UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 24 F-2
                        Annual Notice of Securities Sold
                             Pursuant to Rule 24f-2

     Read  instructions at end of Form before  preparing  Form.  Please print or
     type.




1.   Name and address of issuer:    Ameriprime Funds
                                    431 N. Pennsylvania Street
                                    Indianapolis, IN 46204



2.   The name of each series or class of securities for which this Form is filed
     (If the Form is being filed for all series and classes of securities of the
     issuer, check the box but do not list series or classes): |_|

     Ariston Convertible Securities Fund
     GJMB Growth Fund


3. Investment Company Act File Number: 811-09096

   Securities Act File Number:         033-96826


4.(a).  Last day of Fiscal year for which this Form is filed: December 31, 2002


4.(b).  |_| Check box if this Form is being filed late (i.e.,  more than 90
        calendar days after the end of the issuer's fiscal year).  (See
        Instruction A-2)

Note: If the Form is being filed late, interest must be paid on the registration
      fee due.


4(c).   |_| Check box if this is the last time the issuer will be filing this
            Form.








5. Calculation of registration fee:

  (i)     Aggregate sale price of securities sold during the fiscal year
          pursuant to section 24(f):
                                                            $7,615,216

  (ii)    Aggregate price of securities redeemed or repurchased during the
          fiscal year:
                                                            $7,628,717

  (iii)   Aggregate price of securities redeemed or repurchased during any
          prior fiscal year ending no earlier than October 11, 1995 that
          were not previously used to reduce registration fees payable
          to the Commission:
                                                                    $0

  (iv)    Total available redemption credits [add Items 5(ii) and 5(iii)]:

                                                            $7,628,717

  (v)     Net sales - if Item 5(i) is greater than Item 5(iv)
          [subtract Item 5(iv) from Item 5(i)]:
                                                                    $0

  (vi)    Redemption credits available for use in future years if Item 5(i)
          is less than Item 5(iv) [subtract Item 5(iv) from Item 5(i)]:

                                                              $(13,501)

  (vii)   Multiplier for determining registration fee (See Instruction C.9):

                                                           x  .00008090

  (viii)  Registration fee due [multiply Item 5(v) by Item
          5(vii)] (enter "0" if no fee is due):

                                                                  =  $0


6.   Prepaid Shares

     If the  response  to item 5(i) was  determined  by  deducting  an amount of
     securities that were  registered  under the Securities Act of 1933 pursuant
     to rule 24e-2 as in effect  before  [effective  date of  rescission of rule
     24e-2],  then report the amount of  securities  ( number of shares or other
     units)  deducted here: 0 If there is a number of shares or other units that
     were registered  pursuant to rule 24e-2 remaining  unsold at the end of the
     fiscal year for which this form is filed that are  available for use by the
     issuer in future years, then state that number here: 0

7.   Interest due -- If this Form is being filed more than 90 days after the
     end of the issuer's fiscal year (see Instruction D):

                                                                 + $0.00

8.   Total of the amount of the registration fee due plus interest due [line
     5(vii) plus line 7]:

                                                                   =  $0

9. Date the registration fee and any interest payment was sent to the
   Commission's lock box depository:

         Method of Delivery:

                |_|     Wire Transfer
                |_|     Mail or other means





                                   SIGNATURES

This  report has been  signed  below by the  following  persons on behalf of the
issuer and in the capacities and on the dates indicated:

By (Signature and Title)* _____________/s/______________________
                           Carol J. Highsmith, Assistant Secretary

Date: March 28, 2003