UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-CSR
CERTIFIED SHAREHOLDER REPORT OF REGISTERED MANAGEMENT
INVESTMENT COMPANIES
Investment Company Act file number 811-09541
AmeriPrime Advisors Trust
(Exact name of registrant as specified in charter)
Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, IN 46204
(Address of principal executive offices) (Zip code)
Timothy Ashburn
Unified Fund Services, Inc.
431 N. Pennsylvania St.
Indianapolis, IN 46204
(Name and address of agent for service)
Registrant's telephone number, including area code: 317-917-7000
Date of fiscal year end: 09/30
Date of reporting period: 03/31/04
Form N-CSR is to be used by management investment companies to file reports with
the Commission not later than 10 days after the transmission to stockholders of
any report that is required to be transmitted to stockholders under Rule 30e-1
under the Investment Company Act of 1940 (17 CFR 270.30e-1). The Commission may
use the information provided on Form N-CSR in its regulatory, disclosure review,
inspection and policymaking roles.
A registrant is required to disclose the information specified by Form N-CSR,
and the Commission will make this information public. A registrant is not
required to respond to the collection of information contained in Form N-CSR
unless the Form displays a currently valid Office of Management and Budget
("OMB") control number. Please direct comments concerning the accuracy of the
information collection burden estimate and any suggestions for reducing the
burden to Secretary, Securities and Exchange Commission, 450 Fifth Street, NW,
Washington, DC 20549-0609. The OMB has reviewed this collection of information
under the clearance requirements of 44 U.S.C. ss. 3507.
Item 1. Reports to Stockholders.
================================================
Iron Market Opportunity Fund
================================================
Semi-Annual Report
March 31, 2004
(Unaudited)
Fund Advisor:
Iron Financial
Two Northfield Plaza
Suite 250
Northfield, IL 60093
Toll Free: (877) 322-0575
Iron Market Opportunity Fund
Schedule of Investments
March 31, 2004 (Unaudited)
Principal
Amount Value
------------- ----------------
Corporate Bonds - 0.49%
Boeing Capital Corp., 5.65%, 5/15/2006 $ 100,000 $ 107,139
General Motors Acceptance Corp., 6.75%, 1/15/2006 200,000 213,851
General Motors Acceptance Corp., 7.50%, 7/15/2005 100,000 106,449
----------------
TOTAL CORPORATE BONDS (Cost $407,538) 427,439
----------------
Mortgage Backed Bonds - 4.44%
FNMA, Series #2003-91, 2.70%, 9/25/2033 (a) 1,409,693 1,409,098
FHLMC, Series #2585, 5.50%, 9/15/2032 990,721 997,586
GNMA, Series #2003-75, 5.50%, 9/20/2030 472,298 468,813
GNMA, Series #2003-77, 6.00%, 1/16/2033 254,777 255,658
GNMA, Series #2003-19, 4.50%, 11/16/2032 737,086 737,274
----------------
TOTAL MORTGAGE BACKED (Cost $3,883,592) 3,868,429
----------------
Government Agency Bonds - 7.40%
FNMA, 4.04%, 3/16/2009 1,905,000 1,915,836
FHLMC, 3.00%, 11/25/2008 1,000,000 1,023,153
FHLB, 3.00%, 4/30/2007 3,250,000 3,254,163
FNMA, 5.50%, 10/15/2013 250,000 250,327
----------------
TOTAL GOVERNMENT AGENCY BONDS (Cost $6,407,021) 6,443,479
----------------
Shares
-------------
Mutual Funds - 85.90%
Columbia High Yield Fund 1,943 17,099
Eaton Vance Floating Rate Mutual Fund 25,329 249,747
Federated High Yield Trust Fund 2,734 16,542
Gartmore Morley Capital Accumulation Fund - Institutional 1,693,684 16,936,841
Legg Mason High Yield Portfolio Fund 1,567 14,259
Neuberger Berman High Income Bond Fund - Class I 1,618 15,244
Nicholas Applegate High Yield Bond Fund - Class I 1,137 11,755
One Group High Yield Bond Fund - Class I 457 3,801
PIMCO High Yield Fund - Institutional 653 6,330
Scudder Preservation Plus Income Fund 5,750,575 57,505,746
TIAA-CREF High Yield Bond Fund 926 8,697
Value Line Aggressive Income Trust 35 178
----------------
TOTAL MUTUAL FUNDS (Cost $75,623,687) 74,786,239
----------------
Money Market - 1.68%
Huntington Money Market Fund - Investment Shares, .20% (a) 1,458,699 $ 1,458,699
----------------
TOTAL MONEY MARKET (Cost $1,458,699) 1,458,699
----------------
TOTAL INVESTMENTS (Cost $87,780,537) - 99.91% $ 86,984,285
----------------
Other assets in excess of liabilities - 0.09% 77,675
----------------
TOTAL NET ASSETS - 100.00% $ 87,061,960
================
(a) Variable rate security; the coupon rate shown represents that rate at
March 31, 2004.
See accompanying notes which are an integral part of the financial statements.
1
Iron Market Opportunity Fund
Statement of Assets and Liabilities
March 31, 2004 (Unaudited)
Assets
Investments in securities, at value (cost $87,780,537) $ 86,984,285
Dividends receivable 220,367
Receivable for fund shares sold 175,000
Interest receivable 77,486
Other receivables 8,989
Other assets 6,032
-----------------
Total assets 87,472,159
-----------------
Liabilities
Payable for securities purchased 250,000
Payable for fund shares redeemed 99,526
Payable to adviser 34,201
Other payables and accrued expenses 25,877
Trustee fees accrued 595
-----------------
Total liabilities 410,199
-----------------
Net Assets $ 87,061,960
=================
Net Assets consist of:
Paid in capital 88,275,957
Accumulated undistributed net investment income (loss) 7,228
Accumulated net realized gain (loss) from investment transactions (424,973)
Net unrealized appreciation (depreciation) on investments (796,252)
-----------------
Net Assets $ 87,061,960
=================
Shares outstanding (unlimited number of shares with no par value) 8,826,076
-----------------
Net Asset Value
Offering price and redemption price per share $ 9.86
=================
See accompanying notes which are an integral part of the financial statements.
2
Iron Market Opportunity Fund
Statement of Operations
Six months ended March 31, 2004 (Unaudited)
Investment Income
Dividend income $ 1,318,456
Interest income 143,006
---------------
Total Income 1,461,462
---------------
Expenses
Investment adviser fee 409,630
Administration expenses 36,133
Fund accounting expenses 19,121
Custodian expenses 16,655
Transfer agent expenses 8,678
Auditing expenses 6,558
Legal expenses 5,486
Insurance expenses 3,740
Miscellaneous expenses 2,493
Registration expenses 1,745
Trustee expenses 1,347
---------------
Total Expenses 511,586
Reimbursed expenses (a) (204,815)
---------------
Net operating expenses 306,771
---------------
Net Investment Income (Loss) 1,154,691
---------------
Realized & Unrealized Gain (Loss)
Net realized gain (loss) on investment securities (139,332)
Capital gain distributions from other investment companies 999,895
Change in net unrealized appreciation (depreciation)
on investment securities (827,680)
---------------
Net realized and unrealized gain (loss) on investment securities 32,883
---------------
Net increase (decrease) in net assets resulting from operations $ 1,187,574
===============
(a) See note 3 to the financial statements.
See accompanying notes which are an integral part of the financial statements.
3
Iron Market Opportunity Fund
Statements of Changes In Net Assets
Six months ended
March 31, 2004 Year ended
(Unaudited) September 30, 2003
------------------- -----------------------
Operations
Net investment income (loss) $ 1,154,691 $ 1,694,582
Net realized gain (loss) on investment securities 860,563 280,514
Change in net unrealized appreciation (depreciation) (827,680) 29,948
------------------- -----------------------
Net increase (decrease) in net assets resulting from operations 1,187,574 2,005,044
------------------- -----------------------
Distributions
From net investment income (1,172,280) (1,728,542)
From net realized gain (748,902) -
------------------- -----------------------
Total distributions (1,921,182) (1,728,542)
------------------- -----------------------
Capital Share Transactions
Proceeds from shares sold 63,459,343 139,347,296
Reinvestment of distributions 1,534,382 1,553,652
Amount paid for shares repurchased (54,766,175) (89,967,329)
------------------- -----------------------
Net increase (decrease) in net assets resulting
from share transactions 10,227,550 50,933,619
------------------- -----------------------
Total Increase (Decrease) in Net Assets 9,493,942 51,210,121
------------------- -----------------------
Net Assets
Beginning of period 77,568,018 26,357,897
------------------- -----------------------
End of period $ 87,061,960 $ 77,568,018
=================== =======================
Accumulated net investment income (loss) $ 7,228 $ 24,817
------------------- -----------------------
Capital Share Transactions
Shares sold 6,383,359 13,963,230
Shares issued in reinvestment of distributions 153,502 158,225
Shares repurchased (5,505,488) (9,029,317)
------------------- -----------------------
Net increase (decrease) from capital transactions 1,031,373 5,092,138
=================== =======================
See accompanying notes which are an integral part of the financial statements.
4
Iron Market Opportunity Fund
Financial Highlights
Six months ended For the
March 31, 2004 Year ended Period ended
(Unaudited) September 30, 2003 September 30, 2002 (a)
---------------- ------------------- -------------------
Selected Per Share Data
Net asset value, beginning of period $ 9.95 $ 9.75 $ 10.00
---------------- ------------------- -------------------
Income from investment operations
Net investment income (loss) 0.14 0.28 0.38
Net realized and unrealized gain (loss) 0.01 0.20 (0.29)
---------------- ------------------- -------------------
Total from investment operations 0.15 0.48 0.09
---------------- ------------------- -------------------
Less Distributions to shareholders:
From net investment income (0.14) (0.28) (0.34)
From net realized gain (0.10) - -
---------------- ------------------- -------------------
Total distributions (0.24) (0.28) (0.34)
---------------- ------------------- -------------------
Net asset value, end of period $ 9.86 $ 9.95 $ 9.75
================ =================== ===================
Total Return 1.46% (b) 4.95% 0.90% (b)
Ratios and Supplemental Data
Net assets, end of period (000) $ 87,062 $ 77,568 $ 26,358
Ratio of expenses to average net assets 0.74% (c) 0.90% 1.45% (c)
Ratio of expenses to average net assets
before waiver & reimbursement 1.24% (c) 1.33% 1.45% (c)
Ratio of net investment income to
average net assets 2.80% (c) 3.10% 3.94% (c)
Ratio of net investment income to
average net assets before waiver & reimbursement 2.30% (c) 2.67% 3.94% (c)
Portfolio turnover rate 41.01% 92.97% 626.51%
(a) For the period October 11, 2001 (Commencement of Operations) to September
30, 2002.
(b) For periods of less than a full year, total return is not annualized.
(c) Annualized.
See accompanying notes which are an integral part of the financial statements.
5
Iron Market Opportunity Fund
Notes to the Financial Statements
March 31, 2004
(Unaudited)
NOTE 1. ORGANIZATION
The Iron Market Opportunity Fund (the "Fund") was organized as a diversified
series of AmeriPrime Advisors Trust (the "Trust") on July 1, 2001 and commenced
operations October 11, 2001. The Trust is an open-end investment company
established under the laws of Ohio by an Agreement and Declaration of Trust
dated August 3, 1999 (the "Trust Agreement"). The Trust Agreement permits the
Board of Trustees of the Trust (the "Board") to issue an unlimited number of
shares of beneficial interest of separate series without par value. The Fund is
one of a series of funds currently offered by the Trust. The Fund's investment
objective is to maximize long term total return. The Fund invests primarily in
shares of other mutual funds. The investment adviser to the Fund is Iron
Financial Management, Inc (the "Adviser").
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES
The following is a summary of significant accounting policies followed by the
Fund in the preparation of its financial statements.
Securities Valuations - Equity securities generally are valued by using market
quotations, but may be valued on the basis of prices furnished by a pricing
service when the Adviser believes such prices accurately reflect the fair market
value of such securities. Securities that are traded on any stock exchange are
generally valued by the pricing service at the last quoted sale price. Lacking a
last sale price, an exchange traded security is generally valued by the pricing
service at its last bid price. Securities traded in the NASDAQ over-the-counter
market are generally valued by the pricing service at the NASDAQ Official
Closing Price. When market quotations are not readily available, when the
Adviser determines that the market quotation or the price provided by the
pricing service does not accurately reflect the current market value or when
restricted or illiquid securities are being valued, such securities are valued
as determined in good faith by the Adviser, in conformity with guidelines
adopted by and subject to review of the Board of Trustees of the Trust.
Fixed income securities generally are valued by using market quotations, but may
be valued on the basis of prices furnished by a pricing service when the Adviser
believes such prices accurately reflect the fair market value of such
securities. A pricing service utilizes electronic data processing techniques
based on yield spreads relating to securities with similar characteristics to
determine prices for normal institutional-size trading units of debt securities
without regard to sale or bid prices. If the Adviser decides that a price
provided by the pricing service does not accurately reflect the fair market
value of the securities, when prices are not readily available from a pricing
service, or when restricted or illiquid securities are being valued, securities
are valued at fair value as determined in good faith by the Adviser, subject to
review of the Board of Trustees. Short term investments in fixed income
securities with maturities of less than 60 days when acquired, or which
subsequently are within 60 days of maturity, are valued by using the amortized
cost method of valuation, which the Board has determined will represent fair
value.
Federal Income Taxes- There is no provision for federal income tax. The Fund
intends to continue to qualify each year as a "regulated investment company"
under subchapter M of the Internal Revenue Code of 1986, as amended, by
distributing substantially all of its net investment income and net realized
capital gains.
Security Transactions and Related Income- The Fund follows industry practice and
records security transactions on the trade date. The specific identification
method is used for determining gains or losses for financial statements and
income tax purposes. Dividend income is recorded on the ex-dividend date and
interest income is recorded on an accrual basis. Discounts and premiums on
securities purchased are amortized over the life of the respective securities.
6
Iron Market Opportunity Fund
Notes to the Financial Statements
March 31, 2004 - continued
(Unaudited)
NOTE 2. SIGNIFICANT ACCOUNTING POLICIES - continued
Dividends and Distributions- The Fund intends to distribute substantially all of
its net investment income, if any, as dividends to its shareholders on at least
an annual basis. The Fund intends to distribute its net realized long term
capital gains and its net realized short term capital gains, if any, at least
once a year.
NOTE 3. FEES AND OTHER TRANSACTIONS WITH AFFILIATES
The Fund's investment adviser is Iron Financial Management, Inc. (the
"Adviser").
Under the terms of the management agreement, (the "Agreement"), the Adviser
manages the Fund's investments subject to approval of the Board. As compensation
for its management services, the Fund is obligated to pay the Adviser a fee
computed and accrued daily and paid monthly at an annual rate of 1.00% of the
average daily net assets of the Fund. For the six months ended March 31, 2004,
the Adviser was contractually entitled to receive fees of $409,630 from the
Fund. Effective October 1, 2003, the Adviser has contractually agreed to waive
one-half of its management fees through January 28, 2005. For the six months
ended March 31, 2004, the Adviser has waived $204,815.
The Trust retains Unified Fund Services, Inc. ("Unified"), a wholly owned
subsidiary of Unified Financial Services, Inc., to manage the Fund's business
affairs and provide the Fund with administrative services, including all
regulatory reporting and necessary office equipment and personnel. Unified
receives a monthly fee from the Fund equal to an annual rate of 0.10% of the
Fund's assets up to $50 million, 0.07% of the Fund's assets from $50 million to
$100 million, and 0.05% of the Fund's assets over $100 million (subject to a
minimum fee of $2,500 per month). For the six months ended March 31, 2004,
Unified earned fees of $36,133 for administrative services provided to the Fund.
Certain Trustees and the officers of the Trust are employees of Unified and/or
shareholders of Unified Financial Services, Inc. (the parent of Unified).
The Trust retains Unified to act as the Fund's transfer agent and to provide
fund accounting services. For its services as transfer agent, Unified receives a
monthly fee from the Fund of $1.25 per shareholder (subject to a minimum monthly
fee of $1,250). For the six months ended March 31, 2004, Unified earned fees of
$7,480 from the Fund for transfer agent services provided to the Fund and $1,198
in reimbursement for out-of-pocket expenses incurred in providing transfer agent
services to the Fund. For its services as fund accountant, Unified receives an
annual fee from the Fund equal to 0.05% of the Fund's assets up to $50 million,
0.04% of the Fund's assets from $50 million to $100 million, and 0.03% of the
Fund's assets over $100 million (subject to various monthly minimum fees, the
maximum being $1,667 per month for assets of $10 million or more). For the six
months ended March 31, 2004, Unified earned fees of $19,121 from the Fund for
fund accounting services provided to the Fund.
Unified Financial Securities, Inc. (the "Distributor") acts as the principal
distributor of the Fund's shares. The Fund has adopted a plan, pursuant to Rule
12b-1 under the Investment Company Act of 1940 that permits the Fund to pay
certain distribution and promotion expenses related to marketing shares of the
Fund; however the plan has not been activated. As a result there were no 12b-1
payments made to the Distributor for the period ended March 31, 2004. Certain
Trustees have an ownership interest in Unified Financial Services, Inc. (the
parent company of the Distributor), and an officer of the Trust is an officer of
the Distributor. As a result, those persons may be deemed to be affiliates of
the Distributor.
7
Iron Market Opportunity Fund
Notes to the Financial Statements
March 31, 2004 - continued
(Unaudited)
NOTE 4. INVESTMENTS
For the six months ended March 31, 2004, purchases and sales of investment
securities, other than short-term investments and short-term U.S. government
obligations were as follows:
Purchases
U.S. Government Obligations $ 13,395,829
Other 28,695,644
Sales
U.S. Government Obligations $ 6,454,621
Other 26,468,946
As of March 31, 2004, the net unrealized appreciation of investments for tax
purposes was as follows:
Gross appreciation $ 65,781
Gross depreciation (862,033)
-------------------
Net depreciation
on investments $ (796,252)
===================
At March 31, 2004, the aggregate cost of securities for federal income tax
purposes was $87,780,537.
NOTE 5. ESTIMATES
Preparation of financial statements in accordance with accounting principles
generally accepted in the United States requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
the reported amounts of revenues and expenses during the reporting period.
Actual results could differ from those estimates.
NOTE 6. RELATED PARTY TRANSACTIONS
The beneficial ownership, either directly or indirectly, of more than 25% of the
voting securities of a fund creates a presumption of control of the fund, under
Section 2(a)(9) of the Investment Company Act of 1940. As of March 31, 2004,
Fabco & Co. owned 51.62% of the Fund, for the benefit of others.
NOTE 7. CAPITAL LOSS CARRYFORWARD
At September 30, 2003, the Fund had available for federal tax purposes an unused
capital loss carryforward of $536,634, expiring in 2011. Capital loss
carryforwards are available to offset future realized capital gains. To the
extent that these carryforwards are used to offset future capital gains, it is
probable that the amount offset will not be distributed to shareholders.
NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS
The tax character of distributions paid during fiscal years 2003 and 2002 were
as follows:
8
Iron Market Opportunity Fund
Notes to the Financial Statements
March 31, 2004 - continued
(Unaudited)
NOTE 8. DISTRIBUTIONS TO SHAREHOLDERS - continued
2003 2002
--------------- -------------
Distributions paid from
Ordinary Income $ 1,728,542 $ 839,575
Short-term Capital Gain - -
Long-term Capital Gain - -
--------------- -------------
$ 1,728,542 $ 839,575
=============== =============
For the six months ended March 31, 2004, the Fund paid monthly distributions of
net investment income totaling $0.1398 per share. Capital gain distributions in
the amount of $0.0939 per share were paid December 30, 2003, to shareholders of
record on December 29, 2003. The Fund paid ordinary income dividends of
$1,172,280, short-term capital gains of $590,189 and long-term capital gains of
$158,713.
NOTE 9. CHANGE OF AUDITORS
On March 14, 2004, Cohen McCurdy, Ltd. ("Cohen") was selected to replace McCurdy
& Associates CPA's, Inc. ("McCurdy") as the Fund's independent auditor for the
2004 fiscal year. The Trust's selection of Cohen was approved by both the Audit
Committee and the Board of Trustees.
McCurdy's report on the Fund's financial statements as of September 30, 2003 did
not contain an adverse opinion or a disclaimer of opinion and was not qualified
or modified as to uncertainty, audit scope or accounting principles. At the
financial statement date and through the date of the engagement of Cohen, there
were no disagreements between the Fund and McCurdy on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, that, if not resolved to the satisfaction of McCurdy, would have
caused it to make reference to the subject matter of the disagreement in
connection with its reports on the financial statements for such years.
9
PROXY VOTING
A description of the policies and procedures that the Fund uses to determine how
to vote proxies relating to portfolio securities is available without charge,
upon request: (1) by calling the Fund at (877) 322-0575; (2) on the Fund's
website at www.ameriprime.com; and (3) on the SEC's website at www.sec.gov.
TRUSTEES
Timothy L. Ashburn, Chairman
Gary E. Hippenstiel
Stephen A. Little
Daniel J. Condon
Ronald C. Tritschler
OFFICERS
Timothy L. Ashburn, President and Asst. Secretary
Thomas G. Napurano, Chief Financial Officer and Treasurer
Carol J. Highsmith, Secretary
FUND'S ADVISER
Iron Financial
Two Northfield Plaza
Suite 250
Northfield, IL 60093
DISTRIBUTOR
Unified Financial Securities, Inc.
431 N. Pennsylvania St.
Indianapolis, IN 46204
INDEPENDENT ACCOUNTANTS
Cohen McCurdy, Ltd.
27955 Clemens Rd.
Westlake, OH 44145
LEGAL COUNSEL
Thompson Hine LLP
312 Walnut St., Suite 1400
Cincinnati, OH 45202
CUSTODIAN
U.S. Bank, N.A.
425 Walnut St.
Cincinnati, OH 45202
ADMINISTRATOR, TRANSFER AGENT
AND FUND ACCOUNTANT
Unified Fund Services, Inc.
431 N. Pennsylvania Street
Indianapolis, Indiana 46204
This report is intended only for the information of shareholders or those who
have received the Fund's prospectus which contains information about the Fund's
management fee and expenses. Please read the prospectus carefully before
investing.
Distributed by Unified Financial Securities, Inc.
Member NASD/SIPC
10
Item 2. Code of Ethics. Not Applicable
Item 3. Audit Committee Financial Expert. Not Applicable
Item 4. Principal Accountant Fees and Services. Not Applicable
Item 5. Audit Committee of Listed Companies. Not applicable.
Item 6. Schedule of Investments. See Item 1 - Reports to Stockholders.
Item 7. Disclosure of Proxy Voting Policies and Procedures for Closed-End Funds.
Not applicable.
Item 8. Purchases of Equity Securities by Closed-End Funds. Not applicable.
Item 9. Submission of Matters to a Vote of Security Holders. Not applicable.
Item 10. Controls and Procedures.
(a) Based on an evaluation of the registrant's disclosure controls and
procedures as of April 7, 2004, the disclosure controls and procedures are
reasonably designed to ensure that the information required in filings on
Forms N-CSR is recorded, processed, summarized, and reported on a timely
basis.
(b) There were no significant changes in the registrant's internal control over
financial reporting that occurred during the registrant's last fiscal
half-year that have materially affected, or are reasonably likely to
materially affect, the registrant's internal control over financial
reporting.
Item 11. Exhibits.
(a)(1) Not Applicable
(a)(2) Certifications by the registrant's principal executive officer and
principal financial officer, pursuant to Section 302 of the Sarbanes- Oxley
Act of 2002 and required by Rule 30a-2under the Investment Company Act of
1940 are filed herewith.
(a)(3) Not Applicable
(b) Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 is filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, the registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized.
(Registrant) AmeriPrime Advisors Trust
By /s/ Timothy Ashburn
*
Timothy Ashburn, President
Date June 3, 2004
Pursuant to the requirements of the Securities Exchange Act of 1934 and the
Investment Company Act of 1940, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
By /s/ Timothy Ashburn
*
Timothy Ashburn, President
Date June 3, 2004
By /s/ Thomas G. Napurano
*
Thomas Napurano, Chief Financial Officer and Treasurer
Date June 4, 2004