Published on March 20, 2007
Exhibit
31.1
Certification
of Principal Executive Officer
I,
Seth
Grae, certify that:
1.
I
have
reviewed this Annual Report on Form 10-KSB of Thorium Power. Ltd.;
2.
Based
on
my knowledge, this report does not contain any untrue statement of a
material
fact or omit to state a material fact necessary to make the statements
made, in
light of the circumstances under which such statements were made, not
misleading
with respect to the period covered by this report;
3.
Based
on
my knowledge, the financial statements, and other financial information
included
in this report, fairly present in all material respects the financial
condition,
results of operations and cash flows of the small business issuer as
of, and
for, the periods presented in this report;
4.
The
small
business issuer's other certifying officer(s) 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)) for the small business issuer
and
have:
|
a.
|
Designed
such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under our supervision,
to ensure
that material information relating to the small business issuer,
including
its consolidated subsidiaries, is made known to us by others
within those
entities, particularly during the period in which this report
is being
prepared;
|
|
b.
|
Evaluated
the effectiveness of the small business issuer's disclosure
controls and
procedures and presented in this report our conclusions about
the
effectiveness of the disclosure controls and procedures, as
of the end of
the period covered by this report based on such evaluation;
and
|
|
c.
|
Disclosed
in this report any change in the small business issuer's internal
control
over financial reporting that occurred during the small business
issuer's
most recent fiscal quarter (the small business issuer's fourth
fiscal
quarter in the case of an annual report) that has materially
affected, or
is reasonably likely to materially affect, the small business
issuer's
internal control over financial reporting;
and
|
5.
The
small
business issuer's other certifying officer(s) and I have disclosed, based
on our
most recent evaluation of internal control over financial reporting,
to the
small business issuer's auditors and the audit committee of the small
business
issuer's board of directors (or persons performing the equivalent
functions):
|
a.
|
All
significant deficiencies and material weaknesses in the design
or
operation of internal control over financial reporting which
are
reasonably likely to adversely affect the small business issuer's
ability
to record, process, summarize and report financial information;
and
|
|
b.
|
Any
fraud, whether or not material, that involves management or
other
employees who have a significant role in the small business
issuer's
internal control over financial
reporting.
|
Date:
March 20, 2007
/s/
Seth
Grae
Seth
Grae, Principal Executive Officer