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
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Will Hart
December 7, 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. (the "Company"). Amendment No. 2
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 November 8, 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. Comment complied with. 6
2. Comment complied with. However, the Company is only able to make
reasonably accurate estimates for a three-year period. Please note that the
capital requirements for the KGP are estimates and are based upon a number of
factors, including; 6
o the number of wells the Company elects to drill and the
time the Company elects to drill these wells. The Company is under
no obligation to drill any wells on the KGP.
o With respect to the Company's indemnification obligations,
these obligations will arise when the KGP plant is closed. However,
it is not likely that the plant will be closed as long as the Company is
able to process gas at a profit. At the time the plant is closed, the
Company, should it own the plant at that time, will be required to
plug all wells, dismantle and dispose of the plant and its related
equipment, and remediate any environmental problems where the plant
was located. Since the plant will likely stay in operation until it is
no longer profitable, the date when the environmental obligations
arise may not be in our lifetimes.
1
o The Company's capital requirements may be reduced if the
Company finds an industry partner is willing to drill wells on
the KGP on a farm-out basis. In that case, the industry partner
will pay the drilling and/or completion costs in return for a working
interest in the project.
o If the Company at some point elects to sell its interest in
the KGP, any environmental obligations associated with closing the plant
will be borne by the purchaser of the Company's working interest.
In the third sentence of this comment, we note your
statement "if shareholders did not approve an increase in your
authorized common and preferred stock." The Company's officers and
directors, and the Company's principal shareholders, which are
controlled by two of the Company's officers and directors,
plan to approve the increase in the Company's authorized
capitalization. These shareholders own enough shares to approve the
increase in the Company's authorized capitalization even if every other
shareholder of the Company votes against the proposal. Accordingly,
the proposal to increase the Company's authorized capitalization
will be approved by the requisite vote of the Company's shareholders.
3. As disclosed in the Company's 8-K report dated October 17,
2012, the Company has completed the acquisition of its working
interest in the KGP. The acquisition is not contingent on any future
events. The Company's acquisition is complete even if the Company
never raises another dime from the sale of its securities. Since
the acquisition is complete, none of the Company's common or preferred
stock will be used in connection with any of the transactions
described in Item 14(a) of Schedule 14A.
We did not find any statement in the Company's preliminary
proxy statement to the effect that shares of the Company's common
stock are needed to "fund the Nahanni acquisition." Although the
Company may need capital to drill and complete wells, the Nahanni
acquisition is complete.
Very Truly Yours,
HART & TRINEN, L.L.P.
By /s/ William T. Hart
William T. Hart