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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM N-54C
NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO
SECTION 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF 1940
FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT COMPANY ACT
The undersigned business development company hereby notifies the Securities
and Exchange Commission that it withdraws it election to be subject to sections
55 through 65 of the Investment Company Act of 1940 (the "Act"), pursuant to the
provisions for section 54 (c) of the Act and in connection with such notice of
withdrawal of election submits the following information:
Name: First Colonial Ventures, Ltd.
Address of principal business office: 6033 West Century Blvd., Suite 280
Los Angeles, CA 90045
Telephone Number: (310) 642-0200
Filed Number under the Securities Exchange Act of 1934: BDC 814-178
The company has changed the nature of its business so as to cease to be a
business development company, and such change was authorized by the vote of a
majority of its voting securities. The shareholders' meeting was held June 28,
1999. the number of hares voting in favor of the change was 8,999,997, with no
votes in opposition. The company will now be involved in the communications
industry.
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SIGNATURE
Pursuant to the requirements of the Act, the undersigned company has caused this
notification of withdrawal of election to be subject to sections 55 through 65
of the Act to be duly signed on its behalf in the city of Los Angeles and the
State of California on the 1st day of July, 1999.
First Colonial Ventures, Ltd.
By:/s/ Murray W. Goldenberg
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Murray W. Goldenberg
Attest:/s/ Leslie I. Handler
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Leslie I. Handler, Corporate Secretary
