April 8, 1996
BY EDGAR
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Securities and Exchange Commission
450 Fifth Street NW
Washington, D.C. 20549
Re: Freshstart Venture Capital Corp. ("the Company")
Registration Statement No. 33-86518 under the Securities
Act of 1933, as amended, ("the Act") and File No.
811-5169 under the Investment Company Act of 1940, as
amended, ("the '40 Act").
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Gentlemen:
Pursuant to Rule 497(j) of the Act, the undersigned registrant hereby
certifies that to date no changes have been made to and there is no further
disclosure other than those disclosures set forth in the Post-Effective
Amendment No. 1 under the Act and Amendment No. 5 under the '40 Act to the
Company's registration statement on Form N-5 and prospectus as filed with the
Commission on March 28, 1996. Therefore the form of prospectus and Statement of
Additional Information that would have been filed under paragraph (b) or (c) of
Rule 497 would not have differed from that contained in the registration
statement and prospectus filed on March 28, 1996. Furthermore, the filing was
made electronically on March 28, 1996.
On April 4, 1996, however, Post-Effective Amendment No. 2 under the Act and
Amendment No. 6 under the '40 Act to the Company's registration statement and
prospectus was filed with the Commission solely to add a Financial Data Schedule
to the registration statement on Form N-5, and contained no material disclosure
whatsoever. This filing was also made electronically on April 4, 1996.
Sincerely,
FRESHSTART VENTURE CAPITAL CORP.
By: /s/ ZINDEL ZELMANOVITCH
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Zindel Zelmanovitch, President
