C/FUNDS GROUP, INC.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
FILED VIA EDGAR
February 20, 1998
Securities & Exchange Commission
Filing Desk
450 5th Street NW
Washington, DC 20549
RULE 24F-2 NOTICE FOR C/FUNDS GROUP, INC.
RE: File #2-96218d under 1933 Act re registration of C/FUNDS GROUP, INC.
File #811-4246 under 1940 Act re registration of C/FUNDS GROUP, INC.
In conformance with registration requirements under the above acts and in
compliance with Rule 24(f)2, under which registrant has elected to register
an unlimited number of shares, C/FUNDS GROUP, INC. hereby submits the
following for the fiscal year ending 12/31/97:
Total Number of Shares Issued and Outstanding at 12/31/97 1,532,113
Increase (Decrease) in Number of Shares Outstanding During
Fiscal Year 1997 105,022
Registration Fee Due and Payable on Shares Issued During Period: $508.04
For the period January 1, 1997 through December 31, 1997, shares sold to
acquiring shareholders totaled 836,905 for a total consideration of
$9,424,241. For the same period, shares redeemed from selling shareholders
totaled 731,883 for a total consideration of $7,702,071 leaving a net of
105,022 shares sold to acquiring shareholders at a total consideration of
$1,722,170.
Payment of the above fee in the amount specified was wired via FEDWIRE. The
copy of our attorney's opinion concerning the legality of shares issued is
enclosed. Please advise if the SEC has any comments or any other
requirements that must be met to maintain a current registration with the
SEC.
Respectfully,
Roland G. Caldwell, Jr.
President
Enclosure
RGCjr/ves
f:\comply\cfi\sec\24f2\97_ye\97_24f2.doc
ANDREW J. BRITTON, P.A.
Suite A
245 N. Tamiami Trail
Venice, Florida 34285
(941) 484-7102
February 19, 1998
Mr. Roland Caldwell
C/Funds Group, Inc.
250 W. Tampa Avenue
Venice, Florida 34285
RE: C/Funds Group, Inc. Registration
Dear Roland:
Pursuant to your request, I am furnishing you with the following legal
opinion, based on copies of documents and information provided to me from
you.
I have assumed the authenticity and completeness of all documents submitted
as originals, the conformity to the originals of all documents submitted as
copies, and the authenticity and completeness of the originals of all
documents submitted as copies. I have also assumed the genuineness of the
signatures of persons signing all documents in connection with which this
opinion is rendered and the authority of such persons signing. Further, I
have assumed that no originals or copies submitted to me have been amended or
modified since the date they were submitted to me.
It is my opinion that the C/Funds Group, Inc. is a corporation duly
organized, validly existing, and in good standing under the laws of the State
of Florida and that its Articles of Incorporation provide that when its
shares of common stock are sold, they will be legally issued, fully paid and
non-assessable. No opinion is being rendered with respect to laws of any
other state or of the federal government.
Very truly yours,
Andrew J. Britton
AJB/bk
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