PRASAD SERIES TRUST
497, 2000-03-09
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                                   PROSPECTUS

                               PRASAD GROWTH FUND

                                February 1, 2000


                        The Tower at Erieview, Suite 1005
                             1301 East Ninth Street
                              Cleveland, Ohio 44114

                                 (877) 59 FUNDS
                                 (216) 736-3500



Investment Objective:                    Capital Appreciation
Minimum Investment                       Initial $1,000
                                         Subsequent $100
Sales Charge:                            None, 100% No-Load
12(b)1 Fee:                              None
Exit or Redemption fee:                  None


As with all  mutual  funds,  the  Securities  and  Exchange  Commission  has not
approved or  disapproved  these  securities  or passed upon the adequacy of this
prospectus. Any representation to the contrary is a criminal offense.

                               RISK/RETURN SUMMARY

Investment Objective

         The Fund's investment objective is to obtain capital appreciation.

Principal Investment Strategies

     The Fund seeks its investment  objective  principally by investing at least
65% of its total  assets in equity  securities.  Equity  securities  are  common
stocks and preferred stocks and securities  convertible into or exchangeable for
common stocks or preferred stocks.

     The Fund's Adviser  emphasizes a "growth" style of investing.  In selecting
equity securities,  the Adviser will seek to invest in companies which have high
earnings growth rates and which currently demonstrate superior long term capital
appreciation relative to other equity securities and the S&P 500 Index.

     When the  Adviser  believes  that  market  conditions  warrant a  temporary
defensive posture,  the Fund may invest up to 100% of its assets in money market
mutual  funds,   high-quality   short-term  debt  securities  and  money  market
instruments.  The taking of such a temporary  defensive  posture  may  adversely
affect the ability of the Fund to achieve its investment objective.

     The Fund is not restricted with regard to portfolio  turnover and will make
changes in its  investment  portfolio from time to time as business and economic
conditions  and market  prices  may  dictate  and its  investment  policies  may
require.  A high rate of portfolio  turnover in any year will increase brokerage
commissions  paid by the Fund, thus reducing the Fund's total return,  and could
result in high  amounts of realized  investment  gain  subject to the payment of
taxes by shareholders.

Main Risks

     General  Risks.  Investing  for  capital  appreciation  ordinarily  exposes
capital to added risk.  Shares of the Fund are  intended for you only if you are
able and willing to take such risk.  There can be no  assurance  that the Fund's
investment  objective  will be attained.  The Fund's share price may decline and
you could lose money.

     Stock Market Risks. The stock market is subject to significant fluctuations
in value as a result of  political,  economic  and market  developments.  If the
stock market  declines in value,  the Fund's share price is likely to decline in
value.

     Growth Stock Risks. There is no assurance that the Fund's "growth" style of
investing  will  achieve its desired  result.  In fact,  the Fund may decline in
value as a result  of  emphasizing  this  style of  investing.  "Growth"  stocks
generally  are more  expensive  relative to their  earnings or assets than other
types of stocks.  Consequently,  these stocks are more volatile than other types
of stocks.  In particular,  growth stocks are very sensitive to changes in their
earnings.  Negative  developments  in this regard could cause a stock to decline
dramatically, resulting in a decrease in the Fund's share price.

     Non-Diversification.  The  Fund is a  "non-diversified"  fund.  The Fund is
considered   "non-diversified"  because,  compared  to  other  funds,  a  higher
percentage  of the  Fund's  assets  may be  invested  in the shares of a limited
number of companies.  The Fund's portfolio  securities,  therefore,  may be more
susceptible to a decline in value as a result of any single economic, political,
or regulatory occurrence than the portfolio securities of a "diversified" fund.

Bar Chart and Performance Table

     The bar chart and table shown below  provide an  indication of the risks of
investing  in the Fund by  showing  the  Fund's  performance  for its only  full
calendar  year and by  showing  how the  Fund's  average  annual  returns  for a
one-year  period  and the life of the  Fund  compare  to those of a  broad-based
securities  market  index.  How  the  Fund  has  performed  in the  past  is not
necessarily an indication of how the Fund will perform in the future.

(GRAPH)

     During the life of the Fund,  the  highest  return for a quarter was 85.04%
(quarter  ending  December  31,  1999) and the lowest  return for a quarter  was
- -14.07% (quarter ending September 30, 1999).



      Average Annual Total Returns               Past                   Life
(for the periods ending December 31,1999)      One Year               of Fund
- -------------------------------------------------------------------------------
          Prasad Growth Fund                     52%                     62%

      Standard & Poor's 500 Index                21%                     21%



                          FEES AND EXPENSES OF THE FUND

     This table  describes the fees and expenses that you may pay if you buy and
hold shares of a Fund.

Annual Fund Operating Expenses (expenses that are deducted from Fund). *

Management Fees                                           1.50%
Other Expenses                                            0.00%
Total Annual Fund Operating Expenses                      1.50%


     * A  shareholder  who requests that the proceeds of a redemption be sent by
     wire transfer will be charged for the cost of such wire, which is $10.00 as
     of the date of this Prospectus (subject to change without notice).

Example:  This  Example is intended to help you compare the cost of investing in
the Fund with the cost of investing in other mutual funds.  The Example  assumes
that you invest  $10,000  in the Fund for the time  periods  indicated  and then
redeem all of your shares at the end of those periods.  The Example also assumes
that your  investment  has a 5% return  each year and that the Fund's  operating
expenses  remain the same.  Although  your actual  costs may be higher or lower,
based on these assumptions your costs would be:

          1 year          3  years          5  years           10   years
           $153             $474              $818               $1,791



                             HOW TO PURCHASE SHARES

     Shares may be purchased by any investor  without a sales charge.  A minimum
initial  investment  of $1,000 is  required to open an account  with  subsequent
minimum investments of $100. Investment minimums may be waived at the discretion
of the Fund.

Shareholders Accounts

     When a shareholder  invests in the Fund,  Mutual  Shareholder  Services LLC
("Mutual Shareholder Services"), the Transfer Agent for the Fund, will establish
an open  account  to which  all full and  fractional  shares  will be  credited,
together with any dividends and capital gains  distributions,  which are paid in
additional shares unless the shareholder otherwise instructs the Transfer Agent.
Stock  certificates  will be  issued  for full  shares  only when  requested  in
writing.  Each  shareholder  is notified of the status of his account  following
each purchase or sale transaction.

Initial Purchase

  The initial purchase may be made by check or by wire in the following manner:

By Check. The Account  Application  which  accompanies this Prospectus should be
completed, signed, and, along with a check for the initial investment payable to
Prasad  Series  Trust,  mailed to:  Mutual  Shareholder  Services,  The Tower at
Erieview, Suite 1005, 1301 East Ninth Street, Cleveland, Ohio 44114.

By Wire.  In order to expedite the  investment  of funds,  investors  may advise
their bank or broker to transmit funds via Federal Reserve Wire System to: Fifth
Third  Bank,  ABA #042 000 314,  for further  credit to Account  No.  729-37951,
Prasad Growth Fund. Also provide the  shareholder's  name and account number. In
order to obtain this needed account number and receive additional  instructions,
the investor may contact, prior to wiring funds, Mutual Shareholder Services, at
(877) 59 FUNDS or (216)  736-3500.  The investor's bank may charge a fee for the
wire transfer of funds.

Subsequent Purchases

         Investors may make additional purchases in the following manner:

By Check.  Checks made payable to Prasad Series Trust should be sent, along with
the stub from a previous purchase or sale  confirmation,  to Mutual  Shareholder
Services, The Tower at Erieview, Suite 1005, 1301 East Ninth Street,  Cleveland,
OH 44114.

By  Wire.  Funds  may be  wired  by  following  the  previously  discussed  wire
instructions for an initial purchase.

By Telephone. Investors may purchase shares up to an amount equal to 3 times the
market  value of shares  held in the  shareholder's  account  in the Fund on the
preceding  day for  which  payment  has been  received,  by  telephoning  Mutual
Shareholder  Services, at (877) 59 FUNDS or (216) 736-3500 and identifying their
account by number.  Shareholders  wishing to avail  themselves of this privilege
must complete a Telephone  Purchase  Authorization  Form which is available from
the Fund. A  confirmation  will be mailed and payment must be received  within 3
business days of date of purchase.  If payment is not received within 3 business
days the Fund  reserves the right to redeem the shares  purchased by  telephone,
and if  such  redemption  results  in a  loss  to the  Fund,  redeem  sufficient
additional shares from the  shareholder's  account to reimburse the Fund for the
loss.  Payment  may be made by check or by wire.  The Adviser has agreed to hold
the Fund harmless from net losses resulting from this service to the extent,  if
any, not reimbursed  from the  shareholder's  account.  This telephone  purchase
option may be discontinued without notice.

Price of Shares

     The price paid for  shares of the Fund is the net asset  value per share of
the Fund next determined  after receipt by the Transfer Agent of your investment
in proper form,  except that the price for shares  purchased by telephone is the
net  asset  value  per  share  next   determined   after  receipt  of  telephone
instructions.  Net asset value per share is computed as of the close of business
(currently  4:00 P.M.,  New York time) each day the New York Stock  Exchange  is
open for trading and on each other day during which there is a sufficient degree
of trading in the Fund's investments to affect materially net asset value of its
redeemable securities.

 The assets of the Fund are valued primarily on the basis of market quotations.

Other Information Concerning Purchase of Shares

     The Fund reserves the right to reject any order, to cancel any order due to
non-payment  and to waive or lower the  investment  minimums with respect to any
person or class of persons.  If an order is canceled  because of  non-payment or
because your check does not clear, you will be responsible for any loss that the
Fund incurs.  If you are already a shareholder,  the Fund can redeem shares from
your account to  reimburse  it for any loss.  The Adviser has agreed to hold the
Fund harmless from net losses to the Fund  resulting from the failure of a check
to clear to the extent,  if any, not recovered from the investor.  For purchases
of $50,000 or more, the Fund may, in its discretion,  require payment by wire or
cashier's or certified check.


                              HOW TO REDEEM SHARES

     All shares of the Fund offered for  redemption  will be redeemed at the net
asset value per share of such class of the Fund next determined after receipt of
the redemption  request,  if in good order, by the Transfer Agent. See "Price of
Shares."  Because the net asset value of the Fund's  shares will  fluctuate as a
result  of  changes  in the  market  value of  securities  owned,  the  amount a
stockholder  receives upon  redemption  may be more or less than the amount paid
for  the  shares.  Redemption  proceeds  will  be  mailed  to the  shareholder's
registered  address of record or, if $5,000 or more, may be transmitted by wire,
upon request,  to the shareholder's  pre-designated  account at a domestic bank.
The  shareholder  will be charged for the cost of such wire. If shares have been
purchased by check and are being redeemed, redemption proceeds will be paid only
after the check used to make the  purchase has cleared  (usually  within 15 days
after payment by check).  This delay can be avoided if, at the time of purchase,
the  shareholder  provides  payment by certified  or cashier's  check or by wire
transfer.

Redemption by Mail

     Shares may be redeemed by mail by writing  directly to the Funds'  Transfer
Agent, Mutual Shareholder Services, The Tower at Erieview, Suite 1005, 1301 East
Ninth  Street,  Cleveland,  Ohio 44114.  The  redemption  request must be signed
exactly as the  shareholder's  name appears on the  registration  form, with the
signature  guaranteed,  and must include the account number. If shares are owned
by more than one person,  the  redemption  request  must be signed by all owners
exactly as the names appear on the registration.

     If  a  shareholder  is  in  possession  of  the  stock  certificate,  these
certificates  must  accompany  the  redemption  request  and must be endorsed as
registered with a signature guarantee.  Additional documents may be required for
registered  certificates  owned  by  corporations,   executors,  administrators,
trustees or guardians.  A request for redemption will not be processed until all
of the  necessary  documents  have been  received in proper form by the Transfer
Agent. A shareholder  in doubt as to what documents are required  should contact
Mutual Shareholder Services at (877) 59 FUNDS or (216) 736-3500.

     You  should  be  able  to  obtain  a  signature   guarantee  from  a  bank,
broker-dealer, credit union (if authorized under state law), securities exchange
or association,  clearing agency or savings association.  A notary public is not
an  acceptable  guarantor.  The Fund may in its  discretion  waive the signature
guarantee in certain instances.

Redemption by Telephone

     Shares may be redeemed by telephone by calling Mutual Shareholder  Services
at (877) 59 FUNDS or (216) 736-3500 between 9:00 A.M. and 4:00 P.M. eastern time
on any day the New York Stock  Exchange  is open for  trading.  An  election  to
redeem by  telephone  must be made on the initial  application  form or on other
forms  prescribed by the Fund which may be obtained by calling the Fund at (877)
59 FUNDS or (216)  736-3500.  This form contains a space for the  shareholder to
supply his own four digit identification number which must be given upon request
for  redemption.  The  Fund  will  not  be  liable  for  following  instructions
communicated  by telephone that the Fund reasonably  believes to be genuine.  If
the Fund fails to employ  reasonable  procedures  to confirm  that  instructions
communicated by telephone are genuine, the Fund may be liable for any losses due
to  unauthorized  or fraudulent  instructions.  Any changes or exceptions to the
original election must be made in writing with signature guaranteed, and will be
effective  upon receipt by the Transfer  Agent.  The Transfer Agent and the Fund
reserve the right to refuse any telephone  instructions  and may discontinue the
aforementioned   redemption   option  without  notice.   The  minimum  telephone
redemption is $1,000.

Other Information Concerning Redemption

     A  shareholder  who requests that the proceeds of a redemption of $5,000 or
more be sent by wire transfer  will be charged for the cost of such wire,  which
is $10.00 as of the date of this Prospectus (subject to change without notice).

     The Fund reserves the right to take up to seven days to make payment if, in
the  judgment  of the Fund's  Investment  Adviser,  the Fund  could be  affected
adversely by immediate  payment.  In addition,  the right of redemption  for the
Fund may be suspended or the date of payment postponed (a) for any period during
which  the  NYSE is  closed  (other  than for  customary  week-end  and  holiday
closings),  (b) when trading in the markets that the Fund  normally  utilizes is
restricted, or when an emergency, as defined by the rules and regulations of the
SEC, exists,  making disposal of the Fund's  investments or determination of its
net asset value not reasonably practicable,  or (c) for any other periods as the
SEC by order may permit for protection of the Fund's shareholders.

     Due to the high  cost of  maintaining  accounts,  the Fund has the right to
redeem,  upon not less than 30 days  written  notice,  all of the  shares of any
shareholder if, through redemptions,  the shareholder's  account has a net asset
value of less than $1,000.  A shareholder will be given at least 30 days written
notice  prior to any  involuntary  redemption  and during  such  period  will be
allowed to purchase  additional shares to bring his account up to the applicable
minimum before the redemption is processed.


                              INVESTMENT MANAGEMENT

The Investment Adviser

     The Fund has retained as its investment  adviser Mutual Funds Leader,  Inc.
(the  "Adviser"),  57  Eaglecreek,   Irvine,  California  92618,  an  investment
management firm founded in 1998.

     Subject to the  supervision  of the Fund's Board of  Trustees,  the Adviser
manages the Fund's assets,  including buying and selling  portfolio  securities.
The Adviser also furnishes office space and certain  administrative  services to
the Fund,  and pays all  operating  expenses of the Fund  except for  brokerage,
taxes, interest and extraordinary expenses.

     The Adviser  receives  from the Fund as  compensation  for its  services an
annual fee of 1.5% of the Fund's net assets.

Portfolio Manager

     Rajendra Prasad, M.D. is the portfolio manager of the Fund. Dr. Prasad is a
retired  physician.  He personally was registered as an investment advisor under
the Investment  Advisors Act of 1940 from 1992 to 1998 and has managed  accounts
of individual  investors  since 1996.  From 1993 to 1999, he published a monthly
newsletter,  "The Mutual  Funds  Leader,"  which  sought to guide  investors  in
selecting mutual funds.  Prior to the inception of the Fund in 1998, neither the
Adviser nor Dr. Prasad had any prior experience in advising mutual funds.


                       DIVIDENDS, DISTRIBUTIONS AND TAXES

     The  Fund  declares  and  pays  any  dividends  annually  to  shareholders.
Dividends are paid to all shareholders  invested in the Fund on the record date.
The record date is the date on which a shareholder must officially own shares in
order to earn a dividend.

     In  addition,  the Fund  pays any  capital  gains at least  annually.  Your
dividends and capital gains  distributions  will be automatically  reinvested in
additional Shares without a sales charge, unless you elect cash payments.

     If you purchase  Shares just before the Fund declares a dividend or capital
gain distribution, you will pay the full price for the Shares and then receive a
portion  of the price  back in the form of a  distribution,  whether  or not you
reinvest the  distribution  in Shares.  Therefore,  you should  consider the tax
implications of purchasing Shares shortly before the Fund declares a dividend or
capital gain.  Contact your investment  professional or the Fund for information
concerning when dividends and capital gains will be paid.

     The Fund sends an annual  statement of your account  activity to assist you
in completing your federal,  state and local tax returns.  Fund distributions of
dividends  and  capital  gains  are  taxable  to you  whether  paid  in  cash or
reinvested in the Fund. Dividends are taxable as ordinary income;  capital gains
are taxable at different  rates depending upon the length of time the Fund holds
its assets.

     Fund  distributions  may be both  dividends and capital  gains.  Generally,
distributions  from  the  Fund  are  expected  to  be  primarily  capital  gains
distributions.  Redemptions and exchanges are taxable sales. Please consult your
tax adviser regarding your federal, state, and local tax liability.


                               GENERAL INFORMATION

     Fifth Third Bank, 35 Fountain Square Plaza, Cincinnati,  Ohio 45263, is the
custodian for the Fund's securities and cash.  Mutual  Shareholder  Services,  a
division of Maxus Information  Systems Inc., The Tower at Erieview,  Suite 1005,
1301  East  Ninth  Street,  Cleveland,  Ohio  44114,  is  the  Fund's  Transfer,
Redemption and Dividend Distributing Agent.

     McCurdy & Associates  C.P.A.'s,  Inc., 27955 Clemens Road,  Westlake,  Ohio
44145, have been appointed as independent accountants for the Fund.

     McDonald,  Hopkins,  Burke & Haber Co., L.P.A.,  2100 Bank One Center,  600
Superior Avenue, East,  Cleveland,  Ohio 44114, is legal counsel to the Fund and
to the Adviser.

                              FINANCIAL HIGHLIGHTS

     The  financial  highlights  table is  intended to help you  understand  the
Fund's financial  performance for the period of the Fund's  operations.  Certain
information  reflects  financial  results  for a single  Fund  share.  The total
returns in the table  represent the rate that an investor  would have earned (or
lost) on an investment in the Fund (assuming  reinvestment  of all dividends and
distributions).  This  information  has been  audited  by  McCurdy &  Associates
C.P.A.'s,  Inc., whose report, along with the Fund's financial  statements,  are
included in the Fund's Statement of Additional  Information,  which is available
upon request.

                                                                       11/23/98*
                                                                              to
                                                                         3/31/99

Net Asset Value:

     Beginning of Period                                      $10.00
     Net Investment Income                                     (0.05)
     Net Gains or Losses on Securities
       (realized or unrealized)                                 0.51
     Total From Investment Operations                           0.46
     Dividends (from net investment income)                     0.00
     Distributions (from capital gains)                         0.00
     Return of Capital                                          0.00
     Total Distributions                                        0.00

Net Asset Value:

     End of Period                                            $10.46
     Total Return                                              13.37%

Ratios/Supplemental Data

     Net Assets End of Period (Thousands)                        210

Before expense reimbursement

     Ratio of Expenses to Average Net Assets**                 32.16%
     Ratio of Net Income to Average Net Assets**              (31.74)%

After expense reimbursement

     Ratio of Expenses to Average Net Assets**                  1.50%
     Ratio of Net Income to Average Net Assets**               (1.08)%

Portfolio Turnover Rate                                       272.04%

*Commencement of operations.
**Annualized


Notes to  Financial  Statements  appear in the Fund's  Statement  of  Additional
Information.




  TABLE OF CONTENTS                                                        Page

  RISK/RETURN SUMMARY.........................................................2
  FEES AND EXPENSES OF THE FUND...............................................4
  HOW TO PURCHASE SHARES......................................................4
  HOW TO REDEEM SHARES........................................................6
  INVESTMENT MANAGEMENT.......................................................7
  DIVIDENDS, DISTRIBUTIONS AND TAXES..........................................8
  GENERAL INFORMATION.........................................................9
  FINANCIAL HIGHLIGHTS.......................................................10




     A Statement of  Additional  Information  (SAI) dated  February 1, 2000,  is
incorporated by reference into this prospectus. Additional information about the
Fund's investments is available in the Fund's annual and semi-annual  reports to
shareholders.  The annual report  discusses  market  conditions  and  investment
strategies that  significantly  affected each Fund's performance during its last
fiscal year. To obtain the SAI, the annual report,  semi-annual report and other
information  without charge and to make shareholder  inquires,  call the Fund at
(877) 59 FUNDS.

     Information  about the Fund  (including the SAI) can be reviewed and copied
at the Public  Reference  Room of the  Securities  and  Exchange  Commission  in
Washington,  D.C. Reports and other  information about the Fund are available on
the  Commission's  Internet  site  at  http://www.sec.gov  and  copies  of  this
information may be obtained,  upon payment of a duplicating  fee, by writing the
Public Reference Section of the Commission, Washington, D.C. 20549-6009. You can
call  1-800-SEC-0330  for information on the Public Reference Room's  operations
and copying charges.

     Prasad Series Trust
     The Tower at Erieview, Suite 1005
     1301 East Ninth Street
     Cleveland, Ohio 44114
     (216) 736-3500

Investment Company Act File No:    811-899







<PAGE>


    The accompanying notes are an integral part of the financial statements.
                       STATEMENT OF ADDITIONAL INFORMATION
                                February 1, 2000


                               PRASAD GROWTH FUND
                        The Tower at Erieview, Suite 1005
                             1301 East Ninth Street
                              Cleveland, Ohio 44114
                                 (877) 59 FUNDS
                                or (216) 736-3500


     Prasad  Growth Fund (the "Fund") is a  non-diversified  portfolio of Prasad
Series  Trust (the  "Trust")  an open-end  management  investment  company.  The
investment  objective  of the  Fund  is to  obtain  capital  appreciation.  This
Statement of Additional  Information  is not a prospectus.  A copy of the Fund's
prospectus  can be  obtained  from the  Fund's  Transfer  Agent at The  Tower at
Erieview, Suite 1005, 1301 East Ninth Street,  Cleveland,  Ohio 44114, telephone
number (877) 59 FUNDS or (216) 736-3500.

     The date of this Statement of Additional Information is February 1, 2000.



                                TABLE OF CONTENTS


CAPTION                                   PAGE            LOCATION IN
Fund History                               3           Not Applicable
Investments and Risks                      3           Risk/Return Summary
Management of the Fund                     7           Investment Management
Ownership of Shares                        8           Not Applicable
Investment Advisory and Other Services     8           Investment Management
Brokerage Allocation                      10           Not Applicable
Capital Stock and Other Securities        11           Not Applicable
Purchase, Redemption and Pricing          11           How to Purchase Shares/
of Shares                                              How to Redeem Shares
Taxation of Fund                          11           Dividends, Distributions
                                                         and Taxes
Performance                               12           Not Applicable
Financial Statements                      13           Financial Highlights



                                  FUND HISTORY


     The Trust was organized as a business  trust under the laws of the State of
Delaware pursuant to an Agreement and Declaration of Trust dated July 31, 1998.






                              INVESTMENTS AND RISKS

Classification

     The Fund is a non-diversified  portfolio of the Trust, which is an open-end
management investment company.

Investment Strategies and Risks

     The Fund has an investment objective of obtaining capital appreciation. The
principal  investment  strategies  used by the Fund to  pursue  this  objective,
together with the principal risks of investing in the Fund, are described in the
Prospectus under the heading "Risk/Return Summary."

     Described  below are (i) certain  other  investment  strategies  (including
strategies to invest in particular types of securities)  which are not principal
strategies and (ii) the risks of those strategies:

     Options. The Fund may invest up to 5% of its assets in put and call options
which  trade  on  securities  exchanges.  Such  options  may  be  on  individual
securities or on indexes. A put option gives the Fund, in return for the payment
of a  premium,  the right to sell the  underlying  security  or index to another
party at a fixed price. If the market value of the underlying  security or index
declines,  the value of the put option would be expected to rise.  If the market
value of the  underlying  security or index remains the same or rises,  however,
the put option could lose all of its value, resulting in a loss to the Fund.

     A call option gives the Fund,  in return for the payment of a premium,  the
right to purchase the underlying security or index from another party at a fixed
price. If the market value of the underlying  security or index rises, the value
of the call option  would also be expected to rise.  If the market  value of the
underlying  security or index  remains the same or declines,  however,  the call
option could lose all of its value, resulting in a loss to the Fund.

     Warrants. The Fund may invest up to 5% of its net assets in warrants, which
are  options to purchase a specified  security  at a  specified  price  (usually
representing a premium over the applicable market value of the underlying equity
security at the time of the warrant's  issuance) and usually  during a specified
period of time. If the market value of the underlying  security remains the same
or declines, the warrant could lose all of its value, resulting in a loss to the
Fund.

     Futures  Contracts.  For the  purpose of hedging the Fund's  investment  in
equity securities or its cash position,  the Fund may invest up to 5% of its net
assets in futures  contracts for the purchase or sale of specific  securities or
stock indexes. A futures contract is an agreement between two parties to buy and
sell a  security  or an index  for a set  price on a future  date.  Futures  are
generally bought and sold on commodity exchanges.

     There are several risks in connection with the use of futures contracts. In
the event of an  imperfect  correlation  between  the futures  contract  and the
portfolio position that is intended to be protected,  the desired protection may
not be  obtained  and  the  fund  may be  exposed  to  risk  of  loss.  Further,
unanticipated changes in interest rates or stock price movements may result in a
poorer overall  performance for the Fund than if it had not entered into futures
contracts on debt securities or stock indexes.

     In  addition,  the market  price of futures  contracts  may be  affected by
certain  factors.  First,  all participants in the futures market are subject to
margin  deposit and  maintenance  requirements.  Rather than meeting  additional
margin  deposit  requirements,  investors  may close futures  contracts  through
offsetting  transactions that could distort the normal relationship  between the
securities and futures markets.  Second,  from the point of view of speculators,
the deposit  requirements  in the futures  market are less  onerous  than margin
requirements in the securities  market.  Therefore,  increased  participation by
speculators in the futures market may also cause temporary price distortions.

     Finally,  positions  in  futures  contracts  may be  closed  out only on an
exchange or board of trade that  provides a secondary  market for such  futures.
There is no assurance that a liquid  secondary market on an exchange or board of
trade will exist at any particular time.

     Short Sales.  The Fund may seek to realize  additional  gains through short
sale  transactions  in  securities  listed  on one or more  national  securities
exchanges or on NASDAQ. Short selling involves that sale of borrowed securities.
At the time a short sale is effected,  the Fund incurs an  obligation to replace
the  security  borrowed  at  whatever  its  price  may be at the  time  the Fund
purchases it for delivery to the lender.

     Since  short  selling  can result in profits  when stock  prices  generally
decline, the Fund in this manner can, to a certain extent, hedge the market risk
to the value of its other  investments  and  protect  its equity in a  declining
market.  However,  the Fund could, at any given time,  suffer both a loss on the
purchase or retention of one security if that security  should decline in value,
and a loss on a short  sale of  another  security,  if the  security  sold short
should increase in value.  When a short position is closed out, it may result in
a short term capital gain or loss for federal income tax purposes.  Moreover, to
the extent that in a generally  rising market the Fund maintains short positions
in securities  rising with the market,  the net asset value of the Fund would be
expected  to  increase  to a lesser  extent that the net asset value of a mutual
fund that does not engage in short sales.

     No short  sales will be  effected  which  will,  at the time of making such
short sale  transaction  and giving effect thereto,  cause the aggregate  market
value of all securities  sold short to exceed 25% of the value of the Fund's net
assets.  The value of the securities of any one issuer that have been shorted by
the Fund is  limited to the lesser of 2% of the value of the Fund' net assets or
2% of the  securities  of any class of the issuer.  In  addition,  to secure the
Fund's  obligation  to  replace  any  borrowed  security,  it  will  place  in a
segregated account, an amount of cash or U.S. Government securities equal to the
difference  between the market value of the securities sold short at the time of
the short sale and any cash or U.S. Government  securities  originally deposited
with the broker in connection with the short sale (excluding the proceeds of the
short sale).  The Fund will thereafter  maintain daily the segregated  amount at
such a level  that  the  amount  deposited  in it  plus  the  amount  originally
deposited  with the broker as  collateral  will equal the greater of the current
market value of the securities  sold short or the market value of the securities
at the time they were sold  short.  The Fund may make short sales  "against  the
box",  i.e.,  sales made when the Fund owns  securities  identical to those sold
short.

Fund Policies

     The Fund has adopted the  following  fundamental  investment  policies  and
restrictions.  These policies cannot be changed without  approval by the holders
of a majority of the  outstanding  voting  securities of the Fund. As defined in
the Act, the "vote of a majority of the  outstanding  voting  securities" of the
Fund  means  the  lesser  of the vote of (a) 67% of the  shares of the Fund at a
meeting where more than 50% of the  outstanding  shares are present in person or
by proxy or (b) more than 50% of the outstanding  shares of the Fund.  Except as
set forth in the  Prospectus or this  Statement of Additional  Information,  the
Fund may not:

          1. Invest more than 25% of the value of such  Fund's  total  assets in
     securities of companies in a particular industry (except obligations issued
     or  guaranteed  by  the  United   States   Government,   its  agencies  and
     instrumentalities).

          2. Purchase the  securities  of any issuer if, as a result,  more than
     10% of the value of the Fund's net assets  would be invested in  securities
     that are not readily marketable.

          3. With  respect  to 50% of the total  assets of the Fund,  purchase a
     security of any issuer  (other than cash,  money  market  mutual  funds and
     obligations  issued or  guaranteed  by the United  States  Government,  its
     agencies and  instrumentalities)  if such  purchase  would cause the Fund's
     holdings  of that  issuer to amount  to more  than 5% of the  Fund's  total
     assets.

          4. Invest more than 25% of the value of its assets in a single  issuer
     (except  obligations  issued or guaranteed by the United States Government,
     its agencies and instrumentalities).

          5. Invest in  securities  of other  registered  investment  companies,
     except by purchase in the open market  involving only  customary  brokerage
     commissions, or except as part of a merger,  consolidation,  reorganization
     or acquisition.

          6.  Invest  in  securities  of any  registered  closed-end  investment
     company,  if immediately after such purchase or acquisition such Fund would
     own more than 1% of the total  outstanding  voting stock of such closed-end
     company.

          7.  Invest  more than 10% of the Fund's net assets in  securities  for
     which market quotations are not readily available and repurchase agreements
     maturing in more than seven days.

          8.  Lend   money  or   securities,   provided   that  the   making  of
     interest-bearing  demand  deposits  with  banks  and the  purchase  of debt
     securities  in   accordance   with  its  objective  and  policies  are  not
     prohibited.

          9. Borrow money except for temporary or emergency  purposes from banks
     (but not for the purpose of purchase  of  investments)  and then only in an
     amount  not to exceed 5% of the  Fund's  net  assets;  or pledge the Fund's
     securities or receivables or transfer or assign or otherwise  encumber them
     in an amount exceeding the amount of the borrowings secured thereby.

          10. Make short sales of  securities,  or purchase  any  securities  on
     margin except to obtain such short-term credits as may be necessary for the
     clearance of transactions.

          11. Write (sell) put or call options,  combinations thereof or similar
     options;  nor may it  purchase  put or call  options if more than 5% of the
     Fund's net assets  would be invested  in premiums on put and call  options,
     combinations thereof or similar options.

          12.  Purchase  or retain  the  securities  of any issuer if any of the
     officers  or  Trustees  of  the  Fund  or  its   investment   adviser  owns
     beneficially  more  than 1/2 of 1% of the  securities  of such  issuer  and
     together own more than 5% of the securities of such issuer.

          13.  Invest for the purpose of  exercising  control or  management  of
     another issuer.

          14. Invest in  commodities or commodity  futures  contracts or in real
     estate,  although  it may invest in  securities  which are  secured by real
     estate and securities of issuers which invest or deal in real estate.

          15.  Invest in interests in oil, gas or other mineral  exploration  or
     development  programs,  although it may invest in the securities of issuers
     which invest in or sponsor such programs.

          16.  Underwrite  securities  issued by others except to the extent the
     Fund may be deemed to be an underwriter, under the federal securities laws,
     in connection with the disposition of portfolio securities.

          17.  Issue  senior  securities  as  defined in the Act.  18.  Purchase
     securities  subject to restrictions on disposition under the Securities Act
     of 1933.

If a percentage  restriction  is adhered to at the time of  investment,  a later
increase or decrease in percentage  beyond the specified  limit resulting from a
change in values or net assets will not be considered a violation.


                             MANAGEMENT OF THE FUND

     The Board of Trustees  is  responsible  for  managing  the Fund's  business
affairs and for  exercising  all the Fund's powers except those reserved for the
shareholders.  The  day-to-day  operations  of the  Fund  are  conducted  by its
officers. The following table provides biographical  information with respect to
each  current  Trustee  and officer of the Fund.  Each  Trustee who is or may be
deemed to be an  "interested  person" of the Fund,  as  defined  in the Act,  is
indicated by an asterisk.



Name and Address               Position Held               Principal Occupation


Rajendra Prasad*             Chairman, Treasurer          Retired physician;
                             and Trustee                  publisher of mutual
                                                          funds newsletter
                                                          until 1999;
                                                          registered investment
                                                          adviser

Anita Alamshaw, M.B.A.*      Trustee                      Sales and marketing
                                                          in pharmaceutical

Richard L.D. Saxton          Trustee                      Television broadcaster
                                                          specializing in

Samir Thakkar                Trustee                      Managing Director,
                                                          The Acacia Group

     No  officer,  director  or  employee  of  Mutual  Funds  Leader  Inc.  (the
"Adviser") receives any compensation from the Trust for serving as an officer or
Trustee of the Trust.  Each Trustee who is not an officer,  director or employee
of the Adviser or any  affiliate  receives  from the Fund a fee of $125 for each
Board or shareholders  meeting  attended.  The fees paid to the Trustees for the
fiscal year ended March 31, 1999,  which are the only  compensation  or benefits
payable to Trustees, are summarized in the following table:



                               COMPENSATION TABLE

                                           Aggregate Compensation
          Name of Trustee                      from the Fund*
Rajendra Prasad                          $      0
Anita Alamshaw                                250
Richard L.D. Saxton                           250
Samir Thakkar                                 250




                               OWNERSHIP OF SHARES

     As of November 8, 1999, the following  persons were known by the Fund to be
the beneficial owners of more than 5% of the shares of the Fund:


                     Name and Addressof Ownership Percentage

 Rajendra Prasad*                                           14.8%
 57 Eaglecreek
 Irvine, California  92618

 Krishna & Parvataneni Arun, M.D. Tttees.                  27.07%
 Profit Sharing Plan Trust
 2777 Pacific Avenue - Suite D Long Beach, CA 90806

 Veena Charu IRA                                           12.05%
 1757 N. Mountain View Place
 Fullerton, CA 92831

 Paul P. Lee Trustee                                        5.25%
 Lee Family Trust Dtd 12-10-75
 945 Via Del Monte
 Palos Verdes Estates, CA 90274

 Arthur J. Lunsk IRA                                        7.30%
 3691 Pirate Circle
 Huntington Beach, CA 92649

 National Investors Services                                7.05%
 55 Water Street - 32nd Floor
 New York, NY 10041

 Paul S. Yoon IRA                                           7.92%
 18817 Jeffrey Avenue
 Cerritos, CA 90703

*Rajendra Prasad may be deemed to "control" the Fund.


     As of November 8, 1999,  all officers and Trustees as a group  beneficially
owned 13,829 shares, constituting 14.8% of the outstanding shares of the Fund.


                     INVESTMENT ADVISORY AND OTHER SERVICES

Investment Adviser

     Mutual Funds Leader, Inc. (the "Adviser") is the investment adviser for the
Fund.  Rajendra  Prasad is the  president  and a  principal  shareholder  of the
Adviser and, therefore, is deemed to be in control of the Adviser.

     As compensation for the Adviser's  services  rendered to the Fund, the Fund
pays a fee,  computed  and paid  monthly,  at an annual  rate of 1.5% of the net
assets of the Fund.  For the  fiscal  year ended  March 31,  1999,  the  Adviser
received management fees from the Fund in the amount of $543.

     Subject  to the  supervision  and  direction  of the Fund's  Trustees,  the
Adviser  manages the Fund's  portfolio in accordance with the stated policies of
the Fund.  The Adviser  makes  investment  decisions for the Fund and places the
purchase and sale orders for portfolio  transactions.  In addition,  the Adviser
furnishes office facilities and clerical and administrative  services,  and pays
all operating  expenses of the Fund except for  brokerage,  taxes,  interest and
extraordinary  expenses.  In  addition,  subject to the  direction of the Fund's
Board of Trustees,  the Adviser is responsible for the overall management of the
business affairs of the Fund.

     Brokerage fees and commissions,  taxes, interest and extraordinary expenses
are paid by the Fund.

Other Service Providers

     The  Fund  has  entered  into  an  Administration   Agreement  with  Mutual
Shareholder Services LLC ("MSS"), pursuant to which MSS has agreed to act as the
Fund's  Transfer,  Redemption  and  Dividend  Disbursing  Agent.  As  such,  MSS
maintains the Fund's  official  record of  shareholders  and is responsible  for
crediting  dividends  to  shareholders'   accounts.  In  consideration  of  such
services,  the Fund pays MSS an annual  fee,  paid  monthly,  equal to $9.75 per
shareholder account (with a monthly minimum of $775) plus $12 per month for each
state in which the Fund is registered  under such state's  securities laws, plus
out-of-pocket  expenses.  In addition,  the Fund has entered into an  Accounting
Services  Agreement  with  MSS,  pursuant  to which MSS has  agreed  to  provide
portfolio  pricing  and  related  services,  for the payment of an annual fee of
$21,000  for  the  first  $25,000,000  in  net  assets,  $10,500  for  the  next
$25,000,000  in net assets and $5,750  for each  additional  $25,000,000  in net
assets, plus out-of-pocket  expenses.  For the fiscal year ended March 31, 1999,
the Fund paid MSS fees under the  Administration  Agreement  and the  Accounting
Services Agreement in the amount of $3,600.

     Fifth Third Bank, 38 Fountain Square Plaza, Cincinnati,  Ohio 45263, serves
as the Fund's custodian. As custodian, Fifth Third Bank maintains custody of the
Fund's cash and portfolio securities.

     McCurdy  &  Associates  C.P.A.'s,   Inc.,   independent   certified  public
accountants  located at 27955  Clemens  Road,  Westlake,  Ohio  44145,  has been
selected  as  auditors  for the Fund.  In such  capacity,  McCurdy &  Associates
C.P.A.'s,  Inc. periodically reviews the accounting and financial records of the
Fund and examines its financial statements.


                              BROKERAGE ALLOCATION

     Decisions to buy and sell  securities  for the Fund are made by the Adviser
subject to the overall supervision and review by the Fund's Trustees.  Portfolio
security  transactions  for the Fund are effected by or under the supervision of
the Adviser.

     Transactions on stock exchanges involve the payment of negotiated brokerage
commissions.  There is generally no stated  commission in the case of securities
traded  in the  over-the-counter  markets,  but the  price of  those  securities
includes an undisclosed  commission or markup. The cost of securities  purchased
from  underwriters  includes an underwriting  commission or concession,  and the
prices at which  securities  are  purchased  from and sold to dealers  include a
dealer's markup or markdown.

     In executing  portfolio  transactions and selecting brokers and dealers, it
is the Fund's policy to seek the best overall terms  available.  The  Investment
Advisory and  Administration  Agreement  provides  that,  in assessing  the best
overall terms  available  for any  transaction,  the Adviser shall  consider the
factors it deems relevant,  including the breadth of the market in the security,
the price of the security,  the financial condition and execution  capability of
the broker or dealer, and the reasonableness of the commission,  if any, for the
specific  transaction  and on a continuing  basis.  In addition,  the Investment
Advisory and  Administration  Agreement  authorizes  the  Adviser,  in selecting
brokers or dealers to execute a particular  transaction,  and, in evaluating the
best overall terms  available,  to consider the brokerage and research  services
(as those terms are defined in Section 28(e) of the  Securities  Exchange Act of
1934)  provided  to the Fund  and/or  other  accounts  over  which  the  Adviser
exercises  investment  discretion.  The Fund's  Board of  Trustees  periodically
reviews the commissions  paid by the Fund to determine if the  commissions  paid
over representative  periods of time were reasonable in relation to the benefits
inuring to the Fund. It is possible  that certain of the services  received will
primarily benefit one or more other accounts for which investment  discretion is
exercised.  Conversely,  the Fund may be the  primary  beneficiary  of  services
received as a result of portfolio  transactions effected for other accounts. the
Adviser's fee under the Investment Advisory and Administration  Agreement is not
reduced  by  reason of the  Adviser's  receiving  such  brokerage  and  research
services.

     During the fiscal  year  ended  March 31,  1999,  the  aggregate  amount of
brokerage commissions paid by the Fund was $2,396.


                       CAPITAL STOCK AND OTHER SECURITIES

     The  Declaration  of Trust  provides for an unlimited  number of authorized
shares of beneficial interest in the Fund. Shareholders are entitled to one vote
per share on such matters as shareholders are entitled to vote.

     Upon issuance and sale in accordance with the terms of the Prospectus, each
share  will be  fully  paid  and  non-assessable.  Shares  of the  Fund  have no
preemptive,  subscription  or conversion  rights.  The Declaration of Trust also
provides that  shareholders  shall not be subject to any personal  liability for
the acts or  obligations  of the Fund and that every  agreement,  obligation  or
instrument entered into or executed by the Fund shall contain a provision to the
effect that the shareholders are not personally liable thereunder.


                   PURCHASE, REDEMPTION AND PRICING OF SHARES

     The  information  pertaining  to the purchase and  redemption of the Fund's
shares  appearing in the Prospectus  under the captions "How To Purchase Shares"
and "How To Redeem Shares" is hereby incorporated by reference.

     The price paid for shares of the Fund is the net asset value per share next
determined after receipt by the Transfer Agent of properly  identified  purchase
funds,  except that the price for shares purchased by telephone is the net asset
value per share next  determined  after receipt of telephone  instructions.  Net
asset value per share is computed  as of the close of business  (currently  4:00
P.M.,  New York time) each day the New York Stock  Exchange  is open for trading
and on each other day during  which there is a  sufficient  degree of trading in
the Fund's  investments  to affect  materially net asset value of its redeemable
securities.

     For  purposes  of  computing  the net  asset  value  per share of the Fund,
securities  listed on a national  securities  exchange or on the NASDAQ National
Market  System will be valued on the basis of the last sale of the date on which
the  valuation  is made or, in the  absence of sales,  at the closing bid price.
Over-the-counter  securities will be valued on the basis of the bid price at the
close  of  business  on each  day  or,  if  market  quotations  are not  readily
available,  at fair value as  determined in good faith by the Board of Trustees.
Unless   the   particular   circumstances   (such  as  an   impairment   of  the
credit-worthiness  of the issuer)  dictate  otherwise,  the fair market value of
short-term  securities  with  maturities  of 60  days  or less  shall  be  their
amortized cost. All other securities and other assets of the Fund will be valued
at their fair value as determined in good faith by the Board of Trustees.


                              TAXATION OF THE FUND

     The Fund intends to qualify each year as a "regulated  investment  company"
under the  requirements of Subchapter M of the Internal Revenue Code of 1986, as
amended  (the  "Code").  Qualification  as a regulated  investment  company will
result in the  Fund's  paying no taxes on net income  and net  realized  capital
gains distributed to shareholders.  If these  requirements are not met, the Fund
will not receive  special tax  treatment  and will pay federal  income tax, thus
reducing the total return of the Fund.

     Statements  as to the  tax  status  of  each  shareholder's  dividends  and
distributions will be mailed annually by the Fund's transfer agent. Shareholders
are urged to consult their own tax advisers  regarding  specific questions as to
Federal, state or local taxes.


                                   PERFORMANCE

     From time to time, the Fund may advertise performance data represented by a
cumulative  total return or an average  annual total  return.  Total returns are
based on the overall or percentage change in value of a hypothetical  investment
in a Fund and assume all of the Fund's dividends and capital gain  distributions
are reinvested. A cumulative total return reflects the Fund's performance over a
stated period of time. An average annual total return reflects the  hypothetical
annually  compounded  return that would have produced the same cumulative  total
return if the Fund's  performance  had been  constant  over the  entire  period.
Because  average  annual  returns  tend to smooth out  variations  in the Fund's
returns,  it  should  be  recognized  that  they  are  not the  same  as  actual
year-by-year results.

     Performance  may be compared to  well-known  indices  such as the Dow Jones
Industrial Average or alternative  investments such as Treasury Bills. Also, the
Funds  may  include  published   editorial   comments  compiled  by  independent
organizations such as Lipper Analytical Services or Morningstar, Inc.

     All performance  information is historical in nature and is not intended to
represent or guarantee  future  results.  The value of Fund shares when redeemed
may be more or less than their original cost.

     Further  information  about the performance of the Fund is contained in the
Fund's Annual Report to Shareholders which may be obtained from the Fund without
charge.

<PAGE>


                                   INDEPENDENT AUDITOR'S REPORT



To The Shareholders and
Board of Trustees
Prasad Growth Fund

We  have  audited  the accompanying statement of assets and liabilities  of  the
Prasad Growth Fund, including the schedule of portfolio investments, as of March
31,  1999, and the related statement of operations, the statement of changes  in
net  assets,  and  financial highlights for the period from  November  23,  1998
(commencement of operations) to March 31, 1999 in the period then ended.   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 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
by  the custodian as of March 31, 1999, 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
Prasad  Growth  Fund  as of March 31, 1999, the results of its  operations,  the
changes  in  its  net assets, and the financial highlights for the  period  from
November  23, 1998 (commencement of operations) to March 31, 1999 in the  period
then ended, in conformity with generally accepted accounting principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio
April 29, 1999
<PAGE>

Dear Shareholders:

After  the  bottom of the stock market on October 8th 1998, it took off  like  a
rocket. Our fund began its life six weeks after that. The green signal came from
the  Securities and Exchange Commissionon 11/25/98, the day before Thanksgiving.
I  started  buying  stocks the day after Thanksgiving. So Thanksgiving  day  has
quite  a  significance for Prasad Growth Fund. My thanks go to all the investors
and everyone behind the scene working hard for the fund.

It  would have been fantastic if the fund had begun its life in October of 1998.
Irregardless  our  fund did well in December of 1998. It  was  up  by  11.6%  on
12/31/98  since its inception on 11/25/98. The benchmark S&P 500 grew  by  3.6%.
This  was  quite good for a new fund joining the race where S&P 500 was  already
running.

On  January  29th 1999 our fund was up by 18.1% and S&P 500 was up by  7.3%.  In
February  of  1999 the over all market came down with growth  stocks  taking   a
beating  and  cyclical ones going up. Our fund had around thirty growth  stocks.
Because  of this by the end of February 1999 our fund was up 6.5% from inception
when  compared to S&P 500 of 4.3% from the same date. By the end of  March  1999
our fund was up by 4.1% from inception when compared to S&P 500 which was up  by
8.4% from the same date.

Our  fund  needs  more  time  on its side to have a higher  differential.  I  am
planning  to increase the number of stocks held in the portfolio to  reduce  the
volatility.  Our  fund has stocks in several leading sectors.  But  during  some
periods the leading sectors are overtaken by cyclicals. In the long run the best
growth  stocks  will prevail. My philosophy is to invest in the best  of  growth
stocks.  As  the  earnings of these companies grow our fund  would  grow.  I  am
looking  for the magic factor of compounding which needs time. In the next  nine
years we can expect the market to perform extremely well because of the economic
stimulus  caused  by  the baby boom generation. Also the  environment  is  ideal
consisting of robust growth with low interest rates and subdued inflation.

Thank you and good bye.


Raj Prasad

<PAGE>
                             Prasad Growth Fund
                           Schedule of Investments
                               March 31, 1999



 Shares/Principal Amount 			 Market Value 	% of Assets
 Computer-Local Networks
    80  Cisco Systems Inc. *                            8,765        4.17%

 Computer Software-Enterprise
   200  Oracle Corp. *                                  5,275
   100  Siebel Systems *                                4,750
    50  Veritas Software *                              4,038
                                                    ---------
                                                       14,063        6.69%
 Computer-Mainframes
   160  Dell Computer Corp. *                           6,540
    90  Gateway 2000 *                                  6,171
    50  Sun Microsystems *                              6,253
                                                    ---------
                                                       18,964        9.02%
 Computer-Memory Devices
   100  Network *                                       5,063        2.41%

 Computer Software Desktop
   300  Microsoft Corp. *                              26,888       12.79%

 Computer Software-Fin
   150  Fund Tech *                                     4,519        2.15%

 Comml Services-Misc
    50  Abacus *                                        4,100        1.95%

 Computer Software Security
   175  Check Point Software Tech *                     7,525        3.58%

 Medical/Dental Services
    75  ADV Paradigm *                                  4,739        2.25%

 Telecommunications-Equip
   100  Comverse Technology Inc *                       8,500        4.04%

 Financial Services Misc
    50  Providian Corp                                  5,500        2.62%

 Leisure/Toys/Games/Hobbies
   450  Jakks Pacf *                                    8,325        3.96%

 Elec-Semiconductor Mfg
    85  Flextronics Intl Ltd *                          4,335        2.06%


* Non-Income producing securities.


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


 Retail-Apparel/Shoe
    90  Abercombe *                                     8,303
   250  Pacific Sun *                                   8,687
                                                    ---------
                                                       16,990        8.08%
 Retail-Consumer Elect
   100  Best Buy Co. Inc. *                             5,200        2.47%

 Telecommunications-Equip
   200  Intl Intergration *                             6,400
   100  Nokia                                          15,575
    50  Tellabs Inc. *                                  4,888
                                                    ---------
                                                       26,863       12.78%
 Telecommunications-Svcs
   300  Gilat Comm *                                    4,181
   100  MCI Worldcom Inc. *                             8,856
                                                    ---------
                                                       13,037        6.20%
 Finance-Invesment Brokers
   200  Knight/Trimark Group *                         13,400        6.37%
                                                    ---------
        Total Stocks                                  196,776

 Call Options
   400  Dell Jan 01 - 25 Calls                          9,000        4.28%
                                                    ---------
        Total Call Options                              9,000

 Repurchase Agreements
42,390  Repurchase 4.4%, 4-1-99                        42,390       20.16%
        FHLMC Pool #G106557 7.5%, 2/1/12
                                                    ---------
        Total Repurchase Agreements                    42,390

        Total Investments (cost $241,070)             248,166      118.04%

        Other Assets Less Liabilities                 (37,933)     -18.04%

        Net Assets - Equivalent to
          $10.46 per share on                         210,233      100.00%
                                                    =========

* Non-Income producing securities.


     The accompanying notes are an integral part of the financial statements.
<PAGE>
                   Statement of Assets and Liabilities
                               March 31, 1999

Assets
     Investment Securities at Market Value            248,166
          (Identified Cost - $241,070)
     Cash                                                 242
     Receivables:
          Dividends and Interest                            5
     Other Assets                                           0
                                                    ---------
               Total Assets                           248,413

Liabilities
     Payables:
          Investment Securities Purchased              37,369
          Shareholder Distributions                         0
          Accrued Expenses                                811
                                                    ---------
               Total Liabilities                       38,180

Net Assets                                            210,233
Net Assets Consist of:
     Capital Paid In                                  205,202
     Accumulated Realized Gain
        (Loss) on Investments - Net                    (2,065)
     Unrealized Appreciation in Value of Investments
        Based on Identified Cost - Net                  7,096
                                                    ---------
Net Assets, for 20,096 Shares Outstanding             210,233


Net Asset Value and Redemption Price
     Per Share ($210,233/20,096 shares)                 10.46

Offering Price Per Share                                10.46


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

                         Statement of Operations

                                11/23/98 *
                                   to
                                 3/31/99
Investment Income:              --------
     Dividends                     31
     Interest                     199
                               ------
   Total Investment Income        230


Expenses
     Management Fees (Note 2)     543
     Director fees                750
     Custody                    1,382
     Transfer agent fees        3,600
     Legal                        534
     Insurance                    921
     Audit                      8,200
     Other expenses             1,441
     Organizational Costs           0
                               ------
   Total Expenses              17,371

   Reimbursed expenses        (16,560)
                               ------
   Total Expenses
      after reimbursement         811

Net Investment Income            (581)

Realized and Unrealized Gain
  (Loss) on Investments:
  Realized Gain
    (Loss) on Investments      (2,065)
  Unrealized Gain (Loss)
    from Appreciation
    (Depreciation) on
    Investments                 7,096
                               ------
Net Realized and Unrealized
  Gain (Loss) on Investments    5,031

Net Increase (Decrease) in
  Net Assets from Operations    4,450
                               ======

* Commencement of operations



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

                        Statement of Changes in Net Assets

                                                11/23/98 *
                                                   to
                                                 3/31/99
                                                --------
From Operations:
     Net Investment Income                          (581)
     Net Realized Gain (Loss) on Investments      (2,065)
     Net Unrealized Appreciation (Depreciation)    7,096
                                                 -------
     Increase (Decrease) in Net Assets
       from Operations                             4,450

From Distributions to Shareholders
     Net Investment Income                             0
     Net Realized Gain (Loss) from
       Security Transactions                           0
                                                 -------
     Net Increase (Decrease) from Distributions        0

From Capital Share Transactions:
     Proceeds From Sale of 10,096 Shares         105,783
     Net Asset Value of 0 Shares Issued
       on Reinvestment of Dividends                    0
     Cost of 0 Shares Redeemed                         0
                                                 -------
                                                 105,783

Net Increase  in Net Assets                      110,233
Net Assets at Beginning of Period                100,000
                                                 -------
Net Assets at End of Period                      210,233


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

                                Financial Highlights

Selected data for a share of common stock outstanding throughout the period:

                                11/23/98 *
                                  to
                                 3/31/99
                                --------
Net Asset Value -
     Beginning of Period           10.00
Net Investment Income              (0.05)
Net Gains or Losses on Securities
     (realized and unrealized)      0.51
                                  ------
Total from Investment Operations    0.46
Dividends
     (from net investment income)   0.00
Distributions (from capital gains)  0.00
Return of Capital                   0.00
                                  ------
     Total Distributions            0.00
Net Asset Value -
     End of Period                 10.46

Total Return **                    13.37 %
Ratios/Supplemental Data
Net Assets - End of Period
  (Thousands)                        210

Before expense reimbursement
   Ratio of Expenses to
     Average Net Assets **         32.16 %
   Ratio of Net Income to
     Average Net Assets **        (31.74)%

After expense reimbursement
   Ratio of Expenses to
     Average Net Assets **          1.50 %
   Ratio of Net Income to
     Average Net Assets **         (1.08)%

Portfolio Turnover Rate           272.04 %

* Commencement of operations
** Annualized

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

<PAGE>

                                 PRASAD GROWTH FUND
                           Notes to Financial Statements
                                   March 31, 1999


1.)   SIGNIFICANT ACCOUNTING POLICIES
  The  Fund is an open-end management investment company, organized as  a  Trust
  under  the  laws of the State of Delaware by a Declaration of  Trust  in  July
  1998.  The Fund's investment objective is to obtain capital appreciation.   In
  seeking its objective, this Fund will invest at least 65% of its total  assets
  in  equity  securities.   Significant accounting  policies  of  the  Fund  are
  presented below:

  SECURITY VALUATION:
  The  Fund  intends to invest in a wide variety of equity and debt  securities.
  The  investments  in  securities are carried  at  market  value.   The  market
  quotation  used  for  common  stocks, including those  listed  on  the  NASDAQ
  National  Market  System, is the last sale price on  the  date  on  which  the
  valuation  is  made  or, in the absence of sales, at the  closing  bid  price.
  Over-the-counter securities will be valued on the basis of the  bid  price  at
  the  close  of  each  business  day.  Short-term  investments  are  valued  at
  amortized  cost,  which  approximates market.   Securities  for  which  market
  quotations  are  not  readily  available will  be  valued  at  fair  value  as
  determined  in good faith pursuant to procedures established by the  Board  of
  Directors.

  SECURITY TRANSACTION TIMING
  Security  transactions  are  recorded on the dates  transactions  are  entered
  into.   Dividend income and distributions to shareholders are recorded on  the
  ex-dividend date.  Interest income is recorded as earned.  The Fund  uses  the
  identified  cost  basis  in  computing gain or  loss  on  sale  of  investment
  securities.

  INCOME TAXES:
  It  is  the  Fund's policy to distribute annually, prior to  the  end  of  the
  calendar year, dividends sufficient to satisfy excise tax requirements of  the
  Internal  Revenue  Service.   This Internal Revenue  Service  requirement  may
  cause  an  excess of distributions over the book year-end accumulated  income.
  In  addition, it is the Fund's policy to distribute annually, after the end of
  the  fiscal year, any remaining net investment income and net realized capital
  gains.

  ESTIMATES:
  The  preparation of financial statements in conformity with generally accepted
  accounting  principles requires management to make estimates  and  assumptions
  that  affect the reported amounts of assets and liabilities and disclosure  of
  contingent assets and liabilities at the date of the financial statements  and
  the  reported  amounts of revenues and expenses during the  reporting  period.
  Actual results could differ from those estimates.


2.)   INVESTMENT ADVISORY AGREEMENT
  The  Fund has entered into an investment advisory and administration agreement
  with  Mutual Funds Leader, Inc.  The Investment Advisor receives from the Fund
  as  compensation  for  its services an annual fee of  1%  on  the  Fund's  net
  assets.  The  Fund  pays  all expenses not assumed by the  Adviser,  including
  brokerage  fees  and  commissions, fees of Trustees not  affiliated  with  the
  Adviser,  expenses of registration of the Fund and of the share  of  the  fund
  with the Securities and Exchange Commission and the various state, charges  of
  the  custodian,  dividend  and  transfer agent,  outside  auditing  and  legal
  expenses,  liability  insurance premiums on property or personnel,  etc.  From
  time to time, Mutual Funds Leader, Inc. may waive some or all of the fees  and
  may  reimburse expenses of the Fund.  The Fund paid investment management fees
  of  $543  during  the  fiscal year ended March 31, 1999.    The  Adviser  paid
  $16,500 of Fund expenses during that same period.


3.)   RELATED PARTY TRANSACTIONS
  Certain  owners of Mutual Funds Leader, Inc. are also owners and/or  directors
  of  the  Prasad Growth Fund.  These individuals may receive benefits from  any
  management fees paid to the Advisor.

  As  of  March  31,  1999,  Rajendra Prasad owned  69%  of  the  shares.   This
  individual is considered a control person as defined under Section 2(1)(9)  of
  the  1940  Act,  by virtue of their ownership of more than 25% of  the  voting
  securities of the Fund.

<PAGE>
                                 PRASAD GROWTH FUND
                           Notes to Financial Statements
                                   March 31, 1999
                                     (continued)


4.)   CAPITAL STOCK AND DISTRIBUTION
  At  March  31,  1999  an  indefinite number of shares of  capital  stock  were
  authorized, and paid-in capital amounted to $205,783. Transactions  in  common
  stock were as follows:

                Shares sold                              10,096
                Shares issued to shareholders in
                  reinvestment of dividends              10,096
                Shares redeemed                               0
                                                        -------
                Net Increase                             10,096
                Shares Outstanding:
                    Beginning of Period                  10,000
                                                        -------
                    End of Period                        20,096


5.)   PURCHASES AND SALES OF SECURITIES
  During  the  period  four-month period ending March 31,  1999,  purchases  and
  sales  of  investment  securities other than U.S. Government  obligations  and
  short-term   investments   aggregated  $549,089  and  $348,295   respectively.
  Purchases  and  sales  of U.S. Government obligations  aggregated  $0  and  $0
  respectively.


6.)   FINANCIAL INSTRUMENTS DISCLOSURE
  There  are no reportable financial instruments that have any off-balance sheet
  risk as of March 31, 1999.


7.)   SECURITY TRANSACTIONS
  For  Federal income tax purposes, the cost of investments owned at  March  31,
  1999 was the same as identified cost.
  At  March 31, 1999, the composition of unrealized appreciation (the excess  of
  value over tax cost) and depreciation (the excess of tax cost over value)  was
  as follows:

                                                   Net Appreciation
                  Appreciation    (Depreciation)     (Depreciation)
                     10,698          (3,603)             7,095


8.)   RECLASSIFICATION OF CAPITAL ACCOUNTS
  The  Fund  has  adopted Statement of Position 93-2, Determination,  Disclosure
  and  Financial  Statement Presentation of Income, Capital Gain and  Return  of
  Capital   Distributions  by  Investment  Companies.   As  a  result  of   this
  statement,   the   Fund  changed  the  classification  of   distributions   to
  shareholder  to  better  disclose the difference between  financial  statement
  amounts   and   distributions  determined  in  accordance  with   income   tax
  regulations.   Accordingly,  undistributed net investment  loss  and  paid  in
  capital  have  adjusted as of March 31, 199 in the following  amounts.   These
  restatements  did not affect net investment income, net realized  gain  (loss)
  or net assets for the year ended March 31, 1999.

               Undistributed Net
                Investment Loss            Paid in Capital
                     581                        (581)



<PAGE>



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

                                Board of Trustees
                                 Rajendra Prasad
                                 Anita Alamshaw
                               Richard L.D. Saxton
                                  Samir Thakkar


                               Investment Adviser
                            Mutual Funds Leader, Inc.
                               821 Hillside Drive
                          Long Beach, California 90815


                             Dividend Paying Agent,
                         Shareholders' Servicing Agent,
                                 Transfer Agent
                           Mutual Shareholder Services
                           1301 E. 9th St., Suite 1005
                              Cleveland, Ohio 44114


                                    Custodian
                                Fifth Third Bank
                              Mutual Fund Services
                            38 Fountain Square Plaza
                                    MD 1090E5
                              Cincinnati, OH 45263


                                     Counsel
                             Michael J. Meaney, Esq.
                   Benesch, Friedlander, Coplan & Aronoff LLP
                            2300 BP America Building
                                200 Public Square
                              Cleveland, Ohio 44114


                              Independent Auditors
                        McCurdy & Associates CPA's, Inc.
                                27955 Clemens Rd
                              Westlake, Ohio 44145




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