VIA
EDGAR TRANSMISSION
|
U.S.
Securities and Exchange Commission
100
F Street, NE
Washington,
D.C. 20549
|
File
No. 333-135437
Ladies
and Gentlemen:
On
behalf
of Novastar Resources, Ltd. (the “Company”), we are filing Amendment No. 4 to a
Registration Statement on Form SB-2 (the “SB-2 Registration Statement”) relating
to the registration of 124,131,455 shares
of
the Company’s Common Stock consisting
of (i) 67,617,245 shares of our common stock issued pursuant to private
placements that were completed on November 23, 2005, February 14, 2006 and
May
4, 2006, (ii) 49,972,078 shares of our common stock and 107,500 shares of
common stock underlying common stock purchase warrants that have been issued
to
consultants of the Company or that have been issued on the effective date of
the
Merger to persons who were affiliates of Thorium Power prior to the
Merger and (iii) 4,399,180 shares of common stock and 2,199,590 shares of
common stock underlying common stock purchase warrants, the maximum number
of
securities that could be due pursuant to the liquidated damages provisions
of a
registration rights agreement entered into pursuant to the May 4, 2006 private
placement.
On
October, 2, 2006, we filed, on behalf of the Company, Amendment No. 4 to the
SB-2 Registration Statement. Subsequent to the filing, we were informed of
certain errors relating to the number of shares noticed for certain entities
listed in the Selling Stockholders Table, which begins on page 55 of the
document. This Amendment No. 4 to the SB-2 Registration Statement merely
corrects the numbers and entities listed, as well as all other numbers within
the document that change as a result thereof.
The
changes to the Selling Stockholders Table are as follows:
| o |
The
shares for Mark Mamolen have increased from 11,530,025 to
11,628,175;
|
| o |
The
shares for Thunder Investors, LLC have increased from 23,946,975 to
24,150,825;
|
| o |
7,407,114
shares held by Craig Robins have been removed from the SB-2 Registration
Statement; and
|
| o |
10,989,543
shares have been added for Gilliette
Lee Chukat and/or Annette M. Radkowsky.
|
Other
than the foregoing, and corresponding changes throughout the SB-2 Registration
Statement, no material changes have been made.
Should
you have any questions regarding the Company’s SB-2 Registration Statement or
the Company’s proposed S-4 Registration Statement, please contact the
undersigned.
Very
truly yours,
/s/
Louis
A. Bevilacqua
Louis
A.
Bevilacqua
Thelen Reid & Priest
LLP
Attorneys At Law
202-508-4281