NuSTATE ENERGY HOLDINGS, INC.
July 18, 2016
United States Securities and Exchange Commission
Mail Stop 3561
Washington, D.C. 20549
Mr. Andrew Mew
Senior Assistant Chief Accountant
Office of Transportation and Leisure
Division of Corporation Finance
RE: NuState Energy Holdings, Inc.
Form 10-K for the Fiscal Year Ended June 30, 2015
Filed April 11, 2016
Form 10-Q for the Quarterly Period Ended March 31, 2016
Filed May 16, 2016
File No. 0-25753
Dear Mr. Mew,
The Company is in receipt of the staff’s letter of comment dated June 30, 2016. Below is the Company’s response to such comments, which such responses are numbered consistent with the staff’s numbered comments. Contemporaneously, the Company has filed Amendment #1 to Form 10-Q for the Quarterly Period Ended March 31, 2016. The revisions in the Form 10-Q in response to the staff’s comments did not result in a restatement of our financial statements.
Form 10-Q for the Quarterly Period Ended March 31, 2016
Exhibits 31.1 and 31.2 Certifications
1. | Please revise the introduction to paragraph (4) to read as follows: “The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have…”. In addition, please insert as paragraph 4(b) the required language pertaining to your designing such internal control over financial reporting…for external purposes in accordance with generally accepted accounting principles.” Reference is made to the entirety of paragraph 4 of Item 601(b)(31) of Regulation S-K. This comment is also applicable to Exhibits 31.1 and 31.2 to your December 31, 2015 and September 30, 2015 Quarterly Reports on Form 10-Q. The quarterly reports should be amended to include in full, the interim financial statements under Item 1 and the controls and procedures section under Item 4 of the Form 10-Q. Please refer to analogous guidance in the Staff’s Compliance and Disclosure Interpretations (C&DI’s), Question No. 246.13 of Regulation S-K. |
401 E. Los Olas Boulavard, Suite 1400 Fort Lauderdale, FL 33301
NuSTATE ENERGY HOLDINGS, INC.
RESPONSE: The Company will amend Form 10-Q for the Quarterly Period Ended March 31, 2016 to include revised Exhibits 31.1 and 31.2 in conformance with your comment.
The management of NuState Energy Holdings, Inc. affirms its reporting responsibilities under Section 13(a) of the Securities Exchange Act of 1934, and that
● | the Company is responsible for the adequacy and accuracy of the disclosure in the filing; | |
● | staff comments on changes to disclosure in response to staff comments do not foreclose the Commission from taking any action with respect to the filing; and | |
● | the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
We trust the foregoing sufficiently responds to the staff’s comments.
If you have any questions regarding the foregoing, please call the undersigned at (803) 931-6377.
Very truly yours, | |
/s/ Kevin Yates | |
Kevin Yates, Chief Financial Officer |
cc: | Richard Edsall, Director, D’Arelli Pruzansky, P.A. |
401 E. Los Olas Boulavard, Suite 1400 Fort Lauderdale, FL 33301