SC 13G/A: Statement of Beneficial Ownership by Certain Investors
Published on January 17, 2007
|
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)*
|
|
Thorium
Power, Ltd.
|
|
(Name
of Issuer)
|
|
Common
Stock, par value $0.001 per share
|
|
(Title
of Class of Securities)
|
|
885183103
|
|
(CUSIP
Number)
|
|
December
31, 2006
|
|
Date
of Event Which Requires Filing of the Statement
|
Check
the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
o Rule
13d-1(b)
x Rule
13d-1(c)
o 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
|
Cusip
No.
885183103
|
13G
|
Page
2 of
7 Pages
|
|
1.
|
NAME
OF REPORTING PERSON
S.S.
OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Thunder
Investors, L.L.C.
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
limited liability company
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
10,903,376
shares of common stock
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
10,903,376
shares of common stock
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,903,376
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
3.7% based upon 293,950,604 outstanding shares of the Issuer’s common
stock as October 11, 2006 as set forth in the Issuer’s Form 10QSB filed on
November 9, 2006.
|
||
|
12.
|
TYPE
OF REPORTING PERSON
OO
|
||
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
|
||
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
x
(b)
o
|
||
|
3.
|
SEC
USE ONLY
|
||
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
U.S.
Citizen
|
||
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH
|
5.
|
SOLE
VOTING POWER
0
|
|
|
6.
|
SHARED
VOTING POWER
10,903,376
shares of common stock
|
||
|
7.
|
SOLE
DISPOSITIVE POWER
0
|
||
|
8.
|
SHARED
DISPOSITIVE POWER
10,903,376
shares of common stock
|
||
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,903,376
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
3.7% based upon 293,950,604 outstanding shares of the Issuer’s common
stock as October 11, 2006 as set forth in the Issuer’s Form 10QSB filed on
November 9, 2006.
|
||
|
12.
|
TYPE
OF REPORTING PERSON
IN
|
||
Page
3 of 7
|
Cusip
No.
885183103
|
13G
|
Page 4
of
7 Pages
|
Explanatory
Note: This Amendment No. 1 to Schedule 13G amends the Schedule 13G filed by
the
reporting persons on November 6, 2006. The Schedule 13G filed by the reporting
persons on November 6, 2006, while inadvertently labeled as an amendment,
constitutes the original Schedule 13G.
Item
1(a) Name
of
Issuer: THORIUM
POWER, LTD.
Item
1(b) Address
of Issuer’s Principal Executive Offices:
8300
Greensboro Drive
Suite
800
McLean,
VA 22102
Item
2(a) Name
of
Person Filing
Item
2(b) Address
of Principal Business Office
Item
2(c) Citizenship
|
Thunder
Investors, L.L.C.
|
|
|
10
South Wacker Drive
|
|
|
Suite
1860
|
|
|
Chicago,
Illinois 60606
|
|
|
Delaware
limited liability company
|
|
|
Thomas
Dykstra
|
|
|
10
South Wacker Drive
|
|
|
Suite
1860
|
|
|
Chicago,
Illinois 60606
|
|
|
U.S.
Citizen
|
2(d) Title
of
Class of Securities:
Common
Stock, par value $0.001 per share
2(e) CUSIP
Number: 885183103
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:
|
(a)
|
[__]
|
Broker
or dealer registered under Section 15 of the Exchange
Act;
|
|
(b)
|
[__]
|
Bank
as defined in Section 3(a)(6) of the Exchange
Act;
|
|
(c)
|
[__]
|
Insurance
company as defined in Section 3(a)(19) of the Exchange
Act;
|
|
(d)
|
[__]
|
Investment
company registered under Section 8 of the Investment Company
Act;
|
Page
4 of 7
|
Cusip
No.
885183103
|
13G
|
Page
5 of
7 Pages
|
|
(e)
|
[__]
|
An
investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E);
|
|
(f)
|
[__]
|
An
employee benefit plan or endowment fund in accordance with Rule
13d-1(b)(1)(ii)(F);
|
|
(g)
|
[__]
|
A
parent holding company or control person in accordance with Rule
13d-1(b)(1)(ii)(G);
|
|
(h)
|
[__]
|
A
savings association as defined in Section 3(b) of the Federal Deposit
Insurance Act;
|
|
(i)
|
[__]
|
A
church plan that is excluded from the definition of an investment
company
under Section 3(c)(14) of the Investment Company
Act;
|
|
(j)
|
[__]
|
Group,
in accordance with Rule
13d-1(b)(1)(ii)(J).
|
Item
4 Ownership:
THUNDER
INVESTORS, L.L.C.
THOMAS
DYKSTRA
(a)
Amount
beneficially owned:
10,903,376 shares of common stock.
(b)
Percent
of Class:
Approximately
3.7% based upon 293,950,604 outstanding shares of the Issuer’s common stock as
October 11, 2006 as set forth in the Issuer’s Form 10QSB filed on November 9,
2006.
|
(c)
|
Number
of shares as to which such person
has:
|
(i)
sole
power to vote or to direct the vote:
|
0
|
(ii)
shared
power to vote or to direct the vote:
10,903,376 shares of common stock
(iii)
sole
power to dispose or to direct the disposition of:
|
0
|
(iv) shared
power to dispose or to direct the disposition of:
10,903,376
shares of common stock
Page
5 of 7
|
Cusip
No.
885183103
|
13G
|
Page 6
of
7 Pages
|
Item
5
Ownership
of Five Percent or Less of a Class:
If
this
statement is being filed to report the fact that as of the date hereof the
reporting person has ceased to be the beneficial owner of more than five percent
of the class of securities, check the following:x
Item
6
Ownership
of More than Five Percent on Behalf of Another Person:
Not
Applicable.
Item
7
Identification
and Classification of the Subsidiary which Acquired the Security Being Reported
on by the Parent Holding Company:
Not
Applicable.
Item
8
Identification
and Classification of Members of the Group:
Not
Applicable.
Item
9
Notice
of
Dissolution of Group:
Not
Applicable.
Item
10
Certification:
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
|
Page 7
of
7 Pages
|
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 17th day of January, 2007
|
THUNDER
INVESTORS, L.L.C.
By: /s/
Thomas
Dykstra
Name: Thomas Dykstra
Its: President and Treasurer
By: /s/
Thomas
Dykstra
Thomas Dykstra
|
Page
7 of 7