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 "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:

                             AVENTURA HOLDINGS, INC.
                (Name of Registrant As Specified In Its Charter)

           2650 Biscayne Boulevard, First Floor, Miami, Florida 33137
                    (Address of principal executive offices)

                                 (305) 937-2000
                           (Issuer's telephone number)


                        COMMISSION FILE NUMBER 814-00703


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

On  March  15,  2005, the Company filed with the SEC a Form N-54 stating that we
were  electing  to  be  regulated  as  a  BDC  under the Investment Company Act.
Our  status  as  a  BDC  would  have  allowed us to raise the additional capital
necessary  to  implement  this  as  part  of our business plan, in that business
development  companies  are  permitted  to issue in any 12-month period, without
registration  under  the Securities Act, shares with an aggregate offering price
of  up  to  $5,000,000. With this in mind, on April 22, 2005 we filed a Form 1-E
under  the  Securities  Act  notifying  the SEC of our intent to sell under this
exemption up to $5,000,000 of our common stock; on March 24, 2006, we filed Form
2-E with the SEC reporting share issuance activity under 1-E and the termination
of  our  offering.

In  April  and  July, 2005, the SEC notified us that they considered the Company
not  to  be  in  compliance  with  various  reporting  and  capital  structure
requirements of the Investment Company Act.  Furthermore SEC staff indicated and
current management agrees that the Company is not an appropriate candidate to be
a  BDC.  In  May,  2006  the  Company  formally  responded  to  SEC  inquiries
acknowledging  the  following inadequacies that caused the Company to be outside
Business  Development  Company  compliance:

1.     activity  of  management
2.     disclosure  controls  and  procedures
3.     Board  composition
4.     compliant  filings
5.     officer  compensation
6.     compliance  with  asset  coverage  requirements
7.     issuance  of  shares  for  services

Our  board  determined  that  as  a  Business  Development Company, we could not
conform  and  operate  in  a  manner  in  which  we desire.  Accordingly, it was
determined  that it is no longer feasible to operate as a BDC.   The appropriate
course  of action is to withdraw our election to be regulated as a BDC under the
Investment  Company  Act of 1940 by filing a Form N-54C with the SEC. By written
consent,  shareholders owning shares representing a majority of our voting power
authorized  us  to  take  this action.  After withdrawal of Business Development
Company  status  Aventura's operations will be managed as an operating reporting
public  company  subject  to  the  Securities  Exchange Act of 1934.  We will no
longer  conduct  business  as  an  investment  company.

The  Company  held a special meeting of stockholders on Monday April 24, 2006 at
which  the  majority of the outstanding voting shares of common stock, par value
$.001  per share, (the "common stock") entitled to vote, were present in person,
by  telephone  or by proxy.  2,005,000,000 shares of common stock of the Company
voted in favor of the proposal to withdraw the Company's  election to be treated
as  a  Business  Development  Company  under  the Act, 0 shares of common  stock
voted  against  such  proposal.  The  affirmative vote of (a) 67% or more of the
shares  of  Common Stock present (in person or by proxy) at the special meeting,
or  (b)  more  than  50% of the outstanding shares of common stock, whichever is
less,  was  required  to  approve  this  proposal.  Accordingly,  the  proposal
received  more  than  the  vote  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.

                             AVENTURA HOLDINGS, INC.



                           May 15, 2006          By:     /s/  Craig  A.  Waltzer
                                                         -----------------------
                                                              Craig  A.  Waltzer
                                                      Chief  Executive  Officer,
                                                       President,  and  Director