Published on October 14, 2008
THORIUM
POWER, LTD.
1600
Tysons Boulevard, Suite 550
McLean,
VA 22102
571.730.1200
October
14, 2008
H.
Roger
Schwall
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F
Street, NE
Washington,
DC 20549
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Re:
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Thorium
Power, Ltd.
Preliminary
Proxy Statement on Statement 14A
Commission
File No. 0-28543
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Dear
Mr.
Schwall:
On
behalf
of Thorium Power, Ltd. (“Thorium
Power”
or
the
“Company”),
we
hereby submit Thorium Power’s responses to the comments of the staff (the
“Staff”)
of the
Securities and Exchange Commission (the “Commission”)
set
forth in the Staff’s letter, dated September 29, 2008, providing the Staff’s
comments with respect to the above referenced Preliminary Proxy Statement
on
Schedule 14A (the “Proxy
Statement”),
filed
with the Commission on September 10, 2008.
For
the
convenience of the Staff, each of the Staff’s comments is included and is
followed by the corresponding response of the Company. Unless the context
indicates otherwise, references in this letter to “we”, “us” and “our” refer to
the Company on a consolidated basis.
Preliminary
Proxy Statement on Schedule 14A filed September 10, 2008
General
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1.
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Please
provide the information required by Instruction 2 to Item 407 of
Regulation S-K with respect to the charters of your audit committee,
compensation committee, and corporate governance and nominating
committee.
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Thorium
Power Response: We have provided the addresses to our website where shareholders
may view copies of the charters for each of the committees of our board of
directors as required by Instruction 2 to Item 407 of Regulation
S-K.
Voting
Your Proxy, page 1
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2.
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We
note your disclosure that in uncontested elections, directors are
elected
by majority of the votes cast at the meeting. However, Section
2.11 of
your amended and restated bylaws provides that in the election
of
directors, a plurality of the votes cast shall elect. Please advise
or
revise.
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Thorium
Power Response: We have revised the Proxy Statement to conform to the
requirements of our bylaws.
Proposal
3 -- Approval and Ratification of an Amendment of the Articles of Incorporation
to Authorize the Board the Discretion to Effect a Reverse Stock Split...,
page
20
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3.
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We
note your disclosure that your board of directors will have the
authority
to effect a reverse stock split of up to 1-for-50. Please disclose
the
specific factors that your board of directors will consider when
determining the size of the ratio.
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Thorium
Power Response: We have revised the disclosure in the Proxy Statement to
state
that in determining the precise ratio of a stock split, our board of directors
will consider the price per share of our common stock as traded on the
Over-the-Counter Bulletin Board as well as the current number of outstanding
shares of our common stock.
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4.
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The
reverse stock split will result in an increased number of authorized
but
unissued shares of your common stock. Please disclose whether you
have any
current plans, proposals or arrangements, written or otherwise,
to issue
the additional shares at this time. If so, please discuss them
in
necessary detail. If not, please state that you have no such plans,
proposals or arrangements, written or otherwise, at this
time.
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Thorium
Power Response: We have revised the disclosure in the Proxy Statement to
state
that, at this time, we do not have any current plans, proposals or arrangements,
written or otherwise, to issue additional shares of our common
stock.
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5.
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Please
refer to Release No. 34-15230 and discuss the possible anti-takeover
effects of the reverse stock split. Please also discuss other
anti-takeover mechanisms that may be present in your governing
documents
or otherwise and whether there are any plans or proposals to adopt
other
provisions or enter into other arrangements that may have material
anti-takeover consequences. Inform holders that management could
use the
additional shares to resist or frustrate a third-party transaction
providing an above-market premium that is favored by a majority
of the
independent stockholders.
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Thorium
Power Response: We have revised the disclosure in the Proxy Statement to
provide
additional information regarding anti-takeover effects of both a reverse
stock
split and certain provisions of our governing documents.
Effect
of Reverse Stock Split, page 20
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6.
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In
the table at page 20, please clarify the number of shares that
will be (i)
authorized and reserved for issuance, or (ii) authorized but unreserved
and available for issuance after the reverse stock split. Please
also
discuss the dilutive effect of the reverse stock split on your
current
shareholders.
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Thorium
Power Response: We have revised the Proxy Statement to reflect the number
of
shares reserved and unreserved for issuance following a reverse stock split.
We
have also revised the Proxy Statement to discuss the dilutive effect of a
reverse stock split on our current shareholders.
If
you
would like to discuss any of the responses to the Staff’s comments or if you
would like to discuss any other matters, please contact the undersigned at
703.918.4918 or Louis A. Bevilacqua, Esq. of Thelen LLP, our outside special
securities counsel, at (202) 508-4281.
| Sincerely, | ||
| Thorium Power, Ltd. | ||
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| By: | /s/ Seth Grae | |
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| Seth Grae Chief Executive Officer |
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