C/FUNDS GROUP, INC.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
FILED VIA EDGAR
February 19, 1999
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 12/31/98:
Total Number of Shares Issued and
Outstanding at 12/31/98 1,684,744
Increase (Decrease) in Number of Shares
Outstanding During Fiscal Year 1998 153,631
Registration Fee Due and Payable on Shares
Issued During Period: $601.90
For the period January 1, 1998 through December 31, 1998,
shares sold to acquiring shareholders totaled 1,208,008
for a total consideration of $13,627,680. For the same
period, shares redeemed from selling shareholders totaled
1,055,377 for a total consideration of $11,462,566 leaving
a net of 152,631 shares sold to acquiring shareholders at
a total consideration of $2,165,113.
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,
[signature]
Roland G. Caldwell, Jr.
President
Enclosure
RGCjr/ves
f:\comply\cfi\sec\24f2\98_ye\98_24f2 Letter.doc
Law Office
Andrew J. Britton, P. A.
Suite A
245 N Tamiami Trail
Venice, Florida 34285
February 18, 1999
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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