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 22, 2007 (January 16,
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 incorporation)
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(Commission
File Number)
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(I.R.S.
Employer 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)
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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):
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
| ITEM
5.03. |
AMENDMENTS
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE
IN FISCAL YEAR
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On
October 6, 2006, the Registrant acquired Thorium Power Inc. (“TP”) in a share
exchange transaction in which, for accounting purposes, TP was deemed to be
the
“accounting acquirer.” The transaction was described in further detail in the
Registrant’s Current Report on Form 8-K filed with the Securities and Exchange
Commission on October 11, 2006. Initially, in the October 11, 2006 Form 8-K,
the
Registrant indicated that it would continue to operate with a June 30 fiscal
year end, which was the Registrant’s fiscal year end prior to the transaction
with TP.
On
January 16, 2007, the Registrant’s Board of Directors unanimously voted to adopt
TP’s fiscal year, which will begin on January 1 and end on December 31 of each
year; this change shall be applicable beginning with the year ending December
31, 2006. As described above, the Registrant’s acquisition of TP was accounted
for as a “reverse acquisition” and, accordingly, the Registrant will not file a
transition report in connection with the change of its fiscal year given the
Registrant’s election to adopt the fiscal year of TP, the accounting acquirer.
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 22, 2007.
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THORIUM
POWER, LTD.
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By: |
/s/ Seth
Grae |
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Seth
Grae
President
and Chief Executive Officer
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