NOVASTAR
RESOURCES LTD.
8300
Greensboro Drive, Suite 800
McLean,
VA 22102
(800)
685-8082
August
9,
2005
Carmen
Mondada-Terry
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F
Street, NE
Washington,
DC 20549-7010
|
Re:
|
Novastar
Resources Ltd.
|
Amendment
No. 2 to the Registration Statement on Form SB-2
Filed
August 9, 2006, File No. 333-135437
Dear
Ms.
Mondada-Terry:
Pursuant
to Rule 461 under the Securities Act of 1933, as amended, Novastar Resources
Ltd. (the “Company”) hereby respectfully requests that the Securities and
Exchange Commission accelerate the effectiveness of the above-referenced
Registration Statement and declare such Registration Statement effective at
10:00 a.m. (Eastern Time) on Friday, August 11, 2006, or as soon thereafter
as
practicable.
We
acknowledge that a declaration by the Securities and Exchange Commission or
the
staff, acting pursuant to delegated authority, that the filing is effective
does
not foreclose the Commission from taking any action with respect to the filing.
We further acknowledge that such a declaration of effectiveness does not relieve
the Company from our full responsibility for the adequacy and accuracy of the
disclosure in the filing. We understand that we may not assert staff comments
to
the registration statement or the declaration of effectiveness by the Commission
as a defense in any proceeding initiated by the Commission or any person under
the federal securities laws of the United States.
In
making
this request for acceleration, we are aware of our respective responsibilities
under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
they
relate to the proposed public offering of the securities specified in the above
registration statement. We have reviewed Rules 460 and 461 under the Securities
Act regarding requesting acceleration of a registration statement, and we
believe we are in compliance with those Rules.
We
believe that our prospectus complies with the plain English principles set
forth
in the revisions to Rule 421 of Regulation C. Additionally, the Company and
the
management, who are responsible for the accuracy and adequacy of the disclosure
in the registration statement, are certain that they have provided all
information investors require for an informed decision with respect to the
registered securities.
Very
truly yours,
NOVASTAR
RESOURCES LTD.
By:
/s/
Seth Grae
Seth
Grae
Chief
Executive Officer