U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





**FORM
      10-QSB/A**


**Amendment
      No. 1**





(Mark
      One)


xQUARTERLY
      REPORT
      PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934


For
      the
      quarterly period ended: March
      31, 2007





oTRANSITION
      REPORT PURSUANT TO SECTION 13
      OR 15(d) OF THE SECURITIES


EXCHANGE
      ACT OF 1934


For
      the
      transitional period from __________________ to __________________





**Commission
      File No. 000-28543**





**THORIUM
      POWER, LTD.**


----------------------------------------------------


(Name
      of
      Small Business Issuer in Its Charter)





NEVADA
            
            91-1975651(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                EmployerIdentification
              No.)





8300
                Greensboro Drive, Suite 800
              McLean,
                Virginia 22102
            
            703.918.4904(Address
                of Principal Executive
              Office)
            
            (Issuer
                Telephone No. Including
              Area
                Code)





Check
      whether the issuer (1) filed all reports required to be filed by Section 13
      or
      15(d) of the Exchange Act during the past 12 months (or for such shorter period
      that the registrant was required to file such reports), and (2) has been subject
      to such filing requirements for the past 90 days: Yes x No
o.





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act): Yes oNo
x





The
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of May 4, 2007 are as follows:





Class
                of Securities
              Common
                Stock, $0.001 par value
            
            Shares
                Outstanding
              297,692,991





Transitional
      Small Business Disclosure Format (check one): Yes o  No
x










**EXPLANATORY
      NOTE**





Thorium
      Power, Ltd. (the “Company”) is filing this Amendment No. 1 on Form 10-QSB/A
      solely to include the information required by ITEM 3A(T). CONTROLS AND
      PROCEDURES, which was inadvertently omitted from the Company’s Quarterly Report
      on Form 10-QSB for the period ended March 31, 2007, as filed with the U.S.
      Securities and Exchange Commission on May 10, 2007 (the “Original Filing”).





No
      other
      information in the Original Filing is modified. This Form 10-QSB/A continues
      to
      describe conditions as of the date of the Original Filing, and accordingly,
      the
      Company has not updated the disclosures contained herein to reflect events
      that
      occurred after the Original Filing.





**ITEM
      3A(T).****CONTROLS
      AND PROCEDURES.**





*Evaluation
      of Disclosure Controls and Procedures.* We
      maintain a system of disclosure controls and procedures. The term “disclosure
      controls and procedures,” as defined by regulations of the SEC, means controls
      and other procedures that are designed to ensure that information required
      to be
      disclosed in the reports that we file or submit to the SEC under the Exchange
      Act, is recorded, processed, summarized and reported, within the time periods
      specified in the SEC’s rules, regulations and forms. Disclosure controls and
      procedures include, without limitation, controls and procedures designed to
      ensure that information required to be disclosed by us in the reports that
      we
      file or submit to the SEC under the Exchange Act is accumulated and communicated
      to our management, including our principal executive officer and our principal
      financial officer, or persons performing similar functions, as appropriate
      to
      allow timely decisions to be made regarding required disclosure. Each of Seth
      Grae, our President and Chief Executive Officer, and Larry Goldman, our Chief
      Financial Officer, has evaluated the design and operating effectiveness of
      our
      disclosure controls and procedures as of March 31, 2007. Based upon their
      evaluation, these executive officers have concluded that our disclosure controls
      and procedures are effective as of March 31, 2007, and were effective during
      the
      entire quarter ended March 31, 2007.





*Internal
      Control Over Financial Reporting.* We also
      maintain internal control over financial reporting. The term “internal control
      over financial reporting,” as defined by regulations of the SEC, means a process
      designed by, or under the supervision of, our principal executive and principal
      financial officers, or persons performing similar functions, and effected by
      the
      our board of directors, management and other personnel, to provide reasonable
      assurance regarding the reliability of financial reporting and the preparation
      of financial statements for external purposes in accordance with generally
      accepted accounting procedures in the U.S. (“GAAP”), and includes those policies
      and procedures that:





·
            Pertain
                to the maintenance of records that in reasonable detail accurately
                and
                fairly reflect the transactions and dispositions of our
                assets;





·
            Provide
                reasonable assurance that transactions are recorded as necessary
                to permit
                preparation of financial statements in accordance with GAAP, and
                that our
                receipts and expenditures are being made only in accordance with
                authorizations of our management and directors; and





·
            Provide
                reasonable assurance regarding prevention or timely detection of
                unauthorized acquisition, use or disposition of our assets that could
                have
                a material effect on our consolidated financial
                statements.





*Changes
      in Internal Control Over Financial Reporting.* There
      has been no change to our internal control over financial reporting during
      the
      quarter ended March 31, 2007 that has materially affected, or is reasonably
      likely to materially affect, our internal control over financial reporting.




2


**PART
      II**





**ITEM
      6.**  **EXHIBITS**





The
      following exhibits are filed with this report, except those indicated as having
      previously been filed with the SEC and are incorporated by reference to another
      report, registration statement or form. As to any shareholder of record
      requesting a copy of this report, we will furnish any exhibit indicated in
      the
      list below as filed with this report upon payment to us of our expenses in
      furnishing the information.





***Exhibit***
              ***Number***
            
            ***Description***3.1
            
            Articles
                of Incorporation (incorporated by reference from the Company’s
                Registration Statement on Form 10-SB filed on December 17,
                1999).3.2
            
            By-laws
                (incorporated by reference from the Company’s Current Report on Form 8-K
                filed on September 18, 2006).4.1
            
            2005
                Compensation Plan for Outside Consultants of Custom Brand Networks,
                Inc.
                dated March 1, 2005 (incorporated by reference from the Company’s
                Registration Statement on Form S-8 filed on March 10,
                2005).4.2
            
            2005
                Augmented Compensation Plan for Outside Consultants of the Company
                dated
                August 15, 2005 (incorporated by reference from the Company’s Registration
                Statement on Form S-8 filed on August 19, 2005).4.3
            
            2006
                Stock Plan (incorporated by reference to Exhibit 10.1 of the current
                report of the Company on Form 8-K filed February 21,
                2006)10.1
            
            Employment
                Agreement, dated February 1, 2007, between the Company and Erik Hallstrom
                (incorporated by reference to Exhibit 10.1 of the current report
                of the
                Company on Form 8-K filed February 1, 2007).31.1*
            
            Rule
                13a-14(a)/15d-14(a) Certification - Principal Executive
                Officer31.2*
            
            Rule
                13a-14(a)/15d-14(a) Certification - Principal Accounting
                Officer32*
            
            Section
                1350 Certifications


______________


*Filed
      Herewith




3


**SIGNATURES**





In
      accordance with section 13 or 15(d) of the Securities Exchange Act of 1934,
      the
      Registrant caused this Report on Form 10-QSB/A to be signed on its behalf by
      the
      undersigned, thereto duly authorized individual.





Date:
      September 11, 2007





THORIUM
                 POWER, LTD.By:
            /s/
                Seth GraeSeth
              GraeChief
              Executive Officer,President
              and Director




4




**EXHIBIT
      INDEX**





***Exhibit***
              ***Number***
            
            ***Description***3.1
            
            Articles
                of Incorporation (incorporated by reference from the Company’s
                Registration Statement on Form 10-SB filed on December 17,
                1999).3.2
            
            By-laws
                (incorporated by reference from the Company’s Current Report on Form 8-K
                filed on September 18, 2006).4.1
            
            2005
                Compensation Plan for Outside Consultants of Custom Brand Networks,
                Inc.
                dated March 1, 2005 (incorporated by reference from the Company’s
                Registration Statement on Form S-8 filed on March 10,
                2005).4.2
            
            2005
                Augmented Compensation Plan for Outside Consultants of the Company
                dated
                August 15, 2005 (incorporated by reference from the Company’s Registration
                Statement on Form S-8 filed on August 19, 2005).4.3
            
            2006
                Stock Plan (incorporated by reference to Exhibit 10.1 of the current
                report of the Company on Form 8-K filed February 21,
                2006)10.1
            
            Employment
                Agreement, dated February 1, 2007, between the Company and Erik Hallstrom
                (incorporated by reference to Exhibit 10.1 of the current report
                of the
                Company on Form 8-K filed February 1, 2007).31.1*
            
            Rule
                13a-14(a)/15d-14(a) Certification - Principal Executive
                Officer31.2*
            
            Rule
                13a-14(a)/15d-14(a) Certification - Principal Accounting
                Officer32*
            
            Section
                1350 Certifications


______________


*Filed
      Herewith




5