Published on October 27, 2008
THORIUM
POWER, LTD.
1600
Tysons Boulevard, Suite 550
McLean,
VA 22102
571.730.1200
October
27, 2008
H.
Roger
Schwall
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F
Street, NE
Washington,
DC 20549
Re:
Thorium
Power, Ltd.
Amendment No. 1 to Preliminary Proxy Statement on Schedule 14A
Commission
File No. 0-28543
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 October 21, 2008, providing the Staff’s
comments with respect to the above referenced Amendment No. 1 to Preliminary
Proxy Statement on Schedule 14A filed with the Commission on October 14, 2008
and the initial filing of the Preliminary Proxy Statement on Schedule 14A filed
with the Commission on September 10, 2008 (collectively, the “Proxy
Statement”).
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.
General
|
1.
|
Please
submit, on behalf of the company, the representations requested in
the
closing paragraphs of our September 29, 2008 comment
letter.
|
Thorium
Power Response: The Company hereby confirms and acknowledges as
follows:
| · |
The
Company is responsible for the adequacy and accuracy of the disclosure
in
the Proxy Statement;
|
| · |
The
Staff comments or changes to disclosure in response to Staff comments
do
not foreclose the Commission from taking any action with respect
to the
filing; and
|
| · |
The
Company may not assert Staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities
laws of the United States.
|
|
2.
|
Please
ensure to make all material updates to your filing. For example,
we note
your disclosure at page 1 that the approximate date on which the
proxy
statement and proxy card are intended to be sent or given to shareholders
is October 14.
|
Thorium
Power Response: In Amendment No. 2 to the Proxy Statement, we have disclosed
that we intend to deliver the proxy statement and proxy card to our shareholders
on or about October 31, 2008. If the Staff has further comments to the Proxy
Statement, we will adjust this disclosure as necessary. We have made other
modifications to update our filing as necessary.
|
3.
|
We
note your response to our prior comment 2 and reissue such comment.
Please
provide consistent disclosure regarding the vote required for the
election
of directors. For example, you disclose at page 2 that directors
are
elected by a plurality of the votes cast at the meeting. However,
at page
12 you indicate that directors are elected by majority of the votes
cast
at the meeting.
|
Thorium
Power Response: We have revised the disclosure at page 12 of the Proxy Statement
to state that directors are elected by a plurality of the votes cast at the
meeting. Our disclosure regarding voting for the election of directors is now
consistent throughout the Proxy Statement.
Effect
of Reverse Stock Split, page 20
|
4.
|
We
note your response to our prior comment 6 and reissue such comment
in
part. Please clarify the number of shares that will be authorized
but
unreserved and available for issuance after the reverse stock
split.
|
Thorium
Power Response: We have revised the Proxy Statement to reflect the number of
shares that will be authorized but unreserved and available for issuance after
the reverse stock split.
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 Pillsbury Winthrop Shaw Pittman
LLP, our outside special securities counsel, at (202) 663-8158.
Sincerely,
Thorium
Power, Ltd.
By:
/s/
Seth
Grae
Seth
Grae
Chief
Executive Officer