SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

       DIVISION OF
CORPORATION FINANCE
   Mail Stop 7010

 June 15, 2007

    Via facsimile and U.S. mail

     Mr. Seth Grae
President and Chief Executive Officer
Thorium Power Ltd.
8300 Greensboro Drive, Suite 800
McLean, VA 22102

Re:   Thorium Power Ltd.
Post-Effective Amendment to Registration Statement on
Form SB-2
  Filed May 30, 2007
     File No. 333-135437
      Form 10-KSB for the Fiscal Year Ended December 31, 2006
    Filed March 20, 2007
    Form 10-QSB for the Fiscal Quarter Ended March 31, 2007
    Filed May 10, 2007
    File No. 0-28543

 Dear Mr. Grae:

We have limited our review of your filings to those issues we have addressed in
our comments.  Where indicated, we think you should revise your docum ents in response
to these comments.  If you disagree, we w ill consider your explanation as to why our
comment is inapplicable or a revision is unneces sary.  Please be as detailed as necessary
in your explanation.  In some of our comme nts, we may ask you to provide us with
information so we may better understand your  disclosure.  After reviewing this
information, we may raise additional comments.

 Please understand that the purpose of our re view process is to assist you in your
compliance with the applicable disclosure  requirements and to  enhance the overall
disclosure in your filings.  We look forward to working with you in these respects.  We
welcome any questions you may have about our comments or any other aspect of our review.  Feel free to call us at the telephone numbers listed at the end of this letter.

Mr. Seth Grae
Thorium Power Ltd.
June 15, 2007
Post-Effective Amendment on Form SB-2

General
1. Please note that if a revision or additi onal disclosure in connection with our
current review of your Form 10-KSB a nd Form 10-QSB is required, we would
also expect a concurrent change be ma de in Post-Effective Amendment on Form
SB-2, to the extent applicab le.  In addition, please be advised that you must clear
all comments to the Forms 10-KSB a nd 10-QSB prior to acceleration of
effectiveness on the Post-Effective Amendment.

Undertakings, page II-8
2.  Please provide the undertaking required  by Item 512(g)(2) of Regulation S-B.

Signature Page
3. Form SB-2 must be signed by your Contro ller or Principal A ccounting Officer.
Please provide the proper signatu res in your next amendment.

Form 10-KSB for the Fiscal Year Ended December 31, 2006

Description of Business, page 3

4. We note your disclosures of several statements, including the following:

• page 5, sixth paragraph: “…these companies will be our competitors…
however they will also be potential licensees of our fuel designs and may
fabricate nuclear fuels using our fuel design technology”

• page 6, second paragraph: “We expect that our thorium/reactor grade
plutonium disposing fuel will be less expensive compared to MOX or
conventional uranium fuel, assuming that the separated reactor-grade
plutonium is available to us at no cost”

• page F-10, third paragraph:  “Our nuclear fuel process is dependent on the
ability of suppliers of the mineral th orium, to provide it to our future
customers on a timely basis and also on favorable terms”

Please expand your disclosures to discuss your basis for making these and similar
statements appearing elsewher e in the filing, specifically  as they pertain to your
expectations about who will be your customers and competitors, and assumptions
about contractual terms and the co sts of obtaining materials.

 2

Mr. Seth Grae
Thorium Power Ltd.
June 15, 2007
The extent of your progress in negotia ting these arrangements and elevating your
competitive stature to the level suggeste d in the disclosure should be clear.

Financial Statements

Report of Independent Registered Public Accounting Firm, page F-2

5. We note that language in the report issued by your cu rrent auditors, Child, Van
Wagoner & Bradshaw, PLLC, indicates that they audited your financial
statements for the period from January 1, 2002 to December 31, 2006.  However, you have not presented financial statements  for this period alone.  We see that
your auditors also state that they did not  audit your financia l statements covering
the period from January 8, 1992 (date of inception) to December 31, 2001, as those statements were audited by other auditors.

If your current auditors are to make refere nce to the report of th e other auditors, to
indicate a division of responsibilit y, they would opine on your financial
statements for the entire  period, from January 8, 1 992 (date of inception) to
December 31, 2006, with an expression of reliance on the work of the other auditors in the introductory, scope and opinion paragraphs, while also indicating
the magnitude of the portion of the fina ncial statements audited by the other
auditor, following the guidance in  AU Sections 543.06 through 543.09.

6. Please include the audit report from your  prior auditors in the body of your
financial statements, immediately follo wing the audit report from your current
auditors, instead of as an exhibit to your filing.

If you include the audit report of your prio r auditors in your filing, confirm for us
that you have obtained permission and a reissuance of the report from your prior auditors.  If you are unable to obta in permission and reissuance, other
arrangements will need to be made; please advise us of any difficulties you have in this regard.  Your prior auditors can refer to AU Sections 508.70 through
508.73 for further guidance on report reissuance.

Consolidated Statements of Cash Flows, page F-5

7. Ordinarily share issue costs are recorded  as an adjustment to offset offering
proceeds, in equity, except when associated  with shares issued in a reverse merger
recapitalization, in which case the costs re corded against equity should be limited
to the amount of cash received.  Tell  us why you report the item labeled
“capitalization of share issue costs” as an adjustment to your fiscal year 2006 net loss, suggesting this item impacted your results of operations for the period, and
why your $441,553 adjustment was added to, instead of subtracted from your net loss.  Please include details about the share issuance and nature of costs incurred
 3

Mr. Seth Grae
Thorium Power Ltd.
June 15, 2007
(e.g. transaction dates, number of shares, proceeds, and the amounts and form of consideration representing share issuance costs).

Consolidated Statements of Changes in Stockholders’ Deficiency, page F-6

8. Please revise your statements to show th e effects of exchanging shares in your
reverse merger on a retroactive basis.  Share activity of the accounting acquirer in
a reverse merger should be recast using the ra tio of shares issued by the legal
acquirer in the reverse merger over shar es of the accounting acquirer that were
outstanding immediately prior to the exch ange, similar to a stock split.

This should render the duplicative co mmon share columns that you include
unnecessary.  After recasting, all share activity immediatel y before the transaction
should sum to equal the number of shares  issued by the accounting target.  This
should be followed by an entry showing the number of shares of the accounting target that were outstanding immediately before the event, along with the net
assets or liabilities of that entity rece ived by the accounting acquirer.  Revise your
disclosures on page F-11 as necessary to clarify how the share counts, ownership percentage and exchange ratio are represented in your presentation.

You may refer to the guidance in Section I.F of Division of Corporation Finance: Frequently Requested Accounting and Fi nancial Reporting Interpretations and
Guidance, located on our website at the following address.

http://www.sec.gov/divisions/corpfin/guidance/cfactfaq.htm#P162_22074

Please note the reference on our website  to guidance issued by the Emerging
Issues Committee of the Canadian Institute of Chartered Accountants, which we believe is compatible with U.S. GAAP in  this area, and is available in EIC 10.

9. We note your $5.2 million entry showing an “allocation of expenses” covering the period from January 1, 2006 through June  30, 2006 of Thorium Power, Ltd., as a
credit to additional paid-in capital.  We see that you also mention an allocation of
expenses in your pro forma presentation on page F-12.  Tell us the extent to which
these items represent the same transactions , and explain the reasons they differ.
Describe the specific service or prod uct for which the expenses are being
incurred, the amount and form of cons ideration conveyed in exchange, dates
incurred, and the reasons th ey were incurred by the acc ounting target on behalf of
the accounting acquirer, if that is your view.  Also, si nce you have characterized
the transaction as a reverse merger recap italization, tell us  why you present pro
forma information, as if you had completed a business acquisition.

 4

Mr. Seth Grae
Thorium Power Ltd.
June 15, 2007
Note 1 – Nature of Operations and Merg er with Thorium Power, Inc., page F-10

Merger Agreement

10. We note your summary of assets and liabili ties of Thorium Power, Ltd. deemed to
have been acquired by you.  Please revise  your disclosure to  reconcile the book
value of net assets acquired, as shown in this summary, to the $1,025,959 value of
net assets acquired, shown on page F-9 of your Statements of Changes in Stockholders’ Deficiency.  Please be su re to identify your elimination of
intercompany accounts not reflected in your entry on page F-9.  Expand your disclosure to explain your reason for any remaining difference.

11. Revise your disclosures under this heading as necessary to show clearly the dates
of the various actions.  For example, in the first sentence, you presently suggest
that an event on February 14, 2006 occurre d after the merger on October 6, 2006.
The sequence of each undertaking describe d should be logical and evident.

Note 2 – Summary of Significant Accounting Policies, page F-12

j) Impairment Charges, page F-15

12. We note your disclosure of examples of events that would trigger impairment
testing of your property, plan t, and equipment.  However, you did not mention the
condition of paragraph 8e of SFAS 144, al so requiring impairment testing when
you report a current-period operating or cas h flow loss, combined with a history
of operating or cash flow losses.  Please expand your disclosure to describe the
results of your impairment testi ng, triggered by this condition.

Note 7 – Stockholders’ Equity, page F-18

f) Common Stock and Warrants Reserved  for Future Issuance, page F-24

13. We note you disclose on page F-25 that you redeemed 1.62 million shares from a restricted stock grant to two executiv es at $0.20 per share, reflecting a 50%
discount, due to lack of marketability, o ff your closing market stock price on the
issuance date, in order to pay for the payroll taxes owed on the stock based
compensation.  Please tell us how you recorded your stock redemption and payroll tax transactions, and how your redemption payment to your executives
achieved your payroll tax payment requirement.  Also explain whether the discount applied to your valuation of th e compensation charge or only to the
redemption price.  Since you identify a va luation expert, you will need to identify
that individual or firm in the fili ng, assuming you are able  to obtain their
permission.  If your discount applied to the compensation element, adjustment
may be necessary, as discounts for stock rest rictions or lack of  marketability are
 5

Mr. Seth Grae
Thorium Power Ltd.
June 15, 2007
generally not permitted under U.S. GAAP.  For examples, you may refer to the
following guidance:

• Question 58 of the FASB Staff Implementation Guide to Statement 115,
Accounting for Certain Investments  in Debt and Equity Securities , which
states that adjusting the quoted ma rket price is not permitted when
determining fair value; and

• Footnote 3 of EITF 98-5, Accounting for Convertible Securities with
Beneficial Conversion Features or Contingently Adjustable Conversion
Ratios, which states that quoted market prices  should not be adjusted to reflect
transferability restrictions.

Note 10 – Commitments and Contingencies, page F-25

14. We note you disclose that you entered into an agreement imposing a $1.25 million
minimum financial commitment toward a test and research reactor project in
Texas.  However, you further disclo se that after paying $550,000, you have
decided to no longer contribute additional funding and believe that you have no further obligations to fund this project.  Please expand your disclosure to clarify
how you recorded the $550,000 payment and how the terms of this agreement enabled you to not fulfill your minimum commitment.  Please identify the
counterparty to this arrangement and de scribe any relationships between your
officers or owners, and those of th e counterparty or its affiliates.

Exhibit 99.1 – Thorium Power, Ltd. Financial Statements As Of and For The Nine
Months Ended September 30, 2006

15. We note that you have labeled what appear s to be the financial statements of
Thorium Power Inc., covering the in terim periods through September 30, 2006,
before the merger, as those of Thorium Power Ltd.  Please modify this exhibit to correct the labeling, and to include a preliminary cover page explaining the
reasons these are being presented, sin ce you had previously filed financial
statements for the accounting acquirer through June 30, 2006 in your Form SB-2,
but had not subsequently reported the follo wing quarter.  Also add notes to these
interim financial statements, as you ha d done in the registration statement.

Form 10-QSB for the Fiscal Quarter Ended March 31, 2007

General

16. Please add the information required about your  disclosure controls and procedures
under Items 307 and 308T of Regulation S-B, to comply with Item 3 of Form 10-
QSB.

 6

Mr. Seth Grae
Thorium Power Ltd.
June 15, 2007
Financial Statements

Note 5 – Research and De velopment Costs, page 6

17. Please expand your disclosure to fill in the missing research and development cost
amounts for the three months ended March 31, 2007 and 2006, and discuss your
accounting for such costs.

Closing Comments

Please amend your Form 10-KSB and your Fo rm 10-QSB within ten days of the
date of this letter, or tell us when you will amend them. As appropriate, please amend
your registration statement in response to thes e comments.  You may wish to provide us
with marked copies of the amendments to expedite our review.  Please furnish a cover letter with your amendments that keys your  responses to our comm ents and provides any
requested information.  Detailed cover letters greatly facilitate our review.  Please understand that we may have additional comm ents after reviewing your amendments and
responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.

Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the time of such request, acknowledging that:

‚ should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose th e Commission from taking any action with
respect to the filing;

‚ the action of the Commission or the staff, acting pursuant to delegated authority, in
d