C/FUNDS GROUP, INC.
P.O. Box 622
Venice, FL 34284-0622
(941) 488-6772
FILED VIA EDGAR
February 14, 2000
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 12/31/99:
Total Number of Shares Issued and Outstanding
at 12/31/99 1,604,040
Increase (Decrease) in Number of Shares Outstanding
During Fiscal Year 1999 (80,705)
Registration Fee Due and Payable on Shares Issued
During Period: None
For the period January 1, 1999 through December 31, 1999,
shares sold to acquiring shareholders totaled 653,548 for
a total consideration of $8,484,080. For the same period,
shares redeemed from selling shareholders totaled 734,253
for a total consideration of $8,796,313 leaving a net of
(80,705) shares redeemed from selling shareholders at a
total consideration of ($312,233).
Having incurred a decrease in shares outstanding during
this fiscal year, and having been formed by Commission
staff that no minimum fee applies, no fee is owed for this
filing. 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:\compliance\cfi\sec\24f2\99_ye\99_24f2letter.doc
Law Offices
ANDREW J. BRITTON, P.A.
Suite A
245 N. Tamiami Trail
Venice, Florida 34285
February 10, 2000
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,
/signature/
Andrew J. Britton
AJB/bk
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