Securities Exchange Act of 1934
Rule 12h-6

May 7, 2014

Response of the Office of International Corporate Finance
Division of Corporation Finance

Based on the facts presented, the Division’s views are as follows.
Capitalized terms have the same meanings as defined in your letter.

The Division will not recommend to the Commission that it object to the filing by the Company of a Form 15F in reliance on Exc hange Act Rule 12h-6 to terminate its reporting obligations under Section 15(d) of the Exchange Act, notwithstanding the fact that the Company has not been a reporting company for a period of 12 months and has not filed at least one annual report. In reaching this position, we particularly note that:

• no securities were sold or issued under the Registration Statements, and the Company has withdrawn the Registration Statements pursuant to Rule 477 under the Securities Act;
   
• Nasdaq has withdrawn its certification of approval to the listing of the ADSs; and
   
• prior to the effective date of the Registration Statements, the Company was exempt from registration under Section 12(g) of the Exchange Act pursuant to Exchange Act Rule 12g3-2(a), and currently continues to have fewer than 300 U.S. resident holders as required by Rule 12g3-2(a)

These positions are based on the representations made to the Division in your letter. Different facts or conditions might require different conclusions.

Incoming Letter:

The Incoming Letter is in Acrobat format.

http://www.sec.gov/divisions/corpfin/cf-noaction/2014/sundanceenergy-12h6-050714.htm