FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
GRAE SETH
   2. Issuer Name and Ticker or Trading Symbol
Thorium Power, Ltd [THPW.OB] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
President and CEO
(Last)
(First)
(Middle)
1249 BEVERLY ROAD		 3. Date of Earliest Transaction (Month/Day/Year)
10/06/2006
(Street)

MCLEAN, VA 22101		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)		 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)		 4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)		 5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10/06/2006   J(1)   8,039,390 A $ 0 14,039,390 D  
Common Stock 09/28/2006   D(2)   2,000,000 D $ 0.31 12,039,390 D  
Common Stock 11/01/2006   P   30,000 A $ 0.299 12,069,390 I Wife

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)		 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)		 5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)		 6. Date Exercisable and Expiration Date
(Month/Day/Year)		 7. Title and Amount of Underlying Securities
(Instr. 3 and 4)		 8. Price of Derivative Security
(Instr. 5)		 9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Compensatory Stock Option $ 0.39 10/06/2006   J(3)   1,486,412   10/06/2006 01/31/2006 Common Stock 1,486,412 $ 0 12,530,582 D  
Compensatory Stock Option $ 0.156 10/06/2006   J(4)   3,844,170   10/06/2006 08/17/2010 Common Stock 3,844,170 $ 0 12,530,582 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
GRAE SETH
1249 BEVERLY ROAD
MCLEAN, VA 22101		   X     President and CEO  

Signatures

 /s/ Seth Grae   11/03/2006
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Mr. Grae held an aggregate of 313,698 shares of Thorium Power Inc. prior to a merger between Thorium Power Inc and Novastar Resources Ltd (now Thorium Power, Ltd.). Pursuant to the merger agreement, each share of Thorium Power Inc. was converted into 25.628 shares of Novastar Resources Ltd. Accordingly, on October 6, 2006, Mr. Grae received 8,039,390 shares of the issuer's common stock as merger consideration.
(2) The issuer redeemed 2,000,000 shares from Mr. Grae on September 28, 2006. The proceeds of this redemption were paid directly to federal and/or state taxing authorities to cover Mr. Grae's tax liability relating to the original grant of 5,000,000 shares to Mr. Grae pursuant to his employment agreement dated February 14, 2006.
(3) Mr. Grae held an aggregate of 58,000 compensatory stock option (exercise price of $10) of Thorium Power Inc. prior to a merger between Thorium Power Inc and Novastar Resources Ltd (now Thorium Power, Ltd.). Pursuant to the merger agreement, each option of Thorium Power Inc. with a exercise price of $10 was converted into 25.628 options of Novastar Resources Ltd. with a exercise price of $0.39 Accordingly, on October 6, 2006, Mr. Grae received options to purchase 1,486,412 shares of the issuer's common stock at $0.39 per share as merger consideration.
(4) Mr. Grae held an aggregate of 150,000 compensatory stock option (exercise price of $4) of Thorium Power Inc. prior to a merger between Thorium Power Inc and Novastar Resources Ltd (now Thorium Power, Ltd.). Pursuant to the merger agreement, each option of Thorium Power Inc. with a exercise price of $4 was converted into 25.628 options of Novastar Resources Ltd. with a exercise price of $0.156 Accordingly, on October 6, 2006, Mr. Grae received options to purchase 3,844,170 shares of the issuer's common stock at $0.156 per share as merger consideration.

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