SEC Comment Letter for LIGHTBRIDGE Corp (LTBR) (CIK 0001084554) (LTBR) — Aug 7, 2007
LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)
Date: Aug. 7, 2007 · CIK: 0001084554 · Accession: 0000000000-07-038324
AI Filing Summary & Sentiment
File numbers found in text: 333-135437
Letter
Re: Thorium Power Ltd. Draft Post-Effective Amendmen t No. 2 to Registration Statement on Form SB-2 File No. 333-135437
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549
DIVISION OF CORPORATION FINANCE Mail Stop 7010
August 7, 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
Draft Amendment on Form 10-KSB for the fiscal year ended December 31, 2006, filed March 20, 2007
Draft Amendment on Form 10-QSB for the fiscal quarter ended March 31, 2007, filed May 10, 2007 File No. 0-28543
Submitted July 13, 2007 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. August 7, 2007 Page 2 Draft Post-Effective Amendm ent No. 2 on Form SB-2 1. We note your response to our prior comment 3, and reissue it. Your controller or principal accounting officer, or person ac ting in that capacity must sign the registration statement. Please refer to Instruction no. 1 of the Instruction for Signatures at the end of Form SB-2.
Draft Amendment No.1 to Form 10-KSB for the Fiscal Year Ended December 31, 2006
General
2. Please revise your explanat ory note on page 3 and in troductory note on page F-10 to replace references to SEC comments or letters constituting the basis for your revisions with a discussion of the sign ificant issues and reasons these have required an amendment to your filing (e.g. to clarify or correct earlier disclosures, or to correct your financial accounting to comply with generally accepted accounting principles).
Consolidated Statements of Changes in Stockholders’ Deficiency, page F-6
3. We see the revisions you made in res ponse to prior comment 8, regarding the recasting of share activity based on the share exchange ratio in your reverse merger. On page F-12 you now state th at as a result of the reverse merger, “…there were 296,399,328 common shares outstanding on October 6, 2006 (including 36,659,837 shares of common stock with registration rights).” Please further revise your disclosure to clarify how these figures reconcile to the amounts reported in your Statements of Changes in Stockholders’ Deficiency, including the 124,101,637 share count on the reverse me rger line, and the total of the preceding activity, amounting to 135,637,854 shares, which agrees with your disclosure of newly issued shares utilized in your recasting exercise.
Note 1 – Nature of Operations and Merg er with Thorium Power, Inc., page F-11
4. We note your response to prior comment 9, concerning the $5.2 million allocated expenses covering the period from January 1, 2006 through June 30, 2006, recorded as additional paid-in capital on page F-9. Tell us why the additional $2.3 million in allocated expenses, coveri ng period from July 1, 2006 to October 6, 2006, is not also reflected as a contribu tion to equity. Provide us with the journal entries made in recording the $2.3 million allocated expenses.
Mr. Seth Grae Thorium Power Ltd. August 7, 2007 Page 3 Exhibit 99.1 – Thorium Power, Inc. Financ ial Statements As Of and For The Nine Months Ended September 30, 2006
5. We see that you have added in your ma rked draft amendment an introductory statement and notes to the interim fina ncial statements in response to prior comment 15. However, the unmarked vers ion of your draft amendment appears to have some of the notes to these interi m financial statements interspersed with the notes to the annual financial statem ents on pages F-20 through F-25; and is also missing the notes appearing on pages F-26 through F-31 of your marked amendment to Exhibit 99. Please advise us of all other inconsistencies between your marked and unmarked draft amendments.
Draft Amendment No. 1 to Form 10-QSB fo r the Fiscal Quarter Ended March 31, 2007
Controls and Procedures, page 2
6. We note your addition of the controls a nd procedures disclosure responding to prior comment 16. Please expand your di sclosure to specify the period covered by your controls and procedures evalua tion and effectiveness conclusion, noting the requirements under Item 307 of Regulation S-B.
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:
Mr. Seth Grae Thorium Power Ltd. August 7, 2007 Page 4 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 declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all information you provide to the staff of the Di vision of Corporation Finance in connection with our review of your filing or in response to our comments on your filing. We will consider a written request for acceleration of the effective date of the registration statement as conf irmation of the fact that t hose requesting acceleration are aware of their respective re sponsibilities under the S ecurities Act of 1933 and the Securities Exchange Act of 1934 as they rela te to the proposed public offering of the securities specified in the above registration statement. We will act on the request and, pursuant to delegated authority, grant acce leration of the effective date. We direct your attention to Rules 46 0 and 461 regarding requesting acceleration of a registration statement. Please allow ade quate time after the filing of any amendment for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Lily Dang at (202) 551-3867 or, in her absence Karl Hiller at (202) 551-3686 with any question on the financial statements or related matters. You may contact Donna Levy at (202) 551-3292 or , in her absence, me at (202) 551-3611 with any other questions.
Sincerely,
Anne Nguyen Parker
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
August 7, 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.
Draft Post-Effective Amendmen t No. 2 to Registration
Statement on Form SB-2
File No. 333-135437
Draft Amendment on Form 10-KSB for the fiscal year ended
December 31, 2006, filed March 20, 2007
Draft Amendment on Form 10-QSB for the fiscal quarter ended March 31, 2007, filed May 10, 2007
File No. 0-28543
Submitted July 13, 2007
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.
August 7, 2007 Page 2
Draft Post-Effective Amendm ent No. 2 on Form SB-2
1. We note your response to our prior comment 3, and reissue it. Your controller or
principal accounting officer, or person ac ting in that capacity must sign the
registration statement. Please refer to Instruction no. 1 of the Instruction for Signatures at the end of Form SB-2.
Draft Amendment No.1 to Form 10-KSB for the Fiscal Year Ended December 31, 2006
General
2. Please revise your explanat ory note on page 3 and in troductory note on page F-10
to replace references to SEC comments or letters constituting the basis for your
revisions with a discussion of the sign ificant issues and reasons these have
required an amendment to your filing (e.g. to clarify or correct earlier disclosures,
or to correct your financial accounting to comply with generally accepted accounting principles).
Consolidated Statements of Changes in Stockholders’ Deficiency, page F-6
3. We see the revisions you made in res ponse to prior comment 8, regarding the
recasting of share activity based on the share exchange ratio in your reverse
merger. On page F-12 you now state th at as a result of the reverse merger,
“…there were 296,399,328 common shares outstanding on October 6, 2006
(including 36,659,837 shares of common stock with registration rights).” Please further revise your disclosure to clarify how these figures reconcile to the amounts
reported in your Statements of Changes in Stockholders’ Deficiency, including
the 124,101,637 share count on the reverse me rger line, and the total of the
preceding activity, amounting to 135,637,854 shares, which agrees with your disclosure of newly issued shares utilized in your recasting exercise.
Note 1 – Nature of Operations and Merg er with Thorium Power, Inc., page F-11
4. We note your response to prior comment 9, concerning the $5.2 million allocated
expenses covering the period from January 1, 2006 through June 30, 2006, recorded as additional paid-in capital on page F-9. Tell us why the additional
$2.3 million in allocated expenses, coveri ng period from July 1, 2006 to October
6, 2006, is not also reflected as a contribu tion to equity. Provide us with the
journal entries made in recording the $2.3 million allocated expenses.
Mr. Seth Grae
Thorium Power Ltd.
August 7, 2007 Page 3
Exhibit 99.1 – Thorium Power, Inc. Financ ial Statements As Of and For The Nine
Months Ended September 30, 2006
5. We see that you have added in your ma rked draft amendment an introductory
statement and notes to the interim fina ncial statements in response to prior
comment 15. However, the unmarked vers ion of your draft amendment appears
to have some of the notes to these interi m financial statements interspersed with
the notes to the annual financial statem ents on pages F-20 through F-25; and is
also missing the notes appearing on pages F-26 through F-31 of your marked
amendment to Exhibit 99. Please advise us of all other inconsistencies between
your marked and unmarked draft amendments.
Draft Amendment No. 1 to Form 10-QSB fo r the Fiscal Quarter Ended March 31, 2007
Controls and Procedures, page 2
6. We note your addition of the controls a nd procedures disclosure responding to
prior comment 16. Please expand your di sclosure to specify the period covered
by your controls and procedures evalua tion and effectiveness conclusion, noting
the requirements under Item 307 of Regulation S-B.
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:
Mr. Seth Grae
Thorium Power Ltd.
August 7, 2007 Page 4
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
declaring the filing effective, does not relieve the company from its full responsibility
for the adequacy and accuracy of the disclosure in the filing; and
the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement. We will act on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement. Please allow ade quate time after the filing of any amendment
for further review before submitting a request for acceleration. Please provide this request at least two business days in a dvance of the requested effective date.
You may contact Lily Dang at (202) 551-3867 or, in her absence Karl Hiller at
(202) 551-3686 with any question on the financial statements or related matters. You may contact Donna Levy at (202) 551-3292 or , in her absence, me at (202) 551-3611
with any other questions.
Sincerely,
Anne Nguyen Parker
cc: Louis Bevilacqua, Esq. (by facsimile, 202-654-1804 )
L. Dang
K. Hiller
D. Levy