NOVASTAR
RESOURCES LTD.
8300
Greensboro Drive, Suite 800
McLean,
VA 22102
(800)
685-8082
October
2, 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. 2 to Registration Statement on Form SB-2
Filed
August 9, 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) presented to the Company orally
following the filing of the above referenced registration statement (the
Registration Statement).
For
the
convenience of the Staff, a summary of the the Staff’s oral comment 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.
We
were requested to remove the words “deemed to be” from the following sentence
found on page 54 of the Registration Statement:
“All
persons who are identified as registered broker-dealers or affiliates of
registered broker-dealers in the footnotes to the table below are deemed
to be
underwriters of the securities listed in the table below opposite their
respective names.” (emphasis added)
Novastar
Response: We
have
removed the words “deemed to be” from the specified sentence. The sentence now
reads:
“All
persons who are identified as registered broker-dealers or affiliates of
registered broker-dealers in the footnotes to the table below are underwriters
of the securities listed in the table below opposite their respective names.”
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