HART & TRINEN, LLP
                                ATTORNEYS AT LAW
                             1624 Washington Street
                                Denver, CO 80203
William T. Hart, P.C.              ________           Email:  harttrinen@aol.com
Donald T. Trinen                                      Facsimile:  (303) 839-5414
                                  (303) 839-0061
--

Will Hart
                                 August 16, 2012

Brandon Hill
Division of Corporation Finance
Securities and Exchange Commissions
100 F Street Northeast
Washington D.C.  20549

      Re:   EFL Overseas, Inc.

     This office  represents  EFL  Overseas,  Inc.  With  respect to the staff's
letter dated August 7, 2012, you are correct in that the Company does not intend
to provide  security  holders with an  opportunity to vote on any share purchase
agreement  regarding  the  potential  acquisition  of Nahanni's  interest in the
Kotaneelee Gas Project since there is no share purchase agreement in existence.

     As disclosed in the  preliminary  proxy  statement,  the Company only has a
letter of intent  with  Nahanni.  Since the terms of the  transaction  are still
being negotiated,  there is no point in requesting the Company's shareholders to
approve the acquisition when a definitive  agreement relating to the acquisition
has not been signed and the final  terms of the  acquisition  may be  materially
different from the terms of the letter of intent.

     Although the Company has furnished the information  required by Items 11(c)
and 11(d),  the Company cannot furnish the  information  specified in Item 11(b)
since the terms of any  preferred  stock which may be issued in the  transaction
have not been determined.

     Since the terms of the transaction have not been finalized, the acquisition
may  not  meet  the  significant  subsidiary  test  and  Item  13(a)  may not be
applicable.

     The information  required by most items of Regulation  M-A,  including Item
1001 and Item 1004,  cannot be provided since the terms of the transaction  have
not yet been agreed upon.

     Based upon the foregoing,  the disclosures  required by Items 11, 13 and 14
of Schedule 14A are not applicable.

     Please  contact the  undersigned  if you have any  questions  regarding the
foregoing.

                                Very Truly Yours,

                                HART & TRINEN, L.L.P.

                                By /s/ William T. Hart

                                   William T.  Hart