SEC Comment Letter for LIGHTBRIDGE Corp (LTBR) (CIK 0001084554) (LTBR) — Aug 21, 2007
LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)
Date: Aug. 21, 2007 · CIK: 0001084554 · Accession: 0000000000-07-040796
AI Filing Summary & Sentiment
File numbers found in text: 333-135437
Letter
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 DIVISION OF CORPORATION FINANCE Mail Stop 7010 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 August 15, 2007
Re: Thorium Power Ltd. Draft Post-Effective Amendment No. 2 to Registration Statement on Form SB-2 File No. 333-135437
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 21, 2007 Page 2 Draft Post-Effective Amendm ent No. 2 on Form SB-2 1. As a follow-up to the oral comment we gave you on August 17, 2007, we note your response to our prior comment 1, and re issue it. Your controller or principal accounting officer, or person acting in that capacity must sign the registration statement, and their title must appear next to their name. Please refer to Instruction no. 1 of the In struction for Signatures at the end of Form SB-2.
Form 10-KSB for the Fiscal Year Ended December 31, 2006
General
2. Please comply with the additional comments in this letter.
Note 1 – Nature of Operations and Merg er with Thorium Power, Inc., page F-11
3. We have read the disclosure you proposed in response to prior comment 4, stating “Thorium Power Ltd recorded approximately $2.3 million of these expenses incurred on behalf of Thorium Power In c. as intercompany charges receivable from Thorium Power Ltd.” It is unc lear why Thorium Power Ltd would be recording a receivable from itself, as suggested. Perhaps you meant to say receivable from Thorium Power Inc. If that is the case, and Thorium Power Inc. recorded a payable to Thorium Power Ltd., instead of placing th e credit in equity as a capital contribution, as it had for the other expenses incurred by Thorium Power Ltd on its behalf, then reclassification may be appropriate. However, we see no reason that a receivable from Thorium Power Inc. in the accounts of Thorium Power Ltd should be considered part of the net assets acquired, or be offset against the payable on the books of Thorium Power Inc., if it should have been recorded as a capital contribution. You should have a clear rationale for handling these expenses differently from those incurred prior to June 30, 2007. Please revise accordingly.
Form 10-QSB for the Fiscal Quarter Ended March 31, 2007
Controls and Procedures, page 2 4. We note your response to prior comment 6. Your revised disclosure is unclear about the period covered by your contro ls and procedures evaluation and effectiveness conclusion; additionally, your disclosure regarding changes in internal control over financ ial reporting refers to fis cal quarter ended June 30, 2007, rather than March 31, 2007. Please fu rther revise your disclosure in accordance with Items 307 and 308(c) of Regulation S-B.
Mr. Seth Grae Thorium Power Ltd. August 21, 2007 Page 3 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 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 advise d that the Division of Enfo rcement 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.
Mr. Seth Grae Thorium Power Ltd. August 21, 2007 Page 4 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
Branch Cheif
Show Raw Text
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
DIVISION OF
CORPORATION FINANCE
Mail Stop 7010
August 21, 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 Amendment 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 August 15, 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 21, 2007 Page 2
Draft Post-Effective Amendm ent No. 2 on Form SB-2
1. As a follow-up to the oral comment we gave you on August 17, 2007, we note your response to our prior comment 1, and re issue it. Your controller or principal
accounting officer, or person acting in that capacity must sign the registration
statement, and their title must appear next to their name. Please refer to
Instruction no. 1 of the In struction for Signatures at the end of Form SB-2.
Form 10-KSB for the Fiscal Year Ended December 31, 2006
General
2. Please comply with the additional comments in this letter.
Note 1 – Nature of Operations and Merg er with Thorium Power, Inc., page F-11
3. We have read the disclosure you proposed in response to prior comment 4, stating
“Thorium Power Ltd recorded approximately $2.3 million of these expenses incurred on behalf of Thorium Power In c. as intercompany charges receivable
from Thorium Power Ltd.” It is unc lear why Thorium Power Ltd would be
recording a receivable from itself, as suggested. Perhaps you meant to say
receivable from Thorium Power Inc. If that is the case, and Thorium Power Inc.
recorded a payable to Thorium Power Ltd., instead of placing th e credit in equity
as a capital contribution, as it had for the other expenses incurred by Thorium
Power Ltd on its behalf, then reclassification may be appropriate. However, we
see no reason that a receivable from Thorium Power Inc. in the accounts of
Thorium Power Ltd should be considered part of the net assets acquired, or be
offset against the payable on the books of Thorium Power Inc., if it should have been recorded as a capital contribution. You should have a clear rationale for
handling these expenses differently from those incurred prior to June 30, 2007.
Please revise accordingly.
Form 10-QSB for the Fiscal Quarter Ended March 31, 2007
Controls and Procedures, page 2
4. We note your response to prior comment 6. Your revised disclosure is unclear
about the period covered by your contro ls and procedures evaluation and
effectiveness conclusion; additionally, your disclosure regarding changes in
internal control over financ ial reporting refers to fis cal quarter ended June 30,
2007, rather than March 31, 2007. Please fu rther revise your disclosure in
accordance with Items 307 and 308(c) of Regulation S-B.
Mr. Seth Grae
Thorium Power Ltd.
August 21, 2007 Page 3
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
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 advise d that the Division of Enfo rcement 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.
Mr. Seth Grae
Thorium Power Ltd.
August 21, 2007 Page 4
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
Branch Cheif
cc: Louis Bevilacqua, Esq. (by facsimile, 202-654-1804 )
L. Dang
K. Hiller
D. Levy