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 ltbr_corresp.htm Lightbridge Corporation 11710 Plaza America Drive, Suite 2000 Reston, Virginia 20190 Phone (571) 730-1200 June 2, 2025 VIA EDGAR Division of Corporation Finance U.S. Securities and Exchange Commission 100 F Street, N.E. Washington, D.C. 20549 Re: Lightbridge Corporation Registration Statement on Form S-3 (File No. 333-287563) Request for Acceleration of Effective Date Ladies and Gentlemen: Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Lightbridge Corporation, a Nevada corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-287563) and declare the Registration Statement effective as of June 4, 2025, at 4:00 p.m., Eastern time, or as soon as practicable thereafter. Please contact the undersigned at (845) 641-1030, or Kevin Greenslade of Hogan Lovells US LLP at (703) 610-6189 with any questions. Also, please notify Mr. Greenslade when this request for acceleration has been granted. Very truly yours, Lightbridge Corporation By: /s/ Larry Goldman Name: Larry Goldman Title: Chief Financial Officer cc: Kevin Greenslade, Hogan Lovells US LLP

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 30, 2025

Seth Grae
Chief Executive Officer
LIGHTBRIDGE Corp
11710 Plaza America Drive, Suite 2000
Reston, VA 20190

 Re: LIGHTBRIDGE Corp
 Registration Statement on Form S-3
 Filed May 23, 2025
 File No. 333-287563
Dear Seth Grae:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
We remind you
that the company and its management are responsible for the accuracy and
adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action
by the staff.

 Please contact Eddie Kim at 202-551-8713 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of Trade &
Services
cc: Kevin K. Greenslade
</TEXT>
</DOCUMENT>

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ltbr_corresp.htmLightbridge Corporation

 April 17, 2024

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

  Lightbridge Corporation

  Registration Statement on Form S-3 (File No. 333-278388)

  Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Lightbridge Corporation, a Nevada corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-278388) and declare the Registration Statement effective as of Friday, April 19, 2024, at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

 Please contact the undersigned at (845) 641-1030, or Brandon Kinnard of Hogan Lovells US LLP at (303) 454-2477 with any questions. Also, please notify Mr. Kinnard when this request for acceleration has been granted.

       Very truly yours,

 Lightbridge Corporation

    By:   /s/ Larry Goldman

   Name:

   Larry Goldman

     Title:   Chief Financial Officer

   cc: Brandon Kinnard, Hogan Lovells US LLP

 11710 Plaza America Drive, Suite 2000, Reston, Virginia 20190 Phone (571) 730-1200

United States securities and exchange commission logo
April 2, 2024
Larry Goldman
Chief Financial Officer
Lightbridge Corporation
11710 Plaza America Drive, Suite 2000
Reston, VA 20190
Re:Lightbridge Corporation
Registration Statement on Form S-3
Filed March 29, 2024
File No. 333-278388
Dear Larry Goldman:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Rucha Pandit at 202-551-6022 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       Brandon Kinnard

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LIGHTBRIDGE CORPORATION

April 1, 2021

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:

Lightbridge Corporation
Registration Statement on Form S-3 (File No. 333-254702)

Request for Acceleration of Effective Date

Ladies and Gentlemen:

Pursuant to Rule 461 of the General Rules and Regulations under the Securities Act of 1933, as amended, Lightbridge Corporation, a Nevada corporation, hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-254702) and declare the Registration Statement effective as of Monday, April 5, 2021, at 4:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact the undersigned at (571) 730-1200, or David R. Crandall of Hogan Lovells US LLP at (303) 454-2449 with any questions.  Also, please notify Mr. Crandall when this request for acceleration has been granted.

Very truly yours,

Lightbridge Corporation

By:
/s/ Seth Grae

Name: Seth Grae

Title: President and Chief Executive Officer

cc:        David R. Crandall, Hogan Lovells US LLP

11710 Plaza America Drive, Suite 2000
Reston, VA 20190

Phone: (571) 730-1200

United States securities and exchange commission logo
April 1, 2021
Seth Grae
President and Chief Executive Officer
Lightbridge Corporation
11710 Plaza America Drive, Suite 2000
Reston, VA 20190
Re:Lightbridge Corporation
Registration Statement on Form S-3
Filed March 25, 2021
File No. 333-254702
Dear Mr. Grae:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration.  We remind you
that the company and its management are responsible for the accuracy and adequacy of their
disclosures, notwithstanding any review, comments, action or absence of action by the staff.
            Please contact Cara Wirth at (202) 551-7127 with any questions.
Sincerely,
Division of Corporation Finance
Office of Trade & Services
cc:       David Crandall

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ltbr_corresp.htmLIGHTBRIDGE CORPORATION

March 23, 2018

VIA EDGAR

Division of Corporation Finance

U.S. Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

Re:
Lightbridge Corporation

Registration Statement on Form S-3 (File No. 333-223674)

Ladies and Gentlemen:

On behalf of Lightbridge Corporation and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-3 (File No. 333-223674) and declare the Registration Statement effective as of Friday, March 23, 2018, at 3:00 p.m., Eastern time, or as soon as practicable thereafter.

Please contact the undersigned at (571) 730-1200, or David R. Crandall of Hogan Lovells US LLP at (303) 454‑2449, with any questions. Also, please notify Mr. Crandall when this request for acceleration has been granted.

Very truly yours,

Lightbridge Corporation

By:
/s/ Seth Grae

Name:

Seth Grae

Title:
President and Chief Executive Officer

cc: David R. Crandall, Hogan Lovells US LLP

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March 23, 2018

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549-3628

Re:

Lightbridge Corporation

Registration Statement on Form S-3 (No. 333-223674)

Ladies and Gentlemen:

Reference is made to the Registration Statement on Form S-3 (File No. 333-223674) filed with the Securities and Exchange Commission by Lightbridge Corporation (the “Company”) on March 15, 2018. Following a call on March 22, 2018 between the staff of the Securities and Exchange Commission (the “Staff”) and outside counsel to the Company, this letter sets forth the Company’s calculation of the aggregate market value of the voting and non-voting common equity held by non-affiliates of the Company as of March 15, 2018 and the methodology used in determining that value.

General Instruction I.B.1 of Form S-3 provides that Form S-3 may be used for primary offerings by registrants when the aggregate market value of the outstanding voting and non-voting common equity held by non-affiliates of the registrant is $75 million or more. The aggregate market value of the registrant’s outstanding voting and non-voting common equity is calculated by multiplying (i) either the price at which the common equity was last sold, or the average of the bid and asked prices of such common equity, in the principal market for such common equity as of a date within 60 days prior to the date of filing, and (ii) the number of shares of voting and non-voting common equity held by non-affiliates. Question 116.06 of the Staff’s Securities Act Forms Compliance and Disclosure Interpretations further provides that it is not necessary to calculate the number of shares held by non-affiliates on the same day on which the stock price is determined. Accordingly, the Company may use a stock price from one date within the 60 days before the filing date and the number of shares held by non-affiliates as of a different date within the 60 days before the filing date in determining whether the aggregate market value of its outstanding common equity held by non-affiliates is $75 million or more for purposes of General Instruction I.B.1.

During the 60 days prior to March 15, 2018 (the date of filing the Registration Statement), the highest closing stock price of the Company’s common stock was $3.41 per share, which was the price at which the Company’s common stock was last sold on the Nasdaq Capital Market on January 25, 2018. While the Company calculated the aggregate market value of its shares held by non-affiliates by reference to that closing price, the Company notes that the average of the last bid and asked prices for its common stock on January 25, 2018 was slightly higher at $3.43 per share.

As of the date of filing the Registration Statement, there were 23,644,655 shares of the Company’s common stock outstanding (which number is disclosed on page 10 of the Registration Statement), of which 210,613 shares were held by affiliates and 23,434,042 shares were held by non-affiliates. Attached as Appendix 1 to this letter is a schedule detailing the number of shares held by affiliates as of March 15, 2018.

Based on a price of $3.41 per share on January 25, 2018 and 23,434,042 shares held by non-affiliates as of March 15, 2018, the Company determined that, on the date it filed the Registration Statement, the aggregate market value of the outstanding voting and non-voting common equity held by non-affiliates, calculated in accordance with General Instruction I.B.1 of Form S-3 and the Staff’s guidance thereupon, was $79.9 million. Accordingly, the Company determined that it satisfied the requirements for primary offerings pursuant to General Instruction I.B.1.

11710 PLAZA AMERICA DRIVE, SUITE 2000, RESTON, VA 20190 TELEPHONE (571) 730-1200

NASDAQ - LTBR

1

If you have any questions or require any additional information with respect to the above, please do not hesitate to contact me at (571) 730-1200 or David Crandall of Hogan Lovells US LLP at (303) 454-2449. Thank you for your attention to this matter.

Very truly yours,

By:

/s/ Seth Grae

Seth Grae

President and Chief Executive Officer

2

Appendix 1

Affiliate Ownership as of March 15, 2018

Name of Affiliate

Title

Shares Held

Seth Grae

President and CEO; Director

122,814

Thomas Graham, Jr.

Chairman of the Board

26,728

Xingping Hou(1)

Co-Chairman of the Board

0

Linda Zwobota

CFO

10,832

Andrey Mushakov

Executive Vice President

35,484

Daniel Magraw

Director

10,181

Victor Alessi

Director

3,310

Kathleen Kennedy Townsend

Director

1,264

Total

210,613

___________

(1)
Includes any shares held by General International Holdings, Inc., an entity controlled by Mr. Hou.

 3

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ltbr_corresp.htmLIGHTBRIDGE CORPORATION

 August 17, 2017

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

   Re:

   Lightbridge Corporation

 Registration Statement on Form S-1 (File No. 333-218794)

 Ladies and Gentlemen:

 On behalf of Lightbridge Corporation and pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, the undersigned hereby withdraws its previous request for acceleration of the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-218794) by letter dated August 14, 2017 and hereby requests that the Securities and Exchange Commission accelerate the effective date of the Registration Statement and declare the Registration Statement effective as of Wednesday, August 23, 2017, at 4:30 p.m., Eastern time, or as soon as practicable thereafter.

 Please contact the undersigned at (571) 730-1200, or David R. Crandall of Hogan Lovells US LLP at (303) 454-2449, with any questions. Also, please notify Mr. Crandall when this request for acceleration has been granted.

   Very truly yours,

      Lightbridge Corporation

    By:  /s/ Seth Grae

   Name:

  Seth Grae

     Title:  President and Chief Executive Officer

   cc: David R. Crandall, Hogan Lovells US LLP

 11710 Plaza America Drive, Suite 2000, Reston, VA 20190 Phone (571) 730-1200

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ltbr_corresp.htmLIGHTBRIDGE CORPORATION

 August 14, 2017

 VIA EDGAR

 Division of Corporation Finance

 U.S. Securities and Exchange Commission

 100 F Street, N.E.

 Washington, D.C. 20549

  Re:   Lightbridge Corporation

   Registration Statement on Form S-1 (File No. 333-218794)

    Request for Acceleration of Effective Date

 Ladies and Gentlemen:

 Pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, Lightbridge Corporation hereby requests that the Securities and Exchange Commission accelerate the effective date of the above-referenced Registration Statement on Form S-1 (File No. 333-218794) and declare the Registration Statement effective as of Thursday, August 17, 2017, at 4:30 p.m., Eastern time, or as soon as practicable thereafter.

 Please contact the undersigned at (571) 730-1200, or David R. Crandall of Hogan Lovells US LLP at (303) 454-2449, with any questions. Also, please notify Mr. Crandall when this request for acceleration has been granted.

        Very truly yours,

 Lightbridge Corporation

    By:  /s/ Seth Grae

  Name: Seth Grae Title: President and Chief Executive Officer

  cc: David R. Crandall, Hogan Lovells US LLP

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Hogan Lovells US LLP

1601 Wewatta Street, Suite 900

Denver, CO 80202

T +1 303 899 7300

F +1 303 899 7333

www.hoganlovells.com

David R. Crandall

Direct: +1 303 454 2449

david.crandall@hoganlovells.com

July 25, 2017

Via EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

Attn:

Sandra B. Hunter

Office of Real Estate and Commodities

Re:
Lightbridge Corporation

Registration Statement on Form S-1

Filed June 16, 2017

File No. 333-218794

Ladies and Gentlemen:

On behalf of Lightbridge Corporation (“Lightbridge” or the “Company”), set forth below are responses to the comments received from the staff of the Division of Corporation Finance (the “Staff”) of the Securities and Exchange Commission (the “Commission”) by letter dated July 6, 2017, with respect to the above-referenced Registration Statement on Form S-1 (the “Registration Statement”).

Set forth below in bold are the Staff’s comments, followed immediately in each case by the Company’s response. For your convenience, each of the numbered paragraphs below corresponds to the numbered comment in the comment letter.

United States Securities and Exchange Commission

Ms. Sandra B. Hunter

July 25, 2017

Page 2

General

1.
In light of the previously registered resale offering by Aspire Capital of up to 5,730,200 shares of your common stock pursuant to a registration statement that was declared effective on December 22, 2015, please provide us with an analysis as to why you believe this offering is appropriately registered as an indirect primary offering in reliance on Rule 415(a)(1)(i). Among other factors in your response, please address the aggregate size of the resale offerings that have been registered pursuant to the purchase agreement with Aspire Capital compared to the number of shares of common stock held by non-affiliates. Please also tell us whether Aspire Capital has resold substantially all of the securities registered under your prior registration statement, and if so, the date of the most recent sale.

RESPONSE:

The Company respectfully submits that the transaction set forth in the Registration Statement relates to the offering of securities solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary, as discussed in greater detail below, and therefore, is eligible to be made on a continuous or delayed basis under Rule 415(a)(1)(i) promulgated under the Securities Act of 1933, as amended (the “Securities Act”). Please note that the Company implemented a one-for-five reverse stock split of its issued and outstanding common stock on July 20, 2016, and all share and per share amounts in this response letter have been appropriately adjusted. Accordingly, while the Registration Statement on Form S-1 (File No. 333-207507) that was declared effective on December 22, 2015 (the “Prior Registration Statement”) related to 5,730,200 shares of common stock on a pre-split basis, the Prior Registration Statement relates to 1,146,040 shares on a post-reverse split basis.

A. Background

On September 4, 2015, the Company entered into a standard equity line transaction with Aspire Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), including: (i) a common stock purchase agreement (the “Purchase Agreement”) entered into between the Company and Aspire Capital, which provides that, upon the terms and subject to the conditions and limitations set forth therein, Aspire Capital is committed to purchase up to an aggregate of $10.0 million of shares of the Company’s common stock at the Company’s request from time to time during a 24 month period commencing in January 2016; and (ii) a registration rights agreement entered into between the Company and Aspire Capital, in which the Company agreed to register for resale by Aspire Capital the shares of the Company’s common stock that have been and may be issued to Aspire Capital under the Purchase Agreement. On December 22, 2015, the Commission declared effective the Prior Registration Statement relating to the sale of up to 1,146,040 shares of the Company’s common stock under the Securities Act by Aspire Capital, which shares were issued or issuable pursuant to the Purchase Agreement. As of September 29, 2016, the Company had issued an aggregate of 1,146,040 shares of common stock to Aspire Capital under the Purchase Agreement for gross proceeds of approximately $2.7 million. The Company has not made any sales to Aspire Capital under the Purchase Agreement since that time.

In May 2016, at the Company’s 2016 Annual Meeting of Stockholders, the Company’s stockholders approved the issuance of up to 3,000,000 shares of common stock under the Purchase Agreement, which share limit includes the 1,146,040 shares registered on the Prior Registration Statement. As the Company stated in the proxy statement for the 2016 Annual Meeting, the Purchase Agreement “restricts the amount of shares that may be sold to Aspire Capital to the 19.99% exchange cap . . . We can remove this 19.99% exchange cap by obtaining stockholder approval in compliance with the applicable Listing Rules of the Nasdaq Stock Market.” The Company is now seeking to register for resale by Aspire Capital the additional 1,853,960 shares of common stock to be issued pursuant to the Purchase Agreement that were approved for issuance by the Company’s stockholders in May 2016.

Aspire Capital is an institutional investor that invests in a wide range of companies and industries, with an emphasis on life sciences, energy and technology companies. Prior to entering into the Purchase Agreement, Aspire Capital did not own any securities of the Company and was not affiliated with the Company or any of its officers, directors or any other greater than 5% holder of the Company’s outstanding shares of common stock.

United States Securities and Exchange Commission

Ms. Sandra B. Hunter

July 25, 2017

Page 3

B. Staff Guidance

Rule 415(a)(1)(i) of the Securities Act provides that securities may be registered for an offering to be made on a continuous or delayed basis in the future, provided, that the registration statement pertains only to securities which are to be offered or sold solely by or on behalf of a person or persons other than the registrant, a subsidiary of the registrant or a person of which the registrant is a subsidiary. As stated in the Registration Statement, the securities are being registered for resale or other disposition by the selling stockholder, Aspire Capital. Proceeds from the sale of any securities are solely for the account of Aspire Capital, although the Company has received approximately $2.7 million of gross proceeds, and may receive additional gross proceeds of up to approximately $7.3 million, from the sale of shares to Aspire Capital pursuant to the terms of the Purchase Agreement. With regard to the Staff’s comment, we note Securities Act Rules Compliance and Disclosure Interpretation (“C&DI”) 612.09, which indicates that the issue of whether an offering styled as a secondary offering is really by or on behalf of the issuer involves an analysis of facts beyond the entity that will receive the proceeds of the sale of securities that are being registered. Specifically, C&DI 612.09 states that consideration should be given to the following factors:

·
How long the selling stockholders have held the shares;

·
The circumstances under which they received them;

·
Their relationship to the issuer;

·
The amount of shares involved;

·
Whether the sellers are in the business of underwriting securities; and

·
Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer.

As detailed below, we have considered the above factors and respectfully submit that the proposed registration is eligible to be made on a continuous or delayed basis in the future under Rule 415(a)(1)(i) of the Securities Act.

C. Analysis of the Six Factors Described in C&DI 612.09

i. How long the selling stockholders have held the shares. The Commitment Shares were issued to Aspire Capital upon execution of the Purchase Agreement, and the remaining 1,086,040 shares previously issued to Aspire Capital under the Purchase Agreement were all issued before or during September 2016. The 1,853,960 shares of the Company’s common stock issuable to Aspire Capital under the Purchase Agreement that are the subject of the current Registration Statement may be sold by the Company to Aspire Capital at the Company’s request from time to time during a 24 month period that began in January 2016, when sales commenced under the Purchase Agreement. In this regard, we believe it is important to note that C&DI 139.13 provides that no minimum holding period is required, and the Commission will permit a company to register the resale of the underlying securities prior to exercise of a put right, where the Company has “completed the private transaction of all of the securities it is registering” through an equity line transaction and the investor is at market risk at the time of filing of the resale registration statement. As in all equity line transactions, Aspire Capital has accepted the market risk of its investment from the date of entering into the Purchase Agreement, including market risk related to the shares currently held and those that the Company may choose, in its sole discretion, to put to Aspire Capital pursuant to the terms of the Purchase Agreement.

United States Securities and Exchange Commission

Ms. Sandra B. Hunter

July 25, 2017

Page 4

ii. The circumstances under which the selling stockholders received the shares. Aspire Capital will receive the shares offered in the Registration Statement pursuant to the privately negotiated transaction between the Company and Aspire Capital completed at arm’s length prior to the filing of the Registration Statement. Although Aspire Capital is required by the Staff to include disclosure that it is an “underwriter” with regard to its resales under the Registration Statement, we respectfully note that the transaction has characteristics more closely associated with a traditional investment transaction than with an underwritten offering. Specifically, in a typical underwriting, the underwriter and the issuer agree on a price at which the securities will be sold to the public and the underwriter receives a portion of the proceeds of such sale as compensation for its selling efforts and for bearing market risk. Pursuant to the Purchase Agreement, however, Aspire Capital will purchase any shares put to it by the Company at a slight discount to the market price for the shares. Aspire Capital is required to take the securities put to it by the Company under the Purchase Agreement and there is no agreement or arrangement regarding the price at which Aspire Capital will resell such shares to the public pursuant to the Registration Statement. Additionally, Aspire Capital is prohibited from engaging in or effecting, directly or indirectly, any (i) “short sale” of the Company’s common stock or (ii) hedging of the Company’s common stock. As such, unlike a traditional underwriter, Aspire Capital is taking investment risk with regard to the securities it will acquire under the Purchase Agreement and there is no certainty that it will receive a premium on the resale of any shares it purchases pursuant to the Purchase Agreement. Aspire Capital is at risk that it may incur a loss on the resale of those shares.

iii. The selling stockholders’ relationship to the issuer. Aspire Capital is not an affiliate of the Company or a broker-dealer or an affiliate of a broker-dealer. The only relationship between Aspire Capital and the Company is the relationship established through the Purchase Agreement and the transactions contemplated thereby, and any other separate transactions that the Company and Aspire Capital may enter into from time to time. Under the Purchase Agreement, Aspire Capital has agreed to acquire the Company’s securities for investment purposes as a principal, not as an agent, and is at market risk for all shares purchased as part of its investment. Aspire Capital will retain all proceeds from the sale of shares pursuant to the Registration Statement and, in contrast to the economic terms of an underwritten offering, the proceeds of the sale by the Company to Aspire Capital are not dependent on the price at which Aspire Capital ultimately sells the shares pursuant to the Registration Statement.

In addition, Aspire Capital has not and will not receive a commission or any other remuneration from the Company if and when the additional shares are sold to Aspire Capital under the Purchase Agreement. Aspire Capital will be responsible for paying any broker-dealer fees or underwriting discounts or commissions directly to any broker-dealers it engages to assist in selling any common stock, as applicable. Aspire Capital will retain all proceeds from the resale of shares pursuant to the Registration Statement and the Company will not obtain any direct or indirect benefit from any amounts received from those sales.

The Company also notes that even if Aspire Capital were an affiliate of the Company, pursuant to C&DI 212.15 the Staff has acknowledged that “aside from parents and subsidiaries, affiliates of issuers are not necessarily treated as being the alter egos of the issuers. Under appropriate circumstances, affiliates may make offerings which are deemed to be genuine secondaries.” For the reasons set forth above, the Company submits that Aspire Capital’s relationship to the Company as an investor that assumes market risk with respect to the common stock it acquires under the Purchase Agreement is appropriate for resale under Rule 415(a)(1)(i).

United States Securities and Exchange Commission

Ms. Sandra B. Hunter

July 25, 2017

Page 5

iv. The amount of shares involved. As of June 12, 2017, the Company had 9,911,864 shares of common stock outstanding. Of such shares, the Company believes that approximately 9,721,252 shares were held by non-affiliates of the Company. If all of the 1,853,960 shares of common stock to be registered pursuant to the Registration Statement were issued and outstanding as of June 12, 2017, such shares would have represented approximately 15.8% of the total outstanding shares and approximately 16.0% of the shares held by non-affiliates. Including the 1,146,040 shares previously registered on the Prior Registration Statement, for an aggregate of the 3,000,000 shares (the amount approved for issuance by the Company’s stockholders), the aggregate shares issued or issuable under the Purchase Agreement would have represented approximately 25.5% of the total outstanding shares and approximately 25.9% of the shares held by non-affiliates as of June 12, 2017.

v. Whether the sellers are in the business of underwriting securities. Aspire Capital is not in the business of underwriting securities and is not a registered broker-dealer. In fact, Aspire Capital and its principals have a long history of entering into equity line transactions that are fundamentally similar to the transaction it has entered into with the Company and a long history of maintaining ownership interest in the companies with which it engages in those transactions.

vi. Whether under all the circumstances it appears that the seller is acting as a conduit for the issuer. Aspire Capital is an investor in the Company and has agreed to incur the economic risk for its investment over the term of the Purchase Agreement. In contrast, an underwriter typically desires to sell shares before it even acquires them to eliminate market risk, among other reasons. The Company also notes that the Purchase Agreement does not contain any provisions requiring Aspire Capital to place the common

Mail Stop 3233
July 6, 2017

Via E -Mail
Seth Grae
President and Chief Executive Officer
Lightbridge Corporation
11710 Plaza America Drive, Suite 2000
Reston, VA 20190

Re: Lightbridge Corporation
  Registration Statement on Form S-1
Filed  June 16, 2017
  File No.  333-218794

Dear Mr. Grae :

We have limited our review of your registration statement to those issues we have
addressed in our comments.  In  some of our comments, we may ask you to provide us with
information so we may better understand your disclosure.

Please respond to this letter by amending your registration statement and providing the
requested information .  If you do not believe our co mments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.

After reviewing any amendment to your registration statement and the information you
provide in response to these  comments, we may have  additional comments.

General

1. In light of the previously registered resale offering by Aspire Capital of up to 5,730,200
shares of your common stock pursuant to a registration statement that was declared
effective on December 22 , 201 5, please provide us with an analysis as to why you believe
this offering is appropriately registered as an indirect primary offering in reliance on Rule
415(a)(1)(i).  Among other factors in your response, please address the aggregate size of
the resale of ferings that have been registered pursuant to th e purchase agreement with
Aspire Capital compared to the number of shares of common stock held by non -affiliates.
Please also tell us whether Aspire Capital has resold substantially all of the securities
registered under your prior registration statement, and if so, the date of the most recent
sale.

Seth Grae
Lightbridge Corporation
July 6, 2017
Page 2

 2. We note your disclosure on page 17 that, as of June 12, 2017, Aspire Capital held
warrants to purchase 795,267 shares of the company’s common stock , consisting  of
warrants to purchase 295,267 shares at $0.05 per share and warrants to purchase 500,000
shares at $0.01 per share .  Please tell us the dates on which Aspire Capital acquired these
warrants.  We may have further comment.

We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.

Refer to Rules 460 and 461 regarding requests for  acceleration .  Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.

Please contact Kasey Robinson, Staff Attorney, at (202) 551 -5880 or me at (202) 551 -
3758  with any questions.

Sincerely,

 /s/ Sandra B. Hunter

Sandra B. Hunter
Staff Attorney
Office of Real Estate and
Commodities

cc: David R. Crandall
Hogan Lovells US LLP
Via E -mail

Mailstop 3233
April 5, 2016

Via E -mail
Linda Zwobota
Chief Financial Officer and Treasurer
Lightbridge Corporation
11710 Plaza America Drive, Suite 2000
Reston, VA 20190

Re: Lightbridge Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed March 25, 2016
File No. 001-34487

Dear Ms. Zwobota :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal securities la ws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Branch Chief
Office of Real Estate and
Commodities
cc: David Crandall
Hogan Lovells US LLP

CORRESP
1
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   Lightbridge Corp.: CORRESP - Filed by newsfilecorp.com

    Hogan Lovells US LLP

    One Tabor Center, Suite 1500

    1200 Seventeenth Street

    Denver, CO 80202

    T +1 303 899 7300

    F +1 303 899 7333

    www.hoganlovells.com

    David R. Crandall

    Direct: +1 303 454 2449

    david.crandall@hoganlovells.com

April 4, 2016

Via EDGAR

    United States Securities and Exchange Commission
Division
    of Corporation Finance
100 F Street, N.E.
Washington, DC 20549

    Attn:
    Tom Kluck

    Branch Chief, Office of Real Estate and
      Commodities

    Re:
    Lightbridge Corporation

    Preliminary Proxy Statement on Schedule 14A

    Filed March 25, 2016

    File No. 001-34487

Ladies and Gentlemen:

On behalf of Lightbridge
Corporation (“Lightbridge” or the “Company”), set forth below is the response to
the comment received from the staff of the Division of Corporation Finance (the
“Staff”) of the Securities and Exchange Commission (the “Commission”) by letter
dated April 1, 2016, with respect to the above-referenced filing.

Proposal 3 — Approval, pursuant to Nasdaq Listing Rule
5635(d), of the issuance of additional shares of our common stock to
Aspire Capital under the common stock purchase agreement between the
Company and Aspire Capital dated September 4, 2015

    1.

      We note that you are seeking approval of the issuance
      of up to $10.0 million in shares of your common stock to Aspire Capital.
      We further note your disclosure stating “. . . the purchase agreement
      limits Aspire Capital to beneficially owning no more than 19.99% of our
      issued and outstanding common stock at any time (and we are not seeking
      stockholder approval to lift such beneficial ownership limitation).”
      Finally, we note that Nasdaq Listing Rule 5635(d) requires stockholder
      approval for certain issuances of 20% or more of a listed company’s
      outstanding shares. Please revise your disclosure to disclose the maximum
      number of shares that may be issued pursuant to this authorization. Please
      further revise to clarify whether you are asking stockholders to approve
      the potential issuance of 20% or more of your outstanding shares prior to
      such issuance.

Hogan Lovells US LLP is a limited liability partnership
registered in the District of Columbia. “Hogan Lovells” is an international
legal practice that includes Hogan Lovells US LLP and Hogan Lovells
International LLP, with offices in: Alicante Amsterdam Baltimore Beijing
Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg
Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles
Luxembourg Madrid Mexico City Miami Milan Monterrey Moscow Munich New York
Northern Virginia Paris Philadelphia Rio de Janeiro Rome San Francisco São Paulo
Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC
Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information
see www.hoganlovells.com

United States Securities and Exchange Commission
Mr. Tom
Kluck
April 4, 2016
Page 2

RESPONSE:

The Company acknowledges the
Staff’s comment and intends to revise the disclosure to reflect that (i) the
Company is seeking stockholder approval only for the issuance by the
Company of 20% or more of the number of shares of common stock outstanding at
the time of the Company’s entry into the common stock purchase agreement with
Aspire Capital Fund, LLC on September 4, 2015, and the Company is not
seeking stockholder approval for Aspire Capital to exceed the separate 19.99%
beneficial ownership limitation, which limits the number of shares Aspire
Capital may beneficially own at any one time, and (ii) the stockholder approval
will authorize the Company to issue up to 15,000,000 shares of common stock
under the common stock purchase agreement, and the Company will seek additional
stockholder approval before issuing more than such 15,000,000 shares.

The Company intends to add the
following paragraph at the end of the section entitled “Stockholder Approval
Requirement” under Proposal 3:

We are seeking stockholder approval for
the issuance of up to 15,000,000 shares of our common stock under the purchase
agreement, which is the number of shares the Board of Directors has reserved for
issuance under the purchase agreement, and we would seek additional stockholder
approval before issuing more than such 15,000,000 shares. We would also seek
additional stockholder approval before agreeing to any increase in the value of
the shares of common stock we may issue to Aspire Capital under the purchase
agreement above $10.0 million.

In addition, the Company intends
to add the following disclosure under the heading entitled “Reasons for
Transaction and Effect on Current Stockholders”:

The purchase agreement provides that
the Company shall not issue, and Aspire Capital shall not purchase, any shares
of our common stock under the purchase agreement if such shares proposed to be
issued and sold, when aggregated with all other shares of our common stock then
owned beneficially (as calculated pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended) by Aspire Capital and its affiliates, would
result in the beneficial ownership by Aspire Capital and its affiliates of more
than 19.99% of our then issued and outstanding shares of common stock. Unlike
the 19.99% exchange cap, which limits the aggregate number of shares we may
issue to Aspire Capital under the purchase agreement, this beneficial
ownership limitation limits the number of shares Aspire Capital may
beneficially own at any one time to 19.99% of our outstanding common
stock. Consequently, the number of shares Aspire Capital may beneficially own in
compliance with the beneficial ownership limitation may increase over time as
the number of outstanding shares of our common stock increases over time. Aspire
Capital may sell some or all of the shares it purchases under the purchase
agreement, permitting it to purchase additional shares in compliance with the
beneficial ownership limitation. The beneficial ownership limitation reflects
the requirements of Nasdaq Listing Rule 5635(b), which requires stockholder
approval prior to the issuance of securities when the issuance or potential
issuance will result in a change of control of the Company. Generally, Nasdaq
considers a change of control to have occurred when, as a result of an issuance,
an investor would own, or have the right to acquire, 20% or more of our
outstanding shares of common stock and such ownership is the largest ownership
position. We are not seeking stockholder approval to lift such 19.99% beneficial
ownership limitation. However, even with the beneficial ownership limitation,
Aspire Capital may be in a position to exert influence over the Company and there is no guarantee that the interests of Aspire Capital
will align with the interests of other stockholders.

United States Securities and Exchange Commission
Mr. Tom
Kluck
April 4, 2016
Page 3

Attached to this response letter
at Appendix A is a copy of the disclosure under Proposal 3 as so revised,
marked to show changes against the disclosure in the preliminary proxy
statement.

Acknowledgement

We hereby inform you on behalf of
the Company that the Company acknowledges that:

    •

      the Company is responsible for the adequacy and accuracy
      of the disclosure in the filing;

    •

      Staff comments or changes to disclosure in response to
      Staff comments do not foreclose the Commission from taking any action with
      respect to the filing; and

    •

      the Company may not assert Staff comments as a defense in
      any proceeding initiated by the Commission or any person under the federal
      securities laws of the United States.

We appreciate your prompt
attention to this matter. Please do not hesitate to contact the undersigned at
(303) 454-2449 if you have any questions or would like any additional
information

Sincerely,

/s/ David R. Crandall

David R. Crandall

    cc:

      Seth Grae, President & CEO, Lightbridge Corporation

Linda Zwobota, CFO & Treasurer, Lightbridge
  Corporation

Appendix A

Proposed Revised Disclosure

    PROPOSAL 3 —
      APPROVAL, PURSUANT TO NASDAQ LISTING RULE 5635(d), OF THE ISSUANCE OF
      ADDITIONAL SHARES OF OUR COMMON STOCK TO ASPIRE CAPITAL

We are asking our stockholders to approve the issuance of up to
$10.0 million in shares of our common stock to Aspire Capital pursuant to the
common stock purchase agreement (the “purchase agreement”) between the Company
and Aspire Capital dated September 4, 2015. The purchase agreement limits the
number of shares we can sell to Aspire Capital thereunder to 3,614,766 shares
(including 300,000 commitment shares), which equals 19.99% of the Company’s
outstanding shares as of the date of the purchase agreement (such limit, the
“19.99% exchange cap”), unless we either (i) obtain stockholder
approval to issue more than such 19.99% exchange cap or (ii) the average
price paid for all shares of common stock issued under the purchase agreement is
equal to or greater than $0.95 per share, in either case in compliance
with Nasdaq Listing Rule 5635(d).

The Company has been using the net proceeds generated from the
purchase agreement to fund its working capital needs and anticipates continuing
to do so, subject to stockholder approval of the
Company issuing shares beyond the limits imposed by the 19.99% exchange
cap. As of the date of this proxy statement this
proposal. As of March 31, 2016, the Company has sold 2,500,000 shares
of its common stock to Aspire Capital pursuant to the purchase agreement
(including the 300,000 commitment shares), for net gross
proceeds of approximately $1.4 million, and shares
remain available for sale under. Unless our stockholders
approve this proposal, the 19.99% exchange cap. If the stockholders
do not approve this proposal, the Company will be limited in
will limit the number of additional shares it
we can sell to Aspire Capital to 1,114,766 shares, and
the Company anticipates it we would
need to seek alternative sources of financing, which may include additional
transactions with Aspire Capital. We are seeking stockholder approval for the
issuance of up to 15,000,000 shares of our common stock under the
purchase agreement. We would seek additional stockholder approval before
issuing more than such 15,000,000 shares.

Background

On September 4, 2015, the Company entered into the purchase
agreement with Aspire Capital. Upon the terms and subject to the conditions and
limitations set forth in the purchase agreement, Aspire Capital is committed to
purchase up to an aggregate of $10.0 million of our shares of common stock over
the 24-month term of the purchase agreement, which commenced in January 2016. In
consideration for entering into the purchase agreement, concurrently with the
execution of the purchase agreement, we issued to Aspire Capital 300,000 shares
of our common stock as a commitment fee (referred to as the commitment shares).
We also concurrently entered into a registration rights agreement with Aspire
Capital, in which we agreed to file one or more registration statements as
permissible and necessary to register under the Securities Act of 1933 the sale
of the shares of our common stock that have been and may be issued to Aspire
Capital under the purchase agreement. The Company filed a registration statement
on Form S-1 (File No. 333-207507) registering the sale of up to 5,730,200 shares
of our common stock by Aspire Capital, which registration statement was declared
effective by the SEC on December 22, 2015.

As of March 31, 2016, there were 20,828,957
shares of our common stock outstanding (19,927,809 shares held by
non-affiliates), including the 2,500,000 shares previously issued to
Aspire Capital pursuant to the purchase agreement. If we were to issue to Aspire
Capital all 5,730,200 shares of our common stock previously registered for sale,
such shares would represent have represented
approximately 23.8% of the total common stock outstanding or
approximately 24.7% of the non-affiliate shares of common stock
outstanding as of the date hereof March 31, 2016. Under
the purchase agreement, we have the right but not the obligation to
issue register for sale more than the 5,730,200 shares
of common stock previously registered, subject to stockholder approval
to issue shares beyond the 19.99% exchange cap. As of
the date of this proxy statement, we do not have any plans or intent to issue to
Aspire Capital any shares of common stock in addition to the 5,730,200 shares of
common stock previously registered.

On January 8, 2016, the conditions to the commencement under
the purchase agreement were satisfied. On any trading day on which the closing
sale price of our common stock equals or exceeds $0.10 per share, we have the
right, in our sole discretion, to present Aspire Capital with a purchase notice
(each a “purchase notice”) directing Aspire Capital (as principal) to purchase
up to 100,000 shares of our common stock per trading day, provided that the
aggregate price of such purchase shall not exceed $250,000 per trading day, up
to $10.0 million of our common stock in the aggregate. The purchase price of
such shares is equal to the lesser of:

    •

      the lowest sale price of our common stock on the purchase
      date; or

    •

      the arithmetic average of the three lowest closing sale
      prices for our common stock during the twelve consecutive trading days
      ending on the trading day immediately preceding the purchase date.

In addition, on any date on which we submit a purchase notice
for 100,000 shares to Aspire Capital and the closing sale price of our stock
equals or exceeds $0.10 per share of common stock, we also have the right, in
our sole discretion, to present Aspire Capital with a volume-weighted average
price (VWAP) purchase notice directing Aspire Capital to purchase an amount of
stock equal to up to 30% of the aggregate shares of the Company’s common stock
traded on the Nasdaq Capital Market on the next trading day, subject to a
maximum number of shares we may determine and a minimum trading price. The VWAP
purchase price of such shares is the lower of:

    •
    the closing sale price on the VWAP purchase
      date; or

    •
    95% of the volume-weighted average price for
      our common stock traded on the Nasdaq Capital Market:

    •

      on the VWAP purchase date, if the aggregate shares to be
      purchased on that date have not exceeded the maximum permitted to be sold
      pursuant to the purchase agreement; or

    •

      during that portion of the VWAP purchase date until such
      time as the sooner to occur of (i) the time at which the aggregate shares
      traded on the Nasdaq Capital Market exceed the maximum permitted to be
      sold pursuant to the purchase agreement, or (ii) the time at which the
      sale price of the Company’s common stock falls below the specific minimum
      price threshold.

The purchase agreement provides that the Company and Aspire
Capital shall not effect any sales under the purchase agreement on any purchase
date where the closing sale price of our common stock is less than $0.10 per
share (the “floor price”). The floor price and the respective prices and share
numbers in the preceding paragraphs shall be appropriately adjusted for any
reorganization, recapitalization, non-cash dividend, stock split, reverse stock
split or other similar transaction. There are no trading volume requirements or
restrictions under the purchase agreement, and we will control the timing and
amount of any sales of our common stock to Aspire Capital. Aspire Capital has no
right to require any sales by us, but is obligated to make purchases from us as
we direct in accordance with the purchase agreement. There are no limitations on
use of

Mailstop 3233
April 1, 2016

Via E -mail
Linda Zwobota
Chief Financial Officer and Treasurer
Lightbridge Corporation
11710 Plaza America Drive, Suite 2000
Reston, VA 20190

Re: Lightbridge Corporation
 Preliminary Proxy Statement on Schedule 14A
Filed March 25, 2016
File No. 001-34487

Dear Ms. Zwobota :

We have reviewed your filing an d have the following comment .  Please respond to this
comment  within ten busine ss days by providing the requested information or advise us as soon as
possible when you will respond.  If you  do not believe our comment applies  to your facts and
circumstances , please tell us why in your response.

After reviewing your response to this comment , we may have additional comments.

Proposal 3 — Approval, pursuant to Nasdaq Listing Rule 5635(d), of the issuance of additio nal
shares of our common stock to Aspire Capital under the common stock purchase agreement
between the Company and Aspire Capital dated September 4, 2015

1. We note that you are seeking approval of the issuance of up to $10.0 million in shares of
your common  stock to Aspire Capital.  We further note your disclosure stating “. . . the
purchase agreement limits Aspire Capital to beneficially owning no more than 19.99% of
our issued and outstanding common stock at any time (and we are not seeking
stockholder app roval to lift such beneficial ownership limitation).”  Finally, we note that
Nasdaq Listing Rule 5635(d) requires stockholder approval for certain issuances of 20%
or more of a listed company’s outstanding shares.  Please revise your disclosure to
disclose  the maximum number of shares that may be issued pursuant to this authorization.
Please further revise to clarify whether you are asking stockholders to approve the
potential issuance of 20% or more of your outstanding shares prior to such issuance.

We u rge all persons who are responsible for the accuracy and adequacy of the disclosure
in the filing to be certain that the  filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   Since the company a nd its management are

Linda Zwobota
Lightbridge Corporation
April 1, 2016
Page 2

 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.

 In responding to our comment , please provide  a written statement from the compan y
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

Please contact Sara von Althann, Attorney -Advisor,  at (202) 551-3207  or me at (202)
551-3233  with any other questions.

Sincerely,

 /s/ Tom Kluck

 Tom Kluck
Branch Chief
Office of Real Estate and
Commodities
cc: David Crandall
 Hogan Lovells US LLP

Mail Stop 3233
December 18, 2015

Seth Grae
Chief Executive Officer and President
Lightbridge Corporation
1600 Tysons Boulevard, Suite 550
McLean, VA 22102

Re: Lightbridge Corporation
 Form 10 -K and 10 -K/A for the fiscal year ended December 31, 2014
Filed March 25, 2015 , April 30, 2015 , and November 23, 2015
File No. 001 -34487

Dear Mr. Grae :

We have completed our review of your filing .  We remind you that our comments or
changes to disclosure in response to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Com mission or any person under the
federal securities laws of the United States.  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 the
information the Securities Excha nge Act of 1934 and all applicable rules require.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior  Attorney
Office of Real Estate and
Commodities

CORRESP
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LIGHTBRIDGE CORPORATION

December 18, 2015

  VIA EDGAR

Division of Corporation Finance
U.S. Securities and
Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

    Re:
    Lightbridge Corporation

    Registration Statement on Form
      S-1 (File No. 333-207507)

    Request for Acceleration of
      Effective Date

Dear Sir or Madam:

Pursuant to Rule 461 of the
General Rules and Regulations under the Securities Act of 1933, as amended,
Lightbridge Corporation, a Nevada corporation (the “Company”), hereby requests
that the Securities and Exchange Commission (the “Commission”) accelerate the
effective date of its Registration Statement on Form S-1 (File No. 333-207507)
(the “Registration Statement”) and declare the Registration Statement effective
as of Tuesday, December 22, 2015, at 4:30 p.m., Eastern time, or as soon as
practicable thereafter.

In connection with this request
for acceleration, the Company acknowledges that:

    •
    should the Commission or the staff, acting
      pursuant to delegated authority, declare the filing effective, it does not
      foreclose the 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 and
      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.

Please contact the undersigned at
(571) 730-1200, or David R. Crandall of Hogan Lovells US LLP at (303) 454-2449,
with any questions. Also, please notify Mr. Crandall when this request for
acceleration has been granted.

    Very truly yours,

    Lightbridge Corporation

    By:
    /s/ Seth Grae

    Name:
    Seth Grae

    Title:
    President and Chief Executive Officer

    cc:

       David R. Crandall, Hogan Lovells US LLP

1600 Tysons Boulevard, Suite 550, McLean, VA 22102            Phone (571) 730-1200

CORRESP
1
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    Hogan Lovells US LLP

    One Tabor Center, Suite 1500

    1200 Seventeenth Street

    Denver, CO 80202

    T +1 303 899 7300

    F +1 303 899 7333

    www.hoganlovells.com

    David R. Crandall

    Direct: +1 303 454 2449

    david.crandall@hoganlovells.com

December 18, 2015

Via EDGAR

United States Securities and Exchange Commission
Division
of Corporation Finance
100 F Street, N.E.
Washington, DC 20549
Mail
Stop 3233

    Attn:
    Kim McManus

    Senior Attorney, Office of Real Estate and
      Commodities

    Re:
    Lightbridge Corporation

    Registration Statement on Form S-1

    Filed October 19, 2015

    File No. 333-207507

Ladies and Gentlemen:

On behalf of Lightbridge Corporation (“Lightbridge” or the
“Company”), set forth below is the response to the comment received from the
staff of the Division of Corporation Finance (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) by letter dated November 18, 2015, with
respect to the above-referenced filing. On December 11, 2015, the Company filed
an amendment to the above-referenced Registration Statement on Form S-1.

General

    1.

      As you know, we are reviewing your Form 10-K for the
      fiscal year ended December 31, 2014, and have issued comments in
      connection with that review. Please confirm that you will amend the
      registration statement, as appropriate, to reflect your responses to our
      comments on the Form 10-K. In addition, please note that we will not be in
      a position to declare the registration statement effective until you have
      resolved all comments raised on the Form 10-K.

RESPONSE:

The Company acknowledges the Staff’s comment and has amended
its Registration Statement on Form S-1 to reflect its responses to the Staff’s
comments on the Form 10-K. As discussed with the Staff, the Company will be
submitting a separate request today that the Commission accelerate the effective
date of the Company’s Registration Statement on Form S-1 and declare the
Registration Statement effective as of Tuesday, December 22, 2015, at 4:30 p.m.,
Eastern time, or as soon as practicable thereafter.

Hogan Lovells US LLP is a limited liability partnership
registered in the District of Columbia. “Hogan Lovells” is an international
legal practice that includes Hogan Lovells US LLP and Hogan Lovells
International LLP, with offices in: Alicante Amsterdam Baltimore Beijing
Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg
Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles
Luxembourg Madrid Mexico City Miami Milan Monterrey Moscow Munich New York
Northern Virginia Paris Philadelphia Rio de Janeiro Rome San Francisco São Paulo
Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC
Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information
see www.hoganlovells.com

United States Securities and Exchange Commission
Ms. Kim
McManus
December 18, 2015
Page 2

Acknowledgement

We hereby inform you on behalf of the Company that the Company
acknowledges that:

    •
    the Company is responsible for the adequacy and
      accuracy of the disclosure in the filing;

    •
    Staff comments or changes to disclosure in
      response to Staff comments do not foreclose the Commission from taking any
      action with respect to the filing; and

    •
    the Company may not assert Staff comments as a
      defense in any proceeding initiated by the Commission or any person under
      the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (303)
454-2449 if you have any questions or would like any additional information

Sincerely,

/s/ David R. Crandall

David R. Crandall

    cc:

      Seth Grae, President & CEO, Lightbridge Corporation

    Linda Zwobota, CFO & Treasurer, Lightbridge
      Corporation

CORRESP
1
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    Hogan Lovells US LLP

    One Tabor Center, Suite 1500

    1200 Seventeenth Street

    Denver, CO 80202

    T +1 303 899 7300

    F +1 303 899 7333

    www.hoganlovells.com

    David R. Crandall

    Direct: +1 303 454 2449

david.crandall@hoganlovells.com

December 3, 2015

Via EDGAR & Federal Express

    United States Securities and Exchange Commission

    Division of Corporation Finance

    100 F Street, N.E.

    Washington, DC 20549

    Mail Stop 3233

    Attn:
    Kim McManus

    Senior Attorney, Office of Real Estate and
      Commodities

    Re:
    Lightbridge Corporation

    Form 10-K and 10-K/A for the Fiscal Year Ended
      December 31, 2014

    Filed March 25, 2015 and April 30, 2015

    File No. 001-34487

Ladies and Gentlemen:

On behalf of Lightbridge Corporation (“Lightbridge” or the
“Company”), set forth below are responses to comments received from the staff of
the Division of Corporation Finance (the “Staff”) of the Securities and Exchange
Commission (the “Commission”) by letter dated November 18, 2015, with respect to
the above-referenced filings. To address the Staff’s comments, on November 23,
2015, the Company filed an amendment to its Annual Report on Form 10-K for the
fiscal year ended December 31, 2014 (the “Amended Form 10-K”).

For your convenience, the text of the Staff’s comments is set
forth below in bold, followed in each case by the response. The responses
provided herein are based on discussions with, and information furnished by, the
Company and its advisors.

The undersigned is responding separately to comments from the
Staff concerning the Registration Statement on Form S-1 (File No. 333-207507)
filed by the Company on October 19, 2015. The Company has requested confidential
treatment for certain exhibits filed in response to comment 2 below, and
respectfully requests the Staff’s review and action upon the confidential
treatment request by December 14, 2015.

Hogan Lovells US LLP is a limited liability partnership
registered in the District of Columbia. “Hogan Lovells” is an international
legal practice that includes Hogan Lovells US LLP and Hogan Lovells
International LLP, with offices in: Alicante Amsterdam Baltimore Beijing
Brussels Caracas Colorado Springs Denver Dubai Dusseldorf Frankfurt Hamburg
Hanoi Ho Chi Minh City Hong Kong Houston Johannesburg London Los Angeles
Luxembourg Madrid Mexico City Miami Milan Monterrey Moscow Munich New York
Northern Virginia Paris Philadelphia Rio de Janeiro Rome San Francisco São Paulo
Shanghai Silicon Valley Singapore Tokyo Ulaanbaatar Warsaw Washington DC
Associated offices: Budapest Jakarta Jeddah Riyadh Zagreb. For more information
see www.hoganlovells.com

United States Securities and Exchange Commission
Ms. Kim
McManus
December 3, 2015
Page 2

Form 10-K filed March 25, 2015

General

    1.

      You indicated by check mark that you have not filed
      reports required to be filed by Section 13 and 15(d) of the
      Securities Exchange Act of 1934 during the preceding 12 months.
      Please tell us which Exchange Act reports you failed to file during
      the referenced time period.

RESPONSE:

The Company checked the incorrect box on the cover of the Form
10-K filed on March 25, 2015. As of the date of the filing of the Form 10-K on
March 25, 2015, the Company had filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months and had been subject to such filing requirements for the past 90 days.
In connection with filing Amendment No. 1 to the Form 10-K filed on April 30,
2015, the Company noted that the incorrect box had been checked on the original
Form 10-K and checked the correct box on Amendment No. 1 to the Form 10-K. The
Company has also checked the correct box on the Amended Form 10-K filed on
November 23, 2015.

Consulting Business Segment, page 5

    2.

      We note your disclosure on page 30 that, “all of our
      revenue for the years ended December 31, 2014 and 2013 is from our
      consulting services business segment.” Please tell us why you have
      not filed the referenced material contracts as exhibits to the Form
      10-K. Refer to Item 601(b)(10) of Regulation S-K.

RESPONSE:

The Company respectfully submits that none of the consulting
agreements are “material contracts” within the meaning of Item 601(b)(10) of
Regulation S-K. While all of the Company’s revenue in fiscal years 2014 and 2013
was derived from consulting services, the main focus of the Company’s business
is its nuclear fuel technology business segment, and the consulting services are
intended solely to help defray the costs of the nuclear fuel technology business
segment, as disclosed on page 7 of the Amended Form 10-K. The consulting
agreements are not material to the Company’s business because the consulting
services business segment is not material to the Company and its future
prospects.

Even if the consulting agreements were material to the Company,
the consulting agreements were made in the ordinary course of business. The sole
business of the consulting services business segment is to provide consulting
services, and the consulting agreements are such as ordinarily accompanies the
kind of consulting business conducted by the Company. Further, the Company is
not substantially dependent upon any of the consulting agreements, and none of
the other criteria set forth in Item 601(b)(10)(ii)(A) – (D) is applicable.
Accordingly, the consulting agreements are not “material contracts” within the
meaning of Item 601(b)(10) of Regulation S-K and the Company is not required to
file such agreements.

However, solely for the purpose of resolving the Staff’s
comments, the Company has filed all consulting agreements contributing more than
10% of revenues in either of fiscal years 2014 or 2013 as Exhibits 10.13 through
10.27 of the Amended Form 10-K filed on November 23, 2015. Several of the consulting agreements (specifically, Exhibit Nos. 10.13,
10.18, 10.19, 10.20, 10.21, 10.22, 10.23, 10.24, 10.25 and 10.27) contain
competitively sensitive provisions, and the Company has requested confidential
treatment for such provisions. The Company has requested the Staff’s review and
action upon the confidential treatment request by December 14, 2015, following
which the Company intends to request acceleration of the effectiveness of the
Registration Statement on Form S-1 (File No. 333-207507) filed by the Company on
October 19, 2015, which the Company intends to amend on or about December 4,
2015.

United States Securities and Exchange Commission
Ms. Kim
McManus
December 3, 2015
Page 3

Acknowledgement

We hereby inform you on behalf of the
Company that the Company acknowledges that:

    •
    the Company is responsible for the adequacy and
      accuracy of the disclosure in the filing;

    •
    Staff comments or changes to disclosure in
      response to Staff comments do not foreclose the Commission from taking any
      action with respect to the filing; and

    •
    the Company may not assert Staff comments as a
      defense in any proceeding initiated by the Commission or any person under
      the federal securities laws of the United States.

Please do not hesitate to contact the undersigned at (303)
454-2449 if you have any questions or would like any additional information

Sincerely,

/s/ David R. Crandall

David R. Crandall

    cc:

      Seth Grae, President & CEO, Lightbridge Corporation

    Linda Zwobota, CFO & Treasurer, Lightbridge
  Corporation

Mail Stop 3233
November 18, 2015

Seth Grae
Chief Executive Officer and President
Lightbridge Corporation
1600 Tysons Boulevard, Suite 550
McLean, Virginia 22102

Re: Lightbridge Corporation
 Form 10 -K and 10 -K/A for the fiscal year ended December 31, 2014
Filed March 25, 2015 and April 30, 2015
File No. 001 -34487

Dear Mr. Grae :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may  ask you to provide us with information so we may better understand your
disclosure.

Please respond to these comments  within ten busine ss days by providing the requested
information or advis e us as soon as possible when you will respond.  If you  do not be lieve our
comments apply to your facts and circumstances , please tell us why in your response.

After reviewing your response to these  comments, we may have  additional comments.

Form 10 -K filed March 25, 2015

General

1. You indicated by check mark that you have not filed reports required to be filed by
Section 13 and 15(d) of the Securities Exchange Act of 1934 during the preceding 12
months.  Please tell us which Exchange Act reports you failed to file during the
referen ced time period.

Consulting Business Segment, page 5

2. We note your disclosure on page 30 that, “all of our revenue for the years ended
December 31, 2014 and 2013 is from our consulting services business segment.”   Please
tell us why you have not filed th e referenced  material contracts as exhibits to the Form
10-K.  Refer to Item 601(b)(10) of Regulation S -K.

Seth Grae
Lightbridge Corporation
November 18, 2015
Page 2

 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 the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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 d isclosures they have made.

 In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the fe deral securities laws of the United States.

You may contact  Folake Ayoola, Senior Counsel, at (202) 551 -3673 or me at (202) 551 -
3215  with any questions.

Sincerely,

 /s/ Kim McManus

Kim McManus
Senior Attorney
Office of Real Estate and
Commodities

June 22, 2015

Via E -mail
Seth Grae
President and CEO
Lightbridge Corporation
1600 Tysons Boulevard, Suite 550
McLean, VA  22102

Re: Lightbridge Corporation
  Registration Statement on Form S-3
Filed  June 11, 2015
  File No.  333-204889

Dear Mr. Grae :

This is to advise you that we have not  reviewed and will not review your registration
statement .

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 the information the Securities Act of 193 3 and
all applicable Securities  Act rules require.   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.

In the event you request acceleration of the effective date of the pending regist ration
statement , please provide  a written statement from the company acknowledging that:

 should the Commission or the staff, acting pursuant to delegated authority, declare the
filing effective, it does not foreclose the Commission from taking any action wit h 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 th e filing; and

 the company may not assert staff comments and 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.

Seth Grae
Lightbridge Corporation
June 22, 2015
Page 2

 Please refer to Rules 460 and  461 regarding requests for  acceleration .  We will consider a
written request for acceleration of the effective date of the registration statement as confirmation
of the fact that those requesting acceleration are aware of their respective responsibilities  under
the Securities Act of 1933 and the Securities Exchange Act of 1934 as they relate to the proposed
public offering of the registered securities .

Please  contact  Coy Garrison, Staff Attorney, at (202) 551 -3466 with any questions.

Sincerely,

 /s/ Tom Kluck

Tom  Kluck
Legal Branch Chief

cc: David R. Crandall, Esq.
 Hogan Lovells US LLP

CORRESP
1
filename1.htm

    Lightbridge Corp.: CORRESP - Filed by newsfilecorp.com

LIGHTBRIDGE CORPORATION

    June 22, 2015

    VIA EDGAR

    Division of Corporation Finance

    U.S. Securities and Exchange Commission

    100 F Street, N.E.

    Washington, D.C. 20549

    Re:
    Lightbridge Corporation

    Registration Statement on Form S-3
      (File No. 333-204889)

    Request for Acceleration of Effective
      Date

Dear Sir or Madam:

Pursuant to Rule 461 of the General Rules and Regulations under
the Securities Act of 1933, as amended, Lightbridge Corporation, a Nevada
corporation (the “Company”), hereby requests that the Securities and Exchange
Commission (the “Commission”) accelerate the effective date of its Registration
Statement on Form S-3 (File No. 333-204889) (the “Registration Statement”) and
declare the Registration Statement effective as of Thursday, June 25, 2015, at
4:00 p.m., Eastern time, or as soon as practicable thereafter.

In connection with this request for acceleration, the Company
acknowledges that:

    •

      should the Commission or the staff, acting pursuant to
      delegated authority, declare the filing effective, it does not foreclose
      the 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 and 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.

Please contact the undersigned at (571) 730-1200, or David R.
Crandall of Hogan Lovells US LLP at (303) 454-2449, with any questions. Also,
please notify Mr. Crandall when this request for acceleration has been granted.

    Very truly yours,

    Lightbridge Corporation

    By:
    /s/
      Seth Grae

    Name:
    Seth Grae

    Title:
    President and Chief Executive Officer

    cc:
    David R. Crandall, Hogan Lovells US LLP

1600 Tysons Boulevard, Suite 550, McLean, VA
22102      Phone (571) 730-1200

February 8 , 2013

Via E -mail
Mr. James Guerra
Chief Operating Officer and Chief Financial Officer
Lightbridge Corporation
1600 Tysons Boulevard, Suite 550
McLean, VA 22102

Re: Lightbridge Corporation
 Form 10 -K for the fiscal year ended December 31, 2011
 Filed February 22 , 2012
File No. 001-34487

Dear Mr. Guerra :

We have completed our review of your filing.  We remind you that our comments or
changes to disclosure in response  to our comments do not foreclose the Commission from taking
any action with respect to the company or the filing and the company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any person under the
federal secur ities laws of the United States.  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 the
information the Securities Exchange Act of 1934 and all applicable rules requ ire.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
filename1.htm

   Lightbridge Corporation: Correspondence - Filed by newsfilecorp.com

Lightbridge Corporation
1600 Tysons Boulevard, Suite
550
McLean, VA 22102

T: +1.571.730.1200 F: +1.571.730.1260

January 28, 2013

Via EDGAR
Attn: Mr. Daniel L. Gordon, Branch Chief

U.S. Securities and Exchange Commission
Washington, D.C. 20549-0302

    Re:
    Lightbridge Corporation

    Form 10-K for the fiscal year ended December
      31, 2011

    Filed February 22, 2012

    File No. 001-34487

Dear Mr. Gordon,

We are in receipt of the comment letter issued by the United
States Securities & Exchange Commission dated January 23, 2013 regarding the
above referenced filings. As requested in your letter, we have provided
responses to the questions raised by the staff in relation to the Form 10K filed
on February 22, 2012 and the Form 10-Q for the quarterly period ended September
30, 2012. For your convenience, the matter is listed below, followed by our
response:

Form 10-Q for the quarterly period ended September 30,
2012

Liquidity and Capital Resources, page 33

    1.

      We note your response to comment 1 and your proposed
      disclosure. In future filings, please discuss your potential sources of
      liquidity, and discuss any steps you have taken toward securing future
      financing, or state that you have not begun to look for new financing or
      additional sources of capital.

RESPONSE:

As requested by the Staff, we will include in future filings
our potential sources of liquidity and any steps we have taken toward securing
future financing, or state that we have not yet begun to look for new financing
or additional sources of capital.

*****

We hereby acknowledge that:

- the Company is responsible for the
adequacy and accuracy of the disclosure in the filing;

- staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and

- the Company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

If you have any questions or would like to discuss our
responses above, you may contact our outside counsel, Brian Buck of Pillsbury
Winthrop Shaw Pittman LLP, at 202-663-8347, or myself at 571-730-1203.

Sincerely,

/s/ James Guerra
Mr. James
Guerra
Chief Financial Officer
Lightbridge Corporation

January 23, 2013

Via E -mail
Mr. James Guerra
Chief Operating Officer and Chief Financial Officer
Lightbridge Corporation
1600 Tysons Boulevard, Suite 550
McLean, VA 22102

Re: Lightbridge Corporation
 Form 10 -K for the fiscal year ended December 31, 2011
 Filed February 22 , 2012
File No. 001-34487

Dear Mr. Guerra :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If yo u do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -Q for the quarterly period ended September 30, 2012

Liquidity and Capital Resources, page 33

1. We note your response to comment 1 and your proposed disclosure.  In future filings,
please discuss your poten tial sources  of liquidity , and discuss any steps you have taken
toward securing future financing, or state that you have not begun to look for new
financing or additional sources of capital.

We urge all persons who are responsible for the accuracy and a dequacy of the disclosure
in the filing to be certain that the filing includes the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules require.   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.

Mr. James Guerra
Lightbridge Corporation
January 23, 2013
Page 2

  In responding to our comments, please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202)  551-3486.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

CORRESP
1
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   Lightbridge Corporation: Correpondence - Filed by newsfilecorp.com

December 27, 2012

Via EDGAR
Attn: Mr. Daniel L. Gordon, Branch Chief

U.S. Securities and Exchange Commission
Washington, D.C. 20549-0302

    Re:
    Lightbridge Corporation

    Form 10-K for the fiscal year ended December
      31, 2011

    Filed February 22, 2012

    File No. 001-34487

Dear Mr. Gordon,

We are in receipt of the comment letter issued by the United
States Securities & Exchange Commission dated December 12, 2012 regarding
the above referenced filings. As requested in your letter, we have provided
responses to the questions raised by the staff in relation to the Form 10K filed
on February 22, 2012 and the Form 10-Q for the quarterly period ended September
30, 2012. For your convenience, the matters are listed below, followed by our
responses:

Form 10-Q for the quarterly period ended September 30, 2012

Liquidity and Capital Resources, page 33

    1.

      In future filings, please provide a much more robust
      discussion of short-term and long-term liquidity sources and uses in a
      separate section, as opposed to your limited current discussion included
      within your discussion of historical cash provided by (used in) financing
      activities. Please provide a more detailed discussion of potential sources
      of cash that may be available to you, and the likely terms and impact it
      will have on your future liquidity and on your current shareholders’
      positions. Please also discuss any progress you have made toward securing
      any future sources of funding. Please refer to Item 303(A)(1) of
      Regulation S-K and FRR 72. Additionally, please consider adding a risk
      factor addressing your current liquidity situation. Provide your proposed
      future disclosures in your response.

RESPONSE:

As requested by the Staff, we will include a more robust discussion of our short-term and long-term liquidity sources and uses in our future filings. We will also include a separate discussion under Management’s Discussion and Analysis titled Liquidity and Working Capital.

Future short-term and long-term liquidity sources and uses of capital

Item 303(a)(1) of Regulation S-K requires that with respect to liquidity that registrants identify any known trends or any known demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in the
registrant’s liquidity increasing or decreasing in any material way. We will clarify our future disclosure, if applicable at the time of filing, regarding the two below mentioned uncertainties affecting our short-term and long-term liquidity.

We have been actively seeking new consulting work in 2012 from several countries interested in our nuclear consulting services (Consulting Business Segment). We have written proposals out to these prospects, which as of this date are pending
approval. Although we anticipate securing new consulting work from one or more of these prospects, we cannot determine as of this date if and when a new contract will be awarded to us. The margin earned on these new contracts would impact our
short-term and long-term liquidity and supplement the funding for the anticipated additional outside research and development activities of $3 million to $4 million over the next 12-15 months.

In addition, we recently began negotiating contracts with various third party entities to further the development of our nuclear fuel for the above mentioned research and development agreements (Technology Business Segment). Until we finalize the
terms of these agreements, we are uncertain regarding the timing of the cash requirements needed to fund these additional research and development expenses projected for the next 12-15 months. If these agreements require significant upfront cash
requirements, we will analyze our cash position and requirements. If we enter into one of these contracts before entering into a new consulting agreement(s), we may need to secure additional capital or financing.

We will clarify our future disclosures regarding these two above mentioned short-term and long-term liquidity uncertainties as required under Item 303(a)(1).

Need for financing and potential sources of cash
available

The need for future financing or other potential sources of
capital will be determined by the timing and amount that our future additional
research and development costs exceed the gross profit from our current and
future consulting contracts. Financing or additional capital may also be needed
after 12 months if there is a shortfall in our operating cash flows. As of the
date of this letter, this cash flow shortfall is in the range of approximately
$200,000 - $300,000 per month. The majority of this shortfall amount presently
goes toward the funding of our internal research and development activities.

We anticipate, based on our historical and projected future
business activities, that this monthly $200,000 - $300,000 cash flow shortfall
amount may decrease in 2013, and that we expect with the signing of new
consulting agreements, to be cash flow positive sometime during 2013. However,
we can give no assurance that we will become cash flow positive in 2013.

At September 30, 2012, the Company had a total of cash,
restricted cash and marketable securities available to fund its current
operations of approximately $5.6 million, and working capital of approximately
$5.6 million, therefore having sufficient capital resources to fund our cash
flow shortfall of $200,000 - $300,000 and our current operations for the next 12
months. We will clarify our future liquidity disclosures to discuss this current
average monthly working capital shortfall, if still applicable at the date of
the next filing. As of the date of this letter, we have not looked for any
additional financing or other sources of capital.

Until the above mentioned pending consulting revenue and
research and development contracts are finalized, which we expect both to occur
sometime during 2013, or until we have a better understanding of their ultimate
resolution, we are uncertain of our short-term and long-term liquidity sources
and uses of capital at this time. We will add a risk factor that addresses this
liquidity uncertainty, if needed, at the time of our future filings, and also
disclose that if financing or other sources of capital are required, it may
dilute the present shareholders equity positions in our company.

The potential sources of cash available to us are as follows:

    1.

      Equity investment from investors

    2.

      Strategic investment through alliances with major fuel
      vendors, fuel fabricators and/or other strategic parties during the next
      three years, to support the remaining research and development activities
      required to further enhance and complete the development of our fuel
      products to a commercial stage.

Based on the above, the Company will provide the following disclosures in future filings, beginning with its Form 10-K for the year ended December 31, 2012, to the extent such disclosures are applicable as of the date of such future filings. We have
not completed our budget for the calendar year 2013 nor closed our books for 2012, so we have used the September 30, 2012 working capital and liquidity numbers to make the below proposed future disclosure.

Liquidity and Working Capital

At September 30, 2012, we had working capital of approximately $5.6 million. Our current monthly cash flow shortfall from operations is approximately $200,000 to $300,000 per month. Based on this monthly cash flow shortfall, we expect to
have sufficient working capital to fund our current operations for the next 12 months.

We have been actively seeking new consulting work in 2012 from several countries interested in our nuclear consulting services (Consulting Business Segment). We have written proposals out to these prospects, which as of the date of this filing are
pending approval. Although we anticipate securing new consulting work from one or more of these prospects, we cannot determine as of the date of this filing if and when a new contract will be awarded to us. We believe that the margin earned on these
new contracts will favorably impact our short-term and long-term liquidity and will supplement the funding for the anticipated additional outside research and development activities with respect to our nuclear fuel technologies of $3 million to
$4 million over the next 12-15 months.

2.

Please tell us how you determined that you have available liquidity sufficient to sustain your current operations at their current operating levels for the next 12 months. Given your anticipated increased spending on outside
consulting research and development, it appears that you would not have sufficient liquidity to sustain current operating levels for the next 12 months.

RESPONSE:

We have disclosed our anticipated spending on research and development for the next 12-15 months as being between $3 million to $4 million, however as of the date of this letter, as mentioned above, we are uncertain as to the timing of when
these future cash disbursements will take place. We are also uncertain, as of the date of this letter, if we will have additional consulting contracts where the gross profit from these contracts will fund all or a portion of the future cash
requirements of this anticipated research and development spending. Our current working capital position exceeds our current and expected cash flow requirements for the next 12 months. The September 30, 2012 working capital position of $5.6
million funds our current monthly working capital shortfall (approximate monthly range of $200,000 to $300,000 – average of $250,000 shortfall per month) over the next 22 months. Also, even if we do not secure any
additional consulting agreements in 2013, we expect our working capital to fund
our current operations and also fund some of the additional research and
development activities over the next 12 months.

    3.

      Please clarify whether the current average operating
      expenses you disclose that you expect to incur over the next 12-15 months
      of $0.6 million per month is intended to be a cash measure, or whether
      this includes non-cash expenses as well.

RESPONSE:

The $0.6 million in our current total operating expenses is
intended to be a cash measure of the total of our cost of services, including
selling, research and development, general and administrative expenses. Please
note that this total operating expense amount of $0.6 million per month includes
both variable and fixed costs incurred by the Company. We do not expect our
consulting revenue to decrease but if it did, we would be able to decrease the
amount of variable costs incurred each month working on our consulting contracts
and have sufficient working capital to fund our operations over the next 12
months.

*****

We hereby acknowledge that:

- the Company is responsible for the
adequacy and accuracy of the disclosure in the filing;

- staff comments or changes to
disclosure in response to staff comments do not foreclose the Commission from
taking any action with respect to the filing; and

- the Company may not assert staff
comments as a defense in any proceeding initiated by the Commission or any
person under the federal securities laws of the United States.

If you have any questions or would like to discuss our
responses above, you may contact our outside counsel, Brian Buck of Pillsbury
Winthrop Shaw Pittman LLP, at 202-663-8347, or myself at 571-730-1203.

Sincerely,

/s/ James Guerra
Mr. James
Guerra
Chief Financial Officer
Lightbridge Corporation

December 12 , 2012

Via E -mail
Mr. James Guerra
Chief Operating Officer and Chief Financial Officer
Lightbridge Corporation
1600 Tysons Boulevard, Suite 550
McLean, VA 22102

Re: Lightbridge Corporation
 Form 10 -K for the fiscal year ended December 31, 2011
 Filed February 22 , 2012
File No. 001-34487

Dear Mr. Guerra :

We have reviewed your filing an d have the following comments.  In some of our
comments, we may ask you to provide us with information so we may better understand your
disclosure.

Please respond to this letter within ten business days by amending your filing, by
providing the requested information, or by advising us when you will provide the requested
response.   If yo u do not believe our comments apply to your facts and circumstances or do not
believe an amendment is appropriate, please tell us why in your response.

After reviewing any amendment to your filing and the information you provide in
response to these  comments, we may have  additional comments.

Form 10 -Q for the quarterly period ended September 30, 2012

Liquidity and Capital Resources, page 33

1. In future filings, please provide a much more robust discussion of short -term and long -
term liquidity sources and uses in a separate section, as opposed to your limited current
discussion included within your discussion of historical cash provided by (used in)
financing activities.  Please provide a more detailed discussion of potential sources of
cash that may be  available to you, and the likely terms and impact it will have on your
future liquidity and on your current shareholders’ positions.  Please also discuss any
progress you have made toward securing any future sources of funding.  Please refer to
Item 303(A )(1) of Regulation S -K and FRR 72.  Additionally, please consider adding a
risk factor addressing your current liquidity situation.  Provide your proposed future
disclosures in your response.

Mr. James Guerra
Lightbridge Corporation
December 12, 2012
Page 2

 2. Please tell us how you determined that you have available liqui dity sufficient to sustain
your current operations at their current operating levels for the next 12 months.  Given
your anticipated increased spending on outside consulting research and development, it
appears that you would not have sufficient liquidity to sustain current operating levels for
the next 12 months.

3. Please clarify whether the current average operating expenses you disclose that you
expect to incur over the next 12 -15 months of $.6 million per month is intended to be a
cash measure, or whet her this includes non -cash expenses as well.

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 the information the Securities Exchange Act of
1934 and all applica ble Exchange Act rules require.   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.

 In responding to our comments , please provide  a written statement from the company
acknowledging that:

 the company is responsible for the adequacy and accuracy of the disclosure in the filing;

 staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

 the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federal securities laws of the United States.

If you have any questions, you may contact Eric McPhee at (202) 551 -3693 or me at
(202) 551 -3486.

Sincerely,

 /s/ Daniel L. Gordon

Daniel L. Gordon
Branch Chief

September 9, 2010

Mr. James Guerra Chief Operating Officer and Chief Financial Officer Lightbridge Corporation 1600 Tysons Boulevard, Suite 550
McLean, VA 22102

Re: Lightbridge Corporation
  Form 10-K for the Year Ended December 31, 2009   File No. 1-34487

Dear Mr. Guerra:
 We have completed our review of your Form 10-K and related filings and have no further
comments at this time.
Sincerely,
       Daniel L. Gordon      Branch Chief

July 29, 2010

Mr. James Guerra Chief Operating Officer and Chief Financial Officer Lightbridge Corporation 1600 Tysons Boulevard, Suite 550
McLean, VA 22102

Re: Lightbridge Corporation
  Form 10-K for the Year Ended December 31, 2009   File No. 1-34487

Dear Mr. Guerra:
 We have reviewed your filing and have the following comments.  In some of our
comments, we may ask you to provide us with  information so we may better understand your
disclosure.
 Please respond to this letter via EDGAR within ten business days by providing the
requested information or by advising us when you will provide the requested response.  If you do
not believe our comments apply to your facts and circumstances , please tell us why in your
response.
 After reviewing the information you provide in response to these comments, we may
have additional comments.               Form 10-K for the Year Ended December 31, 2009

 Consolidated Balance Sheets, page F-3

1. We see your presentation of deferred stock compensation and common stock reserved for
issuance in both your December 31, 2009, consolid ated balance sheets as well as the
related consolidated statements  of changes in stockholders' equity.  We note that ASC
718-10-25-2 requires compensation co sts to be recognized in the financial statements as
services are provided by employees and does not  permit those costs to be recognized as
deferred compensation on the balance sheet before services ar e provided.  Also refer to
the transition guidance in para graph 74 of Statement 123R.  Revise your disclosures in
future filings as necessary based on our comment and provide us with your proposed disclosures or tell us why you believe your  current presentati on is appropriate.

Mr. James Guerra Lightbridge Corporation
July 29, 2010 Page 2

Note 9. Stockholders’ Equity, page F-15

2. Please tell us how you account for share-base d compensation granted to your advisory
board members and consultants, specifically stating how you determined whether these individuals were employees subject to the provisions of ASC 718 or non-employees subject to ASC 505-50.
 3. Please revise in future filings to include  all disclosures required by ASC 718-10-50 for
each type of award granted (e.g., restricted stock and stock options), including but not limited to the following:

• the total compensation cost related to nonvested awards not yet recognized and the
weighted-average period over which it is expected to be recognized;

• a discussion of the methods used to estimate expected term and exp ected volatility in
your calculation of the fair value of share-based compensation awards; and

• the number and weighted average grant-date fair value of restri cted stock that was
nonvested at the beginning of the year, nonve sted at the end of the year, and those
that during the year were granted, vested, and forfeited.

Provide us with your proposed disclosures.  We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing include s the information the Securities Exchange Act of
1934 and all applicable Exchange Act rules requir e.  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.
 In responding to our comments, please provi de a written statement from the company
acknowledging that:
• the company is responsible for the adequacy and accuracy of the disclo sure in the filing;

• staff comments or changes to disclosure in response to staff comments do not foreclose
the Commission from taking any action with respect to the filing; and

• the company may not assert staff comments as a defense in any proceeding initiated by
the Commission or any person under the federa l securities laws of  the United States.

Mr. James Guerra Lightbridge Corporation July 29, 2010 Page 3

You may contact Jonathan Wiggins at ( 202) 551-3694 or me at (202) 551-3486 if you
have questions regarding comments on the fina ncial statements and related matters.

Sincerely,
       Daniel L. Gordon      Branch Chief

CORRESP
1
filename1.htm

    Unassociated Document

    Lightbridge
Corporation

    1600
Tysons Blvd

    Suite
550

    McLean,
VA 22102

    August
25, 2010

    By EDGAR
Transmission

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street, N.E.

    Washington,
DC 20549

    Attn:
Daniel Gordon

              Re:

              Lightbridge
      Corporation

              Form
      10-K for the Year Ended December 31, 2009

              File
      No. 1-34487

      Dear Mr.
Gordon

    We hereby
submit the responses of Lightbridge Corporation (the “Company”) to the
comments of the staff (the “Staff”) of the
Securities and Exchange Commission (the “Commission”) set
forth in the Staff’s letter, dated July 29, 2010, providing the Staff’s comments
with respect to the above referenced Annual Report on Form 10-K (the “10-K”).

    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.

    Consolidated Balance Sheets,
Page F-3

              1.

              We
      see your presentation of deferred stock compensation and common stock
      reserved for issuance in both your December 31, 2009, consolidated balance
      sheets as well as the related consolidated statements of changes in
      stockholders’ equity.  We note that ASC 718-10-25-2 requires
      compensation costs to be recognized in the financial statements as
      services are provided by employees and does not permit those costs to be
      recognized as deferred compensation on the balance sheet before services
      are provided.  Also refer to the transition guidance in
      paragraph 74 of Statement 123R.  Revise your disclosures in
      future filings as necessary based on our comment and provide us with your
      proposed disclosures or tell us why you believe your current presentation
      is appropriate.

    Company
Response:  The “Deferred stock compensation” entry presented in
the Company’s balance sheets of December 31, 2009 and December 31, 2008 presents
the unamortized balance of non-vested stock grants and is a contra-equity offset
to the value of the issued “Common Stock” or “Common stock reserved for
issuance” until vesting occurs. Although the Company’s presentation of the
contra-equity account has no effect on the stockholders equity total we agree
with the Staff that ASC 718-10-25-2 is applicable and that we should eliminate
this “Deferred stock compensation” line item in future SEC filings by recording
“Stock-based compensation” expense and “Additional Paid-in capital” as the
services are provided. The Company properly records compensation costs on the
income statement for stock grants as the services are provided in accordance
with Statement 123R, and there is no prepaid asset recorded for these stock
issuances. We will have an accounting reclassification footnote disclosure in
the accounting policies section in our future SEC filings as
follows:

    Reclassification

    Certain
prior period amounts have been reclassified to the current presentation. Such
reclassifications had no impact on previously reported Net income or total
Stockholders’ equity. The deferred stock compensation amount of $456,500
presented on the Company’s balance sheet at December 31, 2009 represented the
unamortized balance of non-vested stock grants and was a contra-equity offset to
the value of the stock issued under the balance sheet captions “Common Stock” or
“Common stock reserved for issuance” until vesting occurs. In accordance with
ASC 718-10-25-2, these costs are not to be shown as deferred stock compensation
but recognized as expense as services are provided. We have reclassified the
deferred stock based compensation by eliminating this balance sheet caption,
“Deferred stock compensation” and recording a corresponding adjustment
(reduction) to Additional paid in capital – stock and stock equivalents in the
amount of $456,500. Total Stockholders equity remains the same after this
reclassification.

    Note
9.  Stockholders’ Equity, Page F-15

              2.

              Please
      tell us how you account for share-based compensation granted to your
      advisory board members and consultants, specifically stating how you
      determined whether these individuals were employees subject to the
      provisions of ASC 718 or non-employees subject to ASC
    505-50.

    Company
Response:  The stock compensation expense incurred by Lightbridge
Corporation in connection with its various stock option plans is based on the
employee model of ASC 718. Under ASC
718 employee is defined as “An individual over whom the grantor of a share-based
compensation award exercises or has the right to exercise sufficient control to
establish an employer-employee relationship based on common law as illustrated
in case law and currently under U.S. Internal Revenue Service (IRS) Revenue
Ruling 87-41. Our advisory board members and consultants do not meet the
employer-employee relationship as defined by the IRS and therefore are accounted
for under ASC 505-50.

    The
Company has accounted for the share grants made to the non-employees, based on
the guidance provided in ASC 505-50 (previously EITF96-18).

    ASC
505-50-30-6 (previously FAS 123R, par. 7) establishes that share-based payment
transactions with non-employees shall be measured at the fair value of the
consideration received or the fair value of the equity instruments issued,
whichever is more reliably measured.   ASC 505-50-30-11
(previously EITF 96-18) further provides that an issuer shall measure the fair
value of the equity instruments in these transactions using the stock price and
other measurement assumptions as of the earlier of the following dates, referred
to as the measurement date:

              i.

              The
      date at which a commitment for performance by the counterparty to earn the
      equity instruments is reached (a performance commitment);
    and

              ii.

              The
      date at which the counterparty’s performance is
  complete.

    The
Company has further assessed and concluded that there is no sufficiently large
disincentive for non-performance under the share grant arrangements with the
non-employees that would establish a performance commitment.  Thus,
the measurement date for the share grants to the non-employees would be the date
at which the non-employee’s performance is completed. In all cases we have
judged this to be the vesting date.

    Consistent
with this understanding, we have, for 2009, recalculated the amounts of
stock-based compensation to all consultants, based on the vesting date being the
ultimate measurement date and using the guidance of ASC 505-50-30-21. We have
done the same for the stock options granted to our Strategic Advisory Council
Members and Technical Advisory Board members as described in the next paragraph.
Previously we had used the grant date as the measurement date for all stock
options. The difference in the total stock-based compensation for the year ended
December 31, 2009 would have been a reduction in stock-based compensation
expense of $841, which was not material to the company’s financial
statements.

    Our
Strategic Advisory Council Members and Technical Advisory Board members are paid
quarterly in arrears and have a choice of receiving a specified amount in cash
or fully vested restricted stock, at the then current quoted price, for their
services. As such, the measurement date for the stock is the grant date. This
agrees with our historical practice. They are also awarded stock options. As is
the case with the consultants, we now believe that the measurement date is the
vesting date rather than the grant date. Remeasurement at the end of each
reporting period prior to vesting would also be required as called for in ASC
505-50-30-21. The effect on 2009, of adjusting the compensation expense
accordingly for the Strategic Advisory Council Members and Technical Advisory
Board stock options has been included in the amounts described in the previous
paragraph.

    We
will revise our accounting policy disclosure and accounting for the stock
options issued to consultants in our future SEC filings to reflect the
requirements of ASC 505-50 discussed above.

              3.

              Please
      revise in future filings to include all disclosures required by ASC
      718-10-50 for each type of award granted (e.g., restricted stock and stock
      options), including but not limited to the
  following:

              ·

              The
      total compensation cost related to nonvested awards not yet recognized and
      the weighted-average period over which it is expected to be
      recognized;

              ·

              A
      discussion of the methods used to estimate expected term and expected
      volatility in your calculation of the fair value of share-based
      compensation awards, and

              ·

              The
      number and weighted average grant-date fair value of restricted stock that
      was nonvested at the beginning of the year, nonvested at the end of the
      year, and those that during the year were granted, vested and
      forfeited.

    Provide
use with your proposed disclosures.

    Company
Response:  We agree with the Staff and we will revise the disclosure
in our future filings for both the restricted stock grants outstanding and stock
option grants outstanding to include the disclosures required by ASC 718-10-50.
Our proposed disclosure for the restricted stock grants outstanding for December
31, 2009 will be in future filings as follows:

    Restricted
Stock Award Activity

    The
following summarizes our restricted stock unit activity:

              Number of Units

              Weighted Average Grant Date
      Fair Value

              Total
      shares outstanding at December 31, 2007

            66,668

            $
            8.85

              Units
      granted

            16,138

            7.11

              Units
      forfeited

            Total shares outstanding at December 31, 2008

            82,806

            $
            8.51

            Total units vested

            49,843

            9.41

            Total units nonvested

            32,963

            7.15

              Total
      shares outstanding at December 31, 2008

            82,806

            $
            8.51

              Units
      granted

            89,224

            5.93

              Units
      forfeited

            -11,825

            6.11

              Total
      shares outstanding at December 31, 2009

            160,205

            $
            7.25

              Total
      units vested

            64,547

            8.92

              Total
      units nonvested

            95,658

            6.13

              Total
      outstanding at December 31, 2009

            160,205

            $
            7.25

    Scheduled
vesting for outstanding restricted stock units at December 31, 2009 is as
follows:

              Year
      Ended December 31,

              Thereafter

              Total

              2010

              2011

              2012

              2013

              2014

              Scheduled
      vesting—restricted stock units

              53,470

              21,856

              20,332

              95,658

    As
of December 31, 2009, there was $0.46 million of net unrecognized
compensation cost related to unvested restricted stock-based compensation
arrangements. This compensation is recognized on a straight line basis resulting
in approximately $0.27 million of the compensation expected to be expensed in
the next twelve months, and the total unrecognized has a weighted average
recognition period of 1.88 years.

    We
use the historical volatility of our stock price since January 5, 2006, the date
we announced that we were becoming a public company, to estimate the future
volatility of our stock. At this time we do not believe that there is a better
objective method to predict the future volatility of our stock. We estimate the
term of our option awards based on the full term of the award. To date we have
had very few exercises of our options, and those exercises have occurred just
before the expiration date of the awards. Since the strike price of most of our
outstanding awards is greater than the price of our stock, generally awards have
expired at the end of the term.  We do not currently have sufficient
information to determine the effect of potential forfeitures on the terms of our
awards. We are monitoring historical data to determine a reasonable method to
estimate future forfeitures, and we plan to include this estimate in our fair
value calculations in 2010.

    *****

    The company hereby acknowledges that it
is responsible for the adequacy and accuracy of the disclosure in the filing.
Staff comments or changes to disclosure in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing and
the company may not assert staff comments as a defense in any proceeding
initiated by the Commission or any person under the federal securities laws of
the United States.

    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 (571)
730-1200 or Brian J. Buck, Esq. of Pillsbury Winthrop Shaw Pittman LLP, our
outside counsel at (202) 663-8347.

              Sincerely,

              Lightbridge
      Corporation

                By:

              /s/ James
      Guerra

              James
      Guerra

              Chief
      Operating Officer and Chief Financial Officer

CORRESP
1
filename1.htm

    Unassociated Document

    LIGHTBRIDGE
CORPORATION

    1600
Tyson’s Blvd., Suite 550

    McLean,
VA  22102

    571.730.1200

    November
20, 2009

    By EDGAR
Transmission

    Thomas
Kluck

    Division
of Corporation Finance

    U.S.
Securities and Exchange Commission

    100 F
Street, NE

    Washington,
DC 20549

              Re:

              Lightbridge
      Corporation

              Registration
      Statement on Form S-3

              Commission
      File No. 333-162671

      Dear Mr.
Kluck:

    Pursuant to Rule 461 under the
Securities Act of 1933, as amended (the “Securities Act”), Lightbridge
Corporation (the “Company”) hereby respectfully requests that the Securities and
Exchange Commission (the “Commission”) accelerate the effectiveness of the
above-referenced Registration Statement and declare such Registration Statement
effective at 4:30 p.m. (Eastern Time) on Tuesday, November 24, 2009, or as soon
thereafter as practicable.

    We
acknowledge and agree that:

              ·

              should
      the Commission or the staff of the Commission (the “Staff”), acting
      pursuant to delegated authority, declare the filing effective, it does not
      foreclose the 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 the Staff’s comments and 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 making this request for
acceleration, we are aware of our respective responsibilities under the
Securities Act and the Securities Exchange Act of 1934, as amended, as they
relate to the proposed public offering of the securities specified in the above
registration statement.  We have reviewed Rules 460 and 461 under the
Securities Act regarding requesting acceleration of a registration statement,
and we believe we are in compliance with those Rules.

    We
believe that our prospectus complies with the plain English principles set forth
in the revisions to Rule 421 of the Securities Act.  Additionally, the
Company and the management, who are responsible for the accuracy and adequacy of
the disclosure in the registration statement, are certain that they have
provided all information investors require for an informed decision with respect
to the registered securities.

    If you have any questions or would like
to discuss this request, please feel free to contact Louis Bevilacqua of
Pillsbury Winthrop Shaw Pittman LLP, our outside counsel, at (202)
663-8158.

            Very
      truly yours,

            LIGHTBRIDGE
      CORPORATION

              By:

            /s/ Seth
      Grae

            Seth
      Grae

            Chief
      Executive Officer

        2

CORRESP
1
filename1.htm

    Unassociated Document

      LIGHTBRIDGE
CORPORATION

      1600
Tyson’s Boulevard, Suite 550

      McLean,
VA  22102

      571.730.1200

      November
19, 2009

      Thomas
Kluck

      Division
of Corporation Finance

      U.S.
Securities and Exchange Commission

      100 F
Street, NE

      Washington,
DC 20549

                  Re:

                  Lightbridge
      Corporation

                      Registration
      Statement on Form S-3

                      Commission
      File No.
333-162671

      Dear Mr.
Kluck:

      On behalf
of Lightbridge Corporation (“Lightbridge”
or the “Company”),
we hereby submit Lightbridge’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 November 17, 2009, providing the Staff’s
comments with respect to the above referenced Registration Statement on Form S-3
filed with the Commission on October 26, 2009.

      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.

      Form 10-K
for the Fiscal
Year Ended December 31, 2008

                1.

                It
      appears your certifications do not include the exact disclosure as
      required by Item 601(b)(31) of Regulation S-K. For example, we note your
      certifications omit the disclosure regarding internal control over
      financial reporting as required in paragraph 4 under Item 601(b)(31).
      Please revise your Form 10-K for the Fiscal Year Ended December 31, 2008,
      and your Forms 10-Q for the quarterly periods ended March 31, 2009, and
      June 30, 2009, in accordance with Regulation S-K. Compliance and
      Disclosure Interpretations, Question 246.13, available at
      http://www.sec.gov/divisions/corpfin/guidance/regs-kinterp.htm.

      Lightbridge
Response:  The Company has filed amendments to it’s Annual Report on
Form 10-K for the year ended December 31, 2008 and it’s Quarterly Reports on
Form 10-Q for the quarters ended March 31, 2009, June 30, 2009 and September 30,
2009 to revise the certifications required by Item 601(b)(31) of Regulation
S-K.

      *****

      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 (571) 730-1200 or Louis A.
Bevilacqua, Esq. of Pillsbury Winthrop Shaw Pittman LLP, our outside counsel, at
(202) 663-8158.

                  Sincerely,

                  LIGHTBRIDGE
      CORPORATION

                  By:

                  Seth Grae

                  Seth
      Grae

                  Chief
      Executive Officer

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 3010
November 17, 2009

Seth Grae CEO and President Lightbridge Corporation 1600 Tysons Boulevard, Suite 550 McLean, Virginia 22102
Re: Lightbridge Corporation  Registration Statement on Form S-3
Filed October 26, 2009
  File No. 333-162671

Dear Mr. Grae:

We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document 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 filing.  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.
 Form 10-K for the Fiscal Year Ended December 31, 2008

1. It appears your certif ications do not include the exact disclosure as required by Item
601(b)(31) of Regulation S-K.  For exam ple, we note your certifications omit the
disclosure regarding intern al control over financial reporting as required in
paragraph 4 under Item 601(b)(31).  Pleas e revise your Form 10-K for the Fiscal
Year Ended December 31, 2008, and your Forms 10-Q for the quarterly periods ended March 31, 2009, and June 30, 2009, in accordance with Regulation S-K, Compliance and Disclosure Interpre tations, Question 246.13, available at
http://www.sec.gov/divisions/corpf in/guidance/regs-kinterp.htm
.

* * * * *

Seth Grae
Lightbridge Corporation November 17, 2009 Page 2
As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t 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 pursuant to delegated authority,
declare the filing effective, it does not foreclose the 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 comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed 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.

Seth Grae
Lightbridge Corporation November 17, 2009 Page 3
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate 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.
 Please contact Adam F. Turk at (202) 551-3657 or me at (202) 551-3233 with any
questions.          S i n c e r e l y ,             T h o m a s  K l u c k          B r a n c h  C h i e f   cc: Louis A. Bevilacqua, Esq.  Joseph R. Tiano, Esq.  Pillsbury Winthrop Shaw Pittman LLP
Via Facsimile:  (202) 663-8007

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-7010

       DIVISION OF
CORPORATION FINANCE
November 6, 2008

via U.S. mail
 Seth Grae Chief Executive Officer  Thorium Power, Ltd. 1600 Tysons Boulevard, Suite 550 McLean, VA 22102
Re: Thorium Power, Ltd.
 Amendment No. 2 to Preliminary Proxy Statement on Schedule 14A
Filed October 27, 2008 File No. 0-28543
Dear Mr. Grae:

We have completed our review of the above-referenced filing and have no further
comments at this time.
Sincerely,

 H. Roger Schwall
Assistant Director
  cc:  L. Nicholson   via facsimile

 Louis Bevilacqua, Esq.  (202) 663-8007

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

       DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

September 29, 2008
 via U.S. Mail

 Seth Grae Chief Executive Officer  Thorium Power, Ltd. 1600 Tysons Boulevard, Suite 550 McLean, VA 22102
Re: Thorium Power, Ltd.  Preliminary Proxy Statement on Schedule 14A
Filed September 10, 2008 File No. 0-28543
Dear Mr. Grae:
 We have limited our review of your filing to those issues we have addressed in
our comments.  Where indicated, we think you should revise your document 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 filing.  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.
 Preliminary Proxy Statement on Schedule 14A filed September 10, 2008

General

1. Please provide the information require d by Instruction 2 to Item 407 of
Regulation S-K with respect to the charters of your audit committee,
compensation committee, and corporate governance and nominating committee.

Seth Grae
Thorium Power, Ltd.
September 29, 2008 Page 2   Voting Your Proxy, page 1

 2. We note your disclosure that in unconte sted elections, dir ectors are elected by
majority of the votes cast at the meeti ng.  However, Section 2.11 of your amended
and restated bylaws provides that in the election of directors, a plurality of the
votes cast shall elect.  Please advise or revise.

Proposal 3 – Approval and Ratification of an Amendment of the Articles of Incorporation
to Authorize the Board the Discretion to  Effect a Reverse Stock Split…, page 20

3. We note your disclosure that your board of  directors will have the authority to
effect a reverse stock split of up to 1-for- 50.  Please disclose the specific factors
that your board of directors will consider when determining the size of the ratio.
 4. The reverse stock split will result in an  increased number of authorized but
unissued shares of your common stock.  Please disclose whether you have any current plans, proposals or arrangements,  written or otherwise, to issue the
additional shares at this time.  If so, please discuss them in necessary detail.  If not, please state that you have no such pl ans, proposals or arrangements, written
or otherwise, at this time.
 5. Please refer to Release No. 34-15230 and discuss the possible anti-takeover
effects of the reverse stock split.  Please also discuss other anti-takeover mechanisms that may be present in y our governing documents or otherwise and
whether there are any plans or proposals to  adopt other provisi ons or enter into
other arrangements that may have material anti-takeover consequences.  Inform holders that management could use the addi tional shares to resist or frustrate a
third-party transaction pr oviding an above-market premium that is favored by a
majority of the independent stockholders.
 Effect of Reverse Stock Split, page 20

 6. In the table at page 20, please clarify the number of shares that will be (i)
authorized and reserved for issuance, or (ii) authorized  but unreserved and
available for issuance after the reverse stock split.  Please also discuss the dilutive
effect of the reverse stock split on your current shareholders.

Closing Comments

As appropriate, please amend your filing and respond to these comments within
10 business days or tell us when you will provid e us with a response.  You may wish to
provide us with marked copies of the amendm ent to expedite our review.  Please furnish
a cover letter with your amendment that keys your responses to our comments and

Seth Grae
Thorium Power, Ltd.
September 29, 2008 Page 3  provides any requested supplemental information.  Detailed cover letter s greatly facilitate
our review.  Please understand that we may have additional commen ts after reviewing
your amendment 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 Exchange Act of 1934 and th at they have provided all information
investors require for an informed invest ment decision.  Since the company and its
management are in possession of all facts re lating to a company’s disclosure, they are
responsible for the accuracy and adequacy of the disclosures they have made.
  In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that:
‚ the company is responsible for the adequacy  and accuracy of the disclosure in the
filing;
 ‚ staff comments or changes to disclosure  in response to staff comments do not
foreclose the Commission from taking any action with respect to the filing; and
 ‚ the company may not assert staff comme nts as a defense in any proceeding
initiated by the Commission or any person under the federal secu rities 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 Divi sion of Corporation Fi nance in our review
of your filing or in response to our comments on your filing.

Seth Grae
Thorium Power, Ltd. September 29, 2008 Page 4
 You may contact Laura Nic holson at (202) 551-3584 or, in her absence, Michael
Karney at (202) 551-3847 with any questions.
Sincerely,

H. Roger Schwall Assistant Director
 cc: M. Karney
L. Nicholson
  via facsimile

 Louis Bevilacqua, Esq.  (202) 654-1804

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.

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

CORRESP
1
filename1.htm

      Unassociated Document

    THORIUM
      POWER, LTD.

    8300
      Greensboro Drive, Suite 800

    McLean,
      VA 22102

    (800)
      685-8082

    August
      14, 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 7, 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.

              We
                note your response to our prior comment 3, and reissue it. Your controller
                or principal accounting officer, or person acting 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.

    Thorium
      Power Response: Larry Goldman, our Treasurer and Acting CFO, will sign the
      Registration Statement when it is filed with the Commission. The draft provided
      in response to the Staff’s prior comments did include the signature of Mr.
      Goldman. A copy of the signature page of the Registration Statement is included
      with this response as Exhibit 1.

    Draft
      Amendment No.1 to Form 10-KSB for the Fiscal Year Ended December 31,
      2006

    General

            2.

              Please
                revise your explanatory note on page 3 and introductory note on page
                F-10
                to replace references to SEC comments or letters constituting the
                basis
                for your revisions with a discussion of the significant 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).

    Thorium
      Power Response: We have revised the explanatory note on page 3 and the
      introductory note on page F-10 to replace references to SEC comments or letters
      with a discussion of the significant issues and reasons that have required
      an
      amendment to our filing. Our revised explanatory note located on page 3 of
      our
      10-KSB is included with this response as Exhibit 2. Our revised introductory
      note located on page F-10 of our 10-KSB is included with this response as
      Exhibit 3.

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

            3.

              We
                see the revisions you made in response 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 that 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 merger 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.

    Thorium
      Power Response: We have revised our disclosure on page F-12 of our 10-KSB to
      state that there
      was a total of 160,761,474 of common shares outstanding in Thorium Power Ltd.
      prior to the merger, of which 124,101,637 shares are being shown as permanent
      equity in the statement of changes in stockholders’ deficiency and 36,659,837 as
      shown on the balance sheet as temporary equity. Our
      revised disclosure is included with this response as Exhibit
      4.

        2

    Note
      I
      --Nature of Operations and Merger 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, covering period
                from
                July 1, 2006 to October 6, 2006, is not also reflected as a contribution
                to equity. Provide us with the journal entries made in recording
                the $2.3
                million allocated expenses.

    Thorium
      Power Response: We
      have included additional disclosure on page F-13 of our 10-KSB to state that
      these
      total allocated expenses of approximately $7.5 million were recorded as deemed
      capital contributions to Thorium Power Inc. by Thorium Power Ltd. Starting
      July
      1, 2006 to October 6, 2006 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. ,
      which became part of the approximate $14.6 million total assets deemed acquired
      from Thorium Power Ltd, as shown above. The remaining approximate $5.2 million
      of deemed capital contributions were recorded as expenses on Thorium Power
      Ltd.
      books from January 1, 2006 to June 30, 2006 and these expenses were allocated
      to
      Thorium Power Inc. as of June 30, 2006 as capital contributions by Thorium
      Power
      Ltd. for this period of time.

    Our
      revised disclosure is included with this response as Exhibit
      5.

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

            5.

              We
                see that you have added in your marked draft amendment an introductory
                statement and notes to the interim financial statements in response
                to
                prior comment 15. However, the unmarked version of your draft amendment
                appears to have some of the notes to these interim financial statements
                interspersed with the notes to the annual financial statements 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.

    Thorium
      Power Response: Other than those discrepancies that were discovered by the
      Staff, no other inconsistencies existed between the marked and unmarked draft
      amendments. For the Staff’s convenience, we have included with this response an
      unmarked copy of our annual financial statements as Exhibits 6. Additionally,
      we
      have included Exhibit 99.1 with this response as Exhibit
      7.

        3

    Draft
      Amendment No. 1 to Form 10-QSB for the Fiscal Quarter Ended March 31, 2007

    Controls
      and Procedures, page 2

            6.

              We
                note your addition of the controls and procedures disclosure responding
                to
                prior comment 16. Please expand your disclosure to specify the period
                covered by your controls and procedures evaluation and effectiveness
                conclusion, noting the requirements under Item 307 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 8.

    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

        4

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

CORRESP
1
filename1.htm

    THORIUM
      POWER, LTD.

    8300
      Greensboro Drive, Suite 800

    McLean,
      VA 22102

    (800)
      685-8082

    July
      13,
      2007

    Donna
      Levy

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549

              Re:

              Thorium
                Power, Ltd.

            Post-Effective Amendment to Registration
              Statement on Form SB-2

            Filed May 30,
              2007

              Commission
                File No. 333-135437

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

              File
                March 20, 2007

              Commission
                File No. 000-28543

              Form
                10-QSB for the Fiscal Quarter Ended March 31,
                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 June 15, 2007, providing the Staff’s comments
      with respect to the above referenced Post-Effective Amendment to a Registration
      Statement on Form SB-2 (the “Registration
      Statement”),
      Annual Report on Form 10-KSB (the “10-KSB”)
      and
      the 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.

    Post-Effective
      Amendment on Form SB-2

    General

            1.

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

    COMPANY
      RESPONSE:

    To
      the extent that revisions or additional disclosure were required in connection
      with the Staff’s review of our Exchange Act reports, we have made concurrent
      changes to the Registration Statement. We acknowledge that we must clear all
      comments on the reviewed Exchange Act reports prior to requesting acceleration
      for the Registration Statement.

    Undertakings,
      page l

            2.

              Please
                provide the undertaking required by Item 512(g)(2) of Regulation
                S-B.

    COMPANY
      RESPONSE:

    We
      have provided the information required by Item 512(g)(2) of Regulation S-B
      in
      Post-Effective Amendment No. 2 to the SB-2.

    Signature
      Page

            3.

              Form
                SB-2 must be signed by your Controller or Principal Accounting Officer.
                Please provide the proper signatures in your next
                amendment.

    COMPANY
      RESPONSE:

    Our
      Acting Chief Financial Officer has signed Post-Effective Amendment No. 2 to
      the
      SB-2.

    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”

        2

    •
page
      F-10 third paragraph: “Our nuclear fuel process is dependent on the ability of
      suppliers of the mineral thorium, 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 elsewhere 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 costs of obtaining
      materials.

    The
      extent of your progress in negotiating these arrangements and elevating your
      competitive stature to the level suggested in the disclosure should be
      clear.

    COMPANY
      RESPONSE:

    We
      have expanded our disclosure in accordance with the Staff’s comments. We have
      indicated throughout the new disclosure that the assertions are based upon
      our
      belief and understanding of the industry in which we operate. More
      specifically:

          (1)

            We
              have revised the section located on page 5 of the 10-KSB to clarify
              that
              we do not intend to directly compete with the entities identified,
              which
              are the four primary entities that account for the fabrication of a
              majority of the world’s nuclear fuel, in terms of fabrication of nuclear
              fuels. We plan to partner with one or more of these entities and license
              our nuclear fuel designs so that the entities may fabricate and sell
              our
              thorium-based nuclear fuel designs. At the same time, however, these
              same
              entities may be competitors if that they design and fabricate their
              own
              uranium-based nuclear fuel designs for use in the same reactors for
              which
              our thorium-based fuel designs would be
              used.

          (2)

            We
              have revised the section located on page 6 of the 10-KSB to explain
              our
              basis for believing that the fabrication of thorium/reactor grade
              plutonium disposing fuel will be less expensive than MOX conventional
              uranium fuel.

          (3)

            We
              have removed the third paragraph on page F-10 of the financial statements
              contained in the 10-KSB. It is unnecessary for this statement to be
              included in the financial statements. Instead we have moved this
              discussion to the section “Sources and Availability of Raw Materials” on
              page 8 of the 10-KSB, and revised it to clearly explain the contracting
              process for obtaining materials for the fabrication of nuclear
              fuels.

    Financial
      Statements

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

            5.

              We
                note that language in the report issued by your current 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
                financial statements covering the period from January 8, 1992 (date
                of
                inception) to December 31, 2001 as those statements were audited
                by other
                auditors.

        3

              If your current auditors are
                to make
                reference to the report of the other auditors, to indicate a division
                of
                responsibility, they would opine on your financial statements for
                the
                entire period, from January 8, 1992 (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 financial statements audited by the
                other
                auditor, following the guidance in AU Sections 543.06 through
                543.09.

    COMPANY
      RESPONSE:

    The
      current auditors will revise their audit report to only include the periods
      ending December 31, 2006 and 2005. All columns in the financial statements,
      showing cumulative amounts from January 8, 1992 (Inception) from December 31,
      2006, including the periods January 8, 1992 (Inception) from December 31, 2004
      shown in the restated statement of stockholders deficiency will be marked
      unaudited.

            6.

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

    If
      you
      include the audit report of your prior 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 obtain 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.

    COMPANY
      RESPONSE:

    As
      discussed with the Staff, due to the fact that the prior periods audited by
      the
      prior auditor, were for periods dating back to 2001, it is now difficult to
      obtain this consent. It has been mentioned to us by the Staff that instead
      of
      obtaining this consent from the prior auditor, the company is granted permission
      and will now designate all cumulative amounts shown from January 8, 1992
      (Inception) from December 31, 2006 as unaudited in the restated financial
      statements.

    Consolidated
      Statements of Cash Flows page F-S

            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 recorded
                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
                (e.g. transaction dates, number of shares, proceeds, and the amounts
                and
                form of consideration representing share issuance
                costs).

        4

    COMPANY
      RESPONSE:

    We
      have reviewed the Staff’s comment and have found that, in error, we had
      classified the costs incurred to issue stock in the reverse merger as an
      operating activity in the statement of cash flows, instead as reporting the
      $441,553 as a separate line item, “disbursements - share issue costs” reported
      as a financing activity in accordance with FAS#95, Paragraph 19(a). We have
      reclassified that $441,553 use of funds from operating activities section of
      the
      cash flows and reported that amount in the financing activities section of
      the
      cash flows. This changed the total cash that was reported as cash used in
      operating activities for the year ended December 31, 2006 from $3,746,188 to
      $3,304,635 and effected a corresponding decrease in the cash reported as
      provided by financing activities from $14,691,305 to 14,249,752. Changes were
      made to the cumulative column in the statement of Cash Flows as well for these
      sections of the cash flows as well.

    The
      cash received in the reverse merger was $12,742,408, which is in excess of
      the
      cash paid for the stock issue costs in the reverse merger recapitalization
      of
      $441,553. The $441,553 stock issue costs represented legal fees from two law
      firms that were engaged to prepare the S-4 registration statements and the
      SB-2
      registration statements, both registration statements filed in connection with
      the reverse merger of Thorium Power Ltd. and Thorium Power Inc. that occurred
      on
      October 6, 2006. The transaction dates, number of shares and proceeds were
      reported to the SEC in those respective Registration Statements relating to
      the
      merger.

    Consolidated
      Statements of Chan in Stockholders’ Deficiency pa F-6

          8.

            Please
              revise your statements to show the 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 ratio of shares
              issued by the legal acquirer in the reverse merger over shares of the
              accounting acquirer that were outstanding immediately prior to the
              exchange, similar to a stock split

    This
      should render the duplicative common share columns that you include unnecessary.
      After recasting, all share activity immediately 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 received 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.

        5

    You
      may
      refer to the guidance in Section 1.F of Division of Corporation
      Finance:

    Frequently
      Requested Accounting and Financial Reporting Interpretations and Guidance,
      located on our website at the following address.

    http://www.sec.
      tzov/divisi.ons/corDfin/szuidance/cfactfap.htm#P1 62 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.

    COMPANY
      RESPONS

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

CORRESP
2
filename2.htm

      Unassociated Document

      THORIUM
        POWER, LTD.

      (formerly,
        Novastar Resources Ltd.)

    8300
      Greensboro Drive, Suite 800

    McLean,
      VA 22102

    (800)
      685-8082

    October
      6, 2006

    Carmen
      Mondada-Terry

    Division
      of Corporation Finance

    U.S.
      Securities and Exchange Commission

    100
      F
      Street, NE

    Washington,
      DC 20549-7010

              Re:

              Novastar
                Resources Ltd.
                Amendment
                  No. 5 to the Registration Statement on Form SB-2

                Filed
                  October 4, 2006, File No.
                  333-135437

    Dear
      Ms.
      Mondada-Terry:

    Pursuant
      to Rule 461 under the Securities Act of 1933, as amended, Novastar Resources
      Ltd. (the “Company”) hereby respectfully requests that the Securities and
      Exchange Commission accelerate the effectiveness of the above-referenced
      Registration Statement and declare such Registration Statement effective at
      4:30
      p.m. (Eastern Time) on Friday, October 6, 2006, or as soon thereafter as
      practicable.

    We
      acknowledge that a declaration by the Securities and Exchange Commission or
      the
      staff, acting pursuant to delegated authority, that the filing is effective
      does
      not foreclose the Commission from taking any action with respect to the filing.
      We further acknowledge that such a declaration of effectiveness does not relieve
      the Company from our full responsibility for the adequacy and accuracy of the
      disclosure in the filing. We understand that we may not assert staff comments
      to
      the registration statement or the declaration of effectiveness by the Commission
      as a defense in any proceeding initiated by the Commission or any person under
      the federal securities laws of the United States.

    In
      making
      this request for acceleration, we are aware of our respective responsibilities
      under the Securities Act of 1933 and the Securities Exchange Act of 1934 as
      they
      relate to the proposed public offering of the securities specified in the above
      registration statement. We have reviewed Rules 460 and 461 under the Securities
      Act regarding requesting acceleration of a registration statement, and we
      believe we are in compliance with those Rules.

    We
      believe that our prospectus complies with the plain English principles set
      forth
      in the revisions to Rule 421 of Regulation C. Additionally, the Company and
      the
      management, who are responsible for the accuracy and adequacy of the disclosure
      in the registration statement, are certain that they have provided all
      information investors require for an informed decision with respect to the
      registered securities.

              Very
                truly yours,

              THORIUM
                POWER, LTD.

              By:
                /s/
                Seth
                Grae

              Seth
                Grae

              Chief
                Executive Officer

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

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

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

         DIVISION OF
CORPORATION FINANCE
Mail Stop 7010

      July 17, 2006

Mr. Seth Grae
Novastar Resources Ltd.
8300 Greensboro Drive, Suite 800
McLean, VA 22102

      Re:	Novastar Resources Ltd.
		Amendment No. 1 to Registration Statement on Form SB-2
      Filed July 3, 2006
		File No.  333-137437

Dear Mr. Grae:

      We have limited our review of your filing to those issues we
have addressed in our comments.  Where indicated, we think you
should
revise your document in response to these comments.  If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, 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 review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We
look forward to working with you in these respects.  We welcome
any
questions you may have about our comments or on any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Selling Stockholders, page 54

1. Expand the Selling Stockholders table to include the natural
persons with power to vote or to dispose of the securities offered
for
resale by the entities that are listed as selling stockholders.
If
more than one holder is listed as beneficial owner for the same
securities, include explanatory text or footnotes.  See
Interpretation
4S of the Regulation S-K portion of the March 1999 supplement to
the
CF telephone interpretation manual.

2. Identify all selling stockholders who are registered broker-
dealers
or affiliates of registered broker-dealers.

* * * * *
Closing Comments

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment 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 information 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 event 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 pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
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 and 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 advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division
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 a confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate 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
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate 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 advance of the requested
effective date.

      Please contact Carmen Moncada-Terry at (202) 551-3687 or, in
her
absence, the undersigned, at (202) 551-3740 with other questions.

      					Sincerely,

      					H. Roger Schwall
      Assistant Director

      cc: 	VIA FACSIMILE
      	Louis A. Bevilacqua
      Thelen Reid & Priest LLP
      202.508.4321

Mr. Seth Grae
Novastar Resources Ltd.
July 17, 2006
Page 2

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

December 8, 2004

via U.S. mail and facsimile

Paul G. Carter
President and Chief Executive Officer
Custom Branded Networks, Inc.
821 E. 29th
North Vancouver, British Columbia
V7K 1B6 Canada

	Re:	Custom Branded Networks, Inc.
		Revised Preliminary Information Statement on Schedule
14A
		File No. 0-28543
		Filed November 29, 2004

Dear Mr. Carter:

	We have conducted a limited review of your Schedule 14A and
have
the following comments.  Where indicated, we think you should
revise
your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is
inapplicable
or a revision is unnecessary.  Please be as detailed as necessary
in
your explanation.  In some of our comments, we may ask you to
provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

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

Proposal I

1. We reissue comment # 5 from our previous comment letter.
Revise
to discuss management`s experience with other similar "resource
based" projects.  In particular, compare this experience with
management`s experience as turnkey private label internet
solutions
provider.  Additionally, indicate why you believe that you will be
able to locate a resource based project that has potential
commercial
viability.

Proposal II

2. Revise to indicate how the board chose the name "Novastar
Resources, Ltd."

Closing Comments

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide
us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      Direct any questions regarding this matter to Michael McCoy
at
(202) 942-1908 or, in his absence, to the undersigned, at (202)
942-
1870.  Please send all correspondence to us at the following ZIP
code:  20549-0405.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:	Michael McCoy

??

??

??

??

Custom Branded Networks, Inc.
December 8, 2004
Page 2

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>

<DOCUMENT>
<TYPE>LETTER
<SEQUENCE>1
<FILENAME>filename1.txt
<TEXT>

November 22, 2004

via U.S. mail and facsimile

Paul G. Carter
President and Chief Executive Officer
Custom Branded Networks, Inc.
821 E. 29th
North Vancouver, British Columbia
V7K 1B6 Canada

	Re:	Custom Branded Networks, Inc.
		Preliminary Information Statement on Schedule 14A
		File No. 0-28543
		Filed November 1, 2004

Dear Mr. Carter:

	We have conducted a limited review of your Schedule 14A and have
the following comments.  Where indicated, we think you should revise
your document in response to these comments.  If you disagree, we
will consider your explanation as to why our comment is inapplicable
or a revision is unnecessary.  Please be as detailed as necessary in
your explanation.  In some of our comments, we may ask you to provide
us with supplemental information so we may better understand your
disclosure.  After reviewing this information, we may or may not
raise additional comments.

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

Preliminary 14A

1. It is not clear whether you have, in fact, identified a "resource
based project with substantial proven reserves."  If you have,
provide all disclosure required information by Item 11 and 14 of
Schedule 14A.

2. Revise to clarify whether Custom Branded ever operated as turnkey
private label Internet solutions business.  The first sentence of the
proposal sates that the company "has been in the business providing"
Internet solutions.  However, the second paragraph states that the
business did not develop.  Please revise to clarify your operations
as a turnkey private label Internet business.

3. We note your disclosure that if the number of authorized shares is
increased you will have sufficient shares to complete the
transactions.  Revise to indicate whether the transaction can be
completed if Proposal I is not passed.  If the property may be
purchased without the increase, revise to explain how.

4. Revise to indicate how many shares are expected to be outstanding
after the purchase.

5. Please define what a "resource based" project is and your role in
the project.  Please also discuss management`s experience with other
similar "resource based" projects.  Given your apparent lack of
experience in resource based operations, address why you believe that
you will be able to locate a "resource based project with substantial
proven reserves."  (Emphasis added.)

6. Provide a basis for your claim that the project has substantial
proven reserves.  Within this response, define "substantial" and
"proven."

7. Address, and if possible quantify, the dilution the acquisition of
the "resource based project" will have on the total voting power on
existing shareholders.

8. We note your disclosure that an increase in the number of shares
authorized is warranted because it "may" result in building a core of
income-producing assets.  Revise to indicate any risks associated
with this acquisition and the reasons for doubting that this
acquisition will lead to revenue production.

9. Revise to clarify the number of preferred shares that are
currently authorized to be issued.

Proposal II

10. Please provide the actual changes to the Articles that
shareholders will be voting on.   The Articles number, old language
and new language should be disclosed.

11. Provide a more complete explanation as to how a new name will be
chosen and how long it is expected to take to determine the new name.

12. Revise to clarify whether shareholders will get an opportunity to
vote on the new name when the name is chosen.

Closing Comments

	As appropriate, please amend your filing and respond to these
comments within 10 business days or tell us when you will provide us
with a response.  You may wish to provide us with marked copies of
the amendment to expedite our review.  Please furnish a cover letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may
have additional comments after reviewing your amendment and responses
to our comments.

	 We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing reviewed by the staff to be
certain that they have provided all information investors require for
an informed 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.

In connection with responding to our comments, please file a written
statement on EDGAR acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action with
respect to the filing; and

* the company may not assert staff comments 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 advised that the Division of Enforcement has
access to all information you provide to the staff of the Division of
Corporation Finance in our review of your filing or in response to
our comments on your filing.

Direct any questions regarding this matter to Michael McCoy at (202)
942-1908 or, in his absence, to the undersigned, at (202) 942-1870.
Please send all correspondence to us at the following ZIP code:
20549-0405.

								Sincerely,

								H. Roger Schwall
								Assistant Director

cc:	Michael McCoy

Custom Branded Networks, Inc.
November 22, 2004
Page 1

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

       DIVISION OF
CORPORATION FINANCE

</TEXT>
</DOCUMENT>