FRESHSTART VENTURE CAPITAL CORP
40-17F2, 1998-08-28
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                             MICHAEL C. FINKELSTEIN
                           Certified Public Accountant

198 Route 9, Suite 205                            253 Fifth Avenue, 5th Floor
Manalapan, New Jersey  07726                      New York, New York  10016
Tel. (732) 577-7055                               Tel. (212) 689-4633
Fax. (732) 577-1844



To the Board of Directors
Freshstart Venture Capital Corp.

We have  examined  the  investment  accounts  shown by the books and  records of
Freshstart  Venture  Capital  Corp.  for the  period  from  the date of our last
similar  examination on November 30, 1997 to July 1, 1998. Our  examination  was
made without prior notice to the Company.  It is understood  that this report is
solely for the use of management and the Securities and Exchange  Commission and
should not be used for any other purpose.

Securities owned as of the close of business on July 1, 1998, shown by the books
and records examined by us, which we counted and inspected,  were located in the
vault of Amalgamated Bank, New York, New York, or out for transfer on that date,
as to which we reviewed original securities located at the Company.

Because the above procedures do not constitute an examination made in accordance
with generally accepted auditing standards,  we do not express an opinion on the
investment  accounts,  referred  to above.  In  connection  with the  procedures
referred to above,  no matters came to our  attention  that caused us to believe
that the  specified  accounts  should be adjusted.  Had we performed  additional
procedures  or had we examined  the  financial  statements  in  accordance  with
generally accepted auditing standards,  matters might have come to our attention
that  would  have  been  reported  to  you.  This  report  relates  only  to the
investments  specified above and does not extend to any financial  statements of
Freshstart Venture Capital Corp., taken as a whole.

Independent Auditor


/S/ MICHAEL C. FINKELSTEIN


New York, New York
July 24, 1998

<PAGE>

[Form N-17f-2]

[Adopted in Release No. 1C-17085 (ss.84,434), effective September 2, 1989, 54 F.
R. 32048.]

U.S. Securities and Exchange Commission

Washington, D.C.  20549
FORM N-17f-2

Certificate of Accounting of Securities and Similar Investments in the Custody
of Management Investment Companies

Pursuant to Rule 17f-2 [17CFR 270.17f-2]


1. Investment Company Act File Number:               Date examination completed:

   811- 5169                                           July 1, 1998

2. State Identification Number:  New York 13-3134761

- --------------------------------------------------------------------------------
AL          AK           AZ          AR           CA              CO
- --------------------------------------------------------------------------------
CT          DE           DC          FL           GA              HI
- --------------------------------------------------------------------------------
ID          IL           IN          IA           KS              KY
- --------------------------------------------------------------------------------
LA          ME           MD          MA           MI              MN
- --------------------------------------------------------------------------------
MS          MO           MT          NE           NV              NH
- --------------------------------------------------------------------------------
NJ          NM           NY  [X]     NC           ND              OH
- --------------------------------------------------------------------------------
OK          OR           PA          RI           SC              SD
- --------------------------------------------------------------------------------
TN          TX           UT          VT           VA              WA
- --------------------------------------------------------------------------------
WV          WI           WY          PUERTO RICO
- --------------------------------------------------------------------------------
Other (specify):

3. Exact number of investment company as specified in registration statement:

4. Address of principal executive office: (number, street, city, state, zip
   code)  313 West 53rd Street  New York, New York  10019

INSTRUCTIONS

This Form must be completed by the investment companies that have custody of
securities or similar investments.  

Investment Company

1. All items must be completed by the investment company.

2. Give this Form to the independent public accountant who, in compliance with
Rule 17f-2 under the Act and applicable state law, examines securities and
similar investments in the custody of the investment company.

Accountant

3. Submit this Form to the Securities and Exchange Commission and appropriate
state securities administrators when filing the certificate of accounting
required by Rule 17f-2 under the Act and applicable state law.  File the
original and one copy with the Securities and Exchange Commission's principal
office in Washington, D.C., one copy with the regional office for the region in
which the investment company's principal business operations are documented, and
one copy with the appropriate state administrator(s), if applicable.


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