FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
HALLSTROM ERIK A
  2. Issuer Name and Ticker or Trading Symbol
Thorium Power, Ltd [THPW.OB]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Operating Officer
(Last)
(First)
(Middle)
2815 28TH STREET NW
3. Date of Earliest Transaction (Month/Day/Year)
12/05/2007
(Street)

WASHINGTON, DC 20008
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock (1) 04/12/2007   A   1,000,000 A $ 0 1,000,000 D  
Common Stock (2) 12/05/2007   A   185,804 A $ 0 1,185,804 D  
Common Stock (3) 12/05/2007   D   74,322 D $ 0.35 1,111,482 D  

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (Right to Buy) (4) $ 0.3 04/12/2007   A   1,000,000   08/01/2007 04/12/2017 Common Stock 1,000,000 $ 0 1,000,000 D  
Stock Option (Right to Buy) (5) $ 0.35 12/05/2007   A   557,413   12/05/2007 05/12/2017 Common Stock 557,413 $ 0 1,557,413 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
HALLSTROM ERIK A
2815 28TH STREET NW
WASHINGTON, DC 20008
      Chief Operating Officer  

Signatures

 /s/ Erik A. Hallstrom   12/07/2007
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) On April 12, 2007, pursuant to the terms and conditions of an Employment Agreement dated February 1, 2007, the Issuer granted to Mr. Hallstrom 1,000,000 shares of its common stock.
(2) On December 5, 2007, the Issuer granted 185,804 share of its common stock to the Mr. Hallstrom as part its annual equity compensation to its employees.
(3) The Issuer redeemed 74,322 shares from Mr. Hallstrom on December 5, 2007. Proceeds of this redemption were paid directly to federal and/or state taxing authorities to cover Mr. Hallstrom's tax liability relating to the grant of 185,804 shares of common stock of Mr. Hallstrom.
(4) On April 12, 2007, pursuant to the terms and conditions of an Employment Agreement dated February 1, 2007, the Issuer granted to Mr. Hallstrom an option for the purchase of 1,000,000 shares of the Issuer's common stock at an exercise price of $0.30 per share.
(5) On December 5, 2007, the Issuer granted Mr. Hallstrom an incentive stock option for the purchase of 557,413 shares of the Issuer's common stock as part of its annual equity compensation to its employees.

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