[
] Confidential,
for Use of the Commission Only (as permitted by Rule 14c-5(d)(2)
[
X
] Definitive
Information Statement
TORA
TECHNOLOGIES INC.
(Name
of Registrant as Specified In Its
Chapter)
Payment
of Filing Fee (Check the appropriate box)
[
X
] No
fee
required
[
] Fee
computed on table below per Exchange Act Rules 14c-5(g) and 0-11
(1)
Title
of each class of securities to which transaction
applies:
(2)
Aggregate
number of securities to which transaction
applies:
(3)
Per
unit price or other underlying value of transaction computed pursuant
to
Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is
calculated and state how it was
determined):
(4)
Proposed
maximum aggregate value of transaction:
(5)
Total
fee paid:
[
] Fee
paid
previously with preliminary materials.
[
]
Check
box if any part of the fee is offset as provided by Exchange Act
Rule
0-11(a)(2) and identify the filing for which the offsetting fee was
paid
previously. Identify the previous filing by registration statement
number,
or the Form or Schedule and the date of its
filing.
We
are not asking you for a proxy and you are requested not to send us a
proxy.
Item
1.Information
Required by Items of Schedule 14A.
a.
Introduction.
This
Information Statement has been filed with the Securities and Exchange Commission
and is being mailed or otherwise furnished to the registered stockholders of
Tora in connection with the prior approval by the board of directors of Tora,
and receipt by the board of approval by written consent of the holders of a
majority of Tora’s outstanding shares of common stock, of a resolution
to,
1.
amend
Article First of the Articles of Tora Technologies Inc. by changing
the
name of Tora Technologies Inc. to “Makeup.com Limited”, or, if the new
name is unacceptable to the applicable regulators having jurisdiction
over
the affairs of Tora Technologies Inc., to any such other name that
is
approved by the board of directors in its sole discretion;
and
2.
amend
Article Fourth of the Articles of Tora Technologies Inc. by increasing
the
authorized capital from 75,000,000 shares to 200,000,000 shares of
common
stock with a par value of $0.001 per
share.
(collectively,
the “Resolutions”).
Section
78.320 of the Nevada Revised Statutes and the By-laws of Tora provide that
any
action required or permitted to be taken at a meeting of the stockholders may
be
taken without a meeting if stockholders holding at least a majority of the
voting power sign a written consent approving the action.
On
October 18, 2006, the board of directors of Tora approved and recommended the
Resolutions. Subsequently, the holders of a majority of the voting power signed
and delivered to Tora written consents approving the Resolutions, in lieu of
a
meeting. Since the holders of the required majority of shares of common stock
have approved the Resolutions, no other votes are required or necessary and
no
proxies are being solicited with this Information Statement.
Tora
has
obtained all necessary corporate approvals in connection with the Resolutions
and your consent is not required and is not being solicited in connection with
the approval of the Resolutions. This Information Statement is furnished solely
for the purpose of informing stockholders in the manner required under the
Securities Exchange Act of 1934 of these corporate actions before they take
effect.
The
Resolutions will not become effective until (i) 21 days from the date this
Information Statement is first mailed to the stockholders, or, (ii) such later
date as approved by the board of directors, in its sole discretion. The
Certificate of Amendment will be filed with the Secretary of State of Nevada
and
is expected to become effective on or about November 21, 2006.
This
Information Statement is dated October 31, 2006 and is first being mailed to
stockholders on or about October 31, 2006. Only shareholders of record at the
close of business on October 18, 2006 are entitled to notice of the Resolutions
and to receive this Information Statement.
Page
- 2
Reasons
for the Amendments to Articles
Management
has completed the transaction with Manhattan Assets Corp. for the acquisition
of
Makeup Incorporated and the domain name www.makeup.com
and
other associated domain names. As a result of closing this transaction with
Manhattan Assets Corp., Management has decided that Tora should change its
corporate name. The board of directors of Tora believes that the name change
will result in Tora having a name that more accurately reflects its new
business.
The
amendment to the Articles of Incorporation of Tora to increase the authorized
capital is being made, in part, to provide Tora with more flexibility and
opportunities to conduct equity financings.
b.
Dissenters’
Right of Appraisal.
Neither
the Articles and By-laws of Tora nor the Nevada Revised Statutes provide for
dissenters’ rights of appraisal in connection with the Resolutions.
c.
Voting
Securities and Principal Holders
Thereof
As
of
October 18, 2006, there were 44,831,250 outstanding shares of common stock
of
Tora, each of which was entitled to one vote for the purpose of approving the
Resolutions. Stockholders of record at the close of business on October 18,2006
(the date of the stockholders’ written consent) were furnished copies of this
Information Statement.
Tora
confirms that there are no convertible securities in existence that are
convertible into shares of common stock.
(i)Security
Ownership of Certain Beneficial Owners (more than 5%)
To
the
best knowledge of Tora, the following table sets forth all persons beneficially
owning more than 5% of the common stock of Tora as at October 18, 2006. Unless
otherwise indicated, each of the following persons may be deemed to have sole
voting and dispositive power with respect to such shares.
(1)
Title
of Class
(2)
Name
and Address of Beneficial Owner
(3)
Amount
and Nature of Beneficial Owner
(4)
Percent
of
Class [1]
shares
of
common
stock
Ralph
Biggar
308
- 1880 Kent Street
Vancouver,
British Columbia
V5P
2S7 Canada
13,608,250
30.4%
shares
of
common
stock
Fete
Enterprises S.A.
Salduba
Building, Third Floor
53rd
East Street
Urbanizacion
Obarrio
P.O.
Box 7284, Panama 5
Republic
of Panama
4,462,500
9.9%
shares
of
common
stock
Susan
Jeffs
Third
Floor
346
Kensington High Street
London,
United Kingdom, W14 8NS
3,346,275
7.5%
shares
of
common
stock
Ulex
Holdings S.A.
Salduba
Building, Third Floor
53rd
East Street
Urbanizacion
Obarrio
P.O.
Box 7284, Panama 5
Republic
of Panama
3,825,000
8.5%
shares
of common stock
Silver
Road Corporation
Salduba
Building, Third Floor
53rd
East Street
Urbanizacion
Obarrio
P.O.
Box 7284, Panama 5
Republic
of Panama
3,187,500
7.1%
[1]
Based
on
44,831,250 shares of common stock issued and outstanding as of October 18,2006.
Page
- 3
(ii)Security
Ownership of Management
(1)
Title
of Class
(2)
Name
and Address of Beneficial Owner
(3)
Amount
and Nature of Beneficial Owner
(4)
Percent
of
Class [1]
shares
of
common
stock
Ralph
Biggar
308
- 1880 Kent Street
Vancouver,
British Columbia
V5P
2S7 Canada
13,608,250
30.4%
shares
of
common
stock
Scott
Randall
12040
- 555 Hastings Street
Vancouver,
British Columbia
V6B
4N4 Canada
1,875,000
4.2%
shares
of
common
stock
Directors
and Executive Officers (as a group)
15,483,250
34.6%
[1]
Based
on
44,831,250 shares of common stock issued and outstanding as of October 18,2006.
(iii)Changes
in Control
Tora
is
not aware of any arrangement that may result in a change in control of Tora,
with the exception that the current principal shareholder of Tora, Ralph Biggar,
plans to sell all of his shares to six purchasers in separate private
transactions. One of the purchasers, Manhattan Assets Corp., will acquire an
aggregate 29.8% of the issued shares of common stock from Ralph Biggar and
from
Scott Randall, the other director of Tora, which will result in a change of
control. The shares are to be purchased at a price of $0.0001 per share and
be
paid for from working capital of Manhattan Assets Corp.
Item
2.Statement
That Proxies Are Not Solicited.
We
are not asking you for a proxy and you are requested not to send us a
proxy.
Item
3.Interest
of Certain Persons in or Opposition to Matters to Be Acted
Upon.
Holders
of a majority of Tora’s outstanding shares of common stock approved the
Resolutions on October 18, 2006. At that time and as of the date of this
Information Statement, Ralph Biggar has a direct beneficial ownership in
13,608,250 shares of common stock in the capital of Tora; and Scott Randall
has
a direct beneficial ownership in 1,875,000 shares of common stock in the capital
of Tora.
Management
has not received any notice of opposition to the Resolutions.
