AMERIPRIME FUNDS
N-30D, 2001-01-19
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<PAGE>
Corbin Small-Cap Value Fund

November 20, 2000


Dear Shareholder:

This is the week of  Thanksgiving,  and, in reflecting upon this year, I realize
that I and the Fund's  shareholders  have much to be thankful for. At this time,
the nation has not concluded the presidential  election,  the economy appears to
be slowing, the dot.coms have collapsed, last year's fascination with technology
and telecommunications has evaporated,  and now the press is starting to use the
"V" word again.  The "V" word (as in value) has not been much of a force on Wall
Street over the past few years,  as  investors  focused  their  attention on the
vapors that were passing as  businesses  on Wall Street.  While these are things
that were  addressed in last year's  annual  report,  they bear  mentioning as a
matter of history,  as well as evidence of how fast  people's  attitudes  change
these days.  It certainly  seems that the pendulum has begun a multi-year  swing
back toward the kinds of companies and sectors that we customarily invest in for
the Fund.

The overall level of investor frustration is high. Investors who had a belief in
true  economic  value have been  frustrated  the last several  years,  while the
growth  crowd  have seen  their  portfolio  values  massacred  over the last six
months.  Bonds have produced a low total return,  and international  stocks have
been mediocre  performers.  What is the next big thing, and when will it come to
pass?  I  believe  that the  answers  lie right in your  hands,  for a number of
reasons. While clearly I am a biased source of information, allow me to make the
case as strongly as possible for small-cap value.

In the slower growth  environment  that we are entering,  companies are going to
look for ways to grow their  businesses,  and one of the major  opportunities is
through  mergers/acquisitions.  In  the  last  few  years,  the  bulk  of  these
acquisitions/mergers  have  centered on large  business  combinations  that have
involved stock swaps. Due to the flagging price of most companies' stocks,  this
is no longer an option.  Many of these companies are also in a position in which
they cannot  afford  earnings  dilution or cash flow  problems.  Therefore,  the
acquisitions  made  must be  cheap,  profitable  companies  that  can be  easily
acquired for cash or financed by lending  syndicates.  The Fund has  experienced
this activity  several times in the last few months.  Firms like Republic  Group
and Taco Cabana are examples of this principle in action.

In addition, solidly profitable companies have reduced risk in a sluggish market
environment because they can pay down debt, repurchase shares, or take advantage
of other  opportunities  not  available  to the more  leveraged/less  profitable
firms.  Currently,  over one-third of our portfolio  companies are  repurchasing
their own shares in the  marketplace,  in some cases in large  quantities.  This
means that current shareholders will get a larger percentage of future earnings,
eventually  leading to a higher stock price.  Stock prices follow profits in the
long term.

Coming  out of an  economic  slowdown  is when  small-cap  value  stocks  shine,
because, in a profit-filled  environment with a growing business sector, smaller
companies  can usually  grow at a much faster pace than larger  companies.  This
fact, coupled with attractive  valuations,  leads investors to bid up the prices
of such  companies.  This in turn attracts  more  investors and causes prices to
move higher. This is the scenario I envision for small-cap value stocks.

In last year's report, I talked about "the giant sucking sound" that had removed
money  from  all  sectors  of the  marketplace  to go  into  technology  and the
hyper-growth stocks of the day. That has come to an end, and investors will feel
the  consequences of those  decisions for years to come.  Small-cap value is not
the "New New  Thing," it is the same thing that it has been over the years:  the
best asset class to be in for maximizing return, while minimizing risk, over the
long term. I said in one report a few years ago that what we do here will not be
measured over quarters, but over years. While our first calendar year (1998) was
a disaster for small-cap value investors in general, and our Fund in particular,
in the 1999 calendar year this was one of the best small-cap  value funds in the
country. For the 12-month period ending December 31, 1999, Morningstar ranked it
21st out of 235 funds in that  category.  I am going to continue to work as hard
as possible to insure the success of this venture for a number of reasons, chief
among them being that my name is on this Fund,  my liquid net worth is primarily
invested in this Fund,  and most  members of my family  have  holdings in it. In
addition,  I know many of the  Fund's  shareholders  and do not wish to let them
down.  I feel that great days are ahead,  and I look  forward to  enjoying  them
together.


PERFORMANCE REVIEW

For the six-month period ended October 31st, your Fund returned -10.57%,  versus
the Russell 2000 Index at -1.11% and the S&P 600 Small-Cap  Index at 6.83%.  For
the year, the Corbin  Small-Cap Value Fund returned 5.33%,  and the Russell 2000
and S&P 600 Small-Cap were at 17.41% and 20.18%, respectively.

Returns for the Year Ended October 31, 2000

------------------------------------------------------------------------------
      Fund/Index             1 Year           Average Annual Total Return
                                                     Since Inception
                                                      June 30, 1997
------------------------- -----------  ----------------------------------------
Corbin Small-Cap Fund            5.33%                     -7.98%
S&P 600                         20.18%                     10.02%
Russell 2000                    17.41%                       8.11%
-------------------------------------------------------------------------------

                            Corbin         S&P 600        Russell 2000
                   ----------------------------------------------------
           6/30/97           10,000         10,000          10,000
           7/31/97           10,310         10,629          10,465
          10/31/97           11,030         11,116          10,984
           1/31/98           10,577         11,037          10,928
           4/30/98           11,173         12,577          12,288
           7/31/98            9,597         11,031          10,708
          10/31/98            7,051          9,887           9,683
           1/31/99            6,593         10,969          10,965
           4/30/99            7,126         10,777          11,151
           7/31/99            7,882         11,564          11,501
          10/31/99            7,189         11,075          11,123
           1/31/00            8,255         12,098          12,910
           4/28/00            8,468         12,978          13,205
           7/31/00            7,573         13,011          13,085
          10/31/00            7,573         13,864          13,059



The chart shows the value of a hypothetical initial investment of $10,000 in the
Fund,  the S&P 600  Index  and the  Russell  2000  Index on June 30,  1997  (the
inception of the Fund) and held through  October 31, 2000. The S&P 600 Index and
the Russell 2000 Index are widely  recognized  unmanaged indices of common stock
prices.  Performance  figures  include  the change in value of the stocks in the
indices and 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.

I dislike using these comparison periods,  because they are not the way I that I
view performance.  When I judge performance, I usually look at calendar quarters
and years.  During the period December 31, 1998,  through December 31, 1999, the
Fund's return was 26.50%, the Russell 2000 was 21.35%, and the S&P 600 Small-Cap
was 12.10%.  And for the period  January 1, 2000 to October 31, 2000, the Fund's
return was -11.35%,  the Russell 2000 was -0.47%,  and the S&P 600 Small-Cap was
11.11%.

The Fund's  performance would probably have been spectacular this year if it had
not been for one decision:  not selling Titan Corporation in the month of March.
Titan had been purchased by the Fund at between $5 and $6 per share in 1998, and
in March of 2000 it  briefly  touched  $60 per share.  Since  that time,  it has
retreated  to about $20 per share.  While we did sell some on the way down,  the
sales  prices  did not  approach  the  stock's  price in  March.  We have  since
repurchased that position and have added to it. In the short term, the stock did
not help performance.  In the long term, I believe that this could be one of the
most profitable stocks of our time.

FIVE STOCKS TO WATCH

I would like to highlight a few of the Fund's  holdings  that we believe will be
particularly interesting over the next year. These are:

Titan  Corporation - The company is primarily in the defense  business,  but has
three rapid-growth subsidiaries that are outgrowths of its primary business. The
first, Cayenta.com,  is an information technology company. The second, Surebeam,
is in the food-sterilization business. The third, Titan Technologies,  is in the
mobile-telecom  business.  We  believe  that at least  one of these  fast-growth
subsidiaries  will be  brought  public in 2001,  unlocking  value.  The  defense
business should  continue its steady growth,  making  acquisitions  and building
value in a consolidating industry.

Successories,   Inc.  -  The  company  is  a  leader  in  the  motivational  and
people-recognition  business.  Currently,  it has just  finished  the process of
cleaning  up its balance  sheet  through a rights  offering.  Jack  Miller,  the
well-known Chicago catalog  entrepreneur,  has used the offering to increase his
stake in the company to 27% and serves as the  company's  chairman of the board.
The company has high-margin products and an improving financial position, which,
when coupled with sales growth, could yield spectacular profitability.

Lancer  Corporation- The company provides  soft-drink  dispensing  equipment and
valve  systems  worldwide.  Lancer's  products  are  primarily  used to dispense
Coca-Cola, one of the best-known brand names in the world.

Duckwall-Alco  Stores Inc. - Duckwall  operates  general  merchandise  stores in
Midwestern and Southwestern  towns with under 20,000  residents.  The company is
currently  trading at a very cheap  valuation,  is repurchasing  shares,  and is
looking for other ways to enhance shareholder value.

VTEL  Corporation-  VTEL is one of the  largest  players  in the area of digital
video  communications.  The company is moving from a hardware-based  platform to
software-based  products.  It is looking  forward to quick revenue  growth as it
attempts to build a large service  business  based on providing the expertise to
build and enable video over private networks.

CONCLUSION

In my opinion, the time is rapidly approaching when the Fund's investors will be
rewarded for their patience.  We have stayed the course,  have remained faithful
to our discipline, and have been diligent in our research.

If you ever have any questions or comments about the Fund, please let me know. I
am  willing  to do what it takes to make this a  successful  experience  for all
shareholders.   If  you   would   like  to  reach  me,   please   e-mail  me  at
[email protected], call me, or send a letter to our office in Fort Worth.

As always,  I thank you for your faith in our  efforts.  We are working  hard to
make your  investment  profitable,  and we appreciate your support over the last
year.

Sincerely,


David A. Corbin, CFA
President & Chief
Investment Officer

<PAGE>
Corbin Small-Cap Value Fund
Schedule of Investments - October 31, 2000
<TABLE>
<S>                                                               <C>               <C>


Common Stocks - 91.2%                                              Shares            Value

Basic Industry - 8.9%
Chemicals - 4.8%
Schulman A. , Inc.                                                  5,000           $  54,687
International Flavors & Fragrance, Inc.                             5,000              83,750
                                                                                    ----------------
                                                                                      138,437
                                                                                     ----------------
Steel - 4.1%
Quanex Corp.                                                        6,000              118,875
                                                                                     ----------------
 TOTAL BASIC INDUSTRIES                                                                257,312
                                                                                     ----------------
Durables - 13.8%
Autos & Trucks - 3.0%
Rush Enterprises, Inc. (a)                                          9,700               47,894
Wabash National Corp.                                               4,715               37,720
                                                                                     ----------------
                                                                                        85,614
                                                                                     ----------------
Electrical Equipment - 4.1%
Hubbell, Inc. - Class B                                             5,000              119,687
                                                                                     ----------------
Machinery - 6.7%
Lancer Corp. (a)                                                   28,000              175,000
Perceptron, Inc. (a)                                                7,200               19,238
                                                                                     ----------------
                                                                                       194,238
                                                                                     ----------------
    TOTAL DURABLES                                                                     399,539
                                                                                     ----------------
Energy - 3.3%
Offshore Construction - 3.3%
Unifab International, Inc. (a)                                    10,000                96,250
                                                                                     ----------------
Financials - 3.9%
Banks - 1.9%
First Financial Bankshares, Inc.                                   1,800                55,350
                                                                                     ----------------
Specialty Finance - 2.0%
Delta Financial Corp. (a)                                         20,000                10,000
Onyx Acceptance Corp. (a)                                         13,000                46,313
                                                                                     ----------------
                                                                                        56,313
                                                                                     ----------------
  TOTAL FINANCE                                                                        111,663
                                                                                     ----------------
Housing & Construction - 1.0%
Fabricated  - 1.0%
NCI Building Systems, Inc. (a)                                    1,800                 28,013
                                                                                     ----------------

Corbin Small-Cap Value Fund
Schedule of Investments - October 31, 2000

Common Stocks - continued                                        Shares                 Value

Media & Leisure  - 18.3%

Publishing - 3.0%
Thomas Nelson Publishers, Inc.                                   13,000            $   86,937
                                                                                     ----------------
Restaurants - 13.0%
BUCA, Inc. (a)                                                    7,000               109,375
Lone Star Steakhouse & Saloon, Inc.                              10,000                84,375
Pizza Inn, Inc.                                                  31,000                93,000
Taco Cabana, Inc. - Class A (a)                                  10,300                86,585
                                                                                     ----------------
                                                                                      373,335
                                                                                     ----------------
Television - 2.3%
Hispanic Television Network (a)                                  20,000                67,500
                                                                                     ----------------
   TOTAL MEDIA & LEISURE                                                              527,772
                                                                                     ----------------
Non-Durables - 5.8%

Beverages - 3.0%
Liqui - Box Corp.                                                2,400                 85,950
                                                                                     ----------------
Family Services - 2.8%
Koala Corp. (a)                                                  8,000                 80,000
                                                                                     ----------------
    TOTAL NON-DURABLES                                                                 165,950
                                                                                     ----------------
Retail & Wholesale - 11.3%
General Merchandise - 3.5%
Duckwall - Alco Stores, Inc. (a)                                13,000                100,750
                                                                                     ----------------
Grocery Stores - 3.4%
Ingles Markets, Inc. - Class A                                  10,000                 98,750
                                                                                     ----------------
Specialty Stores - 4.4%
Successories, Inc. (a)                                          75,000                126,562
                                                                                     ----------------
   TOTAL RETAIL & WHOLESALE                                                           326,062
                                                                                     ----------------
Corbin Small-Cap Value Fund
Schedule of Investments - October 31, 2000

Common Stocks - continued                                    Shares                       Value

Technology - 24.9%

Consulting Services - 12.7%
Nextera Enterprises, Inc. (a)                                 47,300                   $ 76,863
VTEL Corp. (a)                                               154,600                    289,875
                                                                                     ----------------
                                                                                        366,738
                                                                                     ----------------
Electronic Defense - 12.2%
Herley Industries, Inc. (a)                                   5,500                      112,062
Titan Corp. (a)                                              18,000                      240,750
                                                                                     ----------------
                                                                                         352,812
                                                                                     ----------------
    TOTAL TECHNOLOGY                                                                     719,550
                                                                                     ----------------
COMMON STOCKS (Cost $3,254,360)                                                        2,632,111
                                                                                     ----------------

                                                            Principal
                                                             Amount                       Value
Money Market Securities - 12.5%
Firstar Treasury Fund, 5.55% (b) (Cost $361,371)            361,371                     $ 361,371
                                                                                     ----------------

TOTAL INVESTMENTS - 103.7% (Cost $3,615,731)                                             2,993,482
                                                                                     ----------------

Other assets less liabilities - (3.7)%                                                    (105,884)
                                                                                     ----------------

Total Net Assets - 100.0%                                                              $ 2,887,598
                                                                                     ================

(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at October
31, 2000.
</TABLE>
See accompanying  notes which are an integral part of the financial statements.
<PAGE>


<TABLE>
<S>                                                         <C>                  <C>
Corbin Small-Cap Value Fund                                                        October 31, 2000
Statement of Assets & Liabilities

Assets
Investment in securities, at value (cost $3,615,731)                                    $ 2,993,482
Cash                                                                                         12,144
Receivable for fund shares sold                                                               1,475
Interest receivable                                                                           1,721
Dividends receivable                                                                            675
                                                                                 -------------------
   Total assets                                                                           3,009,497

Liabilities
Accrued investment advisory fee                                        $ 2,873
Payable for securities purchased                                       107,995
Payable for fund shares redeemed                                        11,031
                                                             ------------------
     Total liabilities                                                                      121,899
                                                                                 -------------------
Net Assets                                                                              $ 2,887,598
                                                                                 ===================

Net Assets consist of:
Paid - in capital                                                                       $ 3,880,260
Accumulated undistributed net investment income                                               4,908
Accumulated net realized loss on investments                                               (375,321)
Net unrealized depreciation on investments                                                 (622,249)
                                                                                 -------------------
Net Assets, for 406,045 shares                                                          $ 2,887,598
                                                                                 ===================

Net Asset Value
Net Assets
Offering price and redemption price per share  ($2,887,598/406,045)                          $ 7.11
                                                                                 ===================

</TABLE>

See accompanying notes which are an integral part of the financial statements.
<PAGE>


Corbin Small-Cap Value Fund
Statement of Operations for the year ended October 31, 2000

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


Investment Income
Dividend income                                                                                          $ 29,343
Interest income                                                                                            10,432
                                                                                                   ---------------
Total Income                                                                                               39,775


Expenses
Investment advisory fee                                                                 $ 33,423
Trustees' fees                                                                             3,064
                                                                                  ---------------
Total expenses before reimbursement                                                       36,487
Reimbursed expenses                                                                       (3,064)
                                                                                  ---------------
Total operating expenses                                                                                   33,423
                                                                                                   ---------------
Net Investment Income                                                                                       6,352
                                                                                                   ---------------

Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                                               477,022
Change in net unrealized depreciation
   on investment securities                                                             (395,107)
                                                                                  ---------------
Net realized & unrealized gain on investment securities                                                    81,915
                                                                                                   ---------------
Net increase in net assets resulting from operations                                                     $ 88,267
                                                                                                   ===============
</TABLE>
See accompanying notes which are an integral part of the financial statements.
<PAGE>


Corbin Small-Cap Value Fund
Statement of Changes in Net Assets
<TABLE>
<S>                                                                             <C>                     <C>
                                                                                       Year                    Year
                                                                                      ended                   ended
                                                                                   October 31,             October 31,
                                                                                       2000                    1999
                                                                                -------------------     -------------------
Increase/(Decrease) in Net Assets
Operations
  Net investment income (loss)                                                             $ 6,352                $ (4,598)
  Net realized gain (loss) on investment securities                                        477,022                (300,255)
  Change in net unrealized appreciation (depreciation)                                    (395,107)                327,949
                                                                                -------------------     -------------------
  Net increase in net assets resulting from operations                                      88,267                  23,096
                                                                                -------------------     -------------------
Distributions to shareholders
  From net investment income                                                                     0                       0
  From net realized gain                                                                         0                       0
                                                                                -------------------     -------------------
  Total distributions                                                                            0                       0
                                                                                -------------------     -------------------
Share Transactions
  Net proceeds from sale of shares                                                       1,151,984                 747,375
  Shares issued in reinvestment of dividends                                                     0                       0
  Shares redeemed                                                                         (646,942)               (765,186)
                                                                                -------------------     -------------------
Net increase(decrease) in net assets resulting
  from share transactions                                                                  505,042                 (17,811)
                                                                                -------------------     -------------------
  Total increase in net assets                                                             593,309                   5,285

Net Assets
  Beginning of period                                                                    2,294,289               2,289,004
                                                                                -------------------     -------------------
  End of period [including accumulated net investment
    income (loss) of $4,908 and $(1,444), respectively]                                $ 2,887,598             $ 2,294,289
                                                                                ===================     ===================
</TABLE>

See accompanying notes which are an integral part of the financial statements.
<PAGE>

Corbin Small-Cap Value Fund
Financial Highlights

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

                                                      Year                Year             Year                Period
                                                      Ended               ended            ended                ended
                                                  October 31,         October 31,       October 31,          October 31,
                                                      2000                1999             1998               1997 (a)
                                                -----------------   -----------------  -----------------    -----------------
Selected Per Share Data
Net asset value, beginning of period                  $ 6.75              $ 6.62          $ 11.03              $ 10.00
                                                -----------------   -----------------  -----------------    -----------------
   Income from investment operations:
   Net investment income (loss)                         0.02               (0.01)            (0.01)                0.00
   Net realized and unrealized gain (loss)              0.34                0.14             (3.76)                1.03
                                                -----------------    -----------------  -----------------   ----------------

Total from investment operations                        0.36                0.13             (3.77)                1.03
                                                 -----------------   -----------------   -----------------  -----------------
Less Distributions
  From net investment income                            0.00                0.00              (0.01)                0.00
  From net realized gain                                0.00                0.00              (0.63)                0.00
                                                 -----------------    -----------------  -----------------   ----------------
Total distributions                                      0.00                0.00             (0.64)                0.00
                                                  -----------------   -----------------    -----------------  -----------------
Net asset value, end of period                         $ 7.11              $ 6.75             $ 6.62              $ 11.03
                                                  =================   =================    =================  =================

Total Return                                             5.33%                1.96%           (36.07)%             10.30% (b)

Ratios and Supplemental Data
Net assets, end of period (000)                        $ 2,888              $ 2,294           $ 2,289              $ 1,334
Ratio of expenses to average net assets                   1.25%                1.25%             1.25%                1.23% (c)
Ratio of expenses to average net assets
    before reimbursement                                  1.36%                1.31%             1.30%                1.23% (c)
Ratio of net investment income to
    average net assets                                    0.24%              (0.20)%           (0.15)%                0.00%
Ratio of net investment income to
    average net assets before reimbursement               0.12%              (0.26)%           (0.20)%                0.00%
Portfolio turnover rate                                  94.69%               65.66%            86.42%               20.41% (c)
</TABLE>

(a) June 30, 1997 (commencement of operations) to October 31, 1997
(b) For periods of less than a full year, total returns are not annualized.
(c) Annualized

See accompanying notes which are an integral part of the financial statements.
<PAGE>
PAGE>

                           Corbin Small-Cap Value Fund
                          Notes to Financial Statements
                                October 31, 2000


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  Fund 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 Declaration of
Trust  Agreement  permits  the  Board  of  Trustees  (the  "Board")  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  opinion of the Advisor (as such term is defined in note 3 of this
document),  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 Advisor 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
Advisor,  in conformity with guidelines  adopted by and subject to review of the
Board.

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 Advisor
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 Advisor,
subject  to  review  of  the  Board.   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.  Loss  carryforwards  total $375,321 as of October 31,
2000: $300,255 expiring in 2007, and $75,066 expiring in 2006.

Dividends and  Distributions - The Fund intends to distribute  substantially all
of its net  investment  income as dividends to its  shareholders  on at least 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.

                          Corbin Small-Cap Value Fund
                          Notes to Financial Statements
                          October 31, 2000 - continued


NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund  retains  Corbin  &  Company  (the  "Advisor")  to  manage  the  Fund's
investments. David A. Corbin, President of the Advisor, is primarily responsible
for the day-to-day management of the Fund's portfolio.

Under the terms of the  management  agreement  (the  "Agreement"),  the  Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays all of the  expenses of the Fund  except  brokerage  fees and  commissions,
taxes,  interest and, fees and expenses of the  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 Advisor 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.  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 Advisor.  For the year
ended October 31, 2000, the Advisor received a fee of $33,423 from the Fund. The
Advisor has  contractually  agreed to reimburse other expenses to maintain total
fund  operating  expenses  at the rate of 1.25% of net assets  through  March 1,
2001.  For the year ended October 31, 2000, the Advisor  reimbursed  expenses of
$3,064.  There is no assurance that such contractual  agreement will continue in
the future.

     Effective October 12, 2000, AmeriPrime Financial Services, Inc. and Unified
Fund  Services,  Inc.  ("Unified"),  both wholly owned  subsidiaries  of Unified
Financial  Services,  Inc.,  merged  with  one  another.  Prior  to the  merger,
Ameriprime  Financial  Services,  Inc. served as  Administrator to the Fund. The
result of this merger is now Unified Fund Services,  Inc.,  still a wholly owned
subsidiary of Unified Financial Services, Inc.

     The Fund retains Unified Fund Services,  Inc., a wholly owned subsidiary of
Unified  Financial  Services,  Inc., to manage the Fund's  business  affairs and
provide  the Fund with  administrative,  transfer  agency,  and fund  accounting
services,  including all regulatory reporting and necessary office equipment and
personnel.  The  Advisor  paid all  administrative,  transfer  agency,  and fund
accounting  fees on behalf of the Fund per the  management  agreement.  The Fund
retains AmeriPrime  Financial  Securities,  Inc. ( the "Distributor"),  a wholly
owned subsidiary of Unified  Financial  Services,  Inc., to act as the principal
Distributor of the Fund's shares. There were no payments made to the Distributor
for the year ended  October 31, 2000.  Certain  members of management of Unified
Fund Services,  Inc. and the Distributor  are also directors  and/or officers of
Trust.


                           Corbin Small-Cap Value Fund
                          Notes to Financial Statements
                          October 31, 2000 - continued


NOTE 4. SHARE TRANSACTIONS

As of October 31, 2000, there were an unlimited number of authorized  shares for
the Fund. Paid-in capital at October 31, 2000 was $3,880,260.

     Transactions in shares were as follows:

                          Year ended                     Year ended
                       October 31, 2000               October 31, 1999
                     Shares           Dollars       Shares           Dollars

Shares sold          151,045       $1,151,984       114,423         $747,375
Shares issued in
reinvestment of
dividends                  0                0             0                0
Shares redeemed      (85,113)        (646,942)     (120,150)        (765,186)
                    ---------        ----------   ------------      ---------
                      65,932        $ 505,042        (5,727)        $(17,811)
                    =========        ==========   ============      ==========


NOTE 5. INVESTMENTS

For the  year  ended  October  31,  2000,  purchases  and  sales  of  investment
securities,  other  than  short-term  investments,   aggregated  $2,708,903  and
$2,344,641,  respectively.  The gross unrealized appreciation for all securities
totaled  $138,984,  and the gross  unrealized  depreciation  for all  securities
totaled $761,233,  for a net unrealized  depreciation of $622,249. The aggregate
cost of  securities  for  federal  income tax  purposes  at October 31, 2000 was
$3,615,731.


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 Advisor is not a registered  broker-dealer  of securities  and thus does not
receive  commissions  on  trades  made on behalf  of the  Fund.  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, 2000,  Charles
Schwab & Co., for the benefit of its customers,  beneficially  owned over 41% of
the Fund.
<PAGE>
INDEPENDENT AUDITOR'S REPORT


To The Shareholders and Board of Trustees
Corbin Small-Cap Value Fund

We have  audited the  accompanying  statement of assets and  liabilities  of the
Corbin Small-Cap Value Fund, including the schedule of portfolio  investments as
of October 31,  2000,  the related  statement  of  operations  for the year then
ended,  the statements of changes in net assets for each of the two years in the
period then ended, and the financial highlights for each of the two years in the
period  then  ended  and for  the  period  of June  30,  1997  (commencement  of
operation)  through October 31, 1997.  These financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included  confirmation of securities owned as of October 31, 2000, by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Corbin  Small-Cap  Value  Fund as of  October  31,  2000,  the  results of their
operations for the year then ended,  the changes in their net assets for each of
the two years in the period then ended, and the financial highlights for each of
the two years in the period  then  ended,  and for the  period of June 30,  1997
(commencement  of  operations)  through  October 31, 1997,  in  conformity  with
generally accepted accounting principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
November 19, 2000
<PAGE>
Fountainhead Kaleidoscope Fund Annual Report

October 31,  2000 marked the end of  Fountainhead  Kaleidoscope's  first  fiscal
year. We are proud to announce that it was a successful  one as the Fund handily
outperformed all of its comparable  benchmarks.  Kaleidoscope returned 44.9% for
the one-year period ended 10/31/00,  while the Russell 2000 Index returned 17.4%
and the S&P 500 Index returned 6.1% over the same period.

Returns for the Year Ended October 31, 2000

---------------------------------------- ----------------------------------
Fund/Index                               Total Return
                                         Since Inception
                                         November 1, 1999
---------------------------------------- ----------------------------------
Fountainhead Kaleidoscope Fund           44.9%
---------------------------------------- ----------------------------------
S&P 500 Index                             6.1%
Russell 2000 Index                       17.4%
---------------------------------------- ----------------------------------

        Fountainhead Kaleidoscope      Russell 2000         S&P 500
            Fund - $14,490           Index - $11,742    Index - $10,608
              $10,000                     $10,000          $10,000
11/99         $12,600                     $10,598          $10,203
12/99         $13,800                     $11,798          $10,804
1/00          $12,820                     $11,609          $10,261
2/00          $12,860                     $13,525          $10,067
3/00          $13,600                     $12,634          $11,051
4/00          $13,470                     $11,873          $10,719
5/00          $13,280                     $11,181          $10,499
6/00          $14,570                     $12,156          $10,758
7/00          $14,280                     $11,765          $10,590
8/00          $14,970                     $12,663          $11,247
9/00          $14,470                     $12,291          $10,653
10/00         $14,490                     $11,742          $10,608

The Chart shows the value of a hypothetical initial investment of $10,000 in the
Fund,  the Russell  2000  Index,  and the S&P 500 Index on November 1, 1999 (the
inception of the Fund) and held through October 31, 2000. The Russell 2000 Index
and S&P 500 Index are  widely  recognized,  unmanaged  indices  of common  stock
prices.  Performance  figures  include  the change in value of the stocks in the
indices and the  reinvestment of dividends;  they 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.

During the Fund's first fiscal year, the market  environment  was very favorable
from  November  1999 through  early spring 2000.  In March 2000,  the  financial
markets  took a turn for the worse and have traded in a volatile  and  generally
downward  trend.  Despite  a  less-than-favorable  environment,  we were able to
successfully  uncover some diamonds in the rough,  whose values were  eventually
recognized by the market.  ReliaStar  Financial,  VoiceStream  Wireless and Dura
Pharmaceuticals  all entered  into  agreements  to be acquired  during the year,
appreciating 99%, 6%, and 184%,  respectively.  In addition to these stocks, the
Fund was helped by our  healthcare  holdings  (AmeriSource  Health +268% for the
year end 10/31/00,  St. Jude Medical +106%, Watson Pharmaceuticals +85%, Beckman
Coulter +47%, and King Pharmaceuticals  +40%), our financial issues (ACE Limited
133%,  Countrywide Credit +52%, and LaBranche +31%),  select  media/broadcasting
stocks (Gemstar  International  Group +74% and Meredith Corp. +40%), a couple of
food/soft  drink  companies  (Pepsi  Bottling  Group +55% and Wild Oats  Markets
+37%), and some special situations (Equifax +69%, Charter  Communications  +49%,
and Broadwing +36%).

The  Fund's  results  were  hampered,   on  the  other  hand,  by  some  of  our
telecommunications  holdings  (Viatel,   Intermedia  Communications,   and  Flag
Telecom)  and by several of our  cable/media  positions  (PrimaCom  AG,  Granite
Broadcasting, and Adelphia Communications).

Going  forward,  we  believe  that the  macro  environment  may  continue  to be
difficult  over the  intermediate-term,  as the  economy  slows  and the  credit
markets continue to be constrained.  However, the longer-term picture appears to
be an optimistic  one.  Although  painful to many, the recent  pullback in share
prices has been positive for several reasons, but two in particular. First, much
of  the  speculative  froth  has  been  flushed  out  of  the  stock  market  as
Internet-related  start-ups with no credible business plans have been decimated.
In addition,  many  so-called  "safe",  quality  high P/E growth  stocks such as
Nortel (-55% from its 52-week high), Home Depot (-44%), Circuit City (-80%), and
Intel (-47%),  Cisco (-36%),  Oracle (-41%),  Microsoft (-43%), Dell (-58%), and
Lucent (-70%),  descended to earth as their  valuation  levels began to compress
and as investors began  reevaluating  the multiples they wanted to pay for these
former large-cap growth darlings.

The positive implication of these developments is that as capital does flow back
into the equity markets,  it should go to viable,  "real" companies,  which have
valuations that are more realistic.
-------------------------
* Unlike a traditional  value  manager who buys solely low P/E, low  price/book,
low  price/sales,  or low price/cash  flow stocks;  the Fund may own some stocks
which have  traditionally been classified as growth stocks. The Advisor utilizes
a broader  definition of value,  which  includes  purchasing  stocks,  which are
trading at either a discount to their five-year  projected  growth rate, or at a
discount to their  private-market  value.  The fund's Advisor looks favorably at
purchasing  stocks of companies,  which are growing their  earnings,  it is just
sensitive to the price it will pay for that growth.  In the  Advisor's  opinion,
this approach  allows for more  flexibility and provides the opportunity for the
Advisor to take advantage of more opportunities in the market.

This, in turn,  should lead to a more rational and healthy market.  In addition,
this should have positive economic implications,  as capital should be allocated
to  more  productive  and  efficient  areas  of the  economy,  which  have  true
viability,  not those  companies  which  receive  major inflows of money only to
cease to exist after 18 to 24 months.

Most investors have heard the phrase  "reversion to the mean." This terminology,
used constantly in recent years,  contrasts the high  double-digit  returns that
have  been  generated  over  the  last  few  years  as  evidenced  by the  major
cap-weighted  equity  indices,  such as the S&P 500 or the Dow Jones  Industrial
Average,  with historical norms.  However,  rather than being just a theoretical
issue,  it now appears  likely that the major  indices may be returning to their
long-term  average  returns of 10% to 12%, and that the days of "easy money" may
well be gone. With that said, the  implications of this  possibility are not all
that negative,  as the last several  quarters bear striking  similarities to the
1972 through 1974 period when the broader market declined  substantially in 1972
and 1973, but the major indices did not reflect the anguish until 1973 and 1974,
after the Nifty Fifty finally broke down. As was the case during that prior time
period,  the broader market in recent times started its decline in the spring of
1998 and continued through 1999; despite the pain felt by the majority of market
participants,  the S&P 500 and NASDAQ  Composite  all posted  high  double-digit
returns during that time frame. Although higher returns were posted by the major
averages,  they were not  reflective  of a healthy  market.  If a handful of the
largest tech stocks  (which  because of their large  market  caps,  have returns
which impact the indices by a larger degree than the smaller counterparts--often
distorting returns),  the indices would have been in a negative territory.  This
skewed result  essentially masked the difficulties borne by approximately 80% to
90% of stock prices during 1998 and the first part of 1999.  Just as in the 1973
- 1974 period,  the major  indices  turned into  negative  territory  this year,
although  many  industry  groups  of the  broader  market  (such as  healthcare,
financials,  and energy) were generally rising. Although it is unlikely that the
downturn  will  be as  severe  or  as  long  lasting  as  the  early  `70s,  the
similarities  of the timing are  interesting.  In  addition,  indeed,  we may be
closer to the proverbial light at the end of the tunnel.

Going forward, there are several reasons why the worst may actually be behind us
and the equity  markets  should begin to stabilize and produce  modest  positive
results over the next year or so.  During the months of  September  and October,
many mutual funds were heavy sellers as they took losses to offset capital gains
realized earlier in the year.  During this same period,  and continuing into the
end of the  calendar  year,  there have been both heavy  selling by  individuals
taking  losses and  involuntary  investor  selling in the form of margin  calls.
Historically  when investors have been forced to sell their holdings  regardless
of the  attractiveness  of the stocks in their portfolio,  it always seems to be
the final  impetus  behind the  formation  of an  important  market  bottom.  In
addition,  while the economy is  certainly  slowing,  per the Federal  Reserve's
desires and orchestration,  it is worth noting that it is from a very fast pace.
The potential  still exists for the economy to continue to grow, but at a slower
and much  healthier  pace.  Projections  for  earnings  growth  for 2001 for the
overall market vary widely.  Many  economists  forecast  earnings to grow in the
3.0% to 10.5%  range,  a much  slower  pace  from  1999  and  early  2000.  As a
comparison,  earnings  have grown at an average  rate of 7.5% since World War II
and at an average rate of 8.1% during the 1990s. Pardon the old adage, but it is
important  to  realize  that  things  are  different  today,  in that the recent
breakthroughs  in technology  have been  revolutionary  and have changed the way
companies do business.  Today we are  significantly  more efficient than we were
even a decade ago. These breakthroughs  should help keep inflation low and allow
for the  potential  for a profitable  landscape  for those  companies  that take
advantage of the  opportunities  provided.  For those that resist  change or are
slow to adapt,  they will fall to the wayside  much quicker than they would have
in past years. As with all periods of revolutionary change marked by substantial
technological breakthroughs,  a price is paid on the journey to better times, as
with this  excitement  come pockets of "growing  pains" where shakeouts occur in
both the fixed-income and equity markets. It appears that we have been in one of
those periods since March 2000.

A perfect  illustration of this point has been the developments,  concerns,  and
negative  equity returns  generated by the  telecommunications  industry  during
2000, an industry in which the Fund does have exposure.  Telecommunications  has
been an  exciting  area  over the  last few  years.  It has been one  marked  by
consolidation,  explosion in growth,  and very favorable  equity returns through
the better  part of the first  quarter  of 2000.  Similar to many areas in which
Wall Street is involved,  the  excitement for the industry  turned  euphoric and
many companies with  less-than-stellar  track records and flawed  business plans
(such as ICG Telecommunications, RSL Communications, and GST Telecommunications,
all now  bankrupt  or on the  verge of  bankruptcy)  received  funding  from the
capital  markets;  a huge quantity of secondary  offerings  took place,  further
pulling money into the group; IPOs for third-,  fourth-,  and fifth-tier players
occurred; and many  telecommunications  sector funds were spawned. The downside?
These  events  marked the end of the extreme  optimism  for the group and turned
telecom  stocks  into a tailspin as market  participants  watched as their share
prices fell precipitously. The majority of the huge amounts of money plowed into
the industry by fund/portfolio  managers,  investors, and shareholders sits at a
loss. As a result,  tax loss selling was heavy in September and October and will
probably remain that way through the end of the year,  further  pressuring share
prices.

Although  concerns  have been raised about some  fundamental  issues such as too
much capacity  being laid in the ground in fiber  optics,  a lack of spectrum in
the  wireless  industry,  and a lack of funding,  the basic  arguments  for huge
growth and much  potential  still  exists  for those  telecom  players  that are
well-positioned,  prepared,  and are  adequately  funded.  Several  unique niche
companies such as Western Wireless, Broadwing,  Telephone & Data Systems, Dobson
Communications,  and Nextel  Partners,  should emerge as much stronger  entities
after  this  painful  period  plays  out,  as many are  able to pick off  weaker
operators  with strong or  complementary  assets at very favorable and sometimes
even cheap prices.  Despite the downturn in share prices for many of our telecom
holdings,  in some cases their  fundamentals  have actually  improved  since the
start of the year and their  intrinsic  value has  risen.  For  example,  Nextel
Partners,  Dobson Communications,  and Western Wireless all possess assets which
are scarce and becoming increasingly valuable.  That asset is spectrum and it is
an asset that most of the larger wireless communications  companies must acquire
in order to  compete  and to  survive.  Society's  needs  for  telecommunication
services has not diminished or declined.  Personal  cellular use is on the rise.
Devices such as Palm Pilots, wireless handsets, and other personal communication
devices have quickly moved from voice to data transmission.  In addition, demand
for DSLs and Internet access is still high. The long-term outlook is very bright
as  these  tools  become  part  of the  mainstream  of  our  society  and  other
technological  aids become  embraced.  While we are  certainly  going  through a
painful,  but  unfortunately  necessary  weeding out  period,  we believe we are
nearer to a positive resolution and that the inherent value in our holdings will
eventually be unlocked and realized by the market.

Finally,  another  reason for optimism  over the  intermediate-term  lies in our
outlook for  monetary  policy.  Although the labor market  remains  tight,  most
inflationary measures remain well behaved. In addition,  developments around the
world  could hold  promise  on the  inflationary  front for the  United  States.
Competition from Europe, which is hungry to grow but facing slow growth at home,
may become more  intense in many areas.  Even where the U.S.  may have a quality
advantage,  lower prices for similar quality goods may put downward  pressure on
prices. Moreover, for U.S. inflation, this is good news. If these trends were to
continue,  the Fed should  have room to lower  rates in early- to  mid-2001,  an
event which would be well-received by both the equity and fixed-income markets.

With  this  said,  there are some dark  clouds on the  horizon  in the form of a
negatively  charged  U.S.  political  environment,  high  oil  and  gas  prices,
continued  violence  and an  unclear  future in the  Middle  East,  tight  labor
markets,  and the risk of the U.S.  economy slowing too quickly and by too much.
We believe that in this type of  environment,  individual  stock  selection will
continue to be extremely  important.  Returns will probably be more difficult to
generate as has been the case in many past years,  but we do see many attractive
individual opportunities out there and will continue to try and exploit them for
the benefit of our shareholders.

In addition,  we are pleased to report a significant milestone has been achieved
for the Fund. Shortly,  Fountainhead Kaleidoscope Fund will be assigned a ticker
symbol.  The new ticker symbol will be KALEX.  This milestone is significant for
our  shareholders,  as it will become easier to get  information on the Fund. As
always,  information  is available on our website at  www.kingadvisors.com.  The
Fund's NAV is updated and posted daily. In addition,  the Fund's top 5 holdings,
top 5 industry  weightings,  asset  level,  and total  returns  are updated on a
quarterly basis.  The prospectus and shareholder  reports are also available for
viewing.

Thank you for your support of  Fountainhead  Kaleidoscope  Fund during our first
fiscal year.

Sincerely,


Roger E. King
Chairman and President
<PAGE>

Fountainhead Kaleidoscope Fund
Schedule of Investments - October 31, 2000

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

Common Stocks - 98.4%                                  Shares                       Value

Biological Products (No Diagnostic Substances) - 3.2%
BioChem Pharma, Inc. (a)                                  3,500                        $ 86,625
                                                                                ----------------
Bottled & Canned Soft Drinks & Carbonated Waters - 2.9%
Whitman Corp.                                             6,000                          78,000
                                                                                -----------------
Cable & Other Pay Television Services - 14.7%
Adelphia Communications Corp. - Class A (a)               2,450                          81,309
Charter Communications, Inc. (a)                          6,000                         117,000
PrimaCom AG  (a) (c)                                     12,900                         122,550
UnitedGlobalCom, Inc. (a)                                 2,500                          79,531
                                                                                -----------------
                                                                                        400,390
                                                                                -----------------
Calculating & Accounting Machines (No Electronic Computers) - 2.9%
Diebold, Inc.                                             3,000                          78,000
                                                                                -----------------
Commercial Banks & Trusts - 3.8%
Golden State Bancorp, Inc.                                4,000                         104,500
                                                                                -----------------
Electromedical & Electrotherapeutic Apparatus - 4.6%
St. Jude Medical, Inc. (a)                                2,300                         126,500
                                                                                -----------------
Miscellaneous Chemical Products - 3.1%
Great Lakes Chemical Corp.                                2,500                          83,438
                                                                                -----------------
Mortgage Bankers & Loan Correspondents - 1.5%
Countrywide Credit Industries, Inc.                       1,100                          41,181
                                                                                -----------------
Natural Gas Transmission & Distribution - 2.5%
Southwest Gas Corp.                                       3,300                          68,887
                                                                                -----------------
Office Machines - 2.6%
Bell & Howell Co. (a)                                     3,800                          72,200
                                                                                -----------------
Periodicals: Publishing, or Publishing & Printing - 3.1%
Meredith Corp.                                            2,700                          85,725
                                                                                -----------------
Fountainhead Kaleidoscope Fund
Schedule of Investments - October 31, 2000  - continued


Common Stocks - continued                              Shares                       Value

Pharmaceutical Preparations - 12.2%
Dura Pharmaceuticals, Inc. (a)                            4,500                       $ 154,969
King Pharmaceuticals, Inc. (a)                            3,000                         134,438
Watson Pharmaceuticals, Inc. (a)                            700                          43,794
                                                                                -----------------
                                                                                        333,201
                                                                                -----------------
Radio Broadcasting Stations - 2.8%
Paxson Communications Corp. - Class A (a)                 6,600                          75,075
                                                                                -----------------
Radio Telephone Communications - 11.9%
Dobson Communications Corp. (a)                          12,000                         156,000
Nextel Partners, Inc. (a)                                 3,800                          93,100
Western Wireless Corp. - Class A (a)                      1,600                          76,000
                                                                                -----------------
                                                                                        325,100
                                                                                -----------------
Security Brokers, Dealers & Flotation Companies - 6.7%
LaBranche & Co, Inc. (a)                                  4,600                         182,275
                                                                                -----------------
Services - Advertising - 3.2%
Ackerley Group, Inc.                                      8,400                          87,150
                                                                                -----------------
Services - Auto Rental & Leasing (No Drivers) - 2.7%
Dollar Thrifty Automotive Group, Inc. (a)                 4,800                          73,800
                                                                                -----------------
Services - Consumer Credit Reporting, Collection Agencies - 1.6%
Equifax, Inc.                                             1,300                          44,850
                                                                                -----------------
Surgical & Medical Instruments & Apparatus - 2.6%
Boston Scientific Corp. (a)                               4,500                          71,719
                                                                                -----------------
Telephone Communications (No Radio Telephone) - 8.5%
Broadwing, Inc. (a)                                         943                          26,640
Telephone & Data Systems, Inc.                              800                          84,400
Viatel, Inc. (a)                                         12,500                         120,312
                                                                                -----------------
                                                                                        231,352
                                                                                -----------------
Television Broadcasting Stations - 1.3%
Granite Broadcasting Corp. (a)                           11,000                          34,375
                                                                                -----------------
TOTAL COMMON STOCKS (Cost $2,429,816)                                               $ 2,684,343
                                                                                -----------------

Fountainhead Kaleidoscope Fund
Schedule of Investments - October 31, 2000  - continued


                                                     Principal
                                                       Amount                       Value

Money Market Securities - 0.6%
Firstar Treasury Fund, 5.54% (b) (Cost $15,774)          15,774                        $ 15,774
                                                                                -----------------
TOTAL INVESTMENTS - 99.0% (Cost $2,445,590)                                           2,700,117
                                                                                -----------------
Other Assets less Liabilities - 1.0%                                                     27,509
                                                                                -----------------
Total Net Assets - 100.0%                                                           $ 2,727,626
                                                                                =================

(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at October
31, 2000.
(c) American Depository Receipt

</TABLE>

<PAGE>

Fountainhead Kaleidoscope Fund                                  October 31, 2000
Statement of Assets & Liabilities

<TABLE>
<S>                                                   <C>                   <C>
Assets
Investment in securities, at value (Cost $2,445,590)                              $ 2,700,117
Cash                                                                                      610
Receivable for investment sold                                                        248,698
Interest receivable                                                                        68
                                                                             -----------------
     Total assets                                                                   2,949,493

Liabilities
Accrued investment advisory fee payable                            $ 2,677
Payable for securities purchased                                   219,190
                                                          -----------------
     Total liabilities                                                                221,867
                                                                             -----------------
Net Assets                                                                        $ 2,727,626
                                                                             =================
Net Assets consist of:
Paid in capital                                                                   $ 2,474,114
Accumulated net realized loss on investments                                           (1,015)
Net unrealized appreciation on investments                                            254,527
                                                                             -----------------
Net Assets, for 188,306 shares                                                    $ 2,727,626
                                                                             =================
Net Asset Value
Net Assets
Offering price and redemption price per share  ($ 2,727,626 / 188,306)                $ 14.49
                                                                             =================
</TABLE>


See accompanying notes which are an integral part of the financial statements.

<PAGE>

Fountainhead Kaleidoscope Fund
Statement of Operations for the year ended October 31, 2000

<TABLE>
<S>                                                      <C>                     <C>
Investment Income
Dividend income                                                                          $ 6,653
Interest income                                                                            6,368
                                                                                 ----------------
Total Income                                                                              13,021


Expenses
Investment advisory fee                                               $ 30,115
Trustees' fees                                                           1,843
                                                                ---------------
Total expenses before waivers and reimbursements                        31,958
Waived fees and reimbursed expenses                                    (10,447)
                                                                ---------------
Total operating expenses                                                                  21,511
                                                                                 ----------------
Net Investment Loss                                                                       (8,490)
                                                                                 ----------------
Realized & Unrealized Gain (Loss)
Net realized loss on investment securities                              (1,015)
Change in net unrealized appreciation (depreciation)
  on investment securities                                             254,527
                                                                ---------------
Net gain on investment securities                                                        253,512
                                                                                 ----------------
Net increase in net assets resulting from operations                                   $ 245,022
                                                                                 ================
</TABLE>


See accompanying notes which are an integral part of the financial statements.
<PAGE>
Fountainhead Kaleidoscope Fund
Statement of Changes in Net Assets

                                                                      Year ended
                                                                October 31, 2000
                                                            --------------------
Increase/(Decrease) in Net Assets
Operations
  Net investment loss                                                  $ (8,490)
  Net realized loss on investment securities                             (1,015)
  Change in net unrealized
         appreciation (depreciation)                                    254,527
                                                            --------------------
  Net increase in net assets
         resulting from operations                                      245,022
                                                            --------------------
Distributions to shareholders
  From net investment income                                                  0
  From net realized gain                                                      0
                                                            --------------------
  Total distributions                                                         0
                                                            --------------------
Share Transactions
  Net proceeds from sale of shares                                    2,508,109
  Shares issued in reinvestment
    of distributions                                                          0
  Shares redeemed                                                       (25,505)
                                                            --------------------
Net increase in net assets resulting
  from share transactions                                             2,482,604
                                                            --------------------

  Total increase in net assets                                        2,727,626

Net Assets
  Beginning of period                                                         0
                                                           --------------------
  End of period [including accumulated
     undistributed net investment income of $0]                     $ 2,727,626
                                                           ====================


See accompaning notes which are an integral part of the financial statements.
<PAGE>

Fountainhead Kaleidoscope Fund
Financial Highlights for the year ended October 31, 2000

Selected Per Share Data
Net asset value, beginning of period                                  $ 10.00
                                                            ------------------
Income from investment operations
  Net investment loss                                                   (0.07)
  Net realized and unrealized gain (loss)                                4.56
                                                            ------------------
Total from investment operations                                         4.49
                                                            ------------------
Less Distributions
  From net investment income                                             0.00
  From net realized gain                                                 0.00
                                                            ------------------
Total distributions                                                      0.00
                                                            ------------------

Net asset value, end of period                                        $ 14.49
                                                            ==================

Total Return                                                           44.90%

Ratios and Supplemental Data
Net assets, end of period (000)                                        $2,728
Ratio of expenses to average net assets                                 1.25%
Ratio of expenses to average net assets
   before fee waivers and reimbursement                                 1.86%
Ratio of net investment loss to average
  net assets                                                            (0.49)%
Ratio of net investment loss to average
  net assets before fee waivers and
  reimbursement                                                         (1.10)%
Portfolio turnover rate                                                 195.96%


See accompanying notes which are an integral part of the financial statements.
<PAGE>
                         Fountainhead Kaleidoscope Fund
                          Notes To Financial Statements
                                October 31, 2000

NOTE 1. ORGANIZATION

     The Fountainhead  Kaleidoscope  Fund (the "Fund") was organized as a series
of the AmeriPrime Funds, an Ohio business trust (the "Trust"),  on September 29,
1999 and commenced  operations on November 1, 1999. The Fund is registered under
the  Investment  Company Act of 1940,  as amended,  as a  diversified,  open-end
management  investment  company.  The Fund's investment  objective is to provide
long-term  capital  growth.  The  Declaration  of Trust  Agreement  for the Fund
permits the Board of Trustees  (the  "Board")  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  opinion of the Advisor (as such term is defined in note 3 of this
document),  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 Advisor 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
Advisor,  in conformity with guidelines  adopted by and subject to review of the
Board.

     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
Advisor 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,  when  restricted or illiquid  securities  are being valued,
securities  are valued at fair value as determined in good faith by the Advisor,
subject  to  review  by  the  Board.   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 its net investment  income
and any realized capital gains.

     Dividends and  Distributions  - The Fund intends to comply with federal tax
rules regarding  distribution of substantially all its net investment income and
capital gains. These rules may cause multiple distributions during the course of
the year.

     Redemption  Fees - The Fund charges a  redemption  fee of 1% of the current
net asset  value of shares  redeemed if the shares are owned less than 180 days.
The fee is charged for the benefit of remaining

                         Fountainhead Kaleidoscope Fund
                          Notes To Financial Statements
                          October 31, 2000 - continued

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued

shareholders  to defray  Fund  portfolio  transaction  expenses  and  facilitate
portfolio management.  This fee applies to shares being redeemed in the order in
which they are  purchased.  The fee, which is retained by the Fund, is accounted
for as an addition to paid-in capital.

     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.  Generally accepted accounting principals
require  that  permanent  financial   reporting  tax  differences   relating  to
shareholder distributions be reclassified to paid-in capital.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

     The Fund retains King Investment  Advisors,  Inc., 1980 Post Oak Boulevard,
Suite 2400,  Houston,  Texas  77056-3898  (the  "Advisor")  to manage the Fund's
investments.  Roger E. King, President of the Advisor, is primarily  responsible
for the day-to-day management of the Fund's portfolio.

     Under the terms of the management agreement (the "Agreement"),  the Advisor
manages the Fund's investments  subject to approval of the Board of Trustees and
pays  all of the  expenses  of the Fund  except  brokerage  commissions,  taxes,
borrowing  costs (such as (a) interest and (b) dividend  expenses on  securities
sold  short),  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 Advisor a
fee  computed  and accrued  daily and paid monthly at an annual rate of 1.75% of
the average  daily net assets of the Fund.  For the year ended October 31, 2000,
the Advisor  earned a fee of $30,115  from the Fund.  The Advisor  contractually
agreed  to waive  fees by 0.50% of the  average  daily  net  assets  of the Fund
through  February 28,  2001.  For the year ended  October 31, 2000,  the Advisor
waived fees of $8,604. In addition, the Advisor has agreed to reimburse expenses
for the Fund to the extent necessary to maintain total operating expenses at the
rate of 1.25%.  For the year ended  October 31,  2000,  the  Advisor  reimbursed
expenses of $1,843. There is no assurance that such an arrangement will continue
in the future.

     Effective October 12, 2000, AmeriPrime Financial Services, Inc. and Unified
Fund  Services,  Inc.,  both  wholly  owned  subsidiaries  of Unified  Financial
Services,  Inc.,  merged  with  one  another.  Prior to the  merger,  Ameriprime
Financial Services,  Inc. served as the administrator for the Fund. Prior to the
merger, AmeriPrime Financial Services, Inc. served as Administrator to the Fund.
The result of this merger is now Unified  Fund  Services,  Inc.,  still a wholly
owned subsidiary of Unified Financial Services, Inc.

     The Fund retains Unified Fund Services,  Inc., a wholly owned subsidiary of
Unified  Financial  Services,  Inc., to manage the Fund's  business  affairs and
provide  the Fund with  administrative,  transfer  agency,  and fund  accounting
services,  including all regulatory reporting and necessary office equipment and
personnel.  The  Advisor  paid all  administrative,  transfer  agency,  and fund
accounting  fees on behalf of the Fund per the  management  agreement.  The Fund
retains AmeriPrime  Financial  Securities,  Inc. (the  "Distributor"),  a wholly
owned subsidiary of Unified  Financial  Services,  Inc., to act as the principal
Distributor of the Fund's shares. There were no payments made to the Distributor
for the year ended  October 31, 2000.  Certain  members of management of Unified
Fund Services,  Inc. and the Distributor  are also directors  and/or officers of
the Trust.

                         Fountainhead Kaleidoscope Fund
                          Notes To Financial Statements
                          October 31, 2000 - continued

NOTE 4. SHARE TRANSACTIONS

     As of October 31,  2000,  the Fund had an  unlimited  number of  authorized
shares. Paid-in capital at October 31, 2000 was $2,474,114.

     Transactions in shares were as follows:


                                      Year ended
                                October 31, 2000

                                 Shares Dollars

  Shares sold                 190,041      $2,508,109
  Shares issued in
   reinvestment of
    distributions                   0               0
  Shares redeemed              (1,735)        (25,505)
                              --------     ------------
                              188,306      $2,482,604
                              ========     ============

NOTE 5. INVESTMENTS

     For the year ended  October 31,  2000,  purchases  and sales of  investment
securities,   other  than  short-term   investments,   totaled   $5,536,737  and
$3,105,906,  respectively.  The gross unrealized appreciation for all securities
totaled  $464,296  and the  gross  unrealized  depreciation  for all  securities
totaled $209,769 for a net unrealized  appreciation of $254,527.  The total cost
of  securities  for  federal  income  tax  purposes  at  October  31,  2000  was
$2,445,590.

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 Advisor is not a registered  broker-dealer  of securities and thus does
not receive  commissions  on trades made on behalf of the Fund.  The  beneficial
ownership,  either  directly  or  indirectly,  of more  than  25% of the  voting
securities  of the 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, 2000,
Roger E. King owned of record, in aggregate, 26% of the Fund.
<PAGE>

                    INDEPENDENT AUDITOR'S REPORT


To The Shareholders and
Board of Trustees
Fountainhead Kaleidoscope Fund

We have  audited the  accompanying  statement of assets and  liabilities  of the
Fountainhead  Kaleidoscope Fund, including the schedule of portfolio investments
as of October 31, 2000, and the related  statement of operations,  the statement
of changes in net assets, and financial  highlights for the period from November
1, 1999  (commencement  of  operations)  to October  31, 2000 in the period then
ended.   These   financial   statements   and  financial   highlights   are  the
responsibility  of the Funds'  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audits.

We  conducted  our  audits  in  accordance  with  generally   accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable  assurance  about  whether the  financial  statements  and  financial
highlights are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements. Our procedures included confirmation of investments and cash held as
of October 31, 2000 by correspondence  with the custodian and brokers.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Fountainhead  Kaleidoscope  Fund as of  October  31,  2000,  the  results of its
operations,  the changes in its net assets, and the financial highlights for the
period from November 1, 1999 (commencement of operations) to October 31, 2000 in
the  period  then  ended,  in  conformity  with  generally  accepted  accounting
principles.


McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
November 19, 2000

<PAGE>

Fountainhead Special Value Fund Annual Report


October 31, 2000 marked the end of  Fountainhead  Special  Value Fund's  (KINGX)
fourth fiscal year. After an outstanding 1999, the year of 2000 has proven to be
a difficult one.  Thanks to a strong start during our most recent year, the Fund
was able to  outperform  its  comparable  benchmarks,  returning  23.4%  for the
one-year period ended  10/31/00,  while the Russell Midcap Index returned 23.7%,
the Russell 2000 returned  17.4%,  and the S&P 500 Index  returned 6.8% over the
same time period. Since inception,  the Fund continued to handily outperform its
benchmarks,  turning in a compound  annual  return of 31.4% versus 17.5% for the
Russell Midcap, 10.0% for the Russell 2000, and 19.7% for the S&P 500.

Returns for the Year Ended October 31, 2000
------------------------------------------------------------------------------
          Fund/Index              1 Year              Average Annual Return
                                                         Since Inception
                                                        December 31, 1996
------------------------------------------------------------------------------
Fountainhead Special Value        23.4%                       31.4%
Fund
------------------------------------------------------------------------------
S&P 500 Index                      6.8%                       19.7%
Russell 2000 Index                17.4%                       10.0%
Russell Midcap Index              23.7%                       17.5%
------------------------------------------------------------------------------

               Fountainhead Special         Russell 2000        Russell Midcap
               Value Fund - $28,462       Index - $14,400      Index - $18,563
     12/96           $10,000                  $10,000              $10,000
      1/97           $10,420                  $10,200              $10,374
      4/97            $9,860                   $9,509              $10,165
      7/97           $11,990                  $11,533              $12,203
     10/97           $13,370                  $12,105              $12,263
      1/98           $13,433                  $12,043              $12,659
      4/98           $16,476                  $13,540              $14,332
      7/98           $15,424                  $11,798              $13,409
     10/98           $12,481                  $10,669              $12,810
      1/99           $13,967                  $12,088              $14,181
      4/99           $16,534                  $12,296              $15,182
      7/99           $19,008                  $12,683              $15,242
     10/99           $23,100                  $12,266              $15,003
      1/00           $29,384                  $14,237              $16,237
      4/00           $27,511                  $14,561              $17,611
      7/00           $26,026                  $14,428              $17,454
     10/00           $28,462                  $14,400              $18,563

The chart shows the value of a hypothetical initial investment of $10,000 in the
Fund, the Russell MidCap Index,  and the Russell 2000 Index on December 31, 1996
and held through October 31, 2000. The Russell MidCap Index and the Russell 2000
Index  are  widely  recognized,   unmanaged  indices  of  common  stock  prices.
Performance figures include the change in value of the stocks in the indices and
the reinvestment of dividends; they 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.

During the Fund's most  recent  fiscal  year,  the market  environment  was very
favorable  from November 1999 through early spring 2000.  The financial  markets
took a turn for the worse in March  2000,  and since then they have  traded in a
volatile  and   generally   downward   trend.   Despite  a   less-than-favorable
environment,  we were able to  successfully  uncover some diamonds in the rough,
whose values were eventually recognized by the market.  VoiceStream Wireless and
Dura  Pharmaceuticals  entered into  agreements to be acquired  during the year,
appreciating 60% and 184%,  respectively.  In addition to these stocks, the Fund
was helped by our  healthcare  holdings  (St. Jude Medical +97% for the one-year
ended 10/31/00,  Watson  Pharmaceuticals  +85%,  Beckman Coulter +47%, Elan Corp
+66%, and King  Pharmaceuticals  +40%), our financial issues (Countrywide Credit
Industries  +52%,  LaBranche  +32%,  and  Golden  State  Bancorp  +25%),  a  few
media/broadcasting  stocks  (Gemstar  International  Group  +70%),  select local
exchange telecom carriers (CenturyTel +47% and Broadwing +36%), and some special
situations (Equifax +36% and Charter Communications +41%).

The Fund's  results  were  hampered by some of our  telecommunications  holdings
(Viatel,  Global Crossing,  Intermedia  Communications,  WinStar Communications,
Net2Phone,  and  Flag  Telecom)  and by  certain  of our  cable  and  technology
positions (PrimaCom AG, UnitedGlobalCom,  EarthLink, ACTV, Granite Broadcasting,
Adelphia  Communications,  and  Siliconix).  Some of these  positions  have been
eliminated  where the fundamentals  appear less promising.  Those that have been
retained offer, in our opinion, good potential for recovery.

Going  forward,  we  believe  that the  macro  environment  may  continue  to be
difficult  over the  intermediate-term,  as the  economy  slows  and the  credit
markets continue to be constrained.  However, the longer-term picture appears to
be an optimistic  one.  Although  painful to many, the recent  pullback in share
prices has been positive for several reasons, but two in particular. First, much
of  the  speculative  froth  has  been  flushed  out  of  the  stock  market  as
Internet-related  start-ups with no credible business plans have been decimated.
In addition,  many  so-called  "safe",  quality  high P/E growth  stocks such as
Nortel (-55% from its 52-week  high),  Home Depot  (-44%),  Circuit City (-80%),
Intel (-47%),  Cisco (-36%),  Oracle (-41%),  Microsoft (-43%), Dell (-58%), and
Lucent (-70%),  descended to earth as their  valuation  levels began to compress
and as investors began  reevaluating  the multiples they wanted to pay for these
former large-cap growth darlings.

The positive implication of these developments is that as capital does flow back
into the equity  markets,  it should go to viable,  "real"  companies which have
more  realistic  valuations.  This, in turn,  should lead to a more rational and
healthy market. In addition,  this should have positive economic implications as
capital  should be  allocated  to more  productive  and  efficient  areas of the
economy  which have true  viability,  not those  companies  which  receive major
inflows of money only to cease to exist after 18 to 24 months.

Most  investors  have heard the phrase  "return to the mean." This  terminology,
used constantly in recent years,  contrasts the high double-digits  returns that
have  been  generated  over  the  last  few  years  as  evidenced  by the  major
cap-weighted  equity  indices,  such as the S&P 500 or the Dow Jones  Industrial
Average,  with historical norms.  However,  rather than being just a theoretical
issue,  it now appears  likely that the major  indices may be returning to their
long-term  average  returns of 10% to 12%, and that the days of "easy money" may
well be gone. With that said, the  implications of this  possibility are not all
that negative,  as the last several  quarters bear striking  similarities to the
1972 through 1974 period when the broader market declined  substantially in 1972
and 1973, but the major indices did not reflect the anguish until 1973 and 1974,
after the Nifty Fifty finally broke down. As was the case during that prior time
period,  the broader market in recent times started its decline in the spring of
1998 and continued through 1999; despite the pain felt by the majority of market
participants,  the S&P 500 and NASDAQ  Composite  all posted  high  double-digit
returns during that time frame. Although higher returns were posted by the major
averages, they were not reflective of a healthy market. After removing a handful
of the largest  tech stocks  (which  because of their large  market  caps,  have
returns   which  impact  the  indices  by  a  larger  degree  than  the  smaller
counterparts--often   distorting  returns),  the  indices  moved  into  negative
territory.  This skewed  result  essentially  masked the  difficulties  borne by
approximately 80% to 90% of stock prices during 1998 and the first part of 1999.
Just as in the 1973 - 1974  period,  the  major  indices  turned  into  negative
territory this year,  although many industry  groups of the broader market (such
as healthcare,  financials,  and energy) were generally  rising.  Although it is
unlikely  that the downturn  will be as severe or as  long-lasting  as the early
`70s, the  similarities  of the timing are  interesting.  And indeed,  we may be
closer to the proverbial light at the end of the tunnel.

Going forward, there are several reasons why the worst may actually be behind us
and the equity  markets  should begin to stabilize and produce  modest  positive
results over the next year or so.  During the months of  September  and October,
many mutual funds were heavy sellers as they took losses to offset capital gains
realized  earlier in the year.  During this same time period,  and continuing on
into the end of the  calendar  year,  there  have been  both  heavy  selling  by
individuals taking losses and involuntary investor selling in the form of margin
calls.  Historically  when  investors  have been  forced to sell their  holdings
regardless of the  attractiveness  of the stocks in their  portfolio,  it always
seems to be the final  impetus  behind  the  formation  of an  important  market
bottom.  In addition,  while the economy is certainly  slowing,  per the Federal
Reserve's desires and  orchestration,  it is worth noting that it is from a very
fast pace.  The potential  still exists for the economy to continue to grow, but
at a slower and much healthier  pace.  Projections  for earnings growth for 2001
for the overall market vary widely. Most economists forecast earnings to grow in
the 9.0% to 13.5% range,  a slower pace from 1999 and early 2000,  but a far cry
from one that is anemic or recessionary. As a comparison, earnings have grown at
an average rate of 7.5% since World War II and at an average rate of 8.1% during
the 1990s.  Pardon the old adage, but it is important to realize that things are
different  today,  in that the  recent  breakthroughs  in  technology  have been
revolutionary  and have  changed the way  companies  do  business.  Today we are
significantly more efficient than we were even a decade ago. These breakthroughs
should help keep  inflation  low and allow for the  potential  for a  profitable
landscape for those companies that take advantage of the opportunities provided.
For  those  which  resist  change  or are slow to  adapt,  they will fall to the
wayside much quicker than they would have in past years.  As with all periods of
revolutionary change marked by substantial technological breakthroughs,  a price
is paid on the journey to better times,  as with this excitement come pockets of
"growing  pains"  where  shakeouts  occur in both the  fixed-income  and  equity
markets. It appears that we have been in one of those periods since March 2000.

A perfect  illustration of this point has been the developments,  concerns,  and
negative  equity returns  generated by the  telecommunications  industry  during
2000, an industry in which the Fund does have exposure.  Telecommunications  has
been an  exciting  area  over the  last few  years.  It has been one  marked  by
consolidation,  explosion in growth,  and very favorable  equity returns through
the better  part of the first  quarter  of 2000.  Similar to many areas in which
Wall Street is involved,  the  excitement for the industry  turned  euphoric and
many companies with  less-than-stellar  track records and flawed  business plans
(such as ICG Telecommunications, RSL Communications, and GST Telecommunications,
all now  bankrupt  or on the  verge of  bankruptcy)  received  funding  from the
capital  markets;  a huge quantity of secondary  offerings  took place,  further
pulling money into the group; IPOs for third-,  fourth-,  and fifth-tier players
occurred; and many  telecommunications  sector funds were spawned. The downside?
These  events  marked the end of the extreme  optimism  for the group and turned
telecom  stocks  into a tailspin as market  participants  watched as their share
prices fell precipitously. The majority of the huge amounts of money plowed into
the industry by fund/portfolio managers, investors, and shareholders all sits at
a loss.  As a result,  tax loss selling was heavy in  September  and October and
will probably  remain that way through the end of the year,  further  pressuring
share prices.

Although  concerns  have been raised about some  fundamental  issues such as too
much capacity  being laid in the ground in fiber  optics,  a lack of spectrum in
the  wireless  industry,  and a lack of funding,  the basic  arguments  for huge
growth and much  potential  still  exists  for those  telecom  players  that are
well-positioned,  prepared,  and are  adequately  funded.  Several  unique niche
companies such as Global Crossing,  WinStar,  Western Wireless,  Rural Cellular,
and Nextel  Communications,  should emerge as much stronger  entities after this
painful  period  plays out, as many are able to pick off weaker  operators  with
strong or  complementary  assets at very  favorable  and  sometimes  even  cheap
prices.  Despite the downturn in share prices for many of our telecom  holdings,
in some cases their  fundamentals  have actually improved since the start of the
year and their intrinsic value has risen. Global Crossing, for example, recently
raised  expectations  for the year, as the company  expects cash flow and EBITDA
growth to be above  analysts'  expectations.  In addition,  the Company is fully
funded until it projects to turn cash flow positive,  sometime in 2002.  WinStar
Communications,  a  unique  competitive  local  exchange  carrier  (CLEC),  also
recently  reported  better-than-expected  results.  It too announced its funding
status was in excellent shape as a consortium led by Microsoft, Compaq Computer,
Nortel and others  injected $200 million into the company.  Management  believes
that  this is more  than  enough to carry  the  company  through  until it turns
profitable   (on  a  cash  flow  basis).   Finally,   Rural   Cellular,   Nextel
Communication,  and Western  Wireless  all possess  assets  which are scarce and
becoming increasingly  valuable.  That asset is spectrum and it is an asset that
most of the larger  wireless  communications  companies must acquire in order to
compete and to survive.  Society's needs for telecommunication  services has not
diminished or declined.  Personal  cellular use is on the rise.  Devices such as
Palm Pilots,  wireless handsets,  and other personal  communication devices have
quickly moved from voice to data transmission.  In addition, demand for DSLs and
Internet  access is still high.  The  long-term  outlook is very bright as these
tools become part of the mainstream of our society and other  technological aids
become  embraced.   While  we  are  certainly  going  through  a  painful,   but
unfortunately  necessary  weeding  out  period,  we  believe  we are nearer to a
positive  resolution and that the inherent value in our holdings will eventually
be unlocked and realized by the market.

Finally,  another  reason for optimism  over the  intermediate-term  lies in our
outlook for  monetary  policy.  Although the labor market  remains  tight,  most
inflationary measures remain well-behaved. In addition,  developments around the
world  could hold  promise  on the  inflationary  front for the  United  States.
Competition from Europe, which is hungry to grow but facing slow growth at home,
may become more  intense in many areas.  Even where the U.S.  may have a quality
advantage,  lower prices for similar quality goods may put downward  pressure on
prices.  And for U.S.  inflation,  this is good news.  If these  trends  were to
continue,  the Fed should  have room to lower  rates in early- to  mid-2001,  an
event which would be well-received by both the equity and fixed-income markets.

With  this  said,  there are some dark  clouds on the  horizon  in the form of a
negatively  charged  U.S.  political  environment,  high  oil  and  gas  prices,
continued  violence  and an  unclear  future in the  Middle  East,  tight  labor
markets,  and the risk of the U.S.  economy slowing too quickly and by too much.
We believe that in this type of  environment,  individual  stock  selection will
continue to be extremely  important.  Returns will probably be more difficult to
generate as has been the case in many past years,  but we do see many attractive
individual opportunities out there and will continue to try and exploit them for
the benefit of our shareholders.

In addition,  we are pleased to report a significant milestone has been achieved
for the Fund. The Fund's NAV will now be listed in many newspapers.  The listing
will appear under the abbreviation "FountnhdSpV".  As always, information on the
Fund is also available on our website at www.kingadvisors.com. The Fund's NAV is
updated and posted daily. In addition, the Fund's top 5 holdings, top 5 industry
weightings, asset level, and total returns are updated on a quarterly basis. The
prospectus and shareholder reports are also available for viewing.

Thank you for your continued support of the Fountainhead Special Value Fund.


Sincerely,





Roger E. King
Chairman and President
<PAGE>

Fountainhead Special Value Fund
Schedule of Investments - October 31, 2000
<TABLE>
<S>                                                      <C>                      <C>
Common Stocks - 100.1%                                     Shares                      Value

Cable and Other Pay Television Services - 17.1%
Adelphia Communication Corp. - Class A (a)                    41,228                  $ 1,368,254
Cablevision Systems Corp. - Class A (a)                       15,000                    1,117,500
Charter Communications, Inc. - Class A (a)                    51,000                      994,500
PrimaCom AG (a) (c)                                            4,500                       42,750
UnitedGlobalCom, Inc. (a)                                     23,000                      731,687
                                                                                   ---------------
                                                                                        4,254,691
                                                                                   ---------------
Laboratory Analytical Instruments - 0.7%
Beckman Coulter, Inc.                                          2,400                      168,150
                                                                                   ---------------
Miscellaneous Chemical Products - 3.1%
Great Lakes Chemical Corp.                                    23,000                      767,625
                                                                                   ---------------
Pharmaceuticals - 15.9%
Biochem Pharma, Inc. (a)                                      31,000                      767,250
Dura Pharmaceuticals, Inc. (a)                                51,000                    1,756,313
King Pharmaceuticals, Inc. (a)                                20,000                      896,250
Watson Pharmaceuticals, Inc. (a)                               8,900                      556,806
                                                                                   ---------------
                                                                                        3,976,619
                                                                                   ---------------
Radio and TV Broadcasting & Communications Equipment - 1.4%
ACTV, Inc. (a)                                                36,100                      355,361
                                                                                   ---------------
Savings and Loans - 3.0%
Golden State Bancorp, Inc.                                    28,800                      752,400
                                                                                   ---------------
Security Brokers, Dealers - 4.1%
LaBranche & Co., Inc. (a)                                     25,600                    1,014,400
                                                                                   ---------------
Services - advertising - 2.6%
Ackerley Group, Inc.                                          62,000                      643,250
                                                                                   ---------------
Services - Consumer Credit Reporting Collection Agencies - 1.7%
Equifax, Inc.                                                 12,000                      414,000
                                                                                   ---------------
Surgical/Medical Instruments - 4.5%
Boston Scientific Corp. (a)                                   43,000                      685,312
St. Jude Medical, Inc.                                         8,200                      451,000
                                                                                   ---------------
                                                                                        1,136,312
                                                                                   ---------------
Technology - Electronic Components - 1.4%
Diebold, Inc.                                                 13,700                      356,200
                                                                                   ---------------
Fountainhead Special Value Fund
Schedule of Investments - October 31, 2000 - continued

Common Stocks - continued                                  Shares                      Value

Telephone Communications (No Radiotelephone) - 22.9%
Broadwing, Inc. (a)                                           36,300                  $ 1,025,475
CenturyTel, Inc.                                              23,000                      885,500
Global Crossing Ltd. (a)                                      27,290                      644,726
Telephone & Data Systems, Inc.                                 8,300                      875,650
Viatel Inc. (a)                                              177,600                    1,709,400
WinStar Communications, Inc. (a)                              29,500                      575,250
                                                                                   ---------------
                                                                                        5,716,001
                                                                                   ---------------
Television Broadcasting Stations - 0.1%
Granite Broadcasting Group, Inc. (a)                           6,000                       18,750
                                                                                   ---------------
Wireless Communications - 21.6%
Dobson Communications Corp. (a)                              100,000                    1,300,000
NEXTEL Communications, Inc.  - Class A (a)                    12,200                      468,938
NEXTEL Partners, Inc. - Class A (a)                           31,200                      764,400
Voicestream Wireless Corp. (a)                                12,775                    1,679,913
Western Wireless Corp. - Class A (a)                          24,600                    1,168,500
                                                                                   ---------------
                                                                                        5,381,751
                                                                                   ---------------
   TOTAL COMMON STOCKS                                                                 24,955,510
                                                                                   ---------------

TOTAL INVESTMENTS - 100.1% (Cost $19,289,217)                                          24,955,510
                                                                                   ---------------
Other assets less liabilities - (0.1)%                                                    (34,786)
                                                                                   ---------------
Total Net Assets - 100.0%                                                            $ 24,920,724
                                                                                   ===============
(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at October
31, 2000.
(c) American Depository receipt
</TABLE>


See accompanying notes which are an integral part of the financial statements.
<PAGE>

Fountainhead Special Value Fund                                 October 31, 2000
Statement of Assets & Liabilities
<TABLE>
<S>                                                         <C>                    <C>
Assets
Investment in securities, at value (Cost $19,289,217)                                     $ 24,955,510
Receivable for investment sold                                                                 600,162
Dividend receivable                                                                                408
Interest receivable                                                                              3,316
                                                                                    -------------------
     Total assets                                                                           25,559,396

Liabilities

Accrued investment advisory fee                                        $ 44,421
Payable to custodian bank                                               578,801
Other payables and accrued expenses                                      15,450
                                                               ----------------
     Total liabilities                                                                         638,672
                                                                                    -------------------

Net Assets                                                                                $ 24,920,724
                                                                                    ===================

Net Assets consist of:
Paid in capital                                                                           $ 16,601,316
Accumulated undistributed net realized gain on investments                                   2,653,115
Net unrealized appreciation on investments                                                   5,666,293
                                                                                    -------------------
Net Assets, for 916,034 shares                                                            $ 24,920,724
                                                                                    ===================

Net Asset Value
Net Assets
Offering price and redemption price per share  ($24,920,724/916,034)                           $ 27.21
                                                                                    ===================
</TABLE>

See accompanying notes which are integral part of the financial statements.
<PAGE>

Fountainhead Special Value Fund
Statement of Operations for the year ended October 31, 2000
<TABLE>
<S>                                                        <C>                    <C>


Investment Income
Dividend income                                                                            $ 33,125
Interest income                                                                              22,973
                                                                                   -----------------
Total Income                                                                                 56,098


Expenses
Investment advisory fee                                       $ 296,201
Administration fees                                              30,000
Audit fees                                                        7,917
Custodian fees                                                   10,289
Insurance fees                                                    8,426
Legal fees                                                        1,725
Pricing & bookkeeping fees                                       24,500
Registration fees                                                12,743
Shareholder reports                                               9,198
Transfer agent fees                                              15,972
Trustees' fees                                                    2,814
Miscellanoues expenses                                              590
                                                           ----------------
Total expenses before waivers and reimbursements                420,375
Waived fees and reimbursed expenses                            (125,396)
                                                           ----------------
Total operating expenses                                                                    294,979
                                                                                   -----------------
Net Investment Loss                                                                        (238,881)
                                                                                   -----------------

Realized & Unrealized Gain (Loss)

Net realized gain on investment securities                             2,763,544
Change in net unrealized appreciation
  on investment securities                                               841,203
                                                                 ---------------
Net realized & unrealized gain on investment securities                                   3,604,747
                                                                                   -----------------
Net increase in net assets resulting from operations                                    $ 3,365,866
                                                                                   =================

</TABLE>
<PAGE>

Fountainhead Special Value Fund
Statement of Changes in Net Assets
<TABLE>
<S>                                                      <C>                     <C>
                                                               For the                For the
                                                             Year ended              Year ended
                                                          October 31, 2000        October 31, 1999
                                                          ------------------     -------------------
Increase/(Decrease) in Net Assets

Operations
  Net investment loss                                            $ (238,881)              $ (85,772)
  Net realized gain on  investment securities                     2,763,544                 670,151
  Change in net unrealized appreciation                             841,203               5,115,600
                                                          ------------------     -------------------
  Net increase in net assets resulting from operations            3,365,866               5,699,979
                                                          ------------------     -------------------
Distributions to shareholders

  From net realized gain                                           (680,581)                      0
                                                          ------------------     -------------------
Share Transactions

  Net proceeds from sale of shares                               12,130,823               3,403,006
  Shares issued in reinvestment of distributions                    651,634                       0
  Shares redeemed                                                (4,614,823)             (1,672,500)
                                                          ------------------     -------------------
Net increase in net assets
  resulting from share transactions                               8,167,634               1,730,506
                                                          ------------------     -------------------
  Total increase in net assets                                   10,852,919               7,430,485

Net Assets
  Beginning of period                                            14,067,805               6,637,320
                                                          ------------------     -------------------
  End of period [including accumulated
     undistributed net investment income (loss) of
    $0 and $0, respectively]                                   $ 24,920,724            $ 14,067,805
                                                          ==================     ===================

</TABLE>


See accompanying notes which are an integral part of the financial statements.

<PAGE>

Fountainhead Special Value Fund
Financial Highlights
<TABLE>
<S>                                     <C>                   <C>                   <C>              <C>    <C>    <C>
                                                                                                         Period
                                                                                                          ended
                                                           For the year ended October 31,               October 31,
                                         -------------------------------------------------------------
                                                  2000               1999                1998              1997 (a)
                                              --------------     --------------      --------------     ---------------

Selected Per Share Data
Net asset value, beginning of period            $ 22.86            $ 12.61             $ 13.35             $ 10.00
                                              --------------     --------------      --------------     ---------------
Income from investment operations
  Net investment income (loss)                    (0.31)             (0.16)              (0.09)              (0.02)
  Net realized and unrealized gain (loss)          5.70              10.41               (0.51)               3.37
                                              --------------     --------------      --------------     ---------------
Total from investment operations                   5.39              10.25               (0.60)               3.35
                                              --------------     --------------      --------------     ---------------
Less Distributions

  From net realized gain                          (1.04)              0.00               (0.14)               0.00
                                              --------------     --------------      --------------     ---------------
Net asset value, end of period                  $ 27.21            $ 22.86             $ 12.61             $ 13.35
                                              ==============     ==============      ==============     ===============

Total Return                                      23.35%             81.28%               (4.67)%            33.70% (b)

Ratios and Supplemental Data

Net assets, end of period (000)                 $ 24,921           $ 14,068             $ 6,637             $ 2,629
Ratio of expenses to average net assets             1.42%              1.25%               1.20%               0.97% (c)
Ratio of expenses to average net assets
   before fee waivers and reimbursement             2.03%              2.50%               2.76%               8.25% (c)
Ratio of net investment income (loss) to
  average net assets                              (1.15)%            (0.95)%             (0.67)%             (0.16)(c)
Ratio of net investment income (loss) to
  average net assets
  before fee waivers and reimbursement            (1.76)%            (2.20)%             (2.22)%             (7.45)(c)
Portfolio turnover rate                           125.24%            177.56%             108.31%             130.63% (c)

(a)  December 31, 1996 (commencement of operations) to October 31, 1997
(b)  For periods of less than a full year, total return is not annualized.
(c)  Annualized

</TABLE>


See accompaning notes which are an integral part of the financial statements.
<PAGE>


<PAGE>

                         Fountainhead Special Value Fund
                          Notes To Financial Statements
                                October 31, 2000

NOTE 1.  ORGANIZATION

The Fountainhead Special Value Fund (the "Fund") is organized as a series of the
AmeriPrime  Funds, an Ohio business trust (the "Trust").  The Fund is registered
under the Investment Company Act of 1940, as amended, as a diversified, open-end
management  investment  company.  The Fund's investment  objective is to provide
long-term  capital  growth.  The  Declaration  of Trust  Agreement  for the fund
permits the Board of Trustees  (the  "Board")  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 opinion of the Advisor (as such term is defined in note 3 of this document),
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 Advisor 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 Advisor,
in conformity with guidelines adopted by and subject to review of the Board.

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 Advisor
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 Advisor,
subject  to  review  by  the  Board.   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 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 at least 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.

Redemption  Fees - The Fund  charges a  redemption  fee of 1% of the current net
asset value of shares  redeemed if the shares are owned less than 180 days.  The
fee is  charged  for the  benefit  of  remaining  shareholders  to  defray  Fund
portfolio  transaction  expenses and facilitate portfolio  management.  This fee
applies to shares being redeemed in the order in which they are  purchased.  The
fee,  which is retained by the Fund,  is accounted for as an addition to paid-in
capital.

                         Fountainhead Special Value Fund
                          Notes To Financial Statements
                          October 31, 2000 - continued

NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued

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.  Generally  accepted  accounting  principles
require  that  permanent  financial   reporting  tax  differences   relating  to
shareholder distributions be reclassified to paid-in capital for the Fund.

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund retains King  Investment  Advisors,  Inc. (the "Advisor") to manage the
Fund's  investments.  Roger E. King,  President  of the  Advisor,  is  primarily
responsible for the day-to-day management of the Fund's portfolio.

Under the terms of the  management  agreement  (the  "Agreement"),  the  Advisor
manages the Fund's investments subject to approval of the Board. As compensation
for its  management  services,  the Fund is  obligated  to pay the Advisor 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 year ended  October 31, 2000 the
Advisor  received a fee of $296,201  from the Fund.  The  Advisor  contractually
agreed to waive fees and reimburse expenses for the Fund to the extent necessary
to maintain total operating  expenses at the rate of 1.25% of net assets through
February  29, 2000 and 1.50% of net assets from March 1, 2000  through  March 1,
2001.  For the  year  ended  October  31,  2000,  the  Advisor  waived  fees and
reimbursed expenses of $125,396.

Effective October 12, 2000, AmeriPrime Financial Services, Inc. and Unified Fund
Services, Inc. ("Unified"),  both wholly owned subsidiaries of Unified Financial
Services,  Inc.,  merged  with  one  another.  Prior to the  merger,  Ameriprime
Financial Services, Inc. served as Administrator to the Fund. The result of this
merger is now Unified Fund Services,  Inc.,  still a wholly owned  subsidiary of
Unified Financial Services, Inc.

The Fund retains  Unified (the  "Administrator),  to manage the Fund's  business
affairs  and  provide  the Fund  with  administrative  services,  including  all
regulatory  reporting and necessary office equipment,  personnel and facilities.
Unified receives a monthly fee from the Fund equal to an annual rate of 0.10% of
the  Fund's  assets  under $50  million,  0.075% of the Fund's  assets  from $50
million  to $100  million,  and 0.050% of the Fund's  assets  over $100  million
(subject to a minimum fee of $2,500 per month).  For the year ended  October 31,
2000, Unified received fees of $30,000 from the Fund for administrative services
provided to the Fund.

The Fund also  retains  Unified  to act as the  Fund's  transfer  agent and fund
accountant.  For its services as transfer agent,  Unified receives a monthly fee
from the Fund of $1.20 per  shareholder  (subject  to a minimum  monthly  fee of
$900).  For the year ended  October 31, 2000,  Unified  received fees of $10,967
from the Fund  for  transfer  agent  services  provided  to the Fund and fees of
$5,005  from the Fund  for out of  pocket  expenses.  For its  services  as fund
accountant, Unified receives an annual fee from the Fund equal to 0.0275% of the
Fund's assets up to $100 million, 0.0250% of the Fund's assets from $100 million
to $300 million and 0.0200% of the Fund's  assets over $300 million  (subject to
various  monthly  minimum fees, the maximum being $2,000 per month for assets of
$20  million to $100  million).  For the year ended  October 31,  2000,  Unified
received fees of $24,500 from the Fund for fund accounting  services provided to
the Fund.

                         Fountainhead Special Value Fund
                          Notes To Financial Statements
                          October 31, 2000 - continued

NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES - continued

The Fund retains AmeriPrime Financial  Securities,  Inc. (the "Distributor"),  a
wholly owned  subsidiary  of Unified  Financial  Services,  Inc.,  to act as the
principal  distributor  of the  Fund's  shares.  No  payments  were  made to the
Distributor for the year ended October 31, 2000.

Certain  members of  management  of the  Administrator,  transfer  agent and the
Distributor are also members of management of the Trust.

NOTE 4.  SHARE TRANSACTIONS

As of October 31, 2000, the Fund had an unlimited  number of authorized  shares.
Paid-in capital at October 31, 2000 was $16,601,316.

     Transactions in shares were as follows:

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

                               Year ended                            Year ended
                            October 31, 2000                       October 31, 1999
                          Shares          Dollars               Shares           Dollars

Shares sold              447,491         12,130,823              194,253         3,403,006
Shares issued
in reinvestment of
dividends                651,634                  0                    0                 0
Shares redeemed         (169,471)        (4,614,823)            (105,383)       (1,672,500)
                     ----------------------------------    -----------------------------------
                         300,686           8,167,634              88,870         1,730,506
                     ==================================    ===================================
</TABLE>

NOTE 5. INVESTMENTS

For the  year  ended  October  31,  2000,  purchases  and  sales  of  investment
securities,   other  than  short-term   investments,   totaled  $32,119,793  and
$24,785,539,  respectively. The gross unrealized appreciation for all securities
totaled  $6,725,720  and the gross  unrealized  depreciation  for all securities
totaled  $1,059,427 for a net unrealized  appreciation of $5,666,293.  The total
cost of  securities  for  federal  income tax  purposes  at October 31, 2000 was
$19,289,217.

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 Advisor is not a registered  broker-dealer  of securities  and thus does not
receive  commissions  on  trades  made on behalf  of the  Fund.  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, 2000,  Charles
Schwab & Co., for the benefit of its customers,  beneficially  owned over 28% of
the Fund.
<PAGE>


To The Shareholders and Board of Trustees
Fountainhead Special Value Fund

We have  audited the  accompanying  statement of assets and  liabilities  of the
Fountainhead Special Value Fund, including the schedule of portfolio investments
as of October 31, 2000, the related  statement of operations,  the statements of
changes in net  assets,  and the  financial  highlights  for each of the periods
indicated.   These  financial   statements  and  financial  highlights  are  the
responsibility  of the Funds'  management.  Our  responsibility is to express an
opinion on these  financial  statements  and financial  highlights  based on our
audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included  confirmation of securities owned as of October 31, 2000, by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
Fountainhead  Special  Value Fund as of October 31,  2000,  the results of their
operations,  the changes in their net assets, and their financial highlights for
each of the periods indicated in conformity with generally  accepted  accounting
principles.

McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
November 19, 2000
<PAGE>

Dear Fellow Shareholders:

Investment Results - Fiscal Year Ended October 2000

     The GLOBALT Growth Fund (the "Fund"),  whose ticker symbol is GROWX,  ended
its October fiscal year with a 10.78% total return for the year, net of all fees
and  expenses.  The net asset value was $20.72 at fiscal year end.  The Fund has
returned  152.25% since  inception  December 1, 1995.  Please note that the Fund
paid its fiscal year dividend on December 21, 2000.

                     Growth of $25,000
             December 1, 1995 to October 31, 2000

             Globalt                                     Russell
             Growth                                       1000
Date          Fund                S&P 500                Growth
            --------            -----------            ----------

Dec-95      $ 26,600            $  25,483               $ 25,143
Jan-96        27,600               26,349                 25,984
Apr-96        29,074               27,244                 27,190
Jul-96        28,074               26,813                 26,537
Oct-96        31,195               29,718                 29,372
Jan-97        33,914               33,289                 33,133
Apr-97        33,862               34,092                 33,195
Jul-97        40,773               40,795                 40,303
Oct-97        39,663               39,262                 38,343
Jan-98        41,342               42,247                 41,623
Apr-98        47,663               48,092                 47,181
Jul-98        48,219               48,662                 48,330
Oct-98        44,929               47,894                 47,787
Jan-99        54,438               55,970                 59,353
Apr-99        54,237               58,585                 59,703
Jul-99        54,266               57,219                 59,951
Oct-99        56,920               58,877                 64,153
Jan-00        61,416               60,417                 71,141
Apr-00        63,306               63,113                 76,157
Jul-00        63,544               62,358                 74,556
Oct-00        63,060               62,470                 70,130



|X|      Past performance is not predictive of future performance.

|X|      The GLOBALT Growth Fund's  historical  results are net of all expenses,
         versus the gross market  benchmark  (the S&P 500 Index).  Investors are
         reminded  that when  trying to achieve  benchmark  returns,  investment
         management  fees,   transaction  costs  and  execution  costs  will  be
         incurred.

|X|      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.

|X|      Inception Date:  December 1, 1995.

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
international  markets.  The Fund only invests in stocks of U.S.  companies that
are expected to derive a portion of their  revenues  outside the U.S.  GLOBALT's
investment  team  seeks to  optimize  the  Fund's  exposure  to the best  global
opportunities.

Commentary and Outlook
     The stock  market and the U.S.  economy  are both in a volatile  transition
that is confusing  and  unsettling  for  investors.  Ironically,  investors  are
getting what they have wanted -- a slower, more sustainable economic growth rate
and a broader stock market. Nevertheless, market sentiment has turned distinctly
negative.  Suddenly there is anxiety that the economy won't achieve the expected
"soft landing" and that we are now entering a bear market.

     We are in a corrective phase, in which prices are quickly being adjusted to
the  reality of lower  corporate  earnings  and  excessive  speculation  in some
sectors.  No one knows how the U.S.  and global  economies  will unfold over the
coming  months,  or how long it will  take the  stock  market to adjust to these
circumstances and the current  uncertainty  associated with national  elections.
However,  since we believe the U.S.  economy will remain in its best  structural
shape in decades,  and the Federal  Reserve is on the way to  accomplishing  its
goals,  it is reasonable to expect the  interruption  in earnings growth will be
relatively short. The stock market is a discounting mechanism,  and it is rather
quickly  discounting a slowdown in both economic  growth and corporate  profits.
However, the market anticipates reversals in trends, and stocks can prosper even
in a period of  decelerating  earnings  growth  following the Federal  Reserve's
period of active restraint.

     Shareholders know that we are long-term bulls on globally  competitive U.S.
companies,  and we believe they are positioned to benefit  following this period
of uncertainty. Despite the sharp decline in many technology stocks, we consider
it imperative to maintain exposure to this key sector.* As the new economy moves
from hype to reality,  the successful  companies will be those that create value
for their customers and  shareholders by actually using the new  technologies to
make business more  responsive  and cost  effective.  We will use this period to
endeavor  to  separate  the  long-term  winners  from the  losers  and  position
portfolios to keep shareholder value growing.

     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  eligible  GLOBALT  401(k) plan  participants  have  elected to be
investors  in  the  Fund  and   collectively   are  among  the  Fund's   largest
shareholders.  As always, your questions and comments are welcome. We appreciate
your confidence in the GLOBALT Growth Fund.

Sincerely,



Samuel E. Allen
Chief Executive Officer

* While it is anticipated that the Fund will diversify its investments  across a
range of industries,  certain sectors (such as the technology sector) are likely
to be overweighted  compared to others because the Fund's advisor seeks the best
investment  values  regardless of sector.  One of the risks  associated  with an
overweighting  in any sector is that a weakness in this sector  could  result in
significant losses to the Fund.

                                 Fund Investment

Shares of the Fund are sold on a continuous basis.

     Through the Fund's  transfer agent,  Unified Fund 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  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:  GROWX).  Fidelity can be
reached at 1-800-544-5555 or on the Internet at www.fidelity.com.

     The Fund is also available through the Schwab 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.
<PAGE>
GLOBALT Growth Fund
Schedule of Investments - October 31, 2000
<TABLE>
<S>                                                  <C>                   <C>

Common Stocks - 92.7%                                 Shares                Value
Business Equipment & Services - 5.5%
America Online, Inc. (a)                                  2,700             $ 136,350
BEA Systems, Inc. (a)                                     3,000               215,250
Computer Sciences Corp. (a)                               1,500                94,500
MicroMuse, Inc. (a)                                         900               152,719
Omnicom Group, Inc.                                       3,800               350,550
Yahoo!, Inc. (a)                                          3,600               211,050
                                                                        --------------
                                                                            1,160,419
                                                                        --------------
Capital Goods - 6.1%
Black & Decker Corp.                                      8,400               316,050
Emerson Electric Co.                                      3,500               257,031
Molex, Inc. - Class A                                     9,150               359,709
TYCO International, Ltd.                                  6,100               345,794
                                                                        --------------
                                                                            1,278,584
                                                                        --------------
Computer Hardware - 7.1%
Cisco Systems, Inc. (a)                                  11,800               635,725
Compaq Computer Corp.                                     7,600               231,116
EMC Corp. (a)                                             1,700               151,406
International Business Machines Corp.                     3,200               315,200
Juniper Networks, Inc. (a)                                  200                39,000
Sun Microsystems, Inc. (a)                                1,100               121,963
                                                                        --------------
                                                                            1,494,410
                                                                        --------------
Computer Software - 10.9%
Microsoft Corp. (a)                                      12,400               854,050
Network Appliance, Inc. (a)                               2,020               240,380
Openwave Systems, Inc. (a)                                1,200               111,075
Oracle, Corp. (a)                                        11,000               363,000
Portal Software, Inc. (a)                                 2,900               102,044
Rational Software Corp. (a)                               2,200               131,312
Siebel Systems, Inc. (a)                                    700                73,456
Veritas Software Company (a)                              3,000               423,047
                                                                        --------------
                                                                            2,298,364
                                                                        --------------
Consumer Durables - 1.2%
Danaher, Corp.                                            4,100               258,813
                                                                        --------------
Consumer Non - Durables - 2.9%
Avon Products, Inc.                                       5,300               257,050
Kimberly Clark Corp.                                      3,900               257,400
Ralston - Ralston Purina Co.                              3,700                89,725
                                                                        --------------
                                                                              604,175
                                                                        --------------
Consumer Services - 1.7%
Viacom, Inc. - Class B (a)                                6,400               364,000
                                                                        --------------

GLOBALT Growth Fund
Schedule of Investments - October 31, 2000 - continued

Common Stocks - continued                             Shares                Value
Electronic Equipment - 3.9%
Conexant Systems, Inc. (a)                               10,600             $ 278,913
Jabil Circuit, Inc. (a)                                   3,600               205,425
Maxim Integrated Products, Inc. (a)                       1,400                92,837
SDL, Inc. (a)                                             1,000               259,250
                                                                        --------------
                                                                              836,425
                                                                        --------------
Energy - 4.5%
Apache Corp.                                              1,000                55,313
Baker Hughes, Inc.                                        1,800                61,875
Ensco International, Inc.                                 7,500               249,375
Global Marine, Inc. (a)                                   7,000               185,500
Pride International, Inc. (a)                             5,900               149,344
Tidewater, Inc.                                           5,600               258,650
                                                                        --------------
                                                                              960,057
                                                                        --------------
Financial Services - 8.0%
AFLAC, Inc.                                               4,500               328,781
American Express Co.                                      3,900               234,000
American International Group, Inc.                        2,400               235,200
Charles Schwab Corp.                                      3,000               105,375
Citigroup, Inc.                                           9,133               480,624
Donaldson, Lufkin, & Jenrette, Inc.                       1,000                89,813
Franklin Resources, Inc.                                  3,600               154,224
State Street Corp.                                          500                62,370
                                                                        --------------
                                                                            1,690,387
                                                                        --------------
Health Care - 13.9%
Amgen, Inc. (a)                                           6,600               382,387
Becton Dickinson, Inc.                                    4,300               144,050
Bristol - Myers Squibb Co.                                9,900               603,281
Eli Lilly & Co.                                           1,900               169,812
Genzyme Corp. (a)                                         1,000                71,000
Immunex Corp. (a)                                         4,900               208,556
Johnson & Johnson                                         2,812               259,056
Medimmune, Inc. (a)                                       1,800               117,675
Merck & Co.                                               2,300               206,856
Pfizer, Inc.                                             12,850               554,959
Pharmacia Corp.                                           3,800               209,000
                                                                        --------------
                                                                            2,926,632
                                                                        --------------
Laboratory Analytical Instruments - 1.2%
PE Corp. - PE Biosystems Group                            2,100               245,700
                                                                        --------------
GLOBALT Growth Fund
Schedule of Investments - October 31, 2000 - continued

Common Stocks - continued                             Shares                Value
Multi - Industry - 10.4%
Comverse Technology, Inc. (a)                             1,820             $ 203,385
Corning, Inc.                                               900                68,850
General Electric Co.                                     17,700               970,181
Minnesota Mining and Manufacturing Co.                    5,100               492,787
United Technologies Corp.                                 6,700               467,744
                                                                        --------------
                                                                            2,202,947
                                                                        --------------
Retail Sector - 2.6%
Costco Wholesale Corp. (a)                               12,500               457,813
Starbucks Corp. (a)                                       2,200                98,312
                                                                        --------------
                                                                              556,125
                                                                        --------------
Semi - Conductors - 6.0%
Altera Corp. (a)                                          7,000               286,563
Analog Devices, Inc. (a)                                  1,700               110,500
Applied Micro Circuits Corp. (a)                          2,000               152,000
Broadcom Corp. Class A (a)                                  400                88,950
Cree, Inc. (a)                                            2,400               238,200
Intel Corp.                                               8,600               387,000
                                                                        --------------
                                                                            1,263,213
                                                                        --------------
Telecommunications - 1.9%
ADC Telecom, Inc. (a)                                     3,000                64,125
Avaya, Inc. (a)                                             875                11,758
Ciena Corp. (a)                                             800                84,100
ONI Systems Corp. (a)                                       800                64,850
Scientific - Atlanta, Inc.                                2,600               177,937
                                                                        --------------
                                                                              402,770
                                                                        --------------
Utilities  - 4.9%
AES Corp. (a)                                             2,900               163,850
Qwest Communications International, Ltd. (a)              6,321               307,359
Williams Cos., Inc.                                       6,300               263,419
WorldCom, Inc. (a)                                       12,400               294,500
                                                                        --------------
                                                                            1,029,128
                                                                        --------------
TOTAL COMMON STOCKS (Cost $15,982,051)                                     19,572,149
                                                                        --------------
GLOBALT Growth Fund
Schedule of Investments - October 31, 2000 - continued

                                                    Principal
                                                      Amount                Value
Money Market Securities - 8.0%
Firstar Treasury Fund, 5.55% (b) (Cost $1,695,706)    1,695,706           $ 1,695,706
                                                                        --------------

TOTAL INVESTMENTS -  (Cost $17,677,757) - 100.7%                           21,267,855
                                                                        --------------

Liabilities in excess of other assets - (0.7)%                               (158,112)
                                                                        --------------

Total Net Assets - 100.0%                                                  21,109,743
                                                                        ==============


(a) Non-income producing
(b) Variable rate security; the coupon rate shown represents the rate at October
31, 2000.
</TABLE>
See accompanying  notes which are an integral part of the finanacial statements.
<PAGE>

GLOBALT Growth Fund                                            October 31, 2000
Statement of Assets and Liabilities
<TABLE>
<S>                                                       <C>                <C>

Assets
Investment in securities, at value (cost $17,677,757)                            $ 21,267,855
Cash                                                                                      497
Dividends receivable                                                                    2,916
Interest receivable                                                                     5,747
Receivable for fund shares sold                                                         1,000
Receivable for investments sold                                                     1,546,305
                                                                             -----------------
     Total assets                                                                  22,824,320

Liabilities
Accrued investment advisory fee                                   $ 23,349
Payable for investments purchased                                1,691,228
                                                          -----------------
     Total liabilities                                                              1,714,577
                                                                             -----------------

Net Assets                                                                       $ 21,109,743
                                                                             =================

Net Assets consist of:
Paid in capital                                                                    15,329,649
Accumulated undistributed net investment loss                                          (2,886)
Accumulated undistributed net realized gain on investments                          2,192,882
Net unrealized appreciation on investments                                          3,590,098
                                                                             -----------------

Net Assets, for 1,019,026 shares                                                 $ 21,109,743
                                                                             =================

Net Asset Value

Net Assets
Offering price and redemption price per share  ($21,109,743 / 1,019,026)              $ 20.72
                                                                                  ==============
See accompanying notes which are an integral part of the finanacial statements.
</TABLE>

<PAGE>

GLOBALT Growth Fund
Statement of Operations for the year ended October 31, 2000
<TABLE>
<S>                                                           <C>               <C>
Investment Income
Dividend income                                                                        $ 108,385
Interest income                                                                           42,431
                                                                                 ----------------
Total Income                                                                             150,816

Expenses
Investment advisory fee                                              $ 238,783
Trustees' fees                                                           3,064
                                                                ---------------
Total operating expenses                                                                 241,847
                                                                                 ----------------
Net Investment Loss                                                                      (91,031)
                                                                                 ----------------
Realized & Unrealized Gain (Loss)
Net realized gain on investment securities                           2,192,866
Change in net unrealized depreciation
  on investment securities                                            (228,467)
                                                                ---------------
Net realized & unrealized gain on investment securities                                1,964,399
                                                                                 ----------------
Net increase in net assets resulting from operations                                 $ 1,873,368

                                                                                 ================
See accompanying notes which are an integral part of the finanacial statements.
</TABLE>

<PAGE>

GLOBALT Growth Fund
Statement of Changes in Net Assets
<TABLE>
<S>                                                   <C>                   <C>

                                                            Year                  Year
                                                           ended                 ended
                                                        October 31,           October 31,
                                                            2000                  1999
                                                      -----------------     -----------------
Increase/(Decrease) in Net Assets
Operations
  Net investment loss                                        $ (91,031)            $ (42,743)
  Net realized gain on investment securities                 2,192,866               844,362
  Change in net unrealized  appreciation (depreciation)       (228,467)            2,489,533
                                                      -----------------     -----------------
  Net increase in net assets resulting from operations       1,873,368             3,291,152
                                                      -----------------     -----------------
Distributions to shareholders
  From net investment income                                         0               (15,584)
  From net realized gain                                      (843,736)             (592,834)
                                                      -----------------     -----------------

  Total distributions                                         (843,736)             (608,418)
                                                      -----------------     -----------------
Share Transactions
  Net proceeds from sale of shares                           3,981,216             4,333,512
  Shares issued in reinvestment of distributions               736,101               608,118
  Shares redeemed                                           (1,571,246)           (2,399,432)
                                                      -----------------     -----------------
Net increase in net assets resulting
  from share transactions                                    3,146,071             2,542,198
                                                      -----------------     -----------------
  Total increase in net assets                               4,175,703             5,224,932

Net Assets
  Beginning of period                                       16,934,040            11,709,108
                                                      -----------------     -----------------
  End of period [including accumulated
  net investment loss of $2,886 and $2,886, respectively] $ 21,109,743          $ 16,934,040
                                                      =================     =================
See accompanying notes which are an integral part of the finanacial statements.
</TABLE>

<PAGE>

GLOBALT Growth Fund
Financial Highlights
<TABLE>
<S>                                      <C>             <C>               <C>             <C>              <C>


                                            Years ended October 31,                                             Period
                                         ------------------------------------------------------------------     ended
                                                                                                                October 31,
                                             2000             1999             1998              1997           1996 (a)
                                         --------------   --------------   --------------   ---------------  ---------------

Selected Per Share Data
Net asset value, beginning of period           $ 19.53          $ 16.14          $ 15.66           $ 12.48          $ 10.00
                                         --------------   --------------   --------------   ---------------  ---------------

Income from investment operations:
  Net investment income (loss)                   (0.09)           (0.05)            0.02              0.01             0.01
  Net realized and unrealized gain                2.23             4.27             1.86              3.34             2.47
                                         --------------   --------------   --------------   ---------------  ---------------

Total from investment operations                  2.14             4.22             1.88              3.35             2.48
                                         --------------   --------------   --------------   ---------------  ---------------

Less Distributions
  From net investment income                      0.00            (0.02)           (0.01)             0.00             0.00
  From net realized gain                         (0.95)           (0.81)           (1.39)            (0.17)            0.00
                                         --------------   --------------   --------------   ---------------  ---------------

Total Distributions                              (0.95)           (0.83)           (1.40)            (0.17)            0.00
                                         --------------   --------------   --------------   ---------------  ---------------

Net asset value, end of period                 $ 20.72          $ 19.53          $ 16.14           $ 15.66          $ 12.48
                                         ==============   ==============   ==============   ===============  ===============

Total Return                                    10.78%           26.67%           13.28%            27.15%           24.80% (b)

Ratios and Supplemental Data
Net assets, end of period (000)                $21,110          $16,934          $11,709            $8,003           $3,443
Ratio of expenses to average net assets          1.18%            1.17%            1.17%             1.17%            1.16% (c)
Ratio of expenses to average net assets
  before reimbursement                           1.18%            1.18%            1.19%             1.19%            1.25% (c)
Ratio of net investment income (loss) to
  average net assets                             (0.45)%          (0.27)%          0.14%             0.06%            0.11% (c)
Ratio of net investment income (loss) to
  average net assets before reimbursement        (0.45)%          (0.28)%          0.12%             0.04%            0.02% (c)
Portfolio turnover rate                          159.09%          120.46%         83.78%           110.01%           66.42% (c)

(a) December 1, 1995  (commencement  of  operations) to October 31, 1996
(b) For periods of less than a full year, total return is not annualized.
(c) Annualized

See accompanying notes which are an integral part of the finanacial statements.
</TABLE>
<PAGE>
 GLOBALT Growth Fund
                          Notes to Financial Statements
                                October 31, 2000

NOTE 1.  ORGANIZATION

     GLOBALT  Growth  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  1, 1995.  The Fund is  registered  under the
Investment  Company  Act  of  1940,  as  amended,  as  a  diversified,  open-end
management  investment  company.  The Fund's investment  objective is to provide
long-term  growth of capital.  The  Declaration of Trust  Agreement  permits the
Board of  Trustees  (the  "Board")  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  opinion of the Advisor (as such term is defined in note 3 of this
document),  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.   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 comply with federal tax rules
regarding  distribution of  substantially  all of its net investment  income and
capital gains. These rules may cause multiple distributions during the course of
the 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.  Generally  accepted  accounting  principles
require  that  permanent  financial   reporting  tax  differences   relating  to
shareholder distributions be reclassified to paid-in capital.



                               GLOBALT Growth Fund
                          Notes to Financial Statements
                          October 31, 2000 - continued

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. Samuel
Allen, Chairman of the Adviser, is the controlling  shareholder 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  fees and  commissions,
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 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 year
ended October 31, 2000, the Adviser received a fee of $238,783 from the Fund.

     Effective October 12, 2000, AmeriPrime Financial Services, Inc. and Unified
Fund  Services,  Inc.  ("Unified"),  both wholly owned  subsidiaries  of Unified
Financial  Services,  Inc.,  merged  with  one  another.  Prior  to the  merger,
Ameriprime  Financial  Services,  Inc. served as  Administrator to the Fund. The
result of this merger is now Unified Fund Services,  Inc.,  still a wholly owned
subsidiary of Unified Financial Services, Inc.

     The Fund retains Unified Fund Services,  Inc., a wholly owned subsidiary of
Unified  Financial  Services,  Inc., to manage the Fund's  business  affairs and
provide  the Fund with  administrative,  transfer  agency,  and fund  accounting
services,  including all regulatory reporting and necessary office equipment and
personnel.  The  Adviser  paid all  administrative,  transfer  agency,  and fund
accounting  fees on behalf of the Fund per the  management  agreement.  The Fund
retains AmeriPrime  Financial  Securities,  Inc. ( the "Distributor"),  a wholly
owned subsidiary of Unified  Financial  Services,  Inc., to act as the principal
Distributor of the fund's shares. There were no payments made to the Distributor
for the year ended  October 31, 2000.  Certain  members of management of Unified
Fund Services,  Inc. and the Distributor  are also directors  and/or officers of
the Trust.

NOTE 4.  SHARE TRANSACTIONS

     As of October 31, 2000, there were an unlimited number of authorized shares
for the Fund. Paid-in capital at October 31, 2000 was $15,329,649.

Transactions in shares were as follows:



                            Year ended                    Year ended
                         October 31, 2000              October 31, 1999
                        Shares        Dollars       Shares        Dollars
Shares sold             191,757     $3,981,216      237,096      $4,333,512
Shares issued in         34,221        736,101       34,260         608,118
reinvestment of
dividends
Shares redeemed         (73,904)    (1,571,246)    (130,011)     (2,399,432)
                        ----------------------------------------------------
                        152,074     $3,146,071      141,345      $2,542,198
                        ====================================================
<PAGE>



                               GLOBALT Growth Fund
                          Notes to Financial Statements
                          October 31, 2000 - continued

NOTE 5.  INVESTMENTS

     For the year ended  October 31,  2000,  purchases  and sales of  investment
securities,  other  than  short-term  investments,  aggregated  $32,639,728  and
$31,047,053,  respectively. The gross unrealized appreciation for all securities
totaled  $3,841,709  and the gross  unrealized  depreciation  for all securities
totaled $251,611 for a net unrealized appreciation of $3,590,098.  The aggregate
cost of  securities  for  federal  income tax  purposes  at October 31, 2000 was
$17,677,757.


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>
INDEPENDENT AUDITOR'S REPORT

To The Shareholders and Board of Trustees
GLOBALT Growth Fund

We have  audited the  accompanying  statement of assets and  liabilities  of the
GLOBALT  Growth Fund,  including  the schedule of  portfolio  investments  as of
October 31, 2000,  the related  statement of operations for the year then ended,
the  statements of changes in net assets for each of the two years in the period
then  ended,  and the  financial  highlights  for each of the four  years in the
period  then  ended and for the  period of  December  1, 1995  (commencement  of
operation)  through October 31, 1996.  These financial  statements and financial
highlights are the responsibility of the Fund's  management.  Our responsibility
is to express an opinion on these financial  statements and financial highlights
based on our audit.

We conducted our audit in accordance with generally accepted auditing standards.
Those standards  require that we plan and perform the audit to obtain reasonable
assurance  about whether the financial  statements and financial  highlights are
free of material  misstatement.  An audit includes  examining,  on a test basis,
evidence supporting the amounts and disclosures in the financial statements. Our
procedures included  confirmation of securities owned as of October 31, 2000, by
correspondence  with the custodian and brokers. An audit also includes assessing
the accounting principles used and significant estimates made by management,  as
well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.

In our opinion,  the financial  statements and financial  highlights referred to
above present fairly, in all material  respects,  the financial  position of the
GLOBALT Growth Fund as of October 31, 2000, the results of their  operations for
the year then  ended,  the changes in their net assets for each of the two years
in the period  then ended,  and the  financial  highlights  for each of the four
years  in the  period  then  ended,  and for the  period  of  December  1,  1995
(commencement  of  operation)  through  October 31,  1996,  in  conformity  with
generally accepted accounting principles.

McCurdy & Associates CPA's, Inc.


Westlake, Ohio  44145
November 19, 2000


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