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SEC Company Response from LIGHTBRIDGE Corp (LTBR) (CIK 0001084554) (LTBR) — Oct 3, 2006

LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)
Date: Oct. 3, 2006 · CIK: 0001084554 · Accession: 0001371625-06-000031

AI Filing Summary & Sentiment

File numbers found in text: 333-135437

Date
November 23, 2005
Author
A. Bevilacqua
Form
CORRESP
Company
LIGHTBRIDGE Corp (LTBR) (CIK 0001084554)

Letter

Re:

October 3, 2006

VIA EDGAR TRANSMISSION

U.S. Securities and Exchange Commission

F Street, NE

Washington, D.C. 20549

Novastar Resources, Ltd.

File No. 333-135437

Ladies and Gentlemen:

On behalf of Novastar Resources, Ltd. (the “Company”), we are filing Amendment No. 4 to a Registration Statement on Form SB-2 (the “SB-2 Registration Statement”) relating to the registration of 124,131,455 shares of the Company’s Common Stock consisting of (i) 67,617,245 shares of our common stock issued pursuant to private placements that were completed on November 23, 2005, February 14, 2006 and May 4, 2006, (ii) 49,972,078 shares of our common stock and 107,500 shares of common stock underlying common stock purchase warrants that have been issued to consultants of the Company or that have been issued on the effective date of the Merger to persons who were affiliates of Thorium Power prior to the Merger and (iii) 4,399,180 shares of common stock and 2,199,590 shares of common stock underlying common stock purchase warrants, the maximum number of securities that could be due pursuant to the liquidated damages provisions of a registration rights agreement entered into pursuant to the May 4, 2006 private placement.

On October, 2, 2006, we filed, on behalf of the Company, Amendment No. 4 to the SB-2 Registration Statement. Subsequent to the filing, we were informed of certain errors relating to the number of shares noticed for certain entities listed in the Selling Stockholders Table, which begins on page 55 of the document. This Amendment No. 4 to the SB-2 Registration Statement merely corrects the numbers and entities listed, as well as all other numbers within the document that change as a result thereof.

The changes to the Selling Stockholders Table are as follows:

o

The shares for Mark Mamolen have increased from 11,530,025 to 11,628,175;

o

The shares for Thunder Investors, LLC have increased from 23,946,975 to 24,150,825;

o

7,407,114 shares held by Craig Robins have been removed from the SB-2 Registration Statement; and

o

10,989,543 shares have been added for Gilliette Lee Chukat and/or Annette M. Radkowsky.

Other than the foregoing, and corresponding changes throughout the SB-2 Registration Statement, no material changes have been made.

Should you have any questions regarding the Company’s SB-2 Registration Statement or the Company’s proposed S-4 Registration Statement, please contact the undersigned.

Very
truly yours,
/s/
Louis
A. Bevilacqua

Show Raw Text
CORRESP
1
filename1.htm

    October
      3, 2006

    VIA
      EDGAR TRANSMISSION

              U.S.
                Securities and Exchange Commission

              100
                F Street, NE

              Washington,
                D.C. 20549

              Re:

              Novastar
                Resources, Ltd.

    File
      No. 333-135437

    Ladies
      and Gentlemen:

    On
      behalf
      of Novastar Resources, Ltd. (the “Company”), we are filing Amendment No. 4 to a
      Registration Statement on Form SB-2 (the “SB-2 Registration Statement”) relating
      to the registration of 124,131,455 shares
      of
      the Company’s Common Stock consisting
      of (i) 67,617,245 shares of our common stock issued pursuant to private
      placements that were completed on November 23, 2005, February 14, 2006 and
      May
      4, 2006, (ii) 49,972,078 shares of our common stock and 107,500 shares of
      common stock underlying common stock purchase warrants that have been issued
      to
      consultants of the Company or that have been issued on the effective date of
      the
      Merger to persons who were affiliates of Thorium Power prior to the
      Merger and (iii) 4,399,180 shares of common stock and 2,199,590 shares of
      common stock underlying common stock purchase warrants, the maximum number
      of
      securities that could be due pursuant to the liquidated damages provisions
      of a
      registration rights agreement entered into pursuant to the May 4, 2006 private
      placement.

    On
      October, 2, 2006, we filed, on behalf of the Company, Amendment No. 4 to the
      SB-2 Registration Statement. Subsequent to the filing, we were informed of
      certain errors relating to the number of shares noticed for certain entities
      listed in the Selling Stockholders Table, which begins on page 55 of the
      document. This Amendment No. 4 to the SB-2 Registration Statement merely
      corrects the numbers and entities listed, as well as all other numbers within
      the document that change as a result thereof.

    The
      changes to the Selling Stockholders Table are as follows:

          o

            The
              shares for Mark Mamolen have increased from 11,530,025 to
              11,628,175;

          o

            The
              shares for Thunder Investors, LLC have increased from 23,946,975 to
              24,150,825;

          o

            7,407,114
              shares held by Craig Robins have been removed from the SB-2 Registration
              Statement; and

          o

            10,989,543
              shares have been added for Gilliette
              Lee Chukat and/or Annette M. Radkowsky.

    Other
      than the foregoing, and corresponding changes throughout the SB-2 Registration
      Statement, no material changes have been made.

    Should
      you have any questions regarding the Company’s SB-2 Registration Statement or
      the Company’s proposed S-4 Registration Statement, please contact the
      undersigned.

    Very
      truly yours,

    /s/
      Louis
      A. Bevilacqua

    Louis
      A.
      Bevilacqua

            Thelen Reid & Priest
      LLP

 Attorneys At Law

      202-508-4281