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 "Act"), pursuant to
the
provisions of section 54(c) of the Act, and
in connection with such notice of withdrawal of election
submits the following information:
HYDROFLO,
INC.
2501
Reliance Avenue
(919)
355-1222
HydroFlo,
Inc. (the "Company") states the following basis for filing this notification
of
withdrawal: 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
outstanding voting securities. The vote was
held at a special Meeting of Shareholders on January 19, 2007, and, of the
Company's 335,751,099 outstanding shares of Common Stock, par value $0.039
per
share, 184,633,104 shares were voted in favor of the change and zero shares
were
voted against the change.
The
Company now carries on a water systems treatment business, which it conducts
through subsidiaries and controlled companies. The Company will file
reports under Section 15(d) of the Securities Exchange Act of 1934, but will
be
managed so that it will not be subject to the provisions of the Investment
Company Act of 1940.
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 Apex and the state
of
North Carolina on the 2nd day of July, 2007.
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[SEAL]
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HYDROFLO,
INC.
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George
A. Moore, III, President and
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Chief
Executive Officer
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Attest:
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/s/
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Deanna
S. Brit
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,
Secretary
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