FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * GUERRA JAMES   2. Issuer Name and Ticker or Trading Symbol Thorium Power, Ltd [THPW.OB] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) 423 CUMNOR ROAD 3. Date of Earliest Transaction (Month/Day/Year) 12/05/2007 (Street) KENILWORTH, IL 60043 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price Common Stock (1) 10/29/2007   A   1,000,000 A $ 0 1,000,000 D   Common Stock (2) 12/05/2007   A   18,621 A $ 0 1,018,621 D   Common Stock (3) 12/05/2007   D   7,448 D $ 0.35 1,011,173 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Stock Option (Right to Buy) (4)

$ 0.235

10/29/2007

A

1,000,000

04/29/2008

10/29/2017

Common Stock

1,000,000

$ 0

1,000,000

D

Stock Option (Right to Buy) (5)

$ 0.35

10/29/2007

A

55,863

12/05/2007

12/05/2017

Common Stock

55,863

$ 0

1,055,863

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
GUERRA JAMES 423 CUMNOR ROAD KENILWORTH, IL 60043			Chief Financial Officer

Signatures

/s/ James O. Guerra		12/07/2007
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	On October 29, 2007, pursuant to the terms and conditions of an Employment Agreement, dated October 29, 2007, the Issuer granted to Mr. Guerra 1,000,000 shares of its common stock.
(2)	On December 5, 2007, the Issuer granted 18,621 shares of its common stock to Mr. Guerra as part its annual equity compensation to its employees
(3)	The Issuer redeemed 7,448 shares from Mr. Guerra on December 5, 2007. Proceeds of this redemption were paid directly to federal and/or state taxing authorities to cover Mr. Guerra's tax liability relating to the grant of 18,621 shares of common stock of Mr. Guerra.
(4)	On October 29, 2007, pursuant to the terms and conditions of an Employment Agreement, dated October 29, 2007, the Issuer granted to Mr. Guerra incentive stock options for the purchase of 1,000,000 shares of the Issuer's common stock at an exercise price of $0.235 per share.
(5)	On December 5, 2007, the Issuer granted to Mr. Guerra an incentive stock option for the purchase of 55,863 shares of the Issuer's common stock as part of its annual equity compensation to its employees.

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