10-K/A: Annual report [Section 13 and 15(d), not S-K Item 405]
Published on April 30, 2008
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-K/A
Amendment
No. 1
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ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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For
the
fiscal year ended: December 31, 2007
OR
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TRANSITION
REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
ACT OF
1934
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For
the
transition period from __________ to ____________
Commission
File Number: 000-28543
THORIUM
POWER, LTD.
(Exact
name of registrant as specified in its charter)
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Nevada
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91-1975651
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(State
or other jurisdiction of incorporation or organization)
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(I.R.S.
Employer Identification Number)
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8300
Greensboro Drive, Suite 800
McLean,
Virginia 22102
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(Address
of principal executive office and zip code)
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(703)
918.4904
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(Registrant’s
telephone number, including area code)
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Securities
registered pursuant to Section 12(b) of the Act: None
Securities
registered pursuant to Section 12(g) of the Act: Common
Stock, par value $.001
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Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined
in
Rule 405 of the Securities Act. Yes o No
x
Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No
x
Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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 if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. x
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, or a non-accelerated filer. See definition of “large
accelerated filer,” “accelerated filer,” and “smaller reporting company” in
Rule 12b-2 of the Exchange Act. (Check one):
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Large
accelerated filer o
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Accelerated
filer o
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Non-accelerated
filer o
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Smaller
reporting company x
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Indicate
by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Act).
Yes
o No
x
As
of
June 30, 2007, the aggregate market value of the shares of the Registrant’s
common stock held by non-affiliates (based upon the closing price of such shares
as reported on the Over-the-Counter Bulletin Board) was approximately $30.6
million. Shares of the Registrant’s common stock held by each executive officer
and director have been excluded in that such persons may be deemed to be
affiliates of the Registrant. This determination of affiliate status is not
necessarily a conclusive determination for other purposes.
As
of
April 24, 2008, there were 299,334,532 shares of the Registrant’s common stock
outstanding.
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| Item 10. | Directors, Executive Officers and Corporate Governance |
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EXPLANATORY
NOTE
This
Amendment No. 1 on Form 10-K/A amends the Thorium Power, Ltd. (the
“Company”) Annual Report on Form 10-K for the fiscal year December 31, 2007
(“Annual Report”) previously filed with the Securities and Exchange Commission
on March 27, 2008. This amendment is being filed solely to include the Part
III
Items
that were to have been incorporated by reference to the Company’s Definitive
Proxy Statement on Schedule 14A with respect to its Annual Meeting of
Shareholders. Since the Proxy Statement will not be filed by April 30, 2008,
the
Company is unable to incorporate such information into the Annual Report, and
accordingly, is hereby amending the Annual Report to include such Part III
information.
| Item 10. |
Directors,
Executive Officers and Corporate
Governance.
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Set
forth
below are the names of our current directors, officers and significant
employees, their ages, all positions and offices that they hold with us, the
period during which they have served as such, and their business experience
during at least the last five years.
SETH
GRAE.
Mr.
Grae, age 44, was named the Chief Executive Officer and President of the Company
on March 17, 2006, and effective April 2, 2006, became a director of the
Company.
Mr.
Grae
was the President, the Chief Executive Officer and a director of Thorium Inc.
prior to the merger with the Company. Mr. Grae has played an active role in
all
business activities of Thorium Inc. since its inception in 1992. Mr. Grae led
the efforts that resulted in Thorium Inc.’s project at the Kurchatov Institute
becoming one of the first grant recipients from the United States Department
of
Energy (“DOE”) for nuclear non-proliferation-related work in Russia. He is a
member of the board of directors of the Bulletin of the Atomic Scientists and
has served as co-chair of the AmErikan Bar Association’s Committee on Arms
Control and Disarmament. As a former member of the board of directors of the
Lawyers Alliance for World Security, Mr. Grae helped advise on the drafting
of
nuclear export control regulations in China and Belarus, and he participated
in
consultations with the government of India on nuclear power and weapons. On
a
pro bono basis, he represented refuseniks, who were nuclear scientists, in
securing exit visas from the Soviet Union. Mr. Grae obtained his B.A. from
Brandeis University cum laude, J.D. from AmErikan University, LL.M. in
International Law with honors from Georgetown University and M.B.A. from
Georgetown University. He has been admitted to the bars of New York,
Connecticut, and Florida (all now inactive).
THOMAS
GRAHAM, JR. Ambassador
Graham, age 74, became a director of the Company on April 2, 2006, and chairman
of the board of directors on April 4, 2006.
Ambassador
Graham is one of the world’s leading experts in nuclear non-proliferation. He is
Chairman of the Board of the Cypress Fund for Peace and Security. Ambassador
Graham has served as a senior U.S. diplomat involved in the negotiation of
every
major international arms control and non-proliferation agreement for the past
35
years, including the Strategic Arms Limitations Talks (SALT), Strategic Arms
Reduction Talks (START Treaties), Anti-Ballistic Missile (ABM) Treaty,
Intermediate Nuclear Forces (INF) Treaty, Nuclear Non-Proliferation Treaty
(NPT), Conventional Armed Forces in Europe (CFE) Treaty and Comprehensive Test
Ban Treaty (CTBT). In 1993, Ambassador Graham served as the Acting Director
of
the U.S. Arms Control and Disarmament Agency (ACDA), and for seven months in
1994 served as the Acting Deputy Director. From 1994 through 1997, he served
as
the Special Representative of the President of the United States for Arms
Control, Non-Proliferation and Disarmament, and in this capacity successfully
led U.S. government efforts to achieve the permanent extension of the NPT.
He
also served for 15 years as the general counsel of ACDA. Ambassador Graham
worked on the negotiation of the Chemical Weapon Convention and the Biological
Weapons Convention. He drafted the implementing legislation for the Biological
Weapons Convention and managed the Senate approval of the ratification of the
Geneva Protocol banning the use in war of chemical and biological weapons.
He is
also Chairman of the Board of Mexco Energy Corporation, an oil and gas
exploration company listed on the AmErikan Stock Exchange (stock ticker symbol
MXC). Ambassador Graham received an A.B. in 1955 from Princeton and a J.D.
in
1961 from Harvard University. He is a member of the Kentucky, the District
of
Columbia and the New York Bars and is a member of the Council on Foreign
Relations. He chaired the Committee on Arms Control and Disarmament of the
AmErikan Bar Association from 1986-1994. Ambassador Graham received the Trainor
Award for Distinction in Diplomacy from Georgetown University in
1995.
VICTOR
E. ALESSI.
Dr.
Alessi, age 67, became a director of the Company on August 23, 2006.
Dr.
Victor E. Alessi is President Emeritus of the United States Industry Coalition
(“USIC”), an organization dedicated to facilitating the commercialization of
technologies of the New Independent States (“NIS”) of the former Soviet Union
through cooperation with its members. He has held such position since August
1,
2006; prior to becoming President Emeritus, Dr. Alessi held the positions of
CEO
and President of USIC since 1999. Previously, he was President of DynMeridian,
a
subsidiary of DynCorp, specializing in arms control, nonproliferation, and
international security affairs. Before joining DynMeridian in early 1996, Dr.
Alessi was the Executive Assistant to the Director, U.S. Arms Control and
Disarmament Agency (“ACDA”). At ACDA he resolved inter-bureau disputes, and
advised the Director on all arms control and nonproliferation issues. Dr. Alessi
served as Director of the Office of Arms Control and Nonproliferation in the
Department of Energy (“DOE”) prior to his work at ACDA, overseeing all DOE arms
control and nonproliferation activities. As a senior DOE representative, Dr.
Alessi participated in U.S. efforts that led to successful conclusion of the
Intermediate Nuclear Forces (INF), Conventional Forces in Europe, Threshold
Test
Ban, Peaceful Nuclear Explosions, Open Skies, Strategic Arms Reductions Talks
Treaties and the Chemical Weapons Convention. In this role, he was instrumental
in implementing the U.S. unilateral nuclear initiative in 1991 and was a member
of the U.S. delegation discussing nuclear disarmament with Russia and other
states of the former Soviet Union. He was in charge of DOE’s support to the U.N.
Special Commission on Iraq, to the Nunn-Lugar Initiative, and represented DOE
in
discussions on the Comprehensive Test Ban (“CTB”) with the other nuclear weapons
states before the CTB negotiations began in Geneva in 1994. Dr. Alessi has
been
the U.S. board member to the International Science and Technology Center in
Moscow since its founding. He is also the U.S. board member to the Science
and
Technology Center in Ukraine. Dr. Alessi is a 1963 graduate of Fordham
University, where he also earned a licentiate in Philosophy (Ph.L.) in 1964.
He
studied nuclear physics at Georgetown University, receiving his M.S. in 1968
and
Ph.D. in 1969.
JACK
D. LADD.
Mr.
Ladd, age 58, became a director of the Company on October 23, 2006.
Mr..
Ladd
is the Director of the John Ben Shepperd Leadership Institute of the University
of Texas, Permian Basin. He has held this position since September 2004. Prior
to that time, Mr. Ladd was a practicing attorney with the law firm of Stubbeman,
McRae, Sealy, Laughlin & Browder, Inc., in Midland, Texas for 28 years. Mr.
Ladd is currently the Chairman of the Texas State Securities Board. Mr. Ladd
has
almost three decades of experience in public affairs, law, governance, and
public service. As a practicing attorney, he has served on numerous civic,
educational, religious and governmental boards and committees. He holds the
Doctor of Jurisprudence degree from The University of Texas in Austin and a
B.A.
from the University of Texas in Austin.
DANIEL
B. MAGRAW, JR.
Mr.
Magraw, age 61,
became
a director of the Company on October 23, 2006.
Mr.
Magraw is a leading expert on international environmental law and policy. Mr.
Magraw is President and CEO of the Center for International Environmental Law
(CIEL). He has held this position since 2001. From 1992-2001, he was Director
of
the International Environmental Law Office of the US Environmental Protection
Agency. He is a member of the U.S. Department of State Study Group on
International Business Transactions and was Chair of the 15,000-member Section
of International Law and Practice of the AmErikan Bar Association. He practiced
international law, constitutional law, and bankruptcy law at Covington &
Burling in Washington, DC from 1978-1983. Mr. Magraw is a widely-published
author in the field of international environmental law. He is a graduate of
Harvard University and the University of California, Berkeley Law School. Since
1996, Mr. Magraw has been a member of the board of directors of Thorium Inc.,
which is now a wholly-owned subsidiary of the Company.
ERIK
HÄLLSTRÖM.
Mr.
Hällström,
age 39,
became the Chief Operating Officer of the Company on February 1,
2007.
Mr.
Hallstrom is a native of Sweden. He served as a lieutenant in that nation’s
military, and as diplomat at the Swedish Embassy in Moscow with a focus on
energy, manufacturing and environmental issues. From 1994 - 2002, Mr. Hallstrom
worked with the Boston Consulting Group in Europe and North AmErika, where
he
managed initiatives to create new high tech businesses and advised multinational
companies on their strategic direction. Most recently, from 2003 - 2006, Mr.
Hallstrom served as Senior Vice President of WorldSpace Satellite Radio, a
provider of satellite-based radio to markets in Asia, Europe, the Middle East
and Africa. He holds a Master’s degree in
Engineering from the Royal Institute of Technology in Sweden, a Master’s degree
in Economics and Business Administration from the Stockholm School of Economics
and an MBA with distinction from INSEAD in France.
JAMES
GUERRA.
Mr.
Guerra, age 55, became the Chief Financial Officer and Treasurer of the Company
on October 29, 2007.
A
seasoned financial executive, Mr. Guerra’s experience encompasses domestic and
international markets as well as a diverse range of industries including nuclear
energy. Most recently, he served as Vice President of Finance and Chief
Financial Officer of Exelon Business Services Company from 2002 to 2007. Exelon
Business Services Company is the corporate services and operating company of
Exelon, the largest producer of nuclear energy in the United States. From
2000-2002, Mr. Guerra served as Vice President of Business Operations and
Controller of Exelon Nuclear. Prior to joining Exelon, Mr. Guerra was Vice
President of Finance and Treasurer and Controller of Grupo Dina, the Mexico
City-based manufacturer of trucks and the largest producer of motor coaches
and
bus spare parts in North AmErika. Earlier in his career, Mr. Guerra served
in
senior financial management positions with AT&T, Citigroup, and Beatrice
Companies. Mr. Guerra holds a B.A. in Economics from the University of Notre
Dame, an M.M. in Accounting/Finance from the Kellogg School of Management of
Northwestern University and is a licensed CPA in the State of
Illinois
ANDREY
MUSHAKOV.
Mr.
Mushakov, age 31, became the Executive Vice President - International Nuclear
Operations of the Company on July 27, 2006.
Mr.
Mushakov has served as Treasurer and Secretary of Thorium Power, Inc. since
2003. He is the primary liaison between Thorium Power and the Russian nuclear
institutes in Moscow. Mr. Mushakov has expertise in financial analysis,
financial planning and budgeting, financial reporting and accounting,
structuring business transactions, and government contract negotiations. In
2004, Mr. Mushakov led successful negotiations with officials from the National
Nuclear Security Administration and Oak Ridge National Laboratory (ORNL) that
resulted in signing of a $3.5 million government contract between ORNL and
Kurchatov Institute for work relating to the Thorium Power's nuclear fuel
development effort in Russia. His prior experience includes finance-related
work
in the banking and construction sectors. Mr. Mushakov has the following degrees:
PhD in Economics from St. Petersburg State University of Economics and Finance
(Russia), MS in Management with excellence (MBA equivalent) from Hult
International Business School (formerly the Arthur D. Little School of
Management), where he was enrolled as a recipient of the Russian President's
Scholarship, and BS in Banking and Finance with honors from the Finance Academy
of Russia.
Committees
of the Board of Directors
Committees
and Meetings
Our
Board
currently has four standing committees which, pursuant to delegated authority,
perform various duties on behalf of and report to the Board: (i) Audit
Committee, (ii) Compensation Committee, (iii) Corporate Governance and
Nominating Committee and (iv) Executive Committee. Each of the Audit Committee,
Compensation Committee and Corporate Governance and Nominating Committee are
comprised entirely of independent directors. From time to time, the Board may
establish other committees.
Each
of
our four standing committees were formed on January 16, 2007. During the fiscal
year ended December 31, 2007, each of our four committees met four times.
Audit
Committee
Our
audit
committee consists of Messrs. Alessi, Ladd and Magraw, each of whom is
“independent” as that term is defined under the Nasdaq listing standards. The
audit committee oversees our accounting and financial reporting processes and
the audits of the financial statements of our company. Mr. Ladd serves as our
audit committee financial expert as that term is defined by the applicable
SEC
rules. The audit committee is responsible for, among other things:
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selecting
our independent auditors and pre-approving all auditing and non-auditing
services permitted to be performed by our independent auditors;
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reviewing
with our independent auditors any audit problems or difficulties
and
management’s response;
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reviewing
and approving all proposed related-party transactions, as defined
in Item
404 of Regulation S-B under the Securities Act of 1933, as amended;
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discussing
the annual audited financial statements with management and our
independent auditors;
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reviewing
major issues as to the adequacy of our internal controls and any
special
audit steps adopted in light of significant internal control deficiencies;
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annually
reviewing and reassessing the adequacy of our audit committee charter;
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such
other matters that are specifically delegated to our audit committee
by
our board of directors from time to time;
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meeting
separately and periodically with management and our internal and
independent auditors; and
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reporting
regularly to the full board of directors.
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Compensation
Committee
Our
compensation committee consists of Messrs. Alessi, Ladd and Magraw, each of
whom
“independent” as that term is defined under the Nasdaq listing standards. Our
compensation committee assists the board in reviewing and approving the
compensation structure of our directors and executive officers, including all
forms of compensation to be provided to our directors and executive officers.
Our chief executive officer may not be present at any committee meeting during
which his compensation is deliberated. The compensation committee is responsible
for, among other things:
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approving
and overseeing the compensation package for our executive officers;
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reviewing
and making recommendations to the board with respect to the compensation
of our directors;
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reviewing
and approving corporate goals and objectives relevant to the compensation
of our chief executive officer, evaluating the performance of our
chief
executive officer in light of those goals and objectives, and setting
the
compensation level of our chief executive officer based on this
evaluation; and
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reviewing
periodically and making recommendations to the board regarding any
long-term incentive compensation or equity plans, programs or similar
arrangements, annual bonuses, employee pension and welfare benefit
plans.
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The
Compensation Committee has sole authority to retain and terminate outside
counsel, compensation consultants retained to assist the Compensation Committee
in determining the compensation of the Chief Executive Officer or senior
executive officers, or other experts or consultants, as it deems appropriate,
including sole authority to approve the firms' fees and other retention terms.
The
Compensation Committee may also form and delegate authority to subcommittees
and
may delegate authority to one or more designated members of the Compensation
Committee. The Compensation Committee may from time to time seek recommendations
from the executive officers of the Company regarding matters under the purview
of the Compensation Committee, though the authority to act on such
recommendations rests solely with the Compensation Committee.
Corporate
Governance and Nominating Committee
Our
corporate governance and nominating committee consists of Messrs. Alessi, Ladd
and Magraw, each of whom is “independent” as that term is defined under the
Nasdaq listing standards. The corporate governance and nominating committee
assists the board of directors in identifying individuals qualified to become
our directors and in determining the composition of the board and its
committees. The corporate governance and nominating committee is responsible
for, among other things:
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identifying
and recommending to the board nominees for election or re-election
to the
board, or for appointment to fill any vacancy;
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reviewing
annually with the board the current composition of the board in light
of
the characteristics of independence, age, skills, experience and
availability of service to us;
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identifying
and recommending to the board the directors to serve as members of
the
board’s committees; and
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monitoring
compliance with our code of business conduct and ethics.
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Executive
Committee
Our
Executive Committee consists of Messrs. Alessi, Grae and Graham. The Executive
Committee of the Company exercises the power of the board of directors between
regular meetings of the board of directors and when timing is critical. The
Executive Committee also assists the Board in fulfilling its oversight
responsibility with respect to management-level staff, outside services
providers and third party vendors.
Code
of Business Conduct and Ethics
We
have
adopted a code of business conduct and ethics relating to the conduct of our
business by our employees, officers and directors. We intend to maintain the
highest standards of ethical business practices and compliance with all laws
and
regulations applicable to our business, including those relating to doing
business outside the United States.
Report
of the Audit Committee
The
Audit
Committee of the Board is comprised of three non-employee Directors, each of
whom has been determined by the Board to be “independent” under the meaning of
Rule 10A-3(b)(1) under the Exchange Act. The Board has determined, based upon
an
interview of Jack D. Ladd and a review of Mr. Ladd’s responses to a
questionnaire designed to elicit information regarding his experience in
accounting and financial matters, that Mr. Ladd shall be designated as an
“audit
committee financial expert” within the meaning of Item 401(e) of SEC Regulation
S-B, as
Mr.
Ladd has past employment experience in finance or accounting, requisite
professional certification in accounting, or any other comparable experience
or
background which results in his financial sophistication. The Audit Committee
assists the Board’s oversight of the integrity of the Company’s financial
reports, compliance with legal and regulatory requirements, the qualifications
and independence of the Company’s independent registered public accounting firm,
the audit process, and internal controls. The Audit Committee operates pursuant
to a written charter adopted by the Board. The Audit Committee is responsible
for overseeing the corporate accounting and financing reporting practices,
recommending the selection of the Company’s registered public accounting firm,
reviewing the extent of non-audit services to be performed by the auditors,
and
reviewing the disclosures made in the Company’s periodic financial reports. The
Audit Committee also reviews and recommends to the Board that the audited
financial statements be included in the Company’s Annual Report on Form
10-K.
Following
the end of the fiscal year ended December 31, 2007, the Audit Committee (1)
reviewed and discussed the audited financial statements for the fiscal year
ended December 31, 2007 with Company management; (2) discussed with the
independent auditors the matters required to be discussed by SAS 61
(Codification of Statements on Auditing Standards), as may be modified or
supplemented; and (3) received the written disclosures and the letter from
the
independent accountants required by Independence Standards Board Standard No.
1
(Independence Standards Board Standard No. 1, Independence Discussions with
Audit Committees), as may be modified or supplemented, and has discussed with
the independent accountant its independence.
Based
on
the review and discussions referred to above, the Audit Committee had
recommended to the Board of Directors that the audited financial statements
be
included in the Company’s Annual Report on Form 10-K for the fiscal year ended
December 31, 2007 for filing with the SEC.
/s/
The
Audit Committee
Jack
D. Ladd, Victor E. Alessi and Daniel B. Magraw
Section
16(a) Beneficial Ownership Reporting Compliance
Section
16(a) of the Exchange Act, as amended, requires our executive officers,
directors and persons who beneficially own more than 10% of our shares of common
stock to file reports of their beneficial ownership and changes in ownership
(Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers,
directors, and greater-than-ten percent holders are required to furnish us
with
copies of all Section 16(a) forms they file.
Based
solely upon a review of the Forms 3, 4, and 5 furnished to us for the fiscal
year ended December 31, 2007, we have determined that our directors, officers,
and greater than 10% beneficial owners, except as provided below, complied
with
all applicable Section 16 filing requirements.
Thomas
Graham, Jr. and Larry Goldman were each late on one occasion in filing a
transaction on Form 4.
| Item 11. |
Executive
Compensation
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The
following table sets forth information concerning all cash and non-cash
compensation awarded to, earned by or paid to the named executive officers
during the 2006 and 2007 fiscal years.
SUMMARY
COMPENSATION TABLE
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Name
and Principal Position
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Year
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Salary
($)
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Stock
Awards
($)(1)
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Option
Awards
($)(2)
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Total
($)
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Seth
Grae
CEO,
President and Director
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2006
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254,762
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5,050,000
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1,319,240
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6,624,002
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2007
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275,000
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127,088
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1,670,845
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2,072,933
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Thomas
Graham, Jr. - Chairman(3)
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2006
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91,722
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26,250
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186,567
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304,539
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2007
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160,000
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33,649
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207,944
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401,593
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Erik
Hallstrom - Chief Operating Officer
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2007
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175,595
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137,254
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67,792
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380,641
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(1)
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The
fair market value of all stock options was calculated as of the date
of
grant using the Black-Scholes option pricing
model.
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(2)
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The
valuation
of stock based compensation is based in accordance with Statement
of
Financial Accounting Standards No. 123R (revised 2004), “Share-Based
Payment”.
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(3)
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Though
his official title is Chairman of the Board of Directors, Mr. Graham
is
considered to be an executive officer of the
Company.
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Narrative
disclosure to summary compensation table
On
February 14, 2006, the Company entered into an employment agreement with Seth
Grae, wherein the Company agreed to pay to Mr. Grae an annual salary of $275,000
for performing the duties described in the employment agreement. In addition,
the Company agreed to issue to Mr. Grae 5,000,000 shares of common stock; all
5,000,000 shares of stock vested immediately on issuance. Mr. Grae’s employment
officially commenced on March 17, 2006, the date that the Company obtained
D&O liability insurance coverage, and terminates on the fifth anniversary of
the date of the agreement.
Also
on
February 14, 2006, the Company entered into an option agreement with Seth Grae,
wherein the Company granted to Mr. Grae 7,200,000 non-qualified stock options,
with a term of ten years at an exercise price of $0.795 per share. Mr. Grae’s
option vested with respect 6/48 of the total number of shares on the six month
anniversary of the option agreement, and the remaining shares vest in equal
monthly installments of 1/48 the total number of shares until all shares
underlying the Option have vested. Mr Grae’s option will immediately and
automatically vest in full upon a Change of Control, the termination of Mr.
Grae’s employment by the Company without Cause, or the termination of Mr. Grae’s
employment by Mr. Grae for Good Reason. “Change of Control,” “Cause,” and “Good
Reason” are each defined in that certain employment agreement between Mr. Grae
and the Company, dated February 14, 2006.
In
December 2006, the Board of Directors granted to Mr. Grae 3 million shares
of
the Company’s common stock as a year end 2006 bonus.
On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to Mr. Grae 363,108 shares of the Company’s common stock as part of its annual
equity compensation to employees. Additionally on December 5, 2007, the
Compensation Committee granted to Mr. Grae two separate incentive stock options
to purchase the Company’s common stock. The first option is a 10 year option to
purchase 1,089,324 shares of the Company’s common stock, vesting in equal
monthly instalments over a three year period with an exercise price of $0.35.
The second option is an 8 year option to purchase 5,000,000 shares of the
Company’s common stock, vesting in equal monthly instalments over a two year
period with an exercise price of $0.45.
On
July
27, 2006, the Company granted to Mr. Graham, pursuant to the Company’s Second
Amended and Restated 2006 Stock Plan, a non-qualified ten-year option for the
purchase of 1,500,000 shares of the common stock of the Company, at an exercise
price of $0.49 per share. Mr. Graham’s option vested with respect 1/36 of the
total number of shares on the date of grant, and the remaining shares vest
in
equal monthly installments of 1/36 the total number of shares until all shares
underlying the Option have vested. Mr. Graham’s option will immediately and
automatically vest in full upon a Change of Control, the termination of Mr.
Graham’s employment by the Company without Cause, or the termination of Mr.
Graham’s employment by Mr. Graham for Good Reason. “Change of Control,” “Cause,”
and “Good Reason” are each defined in that certain employment agreement between
Mr. Graham and the Company, dated July 27, 2006.
On
December 15, 2006, the Company and Mr. Graham entered into an agreement whereby
the parties cancelled an option, held by Mr. Graham, to purchase 2,562,780
shares of the Company’s common stock at an exercise price of $10.00. In
consideration for terminating the options above, the Company then granted to
Mr.
Graham a non-qualified two-year option for the purchase of 467,242 shares of
the
common stock of the Company, at an exercise price of $0.30 per share. The
pricing and amount of shares granted to Mr. Graham was determined using the
Black-Scholes option pricing model, so that the value of the cancelled and
newly
granted shares was the same.
In
June
2007, Mr. Graham and the Company entered into an employment agreement, effective
August 1, 2007, that superceded the prior employment agreement dated July 26,
2007. Under the terms of the new agreement, the Company agreed to pay Mr. Graham
an annual salary of $210,000, as consideration for performance of his duties
as
an officer of the Company. In addition, the Company agreed to grant to Mr.
Graham a ten-year incentive stock option for the purchase of 1,500,000 shares
of
the common stock of the Company at an exercise price of $0.27 per share. The
initial term of Mr. Graham’s employment agreement is one year and will
automatically extend for additional one-year periods unless terminated by either
party in accordance with its terms and conditions.
On
July
5, 2007, the Company granted to Mr. Graham, pursuant to the Company’s Second
Amended and Restated 2006 Stock Plan, a non-qualified ten-year option for the
purchase of 1,500,000 shares of the common stock of the Company, at an exercise
price of $0.27 per share. Mr. Graham’s option vested with respect 1/36 of the
total number of shares on the date of grant, and the remaining shares vest
in
equal monthly installments of 1/36 the total number of shares until all shares
underlying the Option have vested. Mr. Graham’s option will immediately and
automatically vest in full upon a Change of Control, the termination of Mr.
Graham’s employment by the Company without Cause, or the termination of Mr.
Graham’s employment by Mr. Graham for Good Reason. “Change of Control,” “Cause,”
and “Good Reason” are each defined in that certain employment agreement between
Mr. Graham and the Company, dated August 1, 2007.
On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to Mr. Graham 96,141 shares of the Company’s common stock as part of its annual
equity compensation to employees. Additionally on December 5, 2007, the
Compensation Committee granted to Mr. Graham a 10 year incentive stock option
to
purchase 288,422 shares of the Company’s common stock, vesting in equal monthly
instalments over a three year period with an exercise price of $0.35.
On
January 24, 2007, the Company entered into an employment agreement with Mr.
Hallstrom, dated February 1, 2007, pursuant to which the Company agreed to
pay
Mr. Hallstrom an annual salary of $200,000, as consideration for performance
of
his duties as Chief Operating Officer. In addition, the Company has agreed
(i)
to issue to Mr. Hallstrom 1,000,000 shares of common stock
of
the Company and (ii) pursuant to the Company’s 2007 Stock Plan, to grant to Mr.
Hallstrom a ten-year incentive option for the purchase of 1,000,000 shares
of
the common stock of the Company, at an exercise price equivalent to the fair
market price on February 1, 2007, the effective date of the Agreement. The
term
of the Agreement commenced on February 1, 2007, and will end when terminated
by
either party as provided in the Agreement. On April 12, 2007, the Company
officially granted to Mr. Hallstrom the above listed shares of common stock,
as
well as the above listed 10 year incentive stock option to purchase 1,000,000
shares of the Company’s common stock, vesting monthly over three years with an
exercise price of $0.30.
On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to Mr. Hallstrom 185,804 shares of the Company’s common stock as part of its
annual equity compensation to employees. Additionally on December 5, 2007,
the
Compensation Committee granted to Mr. Hallstrom a 10 year incentive stock option
to purchase 557,413 shares of the Company’s common stock, vesting in equal
monthly instalments over a three year period with an exercise price of
$0.35.
OUTSTANDING
EQUITY AWARDS AT FISCAL YEAR END - 2007
|
Option
Awards
|
Stock
Awards
|
||||||||
|
Name
|
Number
of Securities Underlying Unexercised Options (#)
Exercisable
|
Number
of Securities Underlying Unexercised Options (#) Unexercisable(1)
|
Equity
Incentive Plan Awards: Number of Securities Underlying Unexercised
Unearned Options (#)
|
Option
Exercise Price ($)
|
Option
Expiration Date
|
Number
of Shares or Units of Stock That Have Not Vested (#)
|
Market
Value of Shares or Units of Stock That Have Not Vested ($)
|
Equity
Incentive Plan Awards: Number of Unearned Shares, Units or Other
Rights
That Have Not Vested (#)
|
Equity
Incentive Plan Awards: Market or Payout Value of Unearned Shares,
Units or
Other Rights That Have Not Vested ($)
|
|
Seth
Grae, President, CEO and Director
|
3,300,000
|
3,900,000
|
—
|
$0.795
|
02/14/16
|
—
|
—
|
—
|
—
|
|
3,844,170(2)
|
—
|
—
|
$0.156
|
08/17/10
|
—
|
—
|
—
|
—
|
|
|
1,486,412(3)
|
—
|
—
|
$0.39
|
01/31/07(4)
|
—
|
—
|
—
|
—
|
|
|
—
|
1,089,324-
|
—
|
$0.35
|
12/05/17
|
—
|
—
|
—
|
—
|
|
|
—
|
5,000,000-
|
—
|
$0.45
|
12/05/15
|
—
|
—
|
—
|
—
|
|
|
Thomas
Graham, Jr. - Chairman
|
750,000
|
750,000
|
—
|
$0.49
|
07/27/16
|
—
|
—
|
—
|
—
|
|
467,242
|
—
|
—
|
$0.30
|
12/15/08
|
—
|
—
|
—
|
—
|
|
|
—
|
288,422
|
—
|
$0.35
|
12/05/17
|
—
|
—
|
—
|
—
|
|
|
250,000
|
1,250,000
|
—
|
$0.27
|
07/05/17
|
—
|
—
|
—
|
—
|
|
|
Erik
Hallstrom - Chief Operating Officer
|
208,332
|
791,668
|
—
|
$0.30
|
02/01/17
|
—
|
—
|
—
|
—
|
|
—
|
557,413
|
—
|
$0.35
|
12/05/17
|
—
|
—
|
—
|
—
|
|
|
—
|
—
|
—
|
—
|
—
|
722,222
|
$274,444
|
—
|
—
|
|
|
1.
|
The
vesting schedules for each of the options listed is included in the
respective narrative description set forth
below.
|
|
2.
|
Mr.
Grae was initially granted 150,000 stock options pursuant to his
employment with Thorium Power Inc. (“TP Inc.”), prior to the merger with
the Company. Upon consummation of the merger on October 6, 2006,
and
pursuant to the Agreement and Plan of Merger between the Company
and TP
Inc., these options to purchase 150,000 shares of TP Inc., at an
exercise
price of $4.00 per share, were converted into options to purchase
3,844,170 shares of the Company at an exercise price of
$0.156.
|
|
3.
|
Mr.
Grae was initially granted 28,000 stock options pursuant to his employment
with TP Inc. prior to the merger with the Company. Upon consummation
of
the merger on October 6, 2006, and pursuant to the Agreement and
Plan of
Merger between the Company and TP Inc., these options to purchase
28,000
shares of TP Inc., at an exercise price of $10.00 per share, were
converted into options to purchase 1,486,412 shares of the Company
at an
exercise price of $0.39.
|
|
4.
|
On
January 16, 2007, these options were repriced to $0.50 and the term
of the
option was extended to January 31, 2009; on January 16, 2007, the
trading
price of the Company’s common stock was
$0.38.
|
Narrative
to outstanding equity awards table
This
information is located in the narrative to the summary compensation table
above.
DIRECTOR
COMPENSATION - 2007
|
Name
|
Fees
Earned or Paid in Cash
($)
|
Stock
Awards
($)
|
Total
($)
|
|
Victor
Alessi
|
40,000
|
9,776
|
49,776
|
|
Jack
Ladd
|
20,000
|
29,776
|
49,776
|
|
Daniel
Magraw
|
20,000
|
29,776
|
49,776
|
|
(1)
|
Each
of Messrs. Alessi, Ladd and Magraw had an aggregate of 583,794 option
awards outstanding as of December 31,
2007.
|
Narrative
to director compensation table
We
currently have three independent directors: Victor Alessi, Jack Ladd and Daniel
Magraw. Mr. Alessi became a director of the Company on August 21, 2006. Pursuant
to the Independent Director Contract between Mr. Alessi and the Company, Mr.
Alessi receives $40,000 in cash per year for acting as a director of the
Company. Messrs. Ladd and Magraw became directors of the Company on October
23,
2006. Pursuant to their respective Independent Director Contracts with the
Company, each of Messrs. Ladd and Magraw receives $20,000 in cash per year
and
$20,000 worth of the Company’s common stock per year for serving on the board of
directors of the Company. On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to Mr. Magraw 27,931 shares of the Company’s common stock as part of its annual
equity compensation to employees.
Additionally,
each of Messrs. Alessi, Ladd and Magraw were granted non-qualified options
to
purchase up to 500,000 shares of the common stock of the Company which shall
vest with respect to 1/36 of the total number of shares on the one month
anniversary of the date of grant; the remaining shares will subsequently vest
1/36 on the first day of each month thereafter until all options have vested.
Each option
shall immediately and automatically vest in full upon the termination of the
respective director’s employment by the Company without cause.
Except
for Messrs.
Alessi, Ladd and Magraw,
all of
our current directors are also our officers and are compensated for the services
that they provide to us in their capacity as officers. Other than Messrs.
Alessi, Ladd and Magraw, our current directors do not receive any additional
compensation for the services they provide to us as directors. Directors are
reimbursed for out of pocket expenses incurred as a result of their
participation on our board.
On
December 5, 2007, the Compensation Committee of the Board of Directors granted
to each of Messrs. Alessi, Ladd and Magraw 27,931 shares of the Company’s common
stock as part of its annual equity compensation to employees. Additionally
on
December 5, 2007, the Compensation Committee granted to each of Messrs. Alessi,
Ladd and Magraw a 10 year incentive stock option to purchase 83,794 shares
of
the Company’s common stock, vesting in equal monthly instalments over a three
year period with an exercise price of $0.35.
| Item 12. |
Security
Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters.
|
The
following table sets forth information known to us with respect to the
beneficial ownership of our Common Stock as of the close of business on April
29,2008 for: (i) each person known by us to beneficially own more than 5% of
our
voting securities, (ii) each executive officer, (iii) each of our directors
and
nominees, and (iv) all of our executive officers and directors as a
group:
|
Name
and Address of Beneficial Owner(1)
|
Amount
and Nature of
Beneficial
Ownership(1)
(2)
|
Percent
of
Common
Stock(3)
|
||
|
Seth
Grae
|
23,131,071
|
7.50%
|
||
|
Thomas
Graham, Jr.
|
3,373,186
|
1.12%
|
||
|
Erik
Hallstrom
|
769,045
|
0.26%
|
||
|
Dan
Magraw
|
713,189
|
0.24%
|
||
|
Victor
Alessi
|
298,787
|
0.40%
|
||
|
Jack
Ladd
|
442,226
|
0.15%
|
||
|
Directors
and Officers as a Group (six people)
|
28,727,504
|
9.22%
|
||
|
(1)
|
The
number of shares beneficially owned is determined under SEC rules,
and the
information is not necessarily indicative of beneficial ownership
for any
other purpose. Under those rules, beneficial ownership includes any
shares
as to which the individual has sole or shared voting power or investment
power, and also any shares which the individual has the right to
acquire
within 60 days of the Record Date, through the exercise or conversion
of
any stock option, convertible security, warrant or other right (a
“Presently Exercisable” security). Including those shares in the table
does not, however, constitute an admission that the named shareholder
is a
direct or indirect beneficial owner of those
shares.
|
|
(2)
|
Unless
otherwise indicated, each person or entity named in the table has
sole
voting power and investment power (or shares that power with that
person’s
spouse) with respect to all shares of common stock listed as owned
by that
person or entity.
|
|
(3)
|
A
total of 299,334,532
shares
of the Company’s common stock are considered to be outstanding pursuant to
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. For each
beneficial owner above, any options exercisable within 60 days have
been
included in the denominator.
|
Equity
Compensation Plan Information
The
following table provides information with respect to securities issued and
issuable under equity compensation plans as of December 31, 2007:
|
Plan
Category
|
Number
of Securities
to
be Issued Upon
Exercise
of
Outstanding
Options,
Warrants
and Rights
(#)(2)
|
Weighted-Average
Exercise
Price of
Outstanding
Options,
Warrants
and Rights
($)(3)
|
Number
of Securities Remaining
Available
for Future Issuance
Under
Equity Compensation
Plans
(Excluding Securities
Reflected
in Column(a))
(#)(4)
|
|
Equity
compensation plans approved by stockholders(1)
|
51,354,656
|
$0.44
|
23,645,344
|
|
Equity
compensation plans not approved by stockholders
|
—
|
—
|
—
|
|
Total
|
51,354,656
|
$0.44
|
23,645,344
|
| (1) |
This
plan is the Thorium Power, Ltd. 2006 Stock
Plan
|
| (2) |
Includes
an aggregate of 51,354,656
shares
underlying stock options.
|
| (3) |
Weighted-average
exercise price of outstanding
options.
|
| (4) |
Includes
an aggregate of 23,645,344
shares
underlying stock options.
|
| Item 13. |
Certain
Relationships and Related Transactions, and Director
Independence.
|
Transactions
with Relater Persons, Promoters and Control Persons
None.
Director
Independence
Our
Board
of Directors has determined that a majority of the members of the Board of
Directors has no material relationship with the Company (either directly or
as
partners, stockholders or officers of an organization that has a relationship
with the Company) and is independent within the meaning of the Nasdaq listing
standards. Thomas Graham, our Chairman, and Seth Grae, our President and Chief
Executive Officer, are not considered to be independent.
Furthermore,
the Board has determined that each of the members of the Audit Committee, the
Compensation Committee and the Nominating and Governance Committee has no
material relationship to the Company (either directly or as a partner,
stockholder or officer of an organization that has a relationship with the
Company) and is independent within the meaning of the Nasdaq listing standards.
| Item 14. |
Principal
Accountant Fees and
Services.
|
Independent
Registered Public Accounting Firm’s Fees
The
following is a summary of the fees billed to the Company by Child, Van Wagoner
& Bradshaw, PLLC (“CVWB”) for professional services rendered for the fiscal
years ended December 31, 2007 and 2006, respectively:
|
2007
|
2006(5)
|
||||||
|
Audit
fees(1)
|
$
|
35,000
|
$
|
18,000
|
|||
|
Audit-related
fees(2)
|
0
|
0
|
|||||
|
Tax
fees(3)
|
0
|
0
|
|||||
|
All
other fees(4)
|
0
|
6,500
|
|||||
|
(1)
|
Consists
of fees billed for the audit of our annual financial statements,
review of
financial statements included in our Quarterly Reports on Form 10-Q
and
services that are normally provided by the accountant in connection
with
statutory and regulatory filings or
engagements.
|
|
(2)
|
Consists
of assurance and related services that are reasonably related to
the
performance of the audit and reviews of our financial statements
and are
not included in “audit fees” in this table. The services provided by our
accountants within this category consisted of advice relating to
SEC
matters and employee benefit
matters.
|
|
(3)
|
Consists
of professional services rendered by a company aligned with our principal
accountant for tax compliance, tax advice and tax
planning.
|
|
(4)
|
The
services provided by our accountants within this category consisted
of
advice and other services relating to our transaction with the Pequot
entities and other matters.
|
|
(5)
|
On
October 6, 2006, the Company acquired Thorium Power Inc. (“TP Inc.”). This
transaction was accounted for as a reverse acquisition. CVWB were
the
auditors for TP Inc. prior to the transaction and continue to be
the
auditors for the combined company. These fees represent fees paid
to CVWB
for services in 2006.
|
Pre-Approval
Policies and Procedures
The
Audit
Committee has adopted policies and procedures relating to the approval of all
audit and non-audit services that are to be performed by the Company’s
independent registered public accounting firm. This policy generally provides
that the Company will not engage its independent registered public accounting
firm to render audit or non-audit services unless the service is specifically
approved in advance by the Audit Committee or the engagement is entered into
pursuant to one of the pre-approval procedures described below.
From
time
to time, the Audit Committee may pre-approve specified types of services that
are expected to be provided to the Company by its independent registered public
accounting firm during the next 12 months. Any such pre-approval is
detailed as to the particular service or type of services to be provided and
is
also generally subject to a maximum dollar amount.
The
Audit
Committee has also delegated to the chairman of the Audit Committee the
authority to approve any audit or non-audit services to
be
provided to the Company by its independent registered public accounting firm.
Any approval of services by a member of the Audit Committee pursuant to this
delegated authority is reported on at the next meeting of the Audit Committee.
| Item 15. |
Exhibits.
|
The
following exhibits
are
filed with this report, except those indicated as having previously been filed
with the Securities and Exchange Commission 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
|
Amendment
No. 1, dated March 5, 2006, to Mining Acquisition Agreement
between Walter
Doyle and the Company (incorporated by reference from Exhibit
10.12 of the
Company’s Registration Statement on Form S-4 filed June 14,
2006).
|
|
10.2
|
Agreement
and Plan of Merger dated as of February 14, 2006, between
Novastar
Resources Ltd., TP Acquisition Corp. and Thorium Power, Inc.
(incorporated
by reference from the Company’s Current Report on Form 8-K filed on June
13, 2006).
|
|
10.3
|
Amendment
No. 1, dated June 9, 2006, to Agreement and Plan of Merger
between
Novastar Resources Ltd., TP Acquisition Corp. and Thorium
Power, Inc.
(incorporated by reference to Exhibit 10.1 of the current
report of the
Company on Form 8-K filed June 13, 2006).
|
|
10.4
|
Employment
Agreement, dated as of February 14, 2006, between the Company
and Seth
Grae (incorporated by reference to Exhibit 10.2 of the current
report of
the Company on Form 8-K filed February 21, 2006)
|
|
10.5
|
Stock
Option Agreement, dated as of February 14, 2006, between
the Company and
Seth Grae (incorporated by reference to Exhibit 10.3 of the
current report
of the Company on Form 8-K filed February 21, 2006)
|
|
10.6
|
Office
Service Renewal Agreement, dated September 21, 2005, between
Tysons
Business Center, LLC and Thorium Power (incorporated by reference
from
Exhibit 10.22 of the initial filing of the Company’s Registration
Statement on Form S-4 filed June 14, 2006).
|
|
10.7
|
Teaming
Agreement dated February 22, 2006 between The University
of Texas System,
The University of Texas of the Permian Basin, The University
of Texas at
Austin, The University of Texas at Arlington, The University
of Texas at
Dallas, The University of Texas at El Paso, The City of Andrews,
Texas,
Andrews County, Texas, the Midland Development Corporation,
the Odessa
Development Corporation, Thorium Power and General Atomics
(incorporated
by reference from Exhibit 10. the Company’s Registration Statement on Form
S-4 filed June 14, 2006).
|
|
10.8
|
Amendment
No. 1 to Amended and Restated Consulting Agreement, dated
June 12, 2006,
among the Company, Alan Gelband and Alan Gelband Company,
Inc.
(incorporated by reference to Exhibit 10.1 of the current
report of the
Company on Form 8-K filed June 13, 2006).
|
|
10.9
|
Employment
Agreement, dated June 6, 2006, between the Company and Cornelius
J. Milmoe
(incorporated by reference to Exhibit 10.1 of the current
report of the
Company on Form 8-K filed June 13, 2006).
|
|
10.10
|
Stock
Option Agreement, dated June 6, 2006, between the Company
and Cornelius J.
Milmoe (incorporated by reference to Exhibit 10.1 of the
current report of
the Company on Form 8-K filed June 13, 2006).
|
|
10.11
|
Consulting
Agreement, dated June 12, 2006, between the Company and Larry
Goldman
(incorporated by reference to Exhibit 10.1 of the current
report of the
Company on Form 8-K filed June 13, 2006).
|
|
10.12
|
Stock
Option Agreement, dated June 12, 2006, between the Company
and Larry
Goldman (incorporated by reference to Exhibit 10.1 of the
current report
of the Company on Form 8-K filed June 13, 2006).
|
|
10.13
|
Office
Service Agreement, dated April 19, 2006, between Tysons Business
Center
LLC and the Company (incorporated by reference from Exhibit
10.31 the
Company’s Registration Statement on Form S-4 filed June 14,
2006).
|
|
Exhibit
Number
|
Description
|
|
10.14
|
Employment
Agreement, dated July 27, 2006, between the Company
and Andrey Mushakov
(incorporated by reference to Exhibit 10.1 of the current
report of the
Company on Form 8-K filed August 4, 2006).
|
|
10.15
|
Stock
Option Agreement, dated July 27, 2006, between the
Company and Andrey
Mushakov (incorporated by reference to Exhibit 10.2
of the current report
of the Company on Form 8-K filed August 4, 2006).
|
|
10.16
|
Employment
Agreement, dated July 27, 2006, between the Company
and Thomas Graham, Jr.
(incorporated by reference to Exhibit 10.3 of the current
report of the
Company on Form 8-K filed August 4, 2006).
|
|
10.17
|
Stock
Option Agreement, dated July 27, 2006, between the
Company and Thomas
Graham, Jr. (incorporated by reference to Exhibit 10.4
of the current
report of the Company on Form 8-K filed August 4,
2006).
|
|
10.18
|
Amendment
No. 2, dated August 8, 2006, to Agreement and Plan
of Merger between
Novastar Resources Ltd., TP Acquisition Corp. and Thorium
Power, Inc.
(incorporated by reference to Exhibit 10.1 of the current
report of
Novastar on Form 8-K filed August 9, 2006).
|
|
10.19
|
Independent
Director Contract, dated August 21, 2006, between the
Company and Victor
Alessi (incorporated by reference to Exhibit 10.1 of
the current report of
the Company on Form 8-K filed August 25, 2006).
|
|
10.20
|
Stock
Option Agreement, dated August 21, 2006, between the
Company and Victor
Alessi (incorporated by reference to Exhibit 10.2 of
the current report of
the Company on Form 8-K filed August 25, 2006).
|
|
10.21
|
Independent
Director Contract, dated August 21, 2006, between the
Company and Victor
Alessi (incorporated by reference to Exhibit 10.1 of
the current report of
the Company on Form 8-K filed August 25, 2006).
|
|
10.22
|
Independent
Director’s Contract, dated October 23, 2006, between Thorium
Power, Ltd.
and Jack D. Ladd (incorporated by reference to Exhibit
10.1 to the
Company’s Current Report on Form 8-K, filed on October 23,
2006).
|
|
10.23
|
Independent
Director’s Contract, dated October 23, 2006, between Thorium
Power, Ltd.
and Daniel B. Magraw (incorporated by reference to
Exhibit 10.2 to the
Company’s Current Report on Form 8-K, filed on October 23,
2006).
|
|
10.24
|
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).
|
|
10.25
|
Restricted
Stock Grant Agreement, dated April 12, 2007, between
Erik
Hallstrom and Thorium Power, Ltd. (incorporated by
reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed on April 18,
2007).
|
|
10.26
|
Stock
Option Agreement, dated April 12, 2007, between Erik
Hallstrom and Thorium Power, Ltd. (incorporated by
reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K, filed on April 18,
2007).
|
|
10.27
|
Independent
Director’s Contract, dated October 23, 2006, between Thorium
Power, Ltd.
and Jack D. Ladd (incorporated by reference to Exhibit
10.1 to the
Company’s Current Report on Form 8-K, filed on October 23,
2006).
|
|
10.28
|
Independent
Director’s Contract, dated October 23, 2006, between Thorium
Power, Ltd.
and Daniel B. Magraw (incorporated by reference to
Exhibit 10.2 to the
Company’s Current Report on Form 8-K, filed on October 23,
2006).
|
|
10.29
|
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).
|
|
10.30
|
Restricted
Stock Grant Agreement, dated April 12, 2007, between
Erik
Hallstrom and Thorium Power, Ltd. (incorporated by
reference to Exhibit
10.1 to the Company’s Current Report on Form 8-K, filed on April 18,
2007).
|
|
10.31
|
Stock
Option Agreement, dated April 12, 2007, between Erik
Hallstrom and Thorium Power, Ltd. (incorporated by
reference to Exhibit
10.2 to the Company’s Current Report on Form 8-K, filed on April 18,
2007).
|
|
10.32
|
Employment
Agreement, dated February 1, 2007, between James Guerra
and Thorium Power,
Ltd. (incorporated by reference to Exhibit 10.1 to
the Company’s Current
Report on Form 8-K, filed on October 23, 2007)
|
|
10.33
|
Agreement
for Ampoule Irradiation Testing in 2006-2007, dated
December 28, 2007,
between Thorium Power, Inc. and Russian Research Centre
Kurchatov
Institute (incorporated by reference to Exhibit 10.33
to the Company’s
Annual Report on Form 10-K, filed on March 27, 2008)
|
|
14.1
|
Code
of Ethics (incorporated by reference from the Company’s Annual Report on
Form 10-KSB filed on November 25, 2005).
|
|
16.1
|
Letter
from Morgan and Company dated September 14, 2005 regarding
change in
independent accountant (incorporated by reference from
the Company’s
Current Report on Form 8-K filed on October 11, 2005).
|
|
Rule
13a-14(a)/15d-14(a) Certification - Principal Executive
Officer
|
|
|
Rule
13a-14(a)/15d-14(a) Certification - Principal Accounting
Officer
|
|
|
Section
1350 Certifications
|
| * |
Filed
herewith
|
SIGNATURES
In
accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
the
Registrant caused this Report on Form 10-K to be signed on its behalf by the
undersigned, thereto duly authorized individual.
Date:
April 30, 2008
THORIUM
POWER, LTD.
By:
/s/ Seth Grae
Seth
Grae
Chief
Executive Officer, President
and Director
In
accordance with the Securities Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the Registrant and in the capacities
and on the dates indicated.
|
SIGNATURE
|
TITLE
|
|
|
/s/
Seth Grae
|
Chief
Executive Officer, President and Director
|
|
| Seth Grae | (Principal Executive Officer) | |
|
/s/
James Guerra
|
Chief
Financial Officer and Treasurer
|
|
| James Guerra | (Principal Financial Officer) | |
|
/s/
Thomas Graham, Jr.
|
Director
|
|
| Thomas Graham, Jr. | ||
|
/s/
Victor Alessi
|
Director
|
|
| Victor Alessi | ||
|
/s/
Jack Ladd
|
Director
|
|
| Jack Ladd | ||
|
/s/
Dan Magraw
|
Director
|
|
| Dan Magraw | ||
-
15
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