VALUE TREND FUNDS
N-30D/A, 1999-12-09
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Value Trend Funds
Annual Report June 30, 1999

Dear Shareholders:

     We are  pleased  to present  the first  Annual  Report for the Value  Trend
Family of Funds and want to welcome  our new  Shareholders.  The past six months
has been rewarding for our shareholders. More importantly, we are confident that
the current  market  volatility  will not prove to be a long-term  deterrent  to
meeting our  investment  goals.  The Value Trend Funds are off to a great start,
completing six full months of operations as of June 30, 1999.  Through the first
half of 1999,  the Value Trend  Large Cap Fund gained  9.70% and the Value Trend
Links  Fund  gained  9.50%.  Value  Trend  Funds  invest  in  companies  for the
long-term. Your investment in the Value Trend Funds should therefore also be for
the long-term,  and we recommend you consider  investing for a minimum of 3 to 5
years.

LONG-TERM OUTLOOK IS POSITIVE
     Going forward,  we anticipate the economy will continue to grow at a steady
rate with low inflation. This environment is great for the equities markets. Our
goal for the remainder  1999 and first half of 2000 will be to continue to focus
our  investments  in only those  companies  which have dominant  franchises  and
strong growth prospects.  Moreover, we are very enthusiastic about the potential
of all the Fund's current holdings.
     As a general principal we at Value Trend Funds believe that the baby boomer
generation  will  continue to drive our  domestic  economy over the next several
years. This coupled with the explosive growth in technology,  which is expanding
at an exceptional rate, particularly in broad band communications bodes well for
the equity  markets.  Also,  over the next  several  years,  as the baby  boomer
generation  begins  retirement,  the leisure  industry  should do well.  This is
particularly attractive for the Value Trend Links Fund.
     You can be assured  that we will be working hard on your behalf to continue
the  trend  that we began  the  first  half of 1999.  We want to thank  our team
members - - our Transfer Agent, our Custodian Bank and our independent auditor -
- - for helping us get a solid start.  Most  importantly  we want to thank you the
shareholder for your confidence and trust in the Value Trend Funds.

OUR PARTNERSHIP
     The  partnership  between Value Trend Funds and our  Shareholder's  is very
important  to us.  We want to let each and  every  Shareholder  know that we are
available to answer questions about the Value Trend Funds by calling  1-800-590-
0898 and pressing option 3. Below is additional information on our phone system.
     When you call the (800)  590-0898  phone  number  you will be greeted by an
automated phone system that gives you four choices.
     Option #1 Request a Prospectus and Applications ONLY. An answering service.
     Option #2 Current NAV of the Funds (current share price).
     Option #3 If you have a specific question about the Funds.  Value Trend
Capital Management.
     Option #4 If you have a question  about  your  account,  want to  establish
automatic  investing,  or want to redeem  shares.  Our  transfer  agent,  Mutual
Shareholder Services.
     Thank you for investing in the Value Trend Funds.  Please feel free to call
any  time if you have  questions  about  your  account  or if you have  specific
questions about the Value Trend Funds.


          <Ross C. Provence>
          Ross C. Provence
          President, Value Trend Funds
          August 10, 1999

<PAGE>

The Value Trend Large Cap
Report from Ross C. Provence, Portfolio Manager

     Dear valued Shareholder of the Value Trend Large Cap Fund: It is a pleasure
to  welcome  you to our new  family  of Funds.  The Large Cap Fund,  as the name
implies invests in companies which have a market  capitalization of five billion
($5bil)  dollars or more. As portfolio  manager,  I use a  combination  of value
investing and growth trends for the selection of the  individual  securities for
the fund.  There is special  emphasis  in the  sectors of  technology,  finance,
health care and communications, as these are the areas which in my opinion offer
the greatest growth potential over the next several years.
     We  are  in  a  new  technology  revolution,   which  provides  substantial
opportunity  for  the  investor.  It is our job to pick  the  industries  within
technology that will provide the best possible opportunity for value and growth.
Broadband  communication  is  probably  the  most  import  area  of  our  future
concentration.  At the present  time,  with millions of new  subscribers  to the
internet  services,  the most limiting factor is speed of  communication.  Those
companies  which provide  faster access to the system,  mainly a select group of
equipment  providers and chip makers,  will be very profitable for several years
to come.  The whole world is their  market and the trend is clearly  established
for the future.
     It is the job of communication  companies to provide access services to the
system developed by technology companies. A select group of these companies will
prosper  over the next  decade as they link  people  from all areas of the world
together in one giant web. The financial  services  sector,  particularly  those
servicing  the baby  boomer  generation  who are now saving at a record rate for
retirement,  will be profitable  over the next several  years.  Finally,  as the
eighty  million  baby boomers  retire,  they will need more and more health care
services.  These  are the areas in which  the  Value  Trend  Large Cap Fund will
concentrate over the next year.

     <Ross C. Provence>
     Ross C. Provence
     August 10. 1999

The Value Of a $10,000  Investment  In The Value  Trend  Large Cap Fund From Its
Inception (1/1/99) To Present (6/30/99) As Compared To The Standard & Poor's 500
Index Chart

6/30/99 NAV $10.97

Total Return* Through  6/30/99 From Fund Inception 1/1/99

Value Trend Large Cap Fund          9.70%
Standard & Poor's 500 Index**      12.38%
Wilshire Top 750**                 11.82%

*Total  return  includes  change  in  share  prices  and in each  case  includes
reinvestment  of any  dividends  and capital gain  distributions.  **Each of the
indexes  or  averages  is an  unmanaged  group of stocks  whose  composition  is
different  from  the  Fund.  The  S&P  500 is a  broad  market-weighted  average
dominated  by  blue-chip  stocks.  The Wilshire Top 750 consists of 750 domestic
stocks chosen from market size, liquidity, and industry group representation.

Page 2
<PAGE>

The Value Trend Links Fund
Report from Jeffrey R. Provence, Portfolio Manager

     Dear valued  Shareholder  of the Value Trend Links Funds. I want to welcome
you and thank you for your optimism  about this unique fund. As you well know by
now, the Value Trend Links Fund invests  primarily in common stocks of companies
which are associated with the golfing  industry.  Companies which are candidates
for this Fund may be, but are not limited to companies in the golfing  industry,
sponsors of major  golfing  events,  companies  which  produce  products for the
golfing  industry,  and real estate  investment  trusts.  Our Shareholders  will
notice  that our  holdings  represent  a wide  range of  asset  classes  and our
holdings include some of the strongest franchises in the World.
     As of June 30,  1999 the Value  Trend  Links  Fund  posted a gain of 9.50%.
Because the Value Trend Links Fund has a unique investment  discipline,  we have
decided to measure  the Links Funds  against the most common  index which is the
Standard & Poor's  500.  Please see the chart for a  comparison  of  performance
relative to the Standard & Poor's 500.
     Today,  an estimated 27 million  Americans  play golf,  and interest in the
sport is growing.  The demographics  are extremely  positive with eighty million
baby boomers soon reaching  retirement.  It is clear that many baby boomers will
be starting to play golf as they reach their  golden  years which should give us
additional investment opportunities over the coming years.
     I look forward to a long and  prosperous  relationship  and am confident in
the  long-term  outlook for the Links Fund. In fact, my wife and I have invested
our IRA accounts in the Links Fund.

     <Jeffrey R. Provence>
     Jeffrey R. Provence
     Value Trend  Links Fund
     August 10, 1999

The  Value Of A  $10,000  Investment  In The  Value  Trend  Links  Fund From Its
Inception (1/1/99) To Present (6/30/99) As Compared To The Standard & Poor's 500
Index

6/30/99 NAV $10.95

Total Return* Through 6/30/99 From Fund Inception  1/1/99 Value Trend Links Fund
9.50% Standard & Poor's 500 Index** 12.38%  Standard & Poor's MidCap 400 Index**
8.68%

*Total  return  includes  change  in  share  prices  and in each  case  includes
reinvestment  of any  dividends  and capital gain  distributions.  **Each of the
indexes  or  averages  is an  unmanaged  group of stocks  whose  composition  is
different  from  the  Fund.  The  S&P  500 is a  broad  market-weighted  average
dominated  by blue-chip  stocks.  The S&P MidCap 400 is consists of 400 domestic
stocks chosen from market size, liquidity, and industry group representation.

Page 3

<PAGE>
                  INDEPENDENT AUDITOR'S REPORT



To The Shareholders and
Board of Trustees
Value Trend Funds

We have  audited the  accompanying  statement of assets and  liabilities  of the
Value Trend Funds (comprising,  respectively, the Value Trend Large Cap Fund and
the Value Trend Links Fund), including the schedule of portfolio investments, as
of June 30,  1999,  and the related  statement of  operations  for the year then
ended,  the  statement  of changes in net  assets for the year then  ended,  and
financial  highlights  for the  period  from  January 1, 1999  (commencement  of
operations)  to  June  30,  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 as
of June 30, 1999 by  correspondence  with the custodian.  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
Value Trend Funds as of June 30,  1999,  the results of its  operations  for the
year then ended,  the changes in its net assets for the year then ended, and the
financial  highlights  for the  period  from  January 1, 1999  (commencement  of
operations)  to June 30,  1999 in the period  then  ended,  in  conformity  with
generally accepted accounting principles.




McCurdy & Associates CPA's, Inc.
Westlake, Ohio  44145
July 17, 1999
<PAGE>
 Value Trend Links Fund
                                        Schedule of Investments
                                        June 30, 1999
 Shares/Principal Amount                              Market Value   % of Assets

 Air Courier Services
          190    FDX Corp. *                              $10,308          2.37%

 Aircraft
           90    Textron                                    7,408          1.70%

 Amusement and Recreation Services, Nec
          500    Family Golf Centers*                       3,844          0.88%

 Commercial Banks, Nec
          315    Citigroup                                 14,963          3.44%

 Computer Peripheral Equipment, Nec
          620    Cisco Systems Inc. *                      39,990
          800    EMC Corporation *                         44,000
                                                           83,990         19.33%
 Deep Sea Transportation of Passengers, Except byFerry
          225    Royal Caribbean                            9,844          2.27%

 Drug Stores and Proprietary Stores
          175    CVS Corp.                                  8,881          2.04%

 Eating and Drinking Places
          160    McDonalds Corp.                            6,580
          200    Wendy's International Inc.                 5,700
                                                           12,280          2.83%
 Electronic Computers
          320    Gateway Inc.*                             18,880
          160    International Business Machines Inc.      20,720
                                                           39,600          9.11%
 General Industrial Machinery and Equipment, Nec
          150    Ingersoll-Rand                             9,694          2.23%

 Hardware, Nec
          100    Fortune Brands                             4,138          0.95%

 Hotels and Motels
          250    Starwood Hotels                            7,641          1.76%

 Lumber and Other Building Materials Dealers
          225    Home Depot Inc.                           14,513          3.34%

 Men's and Boys' Shirts, Except Work Shirts
          300    Cutter & Buck*                             5,062
          120    Tommy Hilfiger*                            8,790
                                                           13,852          3.20%

                     *Non-income producing securities
    The accompanying notes are an integral part of the financial statements.
<PAGE>
Shares/Principal Amount                              Market Value    % of Assets

National Commercial Banks
          130    Bankamerica Corp.                         $9,531          2.19%

 Personal Credit Institutions
          110    American Express Co.                      14,314          3.29%

 Prepackaged Software
          260    Microsoft Corp. *                         23,449          5.40%

 Real Estate Investment Trusts
          400    Golf Trust Of America                      9,775          2.25%

 Rubber and Plastics Footwear
          170    Nike Inc. Cl B                            10,762          2.48%

 Security Brokers, Dealers, and Flotation Companies
          165    Schwab (Charles) Corp.                    17,985          4.14%

 Sporting and Athletic Goods, Nec
          1,200        Callaway Golf                       17,550          4.04%

 Stationery Stores
          375    Office Depot Inc. *                        8,273          1.90%

 Telephone Communications, Except Radiotelephone
          350    American Telephone & Telegraph            19,534
          150    Bell Atlantic Corp.                        9,806
          120    GTE Corp.                                  9,060
          280    Qwest Communications Intl.*                9,257
          215    MCI Worldcom Inc.*                        18,503
                                                           66,160         15.24%

        Total Common Stocks                               418,755         96.38%

 Cash Equivalents
     15,009       Fifth Third Bank Repo 4.40, 07-01-99     15,009          3.45%

        Total Investments (Cost - $392,898 )              433,764         99.83%

        Other Assets Less Liabilities                         736          0.17%

        Net Assets - Equivalent                          $434,500        100.00%

                     *Non-income producing securities
    The accompanying notes are an integral part of the financial statements.
<PAGE>
Value Trend Large Cap Fund
                                                         Schedule of Investments
                                                         June 30, 1999
 Shares/Principal Amount                              Market Value   % of Assets

 Biological Products, Except Diagnostic Substances
 150    Amgen Inc. *                                        $9,131         2.94%

 Commercial Banks, Nec
 225    Citigroup                                           10,688         3.44%

 Computer Peripheral Equipment, Nec
 260    Cisco Systems Inc. *                                16,770
 310    EMC Corporation *                                   17,050
                                                            33,820        10.87%
 Computer Programming Services
 200    At Home Corp.*                                      10,787         3.47%

 Construction Machinery and Equipment
 140    Caterpillar Inc.                                     8,400         2.70%

 Department Stores
 140    Dayton-Hudson Corp.                                  9,100
 255    TJX Companies Inc.                                   8,495
                                                            17,595         5.66%

 Eating and Drinking Places
 120    McDonalds Corp.                                      4,935         1.59%

 Electric Housewares and Fans
 75     General Electric Co.                                 8,475         2.73%

 Electronic Computers
 200    Gateway Inc.*                                       11,800
 100    International Business Machines Inc.                12,950
                                                            24,750         7.96%
 Fire, Marine, and Casualty Insurance
 200    Allstate Corp.                                       7,200         2.32%

 Information Retrieval Services
 100    America Online*                                     11,025         3.55%

 Lumber and Other Building Materials Dealers
 210    Home Depot Inc.*                                    13,545         4.36%

 Medical, Dental, and Hospital Equipment and Supplies
 50     Johnson & Johnson                                    4,900         1.58%

                        *Non-income producing securities
    The accompanying notes are an integral part of the financial statements.
<PAGE>

 Motion Picture and Video Tape Production
 100    Disney (Walt) Co.                                   $3,063         0.99%

 Motor Vehicles and Passenger Car Bodies
 60     Ford Motor Co.                                       3,435         1.11%

 National Commercial Banks
 150    Bankamerica Corp.                                   10,997
 75     Morgan (J.P) & Co. Inc.                             10,537
                                                            21,534         6.92%
 Office Machines, Nec
 100    Minnesota Mining & Manuf. Co.                        8,694         2.80%

 Pharmaceutical Preparations
 65     American Home Products Corp.                         3,729
 100    Merck & Co. Inc.                                     7,362
                                                            11,091         3.57%
 Prepackaged Software
 170    Microsoft Corp. *                                   15,332         4.93%

 Radio and Television Broadcasting and Communication Equipmen
 100    Qualcomm Inc.                                       14,350         4.62%

 Security Brokers, Dealers, and Flotation Companies
 130    Lehman Brothers Holdings Inc.                        8,076         2.60%

 Semiconductors and Related Devices
 150    Intel Corp.                                          8,925         2.87%

 Telephone Communications, Except Radiotelephone
 150    American Telephone & Telegraph                       8,372
 65     Ameritech Corp.                                      4,778
 198    Lucent Technologies                                 13,352
 55     Bell Atlantic Corp.                                  3,596
 200    Qwest Communications Intl.*                          6,613
 100    MCI Worldcom Inc.*                                   8,606
                                                            45,317        14.58%

        Total Investments (Cost - $270,268 )               305,068        98.16%

        Other Assets Less Liabilities                        5,717         1.84%

        Net Assets - Equivalent                           $310,785       100.00%

                     *Non-income producing securities
    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Assets & Liabilities
Value Trend Links & Large Cap Funds                                June 30, 1999

                                                      Value Trend   Value Trend
                                                            Links   Large Cap
                                                             Fund   Fund
Assets:
     Investment Securities at Market Value               $433,764   $305,068
       (Identified Costs - $392,898 and $270,268)
     Cash                                                     739      5,840
     Receivables:
       Dividends and interest receivable                      461        178
Total Assets                                              434,964    311,086

Liabilities:
     Accrued Expenses                                         464        301
Total Liabilities                                             464        301
Net Assets                                                434,500    310,785

Net Assets Consist Of:
     Paid In Capital                                      404,052    285,844
     Accumulated Realized Gain (Loss)
        on Investments - Net                              (10,418)    (9,859)
     Unrealized Appreciation in Value
        of Investments Based on Identified Cost - Net      40,866     34,800
Net Assets                                               $434,500   $310,785

Shares of capital stock                                    39,690     28,335

Net asset value per share                                  $10.95     $10.97
Ordering price per share                                   $10.95     $10.97



    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Operations
Value Trend Links & Large Cap Funds           For the period ended June 30, 1999

                                                       Value Trend   Value Trend
                                                       Links         Large Cap
                                                       Fund          Fund
Investment Income:
Dividend income                                               $263         $156
Interest income                                              1,453        1,117
Total Income                                                 1,716        1,273

Expenses:
Investment advisory fees (Note 2)                            2,084        1,532
Total Expenses                                               2,084        1,532

Net Investment Income (Loss)                                  (368)        (259)

Realized and Unrealized Gain (Loss) on Investments:
Realized Gain (Loss) on Investments                        (10,418)      (9,859)
Unrealized Gain (Loss) from Appreciation
     (Depreciation) on Investments                          40,866       34,800
Net Realized and Unrealized Gain (Loss) on Investments      30,448       24,941

Net Increase (Decrease) in Net Assets from Operations      $30,080      $24,682


    The accompanying notes are an integral part of the financial statements.
<PAGE>
Statement of Changes in Net Assets
Value Trend Links & Large Cap Funds                              "June 30, 1999"

                                                  Value Trend      Value Trend
                                                  Links            Large Cap
                                                  01/01/99         01/01/99
                                                  to               to
                                                  06/30/99         06/30/99
From Operations:
     Net Investment Income                              $(368)           $(259)
     Net Realized Gain (Loss) on Investments        " (10,418)"       " (9,859)"
     Net Unrealized Appreciation (Depreciation)      " 40,866 "       " 34,800 "
Increase (Decrease) in Net Assets from Operations    " 30,080 "       " 24,682 "

Distributions to shareholders:
     Net Investment Income                                   -              -
     Net Realized Gain (Loss) from Security
          Transactions                                       -              -
Change in net assets from distributions                      -              -

From Capital Share Transactions:
     Proceeds from sale of shares                   " 356,317 "      " 236,103 "
     Dividend reinvestment       -       -
     Cost of shares redeemed                         " (1,897)"             -
Change in net assets from capital transactions      " 354,420 "      " 236,103 "
Change in net assets                                " 384,500 "      " 260,785 "

Net Assets:
     Beginning of period                             " 50,000 "       " 50,000 "
     End of period (including accumulated
          undistributed
     net investment income of $0)                  " $434,500 "     " $310,785 "

Share Transactions:
     Issued                                          " 34,864 "       " 23,335 "
     Reinvested  -       -
     Redeemed    (174)   -
Net increase (decrease) in shares                    " 34,690 "       " 23,335 "
Shares outstanding beginning of period                " 5,000 "        " 5,000 "
Shares outstanding end of period                     " 39,690 "       " 28,335 "

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Financial Highlights
Value Trend Links and Large Cap Funds
Selected data for a share of capital stock outstanding throughout the period
indicated

                                             Value Trend      Value Trend
                                             Links            Large Cap
                                             01/01/99         01/01/99
                                             to               to
                                             06/30/99         06/30/99
Net Asset Value -
     Beginning of Period                          $10.00           $10.00
Net Investment Income                              (0.01)           (0.01)
Net Gains or Losses on Securities
     (realized and unrealized)                      0.96             0.98
Total from Investment Operations                    0.95             0.97
Distributions                                          -                -
Net Asset Value -
     End of Period                                $10.95           $10.97

Total Return                                        9.50%            9.70%

Ratios/Supplemental Data:
Net Assets at end of period (thousands)           435              311
Ratio of expenses to average net assets *           1.35%            1.25%
Ratio of net income to average net assets *        -0.25%           -0.23%
Portfolio turnover rate *                          76.49%           57.25%

* Annualized

    The accompanying notes are an integral part of the financial statements.
<PAGE>
Notes to Financial Statements
                                                          Value Trend Funds
                                                              June 30, 1999



1.)   SIGNIFICANT ACCOUNTING POLICIES
  Value  Trend  Funds  (the  "Trust") is registered  under  the  Investment
  Company  Act of 1940 with two separately managed non-diversified, no-load
  portfolios  (each a "Fund" and collectively, the "Funds).  The  Trust  is
  organized  as a Massachusetts business trust on September 14,  1998.  The
  two  separate  Funds  are the Large Cap Fund and the  Links  Fund.   Each
  Fund's  investment objective is long-term growth of capital.   The  Large
  Cap  Fund  seeks to achieve its objective by investing substantially  all
  of  its  assets in common stocks of well-established, high  quality  U.S.
  Companies.   The Links Fund seeks to achieve its objective  by  investing
  primarily  in  common stocks of companies which are associated  with  the
  golfing  industry.   Significant accounting policies  of  the  Funds  are
  presented below:

  SECURITY VALUATION
  Both  Funds  intend  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   (the   trade   dates).   Dividend  income  and  distributions   to
  shareholders  are recorded on the ex-dividend date.  Interest  income  is
  recorded  on an accrual basis.  Both Funds use the identified cost  basis
  in  computing  gain or loss on sale of investment securities.   Discounts
  and  premiums on securities purchased are amortized over the life of  the
  respective securities.

  INCOME TAXES
  It  is both Funds' 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 both Funds' policy to  distribute
  annually,  after  the  end  of  the  calendar  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  Trust  has  entered into an investment advisory  and  administration
  agreement  with  Value  Trend  Capital Management,  LP.   The  Investment
  Advisor receives from the Value Trend Links Fund as compensation for  its
  services  to  that  Fund an annual fee of 1.35%. The  Investment  Advisor
  also  receives  from the Value Trend Large Cap Fund as  compensation  for
  its  services to that Fund an annual fee of 1.25%. For the period  ending
  June  30, 1999 the Advisor earned $2,084 in management fees for the Value
  Trend  Links  Fund and the Advisor earned $1,532 in management  fees  for
  the Value Trend Large Cap Fund.  The advisor pays all fund expenses.



<PAGE>
3.)   RELATED PARTY TRANSACTIONS
  Certain  owners  of Value Trend Capital Management, LP  are  also  owners
  and/or  directors  of  the  Value Trend  Funds.   These  individuals  may
  receive  benefits  from any management fees paid to  the  Advisor.  Value
  Trend  Capital Management, LP serves as distributor and administrator  of
  the Funds.  No compensation is received for these services.

4.)   CAPITAL STOCK AND DISTRIBUTION
  At  June  30,  1999,  an  indefinite number of shares  of  capital  stock
  without,  par  value,  were authorized, and paid-in capital  amounted  to
  $404,052  for  the Value Trend Links Fund $285,844 for  the  Value  Trend
  Large Cap Fund.


5.)   PURCHASES AND SALES OF SECURITIES
  The  table below displays information describing purchases and  sales  of
  investment  securities, excluding short-term investments made during  the
  six months ending June 30, 1999.

                         Value Trend     Value Trend Large
                          Links Fund         Cap Fund
                          ----------        ----------
      Purchases            $496,195           $343,415
      Sales                 107,891             63,288


6.)   SECURITY TRANSACTIONS
  For  Federal income tax purposes, the cost of investments owned  at  June
  30, 1999 was the same as identified cost.

  At  June 30, 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:

                            Value Trend       Value Trend
                            Links Fund       Large Cap Fund
                            ----------       --------------
      Appreciation           $52,490            $41,174
      (Depreciation)         (11,624)            (6,374)
      Net Appreciation        40,866             34,800
      (Depreciation)

7.)       RECLASSIFICATION
  In  accordance  with AICPA Statement of Position 93-2, the components  of
  the  net  assets of the Value Trend Links Fund have been reclassified  to
  the  extent  that the net investment loss of ($368) sustained during  the
  six  months ending June 30, 1999, which represents a permanent difference
  for  income tax purposes, has been reclassified as a decrease in the  net
  paid-in-capital.

  The  components of the net assets of the Value Trend Large Cap Fund  have
  been  reclassified to the extent that the net investment loss  of  ($259)
  sustained during the six months ending June 30, 1999, which represents  a
  permanent difference for income tax purposes, has been reclassified as  a
  decrease in the net paid-in-capital.




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