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Securities and Exchange Commission
Washington. D.C. 20549
FORM N-54A
NOTIFICATION OF ELECTION TO BE SUBJECT TO SECTIONS 55
THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940 FILED
PURSUANT TO SECTION 54(a) OF THE ACT
The undersigned business development company hereby notifies
the Securities and Exchange Commission that it elects, pursuant to the
provisions of section 54(a) of the Investment Company Act of 1940 (the "Act"),
to be subject to the provisions of sections 55 through 65 of the Act and, in
connection with such notification of election, submits the following
information:
Name: MGi2, Inc.
Address of Principal Business Office (No. & Street, City, State, Zip Code):
9821 Katy Freeway, Suite 500, Houston, Texas 77024
Telephone Number (Including Area Code): 800-315-6979
Name and Address of Agent for Service of Process:
Cary Grossman, MGi2, Inc.
9821 Katy Freeway, Suite 500, Houston, Texas 77024
Check One of the Following:
[X] The company has filed a registration statement for a class of equity
securities pursuant to section 12 of the Securities Exchange Act of 1934. Give
the file number of the registration statement or, if the file number is unknown
or has not yet been assigned, give the date on which the registration statement
was filed: March 13, 2000
[ ] The company is relying on rule 12g-2 under the Securities Exchange Act of
1934 in lieu of filing a registration statement for a class of equity securities
under that Act.
The file number of the registration as an investment company
pursuant to section 8(a) of the Act, if any, of the company:
The file number of the registration as an investment company
pursuant to section 8(a) of the Act, if any, of any subsidiary of the company:
The undersigned company certifies that it is a closed-end
company organized under the laws of Delaware and with its principal place of
business in Texas; that it will be operated for the purpose of making
investments in securities described in sections 55(a)(1) through (3) of the
Investment Company Act of 1940; and that it will make available significant
managerial assistance with respect to issuers of such securities to the extent
required by the Act.
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Pursuant to the requirements of the Act, the undersigned
company has caused this notification of election to be subject to sections 55
through 65 of the Investment Company Act of 1940 to be duly signed on its behalf
in the city of Houston and state of Texas on the 1st day of May, 2000.
[SEAL]
MGi2, Inc.
By: /s/ Cary Grossman
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Cary Grossman
Chairman of the Board, Chief
Executive Officer and Chief
Financial Officer
Attest: /s/ Clifford E. McFarland
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Name: Clifford E. McFarland
Corporate Secretary
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