SEC Company Response from LIGHTBRIDGE Corp (LTBR) (CIK 0001084554) (LTBR) — Aug 28, 2007
LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)
Date: Aug. 28, 2007 · CIK: 0001084554 · Accession: 0001144204-07-046715
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 000-28543, 333-135437
Referenced dates: August 21, 2007, August 21, 2007
Letter
Division of Corporation Finance Draft Amendment on Form 10-KSB for the Fiscal Year Ended December 31, 2006, filed March 20, 2007 Commission File No. 000-28543 Draft Amendment on Form 10-QSB for the Fiscal Quarter Ended March 31, 2007, filed May 10, 2007 Commission File No. 000-28543
Dear Ms. Levy:
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 August 21, 2007, providing the Staff’s comments with respect to the above referenced Draft Post-Effective Amendment No. 2 to a Registration Statement on Form SB-2 (the “Registration Statement”), Draft Amendment to our Annual Report on Form 10-KSB (the “10-KSB”) and the Draft Amendment to our Quarterly Report on Form 10-QSB (the “10-QSB”).
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.
Draft Post-Effective Amendment 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 reissue 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 Instruction for Signatures at the end of Form SB-2.
Thorium Power Response: Larry Goldman, our Treasurer and Acting CFO, will sign the Registration Statement in his capacity as the Company’s Principal Accounting Officer, and this title will appear next to his name.
Draft Amendment No.1 to Form 10-KSB for the Fiscal Year Ended December 31,
General
2.
Please comply with the additional comments in this letter.
Note I --Nature of Operations and Merger 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, Inc. as intercompany charges receivable from Thorium Power Ltd.” It is unclear 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 the credit in equity as a capital contribution, as it had for the other expenses incurred by Thorium Power, Ltd. on its behalf, then reclassification maybe 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.
Thorium Power Response: We have revised our disclosure to present all expenses allocated from Thorium Power, Ltd. to Thorium Power, Inc., prior to the merger as capital contributions to Thorium Power, Inc. by Thorium Power, Ltd.
Our revised disclosure is included with this response as Exhibit 1.
Draft Amendment No. 1 to Form 10-QSB for the Fiscal Quarter Ended March 31, 2007
Controls and Procedures, page 2
4.
We note your re to prior comment 6. Your revised disclosure is unclear about the period covered by your controls and procedures evaluation and effectiveness conclusion; additionally, your disclosure regarding changes in internal control over financial reporting refers to fiscal quarter ended June 30, 2007, rather than March 31, 2007. Please further revise your disclosure in accordance with Items 307 and 308(c) of Regulation S-B.
Thorium Power Response: We have revised our disclosure to indicate that our controls and procedures evaluation and effectiveness conclusion covered the three month period ended March 31, 2007. We have included a copy of this disclosure with this response as Exhibit 2.
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 Thelen Reid Brown Raysman & Steiner LLP, our outside special securities counsel, at (202) 508-4281.
Sincerely,
Thorium
Power, Ltd.
Show Raw Text
CORRESP
1
filename1.htm
THORIUM
POWER, LTD.
8300
Greensboro Drive, Suite 800
McLean,
VA 22102
(800)
685-8082
August
28, 2007
Donna
Levy
Division
of Corporation Finance
U.S.
Securities and Exchange Commission
100
F
Street, NE
Washington,
DC 20549
Re:
Thorium
Power, Ltd.
Draft
Post-Effective Amendment No. 2 to Registration Statement on Form
SB-2
Commission
File No. 333-135437
Draft
Amendment on Form 10-KSB for the Fiscal Year Ended December 31, 2006,
filed March 20, 2007
Commission
File No. 000-28543
Draft
Amendment on Form 10-QSB for the Fiscal Quarter Ended March 31, 2007,
filed May 10, 2007
Commission
File No. 000-28543
Dear
Ms.
Levy:
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 August 21, 2007, providing the Staff’s
comments with respect to the above referenced Draft Post-Effective Amendment
No.
2 to a Registration Statement on Form SB-2 (the “Registration
Statement”),
Draft
Amendment to our Annual Report on Form 10-KSB (the “10-KSB”)
and
the Draft Amendment to our Quarterly Report on Form 10-QSB (the “10-QSB”).
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.
Draft
Post-Effective Amendment 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 reissue 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 Instruction for Signatures
at the end of Form SB-2.
Thorium
Power Response: Larry Goldman, our Treasurer and Acting CFO, will sign the
Registration Statement in his capacity as the Company’s Principal Accounting
Officer, and this title will appear next to his name.
Draft
Amendment No.1 to Form 10-KSB for the Fiscal Year Ended December 31,
2006
General
2.
Please
comply with the additional comments in this
letter.
Note
I
--Nature of Operations and Merger 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, Inc. as intercompany
charges
receivable from Thorium Power Ltd.” It is unclear 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 the credit in equity as a capital contribution, as it had
for the
other expenses incurred by Thorium Power, Ltd. on its behalf, then
reclassification maybe 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.
Thorium
Power Response: We have revised our disclosure to present all expenses allocated
from Thorium Power, Ltd. to Thorium Power, Inc., prior to the merger as capital
contributions to Thorium Power, Inc. by Thorium Power,
Ltd.
Our
revised disclosure is included with this response as Exhibit
1.
Draft
Amendment No. 1 to Form 10-QSB for the Fiscal Quarter Ended March 31, 2007
Controls
and Procedures, page 2
4.
We
note your re to prior comment 6. Your revised disclosure is unclear
about
the period covered by your controls and procedures evaluation and
effectiveness conclusion; additionally, your disclosure regarding
changes
in internal control over financial reporting refers to fiscal quarter
ended June 30, 2007, rather than March 31, 2007. Please further revise
your disclosure in accordance with Items 307 and 308(c) of Regulation
S-B.
Thorium
Power Response: We have revised our disclosure to indicate that our controls
and
procedures evaluation and effectiveness conclusion covered the three month
period ended March 31, 2007. We have included a copy of this disclosure with
this response as Exhibit 2.
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 Thelen Reid Brown Raysman &
Steiner LLP, our outside special securities counsel, at (202)
508-4281.
Sincerely,
Thorium
Power, Ltd.
By:
/s/
Seth Grae
Seth
Grae
Chief
Executive Officer
EXHIBIT
1
This
Exhibit 1 contains only those changes to our 10-KSB which are responsive to
the
Staff’s Comment No. 3 from the comment letter dated August 21,
2007.
Thorium
Power, Ltd.
(A
Development Stage Company)
Consolidated
Statements of Changes in Stockholders' Deficiency
(Continued)
From
January 8, 1992 (Inception) to December 31, 2006
Common
Stock
Additional
Accumulated
Stock
Committed
Accumu-lated
Deferred
Treasury
Stockholders’
Shares
Amount
Paid-in
Capital
(Deficit)
Accumulated During the Development Stage
Future
Issuance
Comprehensive
Income
Stock
Compensation
Stock
Equity
Balance
- December 31, 2005
105,463,177
$
168,149
$
14,544,410
$
(15,469,662
)
$
0
$
0
$
0
$
$
(757,103
)
Issuance
of common stock and warrants for cash
15,319,674
24,426
2,165,248
2,189,674
Loan
conversion into stock
32,144
51
4,049
4,100
Cashless
exercise of stock options and warrants
20,385,474
32,502
(32,502
)
0
Exercise
of stock options and warrants for cash
407,680
650
12,350
13,000
Issuance
of stock for services
627,200
1,000
104,000
105,000
Cancellation
of shares-held by Thorium Power Ltd (pursuant to merger)
(6,597,495
)
(10,506
)
10,506
Recapitalization
- 10/6/06 reverse merger*
124,101,637
43,467
(3,035,878
)
(306,000
)
(3,298,411
)
Extension
of investor warrants terms - 6 months
963,387
963,387
Stock
Option Expense
1,055,648
1,055,648
Issuance
of stock for services
204,341
205
226,284
226,489
Cashless
exercise of stock options and warrants
49,333
49
(49
)
0
Stock
issued - settlement expense
307,534
308
91,952
92,260
Share
issue and merger costs
(441,553
)
(441,553
)
Shares
retired, redeemed for payroll taxes on
stock-based
compensation
(3,008,990
)
(3,009
)
3,009
0
Net
(loss) for the year ended December 31, 2006
(11,708,327
)
(11,708,327
)
Unrealized
gains on marketable securities
18,861
18,861
Amortization
of deferred stock compensation costs
20,800
20,800
Allocation
of expenses from
Thorium
Power Ltd.
7,477,700
7,477,700
Buyback
of stock - 850,000 shares to treasury stock
(850,000
)
(255,850
)
(255,850
)
Stock
based compensation - shares
committed
for future issuance
1,200,000
1,200,000
Balance
- December 31, 2006
256,441,709
$
257,292
$
23,148,560
$
(27,177,989
)
$
1,200,000
$
18,861
$
(285,200
)
$
(255,850
)
$
(3,094,326
)
*
See
footnote 1 regarding the recapitalization of Thorium Power Inc.
Shares
subject to continuing registration rights is shown on the balance sheet as
temporary equity, not shareholders deficiency
The
accompanying notes are an integral part of these consolidated financial
statements
F-9
Thorium
Power, Ltd.
(A
Development Stage Company)
Notes
to the Consolidated Financial Statements
December
31, 2006
Under
the
Merger Agreement each common share of Thorium Power, Inc. was converted into
common stock securities of Thorium Power, Ltd. such that Thorium Power, Inc.'s
current stockholders owned approximately 54.5% of the combined company (prior
to
dilution from common stock and warrants issued in connection with the May 2006
private placement), and each share of Thorium Power, Ltd.'s common stock will
remain outstanding. In addition, Thorium Power, Ltd. appointed new directors
and
officers following the merger. The combined company is headquartered in McLean,
Virginia, where the Company's operations are presently based.
In
accordance with the terms of the Merger Agreement, the following occurred with
respect to the outstanding common shares, stock options and warrants of Thorium
Power, Inc. at the closing of the Merger:
i) all
of the shares of common stock of Thorium Power, Inc. were cancelled and each
registered owner of outstanding shares of Thorium Power, Inc. common stock
automatically became the registered owner of 31.36 shares of common stock of
Thorium Power, Ltd., for each share of Thorium Power, Inc. common stock that
they previously owned (recapitalization ratio for reverse merger accounting
purposes). In accordance to the Merger Agreement, each holder of
non-compensatory options or warrants of Thorium Power, Inc. that had an exercise
price of $5.00 or $1.00, received from Thorium Ltd 12.315 shares and 22.965
shares of Thorium Power, Ltd. respectively, for each option or warrant owned.
There were 135,637,854 total common shares issued to the Thorium Power, Inc.
stockholders in the aggregate. As a result of the merger, there were 296,399,328
common shares outstanding on October 6, 2006 (including 36,659,837 shares of
common stock with registration rights).
ii) all
of other outstanding warrants and options of Thorium Power, Inc. were assumed
by
Thorium Power, Ltd. and became exercisable for Thorium Power, Ltd. common stock
in an amount and at an exercise price that is consistent with the exchange
ratio
described above for the conversion of Thorium Power, Inc. common stock. There
were 22,539,083 Thorium Power, Ltd., stock purchase warrants and 22,567,242
Thorium Power, Ltd., stock options assumed by Thorium Power, Inc. as of the
date
of the merger.
For
financial reporting purposes, this merger transaction was recorded as a
recapitalization of Thorium Power, Inc. whereby Thorium Power, Inc. is deemed
to
be the continuing, surviving entity for accounting purposes, but through
reorganization, has deemed to have adopted the capital structure of Thorium
Power, Ltd.
Accordingly,
all references to common shares of Thorium Power, Inc.'s common stock have
been
restated to reflect the equivalent number of Thorium Power, Ltd.'s common
shares. In other words, the 4,325,447 Thorium Power, Inc. shares outstanding
(net of the 210,119 shares held by Thorium Power Ltd. that were cancelled at
the
Merger date) are restated as 135,637,854 common shares, as of October 6, 2006.
Each share of Thorium Power Inc.