10QSB/A: Optional form for quarterly and transition reports of small business issuers
Published on September 11, 2007
U.S.
SECURITIES AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-QSB/A
Amendment
No. 1
(Mark
One)
x
QUARTERLY
REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the
quarterly period ended: March
31, 2007
o
TRANSITION
REPORT PURSUANT TO SECTION 13
OR 15(d) OF THE SECURITIES
EXCHANGE
ACT OF 1934
For
the
transitional period from __________________ to __________________
Commission
File No. 000-28543
THORIUM
POWER, LTD.
----------------------------------------------------
(Name
of
Small Business Issuer in Its Charter)
|
NEVADA
|
|
91-1975651
|
|
(State
or other jurisdiction of
incorporation
or organization)
|
|
(I.R.S.
Employer Identification
No.)
|
|
8300
Greensboro Drive, Suite 800
McLean,
Virginia 22102
|
|
703.918.4904
|
|
(Address
of Principal Executive
Office)
|
|
(Issuer
Telephone No. Including
Area
Code)
|
Check
whether the issuer (1) filed all reports required to be filed by Section 13
or
15(d) of the Exchange Act during the past 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days: Yes x No
o.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act): Yes o No
x
The
number of shares outstanding of each of the issuer’s classes of common equity,
as of May 4, 2007 are as follows:
|
Class
of Securities
Common
Stock, $0.001 par value
|
Shares
Outstanding
297,692,991
|
Transitional
Small Business Disclosure Format (check one): Yes o No
x
EXPLANATORY
NOTE
Thorium
Power, Ltd. (the “Company”) is filing this Amendment No. 1 on Form 10-QSB/A
solely to include the information required by ITEM 3A(T). CONTROLS AND
PROCEDURES, which was inadvertently omitted from the Company’s Quarterly Report
on Form 10-QSB for the period ended March 31, 2007, as filed with the U.S.
Securities and Exchange Commission on May 10, 2007 (the “Original Filing”).
No
other
information in the Original Filing is modified. This Form 10-QSB/A continues
to
describe conditions as of the date of the Original Filing, and accordingly,
the
Company has not updated the disclosures contained herein to reflect events
that
occurred after the Original Filing.
Evaluation
of Disclosure Controls and Procedures.
We
maintain a system of disclosure controls and procedures. The term “disclosure
controls and procedures,” as defined by regulations of the SEC, means controls
and other procedures that are designed to ensure that information required
to be
disclosed in the reports that we file or submit to the SEC under the Exchange
Act, is recorded, processed, summarized and reported, within the time periods
specified in the SEC’s rules, regulations and forms. Disclosure controls and
procedures include, without limitation, controls and procedures designed to
ensure that information required to be disclosed by us in the reports that
we
file or submit to the SEC under the Exchange Act is accumulated and communicated
to our management, including our principal executive officer and our principal
financial officer, or persons performing similar functions, as appropriate
to
allow timely decisions to be made regarding required disclosure. Each of Seth
Grae, our President and Chief Executive Officer, and Larry Goldman, our Chief
Financial Officer, has evaluated the design and operating effectiveness of
our
disclosure controls and procedures as of March 31, 2007. Based upon their
evaluation, these executive officers have concluded that our disclosure controls
and procedures are effective as of March 31, 2007, and were effective during
the
entire quarter ended March 31, 2007.
Internal
Control Over Financial Reporting.
We also
maintain internal control over financial reporting. The term “internal control
over financial reporting,” as defined by regulations of the SEC, means a process
designed by, or under the supervision of, our principal executive and principal
financial officers, or persons performing similar functions, and effected by
the
our board of directors, management and other personnel, to provide reasonable
assurance regarding the reliability of financial reporting and the preparation
of financial statements for external purposes in accordance with generally
accepted accounting procedures in the U.S. (“GAAP”), and includes those policies
and procedures that:
|
·
|
Pertain
to the maintenance of records that in reasonable detail accurately
and
fairly reflect the transactions and dispositions of our
assets;
|
|
·
|
Provide
reasonable assurance that transactions are recorded as necessary
to permit
preparation of financial statements in accordance with GAAP, and
that our
receipts and expenditures are being made only in accordance with
authorizations of our management and directors; and
|
|
·
|
Provide
reasonable assurance regarding prevention or timely detection of
unauthorized acquisition, use or disposition of our assets that could
have
a material effect on our consolidated financial
statements.
|
Changes
in Internal Control Over Financial Reporting.
There
has been no change to our internal control over financial reporting during
the
quarter ended March 31, 2007 that has materially affected, or is reasonably
likely to materially affect, our internal control over financial reporting.
2
PART
II
ITEM
6. EXHIBITS
The
following exhibits are filed with this report, except those indicated as having
previously been filed with the SEC and are incorporated by reference to another
report, registration statement or form. As to any shareholder of record
requesting a copy of this report, we will furnish any exhibit indicated in
the
list below as filed with this report upon payment to us of our expenses in
furnishing the information.
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Articles
of Incorporation (incorporated by reference from the Company’s
Registration Statement on Form 10-SB filed on December 17,
1999).
|
|
|
3.2
|
By-laws
(incorporated by reference from the Company’s Current Report on Form 8-K
filed on September 18, 2006).
|
|
|
4.1
|
2005
Compensation Plan for Outside Consultants of Custom Brand Networks,
Inc.
dated March 1, 2005 (incorporated by reference from the Company’s
Registration Statement on Form S-8 filed on March 10,
2005).
|
|
|
4.2
|
2005
Augmented Compensation Plan for Outside Consultants of the Company
dated
August 15, 2005 (incorporated by reference from the Company’s Registration
Statement on Form S-8 filed on August 19, 2005).
|
|
|
4.3
|
2006
Stock Plan (incorporated by reference to Exhibit 10.1 of the current
report of the Company on Form 8-K filed February 21,
2006)
|
|
|
10.1
|
Employment
Agreement, dated February 1, 2007, between the Company and Erik Hallstrom
(incorporated by reference to Exhibit 10.1 of the current report
of the
Company on Form 8-K filed February 1, 2007).
|
|
|
31.1*
|
Rule
13a-14(a)/15d-14(a) Certification - Principal Executive
Officer
|
|
|
31.2*
|
Rule
13a-14(a)/15d-14(a) Certification - Principal Accounting
Officer
|
|
|
32*
|
Section
1350 Certifications
|
______________
*Filed
Herewith
3
SIGNATURES
In
accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
the
Registrant caused this Report on Form 10-QSB/A to be signed on its behalf by
the
undersigned, thereto duly authorized individual.
Date:
September 11, 2007
|
THORIUM
POWER, LTD.
|
||||
| By: |
/s/
Seth Grae
|
|||
| Seth Grae | ||||
| Chief Executive Officer, | ||||
| President and Director | ||||
4
EXHIBIT
INDEX
|
Exhibit
Number
|
Description
|
|
|
3.1
|
Articles
of Incorporation (incorporated by reference from the Company’s
Registration Statement on Form 10-SB filed on December 17,
1999).
|
|
|
3.2
|
By-laws
(incorporated by reference from the Company’s Current Report on Form 8-K
filed on September 18, 2006).
|
|
|
4.1
|
2005
Compensation Plan for Outside Consultants of Custom Brand Networks,
Inc.
dated March 1, 2005 (incorporated by reference from the Company’s
Registration Statement on Form S-8 filed on March 10,
2005).
|
|
|
4.2
|
2005
Augmented Compensation Plan for Outside Consultants of the Company
dated
August 15, 2005 (incorporated by reference from the Company’s Registration
Statement on Form S-8 filed on August 19, 2005).
|
|
|
4.3
|
2006
Stock Plan (incorporated by reference to Exhibit 10.1 of the current
report of the Company on Form 8-K filed February 21,
2006)
|
|
|
10.1
|
Employment
Agreement, dated February 1, 2007, between the Company and Erik Hallstrom
(incorporated by reference to Exhibit 10.1 of the current report
of the
Company on Form 8-K filed February 1, 2007).
|
|
|
31.1*
|
Rule
13a-14(a)/15d-14(a) Certification - Principal Executive
Officer
|
|
|
31.2*
|
Rule
13a-14(a)/15d-14(a) Certification - Principal Accounting
Officer
|
|
|
32*
|
Section
1350 Certifications
|
______________
*Filed
Herewith
5