UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d)
of
the
Securities Exchange Act of 1934
Date
of
Report (Date of Earliest event Reported): January 5, 2007 (January 1,
2007)
THORIUM
POWER, LTD.
(Exact
name of small business issuer as specified in its charter)
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Nevada
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000-28535
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91-1975651
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(State
or other jurisdiction of
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(Commission
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(I.R.S.
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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8300
Greensboro Drive, Suite 800, McLean, VA 22102
(Address
of Principal Executive Offices)
800-685-8082
(Registrant’s
Telephone Number, Including Area Code)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see
General
Instruction A.2. below):
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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ITEM
1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT
On
January 1, 2007, Thorium Power, Ltd. (the “Company”) entered into a consulting
agreement with SEC Audit Prep Inc. (the “Consultant”) (the “Consulting
Agreement”) pursuant to which Larry Goldman, the controlling stockholder of
the Consultant and its only U.S. based employee, will be the Acting Chief
Financial Officer and Treasurer of the Company until a permanent Chief Financial
Officer is appointed, and thereafter, Mr. Goldman will provide financial
consulting services and internal audit services to the Company, and will perform
SOX 404 compliance, SEC compliance, audit preparation for external auditors
and
such other similar tasks as Company may request. Under the terms of the
Consulting Agreement, the Company agreed to pay to the Consultant a monthly
fee
of $16,000, as consideration for his services. In addition, the Company agreed
to grant to the Consultant a non-qualified ten-year option for the purchase
of
150,000 shares of the common stock of the Company (the “Options”) at an exercise
price of $0.30 per share. The initial term of Consulting Agreement will be
two
years but will be automatically extended for additional one-year periods unless
terminated by either party in accordance with its terms. The Company may
terminate the Consultant at its option, for any reason or no reason but must
provide the Consultant with 270 days’ written notice before such
termination
The
Options were granted on January 1, 2007, pursuant to a stock option agreement
(the “Option Agreement”) entered into between the Company and the Consultant.
The Options will vest in equal monthly installments over a three year period,
commencing on January 1, 2007, with accelerated vesting upon a Change of Control
or termination of the Consultant by the Company without Cause (both terms as
defined in the Option Agreement).
This
brief description of the terms of the Consulting Agreement and the Option
Agreement is qualified by reference to the provisions of those agreements,
attached to this report as Exhibits 10.1 and 10.2, respectively.
On
January 5, 2007, the Company entered into a Termination and Release Agreement
with Thomas Graham, Jr., a director of the Company, whereby the parties agreed
to terminate that certain stock option agreement, dated June 14, 2001, between
Thorium Power Inc., now a subsidiary of the Company, and Mr. Graham, by which
Mr. Graham was granted the option to purchase 100,000 shares of common stock
in
Thorium Power Inc. (the “2001 Graham Option”). Following the acquisition of
Thorium Power Inc. by the Company, the 2001 Graham Option was converted into
an
option to purchase 2,562,780 shares of common stock of the Company.
This
brief description of the terms of the Termination and Release Agreement is
qualified by reference to the provisions of the agreement, attached to this
report as Exhibit 10.3.
As
consideration for entering into the above described termination and release
agreement, the Company granted Mr. Graham 467,242 stock options under the
Company’s 2006 Stock Plan by entering into a stock option agreement, dated
January 5, 2007(the “2007 Graham Option”). The 2007 Graham Option vested upon
the date of grant and expire on December 15, 2008. The shares underlying the
2007 Graham Option have an exercise price of $0.30.
This
brief description of the terms of the 2007 Graham Option is qualified by
reference to the provisions of the agreements, attached to this report as
Exhibit 10.4.
ITEM
1.02. TERMINATION
OF MATERIAL DEFINITIVE AGREEMENT
Upon
entering into the consulting agreement described above under Item 1.01, the
Company terminated its existing consulting agreement with Mr. Goldman and SEC
Audit Prep, Inc., dated June 13, 2006.
ITEM
3.02. UNREGISTERED
SALES OF EQUITY SECURITIES
On
January 5, 2007, the Company issued to Seth Grae, its President and Chief
Executive Officer, 3,000,000 shares of its common stock as partial consideration
for his services during the past year. Additionally, on January 5, 2007, the
Company issued to Andrey Mushakov, its Executive Vice President - International
Nuclear Operations, 1,000,000 shares of its common stock as partial
consideration for his services during the past year.
ITEM
5.02. APPOINTMENT
OF PRINCIPAL OFFICERS
Appointments
of Directors.
On
June
13, 2006, 2006, the Board of Directors of the Company appointed Larry Goldman
as
Acting Chief Executive Officer and Treasurer. Mr. Goldman will remain in such
position under the terms of his new consulting agreement which is described
in
Item 1.01 above.
Biographical
Information
Mr.
Goldman became the Treasurer and Acting Chief Financial Officer of the Company
on June 13, 2006.
Mr.
Goldman is a certified public accountant with over 20 years of auditing,
consulting and technical experience as a partner in a mid-size New York City
based accounting firm, working with a wide variety of companies, assisting
them
in streamlining their operations and increasing profitability. Prior to joining
Novastar, Mr. Goldman worked as the Chief Financial Officer, Treasurer and
Vice
President of Finance of WinWin Gaming, Inc. (OTCBB: WNWN),
a
multi-media developer and publisher of sports, lottery and other
games.
Prior
to
joining WinWin, in
October 2004, Mr. Goldman was a partner at Livingston Wachtell & Co., LLP
and had been with that firm for the past 19 years.
Mr. Goldman is also an independent director and audit committee chairman of
Winner Medical Group Inc. (OTCBB: WMDG.OB), a China based manufacturer of
medical disposable products and surgical dressings. Mr. Goldman has extensive
experience in both auditing and consulting with public companies, and has
experience providing accounting and consulting services to the Asian
marketplace, having audited several Chinese public companies.
ITEM
9.01. FINANCIAL
STATEMENTS AND EXHIBITS.
(c) Exhibits
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No. |
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Description |
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10.1
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Consulting
Agreement dated January 1, 2007 between Thorium Power, Ltd and SEC
Audit
Prep Inc.
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10.2
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Stock
Option Agreement dated January 1, 2007 between Thorium Power, Ltd.
and SEC
Audit Prep Inc.
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10.3
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Termination
and Release Agreement dated January 5, 2007 between Thorium Power,
Ltd.
and Thomas Graham, Jr.
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10.4
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Stock
Option Agreement dated January 5, 2007 between Thorium Power, Ltd.
and
Thomas Graham, Jr.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the
undersigned,
in the
City of Reno, Nevada on January 5, 2007.
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THORIUM
POWER, LTD. |
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By: |
/s/
Seth
Grae |
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Seth
Grae
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President
and
Chief Executive Officer |
EXHIBIT
INDEX
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10.1
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Consulting
Agreement dated January 1, 2007 between Thorium Power, Ltd and SEC
Audit
Prep Inc.
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10.2
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Stock
Option Agreement dated January 1, 2007 between Thorium Power, Ltd.
and SEC
Audit Prep Inc.
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10.3
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Termination
and Release Agreement dated January 5, 2007 between Thorium Power,
Ltd.
and Thomas Graham, Jr.
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10.4
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Stock
Option Agreement dated January 5, 2007 between Thorium Power, Ltd.
and
Thomas Graham, Jr.
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