Reply Attention of | William L. Macdonald |
Direct Tel. | 604.643.3118 |
EMail Address | wlm@cwilson.com |
Our File No. | 23747-1 / CW1459241.1 |
October 11, 2007
Securities and Exchange Commission
Division of Corporate Finance
100 F Street North East, Mailstop 7010
Washington, DC 20549
Attention: | H. Roger Schwall, Assistant Director |
Dear Sir:
Re: Eden Energy Corp. (the “Company”)
Post Effective Amendment No. 1 to Registration Statement on Form SB-2
Filed September 12, 2007
Your File No. 333-132956 |
Thank you for the copy of your letter dated October 4, 2007 with your comments on the Company's Post Effective Amendment No. 1 to Registration Statement on Form SB-2, filed September 12, 2007. For your ease of reference, our responses to your comments are numbered in a corresponding manner:
Form SB-2 filed September 12, 2007
1. | The Amended Registration Statement has been revised to provide additional disclosure in regards to the agreement with the Starlight companies. The Company confirms that the letter agreement dated August 31, 2007 is the only and is the definitive agreement between the parties and the disclosure has been corrected to clarify this. |
Undertakings
2. | The undertaking required by Item 512(g)(2) of Regulation S-B has been included in the Amended Registration Statement. |
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Exhibit 5.1
3. | A revised legal opinion has been filed as Exhibit 5.1, that specifically refers to the statutory provisions, the Nevada constitution, and reported judicial decisions in regards to the corporate laws of the State of Nevada. |
We look forward to the receipt of any further comments which you may have in regard to the Amended Form SB-2 shortly. Should you have any questions, please do not hesitate to contact the writer.
Yours truly,
CLARK WILSON LLP
Per: /s/ William L. Macdonald
William L. Macdonald
Encl.
WLM/mll
CW1459241.1
