NOVASTAR
RESOURCES LTD.
8300
Greensboro Drive, Suite 800
McLean,
VA 22102
(800)
685-8082
August
9,
2006
Carmen
Mondada-Terry
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F
Street, NE
Washington,
DC 20549
|
Re:
|
Novastar
Resources Ltd.
|
Amendment
No. 1 to Registration Statement on Form SB-2
Filed
July 3, 2006 File No. 333-137437
Dear
Ms.
Mondada-Terry:
On
behalf
of Novastar Resources Ltd. (Novastar or the Company), we hereby submit
Novastar’s responses to the comments of the staff (the Staff) of the Securities
and Exchange Commission (the Commission) set forth in the Staff’s letter, dated
July 17, 2006, providing the Staff’s comments with respect to the above
referenced registration statement (the Registration Statement).
For
the
convenience of the Staff, each of the Staff’s comments is included and is
followed by the corresponding response of Novastar. References in this letter
to
“we”, “us” and “our” refer to Novastar unless the context indicates otherwise.
Selling
Stockholders, page 54
1.
Expand
the Selling Stockholders table to include the natural persons with power to
vote
or to dispose of the securities offered for resale by the entities that are
listed as selling stockholders. If more than one holder is listed as beneficial
owner for the same securities, include explanatory text or footnotes. See
Interpretation 4S of the Regulation S-K portion of the March 1999 supplement
to
the CF telephone interpretation manual.
Novastar
Response: We
have
listed the natural persons with power to vote or to dispose of the securities
offered for resale by the entities listed as selling stockholders in the
footnotes accompanying the respective entities.
Item
28 Undertakings
2.
Identify all selling stockholders who are registered broker-dealers or
affiliates of registered broker-dealers.
Novastar
Response:
We have
identified each registered broker-dealer or affiliate of a registered
broker-dealer as requested. Further, as stated in the registration statement,
unless otherwise specified in the footnotes to the selling stockholder table,
none of the selling stockholders is a registered broker-dealer or an affiliate
of a registered broker-dealer.
If
you
would like to discuss any of the responses to the Staff’s comments or if you
would like to discuss any other matters, please contact the undersigned at
800.685.8082 or Louis A. Bevilacqua, Esq. of Thelen Reid & Priest LLP, our
outside special securities counsel at (202) 508-4281.
Sincerely,
Novastar
Resources Ltd.
By:
/s/
Seth Grae_____________
Seth
Grae
Chief
Executive Officer