UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
_____________
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date
of
Report (Date of Earliest event Reported): August 4, 2008 (July 31,
2008)
THORIUM
POWER, LTD.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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8300
Greensboro Drive, Suite 800, McLean, VA 22102
(Address
of Principal Executive Offices)
800-685-8082
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
1.01. Entry
into a Material Definitive Agreement
On
July
31, 2008, Thorium Power, Ltd. (the “Company”) entered into Amendment No. 1
(“Amendment No. 1”) to an Agreement for Ampoule Irradiation Testing in 2006-2007
(the “Agreement”), dated December 28, 2007, between the Company and the Russian
Research Centre Kurchatov Institute, a Russian Federation federal state
institution (“Kurchatov”). Pursuant to Amendment No. 1, the term of the
Agreement is extended from August 31, 2008 to December 31, 2008. All other
terms
and conditions contained in the Agreement remain unchanged and in full force
and
effect.
The
foregoing description does not purport to be a complete statement of the
parties’ rights and obligations under the Amendment, or a complete explanation
of the material terms thereof. The foregoing description is qualified in its
entirety by reference to the Amendment, attached hereto as Exhibit
10.1.
Item
7.01. Regulation
FD Disclosure
On
August
4, 2008, the Company is hosting a conference call with its shareholders at
2:00
p.m. Eastern Time. On the call, the Company will provide a general business
update. The telephone number for the conference call is 201-689-8035. A live
webcast of the call will also be available on the company's website,
www.thoriumpower.com.
The
webcast will also be archived on the site, and investors will be able to access
an encore recording of the conference call for one week by calling 201-612-7415,
account #286 and ID #293086. The encore recording will be available two hours
after the conference call has concluded. The conference call will be led by
Seth
Grae, Chief Executive Officer, and will include additional members of the senior
management team.
A
copy of
the Company’s press release, dated August 1, 2008, announcing the call is
furnished herewith as Exhibit 99.1.
The
information contained in Item 7.01 to this current report on form 8-K and the
exhibit attached hereto shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), or otherwise subject to the liabilities of that section, nor shall such
information or such exhibit be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
shall be expressly set forth by specific reference in such a filing. The
information set forth in this Item 7.01 or exhibit 99.1 to this form 8-K shall
not be deemed an admission as to the materiality of any information in Item
7.01
to this report on form 8-K that is required to be disclosed solely to satisfy
the requirements of Regulation FD.
Item
9.01. Financial
Statements and Exhibits
(c) Exhibits
Exhibit
No. |
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Description |
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10.1
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Amendment
No.1 to Agreement for Ampoule Irradiation Testing in 2006-2007, dated
July
31, 2008, between Thorium Power, Inc. and Russian Research Centre
Kurchatov Institute. (English Translation)
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99.1
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Press
release dated August 1, 2008.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
THORIUM
POWER, LTD.
Date:
August 4, 2008
By:/s/
Seth
Grae
Seth
Grae
President
and Chief Executive Officer
EXHIBIT
INDEX
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10.1
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Amendment
No.1 to Agreement for Ampoule Irradiation Testing in 2006-2007, dated
July
31, 2008, between Thorium Power, Inc. and Russian Research Centre
Kurchatov Institute. (English Translation)
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99.1
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Press
release dated August 1, 2008.
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