fp0000974_nq.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM N-Q

QUARTERLY SCHEDULE OF PORTFOLIO HOLDINGS OF REGISTERED MANAGEMENT INVESTMENT COMPANY

Investment Company Act File Number: 811-21836

Giant 5 Funds

(Exact name of registrant as specified in charter)

128 South Tejon, Suite 150

Colorado Springs, CO 80903

(Address of principal executive offices)(zip code)

Michael G. Willis

The Willis Group

128 South Tejon, Suite 150

Colorado Springs, CO 80903

(Name and address of agent for service)

Registrant's telephone number, including area code: (719) 884-7500

Date of fiscal year end: March 31

Date of reporting period: June 30, 2009

Item 1. Schedule of Investments

Giant 5 Total Investment System Fund

Schedule of Portfolio Investments

June 30, 2009 (Unaudited)

Security Description		Shares		Value

INVESTMENT COMPANIES - 100.2%
	BlackRock Energy & Resources Portfolio, Class I		405	$	10,381
	Cohen & Steers Asia Pacific Realty Shares, Inc., Class I		81,367		653,377
	E.I.I. International Property Fund, Class I		97,018		1,296,156
	Fidelity Select Materials Portfolio		58,877		2,317,996
	First American Real Estate Securities Fund, Class Y		97,418		984,892
	First Eagle Global Fund, Class I		23,132		804,298
	First Eagle Overseas Fund, Class I		43,649		774,776
	Franklin Mutual European Fund, Class Z		10,890		193,510
	ICON Materials Fund		109,198		801,511
	Ivy Global Natural Resources Fund, Class I		1,597		23,662
	JPMorgan Small Cap Equity Fund, Class S		1,000		25,580
	Matthews China Fund		44,661		890,545
	Matthews India Fund		21,815		268,761
	Metzler/Payden European Emerging Markets Fund		11,823		202,057
	Morgan Stanley Institutional Fund, Inc., International Real Estate Portfolio, Class I		27,636		388,291
	Morgan Stanley Institutional Fund, Inc., U.S. Real Estate Portfolio, Class I		7,474		60,168
	Oppenheimer International Bond Fund, Class Y		80,031		484,186
	T. Rowe Price Latin America Fund		3,272		109,780
	U.S. Global Investors Funds, Eastern European Fund*		13,213		88,000
	Vanguard Energy Fund, Admiral Shares		33,396		3,172,586
	Vanguard Inflation-Protected Securities Fund, Admiral Shares		84,463		2,016,969

Total Investment Companies (Cost $18,129,484)					15,567,482

Total Investments - 100.2% (Cost $18,129,484)					15,567,482

Other Liabilities in Excess of Assets - (0.2)%					(35,689	)

NET ASSETS -100.0%				$	15,531,793

* Non-income producing.

See Notes to the Schedule of Investments.

Giant 5 Total Index System Fund

Schedule of Portfolio Investments

June 30, 2009 (Unaudited)

Security Description		Shares or Principal Amount		Value

EXCHANGE TRADED FUNDS - 99.2%
	Claymore/AlphaShares China Real Estate ETF		10,000	$	171,200
	Energy Select Sector SPDR Fund		26,133		1,256,213
	First Trust ISE Chindia Index Fund		39,000		641,160
	iShares Barclays 1-3 Year Treasury Bond Fund		100		8,371
	iShares Barclays TIPS Bond Fund		15,300		1,554,939
	iShares Dow Jones U.S. Basic Materials Sector Index Fund		2,000		86,780
	iShares MSCI EMU Index Fund		1,520		46,071
	iShares S&P Europe 350 Index Fund		13,584		426,266
	iShares S&P Global Energy Sector Index Fund		4,185		128,480
	Materials Select Sector SPDR Fund		47,000		1,212,600
	PowerShares FTSE RAFI Developed Markets ex-U.S. Portfolio		3,000		92,670
	PowerShares FTSE RAFI U.S. 1000 Portfolio		11,855		441,480
	PowerShares FTSE RAFI U.S. 1500 Small-Mid Portfolio		7,370		275,638
	PowerShares Golden Dragon Halter USX China Portfolio		10,000		212,400
	PowerShares WilderHill Clean Energy Portfolio*		4,000		40,320
	SPDR Barclays Capital International Treasury Bond ETF		434		23,722
	SPDR Barclays Capital TIPS ETF		5,000		249,000
	SPDR DB International Government Inflation-Protected Bond ETF		10,000		523,900
	SPDR Dow Jones International Real Estate ETF		26,500		761,345
	SPDR Dow Jones REIT ETF		11,483		389,733
	SPDR S&P Oil & Gas Equipment & Services ETF		6,000		130,380
	SPDR S&P Oil & Gas Exploration & Production ETF		4,000		126,880
	Vanguard Energy ETF		9,500		664,715
	Vanguard Information Technology ETF		5,000		212,900
	Vanguard Materials ETF		1,524		79,294
	Vanguard REIT ETF		31,800		986,118
	WisdomTree International Basic Materials Sector Fund		50,650		1,056,053
	WisdomTree International Energy Sector Fund		17,993		396,026
	WisdomTree International MidCap Dividend Fund		4,000		156,920
	WisdomTree International Real Estate Fund		20,000		457,800
	WisdomTree International SmallCap Dividend Fund		3,500		128,660

Total Exchange-Traded Funds (Cost $17,851,192)					12,938,034

SHORT-TERM INVESTMENTS - 0.5%
	Fidelity Institutional Treasury Portfolio, Class I, 0.232%, 7/1/2009(a)	$	71,188	$	71,188

Total Short-Term Investments (Cost $71,188)					71,188

Total Investments - 99.7% (Cost $17,922,380)					13,009,222

Other Assets in Excess of Liabilities - 0.3%					38,947

NET ASSETS -100.0%				$	13,048,169

* Non-income producing.

(a) Variable rate security; the rate shown represents the rate at June 30, 2009.

See Notes to the Schedule of Investments.

Percentages indicated are based on net assets.

GIANT 5 FUNDS

NOTES TO SCHEDULE OF PORTFOLIO INVESTMENTS

JUNE 30, 2009

(unaudited)

1. ORGANIZATION

Giant 5 Funds (the “Trust”) was organized as a trust under the laws of the State of Delaware on November 9, 2005. The Trust is an open-ended investment company registered under the Investment Company Act of 1940, as amended (the “1940 Act”). The Trust is authorized to issue an unlimited number of shares, which are units of beneficial interest with no par value. The trust currently offers shares of two series, each of which has different and distinct investment objectives and policies: the Giant 5 Total Investment System and the Giant 5 Total Index System (individually a “Fund”, collectively the “Funds”).

The investment objective for each Fund is to seek total return. To pursue its investment objective, the Giant 5 Total Investment System will make investments primarily in other mutual funds that are not affiliated with the Fund. To pursue its investment objective, the Giant 5 Total Index System will primarily invest in unaffiliated index funds and exchange traded funds.

Each Fund is non-diversified, as that term is defined in the 1940 Act, and each Fund is a “fund of funds,” which means that each Fund invests in other mutual funds and exchange traded funds (“Underlying Funds”).

2. SIGNIFICANT ACCOUNTING POLICIES

The following is a summary of significant accounting policies followed by Trust in the preparation of its schedules of portfolio investments. These policies are in conformity with accounting principles generally accepted in the United States of America (“GAAP”). The preparation of schedules of portfolio investments in accordance with GAAP requires management to make estimates and assumptions that affect the reported amounts at the date of the schedules of portfolio investments. Actual results could differ from those estimates.

SECURITY VALUATION

The value of assets in a Fund’s portfolio is determined on the basis of their market value, or where market quotations are not readily available or are deemed unreliable due to a significant event or otherwise, based on fair value as determined in good faith in accordance with the procedures established by, and under the general supervision of, the Funds’ Board of Trustees. The Funds may invest in securities that are primarily listed on foreign exchanges that trade on weekends or other days when the Funds do not price their shares. The value of portfolio securities held by the Funds may change on days when shareholders will not be able to purchase or redeem shares.

As noted above each Fund is a fund of funds, primarily invested in Underlying Funds that have their own internal fair pricing and valuation procedures. Due to this structure, the Underlying Funds policies will be used in the daily calculation of their net asset value per share (“NAV”), which will, in turn, be used in calculating the Funds’ NAVs. If for any reason, an Underlying Fund does not provide its NAV to the Fund in timely fashion for the Fund’s NAV calculation, the last available NAV for that Underlying Fund will be used for valuation purposes.

A Fund will fair value price its securities when market quotations are not readily available. Generally, this would include securities for which trading has been halted, securities whose value has been materially affected by the occurrence of a significant event (as defined below), securities whose price has become stale (i.e., the market price has remained unchanged for five business days), and other securities where a market price is not available from either a national pricing service or broker. In addition, the Pricing Committee will review exception priced securities (i.e., securities for which the market value is provided by a quote from a single broker rather than a national pricing service) on a quarterly basis. In these situations, the Pricing committee will employ certain Board-approved methodologies to determine a fair value for the securities. Fair valuations will be reviewed by the Board of Trustees on a quarterly basis. Fair value pricing should result in a more accurate determination of a Fund’s net asset value price, which should eliminate the potential for stale pricing arbitrage opportunities in a Fund. However, fair value pricing involves the risk that the values used by a Fund to price its investments may be different from those used by other investment companies and investors to price the same investments.

A “significant event” is one that occurred prior to a Fund’s valuation time, is not reflected in the most recent market price of a security, and materially affects the value of a security. Generally, such “significant events” relate to developments in foreign securities that occur after the close of trading in their respective markets. The Fund’s accounting agent may obtain fair value prices of foreign securities through utilization of a Fair Value Pricing Service previously approved by the Board where a movement in the U.S. equities market is sufficiently large to constitute a trigger established by the Pricing Committee.

FEDERAL INCOME TAXES:

At June 30, 2009, gross unrealized appreciation and depreciation of investments, based on cost for federal income tax purposes for the Giant 5 Total Investment System and Giant 5 Total Index System were as follows:

	Giant 5			Giant 5
	Total Investment			Total Index
	System			System

Cost of Investments	$	18,142,637		$	17,935,946

Gross unrealized appreciation	$	894,500		$	454,755
Gross unrealized depreciation		(3,469,655	)		(5,381,479	)
Net unrealized depreciation
on investments	$	(2,575,155	)	$	(4,926,724	)

The difference between cost amounts, if any, for financial statement and federal income tax purposes is due primarily to timing differences in recognizing certain gains and losses in security transactions.

INVESTMENT TRANSACTIONS:

Investment transactions are recorded on a trade date plus one basis, except for on the last day of the fiscal quarter end, when they are recorded on trade date. Dividend income is recorded on the ex-dividend date. Securities gains and losses are calculated based on the costs of the specific security (also known as identified cost basis). Interest income is recognized on the accrual basis and includes, where applicable, the amortization of accretion of premium or discount.

Footnote Disclosure

Various inputs are used in determining the value of the Fund’s investments. These inputs are summarized in the three broad levels listed below:

Level 1 – quoted prices for active markets for identical securities. An active market for the security is a market in which transactions occur with sufficient frequency and volume to provide pricing information on an ongoing basis. A quoted price in an active market provides the most reliable evidence of fair value.

Level 2 – other significant observable inputs (including quoted prices for similar securities, interest rates, prepayment speeds, credit risk, etc.) Quoted prices for identical or similar assets in markets that are not active. Inputs that are derived principally from or corroborated by observable market data. An adjustment to any observable input that is significant to the fair value may render the measurement a Level 3 measurement.

Level 3 – significant unobservable inputs, including the Fund’s own assumptions in determining the fair value of investments.

The inputs or methodology used for valuing securities are not necessarily an indication of the risk associated with investing in those securities. The following is a summary of the inputs used to value the Fund’s net assets as of June 30, 2009:

Giant 5 Total Investment System Fund

	Level 1 – Quoted Prices	Level 2 – Other Significant Observable Inputs	Level 3 – Significant Unobservable Inputs	Total
Investment Companies
Bonds	$2,501,155	$-	$-	$2,501,155
Capital Markets	3,357,307	-	-	3,357,307
Energy	3,182,967	-	-	3,182,967
Raw Materials	3,143,169	-	-	3,143,169
Real Estate	3,382,884	-	-	3,382,884
Total	$15,567,482	$-	$-	$15,567,482

Giant 5 Total Index System Fund

	Level 1 – Quoted Prices	Level 2 – Other Significant Observable Inputs	Level 3 – Significant Unobservable Inputs	Total
Exchange Traded Funds
Bonds	$2,359,932	$-	$-	$2,359,932
Capital Markets	2,634,165	-	-	2,634,165
Energy	2,743,014	-	-	2,743,014
Raw Materials	2,434,727	-	-	2,434,727
Real Estate	2,766,196	-	-	2,766,196
Short-Term Investments
Bonds	71,188	-	-	71,188
Total	$13,009,222	$-	$-	$13,009,222

* The Giant 5 Funds did not hold any Level 3 securities during the quarter ended June, 2009.

Item 2. Controls and Procedures

The Registrant’s principal executive officer and principal financial officer have reviewed the Registrant's disclosure controls and procedures (as defined in Rule 30a-3(c) under the Investment Company Act of 1940, as amended (the “Act”)) as of a date within 90 days of the filing of this report and have concluded that the disclosure controls and procedures are effective in ensuring that information required to be disclosed in this report is appropriately recorded, processed, summarized, reported and made known to them by others within the Registrant and by the Registrant’s service providers.

There were no changes in the Registrant’s internal control over financial reporting (as defined in Rule 30a-3(d) under the Act) that occurred during the Registrant’s last fiscal quarter ended June 30, 2009 that materially affected, or were reasonably likely to materially affect, the Registrant’s internal control over financial reporting.

Item 3. Exhibits

(a)	Separate certifications for each principal executive officer and principal financial officer of the Registrant as required by Rule 30a-2(a) under the Act pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 are filed herewith.

Exhibit No.	Description of Exhibit
99.1	Certification of Principal Executive Officer
99.2	Certification of Principal Financial Officer

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.

Giant 5 Funds

/s/ Michael G. Willis

By: Michael G. Willis

President

Date: August 24, 2009

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.

/s/ Michael G. Willis

By: Michael G. Willis

President

(Principal Executive Officer)

Date: August 24, 2009

/s/ Paul D. Myers

By: Paul D. Myers

Treasurer

(Principal Financial Officer)

Date: August 24, 2009

Date: August 24, 2009	/s/ Paul D. Myers
	Paul D. Myers
	Treasurer
	(Principal Financial Officer)