Unassociated Document
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM N-54C

NOTIFICATION OF WITHDRAWAL OF ELECTION TO BE SUBJECT TO
SECTIONS 55 THROUGH 65 OF THE INVESTMENT COMPANY ACT OF
1940 FILED PURSUANT TO SECTION 54(c) OF THE INVESTMENT
COMPANY ACT OF 1940

The undersigned business development company hereby notifies the Securities and Exchange Commission that it withdraws its election to be subject to sections 55 through 65 of the Investment Company Act of 1940 (the "Investment Company Act" ), pursuant to the provisions of section 54(c) of the Investment Company Act, and in connection with such notice of withdrawal of election submits the following information:

DOUBLE EAGLE HOLDINGS, LTD.
(Name of Registrant As Specified In Its Charter)

7633 E 63rd Place, Suite 220
Tulsa, OK  74133
(Address of principal executive offices)

(918) 461-1667
(Issuer's telephone number)


COMMISSION FILE NUMBER 814-00742

 
Double Eagle Holdings, Ltd. (the "Company") is withdrawing its election under section 54(a) of the Investment Company Act on the following basis for filing this Notification of Withdrawal:

Based upon the Company desiring to focus its efforts on its current business ventures, it has determined that withdrawing its election is in the best interest of its shareholders. In addition, the SEC has notified the Company, that they believed the Company was not in compliance with various requirements of the Investment Company Act. While the Company believes that it could be feasible to operate as a BDC, with the present financial market conditions it will be difficult for the Company to raise the capital to cover the compliance cost balanced against the opportunity to focus on our current majority owned business and focus the Company’s resources and capital to exploiting that business, it justified presenting the matter to certain shareholders who agreed that the appropriate course of action would be to withdraw the Company’s election to be regulated as a BDC under the Investment Company Act by filing a Form N-54C with the SEC and those shareholders, holding a majority of the voting shares of the Company did, by written consent, authorized the Company to take this action. 
 
On December 15, 2008, the holders of an aggregate of 25,410,305 shares of Common Stock representing approximately 50.23% of the total shares of the Company’s outstanding common stock entitled to vote on the matter, consented in writing without a meeting and therefore evidenced a vote in favor of the proposal to withdraw the Company's election to be treated as a business development company under the Investment Company Act. The affirmative vote of more than 50% of the outstanding shares of common stock was required to approve this proposal. Accordingly, the proposal received more than the votes required for approval.

SIGNATURE:

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
DOUBLE EAGLE HOLDINGS, LTD.
a Nevada Corporation
  
       
January 20, 2009
By:
/s/ M.E. “Hank” Durschlag 
  
   
M.E. “Hank” Durschlag 
  
   
Chief Executive Officer