IPS FUNDS
N-30D, 1999-12-14
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                  IPS NEW FRONTIER FUND 1999 SEMI-ANNUAL REPORT


Fellow Shareholders:

     We are pleased to present our  Semi-annual  Report for the six months ended
May 31, 1999.  Total assets have more than tripled,  from $606,000 to $2,063,000
during the period.  Please note also that we have moved our corporate offices to
the address at the bottom of this page. All  performance  statistics are updated
monthly,  and  portfolio  stocks daily on our Web site.  Notably,  your fund has
recently  received  attention  in YOUR MONEY  magazine,  and has  recently  been
nominated  as one of the top 10 best new funds in the U.S.  by AMERICA  ON-LINE.
Fund Manager  Robert Loest was also recently  interviewed in the May 10 issue of
BUSINESS WEEK. All investors  should be aware of the small number of stocks held
by NEW FRONTIER FUND. We expect to keep this number below 20 stocks, although we
typically carry large cash positions,  typically from 25% to 50%, but falling as
low as 13.8% at the end of Dec. 1998. Our strategy of buying mostly high tech or
Internet companies that have been badly beaten up by clearly short-term factors,
either in the overall stock market, the company's sector, or the company itself,
appears so far to be working.  As you can see from the performance  graph below,
your Fund has continued to distance itself from the major broad market indexes.


[FIGURE  1  APPEARS  HERE in  a  graphical  chart.  The  numbers,  however,  are
represented below]

  ----------------------------------------------------------------------------
 |                                                                            |
 |                     $10,000 INVESTMENT AT INCEPTION 8/3/98                 |
 |                                                                            |
 |                              08/03/98       12/31/98       05/31/99        |
 |                                                                            |
 |          V.L. Arithmetic      $10,000        $10,145        $11,065        |
 |          S&P 500              $10,000        $11,029        $11,739        |
 |          New Frontier         $10,000        $11,836        $14,799        |
 |                                                                            |
  ----------------------------------------------------------------------------

Figure 1. The data presented herein and below represent past performance and are
not a guarantee of future  performance.  The value of your shares may  fluctuate
and be worth more or less at redemption than their original cost.

<TABLE>
<CAPTION>

   TOTAL ANNUAL RETURN FOR:         IPS NEW FRONTIER              VALUE LINE             S&P 500
                                           FUND               ARITHMETIC INDEX          COMPOSITE

<S>                                       <C>                       <C>                   <C>
    6 months ended 5/31/99                40.94%                    13.53%                12.53%
    Inception 8/3/98 - 5/31/99            47.99%                    10.65%                17.39%
</TABLE>

The total  returns  above  include  changes  in the  Fund's  share  price,  plus
reinvestment of dividends (income) and capital gains (profits from the sale of a
stock).  The VALUE LINE  ARITHMETIC  INDEX and the S&P 500  COMPOSITE  have been
adjusted to reflect total return with dividends reinvested.

________________________________________________________________________________

Phone: 423.524.1676     Web site: http://www.ipsfunds.com    1225 Weisgarber Rd.
       800.232.9142               -----------------------         Suite S-380
Fax:   423.544.0630       E-mail:    [email protected]       Knoxville, TN 37909
                                     -----------------


<PAGE>

 ----------------------------------------------------------
|      TABLE 1:  BREAKDOWN BY MARKET CAP MAY 31, 1999      |
|                                                          |
|           SECTOR              NUMBER       PERCENT       |
|         ------------------------------------------       |
|                                                          |
|     1.   Large Caps (>$10b)       8          50.0%       |
|     2.   Mid Caps                 8          50.0%       |
|     3.   Small Caps (<$1b)        0           0.0%       |
|                               -----       --------       |
|                                                          |
|           Total                 16          100.0%       |
|                                                          |
|            MEDIAN MARKET CAPITALIZATION:   $  5.1B       |
|            WEIGHTED AVERAGE MARKET CAP:    $ 11.3B       |
|                                                          |
 ----------------------------------------------------------


                       MANAGEMENT'S DISCUSSION & ANALYSIS
                       ----------------------------------

CLASSIFICATION BY MARKET CAPITALIZATION

     TABLE  1  presents  the  Fund's  makeup  by  market  capitalization  as  of
5/31/99.100.0% of the Fund is composed of mid- and large-cap companies.  (Market
capitalization is price per share times number of shares  outstanding,  one good
measure of a company's  size.) The balance of the Fund's  assets is held in cash
equivalents.  We feel that median market cap is a better  measure of the type of
fund you own than is average  market cap. The reason is that average  market cap
is strongly biased by single, large outliers like AMAZON (AMZN.O).

     Note that the Fund's market cap  distribution has shifted over the last six
months  away from  small  caps and toward  large cap  companies,  and that it no
longer  holds any small caps.  This is simply a  reflection  of the areas in the
stock  market  where  we have  found  opportunity  recently,  and not due to any
planned shift. The crash in the tech and Internet stocks this Spring provided an
opportunity to add some large, high quality companies such as EMC CORP.  (EMC.N)
that had  fallen a great  deal,  and that we felt  offered a better  reward/risk
ratio than the smaller companies. We expect in the future that the Fund's market
cap profile will  continue to be determined by where in the stock market we find
opportunity.

[FIGURE 2 APPEARS HERE in a graphical chart.  The numbers,
however, are represented below]

 ----------------------------------------------------------
|                                                          |
|      Quarter Returns:  IPS New FrontierFund              |
|       vs. Value Line Arithmetic Composite                |
|                                                          |
|                            IPS              Value Line   |
| Quarter ending         New Frontier         Arithmetic   |
|                            Fund              Composite   |
|                                                          |
|     09/98                 -1.92%              -16.23%    |
|     12/98                 20.67%               19.80%    |
|     03/99                 19.11%               -3.46%    |
|     06/99                  9.59%               17.24%    |
|                                                          |
 ----------------------------------------------------------
Figure 2. Relative volatility of the NEW FRONTIER FUND, on a
quarterly basis, vs. the broad stock market as represented
by the VALUE LINE ARITHMETIC COMPOSITE.


VOLATILITY OF RETURNS

     In  order to gain a  better  perspective  on your  Fund's  return  and risk
characteristics,  review FIGURE 2, at right.  Note that New Frontier's  downside
volatility  has been  significantly  less than that of the  overall  market,  as
represented by the VALUE LINE ARITHMETIC COMPOSITE (VLAC).  However, the Fund is
still very volatile on a day-to-day  basis, due to the small number of companies
it holds.  Note also that,  while the Fund  outperformed  the S&P 500 during the
quarter,  it  underperformed  the VLAC.  We feel a big part of the reason is the
resurgence of smaller companies during the second quarter of this year. Both the
Fund and the S&P 500 are underweighted in small companies, relative to the VLAC.

     Another  reason for the Fund's reduced  volatility  relative to the broader
market is its large  cash  position.  It is  typical  for the Fund to carry cash
positions of 25% - 50% most of the time. This reduces volatility, and provides a
cash hoard for sharp corrections in the market or in particular companies we are
watching.  Given the  aggressive  trading  of this  fund,  the  small  number of
companies we own, and the large positions we  occasionally  take in the fund, we
feel that maintaining a large cash position is necessary.

CHANGES IN PORTFOLIO SECTORS

     TABLE 2 on the shows a snapshot of the Fund's  investment sector makeup and
changes over the last six months.  Note first of all the large cash positions at
the end of both  periods,  which  is  typical.  Also,  you can see that for most
portfolio  sectors,  there have been major  changes.  In many cases we have gone
from 0% to a large position,  as in the case of INFORMATION  SERVICES, or from a
large position to nothing, as with NATURAL GAS UTILITIES.

                                                                          Page 2
<PAGE>


 ------------------------------------------------------------------
|                                                                  |
|                         TABLE 2                                  |
|                         -------                                  |
|                                                                  |
|    INDUSTRY SECTOR            POSITION (%)     POSITION (%)      |
|                                 5/31/99          11/30/98        |
|  ____________________________________________________________    |
|                                                                  |
|  Cash                              32.9%          28.9%          |
|  Financial & Brokerage              0.0%           5.5%          |
|  Computer & Internet Equip.         9.7%           0.0%          |
|  Electronic Commerce               11.8%           6.0%          |
|  Natural Gas Utilities              0.0%          21.8%          |
|  Information Services              14.5%           0.0%          |
|  Internet Service Providers        11.8%           2.2%          |
|  Medical Services                   0.0%           4.9%          |
|  Semi-Conductor Technology          0.0%           8.1%          |
|  Software                          15.3%          12.8%          |
|  Telecommunications                 4.0%           9.7%          |
|  ___________________________________________________________     |
|                                                                  |
|                                                                  |
 ------------------------------------------------------------------


     This is the result of successful  stock picks.  Our objective when we buy a
company is normally a 50% plus  short-term  gain. We are buying  companies whose
stock  price has  plunged on what we believe  are  clearly  short-term  factors,
either particular to that company, or to the industry sector. If we are correct,
the stock recovers within a few months at most, and we sell it.

     Thus,  over a six month period we should  experience  large  changes in the
Fund's  investment  sector  make-up if we are accurate in our  assessment of the
companies we purchase for you. So far, this has proven to be the case. This also
results in high turnover  ratios and large capital gains,  so be prepared to get
socked with a big capital  gains  distribution  at the end of 1999. We think the
returns justify it, but all investors should understand our management strategy,
because  it is  better  suited  for  qualified  plans  where  capital  gains are
tax-deferred, than for taxable accounts.

ANALYSIS OF PERFORMANCE

     We have broken down our performance  gains by investment  sector below, and
listed the major contributors to each sector's performance.


<TABLE>
<CAPTION>

    INVESTMENT SECTOR                  6-MONTH RETURN                     PRIMARY CONTRIBUTORS
    -----------------                  --------------                     --------------------
<S>                                      <C>                               <C>
   Computer Networking                    (9.5)%                           COMS (-26.8%)
   Electric Utilities                     12.0%
   Electronic Commerce                    70.3%                            AMZN (+153.2%)
   Financial & Banking                    33.1%                            NCBC (+34.7%)
   Information Services                   57.5%                            BCST (+53.4%)
   Internet Service Providers            103.8%                            CNCX (+85.3%), VRIO (+206.9%)
   Medical Services                       32.8%                            HBOC (+32.8%)
   Natural Gas Utility                    41.5%                            CPN (+45.7%)
   Semiconductors                        146.7%                            ADI (+50.2%), BRCM (+56.7%), NSM (+56.4%)
   Software                                8.0%                            ITWO (+19.2%)
   Telecommunications                    156.6%                            GBLX (+71.8%), JDSU (+63.6%), PCS (+79.5%)
</TABLE>

     The  largest  contributors  by far to the  Fund's  capital  gains  were the
Telecommunication,   Semiconductor   and  Internet  Service  Provider   sectors.
Together, they accounted for 70.7% of the six-month period's total capital gains
of $317,354.  If you add in the  Information  Services  sector - mostly Internet
companies  BROADCOM  (BRCM.O),  LYCOS (LCOS.O),  NETWORK SOLUTIONS  (NSOL.O) and
YAHOO! (YHOO.O) - the total reaches nearly 90% of capital gains.

     There is an obvious  theme here.  Virtually  all of your capital gains came
from  the  Internet  in one way or  another.  Most or all of the  growth  in our
economy comes from increasing connectivity. The Internet is increasingly the way
we communicate.  We expect, for the foreseeable  future, to concentrate our bets
on these  areas.  What this  means for you is that your  portfolio  will be more
volatile than most funds on a day to day basis,  because we are buying  volatile
stocks,  and we are taking  large  positions.  You  should not expect  that your
portfolio  will track the overall market on a daily basis,  because  performance
tends to be  determined  by  individual  companies  in the Fund with very  large
moves, not by the overall stock market. We sincerely  appreciate your confidence
in IPS New Frontier  Fund.  Please  visit your Web site,  and let us know if you
have any questions or suggestions for us.

ROBERT A. LOEST, PH.D., CFA                         GREGORY A. D'AMICO
Senior Portfolio Manager                            President
________________________________________________________________________________

     This  annual  report is not  authorized  for  distribution  to  prospective
investors unless it is proceeded or accompanied by a Profile or a Prospectus for
IPS New Frontier Fund.
________________________________________________________________________________
                                                                          Page 3


<PAGE>



                              FINANCIAL STATEMENTS
                                   (Unaudited)

                              IPS NEW FRONTIER FUND
              _____________________________________________________


                       STATEMENT OF ASSETS AND LIABILITIES
                       For the 6 months ended May 31, 1999
                      -------------------------------------

ASSETS:
Investments in securities, at value -
 identified cost $2,110,843                        $2,090,853

Cash                                                     0.53
Accrued income
  Sales of fund shares                                210,832
  Security sales                                            0
  Dividends                                               127
  Interest                                              2,529
Other assets                                                0
                                                   ----------

Total assets                                        2,304,341

LIABILITIES:
Investments securities purchased                      239,400
Accrued expenses                                        1,871
                                                   ----------

Total liabilities                                     241,271
                                                   ----------
Net Assets on May 31, 1999
Equivalent to $17.73 per share based on
116,336.035 shares of capital stock
outstanding                                        $2,063,070
                                                   ==========

________________________________________________________________________________

                             STATEMENT OF OPERATIONS
                       for the 6 months ended May 31, 1999
                      ------------------------------------


INVESTMENT INCOME:
Income
   Dividend income                             $1,599
   Interest                                     9,048
Total income                                   10,647
Expenses:
   Management fees                              8,101
                                           ----------
Total expense                                   8,101
                                           ----------

Net investment income                           2,546
                                           ----------

REALIZED & UNREALIZED GAIN (LOSS) ON INVESTMENTS:
   Net realized gain on investments           386,841
   Change in unrealized appreciation
   of investments for the year                (60,915)
                                           ----------
   Net gain (loss) on investments             325,926
                                           ----------
NET INCREASE IN NET ASSETS
     RESULTING FROM OPERATIONS               $328,472
                                           ==========


                              FINANCIAL STATEMENTS
                                   (Unaudited)

                              IPS NEW FRONTIER FUND
              _____________________________________________________

                       STATEMENT OF CHANGES IN NET ASSETS
                       For the 6 months ended May 31, 1999

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


                                  Six months ended        Year ended
                                        5/31                 11/30


INCREASE (DECREASE) IN NET              1999                 1998
ASSETS FROM OPERATIONS:                 ----                 ----

Investment income-net                  $  2,546              $1,131

Net realized gain on investments        386,841             (18,829)

CHANGE IN UNREALIZED                    (60,915)             40,925
APPRECIATION                          ---------             -------

Net increase in net assets              328,472              23,227
resulting from operations

DISTRIBUTIONS TO SHAREHOLDERS
FROM:

Investment income-net                    (1,125)               0

Realized gains                             0                   0
                                      ---------             -------

Net decrease in net assets due to        (1,125)               0
distributions to shareholders

CAPITAL SHARE TRANSACTIONS:

Issued-regular                        1,147,544            585,868

Issued-in lieu of cash                    1,125               0
distributions

Redeemed - regular                      (19,040)            (3,000)
                                      ---------          ---------

INCREASE IN NET ASSETS DUE TO         1,129,629            582,868
CAPITAL SHARE TRANSACTIONS

INCREASE IN NET ASSETS                1,456,976            606,094

NET ASSETS                              606,094               0
   Beginning of year
   End of period                     $2,063,070           $606,094
                                     ==========           ========
                                                                          Page 4
<PAGE>



                              IPS NEW FRONTIER FUND

                          NOTES TO FINANCIAL STATEMENTS
                          SIX MONTHS ENDED MAY 31, 1999

NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES

The  company  is  registered  under  the  Investment  Company  Act of  1940 as a
non-diversified,  open-end  management  investment  company.  The company  began
selling  shares and making  investments  on August 3,  1998.  The Fund  provides
investment management and advisory services for its shareholders,  which include
individuals, qualified plans and trust accounts located in the United States.

Security  valuation - Investments in securities traded on a national  securities
- -------------------
exchange  (or  reported  on the NASDAQ  national  market) are stated at the last
reported  sales price on the day of valuation;  other  securities  traded in the
over-the-counter  market and listed securities for which no sale was reported on
that date are stated at the last quoted bid price.  Short-term  notes are stated
at amortized cost, which is equivalent to value.

Federal income taxes - The Fund's policy is to comply with the  requirements  of
- --------------------
the Internal Revenue Code that are applicable to regulated  investment companies
and to distribute  all its taxable  income to its  shareholders.  Therefore,  no
federal income tax provision is required.

As of November 30, 1998, net unrealized appreciation on investments for book and
federal  income  tax  purposes  aggregated  ($60,915).  The  cost  of  portfolio
securities for book and federal income tax purposes was $2,110,843.25.

Distributions  to shareholders - Dividends to  shareholders  are recorded on the
- ------------------------------
ex-dividend date.

Other - The Fund follows industry practice and records security  transactions on
- -----
the trade date for performance calculations and the trade date plus one for fund
accounting.  Dividend income is recognized on the ex-dividend date, and interest
income is recognized on an accrual  basis.  Discounts and premiums on securities
purchased are amortized over the life of the respective securities.

Use of estimates in the preparation of financial statements - 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.

NOTE 2 - DISTRIBUTIONS TO SHAREHOLDERS

December  14, 1998 was the record date for income  distribution  on December 15,
1998 of $0.023 per share aggregating $1,125.25.

NOTE 3 - CAPITAL SHARE TRANSACTIONS

As of May 31,  1999,  there were an  unlimited  number of shares of no par value
capital stock authorized and capital paid in aggregated $1,712,496.

Transactions in capital stock for the period 11/30/98  through  05/31/99 were as
follows:

<TABLE>
<CAPTION>

                                                     SHARES                                  AMOUNT
                                                     ------                                  ------

                                            1999                  1998                 1999                1998

<S>                                      <C>                      <C>              <C>                  <C>
Shares sold                              70,623.917               48,349           $1,147,544           $  585,868
Share issued in reinvestment
  of Dividends                               87.092                 0                   1,125                 0
                                         ----------           ----------           ----------           ----------
  Total                                  70,711.009               48,349           $1,148,669           $  585,868
Shares redeemed                           2,484.969                  239               19,040                3,000
                                         ----------           ----------           ----------           ----------
Net increase                              68,226.04               48,110           $1,129,629           $  582,868
</TABLE>

NOTE 4 - INVESTMENT TRANSACTIONS

The  Fund  made  purchases  of  investment   securities   (excluding  short-term
securities) of $2,333,008 and  $1,879,008,  during the period  November 30, 1998
through May 31,  1999;  there were no  investment  transactions  involving  U.S.
Government obligations.

As of November 30, 1998 the unrealized appreciation of securities was ($60,915);
there are $386,841 undistributed net realized gains on investment transactions .

NOTE 5 - INVESTMENT ADVISORY FEES AND OTHER TRANSACTIONS WITH AFFILIATES

The Fund pays  advisory fees for  investment  management  and advisory  services
under a management  agreement with IPS Advisory,  Inc.(the  Advisor).  Under the
agreement, the Advisor will pay all of the Fund's operating expenses,  excluding
brokerage fees and commissions,  taxes, interest and extraordinary expenses. The
Fund is obligated  to pay the Advisor a fee computed and accrued  daily and paid
monthly  at an  annual  rate of 1.40% of its  average  daily  net  assets to and
including $100,000,000,  1.15% of such assets from $100,000,001 to and including
$250,000,000, and 0.90% of such assets in excess of $250,000,001.

Certain officers and trustees of the Fund are also officers and directors of the
investment advisor.

                                                                          page 5
<PAGE>

                    NOTES TO FINANCIAL STATEMENTS(CONTINUED)
                       FOUR MONTHS ENDED NOVEMBER 30, 1998


Securities Service Network, Inc. (SSNI), the Fund's underwriter, has received no
income from sales commissions earned on sales of the Fund shares,  since it is a
no-load fund. Mr. D'Amico and Mr. Loest are registered representatives of SSNI.

All securities  trades for the Fund have been made through SSNI. Mr. D'Amico and
Mr. Loest,  as  registered  representatives  of SSNI and received  benefits from
securities trading commissions paid by the Fund to SSNI.

NOTE 6 - PORTFOLIO MANAGER INVESTMENT DISCLOSURE

IPS New Frontier Fund prohibits its portfolio manager from trading in individual
stocks. All of the invested assets of portfolio manager Robert Loest, as well as
his immediate family, are invested in the IPS Funds family.


            __________________________________________________



                              IPS NEW FRONTIER FUND

            Financial Highlights, Selected Per Share Data and Ratios
<TABLE>
<CAPTION>
____________________________________________________________________________________________________________


                                                          FOR THE PERIOD ENDED         FOR THE YEAR ENDED
                                                          MAY 31, 1999                 NOV. 30, 1998
                                                          ------------                 -------------

                                                              PER SHARE DATA:              PER SHARE DATA:
<S>                                                       <C>                          <C>
NET ASSET VALUE:
  Beginning of period                                         $12.600                    $12.000

Income from investment operations
Net Investment income                                          (0.034)                     0.029
Net realized and unrealized gain
  (loss) on investments                                         5.180                      0.571
                                                             --------                   --------

    TOTAL INCOME (LOSS) FROM INVESTMENT OPERATIONS              5.146                      0.600

LESS DISTRIBUTIONS:

Dividends from net investment income                           (0.015)                     0.000
Dividends from net realized gains on investments               (0.000)                    (0.000)
                                                            ---------                  ---------

Total distributions                                           $(0.015)                   $(0.000)
Net asset value:
  End of period                                               $17.730                    $12.600
                                                            =========                  ---------

  Total return  (annualized)                                   82.279%                    16.143%

Ratios:
  Net assets, end of period (thousands)                   $ 2,063.1                    $ 606.1
  Ratio of expenses to average net assets                       1.40                       1.40%
  Ratio of net income to average net asse                      (0.90%)                     0.27%
  Portfolio turnover rate                                     222.49%                     15.48%
  Average commissions per share                           $     0.04913                $   0.07959

____________________________________________________________________________________________________________

See notes to financial statements.
</TABLE>

                                                                          Page 6
<PAGE>

<TABLE>
<CAPTION>

                                                       IPS New Frontier Fund
                                                  Investment Portfolio May 31, 1999

=================================================================================================================================
                                                     SHARES OR                MARKET           PERCENT OF             SECTOR
EQUITY SECURITIES:                                   PRINCIPAL AMOUNT         VALUE            NET ASSETS            WEIGHTING
=================================================================================================================================
<S>                                                  <C>                   <C>                                        <C>
COMPUTER & INTERNET HARDWARE                                                                                            9.7%
- ----------------------------                                                                                            ----
  EMC Corp                                              2,000                $199,250             9.7%


ELECTRONIC COMMERCE                                                                                                    11.8%
- -------------------                                                                                                    -----
  Amazon.com                                             600                  $71,250             3.5%
  Priceline                                            1,000                 $112,031             5.4%
  Verisign                                               500                  $59,250             2.9%

INFORMATION & SERVICES                                                                                                 14.5%
- ----------------------                                                                                                 -----
  Equifax                                              1,400                  $50,400             2.4%
  Lycos                                                1,000                 $100,500             4.9%
  Yahoo!                                               1,000                 $148,000             7.2%

INTERNET SERVICE PROVIDERS                                                                                             11.9%
- --------------------------                                                                                             -----
  @Home                                                1,000                 $126,750             6.1%
  Earthlink Network                                    1,000                  $53,500             2.6%
  Concentric Networks                                  2,000                  $64,625             3.1%

Software                                                                                                               15.3%
- --------                                                                                                               -----
  BMC Software                                         1,200                  $59,325             2.9%
  Broadvision                                          1,000                  $52,000             2.5%
  RealNetworks                                         2,000                 $141,750             6.9%
  i2                                                   2,000                  $63,250             3.1%

Telecommunications (Service & Euipment)                                                                                 4.0%
- ---------------------------------------                                                                                 ----
  Comcast Cable                                        1,000                  $36,063             1.7%
  Global Crossing                                      1,000                  $47,438             2.3%

Money Market Funds                                                                                                     34.2%
- ------------------                                                                                                     -----
  Riverfront U.S. Govt Securities Fund               705,472                 $705,472            34.2%

Cash, Payables & Receivables                                                                                           -1.3%
- ----------------------------                                                                                           -----
  Excess of Cash & Receivables over Payables            0                    ($27,783)           -1.3%

=================================================================================================================================
  TOTAL ASSETS:                                      725,172               $2,063,070                                 100.0%
</TABLE>


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