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
November 5, 2012
Brandon Hill - (703) 813-6986
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. (the "Company"). Amendment No. 1
to the Company's proxy statement has been filed with the Commission. This letter
provides the Company's responses to the comments received from the staff by
letter dated August 22, 2012. The paragraph numbers in this letter correspond
with the numbered paragraphs in the staff's comment letter. The number under the
"page number" column indicates the page number in the amended proxy statement
where the response to the comment can be found.
Page Number
1. As explained in the Company's 8-K report filed on October
22, 2012, the Company has completed its acquisition of oil
and gas properties from a group of entities referred to as
"Nahanni". No preferred stock, or any securities convertible
into the Company's preferred stock, were used in connection
with the acquisition. The proxy statement has been modified
to disclose that the Company does not have any intentions,
plans or arrangements with respect to the issuance of any
additional shares of its preferred stock. 7
2. Comment complied with. 6
3. See response to Comment #1.
4. The Company believes that the acquisition of the oil and gas
properties from Nahanni will meet the significant subsidiary
test and the appropriate financial statements will be filed
in due course.
5. Comment complied with. 7
Very Truly Yours,
HART & TRINEN, L.L.P.
By /s/ William T. Hart
William T. Hart
WTH:tg