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Stock Car Stocks Mutual Fund Inc · N-1A · On 5/27/98

Filed On 5/27/98 · SEC Files 333-53683, 811-08791 · Accession Number 1012709-98-191

  As Of               Filer                 Filing     On/For/As Docs:Pgs              Issuer               Agent

 5/27/98  Conseco Stock Car Stocks Mut..Inc N-1A                   1:28                                     1012709

Registration Statement of an Open-End Management Investment Company · Form N-1A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: N-1A        Initial Registration Statement                        28    117K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (RTF, XML, et al.) Business and Other Connections of Investment Adviser Financial Statements and Exhibits General Information Indemnification Investment Adviser Investment Objectives and Policies Investment Policies and Restrictions Location of Accounts and Records Management of the Fund Management Services Number of Holders of Securities Persons Controlled by or under Common Control with Registrant Principal Underwriters Purchasing and Redeeming Shares Purchasing Shares Redeeming Shares Risk Factors Table of Contents Tax Information Undertakings Yield
1	1st Page
4	Table of Contents
6	Investment Objectives and Policies
7	Risk Factors
8	Purchasing Shares
"	Redeeming Shares
9	Management of the Fund
10	Investment Adviser
"	General Information
14	Investment Policies and Restrictions
21	Yield
"	Purchasing and Redeeming Shares
22	Tax Information
26	Item 24. Financial Statements and Exhibits
"	Item 25. Persons Controlled by or under Common Control with Registrant
"	Item 26. Number of Holders of Securities
"	Item 27. Indemnification
"	Item 28. Business and Other Connections of Investment Adviser
"	Item 29. Principal Underwriters
"	Item 30. Location of Accounts and Records
"	Item 31. Management Services
"	Item 32. Undertakings

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1933 Act Registration No.__________                                             
1940 Act Registration No.__________                                             
--------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION                                              
Washington, DC  20546                                                           

FORM N-1A                                                                       

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933       [x]               
Pre-Effective Amendment No. ___                                                 
Post-Effective Amendment No. ___                                                
and                                         

REGISTRATION STATEMENT UNDER THE INVESTMENT COMPANY ACT OF 1940                 
[x]                                                                             
Pre-Effective Amendment No. ___                                                 
Post-Effective Amendment No. ___                                                

 STOCKCAR STOCKS MUTUAL FUND, INC.
(Exact name of registrant as specified in Charter)

434 Tyson Street
 Charlotte, North Carolina 28209
 (Address of Principle Executive Offices and Zip Code)

704-527-5872
 (Registrant's Telephone Number including Area Code)

Terence P. Smith
 The Declaration Group
555 North Lane, Suite 6160
Conshohocken, PA 19428
 (Name and Address of Agent for Service)

Approximate Date of Proposed Public Offering:                                   
---------------------------------------------                                   
It is proposed  that this filing will become  effective  as soon as  practicable
after this Registration Statement becomes effective.                            

Calculation of Registration Fee:                                                
--------------------------------                                                
The  Registrant  hereby  declares,  pursuant to Rule 24f-2 under the  Investment
Company Act of 1940, and the Securities Act of 1933,  that an indefinite  number
of shares of  beneficial  interest,  no par value,  is being  registered by this
Registration Statement.                                                         

The Registrant hereby amends this  Registration  Statement on such date or dates
as may be necessary to delay its effective date until the Registrant  shall file
a further amendment which specifically  states that this Registration  Statement
shall  thereafter  become  effective  in  accordance  with  Section  8(a) of the
Securities  Act of  1933  or  until  the  Registration  Statement  shall  became
effective on such date as the Commission,  acting pursuant to said Section 8(a),
may determine.                                                                  

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STOCKCAR STOCKS INDEX FUND                                                      

CROSS-REFERENCE SHEET                                                           
(As required by Rule 495)                                                       

Item No. on Form N-1A                     Caption or Subheading in Prospectus   
                                          or Statement of Additional Information

PART A - INFORMATION REQUIRED IN PROSPECTUS                                     
-------------------------------------------                                     

1. Cover Page.                            Cover Page                            
2. Synopsis.                              Investment Objectives and Policies;   
                                         The StockCar Stocks Index; Cover Page
3. Condensed Financial Information.       Fees and Expenses                     
4. General Description                    General Information                   
of Registrant.                                                          
5. Management of the Fund.                Management of the Fund; Investment    
           Adviser
5a.Management's Discussion of             Not Applicable                        
Fund Performance                                                          
6. Capital Stock and Other                Management of the Fund                
Securities.                                                               
7. Purchase of Securities Being           Purchasing Shares                     
Offered.                                                                  
8. Redemption or Repurchase               Redeeming Shares                      
9. Legal Proceedings                      Not Applicable                        

PART B. STATEMENT OF ADDITIONAL INFORMATION                                     
-------------------------------------------                                     

10. Cover Page.                           Cover Page                            
11. Table of Contents.                    Table of Contents                     
12. General Information and History       Not covered in Statement of Additional
                               Information  (covered under
                     Item 4 of Part A)
13. Investment Objectives and             Investment Policies and               
Policies.                             Restrictions                      
14. Management of the Fund.               Investment Adviser; Directors and     
            Officers
15. Control Persons and Principal         Directors and Officers;               
Holders of Securities.                Investment Adviser                
16. Investment Advisory and other         Investment Adviser; Custodian;        
Services.                             Transfer Agent; Administration    
17. Brokerage Allocation.                 Portfolio Transactions                
18. Capital Stock and Other               Capital Stock                         
Securities.                                                             
19. Purchase, Redemption and Pricing      Determination of Net Asset Values,    
of Securities Being Offered                                             
20. Tax Status.                           Tax Information                       
21. Underwriters,                         Distributor; Transfer Agent           
And Transfer Agents                                                     
22. Calculations of Performance Data.     Performance Information               
23. Financial Statements                  Not Applicable. See item 32 of Part C.

PART C                                                                          
Information required to be included in PART C is set forth under the appropriate
Item, so numbered, in PART C of the Registration Statement.                     
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PROSPECTUS
Dated ________, 1998

StockCar Stocks Index Fund(TM)
434 Tyson Street
 Charlotte, North Carolina 28209
704-527-5872

StockCar  Stocks  Mutual Fund,  Inc.(TM) (the  "Company") is a newly  organized,
diversified management investment company currently consisting of one portfolio,
The  StockCar  Stocks  Index  Fund(TM)  (the  Fund").   The  primary  investment
objectives  of the Fund are  growth of  capital  and  current  income.  The Fund
attempts to achieve its  investment  objectives  by  investing  primarily in the
stocks of the companies comprising the StockCar Stocks Index(TM).               

The minimum  investment in the Fund is $1,000 for regular  accounts and $500 for
retirement  accounts.  The  minimum  subsequent  investment  is $500 for regular
accounts and $50 for retirement accounts. The Fund is a pure No-Load Fund. There
are no 12b-1 marketing fees or other sales charges. This means that 100% of your
initial investment is invested in shares of the Fund.                           

This Prospectus  concisely sets forth the information you should know before you
invest.  Please  read  this  Prospectus  and  keep it for  future  reference.  A
Statement  of  Additional  Information  (the "SAI")  regarding  the Fund,  dated
_______,  1998,  has been  filed with the  Securities  and  Exchange  Commission
("SEC") and is  incorporated  by reference into this  Prospectus.  You can get a
copy of the SAI at no charge by writing or  calling  the Fund at the  address or
telephone number listed above. The SEC maintains a web site  (www.sec.gov)  that
contains the Statement of Additional Information and other information regarding
the Fund.                                                                       

THE  SECURITIES AND EXCHANGE  COMMISSION  HAS NOT APPROVED OR DISAPPROVED  THESE
SECURITIES  OR  DETERMINED  IF THIS  PROSPECTUS  IS  TRUTHFUL OR  COMPLETE.  ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.                           
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 TABLE OF CONTENTS

Fees And Expenses.                                                              
Investment Objectives And Policies                                              
The StockCar Stocks Index(TM)                                                   
Risk Factors.                                                                   
Purchasing Shares.                                                              
Redeeming Shares.                                                               
Investment Adviser.                                                             
Management of the Fund.                                                         
General Information.                                                            

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 FEES AND EXPENSES

Shareholder Transaction Expenses:                                               
---------------------------------                                               

Sales Load Imposed on Purchases.                     None                       
Sales Load Imposed on Reinvested Dividends.          None                       
Deferred Sales Load.                                 None                       
Redemption Fees.                                     0.5%*                      

* This fee is only imposed on shares that are held for less than six months. See
"Redeeming Shares" for a fuller explanation of this fees.                       

Annual Fund Operating Expenses:  (as a percentage of net assets)                
-------------------------------                                                 

The following table sets forth the regular operating  expenses that are paid out
of the Fund's average daily assets. These fees are used to pay for services such
as the investment  management of the Fund,  maintaining  shareholder records and
furnishing shareholder statements.  This is a new Fund without a prior operating
history,  so the following  expense figures are estimates.  True expenses may be
greater or lower than those shown below.                                        

Management Fees.                                     1.41%                      
12b-1 Fees.                                          None                       
Other Expenses.                                      0.09%                      
                               -----
Total Fund Operating Expenses.                       1.50%                      

Example of Shareholder Expenses Over Time.                                      
------------------------------------------                                      

Based on the fee schedule set forth above, you would pay the following  expenses
on a  $1,000  investment,  assuming  (1) a 5%  annual  rate  of  return  and (2)
redemption at the end of each time period;                                      

One Year          Three Years               
--------          -----------               

$                 $                         
------            -----                     

The above  example is intended  to help you  understand  the  various  costs and
expenses  you might incur over time when you invest in the Fund,  but you should
be aware that this is only an example of  anticipated  future  expenses.  Actual
expenses  may be  greater  or less than  those  shown.  Because  the Fund has no
operating history, "Other Expenses" is based on estimated amounts for the Fund's
first  fiscal year.  Not included in this example is a redemption  fee of 0.50%,
which is imposed on shares held for less than six months. The Fund's Adviser has
agreed to waive receipt of its fees and/or assume certain  expenses of the Fund,
if necessary,  to insure that the Fund's  expenses do not exceed 1.50% annually.
If the Advisor waives fees or assumes  expenses of the Fund,  such actions would
have the  effect of  lowering  the  expense  ratio and  increasing  the yield to
investors.                                                                      

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INVESTMENT OBJECTIVES AND POLICIES

The Fund is a diversified  mutual fund whose primary  investment  objectives are
growth of capital and current income. The Fund seeks to achieve these objectives
by investing  primarily in the common stock of companies  listed on the Stockcar
Stocks  Index(TM)  (the  "Index").  There can be no  assurance  that the  Fund's
objectives will be achieved.                                                    

Under normal circumstances,  the Fund intends to be fully invested in the stocks
of companies  comprising  the Index.  However,  the Fund may, from time to time,
ordinarily  invest a portion of its assets in other  securities,  such as United
States Government bonds, bills, and notes; money market instruments,  repurchase
agreements, and options and futures. The Fund may also ordinarily hold a portion
of its assets in cash.  You should be aware  that any  investment  in such other
securities  will  cause  the  performance  of the Fund to vary  from that of the
Index.  The Advisor may invest in such  securities in order to manage the Fund's
cash flows, and for temporary and defensive purposes.  A complete listing of the
Fund's permissible  investments and investment  restrictions is contained in the
SAI in the Section entitled, "Investment Policies and Restrictions"..           

 THE STOCKCAR STOCKS INDEX(TM)

The StockCar Stocks Index(TM) is a new,  unmanaged Index consisting of companies
that are involved in the sponsorship of, or that derive a substantial portion of
their income from,  NASCAR  sanctioned  racing  events.  The Index is an equally
weighted,  price sensitive Index. This means that all the companies in the Index
begin each  calendar  year with an equal  weighting in the Index,  and the Index
value moves up and down based on the price  movements  of the  companies  in the
Index.  During the course of the year, the relative weighting of each company in
the Index will fluctuate, reflecting its price performance relative to the other
companies in the Index. At the end of each calendar year, the companies included
in the Index are  rebalanced to an equal  weighting per company,  and the entire
process begins again.                                                           

The Index is a  proprietary  product of the  Advisor.  The Advisor has formed an
Index  Committee  that is  responsible  for selecting the companies that will be
included  in or deleted  from the Index.  The  Committee  will  ordinarily  meet
semi-annually  to review the  composition of the Index,  to review the status of
companies  currently  included in the Index and to determine which companies may
be added to or deleted from the Index.  The Committee is solely  responsible for
the  maintenance of the Index.  The Index presently is composed of 52 companies.
The  Company  maintains  a web Site  (www.stockcarstocks.com)  which  contains a
complete listing of all the companies included in the index and more information
concerning the construction and maintenance of the Index.                       

The Index was published in May 1998.  However,  for the purpose of demonstrating
the Index's  performance  history,  the Advisor has recreated the performance of
the Index from a  beginning  date of January  1, 1993,  using an Index  value of
100.00 as of that date.                                                         

As stated  above,  the Advisor has recreated  the  performance  of the Index for
prior years. Listed below are the closing Index values as of December 31 of each
listed year.                                                                    

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Year End                
Year                        Index Value                                         

1992                         100.00                                             
1993                         117.60                                             
1994                         113.91                                             
1995                         157.60                                             
1996                         196.33                                             
1997                         250.73                                             

The table below shows how the Index would have  performed,  on an annual  basis,
had it been applied to price  movements of the  Companies  included in the Index
for the listed time periods.  Listed  returns are average  annual total returns.
Total return is the annual rate of return on an investment,  taking into account
all interest earned,  all realized and unrealized  capital gains and losses, and
recognizing all realized and unrealized expenses.                               

Annual Total Returns                                                            
                                                            Cumulative Total
                  1993    1994     1995     1996     1997     Return (1993-1997)

The Index         17.6    -3.1     38.4     24.6     27.7     250.7%            

S&P 500 Index     10.1     1.3     37.5     22.9     33.2     242.5%            

Through May 18, 1998, the Index would have posted a year-to-date total return of
15.76%.  Current information on the Index, including 1998 returns and Index news
and commentary, may be found at the Index's web site ("www.stockcarstocks.com") 

As described  above,  the Fund will attempt to replicate the  performance of the
Index by primarily  investing  its assets in the common  stock of the  companies
comprising the Index, in  approximately  the same  percentages as represented by
the Index.  You should be aware that at the end of each calendar year,  when the
Index is rebalanced,  the Advisor will also rebalance the Fund's  investments to
conform such investments to the Index composition. Such an investment management
requirement imposes certain risks to the Fund, including the risks of losses and
tax  consequences  to  shareholders  as a result of potential  realized  capital
gains.  You  should  also be aware  that,  although  the Fund  will  attempt  to
replicate the  performance  of the Index,  the Fund will incur certain  expenses
that will not be incurred by the Index. Accordingly, the performance of the Fund
may vary from that of the index as a result of such expenses.                   

RISK FACTORS

The Fund may be appropriate for long-term investors who understand the potential
risks and  rewards  of  investing  in  common  stocks.  The value of the  Fund's
investments will vary from day-to-day,  reflecting changes in market conditions,
interest  rates  and other  company,  political,  and  economic  news.  Over the
short-term,  stock  prices  can  fluctuate  dramatically  in  response  to these
factors. However, over longer time periods, stocks, although more volatile, have
historically shown                                                              

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greater  growth  potential  than  other  investments.  Further,  the Fund has no
operating  history,  and this may pose additional risks. When you sell your Fund
shares,  they may be worth more or less than what you paid for them. There is no
assurance  that  the  Fund can  achieve  its  investment  objective,  since  all
investments are inherently subject to market risk.                              

 PURCHASING SHARES

To purchase shares of the Fund,  first complete and sign a New Account  Purchase
Application  and mail it, together with your check for the total purchase price,
to STOCKCAR STOCKS MUTUAL FUND,  INC.(TM),  C/O THE DECLARATION GROUP, 555 NORTH
LANE,  SUITE  6160,  CONSHOHOCKEN,  PA 19428.  Checks  are  accepted  subject to
collection at full face value in United States currency.  If your check does not
clear,  your purchase will be cancelled and you will be subject to any losses or
fees  incurred  by the Fund with  respect  to the  transaction.  If  shares  are
purchased  by check  and  redeemed  by  letter  within  seven  business  days of
purchase,  the Fund may hold  redemption  proceeds  until the purchase check has
cleared,  which may take up to ten business  days. You will also be subject to a
redemption fee of 0.50% of total assets in such a circumstance.                 

You will  receive a statement  showing the number of shares  purchased,  the net
asset  value at which your shares  were  purchased,  and the new balance of Fund
shares  owned,  each time you  purchase  shares of the Fund. . The Fund does not
issue stock certificates.  All full and fractional shares will be carried on the
books of the Fund.                                                              

Shares of the Fund are purchased at the net asset value next computed  after the
receipt and acceptance of your purchase order (See,  "Determination of Net Asset
Value." in the SAI).  The Fund is a pure No-Load Fund.  This means that you will
not be charged  any sales  commissions,  ongoing  12b-1  fees,  or  underwriting
discounts.  The minimum  initial  investment  is $1,000,  except for  Individual
Retirement  Accounts  (IRAs)  where  the  minimum  is $500.  Minimum  subsequent
purchases for regular accounts are $500 and $50 for IRA accounts.               

All  applications  to purchase  shares of the Fund are subject to  acceptance by
authorized  officers of the Fund and are not binding  until  accepted.  The Fund
reserves the right to reject purchase orders under  circumstances  or in amounts
considered  disadvantageous  to existing  shareholders.  Please see the Sections
entitled  "Purchasing  and  Redeeming  Shares"  and "Tax  Information"  for more
information concerning shares purchases.                                        

REDEEMING SHARES

You may  redeem  your  shares in the Fund at any time and for any  reason.  Upon
receipt by the Fund of a redemption  request in proper form,  your shares of the
Fund will be  redeemed  at their next  determined  net asset  value.  Redemption
requests must be in writing and delivered to the Fund at STOCKCAR  STOCKS FUNDS,
INC.(TM),  C/O THE DECLARATION GROUP, 555 NORTH LANE, SUITE 6160,  CONSHOHOCKEN,
PA 19428. To be in "proper form," your redemption request must:                 

1.   Specify the number of shares or dollar amount to be redeemed,  if less than
all shares are to be redeemed;                                        

2.   Be signed by all owners exactly as their names appear on the account;      

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3.   If required,  include a signature  guarantee  from any "eligible  guarantor
     institution"  as defined by the rules under the Securities  Exchange Act of
     1934.  Eligible guarantor  institutions  include banks,  brokers,  dealers,
     credit  unions,   national  securities  exchanges,   registered  securities
     associations,  clearing agencies and savings associations.  A notary public
is not an eligible guarantor.                                         

Further  documentation,  such as copies of corporate resolutions and instruments
of authority  may be requested  from  corporations,  administrators,  executors,
personal  representatives,  trustees, or custodians to evidence the authority of
the person or entity making the redemption request.                             

Signature  Guarantees.  A signature guarantee is designed to protect you and the
Fund by verifying your  signature.  SIGNATURE  GUARANTEES ARE REQUIRED WHEN: (1)
establishing  certain  services  after the  account  is opened;  (2)  requesting
redemptions  in excess of $10,000;  (3)  redeeming or  exchanging  shares,  when
proceeds  are: (i) being mailed to an address  other than the address of record,
(ii) made payable to other than the  registered  owner(s);  or (4)  transferring
shares to another owner.                                                        

The redemption price per share is net asset value, determined as of the close of
business  on the day  your  redemption  order  is  accepted  by the  Fund  (See,
"Purchasing  and  Redeeming  Shares" in the SAI). If you hold your shares longer
than six months, there is no redemption charge. Otherwise, a fee of 0.50% of the
value  of your  redeemed  shares  will be  deducted  from the  proceeds  of your
redemption and paid to the Fund. When you redeem your shares,  they may be worth
more or less than you paid for  them,  depending  upon the  value of the  Fund's
portfolio securities at the time of redemption.                                 

If the  value  of your  account  falls  below  $1,000  as a result  of  previous
redemptions  and not market  price  declines,  the Fund may redeem the shares in
your account.  However,  the Fund will notify you first if such an event occurs,
and you will have 60 days to bring your account balance up to the minimum levels
before the Fund will exercise its option to redeem.                             

Payment for shares  redeemed is made within seven days after receipt by the Fund
of a request for  redemption  in proper  form.  The Fund  reserves  the right to
suspend or postpone redemptions during any period when (a) trading on any of the
major U.S. stock  exchanges is  restricted,  as determined by the Securities and
Exchange  Commission,  or that the major  exchanges  are  closed  for other than
customary  weekend  and  holiday  closings,  (b)  the  Commission  has by  order
permitted such suspension, or (c) an emergency, as determined by the Commission,
exists making disposal of portfolio securities or valuation of net assets of the
Fund not reasonably practicable.                                                

MANAGEMENT OF THE FUND

The Company was incorporated in Maryland on May 18, 1998. The Board of Directors
approves  all  significant  agreements  between  the Company and the persons and
companies  that  furnish  services to the Fund,  including  agreements  with the
Fund's custodian,  transfer agent,  investment  advisor and  administrator.  The
day-to-day operations of the Fund are delegated to the Advisor. The Statement of
Additional  Information  contains background  information  regarding each of the
Company's   Directors  and  Executive   Officers.   The  Company's  Articles  of
Incorporation permit                                                            

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the Board of Directors to issue 100,000,000 shares of common stock. The Board of
Directors has the power to designate one or more classes ("series") of shares of
common stock and to classify or reclassify  any unissued  shares with respect to
such series. Currently the shares of the Fund are the only class of shares being
offered by the  Company.  Shareholders  are  entitled:  (i) to one vote per full
share;  (ii) to such  distributions as may be declared by the Company's Board of
Directors  out of funds  legally  available;  and  (iii)  upon  liquidation,  to
participate  ratably  in the assets  available  for  distribution.  There are no
conversion or sinking fund provisions  applicable to the shares, and the holders
have no  preemptive  rights and may not cumulate  their votes in the election of
directors.  The shares are  redeemable  and are fully  transferable.  All shares
issued and sold by the Fund will be fully paid and nonassessable.               

INVESTMENT ADVISER

The Fund has entered into an Investment  Advisory Contract (the "Contract") with
StockCar Stocks  Advisors,  434 Tyson Street,  Charlotte,  North Carolina 28209.
John P. Allen is President and Chief Executive Officer of the Advisor. Robert T.
Carter is Chief Investment Officer and Portfolio Manager, and is responsible for
all  investment  decisions  relating to the Fund.  Mr.  Allen also serves as the
President  and as a Director of the  Company.  Mr Carter,  the Fund's  portfolio
manager,  has over thirty-five  years  experience  managing funds for registered
investment companies.                                                           

The Adviser  manages the investment of the assets of the Fund in accordance with
the Fund's investment objectives,  policies,  and restrictions.  The Adviser was
formed on May ___, 1998 and  registered as an Investment  Advisory Firm with the
Securities and Exchange Commission on _________, 1998.                          

The Adviser  receives from the Fund, as  compensation  for its services,  a fee,
accrued daily and payable monthly,  at an annual rate of 1.41% of the Fund's net
assets. The Adviser has obligated itself to reimburse the Fund to the extent the
Fund's total  annual  expenses,  excluding  taxes,  interest  and  extraordinary
litigation expenses,  during any of its fiscal years, exceed 1.5% of its average
daily net asset value in such year.                                             

Under the Contract, the Adviser furnishes at its own expense office space to the
Company and all  necessary  office  facilities,  equipment,  and  personnel  for
managing the assets of the Fund. The Adviser also pays all expenses of marketing
shares of the Fund, placement of securities orders and related bookkeeping.     

The  Fund  pays  all  expenses  incident  to its  operations  and  business  not
specifically  assumed by the Adviser,  including expenses relating to custodial,
legal, and auditing charges; printing and mailing of reports and prospectuses to
existing shareholders; taxes and corporate fees; maintaining registration of the
Fund under the Investment  Company Act of 1940, and  registration  of its shares
under the Securities Act of 1933; and qualifying and  maintaining  qualification
of its shares under the securities laws of certain states.                      

 GENERAL INFORMATION

The Fund will not issue stock  certificates  evidencing  shares.  Instead,  your
account will be credited with the number of shares  purchased,  relieving you of
responsibility for safekeeping of certificates                                  

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and the need to deliver them upon redemption.  Written  confirmations are issued
for all purchases of shares.                                                    

Shareholders will be provided at least  semi-annually  with a report showing the
Fund's  portfolio  and other  information  and  annually  after the close of the
Fund's  fiscal year,  which ends December 31, with a report  containing  audited
financial statements.                                                           

The Fund's average  annual total return is computed by  determining  the average
annual  compounded  rate of return for a specified  period that, if applied to a
hypothetical  $1000 initial  investment,  would produce the redeemable  value of
that investment at the end of the period, assuming reinvestment of all dividends
and  distributions and with recognition of all recurring  charges.  The Fund may
also utilize a total return  calculation for differing  periods  computed in the
same manner but without annualizing the total return.                           

The Fund's "yield"  refers to the income  generated by an investment in the fund
over a thirty day (or one month) period (which period will be stated).  Yield is
computed by dividing the net investment  income per share earned during the most
recent calendar month by the maximum offering price per share on the last day of
the  month.  This  income  is then  "annualized."  That is,  the mount of income
generated  by the  investment  during  that  thirty-day  period is assumed to be
generated  each month over a twelve month period and is shown as a percentage of
the investment.                                                                 

For purposes of the yield calculation,  interest income is computed based on the
yield to maturity of each debt  obligation and dividend income is computed based
on the stated dividend rate of each equity security in the Fund's portfolio, and
all recurring charges are recognized.                                           

In reports or other communications to investors, or in advertising material, the
Fund may describe general economic and market conditions  affecting the Fund and
may compare its  performance  with other  mutual funds as listed in the rankings
prepared by Lipper Analytical  Services,  Inc. or similar nationally  recognized
rating services and financial publications that monitor mutual fund performance.
The Fund may also, from time to time,  compare its performance to the Standard &
Poors Composite Index of 500 Stocks ("S&P 500"), a widely recognized,  unmanaged
index of common stock prices.                                                   

According to the law of Maryland,  under which the Company is incorporated,  and
the Company's  bylaws,  the Company is not required to hold an annual meeting of
shareholders  unless required to do so under the Investment Company Act of 1940.
Inquiries  regarding  the Fund  should be directed to the Fund at its address or
telephone number shown on the front cover of this Prospectus.                   

The Company will call a meeting of  shareholders  for the purpose of voting upon
the removal of a director or  directors  when  requested  in writing to do so by
record holders of at least 10% of the Fund's  outstanding  common shares, and in
connection with such meeting will comply with the provisions of section 16(c) of
the  Investment  Company  Act  of  1940  concerning  assistance  with  a  record
shareholder  communication  asking  other  record  shareholders  to join in that
request.                                                                        

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STOCKCAR STOCKS INDEX FUND(TM)
(A No-Load Fund)

Investment Adviser:                                                             
StockCar Stocks Investment Advisors                                             
434 Tyson Street                                                                
Charlotte, North Carolina  28209                                                

Custodian:                                                                      
Core States Bank, N.A.                                                          

Distributor:                                                                    
Declaration Distributors, Inc.                                                  
555 North Lane, Suite 6160                                                      
Conshohocken, PA  19428                                                         

Accounting:                                                                     
Declaration Services, Inc.                                                      
555 North Lane, Suite 6160                                                      
Conshohocken, PA  19428                                                         

Transfer and Dividend Disbursing Agent:                                         
Declaration Services, Inc.                                                      
555 North Lane, Suite 6160                                                      
Conshohocken, PA  19428                                                         

Independent Auditors:                                                           

No  person  has  been  authorized  to  give  any  information  or  to  make  any
representations other than those contained in this prospectus,  the statement of
additional  information or the fund's  official  sales  literature in connection
with the  offering  of  shares  of the fund,  and if given or made,  such  other
information or representations must not be relied upon as having been authorized
by the fund.                                                                    

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 STATEMENT OF ADDITIONAL INFORMATION

Dated __________, 1998

 STOCKCAR STOCKS MUTUAL FUND, INC.
434 Tyson Street
 Charlotte, North Carolina 28209

This Statement of Additional  Information is not a prospectus and should be read
in conjunction  with the Prospectus of StockCar Stocks Mutual Fund,  Inc., dated
_______,  1998.  You may obtain a copy of the  Prospectus,  free of  charge,  by
writing to StockCar Stocks Mutual Fund, Inc, 434 Tyson Street, Charlotte,  North
Carolina 28209 or by calling 704-527-5872.                                      

 TABLE OF CONTENTS

Investment Policies and Restrictions               Custodian                    
Investment Adviser                                 Transfer Agent               
Directors and Officers                             Administration               
Performance Information                            Distributor                  
Purchasing and Redeeming Shares                    Independent Accountants      
Tax Information                                    Independent Auditors Report *
Portfolio Transactions                             Financial Statements *       

* to be filed by amendment                                                      

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INVESTMENT POLICIES AND RESTRICTIONS

The Fund's  investment  objectives  and the manner in which the Fund pursues its
investment  objectives  are  generally  discussed  in the  prospectus  under the
captions  "Investment  Objectives and Policies" and "Risk Factors.",  and all of
that information is incorporated herein by reference.                           

The Fund is a diversified  Fund,  meaning that the Fund limits the amount of its
assets invested in any one issuer and/or in any one industry,  thereby  reducing
the risk of loss  incurred by that issuer or industry.  The Fund  normally  will
invest at least 65% of total assets in the common stock of Companies  comprising
the  StockCar  Stocks  Index(TM).  Because the Index is itself  highly  diverse,
presently  consisting  of 56  companies,  the Advisor  does not  anticipate  any
diversification  problems resulting from the Fund's investment policy.  However,
in  the  event  that  circumstances  so  warrant,  or  when  the  Advisor  deems
appropriate,  the Fund may ordinarily  invest in a variety of other  securities.
The  complete  list of  securities  in which the Fund may  ordinarily  invest is
listed  below,  along with any  restrictions  on such  investments,  and,  where
necessary, a brief discussion of any risks unique to the particular security.   

Cash  Reserves.  Although the Fund  normally will invest its assets as described
above,  it may, to meet  liquidity  needs or for temporary  defensive  purposes,
ordinarily  invest a portion of its assets in cash, money market securities such
as short term notes issued by the United States Government,  its agencies and/or
instrumentalities,   and   debentures,   certificates   of  deposit  or  bankers
acceptances.  The Fund may also enter  into  repurchase  agreements.  If, in the
Advisor's  opinion,  it is  appropriate  for the  Fund  to  assume  a  temporary
defensive  posture,  the  Fund  may  invest  up to 100% of its  assets  in these
instruments.                                                                    

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Common  Stocks.  The Fund may invest in common stock.  Common stock is issued by
companies to raise cash for business  purposes  and  represents a  proportionate
equity interest in the issuing  companies.  Therefore,  the Fund participates in
the success or failure of any company in which it holds common stock. The market
value of common  stock can  fluctuate  significantly,  reflecting  the  business
performance of the issuing company,  investor perception and general economic or
financial market movements.  Smaller companies are especially sensitive to these
factors.   Despite  the  risk  of  price  volatility,   however,  common  stocks
historically  have  offered  the  greatest  potential  for  gain on  investment,
compared to other classes of financial assets.                                  

Preferred  Stock.  The Fund may  invest  in  preferred  stock.  Preferred  stock
generally pays  dividends at a specified rate and generally has preference  over
common stock in the payments of dividends  and the  liquidation  of the issuer's
assets.  Dividends on preferred stock are generally payable at the discretion of
the issuer's board of directors. Accordingly,  Shareholders may suffer a loss of
value if dividends are not paid. The market prices of preferred  stocks are also
sensitive  to changes in interest  rates and in the  issuer's  creditworthiness.
Accordingly, shareholders may experience a loss of value due to adverse interest
rate movements or a decline in the issuer's credit rating.                      

Foreign  Securities.  The Fund may invest in securities of foreign issuers which
are publicly traded on U.S. exchanges either directly or in the form of American
Depository  Receipts  (ADRs).  The Fund will only invest in ADRs that are issuer
sponsored.  Sponsored  ADRs typically are issued by a U.S. bank or trust company
and evidence ownership of underlying securities issued by a foreign corporation.
Investments  in foreign  securities  involve  greater risks compared to domestic
investments. Foreign companies are not subject to the regulatory requirements of
U.S.  companies and, as such, there may be less publicly  available  information
about  issuers  than is  available  in the reports and ratings  published  about
companies in the U.S. Additionally, foreign companies are not subject to uniform
accounting,  auditing and financial reporting standards.  Dividends and interest
on foreign  securities may be subject to foreign  withholding  taxes. Such taxes
may reduce the net return to  shareholders.  Although the Fund intends to invest
in  securities  of  foreign  issuers  domiciled  in  nations  which the  Adviser
considers as having stable and friendly governments, there is the possibility of
expropriation,  confiscation, taxation, currency blockage or political or social
instability which could affect  investments of foreign issuers domiciled in such
nations.  Further, there is the risk of loss due to fluctuations in the value of
a foreign corporation's currency relative to the U.S. dollar.                   

Real Estate  Investment  Trusts.  The Fund may invest in real estate  investment
trusts  (REITs).  Equity REITs invest  directly in real property  while mortgage
REITs  invest in  mortgages  on real  property.  REITs may be subject to certain
risks associated with the direct ownership of real estate including  declines in
the  value  of  real  estate,  risks  related  to  general  and  local  economic
conditions,  overbuilding and increased competition, increases in property taxes
and operating expenses,  and variations in rental income. REITs pay dividends to
their  shareholders  based upon  available  funds from  operations.  It is quite
common for these  dividends  to exceed the REITs  taxable  earnings  and profits
resulting in the excess portion of such dividends  being  designated as a return
of capital.  The Fund intends to include the gross  dividends from such REITs in
its distribution to its shareholders and,  accordingly,  a portion of the Fund's
distributions may also be designated as a return of capital.                    

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Money Market Funds. The Fund may invest in securities issued by other registered
investment  companies that invest in short-term  debt  securities  (i.e.,  money
market fund). As a shareholder of another  registered  investment  company,  the
Fund would bear its pro rata portion of that  company's  advisory fees and other
expenses.  Such  fees  and  expenses  will be  borne  indirectly  by the  Fund's
shareholders.  The Fund may invest in such  instruments  to the extent that such
investments  do  not  exceed  10% of  the  Funds  net  assets  and/or  3% of any
investment company's outstanding securities.                                    

Debt  Securities.  The Fund may  invest in  corporate  or U.S.  Government  debt
securities  including  zero  coupon  bonds.  Corporate  debt  securities  may be
convertible  into  preferred  or  common  stock.  In  selecting  corporate  debt
securities for the Fund, the Adviser  reviews and monitors the  creditworthiness
of each issuer and issue. U.S. Government  securities include direct obligations
of the U.S.  Government and obligations issued by U.S.  Government  agencies and
instumentalities.  The market value of such securities fluctuates in response to
interest rates and the creditworthiness of the issuer. In the case of securities
backed  by  the  full  faith  and  credit  of  the  United  States   Government,
shareholders are only exposed to interest rate risk.                            

Zero  coupon  bonds do not provide for cash  interest  payments  but instead are
issued at a discount  from face  value.  Each year,  a holder of such bonds must
accrue a portion of the discount as income. Because issuers of zero coupon bonds
do not make periodic  interest  payments,  their prices tend to be more volatile
than other types of debt securities when market interest rates change.          

Repurchase Agreements. The Fund may invest a portion of its assets in repurchase
agreements   ("Repos")   with   broker-dealers,   banks  and   other   financial
institutions,  provided that the Fund's  custodian  always has possession of the
securities  serving as collateral  for the Repos or has proper  evidence of book
entry  receipt of said  securities.  In a Repo,  the Fund  purchases  securities
subject to the seller's  simultaneous  agreement to repurchase  those securities
from the Fund at a specified  time (usually one day) and price.  The  repurchase
price reflects an agreed-upon  interest rate during the time of investment.  All
Repos  entered  into by the  Fund  must  be  collateralized  by U.S.  Government
Securities,  the market  values of which equal or exceed  102% of the  principal
amount of the money invested by the Fund. If an  institution  with whom the Fund
has entered into a Repo enters insolvency  proceedings,  the resulting delay, if
any, in the Fund's  ability to liquidate  the  securities  serving as collateral
could  cause the Fund some loss if the  securities  declined  in value  prior to
liquidation.  To minimize the risk of such loss,  the Fund will enter into Repos
only with institutions and dealers considered creditworthy.                     

Futures and Options On  Securities.  The Fund may enter into  futures  contracts
relating  to equity  securities,  may write  (i.e.  sell)  covered  put and call
options, and may purchase put and call options, on securities traded on a United
States exchange or properly regulated  over-the-counter market. Such options can
include  long-term  options with  durations  of up to three years.  Although not
normally anticipated to be widely employed, the Fund may use futures and options
to  increase  or  decrease  its  exposure  to the effects of changes in security
prices,  to hedge  securities  held, to maintain cash reserves  while  remaining
fully invested,  to facilitate  trading, to reduce transaction costs, or to seek
higher  investment  returns  when a futures or options  contract  is priced more
attractively  than the  underlying  security  or index.  The Fund may enter into
these  transactions  so long as the value of the underlying  securities on which
options or futures  contract may be written at any one time does not exceed 100%
of the net assets of the Fund, and so long as the initial margin                

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required to enter into such  contracts  does not exceed ten percent  (10%)of the
Fund's total net assets.                                                        

Risk Factors.  The primary risks  associated with the use of options and futures
are; (1) imperfect  correlation  between a change in the value of the underlying
security  or index and a change in the price of the option or futures  contract,
and (2) the possible lack of a liquid secondary market for an options or futures
contract and the resulting inability of the Fund to close out the position prior
to the maturity  date.  The risk of imperfect  correlation  will be minimized by
investing  only in those  contracts  whose price  fluctuations  are  expected to
resemble those of the Fund's underlying securities.  The risk that the Fund will
be  unable to close out a  position  will be  minimized  by  entering  into such
transactions  only on national  exchanges and  over-the-counter  markets with an
active and liquid secondary market.                                             

Restricted  And Illiquid  Securities.  The Fund will not invest more than 10% of
its net assets in securities that the Advisor determines,  under the supervision
of the Board of Directors, to be illiquid and/or restricted. Illiquid securities
are  securities  that may be difficult to sell promptly at an  acceptable  price
because of lack of available market and other factors. The sale of some illiquid
and other  types of  securities  may be subject to legal  restrictions.  Because
illiquid and restricted securities may present a greater risk of loss than other
types of  securities,  the Fund will not invest in such  securities in excess of
the limits set forth above.                                                     

When-Issued Securities And Delayed-Delivery  Transactions. The Fund may purchase
securities on a when-issued  basis,  and it may purchase or sell  securities for
delayed-delivery. These transactions occur when securities are purchased or sold
by the Fund with payment and delivery taking place at some future date. The Fund
may enter into such transactions  when, in the Advisor's  opinion,  doing so may
secure an  advantageous  yield and/or price to the Fund that might  otherwise be
unavailable.  The Fund has not established any limit on the percentage of assets
it may commit to such  transactions,  but to minimize the risks of entering into
these  transactions,  the Fund  will  maintain  a  segregated  account  with its
Custodian  consisting of cash, cash equivalents,  U.S. Government  Securities or
other high-grade liquid debt securities, denominated in U.S. dollars or non-U.S.
currencies,  in an  amount  equal  to the  aggregate  fair  market  value of its
commitments to such transactions.                                               

Portfolio  Turnover.  The Fund has no  operating  history and  therefore  has no
reportable  portfolio  turnover.  Higher portfolio  turnover rates may result in
higher rates of net realized  capital gains to the Fund, thus the portion of the
Fund's  distributions  constituting  taxable  gains may  increase.  In addition,
higher portfolio  turnover  activity can result in higher brokerage costs to the
Fund.  The Fund  anticipates  that its  annual  portfolio  turnover  will be not
greater than 50%.                                                               

The complete list of the Fund's investment restrictions is as follows:          

The Fund will not:                                                              

1.  To the extent of 75% of its assets  (valued at time of  investment),  invest
    more  than 5% of its  assets  in  securities  of any one  issuer,  except in
    obligations   of  the  United  States   Government   and  its  agencies  and
instrumentalities;                                                      

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2.  Acquire  securities  of any one issuer  that at the time of  investment  (a)
    represent more than 10% of the voting securities of the issuer or (b) have a
    value  greater than 10% of the value of the  outstanding  securities  of the
issuer;                                                                 

3.  Invest  more  than  25% of its  assets  (valued  at time of  investment)  in
securities of companies in any one industry;                            

4.  Borrow  money  except  from banks for  temporary  or  emergency  purposes in
    amounts not  exceeding  5% of the value of the Fund's  assets at the time of
borrowing;                                                              

5.  Underwrite  the  distribution  of  securities of other  issuers,  or acquire
    "restricted" securities that, in the event of a resale, might be required to
be registered under the Securities Act of 1933;                         

6.  Make margin purchases or short sales of securities;                         

7.  Invest in  companies  for the  purpose  of  management  or the  exercise  of
control;                                                                

8.  Lend money (but this  restriction  shall not prevent the Fund from investing
    in  debt  securities  or  repurchase  agreements,   or  lend  its  portfolio
securities.                                                             

9.  Acquire or retain any security  issued by a company,  an officer or director
    of which is an officer or director of the Company or an officer, director or
other affiliated person of the Advisor.                                 

10. Invest in oil, gas or other mineral  exploration  or  development  programs,
    although it may invest in marketable securities of companies engaged in oil,
gas or mineral exploration;                                             

11. Purchase  or sell real estate or real  estate  loans or real estate  limited
    partnerships,  although it may invest in marketable  securities of companies
that invest in real estate or interests in real estate.                 

12. Purchase warrants on securities.                                            

13. Issue senior securities.                                                    

14. Invest in Commodities.                                                      

Restrictions  1 through 14 listed  above are  fundamental  policies,  and may be
changed  only  with  the  approval  of a  "majority  of the  outstanding  voting
securities" of the Fund as defined in the Investment Company Act of 1940.       

The Fund has also adopted the following  restrictions that may be changed by the
Board of Directors without shareholder approval:                                

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The Fund may not:                                                               

a.  Invest  more  than  5% of its  assets  (valued  at time  of  investment)  in
    securities  of issuers  with less than  three  years'  operation  (including
predecessors);                                                          

b.  Invest  more  than  10% of its  assets  (valued  at time of  investment)  in
securities that are not readily marketable;                             

c.  Acquire  securities of other investment  companies except (a) by purchase in
    the open  market,  where no  commission  or profit  to a  sponsor  or dealer
    results from such purchase other than the customary broker's  commission and
    (b) where  acquisition  results from a dividend or merger,  consolidation or
other reorganization.                                                   

d.  purchase more than 3% of the voting securities of any one investment company
    nor invest more than 10% of the Funds assets  (valued at time of investment)
in all investment company securities purchased by the Fund);            

e.  Pledge,  mortgage  or  hypothecate  its  assets,  except  for  temporary  or
    emergency  purposes  and then to an extent not greater  than 5% of its total
assets at cost;                                                         

f.  Invest more than 10% of the Fund's assets  (valued at time of investment) in
initial margin deposits of options or futures contracts;                

INVESTMENT ADVISER

Information on the Fund's investment adviser,  StockCar Stocks Advisors,  is set
forth in the prospectus under "Investment  Adviser," and is incorporated  herein
by reference.                                                                   

The adviser is a _______________  Company. John P. Allen is the President with a
64% interest in the company.  Robert T. Carter is Chief  Investment  officer and
Portfolio  Manager.  Mr Carter is  principally  responsible  for the  investment
operations  of the Fund.  Mr Carter has over  thirty-five  years  experience  in
managing  portfolio  assets and in  providing  investment  advisory  services to
registered investment companies.                                                

The Advisory  Agreement  provides  that the adviser  shall not be liable for any
loss suffered by the Fund or its  shareholders  as a  consequence  of any act or
omission in connection  with services under the  Agreement,  except by reason of
the adviser's willful  misfeasance,  bad faith,  gross  negligence,  or reckless
disregard of its obligations and duties under the Advisory Agreement.           

The Advisory  Agreement  expires on  _______________,  but may be continued from
year to year so long as its continuance is approved  annually (a) by the vote of
a majority of the Directors of the Fund who are not "interested  persons" of the
Fund or the adviser cast in person at a meeting called for the purpose of voting
on such approval,  and (b) by the Board of Directors [as a whole] or by the vote
of a  majority  (as  defined in the 1940 Act) of the  outstanding  shares of the
Fund. The Agreement will terminate  automatically in the event of its assignment
(as defined in the 1940 Act).                                                   

DIRECTORS AND OFFICERS

The board of directors has overall  responsibility  for conduct of the Company's
affairs.  The  day-to-day  operations  of the Fund are  managed by the  Advisor,
subject to the bylaws of the Company and review by the Board of  Directors.  The
directors of the Company,  including those directors who are also officers,  are
listed below:                                                                   

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Name, Age, Address, Position                Principal Occupation For the        
with Fund                                   Last Five Years                     

* Indicates an "interested person" as defined in the Investment Company Act of  
1940.                                                                           

The Corporation was organized as a Maryland Corporation on May 18, 1998 (See the
Sections titled "Management of the Fund" and "General Information" in the Fund's
Prospectus).  The table below sets forth the compensation anticipated to be paid
by the Corporation to each of the directors of the Corporation during the fiscal
year ending December 31, 1998.                                                  

Name of Director   Compensation     Pension      Annual       Total Compensation
                 from Corp        Benefits     Benefits     Paid to Director

John P.  Allen  intends  to  purchase  10,000  shares  of the Fund  prior to the
effective  date of the  Fund's  registration  and will be  deemed  initially  to
control the Fund.                                                               

The Company will call a meeting of  shareholders  for the purpose of voting upon
the question of removal of a director or directors  when requested in writing to
do so by record holders of at least 10% of the Fund's outstanding common shares.
The Corporation's  bylaws contain procedures for the removal of directors by its
stockholders. At any meeting of stockholders,  duly called and at which a quorum
is present,  the  stockholders  may by the affirmative  vote of the holders of a
majority  of the votes  entitled  to be cast  thereon,  remove any  director  or
directors  from  office  and may elect a  successor  or  successors  to fill any
resulting vacancies for the unexpired terms of the removed directors.           

 PERFORMANCE INFORMATION

From time to time the Fund may quote total return figures.  "Total Return" for a
period is the  percentage  change in value during the period of an investment in
Fund shares,  including the value of shares acquired through reinvestment of all
dividends and capital gains distributions.  "Average Annual Total Return" is the
average  annual  compounded  rate of  change in value  represented  by the Total
Return Percentage for the period.                                               
                                         [n]
Average Annual Total Return is computed as follows:  P(1+T)     = ERV           

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Where:         P = a hypothetical initial investment of $1000                   
T = average annual total return                   
n = number of years                               
              ERV = ending redeemable value of shares at the end of the period

Yield. The Fund may advertise  performance in terms of a 30-day yield quotation.
The 30-day yield quotation is computed by dividing the net investment income per
share earned  during the period by the maximum  offering  price per share on the
last day of the period, according to the following formula:                     

  Yield = 2[(a-b/cd + 1)6 - 1]

Where:         a = dividends and interest earned during the period              
        b = expenses accrued for the period (net of reimbursement)
           c = the average daily number of shares outstanding during the
         period that they were entitled to receive dividends
             d = the maximum offering price per share on the last day of the
period                                    

The Fund imposes no sales charge and pays no distribution expenses. Income taxes
are not taken into account.  The Fund's  performance is a function of conditions
in  the  securities  markets,  portfolio  management,  and  operating  expenses.
Although  information such as that shown above is useful in reviewing the Fund's
performance  and in providing  some basis for comparison  with other  investment
alternatives,  it should not be used for comparison with other investments using
different reinvestment assumptions or time periods.                             

In sales literature,  the Fund's performance may be compared with that of market
indices and other mutual funds. In addition to the above computations,  the Fund
might use comparative  performance as computed in a ranking determined by Lipper
Analytical Services, Morningstar, Inc., or that of another service.             

 PURCHASING AND REDEEMING SHARES

Purchases  and  redemptions  are  discussed in the Fund's  prospectus  under the
headings  "Purchasing Shares" and "Redeeming Shares." All of that information is
incorporated herein by reference.                                               

Redemptions  will be made at net asset  value.  The  Fund's  net asset  value is
determined on days on which the New York Stock Exchange is open for trading. For
purposes of  computing  the net asset  value of a share of the Fund,  securities
traded  on  security  exchanges,  or in the  over-the-counter  market  in  which
transaction prices are reported,  are valued at the last sales price at the time
of valuation or,  lacking any reported sales on that day, at the most recent bid
quotations.  Securities  for which  quotations  are not  available and any other
assets  are valued at a fair  market  value as  determined  in good faith by the
Advisor,  subject to the review and  supervision of the board of directors.  The
price per share for a  purchase  order or  redemption  request  is the net asset
value next determined after receipt of the order.                               

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The Fund is open for  business  on each  day  that the New York  Stock  Exchange
("NYSE") is open. The Fund's share price or net asset value per share ("NAV") is
normally  determined as of 4:00 p.m.,  New York time.  The Fund's share price is
calculated by subtracting its liabilities  from the closing fair market value of
its  total  assets  and  dividing  the  result  by the  total  number  of shares
outstanding on that day. Fund liabilities include accrued expenses and dividends
payable,  and its  total  assets  include  the  market  value  of the  portfolio
securities  as well as  income  accrued  but not yet  received.  Since  the Fund
generally  does not charge  sales or  redemption  fees,  the NAV is the offering
price for  shares of the Fund.  For shares  redeemed  prior to being held for at
least six months,  the  redemption  value is the NAV less a service fee equal to
0.50% of the NAV.                                                               

The Fund has elected to be governed by rule 18f-1 under the  Investment  Company
Act of 1940,  pursuant to which it is obligated to redeem  shares solely in cash
up to the lesser of $250,000 or 1% of the net asset value of the Fund during any
90 day  period  for any one  shareholder.  Redemptions  in  excess  of the above
amounts  will  normally  be paid in cash,  but may be paid wholly or partly by a
distribution in kind of securities.                                             

 TAX INFORMATION

The Fund intends to qualify as a regulated investment company under the Internal
Revenue Code so as to be relieved of federal income tax on its capital gains and
net investment income currently distributed to its shareholders. To qualify as a
regulated investment company, the Fund must, among other things, derive at least
90% of its gross  income from  dividends,  interest,  payments  with  respect to
securities loans, gains from the sale or other disposition of stock, securities,
or other income  derived with respect to its business of investing in such stock
or securities.                                                                  

If the Fund qualifies as a regulated investment company and distributes at least
90% of its net investment income, the Fund will not be subject to Federal income
tax on the  income  so  distributed.  However,  the  Fund  would be  subject  to
corporate income tax on any  undistributed  income other than tax-exempt  income
from municipal securities.                                                      

The Fund intends to distribute to shareholders, at least annually, substantially
all net  investment  income and any net capital gains realized from sales of the
Fund's  portfolio   securities.   Dividends  from  net  investment   income  and
distributions  from any net realized  capital gains are reinvested in additional
shares of the Fund unless the  shareholder has requested in writing to have them
paid by check.                                                                  

Dividends from investment income and net short-term  capital gains are generally
taxable to the  shareholder  as  ordinary  income.  Distributions  of  long-term
capital gains are taxable as long-term capital gains regardless of the length of
time  shares in the Fund have been  held.  Distributions  are  taxable,  whether
received in cash or reinvested in shares of the Fund.                           

Each shareholder is advised annually of the source of distributions  for federal
income tax purposes. A shareholder who is not subject to federal income tax will
not be required to pay tax on distributions received.                           

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If shares are purchased  shortly  before a record date for a  distribution,  the
shareholder  will, in effect,  receive a return of a portion of his  investment,
but the  distribution  will be taxable to him even if the net asset value of the
shares is reduced below the shareholder's cost. However,  for federal income tax
purposes the original cost would continue as the tax basis.                     

If  a   shareholder   fails  to  furnish  his  social   security  or  other  tax
identification number or to certify properly that it is correct, the Fund may be
required to withhold federal income tax at the rate of 31% (backup  withholding)
from dividend, capital gain and redemption payments to him. Dividend and capital
gain payments may also be subject to backup withholding if the shareholder fails
to certify  properly  that he is not  subject to backup  withholding  due to the
under-reporting of certain income.                                              

Taxation of the Shareholder.  Taxable distributions  generally are included in a
shareholder's  gross  income for the  taxable  year in which they are  received.
However,  dividends declared in October,  November and December and made payable
to  shareholders of record in such month will be deemed to have been received on
December 31st if paid by the Fund during the following January.                 

Distributions by the Fund will result in a reduction in the fair market value of
the Fund's shares.  Should a  distribution  reduce the fair market value below a
shareholder's  cost basis, such distribution would be taxable to the shareholder
as  ordinary  income  or as a  long-term  capital  gain,  even  though,  from an
investment  standpoint,  it may  constitute  a  partial  return of  capital.  In
particular,  investors  should be careful to consider  the tax  implications  of
buying shares of the Fund just prior to a distribution. The price of such shares
include the amount of any  forthcoming  distribution so that those investors may
receive a return of investment upon distribution  which will,  nevertheless,  be
taxable to them.                                                                

A redemption  of shares is a taxable event and,  accordingly,  a capital gain or
loss may be recognized. Each investor should consult a tax advisor regarding the
effect of federal, state, local, and foreign taxes on an investment in the Fund.

Dividends. A portion of the Fund's income may qualify for the dividends-received
deduction  available  to  corporate  shareholders  to the extent that the Fund's
income is derived  from  qualifying  dividends.  Because the Fund may earn other
types of income, such as interest, income from securities loans,  non-qualifying
dividends,  and short-term  capital gains,  the percentage of dividends from the
Fund that qualifies for the deduction generally will be less than 100%. The Fund
will notify corporate  shareholders annually of the percentage of Fund dividends
that qualifies for the dividend received deductions.                            

A  portion  of  the  Fund's  dividends  derived  from  certain  U.S.  Government
obligations  may be exempt  from state and local  taxation.  Short-term  capital
gains are distributed as dividend income.  The Fund will send each shareholder a
notice in  January  describing  the tax status of  dividends  and  capital  gain
distributions for the prior year.                                               

Capital Gain  Distribution.  Long-term capital gains earned by the Fund from the
sale of securities and  distributed  to  shareholders  are federally  taxable as
long-term capital gains, regardless of the length of time shareholders have held
their shares. If a shareholder receives a long-term capital gain distribution on
shares of the Fund,  and such shares are held six months or less and are sold at
a loss,                                                                         

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the  portion  of the loss  equal to the  amount of the  long-term  capital  gain
distribution  will be considered a long-term  loss for tax purposes.  Short-term
capital gains  distributed by the Fund are taxable to shareholders as dividends,
not as capital gains.                                                           

PORTFOLIO TRANSACTIONS

The Fund will  generally  purchase  and sell  securities  without  regard to the
length of time the security has been held. Accordingly,  it can be expected that
the rate of  portfolio  turnover may be  substantial.  The Fund expects that its
annual  portfolio  turnover  rate will not exceed 50% under  normal  conditions.
However,  there can be no assurance that the Fund will not exceed this rate, and
the portfolio turnover rate may vary from year to year.                         

High  portfolio  turnover  in any year will result in the payment by the Fund of
above-average  transaction costs and could result in the payment by shareholders
of above-average amounts of taxes on realized investment gains. Distributions to
shareholders of such investment  gains, to the extent they consist of short-term
capital  gains,  will be  considered  ordinary  income  for  federal  income tax
purposes.                                                                       

Decisions  to buy and sell  securities  for the  Fund  are  made by the  Adviser
subject to review by the Corporation's  Board of Directors.  In placing purchase
and sale orders for portfolio  securities  for the Fund, it is the policy of the
Adviser to seek the best  execution of orders at the most  favorable  price.  In
selecting brokers to effect portfolio transactions, the determination of what is
expected to result in the best execution at the most favorable  price involves a
number of  largely  judgmental  considerations.  Among  these are the  Adviser's
evaluation of the broker's  efficiency  in executing and clearing  transactions.
Over-the-counter  securities  are  generally  purchased  and sold  directly with
principal  market makers who retain the difference in their cost in the security
and its selling price. In some  instances,  the Adviser feels that better prices
are  available  from  non-principal  market  makers  who  are  paid  commissions
directly.                                                                       

 CUSTODIAN

CoreStates Bank, 1345 Chestnut Street,  Philadelphia PA 19101, acts as custodian
for the Fund.  As such,  CoreStates  Bank holds all  securities  and cash of the
Fund,  delivers and receives payment for securities sold,  receives and pays for
securities  purchased,  collects  income from  investments  and  performs  other
duties, all as directed by officers of the Company. CoreStates does not exercise
any  supervisory  function over management of the Fund, the purchase and sale of
securities or the payment of distributions to shareholders.                     

TRANSFER AGENT

Declaration  Services,   Inc,  acts  as  transfer,   dividend  disbursing,   and
shareholder  servicing  agent for the Fund pursuant to a written  agreement with
the Company, dated _______ . Under the agreement,  Declaration Services, Inc. is
responsible for administering and performing transfer agent functions,  dividend
distribution,  shareholder administration,  and maintaining necessary records in
accordance with applicable rules and regulations.                               

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For  the  services  to be  rendered  as  transfer  agent,  The  Fund  shall  pay
Declaration Services, Inc. an annual fee, paid monthly, based on the average net
assets of the Fund, as  determined  by  valuations  made as of the close of each
business day of the month. The transfer agent fee shall be ____________________.

ADMINISTRATION

Declaration Services,  Inc. also acts as Administrator to the Fund pursuant to a
written agreement with the Company,  dated _____. The  Administrator  supervises
all aspects of the  operations of the Fund except those  performed by the Fund's
investment  adviser  under  the  Fund's  investment  advisory   agreement.   The
Administrator is responsible for:                                               

(a) calculating the Fund's net asset value                                      
(b) preparing and maintaining the books and accounts specified in Rule 31a-1 and
31a-2 of the Investment Company Act of 1940                             
(c) preparing financial  statements  contained in reports to stockholders of the
Fund                                                                    
(d) preparing the Fund's federal and state tax returns                          
(e) preparing reports and filings with the Securities and Exchange Commission   
(f) preparing filings with state Blue Sky authorities (g) maintaining the Fund's
financial accounts and records                                          

For the services to be rendered as Administrator, The Fund shall pay Declaration
Services,  Inc. an annual fee, paid monthly,  based on the average net assets of
the Fund, as determined by valuations  made as of the close of each business day
of the month. The Administration fee shall be ________________________.         

 DISTRIBUTOR

 INDEPENDENT ACCOUNTANTS

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PART C
 OTHER INFORMATION

Item 24  Financial Statements and Exhibits                                      

(a)  Financial Statements included in Part B                                    
Independent Auditors Report *                                         
Statement of Assets and Liabilities *                                 

(b) Exhibits                                                                    
1.  Articles of Incorporation                                           
2.  Bylaws of Registrant                                                
3.  None [Not Applicable]                                               
4.  None [See Exhibit 1, Articles of Incorporation, Article IV]         
5.  Investment Advisory Agreement                                       
6.  None [Not Applicable]                                               
7.  None [Not Applicable]                                               
8.  Custodian Agreement                                                 
9.  Transfer Agent Agreement                                            
9.1 Administration Agreement                                            
10.  Opinion of Counsel *                                                 
11.  Consent of Independent Auditors *                                    
12.  None [Not Applicable]                                                
13.  Subscription Agreement                                               
13.1 New Account Application                                              
14.  Individual Retirement Account Custodial Agreement                    
15.  None [Not Applicable]                                                
16.  None [Not Applicable]                                                
27.  [17]  Financial Data Schedule *                                      
[18  Not Applicable]                                                      

* to be filed by amendment                                                      

Item 25   Persons Controlled by or under Common Control with Registrant.        

          No person is directly or  indirectly  controlled  by, or under  common
control with the Registrant.                                

Item 26   Number of Holders of Securities.                                      

          As of the date of filing of this registration  statement there were no
          record  holders  of capital  stock of  registrant.  Mr.  John P. Allen
          intends to purchase  10,000  shares of the Fund prior to the effective
          date of the  Fund's  registration  and  will be  deemed  initially  to
control the Fund.                                           

Item 27   Indemnification.                                                      

          Section 2-418 of the General  Corporation  Law of Maryland  authorizes
          the registrant to indemnify its directors and officers under specified
          cicumstances. Section 7 of Article VII of the bylaws of the registrant
          (exhibit 2 to the registration statement, which is incorporated herein
          by  reference)  provides in effect that the  registrant  shall provide
          certain  indemnification to its directors and officers.  In accordance
          with section 17(h) of the  Investment  Company Act, this  provision of
          the bylaws shall not protect any person  against any  liability to the
          registrant or its  shareholders  to which he or she would otherwise be
          subject by reason of willful misfeasance,  bad faith, gross negligence
          or reckless  disregard of the duties involved in the conduct of his or
her office.                                                 

Item 28   Business and Other Connections of Investment Adviser.                 

          The  Advisor  is a new  company.  It has no  other  business  or other
connections.                                                

Item 29   Principal Underwriters.                                               

          Declaration   Distributors,   Inc.,   555  North  Lane,   Suite  6160,
     Conshohocken, PA 19428, will be the Fund's principal underwriter.

Item 30   Location of Accounts and Records.                                     

Declaration Services, Inc.                                  
555 North Lane, Suite 6160                                  
Conshohocken, PA  19428                                     

Item 31   Management Services.                                                  

Declaration Services, Inc.                                  
555 North Lane, Suite 6160                                  
Conshohocken, PA  19428                                     

Item 32   Undertakings.                                                         

          The  Registrant  will  file  a  post  effective  amendment  containing
          financial  statements which need not be certified,  within four to six
  months from the effective date of this registration statement.

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SIGNATURES      

Pursuant to the  requirements  of the  Securities Act of 1933 and the Investment
Company  Act  of  1940,  the  Registrant  certifies  that  it  meets  all of the
requirements for effectiveness of this Registration  Statement  pursuant to Rule
485(b) under the Securities Act of 1933 and has duly caused this Registration to
be signed on its behalf by the undersigned, thereto duly authorized, in the City
of Charlotte and State of North Carolina on the ____ day of ___________, 1998.  

StockCar Stocks Mutual Fund, Inc.   
(Registrant)      

By: /s/ John P. Allen, President    

Pursuant to the  requirements of the Securities Act of 1933,  this  Registration
Statement has been signed below by the following  persons in the  capacities and
on the date indicated.                                                          

Name                       Title                          Date                  

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EXHIBIT INDEX       

Exhibit No.    Exhibit                                                          

EX-99.B1       Registrant's Articles of Incorporation *                         
EX-99.B2       Registrant's Bylaws *                                            
EX-99.B3       None                                                             
EX-99.B4       None [See Exhibit B.1, Articles of Incorporation, Article IV]    
EX-99.B5       Investment Advisory Agreement with StockCar Stocks Investment    
Advisors *                                        
EX-99.B6       Distribution Agreement with Declaration Distributors, Inc. *     
EX-99.B7       None                                                             
EX-99.B8       Custodian Agreement with CoreStates Bank *                       
EX-99.B9       Transfer Agent Agreement with Declaration Services, Inc. *       
EX-99.B9.1     Administration Agreement Declaration Services, Inc. *            
EX-99.B10      Opinion of Counsel *                                             
EX-99.B11      Consent of Independent Auditors *                                
Ex-99.B12      None                                                             
EX-99.B13      To be filed by amendment                                         
EX-99.B13.1    New Account Application *                                        
EX-99.B14      Individual Retirement Account Custodial Agreement *              
EX-99.B15      None                                                             
EX-99.B16      None                                                             
EX-99.B17      Financial Data Schedule *                                        
EX-99 B18      To Be Filed By Amendment                                         

* To be filed by amendment.

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Dates Referenced Herein and Documents Incorporated By Reference

		Referenced-On Page
This N-1A Filing	Date	First	Last	Other Filings

	1/1/93	6
	5/18/98	7	20
Filed On / Filed As Of	5/27/98			N-8A
	12/31/98	20

Top				List All Filings

Filing Submission - Alternative Formats (Word / Rich Text, HTML, Plain Text, SGML, XML, et al.)

Stock Car Stocks Mutual Fund Inc · N-1A · On 5/27/98

Filed On 5/27/98 · SEC Files 333-53683, 811-08791 · Accession Number 1012709-98-191

Registration Statement of an Open-End Management Investment Company · Form N-1AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated By Reference

Registration Statement of an Open-End Management Investment Company · Form N-1A
Filing Table of Contents