SC 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on November 6, 2006
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
(Rule
13d-102)
Information
Statement Pursuant to Rules 13d-1 and 13d-2
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
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Thorium
Power, Ltd.
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(Name
of Issuer)
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|
|
Common
Stock, par value $0.001 per share
|
|
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(Title
of Class of Securities)
|
|
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885183103
|
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(CUSIP
Number)
|
|
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October 6,
2006
|
|
|
Date
of Event Which Requires Filing of the
Statement
|
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Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
¨ Rule
13d-1(b)
x Rule
13d-1(c)
¨ Rule
13d-1(d)
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
Page
1
of 7
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Cusip
No.
885183103
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13G
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Page
2
of 7 Pages
|
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1.
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NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thunder
Investors, L.L.C.
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2.
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CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
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3.
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SEC
USE ONLY
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||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
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5.
|
SOLE
VOTING POWER
0
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|
|
6.
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SHARED
VOTING POWER
22,626,263
shares of common stock
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||
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7.
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SOLE
DISPOSITIVE POWER
0
|
||
|
8.
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SHARED
DISPOSITIVE POWER
22,626,263
shares of common stock
|
||
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9.
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AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,626,263
shares of common stock
|
||
|
10.
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CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES ¨
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||
|
11.
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PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
7.6% based upon 296,114,497 outstanding shares of the Issuer’s common
stock as set forth in the Issuer’s registration statement on Form SB-2/A
filed on October 4, 2006.
|
||
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12.
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TYPE
OF REPORTING PERSON
OO
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Page
2
of 7
|
Cusip
No.
885183103
|
13G
|
Page 3
of 7 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thomas
Dykstra
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||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) x
(b) ¨
|
||
|
3.
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SEC
USE ONLY
|
||
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
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||
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
22,626,263
shares of common stock
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
22,626,263
shares of common stock
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
22,626,263
shares of common stock
|
||
|
10.
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN
SHARES ¨
|
||
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
Approximately
7.6% based upon 296,114,497 outstanding shares of the Issuer’s common
stock as set forth in the Issuer’s registration statement on Form SB-2/A
filed on October 4, 2006.
|
||
|
12.
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TYPE
OF REPORTING PERSON
IN
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Page
3
of 7
|
Cusip
No.
885183103
|
13G
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Page 4
of 7 Pages
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Item
1(a)
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Name
of Issuer: THORIUM
POWER, LTD.
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Item
1(b)
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Address
of Issuer’s Principal Executive Offices:
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8300
Greensboro Drive
Suite
800
McLean,
VA 22102
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Item
2(a)
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Name
of Person Filing
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Item
2(b)
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Address
of Principal Business Office
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Item
2(c)
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Citizenship
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Thunder
Investors, L.L.C.
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10
South Wacker Drive
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Suite
1860
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Chicago,
Illinois 60606
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Delaware
limited liability company
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Thomas
Dykstra
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10
South Wacker Drive
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Suite
1860
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Chicago,
Illinois 60606
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U.S.
Citizen
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2(d)
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Title
of Class of Securities:
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Common
Stock, par value $0.001 per share
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2(e)
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CUSIP
Number:
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885183103
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Item
3 If
this
statement is filed pursuant to Rules 13d-1(b), or 13d-2(b) or (c), check
whether
the person filing is a:
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(a)
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[__]
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Broker
or dealer registered under Section 15 of the Exchange Act;
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(b)
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[__]
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Bank
as defined in Section 3(a)(6) of the Exchange Act;
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(c)
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[__]
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Insurance
company as defined in Section 3(a)(19) of the Exchange Act;
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(d)
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[__]
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Investment
company registered under Section 8 of the Investment Company
Act;
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(e)
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[__]
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An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
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Page
4
of 7
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Cusip
No.
885183103
|
13G
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Page 5
of 7 Pages
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(f)
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[__]
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An
employee benefit plan or endowment fund in accordance with
Rule
13d-1(b)(1)(ii)(F);
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(g)
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[__]
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A
parent holding company or control person in accordance with
Rule
13d-1(b)(1)(ii)(G);
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(h)
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[__]
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A
savings association as defined in Section 3(b) of the Federal
Deposit
Insurance Act;
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(i)
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[__]
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A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company Act;
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(j)
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[__]
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Group,
in accordance with Rule 13d-1(b)(1)(ii)(J).
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Item
4
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Ownership:
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THUNDER
INVESTORS, L.L.C.
THOMAS
DYKSTRA
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(a)
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Amount
beneficially owned:
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22,626,263
shares of common stock.
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(b)
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Percent
of Class:
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Approximately
7.6% based upon 296,114,497 outstanding shares of the Issuer’s common
stock as set forth in the Issuer’s registration statement on Form SB-2/A
filed on October 4, 2006.
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||
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(c)
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Number
of shares as to which such person has:
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(i)
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sole
power to vote or to direct the vote:
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0
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(ii)
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shared
power to vote or to direct the vote:
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22,626,263
shares of common stock
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(iii)
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sole
power to dispose or to direct the disposition of:
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0
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(iv)
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shared
power to dispose or to direct the disposition of:
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22,626,263
shares of common stock
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Item
5
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Ownership
of Five Percent or Less of a Class:
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Page
5
of 7
|
Cusip
No.
885183103
|
13G
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Page 6
of 7 Pages
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Not
Applicable.
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Item
6
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Ownership
of More than Five Percent on Behalf of Another Person:
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Not
Applicable.
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Item
7
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Identification
and Classification of the Subsidiary which Acquired the Security
Being
Reported on by the Parent Holding Company:
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Not
Applicable.
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Item
8
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Identification
and Classification of Members of the Group:
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Not
Applicable.
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Item
9
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Notice
of Dissolution of Group:
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Not
Applicable.
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Item
10
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Certification:
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By
signing below I certify that, to the best of my knowledge and belief,
the
securities referred to above were not acquired and are not held for the
purpose
of or with the effect of changing or influencing the control of the issuer
of
the securities and were not acquired and are not held in connection with
or as a
participant in any transaction having that purpose or effect.
Page
6 of
7
|
Cusip
No.
885183103
|
13G
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Page 7
of 7 Pages
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After
reasonable inquiry and to the best of its knowledge and belief,
the undersigned
certify that the information set forth in this statement is true,
complete and
correct.
Dated
this 6th day of November, 2006
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THUNDER
INVESTORS, L.L.C.
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By:
/s/
Thomas Dykstra
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Name:
Thomas Dykstra
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Its:
President and Treasurer
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By:
/s/
Thomas Dykstra
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Thomas
Dykstra
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Page
7 of
7