Buildings Systems (a)                                     1,000                      52,000
                                                                                 ---------------
                                                                                        197,028
                                                                                 ---------------
Consumer Cyclicals 10.1%
Action Performance (a)                                          900                      31,163
Autozone Inc (a)                                                700                      21,131
Consolidated Stores Corp (a)                                  1,100                      44,000
Dollar General Corp.                                            625                      23,672
Garden Ridge Corp.                                            1,100                      21,037
Goody's Clothing Inc.(a)                                        750                      37,125
Home Depot Inc.                                                 400                      27,850
Keystone automotive Inds. Inc. (a)                              600                      15,487
Movado Group Inc.                                             1,200                      36,525
Palm Harbor Homes Inc. (a)                                    1,200                      53,250
Proffitt's Inc. (a)                                             500                      19,875
                                                                                 ---------------
                                                                                 ---------------
                                                                                        331,115
                                                                                 ---------------
Consumer Services 10.8%
Accustaff Inc. (a)                                            1,100                      39,462
Acxiom Corp. (a)                                              1,200                      29,100
Billing Information Concepts (a)                              1,300                      36,400
Carnival Corp. Cl. A.                                           600                      41,737
Cendant Corp.(a)                                                820                      20,500
Eastern Environmental  Svcs. Inc. (a)                         2,700                      70,537
Landry's Seafood Restaurants, Inc.(a)                         1,000                      28,500
Metamor Worldwide Inc.(a)                                     1,200                      45,900
Piccadilly Cafeteria                                          1,000                      13,188
Rare Hospitality Intl. Inc. (a)                               2,200                      28,600
                                                                                 ---------------
                                                                                 ---------------
                                                                                        353,924
                                                                                 ---------------
Consumer Non - Durables - 4.5%
Flowers Industries                                            1,000                      21,375
Pepsico, Inc.                                                   500                      19,844
Performance Food Group Co. (a)                                  900                      18,225
Richfood Holdings                                             1,350                      37,041
SCP Pool Corp.                                                2,050                      48,431
                                                                                 ---------------
                                                                                        144,916
                                                                                 ---------------



Florida Street Growth Fund
Schedule of Investments -(Unaudited) - April 30, 1998

Energy Sector - 7.4%
Core Laboratories(a)                                          1,200                    $ 34,050
Friede Goldman (a)                                              700                      28,175
Halter marine Corp (a)                                          600                      10,875
Mitcham Industries Inc (a)                                      800                       9,350
Mobil Corp.                                                     300                      23,700
Nabors Industries (a)                                           400                      10,075
Newpark Resources Inc.(a)                                     1,600                      38,500
Pride International Inc.(a)                                     750                      18,234
Southern Mineral Inc.(a)                                      2,800                       9,975
Superior Energy Services Inc. (a)                             4,000                      44,500
Tuboscope Vetco International Corp. (a)                         600                      14,213
                                                                                 ---------------
                                                                                        241,647
                                                                                 ---------------
Financial Services - 14.3%
Allied Capital Corp.                                          1,200                      31,200
Amresco Inc. (a)                                              1,300                      47,125
Capital RE                                                      350                      25,834
Federal National Mtg. (Fannie Mae)                            1,000                      59,875
Fleet Financial Group Inc.                                      350                      30,231
Greentree Financial                                             600                      24,450
Interstate/Johnson Lane                                         550                      17,291
Lehman Brothers Holdings Inc.                                   200                      14,212
MBNA Corp.                                                    1,325                      44,884
Protective Life Corp.                                         1,000                      37,125
Raymond James Financial Inc.                                    750                      24,422
Reliastar Financial Cos.                                        700                      31,938
Sirrom Capital Corp.                                          1,600                      47,800
SunAmerica Inc.                                                 600                      29,963
                                                                                 ---------------
                                                                                        466,350
                                                                                 ---------------
Health Care - 4.1%
Bristol-Myers Squibb co.                                        250                      26,469
Cognizant Corp.                                                 600                      30,863
Diagnostic Health Services (a)                                6,000                      54,750
SmithKline beecham Plc Adr Cl A                                 200                      11,913
Vencor Inc. (a)                                                 400                      10,850
                                                                                 ---------------
                                                                                 ---------------
                                                                                        134,845
                                                                                 ---------------
Natural Resources/Basic Materials - 4.3%
IMC Global Inc.                                                 600                      21,600
Metals USA Inc.(a)                                            3,500                      68,250
Nucor Corp.                                                     500                      29,969
PPG Industries                                                  300                      21,206
                                                                                 ---------------
                                                                                 ---------------
                                                                                        141,025
                                                                                 ---------------
Florida Street Growth Fund
Schedule of Investments -(Unaudited) - April 30, 1998


Technology Sector - 13.8%
Applied Materials, Inc. (a)                                     900                    $ 32,512
Coherent Communication Corp.(a)                                 700                      34,431
Compaq Computer Corp.                                         1,200                      33,675
Compucom Systems Inc.(a)                                      3,100                      23,250
Concord EFS Inc.(a)                                             900                      28,350
Cotelligent Group Inc.(a)                                     1,300                      33,556
Datastream Systems (a)                                        1,000                      23,000
Harbinger Corp.(a)                                              800                      29,100
PairGain Technology (a)                                         400                       7,375
PMT Services Inc.(a)                                          1,200                      23,400
Qlogic Corp. (a)                                                500                      22,250
SCI Systems Inc.(a)                                           1,000                      41,188
Tech Data (a)                                                 1,000                      49,875
World Access Inc.(a)                                            600                      23,175
Xerox Corp.                                                     400                      45,400
                                                                                 ---------------
                                                                                        450,537
                                                                                 ---------------
Transportation/Commercial - 2.0%
ASA Hldgs Ins.                                                  800                      30,400
Skywest Inc.                                                    400                      16,200
Smithway Motor Express Corp. (a)                              1,200                      20,100
                                                                                 ---------------
                                                                                 ---------------
                                                                                         66,700
                                                                                 ---------------
Telecommunications - 4.3%
Frontier Corp.                                                2,200                      65,863
GTE Corp.                                                       400                      23,375
Premier Technologies (a)                                        800                      25,500
Worldcom Inc.(a)                                                600                      25,669
                                                                                 ---------------
                                                                                        140,407
                                                                                 ---------------
Utilities 1.0
Consolidated Natural Gas Co.                                    550                      31,625
                                                                                 ---------------

Index Units 6.0%
S & P 400 Mid-Cap Depository Receipts                         2,700                     195,328
                                                                                 ---------------

Total Common Stock  (Cost $2,655,756)                                               $ 3,028,634
                                                                                 ---------------

Money Market Securities - 8.2%
Star Treasury 4.82% 12/31/98 (Cost $268,767)                                            268,767
                                                                                 ---------------
Bonds .7%
Premiere Technologies Cvt Bond 5.75%, 7/01/04                22,443                      23,325
                                                                                 ---------------

TOTAL INVESTMENTS - 101.6% (Cost $2,946,966)                                          3,320,726
                                                                                 ===============
Other Assets less liabilities -  -1.6%                                                  (52,682)
Total Net Assets - 100.0%                                                           $ 3,268,044
                                                                                 ===============
<FN>

(a) non-income producing

</FN>
</TABLE>
<PAGE>
Florida Street Growth Fund                                       April 30, 1998
Statement of Assets & Liabilities (Unaudited)

<TABLE>
<S>                                              <C>                    <C>
Assets
Investment in securities, at value (cost $2,946,966)                     $           3,320,726
Dividends receivable                                                                     1,314
Interest receivable                                                                      1,395
                                                                           --------------------
     Total assets                                                                    3,323,435

Liabilities
Payable for investments purchased                   $             51,875
Accrued advisory fee payable                                       3,516
                                                      -------------------
     Total liabilities                                                                  55,391
                                                                           --------------------

Net Assets                                                                           3,268,044
                                                                           ====================

Net Assets consist of:
Paid in capital                                                          $           2,960,486
Accumulated undistributed net investment income                                          3,570
Accumulated undistributed net realized gain (loss) on investments                      (69,772)
Net unrealized appreciation on investments                                             373,760
                                                                           --------------------

Net Assets, for  288,691 shares                                                    $ 3,268,044
                                                                           ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($3,268,044/288,691)      $                  11.32
                                                                           ====================


</TABLE>


<PAGE>
Florida Street Growth Fund
Statement of Operations for the six month period ended April 30, 1998
(Unaudited)


<TABLE>
<S>                                                                          <C>                     <C>
Investment Income 
Dividend Income                                                                                        $              7,167
Interest Income                                                                                                      10,986
                                                                                                         -------------------
Total Income                                                                                                         18,153


Expenses
Advisory fee                                                                   $                13,242
                                                                                 ----------------------
Total Expenses                                                                                                       13,242
                                                                                                         -------------------

Net Investment Income (Loss)                                                                                          4,911
                                                                                                         -------------------

Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities                                              (63,548)
Change in net unrealized appreciation (depreciation) on investment securities                  341,432
                                                                                 ----------------------
Net gain (loss) on investment securities                                                                            277,884
                                                                                                         -------------------
Net increase (decrease) in net assets resulting from operations                                        $            282,795
                                                                                                         ===================




</TABLE>


Florida Street Growth Fund
<TABLE>
<S>                                                        <C>                            <C>   
Statement of Changes in Net Assets (Unaudited)                    For the six                For the period
                                                                 months ended                August 6, 1997
                                                                April 30, 1998               to October 31,1997 (a)
Increase in Net Assets
Operations
  Net investment income                                      $             4,911                        5,346
  Net realized gain(loss) on securities transactions                     (63,548)                      (4,612)
  Change in net unrealized appreciation                                  341,432                       32,328
                                                               ------------------           ------------------
  Net Increase in net assets resulting from operations                   282,795                       33,062
                                                               ------------------           ------------------
Distributions to shareholders:
  From net investment income                                              (2,075)                           -
  From net realized gain                                                  (6,224)                           -
                                                               ------------------           ------------------
  Total Distributions                                                     (8,299)                           -
Share Transactions
  Net proceeds from sale of shares                                     1,017,382                    2,127,711
  Shares issued in reinvestment                                            8,299                            -
  Shares redeemed                                                       (149,614)                     (43,292)
                                                               ------------------           ------------------
Net increase in net assets resulting
  from share transactions                                                876,067                    2,084,419
                                                               ------------------           ------------------
  Total increase in net assets                                         1,150,563                    2,117,481

Net Assets
  Begining of period                                                   2,117,481                            -
                                                               ------------------           ------------------
  End of period [including undistributed net investment
    income of $4,911  and $5,346].                           $         3,268,044                    2,117,481
                                                               ==================           ==================
<FN>

(a) Commencement of Operations
</FN>
</TABLE>
Florida Street Growth Fund
<TABLE>
<S>                                                  <C>                <C>
Financial Highlights (Unaudited)
                                                       For the period         For the period
Selected Per Share Data                                 ended               ended
                                                       April 30, 1998        October 31, 1997

Net asset value, beginning of period                         $10.19               $10.00
                                                     ------------        -------------
Income from investment operations
  Net investment income                                        0.00                 0.03
  Net realized and unrealized gain (loss)                      1.17                 0.16
                                                     ------------        -------------
Total from investment operations                               1.17                 0.19
                                                     ------------        -------------
Less Distributions
  From net interest income                                    (0.01)                -
  From net realized gain (loss)                               (0.03)                -
                                                     ------------        -------------
Total Distributions                                           (0.04)                -
                                                     ------------        -------------
Net asset value, end of period                               $11.32               $10.19
                                                     ============        =============

Total Return                                                  23.29%                7.(a)

Ratios and Supplemental Data
Net assets, end of period (000)                           $3,268               $2,117
Ratio of expenses to
  average net assets                                           1.12(a)                1.355(a)
Ratio of net investment income to
  average net assets                                           0.41(a)                1.14%(a)
Portfolio turnover rate                                        9.57%                0.87%
Average commissions paid                                       0.0967               0.0973
<FN>

(a)   Annualized
(b) Commencement of Operations
</FN>

</TABLE>

<PAGE>

                              FLORIDA STREET FUNDS
                          Notes to Financial Statements
                                 April 30, 1998

NOTE 1.  ORGANIZATION
 The Florida Bond Fund (the "Bond Fund") and the Florida Street Growth Fund (the
"Growth  Fund")  were  organized  as series  of the  AmeriPrime  Funds,  an Ohio
business  trust (the  "Trust"),  on June 15, 1997,  and commenced  operations on
August 4 and August 6, 1997,  respectively.  The Trust is  registered  under the
Investment Company Act of 1940, as amended,  as a diversified  series,  open end
management  investment company.  The investment objective of the Bond Fund is to
provide  total  return  to  shareholders  over the  long  term.  The  investment
objective of the Florida  Street  Growth Fund is to provide  total return to its
shareholders  over the long term.  The Trust  Agreement  permits the Trustees to
issue an unlimited  number of shares of beneficial  interest of separate  series
without par value.

NOTE 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.


                              FLORIDA STREET FUNDS
                          Notes to Financial Statements
                                 April 30, 1998

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 Funds retain Commonwealth Advisors,  Inc. (the "Adviser") to manage the
Fund's investments.  The Adviser is a Louisiana corporation.  Walter A. Morales,
the adviser's  president and chief investment manager is responsible for the day
to day management of the bond fund,  Richard L. Chauvin,  Senior  Vice-President
and Fund Manager of the adviser is responsible  for the day to day management of
the Growth Fund.

     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  Funds
expenses,  the Funds are obligated to pay the Adviser a fee computed and accrued
daily and paid monthly at an annual rate of 1.10% and 1.35% of the average daily
net  assets of the Bond Fund and the  Growth  Fund,  respectively.  It should be
noted that most investment  companies pay their own operating expenses directly,
while the Funds expenses, except those specified above, are paid by the Adviser.
For the period  from  November  1, 1997  through  April 30,  1998,  the  Adviser
received  fees of $39,227 and $13,  242 from the Bond Fund and the Growth  Fund,
respectively.





                              FLORIDA STREET FUNDS
                          Notes to Financial Statements
                                 April 30, 1998


 NOTE 4.  CAPITAL SHARE TRANSACTIONS

Florida Street Bond Fund. As of April 30, 1998 there was an unlimited  number of
no par value shares of capital stock authorized for the Fund. Paid in capital at
April 30, 1998 was $14,948,315.

     Transactions in capital stock were as follows:




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

                           For the six          For the six          For the period       For the period
                          months ended          months ended             ended                 ended
                         April 30, 1998        April 30, 1998       October 31, 1997     October 31, 1997
                                                                          (a)                   (a)
                             Shares               Dollars                Shares               Dollars
     Shares sold             731,204             $7,344,576             744,446             $7,463,588
  Shares issued in
   reinvestment of
      dividends              43,535               435,404                  0                     0
   Shares redeemed          (17,717)             (178,360)              (11,722)             (116,893)
                            --------             ---------              --------             ---------
                               757,022         $7,601,620               732,724             $7,346,695
<FN>
(a) August 4, 1997 (commencement of operations) to October 31, 1998.
</FN>

</TABLE>

Florida Street Growth Fund. As of April 30, 1998,  there was an unlimited number
of no par value shares of capital stock authorized for the Fund. Paid in capital
at April 30, 1998 was $2,960,486.
     Transactions in capital stock were as follows:


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


                           For the six          For the six          For the period       For the period
                          months ended          months ended             ended                 ended
                         April 30, 1998        April 30, 1998       October 31, 1997     October 31, 1997
                                                                          (a)                   (a)
                             Shares               Dollars                Shares               Dollars
     Shares sold                  94,097         $1,017,382             211,885             $2,127,711
  Shares issued in
   reinvestment of
      dividends              23,609                8,299                   0                     0
   Shares redeemed          (36,718)             (149,984)              (4,179)              (43,292)
                            --------             ---------              -------              --------
                                80,988            $876,697              207,703             $7,346,695
</TABLE>

                              FLORIDA STREET FUNDS

                          Notes to Financial Statements

                                 April 30, 1998


NOTE 5.  INVESTMENTS

 Florida  Street Bond Fund.  For the period from  November 1, 1997, to April 30,
1998  purchases  and  sales of  investment  securities,  other  than  short-term
investments,   aggregated  $749,198  and  $347,803,   respectively.   The  gross
unrealized  appreciation  for all  securities  totaled  $330,572  and the  gross
unrealized depreciation for all securities totaled $235,873 for a net unrealized
appreciation of $94,699. The aggregate cost of securities for federal income tax
purposes at April 30, 1998 was $14,607,661.

Florida  Street Growth Fund.  For the period from November 1, 1997 through April
30, 1998,  purchases and sales of investment  securities,  other than short-term
investments,   aggregated  $1,297,913  and  $229,550,  respectively.  The  gross
unrealized  appreciation  for all  securities  totaled  $434,700  and the  gross
unrealized  depreciation for all securities totaled $60,940 for a net unrealized
appreciation  of $373,760.  The aggregate  cost of securities for federal income
tax purposes at April 30, 1998 was $2,946,966.

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 October 31, 1997,  Charles
Schwab & Co. owned in aggregate more than 25% of the Fund.
<PAGE>
June 8, 1998



Dear Shareholder:

After only seven weeks of managing  the Marathon  Value Fund,  it seems much too
soon to be  writing  our  first  shareholder  letter;  however,  this is a great
opportunity to welcome you as a fellow shareholder in the fund.

The Fund began on March 9,  1998,  with an NAV of  $10.00.  For the period  from
March 9, 1998 (commencement of operations), through April 30, 1998, the NAV grew
to $10.32. Since inception,  the Fund is up 3.2% versus a return of 4.7% for the
Russell  2000 and 5.0% for the S&P 600 Smallcap  Index.  The largest part of the
index's  performance  came during March while the fund was  attempting to invest
its cash.  Conversely,  the Fund did very well in April  out-performing both the
Russell 2000 and the S&P 600 Smallcap Index.

Currently,  small and mid-cap stocks are having a very difficult time keeping up
with the  performance  of the  larger,  more  liquid  companies.  The Dow  Jones
Industrials and the S&P 500 have been the investment of choice,  and the smaller
companies have suffered through several years of lagging  performance.  Contrary
investors that we are, we see this as an opportunity, not a problem. The growing
valuation differences between the large S&P stocks and the smaller stocks should
make the stocks we invest in increasingly attractive.

Although we enjoy  seeing our stocks  increase in value,  sometimes a decline in
prices creates opportunities. The recent turmoil in the markets has given us the
opportunity to buy additional  shares in companies at what we feel will turn out
to be bargain  prices.  After buying  shares in St. John Knits,  Arctic Cat, and
Adflex Solutions at higher prices in April and May, we were able to add to these
positions at lower prices as new money entered the fund.

This fund is intended for long-term "investors" and the week-to-week movement of
our stocks,  although  sometimes  wonderful  and sometimes  painful,  is not our
focus.  When we purchase  shares of a stock it is usually with the  intention of
holding the shares for several years as the business grows in value, or as other
investors  come to  recognize  the value  that  already  exists.  We feel we are
investing in companies that will be worth significantly more in the future.

On behalf of all the employees of Burroughs & Hutchinson,  I would like to thank
you for your  investment  in our fund.  We are excited  about the future of this
fund and look forward to working with you in the future.

Sincerely,



Mark Matsko, CFA
Portfolio Manager
<PAGE>
Marathon Value Fund
Schedule of Investments  - (Unaudited) - April 30, 1998

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

Common Stocks - 63.2%                                         Shares                       Value
Banks & Bank Holding Cos. - 4.3%
California State Bank                                               1,000                     $ 50,750
First Commerce Bancshares (a)                                       2,000                       57,000
                                                                                     ------------------
                                                                                     ------------------
                                                                                               107,750
                                                                                     ------------------
Business Equipment & Services - 9.6%
Analysts International Corp. (a)                                    1,000                       29,000
(John H.) Harland Co.                                               6,000                      106,875
Olsten Corp.                                                        7,700                      105,394
                                                                                     ------------------
                                                                                     ------------------
                                                                                               241,269
                                                                                     ------------------
Consumer Products (durables) - 4.8%
QEP Co. (a)                                                         5,000                       45,000
Toro Co.                                                            2,000                       75,750
                                                                                     ------------------
                                                                                     ------------------
                                                                                               120,750
                                                                                     ------------------
Consumer Products (non-durables) - 6.5%
Food Lion Inc. - Class B                                           10,000                      101,250
Morton International, Inc.                                          2,000                       64,000
                                                                                     ------------------
                                                                                     ------------------
                                                                                               165,250
                                                                                     ------------------
Computers & Peripherals - 3.8%
Adflex Solutions, Inc. (a)                                          3,200                       69,600
Datum Inc. (a)                                                      1,500                       25,125
                                                                                     ------------------
                                                                                     ------------------
                                                                                                94,725
                                                                                     ------------------
Financial Services - 5.4%
Bear Stearns Companies Inc.                                         1,000                       57,062
United Asset Management Corp.                                       3,000                       79,500
                                                                                     ------------------
                                                                                     ------------------
                                                                                               136,562
                                                                                     ------------------
Healthcare Products - 9.4%
Ballard Medical Products                                            2,000                       50,250
Corvel Corp. (a)                                                    1,500                       53,437
EMPI, Inc. (a)                                                      4,000                       80,000
Vencor Inc. (a)                                                     2,000                       54,250
                                                                                     ------------------
                                                                                     ------------------
                                                                                               237,937
                                                                                     ------------------
Manufacturing - Electrical - 4.5%
Woodhead Industries, Inc.                                           6,000                      112,500
                                                                                     ------------------

Measuring Equipment - 2.8%
Lecroy Corp. (a)                                                    1,500                       34,875
Thermospectra Corp. (a)                                             4,000                       36,250
                                                                                     ------------------
                                                                                     ------------------
                                                                                                71,125
                                                                                     ------------------



Marathon Value Fund
Schedule of Investments  - (Unaudited) - April 30, 1998

Common Stocks - continued                                     Shares                       Value
Oil & Gas Services - 1.2%
Maverick Tube Corp. (a)                                             1,000                     $ 17,438
Patterson Energy Inc. (a)                                           1,000                       14,000
                                                                                     ------------------
                                                                                     ------------------
                                                                                                31,438
                                                                                     ------------------
Recreational Vehicles - 4.0%
Artic Cat. Inc. (a)                                                10,100                      101,000
                                                                                     ------------------

Restaurants - 1.3%
Schlotzsky's Inc. (a)                                               2,000                       32,000
                                                                                     ------------------

Transportation - 5.6%
Arnold Industries Inc.                                              6,100                       97,600
Trico Marine Services, Inc. (a)                                     2,000                       45,250
                                                                                     ------------------
                                                                                     ------------------
                                                                                               142,850
                                                                                     ------------------
                                                                                     ==================
TOTAL COMMON STOCKS (Cost $1,542,859)                                                      $ 1,595,156
                                                                                     ==================

Money Market Securities - 39.6%                                Principal Amount
Star Treasury 4.83%, 12/31/98 (Cost: $999,375)                  $ 999,375                    $ 999,375
                                                                                     ------------------
                                                                                     ------------------
TOTAL INVESTMENTS - % (Cost $2,542,234)                                                    $ 2,594,531
                                                                                     ------------------
                                                                                     ------------------
     Liabilities less other assets - (2.8%)                                                    (71,232)
                                                                                     ------------------
                                                                                     =================
TOTAL NET ASSETS - 100.0%                                                                  $ 2,523,299
                                                                                     ==================
<FN>

(a) non-income producing security
</FN>
</TABLE>
<PAGE>
Marathon Value Fund                                               April 30, 1998
Statement of Assets & Liabilities (Unaudited)

<TABLE>
<CAPTION>
<S>                                                    <C>              <C>    
Assets
Investment in securities, at value (cost $2,542,234)                     $           2,594,531
Receivable for invesments sold                                                          83,725
Dividends receivable                                                                       620
Interest receivable                                                                      3,922
                                                                           --------------------
     Total assets                                                                    2,682,798

Liabilities
Payable for investments purchased                   $            157,296
Accrued investment advisory fee payable                            2,203
                                                      -------------------

     Total liabilities                                                                 159,499
                                                                           --------------------

Net Assets                                                                         $ 2,523,299
                                                                           ====================

Net Assets consist of:
Paid in capital                                                          $           2,459,118
Accumulated undistributed net investment income                                          4,009
Accumulated undistributed net realized gain                                              7,875
Net unrealized appreciation on investments                                              52,297
                                                                           --------------------

Net Assets, for 244,517 shares                                                     $ 2,523,299
                                                                           ====================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($2,523,299/244,517)      $                  10.32
                                                                           ====================



</TABLE>
<PAGE>
Marathon Value Fund
Statement  of  Operations  for  the  period  March  12,  1998  (Commencement  of
  Operations) to April 30, 1998 (Unaudited)

<TABLE>
<S>                                                                          <C>                   <C>    
Investment Income
Dividend Income                                                                                     $                 740
Interest Income                                                                                                     6,240
                                                                                                       -------------------
Total Income                                                                                                        6,980


Expenses
Investment advisory fee                                                        $              2,971
                                                                                 -------------------
Total Operating Expenses                                                                                            2,971
                                                                                                       -------------------
Net Investment Income (Loss)                                                                                        4,009
                                                                                                       -------------------

Realized & Unrealized Gain
Net realized gain on investment securities                                                    7,875
Change in net unrealized appreciation on investment securities                               52,297
                                                                                 -------------------
                                                                                                       -------------------
Net gain (loss) on investment securities                                                                           60,172
                                                                                                       -------------------
Net increase in net assets resulting from operations                                                $              64,181
                                                                                                       ===================
</TABLE>
<PAGE>
Marathon Value Fund
Statement of Changes in Net Assets (Unaudited)
  for the period March 12, 1998 (commencement of operations) to April 30, 1998

<TABLE>
<S>                                                                              <C>
Increase/(Decrease) in Net Assets
Operations
  Net investment income (loss)                                                           $ 4,009
  Net realized gain                                                                        7,875
  Change in net unrealized appreciation                                                   52,297
                                                                                  ---------------
  Net Increase in net assets resulting from operations                                    64,181
                                                                                  ---------------
Distributions to shareholders:
  From net investment income                                                                   -
                                                                                  ---------------
Share Transactions
  Net proceeds from sale of shares                                                     2,459,118
  Shares issued in reinvestment                                                                -
  Shares redeemed                                                                              -
                                                                                  ---------------
  Net increase in net assets resulting from share transactions                         2,459,118
                                                                                  ---------------
  Total increase in net assets                                                         2,523,299

Net Assets
  Beginning of period                                                                          -
                                                                                  ---------------
  End of period [including undistributed net investment income of $4,009]            $ 2,523,299
                                                                                  ===============
</TABLE>
<PAGE>
Marathon Value Fund
Financial Highlights  (Unaudited)
  for the period March 12, 1998 (Commencement of Operations) to April 30, 1998
Selected Per Share Data

Net asset value,
  beginning of period                                        $10.00
                                                     ------------
Income from investment
  Operations
  Net investment income                                        0.03
  Net realized and
  unrealized gain (loss)                                       0.29
                                                     ------------
Total from investment operations                               0.32
                                                     ------------
Less Distributions
  From net interest income                                     -
  From net realized gain                                       -
                                                     ------------
Net asset value,
  end of period                                              $10.32
                                                     ============

Total Return                                                  23.36(a)

Ratios and Supplemental Data
Net assets, end of period (000)                           $2,523
Ratio of expenses to
  average net assets                                           1.44(a)
Ratio of net investment income to
  average net assets                                           1.94(a)
Portfolio turnover rate                                       41.76(a)
Average commissions paid                                       0.0631


(a)   Annualized

<PAGE>
                               MARATHON VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998
                                   (Unaudited)

NOTE 1.  ORGANIZATION

The  Marathon  Value  Fund.  (the  "Fund")  was  organized  as a  series  of the
AmeriPrime  Funds,  an Ohio business trust (the  "Trust"),  on March 9, 1998 and
commenced  operations  on March  12,  1998.  The Trust is  registered  under the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management  investment  company.  The  investment  objective  of the  Fund is to
provide long term capital appreciation to its shareholders.  The Trust Agreement
permits  the  trustees  to issue an  unlimited  number of  shares of  beneficial
interest of separate series without par value.

NOTE 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.


                               MARATHON VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998
                                   (Unaudited)

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 Burroughs & Hutchinson, Inc. (the "Adviser") to manage the
Fund's  investments.  Mark Matsko,  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
1.48% of the average daily net assets of the Fund. For the period from March 12,
1998 through  April 30, 1998,  the Adviser has received a fee of $2,971 from the
Fund.

The Fund retains AmeriPrime  Financial Services,  Inc. (the  "Administrator") to
manage the funds  business  affairs  and  provide  the fund with  administrative
services,  including all regulatory reporting and necessary office equipment and
personnel.  For the period ended April 30, 1998, the Administrator received fees
of $2,500 from the Adviser for administrative services provided to the fund.

The fund retains AmeriPrime Financial Securities,  Inc. (the Distributor) to act
as the principal distributor of fund shares, there were not any payments made to
the Distributor for the six month period ended April, 30, 1998.  Certain members
of  management  of the  Administrator  and the  Distributor  are also members of
management of the AmeriPrime Trust.

                               MARATHON VALUE FUND
                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 1998
                                   (Unaudited)

NOTE 4.  CAPITAL SHARE TRANSACTIONS

   As of April 30, 1998 there was an unlimited  number of no par value shares of
capital  stock  authorized  for the Fund.  Paid in capital at April 30, 1998 was
$2,459,118.

     Transactions in capital stock were as follows:

For the
period from March 12, 1998
(Commencement of Operations) through April
30, 1998


Shares                         Amount

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

Shares sold                   244,517                    $2,459,118

Shares issued in reinvestment
  of  dividends                    -                            -

Shares redeemed                    -                            -

                              -----------                    --------------
Net increase                     244,517                     $2,459,118

                                  ======                     ========

NOTE 5. INVESTMENTS

For the period from March 12, 1998  (commencement  of operations)  through April
30, 1998,  purchases and sales of investment  securities,  other than short-term
investments,   aggregated  $1,618,709  and  $93,938,   respectively.  The  gross
unrealized  appreciation  for all  securities  totaled  $75,762  and  the  gross
unrealized  depreciation for all securities totaled $23,462 for a net unrealized
appreciation of $52,300. The aggregate cost of securities for federal income tax
purposes at April 30, 1998 was $2,542,234.

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.



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