*Table
        of Contents*







**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**





**FORM
      10-K/A**


**Amendm** **ent
      No. 1**





x
            **ANNUAL
                REPORT PURSUANT TO SECTION 13 OR 15(d****)
                OF THE SECURITIES EXCHANGE ACT OF 1934**


For
      the
      fiscal year ended: December 31, 2007





**OR**





o
            **TRANSITION
                REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE
                ACT OF
                1934**


For
      the
      transition period from __________ to ____________





Commission
      File Number: 000-28543




**THORIUM
      POWER, LTD.**


**(Exact
      name of registrant as specified in its charter)**




**Nevada**
            **91-1975651**(State
                or other jurisdiction of incorporation or organization)
            (I.R.S.
                Employer Identification Number)8300
                Greensboro Drive, Suite 800
              McLean,
                Virginia 22102(Address
                of principal executive office and zip code)(703)
                918.4904(Registrant’s
                telephone number, including area code)Securities
                registered pursuant to Section 12(b) of the Act:**None**
              
              Securities
                registered pursuant to Section 12(g) of the Act:******Common
                Stock, par value $.001**


Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act. Yes o  No
x




Indicate
      by check mark if the registrant is not required to file reports pursuant to
      Section 13 or Section 15(d) of the Act. Yes o  No
x




Indicate
      by check mark whether the registrant (1) has 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 (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 if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S-K is not contained herein, and will not be contained, to the
      best of registrant’s knowledge, in definitive proxy or information statements
      incorporated by reference in Part III of this Form 10-K or any
      amendment to this Form 10-K. x




Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “large
      accelerated filer,” “accelerated filer,” and “smaller reporting company” in
      Rule 12b-2 of the Exchange Act. (Check one):




Large
                accelerated filer o
            Accelerated
                filer o
            Non-accelerated
                filer o
            Smaller
                reporting company x


Indicate
      by check mark whether the registrant is a shell company (as defined in
      Rule 12b-2 of the Act).




Yes
o  No
x




As
      of
      June 30, 2007, the aggregate market value of the shares of the Registrant’s
      common stock held by non-affiliates (based upon the closing price of such shares
      as reported on the Over-the-Counter Bulletin Board) was approximately $30.6
      million. Shares of the Registrant’s common stock held by each executive officer
      and director have been excluded in that such persons may be deemed to be
      affiliates of the Registrant. This determination of affiliate status is not
      necessarily a conclusive determination for other purposes.




As
      of
      April 24, 2008, there were 299,334,532 shares of the Registrant’s common stock
      outstanding.












*Table
        of Contents*




**TABLE
      OF CONTENTS**


**Page****PART
                  III****Item 10.**
              
              **Directors,
                Executive Officers and Corporate
                Governance**
              1**Item 11.**
              
              **Executive
                  Compensation**
              7**Item 12.**
              
              **Security
                  Ownership of Certain Beneficial Owners and
                  Management and Related Stockholder Matters**
              10**Item 13.**
              
              **Certain
                  Relationships and Related Transactions, and
                  Director Independence**
              11**Item 14.**
              
              **Principal
                  Accountant Fees and
                  Services**
              12**Item 15.**
              
              **Exhibits**
              13Exhibit
                  31.1Exhibit
                  31.2Exhibit
                    32




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**EXPLANATORY
      NOTE**





This
      Amendment No. 1 on Form 10-K/A amends the Thorium Power, Ltd. (the
“Company”) Annual Report on Form 10-K for the fiscal year December 31, 2007
      (“Annual Report”) previously filed with the Securities and Exchange Commission
      on March 27, 2008. This amendment is being filed solely to include the Part III
      Items
      that were to have been incorporated by reference to the Company’s Definitive
      Proxy Statement on Schedule 14A with respect to its Annual Meeting of
      Shareholders. Since the Proxy Statement will not be filed by April 30, 2008,
      the
      Company is unable to incorporate such information into the Annual Report, and
      accordingly, is hereby amending the Annual Report to include such Part III
      information.




**PART
      III**





**Item
              10.**
            **Directors,
                Executive Officers and Corporate
                Governance.**





Set
      forth
      below are the names of our current directors, officers and significant
      employees, their ages, all positions and offices that they hold with us, the
      period during which they have served as such, and their business experience
      during at least the last five years.





**SETH
      GRAE.** Mr.
      Grae, age 44, was named the Chief Executive Officer and President of the Company
      on March 17, 2006, and effective April 2, 2006, became a director of the
      Company.




Mr.
      Grae
      was the President, the Chief Executive Officer and a director of Thorium Inc.
      prior to the merger with the Company. Mr. Grae has played an active role in
      all
      business activities of Thorium Inc. since its inception in 1992. Mr. Grae led
      the efforts that resulted in Thorium Inc.’s project at the Kurchatov Institute
      becoming one of the first grant recipients from the United States Department
      of
      Energy (“DOE”) for nuclear non-proliferation-related work in Russia. He is a
      member of the board of directors of the Bulletin of the Atomic Scientists and
      has served as co-chair of the AmErikan Bar Association’s Committee on Arms
      Control and Disarmament. As a former member of the board of directors of the
      Lawyers Alliance for World Security, Mr. Grae helped advise on the drafting
      of
      nuclear export control regulations in China and Belarus, and he participated
      in
      consultations with the government of India on nuclear power and weapons. On
      a
      pro bono basis, he represented refuseniks, who were nuclear scientists, in
      securing exit visas from the Soviet Union. Mr. Grae obtained his B.A. from
      Brandeis University cum laude, J.D. from AmErikan University, LL.M. in
      International Law with honors from Georgetown University and M.B.A. from
      Georgetown University. He has been admitted to the bars of New York,
      Connecticut, and Florida (all now inactive).




**THOMAS
      GRAHAM, JR.** Ambassador
      Graham, age 74, became a director of the Company on April 2, 2006, and chairman
      of the board of directors on April 4, 2006.




Ambassador
      Graham is one of the world’s leading experts in nuclear non-proliferation. He is
      Chairman of the Board of the Cypress Fund for Peace and Security. Ambassador
      Graham has served as a senior U.S. diplomat involved in the negotiation of
      every
      major international arms control and non-proliferation agreement for the past
      35
      years, including the Strategic Arms Limitations Talks (SALT), Strategic Arms
      Reduction Talks (START Treaties), Anti-Ballistic Missile (ABM) Treaty,
      Intermediate Nuclear Forces (INF) Treaty, Nuclear Non-Proliferation Treaty
      (NPT), Conventional Armed Forces in Europe (CFE) Treaty and Comprehensive Test
      Ban Treaty (CTBT). In 1993, Ambassador Graham served as the Acting Director
      of
      the U.S. Arms Control and Disarmament Agency (ACDA), and for seven months in
      1994 served as the Acting Deputy Director. From 1994 through 1997, he served
      as
      the Special Representative of the President of the United States for Arms
      Control, Non-Proliferation and Disarmament, and in this capacity successfully
      led U.S. government efforts to achieve the permanent extension of the NPT.
      He
      also served for 15 years as the general counsel of ACDA. Ambassador Graham
      worked on the negotiation of the Chemical Weapon Convention and the Biological
      Weapons Convention. He drafted the implementing legislation for the Biological
      Weapons Convention and managed the Senate approval of the ratification of the
      Geneva Protocol banning the use in war of chemical and biological weapons.
      He is
      also Chairman of the Board of Mexco Energy Corporation, an oil and gas
      exploration company listed on the AmErikan Stock Exchange (stock ticker symbol
      MXC). Ambassador Graham received an A.B. in 1955 from Princeton and a J.D.
      in
      1961 from Harvard University. He is a member of the Kentucky, the District
      of
      Columbia and the New York Bars and is a member of the Council on Foreign
      Relations. He chaired the Committee on Arms Control and Disarmament of the
      AmErikan Bar Association from 1986-1994. Ambassador Graham received the Trainor
      Award for Distinction in Diplomacy from Georgetown University in
      1995.


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**VICTOR
      E. ALESSI** .
      Dr.
      Alessi, age 67, became a director of the Company on August 23, 2006.




Dr.
      Victor E. Alessi is President Emeritus of the United States Industry Coalition
      (“USIC”), an organization dedicated to facilitating the commercialization of
      technologies of the New Independent States (“NIS”) of the former Soviet Union
      through cooperation with its members. He has held such position since August
      1,
      2006; prior to becoming President Emeritus, Dr. Alessi held the positions of
      CEO
      and President of USIC since 1999. Previously, he was President of DynMeridian,
      a
      subsidiary of DynCorp, specializing in arms control, nonproliferation, and
      international security affairs. Before joining DynMeridian in early 1996, Dr.
      Alessi was the Executive Assistant to the Director, U.S. Arms Control and
      Disarmament Agency (“ACDA”). At ACDA he resolved inter-bureau disputes, and
      advised the Director on all arms control and nonproliferation issues. Dr. Alessi
      served as Director of the Office of Arms Control and Nonproliferation in the
      Department of Energy (“DOE”) prior to his work at ACDA, overseeing all DOE arms
      control and nonproliferation activities. As a senior DOE representative, Dr.
      Alessi participated in U.S. efforts that led to successful conclusion of the
      Intermediate Nuclear Forces (INF), Conventional Forces in Europe, Threshold
      Test
      Ban, Peaceful Nuclear Explosions, Open Skies, Strategic Arms Reductions Talks
      Treaties and the Chemical Weapons Convention. In this role, he was instrumental
      in implementing the U.S. unilateral nuclear initiative in 1991 and was a member
      of the U.S. delegation discussing nuclear disarmament with Russia and other
      states of the former Soviet Union. He was in charge of DOE’s support to the U.N.
      Special Commission on Iraq, to the Nunn-Lugar Initiative, and represented DOE
      in
      discussions on the Comprehensive Test Ban (“CTB”) with the other nuclear weapons
      states before the CTB negotiations began in Geneva in 1994. Dr. Alessi has
      been
      the U.S. board member to the International Science and Technology Center in
      Moscow since its founding. He is also the U.S. board member to the Science
      and
      Technology Center in Ukraine. Dr. Alessi is a 1963 graduate of Fordham
      University, where he also earned a licentiate in Philosophy (Ph.L.) in 1964.
      He
      studied nuclear physics at Georgetown University, receiving his M.S. in 1968
      and
      Ph.D. in 1969.





**JACK
      D. LADD.** Mr.
      Ladd, age 58, became a director of the Company on October 23, 2006.





Mr..
      Ladd
      is the Director of the John Ben Shepperd Leadership Institute of the University
      of Texas, Permian Basin. He has held this position since September 2004. Prior
      to that time, Mr. Ladd was a practicing attorney with the law firm of Stubbeman,
      McRae, Sealy, Laughlin & Browder, Inc., in Midland, Texas for 28 years. Mr.
      Ladd is currently the Chairman of the Texas State Securities Board. Mr. Ladd
      has
      almost three decades of experience in public affairs, law, governance, and
      public service. As a practicing attorney, he has served on numerous civic,
      educational, religious and governmental boards and committees. He holds the
      Doctor of Jurisprudence degree from The University of Texas in Austin and a
      B.A.
      from the University of Texas in Austin.





**DANIEL
      B. MAGRAW, JR.** Mr.
      Magraw, age 61 ,
      became
      a director of the Company on October 23, 2006.





Mr.
      Magraw is a leading expert on international environmental law and policy. Mr.
      Magraw is President and CEO of the Center for International Environmental Law
      (CIEL). He has held this position since 2001. From 1992-2001, he was Director
      of
      the International Environmental Law Office of the US Environmental Protection
      Agency. He is a member of the U.S. Department of State Study Group on
      International Business Transactions and was Chair of the 15,000-member Section
      of International Law and Practice of the AmErikan Bar Association. He practiced
      international law, constitutional law, and bankruptcy law at Covington &
Burling in Washington, DC from 1978-1983. Mr. Magraw is a widely-published
      author in the field of international environmental law. He is a graduate of
      Harvard University and the University of California, Berkeley Law School. Since
      1996, Mr. Magraw has been a member of the board of directors of Thorium Inc.,
      which is now a wholly-owned subsidiary of the Company.





**ERIK
      HÄLLSTRÖM** **.** Mr. Hällström ,
      age 39,
      became the Chief Operating Officer of the Company on February 1,
      2007.





Mr.
      Hallstrom is a native of Sweden. He served as a lieutenant in that nation’s
      military, and as diplomat at the Swedish Embassy in Moscow with a focus on
      energy, manufacturing and environmental issues. From 1994 - 2002, Mr. Hallstrom
      worked with the Boston Consulting Group in Europe and North AmErika, where
      he
      managed initiatives to create new high tech businesses and advised multinational
      companies on their strategic direction. Most recently, from 2003 - 2006, Mr.
      Hallstrom served as Senior Vice President of WorldSpace Satellite Radio, a
      provider of satellite-based radio to markets in Asia, Europe, the Middle East
      and Africa. He holds a Master’s degree in
      Engineering from the Royal Institute of Technology in Sweden, a Master’s degree
      in Economics and Business Administration from the Stockholm School of Economics
      and an MBA with distinction from INSEAD in France.


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**JAMES
      GUERRA.** Mr.
      Guerra, age 55, became the Chief Financial Officer and Treasurer of the Company
      on October 29, 2007.





A
      seasoned financial executive, Mr. Guerra’s experience encompasses domestic and
      international markets as well as a diverse range of industries including nuclear
      energy. Most recently, he served as Vice President of Finance and Chief
      Financial Officer of Exelon Business Services Company from 2002 to 2007. Exelon
      Business Services Company is the corporate services and operating company of
      Exelon, the largest producer of nuclear energy in the United States. From
      2000-2002, Mr. Guerra served as Vice President of Business Operations and
      Controller of Exelon Nuclear. Prior to joining Exelon, Mr. Guerra was Vice
      President of Finance and Treasurer and Controller of Grupo Dina, the Mexico
      City-based manufacturer of trucks and the largest producer of motor coaches
      and
      bus spare parts in North AmErika. Earlier in his career, Mr. Guerra served
      in
      senior financial management positions with AT&T, Citigroup, and Beatrice
      Companies. Mr. Guerra holds a B.A. in Economics from the University of Notre
      Dame, an M.M. in Accounting/Finance from the Kellogg School of Management of
      Northwestern University and is a licensed CPA in the State of
      Illinois




**ANDREY
      MUSHAKOV.** Mr.
      Mushakov, age 31, became the Executive Vice President - International Nuclear
      Operations of the Company on July 27, 2006.




Mr.
      Mushakov has served as Treasurer and Secretary of Thorium Power, Inc. since
      2003. He is the primary liaison between Thorium Power and the Russian nuclear
      institutes in Moscow. Mr. Mushakov has expertise in financial analysis,
      financial planning and budgeting, financial reporting and accounting,
      structuring business transactions, and government contract negotiations. In
      2004, Mr. Mushakov led successful negotiations with officials from the National
      Nuclear Security Administration and Oak Ridge National Laboratory (ORNL) that
      resulted in signing of a $3.5 million government contract between ORNL and
      Kurchatov Institute for work relating to the Thorium Power's nuclear fuel
      development effort in Russia. His prior experience includes finance-related
      work
      in the banking and construction sectors. Mr. Mushakov has the following degrees:
      PhD in Economics from St. Petersburg State University of Economics and Finance
      (Russia), MS in Management with excellence (MBA equivalent) from Hult
      International Business School (formerly the Arthur D. Little School of
      Management), where he was enrolled as a recipient of the Russian President's
      Scholarship, and BS in Banking and Finance with honors from the Finance Academy
      of Russia.





**Committees
      of the Board of Directors**




***Committees
      and Meetings***




Our
      Board
      currently has four standing committees which, pursuant to delegated authority,
      perform various duties on behalf of and report to the Board: (i) Audit
      Committee, (ii) Compensation Committee, (iii) Corporate Governance and
      Nominating Committee and (iv) Executive Committee. Each of the Audit Committee,
      Compensation Committee and Corporate Governance and Nominating Committee are
      comprised entirely of independent directors. From time to time, the Board may
      establish other committees.




Each
      of
      our four standing committees were formed on January 16, 2007. During the fiscal
      year ended December 31, 2007, each of our four committees met four times.




***Audit
      Committee***





Our
      audit
      committee consists of Messrs. Alessi, Ladd and Magraw, each of whom is
“independent” as that term is defined under the Nasdaq listing standards. The
      audit committee oversees our accounting and financial reporting processes and
      the audits of the financial statements of our company. Mr. Ladd serves as our
      audit committee financial expert as that term is defined by the applicable
      SEC
      rules. The audit committee is responsible for, among other things:




·
            selecting
                our independent auditors and pre-approving all auditing and non-auditing
                services permitted to be performed by our independent auditors;


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·
            reviewing
                with our independent auditors any audit problems or difficulties
                and
                management’s response;





·
            reviewing
                and approving all proposed related-party transactions, as defined
                in Item
                404 of Regulation S-B under the Securities Act of 1933, as amended;





·
            discussing
                the annual audited financial statements with management and our
                independent auditors;





·
            reviewing
                major issues as to the adequacy of our internal controls and any
                special
                audit steps adopted in light of significant internal control deficiencies;





·
            annually
                reviewing and reassessing the adequacy of our audit committee charter;





·
            such
                other matters that are specifically delegated to our audit committee
                by
                our board of directors from time to time;





·
            meeting
                separately and periodically with management and our internal and
                independent auditors; and





·
            reporting
                regularly to the full board of directors.





***Compensation
      Committee***





Our
      compensation committee consists of Messrs. Alessi, Ladd and Magraw, each of
      whom
“independent” as that term is defined under the Nasdaq listing standards. Our
      compensation committee assists the board in reviewing and approving the
      compensation structure of our directors and executive officers, including all
      forms of compensation to be provided to our directors and executive officers.
      Our chief executive officer may not be present at any committee meeting during
      which his compensation is deliberated. The compensation committee is responsible
      for, among other things:




·
            approving
                and overseeing the compensation package for our executive officers;





·
            reviewing
                and making recommendations to the board with respect to the compensation
                of our directors;





·
            reviewing
                and approving corporate goals and objectives relevant to the compensation
                of our chief executive officer, evaluating the performance of our
                chief
                executive officer in light of those goals and objectives, and setting
                the
                compensation level of our chief executive officer based on this
                evaluation; and





·
            reviewing
                periodically and making recommendations to the board regarding any
                long-term incentive compensation or equity plans, programs or similar
                arrangements, annual bonuses, employee pension and welfare benefit
                plans.





The
      Compensation Committee has sole authority to retain and terminate outside
      counsel, compensation consultants retained to assist the Compensation Committee
      in determining the compensation of the Chief Executive Officer or senior
      executive officers, or other experts or consultants, as it deems appropriate,
      including sole authority to approve the firms' fees and other retention terms. The
      Compensation Committee may also form and delegate authority to subcommittees
      and
      may delegate authority to one or more designated members of the Compensation
      Committee. The Compensation Committee may from time to time seek recommendations
      from the executive officers of the Company regarding matters under the purview
      of the Compensation Committee, though the authority to act on such
      recommendations rests solely with the Compensation Committee.





***Corporate
      Governance and Nominating Committee***





Our
      corporate governance and nominating committee consists of Messrs. Alessi, Ladd
      and Magraw, each of whom is “independent” as that term is defined under the
      Nasdaq listing standards. The corporate governance and nominating committee
      assists the board of directors in identifying individuals qualified to become
      our directors and in determining the composition of the board and its
      committees. The corporate governance and nominating committee is responsible
      for, among other things:




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·
            identifying
                and recommending to the board nominees for election or re-election
                to the
                board, or for appointment to fill any vacancy;




·
            reviewing
                annually with the board the current composition of the board in light
                of
                the characteristics of independence, age, skills, experience and
                availability of service to us;





·
            identifying
                and recommending to the board the directors to serve as members of
                the
                board’s committees; and





·
            monitoring
                compliance with our code of business conduct and ethics.





***Executive
      Committee***





Our
      Executive Committee consists of Messrs. Alessi, Grae and Graham. The Executive
      Committee of the Company exercises the power of the board of directors between
      regular meetings of the board of directors and when timing is critical. The
      Executive Committee also assists the Board in fulfilling its oversight
      responsibility with respect to management-level staff, outside services
      providers and third party vendors.





***Code
      of Business Conduct and Ethics***





We
      have
      adopted a code of business conduct and ethics relating to the conduct of our
      business by our employees, officers and directors. We intend to maintain the
      highest standards of ethical business practices and compliance with all laws
      and
      regulations applicable to our business, including those relating to doing
      business outside the United States.




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**Report
      of the Audit Committee**




The
      Audit
      Committee of the Board is comprised of three non-employee Directors, each of
      whom has been determined by the Board to be “independent” under the meaning of
      Rule 10A-3(b)(1) under the Exchange Act. The Board has determined, based upon
      an
      interview of Jack D. Ladd and a review of Mr. Ladd’s responses to a
      questionnaire designed to elicit information regarding his experience in
      accounting and financial matters, that Mr. Ladd shall be designated as an
“ audit
      committee financial expert” within the meaning of Item 401(e) of SEC Regulation
      S-B, as
      Mr.
      Ladd has past employment experience in finance or accounting, requisite
      professional certification in accounting, or any other comparable experience
      or
      background which results in his financial sophistication. The Audit Committee
      assists the Board’s oversight of the integrity of the Company’s financial
      reports, compliance with legal and regulatory requirements, the qualifications
      and independence of the Company’s independent registered public accounting firm,
      the audit process, and internal controls. The Audit Committee operates pursuant
      to a written charter adopted by the Board. The Audit Committee is responsible
      for overseeing the corporate accounting and financing reporting practices,
      recommending the selection of the Company’s registered public accounting firm,
      reviewing the extent of non-audit services to be performed by the auditors,
      and
      reviewing the disclosures made in the Company’s periodic financial reports. The
      Audit Committee also reviews and recommends to the Board that the audited
      financial statements be included in the Company’s Annual Report on Form
      10-K.




Following
      the end of the fiscal year ended December 31, 2007, the Audit Committee (1)
      reviewed and discussed the audited financial statements for the fiscal year
      ended December 31, 2007 with Company management; (2) discussed with the
      independent auditors the matters required to be discussed by SAS 61
      (Codification of Statements on Auditing Standards), as may be modified or
      supplemented; and (3) received the written disclosures and the letter from
      the
      independent accountants required by Independence Standards Board Standard No.
      1
      (Independence Standards Board Standard No. 1, Independence Discussions with
      Audit Committees), as may be modified or supplemented, and has discussed with
      the independent accountant its independence.




Based
      on
      the review and discussions referred to above, the Audit Committee had
      recommended to the Board of Directors that the audited financial statements
      be
      included in the Company’s Annual Report on Form 10-K for the fiscal year ended
      December 31, 2007 for filing with the SEC.






/s/
      The
      Audit Committee


*Jack
      D. Ladd, Victor E. Alessi and Daniel B. Magraw*






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**Section
      16(a) Beneficial Ownership Reporting Compliance**




Section
      16(a) of the Exchange Act, as amended, requires our executive officers,
      directors and persons who beneficially own more than 10% of our shares of common
      stock to file reports of their beneficial ownership and changes in ownership
      (Forms 3, 4 and 5, and any amendment thereto) with the SEC. Executive officers,
      directors, and greater-than-ten percent holders are required to furnish us
      with
      copies of all Section 16(a) forms they file.





Based
      solely upon a review of the Forms 3, 4, and 5 furnished to us for the fiscal
      year ended December 31, 2007, we have determined that our directors, officers,
      and greater than 10% beneficial owners, except as provided below, complied
      with
      all applicable Section 16 filing requirements.





Thomas
      Graham, Jr. and Larry Goldman were each late on one occasion in filing a
      transaction on Form 4.




**Item
              11.**
            **Executive
                Compensation**




The
      following table sets forth information concerning all cash and non-cash
      compensation awarded to, earned by or paid to the named executive officers
      during the 2006 and 2007 fiscal years.




**SUMMARY
      COMPENSATION TABLE**




Name
                and Principal Position
            Year
            Salary
              ($)
            Stock
                Awards
              ($)(1)
            Option
                Awards
              ($)(2)
            Total
              ($)Seth
                Grae
              CEO,
                President and Director
            2006
            254,762
            5,050,000
            1,319,240
            6,624,0022007
            275,000
            127,088
            1,670,845
            2,072,933Thomas
                Graham, Jr. - Chairman(3)
            2006
            91,722
            26,250
            186,567
            304,5392007
            160,000
            33,649
            207,944
            401,593Erik
                Hallstrom - Chief Operating Officer
            2007
            175,595
            137,254
            67,792
            380,641





(1)
            The
                fair market value of all stock options was calculated as of the date
                of
                grant using the Black-Scholes option pricing
                model.





(2)
            Thevaluation
                of stock based compensation is based in accordance with Statement
                of
                Financial Accounting Standards No. 123R (revised 2004), “Share-Based
                Payment”.





(3)
            Though
                his official title is Chairman of the Board of Directors, Mr. Graham
                is
                considered to be an executive officer of the
                Company.





Narrative
      disclosure to summary compensation table





On
      February 14, 2006, the Company entered into an employment agreement with Seth
      Grae, wherein the Company agreed to pay to Mr. Grae an annual salary of $275,000
      for performing the duties described in the employment agreement. In addition,
      the Company agreed to issue to Mr. Grae 5,000,000 shares of common stock; all
      5,000,000 shares of stock vested immediately on issuance. Mr. Grae’s employment
      officially commenced on March 17, 2006, the date that the Company obtained
      D&O liability insurance coverage, and terminates on the fifth anniversary of
      the date of the agreement.


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          7 -
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Also
      on
      February 14, 2006, the Company entered into an option agreement with Seth Grae,
      wherein the Company granted to Mr. Grae 7,200,000 non-qualified stock options,
      with a term of ten years at an exercise price of $0.795 per share. Mr. Grae’s
      option vested with respect 6/48 of the total number of shares on the six month
      anniversary of the option agreement, and the remaining shares vest in equal
      monthly installments of 1/48 the total number of shares until all shares
      underlying the Option have vested. Mr Grae’s option will immediately and
      automatically vest in full upon a Change of Control, the termination of Mr.
      Grae’s employment by the Company without Cause, or the termination of Mr. Grae’s
      employment by Mr. Grae for Good Reason. “Change of Control,” “Cause,” and “Good
      Reason” are each defined in that certain employment agreement between Mr. Grae
      and the Company, dated February 14, 2006.





In
      December 2006, the Board of Directors granted to Mr. Grae 3 million shares
      of
      the Company’s common stock as a year end 2006 bonus.





On
      December 5, 2007, the Compensation Committee of the Board of Directors granted
      to Mr. Grae 363,108 shares of the Company’s common stock as part of its annual
      equity compensation to employees. Additionally on December 5, 2007, the
      Compensation Committee granted to Mr. Grae two separate incentive stock options
      to purchase the Company’s common stock. The first option is a 10 year option to
      purchase 1,089,324 shares of the Company’s common stock, vesting in equal
      monthly instalments over a three year period with an exercise price of $0.35.
      The second option is an 8 year option to purchase 5,000,000 shares of the
      Company’s common stock, vesting in equal monthly instalments over a two year
      period with an exercise price of $0.45.





On
      July
      27, 2006, the Company granted to Mr. Graham, pursuant to the Company’s Second
      Amended and Restated 2006 Stock Plan, a non-qualified ten-year option for the
      purchase of 1,500,000 shares of the common stock of the Company, at an exercise
      price of $0.49 per share. Mr. Graham’s option vested with respect 1/36 of the
      total number of shares on the date of grant, and the remaining shares vest
      in
      equal monthly installments of 1/36 the total number of shares until all shares
      underlying the Option have vested. Mr. Graham’s option will immediately and
      automatically vest in full upon a Change of Control, the termination of Mr.
      Graham’s employment by the Company without Cause, or the termination of Mr.
      Graham’s employment by Mr. Graham for Good Reason. “Change of Control,” “Cause,”
and “Good Reason” are each defined in that certain employment agreement between
      Mr. Graham and the Company, dated July 27, 2006.





On
      December 15, 2006, the Company and Mr. Graham entered into an agreement whereby
      the parties cancelled an option, held by Mr. Graham, to purchase 2,562,780
      shares of the Company’s common stock at an exercise price of $10.00. In
      consideration for terminating the options above, the Company then granted to
      Mr.
      Graham a non-qualified two-year option for the purchase of 467,242 shares of
      the
      common stock of the Company, at an exercise price of $0.30 per share. The
      pricing and amount of shares granted to Mr. Graham was determined using the
      Black-Scholes option pricing model, so that the value of the cancelled and
      newly
      granted shares was the same.





In
      June
      2007, Mr. Graham and the Company entered into an employment agreement, effective
      August 1, 2007, that superceded the prior employment agreement dated July 26,
      2007. Under the terms of the new agreement, the Company agreed to pay Mr. Graham
      an annual salary of $210,000, as consideration for performance of his duties
      as
      an officer of the Company. In addition, the Company agreed to grant to Mr.
      Graham a ten-year incentive stock option for the purchase of 1,500,000 shares
      of
      the common stock of the Company at an exercise price of $0.27 per share. The
      initial term of Mr. Graham’s employment agreement is one year and will
      automatically extend for additional one-year periods unless terminated by either
      party in accordance with its terms and conditions.





On
      July
      5, 2007, the Company granted to Mr. Graham, pursuant to the Company’s Second
      Amended and Restated 2006 Stock Plan, a non-qualified ten-year option for the
      purchase of 1,500,000 shares of the common stock of the Company, at an exercise
      price of $0.27 per share. Mr. Graham’s option vested with respect 1/36 of the
      total number of shares on the date of grant, and the remaining shares vest
      in
      equal monthly installments of 1/36 the total number of shares until all shares
      underlying the Option have vested. Mr. Graham’s option will immediately and
      automatically vest in full upon a Change of Control, the termination of Mr.
      Graham’s employment by the Company without Cause, or the termination of Mr.
      Graham’s employment by Mr. Graham for Good Reason. “Change of Control,” “Cause,”
and “Good Reason” are each defined in that certain employment agreement between
      Mr. Graham and the Company, dated August 1, 2007.





On
      December 5, 2007, the Compensation Committee of the Board of Directors granted
      to Mr. Graham 96,141 shares of the Company’s common stock as part of its annual
      equity compensation to employees. Additionally on December 5, 2007, the
      Compensation Committee granted to Mr. Graham a 10 year incentive stock option
      to
      purchase 288,422 shares of the Company’s common stock, vesting in equal monthly
      instalments over a three year period with an exercise price of $0.35.





On
      January 24, 2007, the Company entered into an employment agreement with Mr.
      Hallstrom, dated February 1, 2007, pursuant to which the Company agreed to
      pay
      Mr. Hallstrom an annual salary of $200,000, as consideration for performance
      of
      his duties as Chief Operating Officer. In addition, the Company has agreed
      (i)
      to issue to Mr. Hallstrom 1,000,000 shares of common stock
      of
      the Company and (ii) pursuant to the Company’s 2007 Stock Plan, to grant to Mr.
      Hallstrom a ten-year incentive option for the purchase of 1,000,000 shares
      of
      the common stock of the Company, at an exercise price equivalent to the fair
      market price on February 1, 2007, the effective date of the Agreement. The
      term
      of the Agreement commenced on February 1, 2007, and will end when terminated
      by
      either party as provided in the Agreement. On April 12, 2007, the Company
      officially granted to Mr. Hallstrom the above listed shares of common stock,
      as
      well as the above listed 10 year incentive stock option to purchase 1,000,000
      shares of the Company’s common stock, vesting monthly over three years with an
      exercise price of $0.30.


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On
      December 5, 2007, the Compensation Committee of the Board of Directors granted
      to Mr. Hallstrom 185,804 shares of the Company’s common stock as part of its
      annual equity compensation to employees. Additionally on December 5, 2007,
      the
      Compensation Committee granted to Mr. Hallstrom a 10 year incentive stock option
      to purchase 557,413 shares of the Company’s common stock, vesting in equal
      monthly instalments over a three year period with an exercise price of
      $0.35.




**OUTSTANDING
      EQUITY AWARDS AT FISCAL YEAR END - 2007**





Option
                Awards
            Stock
                AwardsName
            Number
                of Securities Underlying Unexercised Options (#)
                Exercisable
            Number
                of Securities Underlying Unexercised Options (#) Unexercisable(1)
            Equity
                Incentive Plan Awards: Number of Securities Underlying Unexercised
                Unearned Options (#)
            Option
                Exercise Price ($)
            Option
                Expiration Date
            Number
                of Shares or Units of Stock That Have Not Vested (#)
            Market
                Value of Shares or Units of Stock That Have Not Vested ($)
            Equity
                Incentive Plan Awards: Number of Unearned Shares, Units or Other
                Rights
                That Have Not Vested (#)
            Equity
                Incentive Plan Awards: Market or Payout Value of Unearned Shares,
                Units or
                Other Rights That Have Not Vested ($)Seth
                Grae, President, CEO and Director
            3,300,000
            3,900,000
            —
            $0.795
            02/14/16
            —
            —
            —
            —3,844,170(2)
            —
            —
            $0.156
            08/17/10
            —
            —
            —
            —1,486,412(3)
            —
            —
            $0.39
            01/31/07(4)
            —
            —
            —
            ——
            1,089,324-
            —
            $0.35
            12/05/17
            —
            —
            —
            ——
            5,000,000-
            —
            $0.45
            12/05/15
            —
            —
            —
            —Thomas
                Graham, Jr. - Chairman
            750,000
            750,000
            —
            $0.49
            07/27/16
            —
            —
            —
            —467,242
            **—**
            —
            $0.30
            12/15/08
            —
            —
            —
            ——
            288,422
            —
            $0.35
            12/05/17
            —
            —
            —
            —250,000
            1,250,000
            —
            $0.27
            07/05/17
            —
            —
            —
            —Erik
                Hallstrom - Chief Operating Officer
            208,332
            791,668
            —
            $0.30
            02/01/17
            —
            —
            —
            ——
            557,413
            —
            $0.35
            12/05/17
            —
            —
            —
            ——
            —
            —
            —
            —
            722,222
            $274,444
            —
            —





1.
            The
                vesting schedules for each of the options listed is included in the
                respective narrative description set forth
                below.


2.
            Mr.
                Grae was initially granted 150,000 stock options pursuant to his
                employment with Thorium Power Inc. (“TP Inc.”), prior to the merger with
                the Company. Upon consummation of the merger on October 6, 2006,
                and
                pursuant to the Agreement and Plan of Merger between the Company
                and TP
                Inc., these options to purchase 150,000 shares of TP Inc., at an
                exercise
                price of $4.00 per share, were converted into options to purchase
                3,844,170 shares of the Company at an exercise price of
                $0.156.


3.
            Mr.
                Grae was initially granted 28,000 stock options pursuant to his employment
                with TP Inc. prior to the merger with the Company. Upon consummation
                of
                the merger on October 6, 2006, and pursuant to the Agreement and
                Plan of
                Merger between the Company and TP Inc., these options to purchase
                28,000
                shares of TP Inc., at an exercise price of $10.00 per share, were
                converted into options to purchase 1,486,412 shares of the Company
                at an
                exercise price of $0.39.


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4.
            On
                January 16, 2007, these options were repriced to $0.50 and the term
                of the
                option was extended to January 31, 2009; on January 16, 2007, the
                trading
                price of the Company’s common stock was
                $0.38.





Narrative
      to outstanding equity awards table





This
      information is located in the narrative to the summary compensation table
      above.





**DIRECTOR
      COMPENSATION - 2007**





Name
            Fees
                Earned or Paid in Cash
              ($)
            Stock
                Awards
              ($)
            Total
              ($)Victor
                Alessi
            40,000
            9,776
            49,776Jack
                Ladd
            20,000
            29,776
            49,776Daniel
                Magraw
            20,000
            29,776
            49,776





(1)
            Each
                of Messrs. Alessi, Ladd and Magraw had an aggregate of 583,794 option
                awards outstanding as of December 31,
                2007.





Narrative
      to director compensation table





We
      currently have three independent directors: Victor Alessi, Jack Ladd and Daniel
      Magraw. Mr. Alessi became a director of the Company on August 21, 2006. Pursuant
      to the Independent Director Contract between Mr. Alessi and the Company, Mr.
      Alessi receives $40,000 in cash per year for acting as a director of the
      Company. Messrs. Ladd and Magraw became directors of the Company on October
      23,
      2006. Pursuant to their respective Independent Director Contracts with the
      Company, each of Messrs. Ladd and Magraw receives $20,000 in cash per year
      and
      $20,000 worth of the Company’s common stock per year for serving on the board of
      directors of the Company. On
      December 5, 2007, the Compensation Committee of the Board of Directors granted
      to Mr. Magraw 27,931 shares of the Company’s common stock as part of its annual
      equity compensation to employees.





Additionally,
      each of Messrs. Alessi, Ladd and Magraw were granted non-qualified options
      to
      purchase up to 500,000 shares of the common stock of the Company which shall
      vest with respect to 1/36 of the total number of shares on the one month
      anniversary of the date of grant; the remaining shares will subsequently vest
      1/36 on the first day of each month thereafter until all options have vested.
      Each option
      shall immediately and automatically vest in full upon the termination of the
      respective director’s employment by the Company without cause.





Except
      for Messrs.
      Alessi, Ladd and Magraw ,
      all of
      our current directors are also our officers and are compensated for the services
      that they provide to us in their capacity as officers. Other than Messrs.
      Alessi, Ladd and Magraw, our current directors do not receive any additional
      compensation for the services they provide to us as directors. Directors are
      reimbursed for out of pocket expenses incurred as a result of their
      participation on our board.





On
      December 5, 2007, the Compensation Committee of the Board of Directors granted
      to each of Messrs. Alessi, Ladd and Magraw 27,931 shares of the Company’s common
      stock as part of its annual equity compensation to employees. Additionally
      on
      December 5, 2007, the Compensation Committee granted to each of Messrs. Alessi,
      Ladd and Magraw a 10 year incentive stock option to purchase 83,794 shares
      of
      the Company’s common stock, vesting in equal monthly instalments over a three
      year period with an exercise price of $0.35.




**Item
              12.**
            **Security
                Ownership of Certain Beneficial Owners and Management and Related
                Stockholder Matters.**




The
      following table sets forth information known to us with respect to the
      beneficial ownership of our Common Stock as of the close of business on April
      29,2008 for: (i) each person known by us to beneficially own more than 5% of
      our
      voting securities, (ii) each executive officer, (iii) each of our directors
      and
      nominees, and (iv) all of our executive officers and directors as a
      group:




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          10 -
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**Name
                and Address of Beneficial Owner****(1)**
            
            **Amount
                and Nature of**
              **Beneficial
                Ownership****(1)
                (2)**
            
            **Percent
                of**
              **Common
                Stock****(3)**Seth
                Grae
            
            23,131,071
            
            7.50%Thomas
                Graham, Jr.
            
            3,373,186
            
            1.12%Erik
                Hallstrom
            
            769,045
            
            0.26%Dan
                Magraw
            
            713,189
            
            0.24%Victor
                Alessi
            
            298,787
            
            0.40%Jack
                Ladd
            
            442,226
            
            0.15%Directors
                and Officers as a Group (six people)
            
            28,727,504
            
            9.22%





(1)
            The
                number of shares beneficially owned is determined under SEC rules,
                and the
                information is not necessarily indicative of beneficial ownership
                for any
                other purpose. Under those rules, beneficial ownership includes any
                shares
                as to which the individual has sole or shared voting power or investment
                power, and also any shares which the individual has the right to
                acquire
                within 60 days of the Record Date, through the exercise or conversion
                of
                any stock option, convertible security, warrant or other right (a
                “Presently Exercisable” security). Including those shares in the table
                does not, however, constitute an admission that the named shareholder
                is a
                direct or indirect beneficial owner of those
                shares.




(2)
            Unless
                otherwise indicated, each person or entity named in the table has
                sole
                voting power and investment power (or shares that power with that
                person’s
                spouse) with respect to all shares of common stock listed as owned
                by that
                person or entity.




(3)
            
            A
                total of299,334,532shares
                of the Company’s common stock are considered to be outstanding pursuant to
                Rule 13d-3(d)(1) under the Securities Exchange Act of 1934. For each
                beneficial owner above, any options exercisable within 60 days have
                been
                included in the denominator.




***Equity
      Compensation Plan Information*** **





The
      following table provides information with respect to securities issued and
      issuable under equity compensation plans as of December 31, 2007:





**Plan
                Category**
            **Number
                of Securities**
              **to
                be Issued Upon**
              **Exercise
                of**
              **Outstanding
                Options,**
              **Warrants
                and Rights**
              **(#)(2)**
            **Weighted-Average**
              **Exercise
                Price of**
              **Outstanding
                Options,**
              **Warrants
                and Rights**
              **($)(3)**
            **Number
                of Securities Remaining**
              **Available
                for Future Issuance**
              **Under
                Equity Compensation**
              **Plans
                (Excluding Securities**
              **Reflected
                in Column(a))**
              **(#)(4)**Equity
                compensation plans approved by stockholders(1)
            51,354,656
            $0.44
            23,645,344Equity
                compensation plans not approved by stockholders
            —
            —
            —Total
            51,354,656
            $0.44
            23,645,344





(1)
            This
                plan is the Thorium Power, Ltd. 2006 Stock
                Plan


(2)
            Includes
                an aggregate of51,354,656shares
                underlying stock options.


(3)
            Weighted-average
                exercise price of outstanding
                options.


(4)
            Includes
                an aggregate of23,645,344shares
                underlying stock options.





**Item
              13.**
            **Certain
                Relationships and Related Transactions, and Director
                Independence.**





***Transactions
      with Relater Persons, Promoters and Control Persons***





None.


-
          11 -
 *Table
          of Contents*




***Director
      Independence***





Our
      Board
      of Directors has determined that a majority of the members of the Board of
      Directors has no material relationship with the Company (either directly or
      as
      partners, stockholders or officers of an organization that has a relationship
      with the Company) and is independent within the meaning of the Nasdaq listing
      standards. Thomas Graham, our Chairman, and Seth Grae, our President and Chief
      Executive Officer, are not considered to be independent.




Furthermore,
      the Board has determined that each of the members of the Audit Committee, the
      Compensation Committee and the Nominating and Governance Committee has no
      material relationship to the Company (either directly or as a partner,
      stockholder or officer of an organization that has a relationship with the
      Company) and is independent within the meaning of the Nasdaq listing standards.





**Item
              14.**
            **Principal
                Accountant Fees and
                Services.**





**Independent
      Registered Public Accounting Firm’s Fees**





The
      following is a summary of the fees billed to the Company by Child, Van Wagoner
      & Bradshaw, PLLC (“CVWB”) for professional services rendered for the fiscal
      years ended December 31, 2007 and 2006, respectively:





**2007**
            
            **2006**(5)Audit
                fees(1)
            
            $
            35,000
            
            $
            18,000Audit-related
                fees(2)
            
            
            0
            
            
            0Tax
                fees(3)
            
            
            0
            
            
            0All
                other fees(4)
            
            
            0
            
            
            6,500





(1)
            Consists
                of fees billed for the audit of our annual financial statements,
                review of
                financial statements included in our Quarterly Reports on Form 10-Q
                and
                services that are normally provided by the accountant in connection
                with
                statutory and regulatory filings or
                engagements.





(2)
            Consists
                of assurance and related services that are reasonably related to
                the
                performance of the audit and reviews of our financial statements
                and are
                not included in “audit fees” in this table. The services provided by our
                accountants within this category consisted of advice relating to
                SEC
                matters and employee benefit
                matters.





(3)
            Consists
                of professional services rendered by a company aligned with our principal
                accountant for tax compliance, tax advice and tax
                planning.





(4)
            The
                services provided by our accountants within this category consisted
                of
                advice and other services relating to our transaction with the Pequot
                entities and other matters.





(5)
            On
                October 6, 2006, the Company acquired Thorium Power Inc. (“TP Inc.”). This
                transaction was accounted for as a reverse acquisition. CVWB were
                the
                auditors for TP Inc. prior to the transaction and continue to be
                the
                auditors for the combined company. These fees represent fees paid
                to CVWB
                for services in 2006.




**Pre-Approval
      Policies and Procedures**





The
      Audit
      Committee has adopted policies and procedures relating to the approval of all
      audit and non-audit services that are to be performed by the Company’s
      independent registered public accounting firm. This policy generally provides
      that the Company will not engage its independent registered public accounting
      firm to render audit or non-audit services unless the service is specifically
      approved in advance by the Audit Committee or the engagement is entered into
      pursuant to one of the pre-approval procedures described below.





From
      time
      to time, the Audit Committee may pre-approve specified types of services that
      are expected to be provided to the Company by its independent registered public
      accounting firm during the next 12 months. Any such pre-approval is
      detailed as to the particular service or type of services to be provided and
      is
      also generally subject to a maximum dollar amount.




The
      Audit
      Committee has also delegated to the chairman of the Audit Committee the
      authority to approve any audit or non-audit services to


-
          12 -
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          of Contents*


be
      provided to the Company by its independent registered public accounting firm.
      Any approval of services by a member of the Audit Committee pursuant to this
      delegated authority is reported on at the next meeting of the Audit Committee.




**Item
              15.**
            **Exhibits.**





The
      following exhibits are
      filed with this report, except those indicated as having previously been filed
      with the Securities and Exchange Commission 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
                    Amendment
                        No. 1, dated March 5, 2006, to Mining Acquisition Agreement
                        between Walter
                        Doyle and the Company (incorporated by reference from Exhibit
                        10.12 of the
                        Company’s Registration Statement on Form S-4 filed June 14,
                        2006).10.2
                    Agreement
                        and Plan of Merger dated as of February 14, 2006, between
                        Novastar
                        Resources Ltd., TP Acquisition Corp. and Thorium Power, Inc.
                        (incorporated
                        by reference from the Company’s Current Report on Form 8-K filed on June
                        13, 2006).10.3
                    Amendment
                        No. 1, dated June 9, 2006, to Agreement and Plan of Merger
                        between
                        Novastar Resources Ltd., TP Acquisition Corp. and Thorium
                        Power, Inc.
                        (incorporated by reference to Exhibit 10.1 of the current
                        report of the
                        Company on Form 8-K filed June 13, 2006).10.4
                    Employment
                        Agreement, dated as of February 14, 2006, between the Company
                        and Seth
                        Grae (incorporated by reference to Exhibit 10.2 of the current
                        report of
                        the Company on Form 8-K filed February 21, 2006)10.5
                    Stock
                        Option Agreement, dated as of February 14, 2006, between
                        the Company and
                        Seth Grae (incorporated by reference to Exhibit 10.3 of the
                        current report
                        of the Company on Form 8-K filed February 21, 2006)10.6
                    Office
                        Service Renewal Agreement, dated September 21, 2005, between
                        Tysons
                        Business Center, LLC and Thorium Power (incorporated by reference
                        from
                        Exhibit 10.22 of the initial filing of the Company’s Registration
                        Statement on Form S-4 filed June 14, 2006).10.7
                    Teaming
                        Agreement dated February 22, 2006 between The University
                        of Texas System,
                        The University of Texas of the Permian Basin, The University
                        of Texas at
                        Austin, The University of Texas at Arlington, The University
                        of Texas at
                        Dallas, The University of Texas at El Paso, The City of Andrews,
                        Texas,
                        Andrews County, Texas, the Midland Development Corporation,
                        the Odessa
                        Development Corporation, Thorium Power and General Atomics
                        (incorporated
                        by reference from Exhibit 10. the Company’s Registration Statement on Form
                        S-4 filed June 14, 2006).10.8
                    Amendment
                        No. 1 to Amended and Restated Consulting Agreement, dated
                        June 12, 2006,
                        among the Company, Alan Gelband and Alan Gelband Company,
                        Inc.
                        (incorporated by reference to Exhibit 10.1 of the current
                        report of the
                        Company on Form 8-K filed June 13, 2006).10.9
                    Employment
                        Agreement, dated June 6, 2006, between the Company and Cornelius
                        J. Milmoe
                        (incorporated by reference to Exhibit 10.1 of the current
                        report of the
                        Company on Form 8-K filed June 13, 2006).10.10
                    Stock
                        Option Agreement, dated June 6, 2006, between the Company
                        and Cornelius J.
                        Milmoe (incorporated by reference to Exhibit 10.1 of the
                        current report of
                        the Company on Form 8-K filed June 13, 2006).10.11
                    Consulting
                        Agreement, dated June 12, 2006, between the Company and Larry
                        Goldman
                        (incorporated by reference to Exhibit 10.1 of the current
                        report of the
                        Company on Form 8-K filed June 13, 2006).10.12
                    Stock
                        Option Agreement, dated June 12, 2006, between the Company
                        and Larry
                        Goldman (incorporated by reference to Exhibit 10.1 of the
                        current report
                        of the Company on Form 8-K filed June 13, 2006).10.13
                    Office
                        Service Agreement, dated April 19, 2006, between Tysons Business
                        Center
                        LLC and the Company (incorporated by reference from Exhibit
                        10.31 the
                        Company’s Registration Statement on Form S-4 filed June 14,
                        2006).
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 *Table
              of Contents*
   **Exhibit
                              Number**
                          **Description**10.14
                          Employment
                              Agreement, dated July 27, 2006, between the Company
                              and Andrey Mushakov
                              (incorporated by reference to Exhibit 10.1 of the current
                              report of the
                              Company on Form 8-K filed August 4, 2006).10.15
                          Stock
                              Option Agreement, dated July 27, 2006, between the
                              Company and Andrey
                              Mushakov (incorporated by reference to Exhibit 10.2
                              of the current report
                              of the Company on Form 8-K filed August 4, 2006).10.16
                          Employment
                              Agreement, dated July 27, 2006, between the Company
                              and Thomas Graham, Jr.
                              (incorporated by reference to Exhibit 10.3 of the current
                              report of the
                              Company on Form 8-K filed August 4, 2006).10.17
                          Stock
                              Option Agreement, dated July 27, 2006, between the
                              Company and Thomas
                              Graham, Jr. (incorporated by reference to Exhibit 10.4
                              of the current
                              report of the Company on Form 8-K filed August 4,
                              2006).10.18
                          Amendment
                              No. 2, dated August 8, 2006, to Agreement and Plan
                              of Merger between
                              Novastar Resources Ltd., TP Acquisition Corp. and Thorium
                              Power, Inc.
                              (incorporated by reference to Exhibit 10.1 of the current
                              report of
                              Novastar on Form 8-K filed August 9, 2006).10.19
                          Independent
                              Director Contract, dated August 21, 2006, between the
                              Company and Victor
                              Alessi (incorporated by reference to Exhibit 10.1 of
                              the current report of
                              the Company on Form 8-K filed August 25, 2006).10.20
                          Stock
                              Option Agreement, dated August 21, 2006, between the
                              Company and Victor
                              Alessi (incorporated by reference to Exhibit 10.2 of
                              the current report of
                              the Company on Form 8-K filed August 25, 2006).10.21
                          Independent
                              Director Contract, dated August 21, 2006, between the
                              Company and Victor
                              Alessi (incorporated by reference to Exhibit 10.1 of
                              the current report of
                              the Company on Form 8-K filed August 25, 2006).10.22
                          Independent
                              Director’s Contract, dated October 23, 2006, between Thorium
                              Power, Ltd.
                              and Jack D. Ladd (incorporated by reference to Exhibit
                              10.1 to the
                              Company’s Current Report on Form 8-K, filed on October 23,
                              2006).10.23
                          Independent
                              Director’s Contract, dated October 23, 2006, between Thorium
                              Power, Ltd.
                              and Daniel B. Magraw (incorporated by reference to
                              Exhibit 10.2 to the
                              Company’s Current Report on Form 8-K, filed on October 23,
                              2006).10.24
                          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).10.25
                          Restricted
                              Stock Grant Agreement, dated April 12, 2007, betweenErik
                              Hallstrom and Thorium Power, Ltd. (incorporated by
                              reference to Exhibit
                              10.1 to the Company’s Current Report on Form 8-K, filed on April 18,
                              2007).10.26
                          Stock
                              Option Agreement, dated April 12, 2007, betweenErik
                              Hallstrom and Thorium Power, Ltd. (incorporated by
                              reference to Exhibit
                              10.2 to the Company’s Current Report on Form 8-K, filed on April 18,
                              2007).10.27
                          Independent
                              Director’s Contract, dated October 23, 2006, between Thorium
                              Power, Ltd.
                              and Jack D. Ladd (incorporated by reference to Exhibit
                              10.1 to the
                              Company’s Current Report on Form 8-K, filed on October 23,
                              2006).10.28
                          Independent
                              Director’s Contract, dated October 23, 2006, between Thorium
                              Power, Ltd.
                              and Daniel B. Magraw (incorporated by reference to
                              Exhibit 10.2 to the
                              Company’s Current Report on Form 8-K, filed on October 23,
                              2006).10.29
                          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).10.30
                          Restricted
                              Stock Grant Agreement, dated April 12, 2007, betweenErik
                              Hallstrom and Thorium Power, Ltd. (incorporated by
                              reference to Exhibit
                              10.1 to the Company’s Current Report on Form 8-K, filed on April 18,
                              2007).10.31
                          Stock
                              Option Agreement, dated April 12, 2007, betweenErik
                              Hallstrom and Thorium Power, Ltd. (incorporated by
                              reference to Exhibit
                              10.2 to the Company’s Current Report on Form 8-K, filed on April 18,
                              2007).10.32
                          Employment
                              Agreement, dated February 1, 2007, between James Guerra
                              and Thorium Power,
                              Ltd. (incorporated by reference to Exhibit 10.1 to
                              the Company’s Current
                              Report on Form 8-K, filed on October 23, 2007)10.33
                          Agreement
                              for Ampoule Irradiation Testing in 2006-2007, dated
                              December 28, 2007,
                              between Thorium Power, Inc. and Russian Research Centre
                              Kurchatov
                              Institute (incorporated by reference to Exhibit 10.33
                              to the Company’s
                              Annual Report on Form 10-K, filed on March 27, 2008)14.1
                          Code
                              of Ethics (incorporated by reference from the Company’s Annual Report on
                              Form 10-KSB filed on November 25, 2005).16.1
                          Letter
                              from Morgan and Company dated September 14, 2005 regarding
                              change in
                              independent accountant (incorporated by reference from
                              the Company’s
                              Current Report on Form 8-K filed on October 11, 2005).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




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 *Table
          of Contents*




**SIGNATURES**





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





Date:
      April 30, 2008


THORIUM
      POWER, LTD.




By: 
      /s/ Seth Grae


Seth
      Grae


Chief
      Executive Officer, President
      and Director




In
      accordance with the Securities Exchange Act of 1934, this report has been signed
      below by the following persons on behalf of the Registrant and in the capacities
      and on the dates indicated.




SIGNATURE
            
            TITLE/s/
                Seth Grae
            
            Chief
                Executive Officer, President and DirectorSeth
              Grae
            
            (Principal
              Executive Officer)/s/
                James Guerra
            
            Chief
                Financial Officer and TreasurerJames
              Guerra
            
            (Principal
              Financial Officer)/s/
                Thomas Graham, Jr.
            
            DirectorThomas
              Graham, Jr./s/
                Victor Alessi
            
            DirectorVictor
              Alessi/s/
                Jack Ladd
            
            DirectorJack
              Ladd/s/
                Dan Magraw
            
            DirectorDan
              Magraw


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