**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB/A**


Amendment
      #1





**[
                X ]**
            **QUARTERLY
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      quarterly period ended  **March
      31, 2006**





**[  
                ]**
            **TRANSITION
                REPORT UNDER SECTION 13 0R 15(****d****)
                OF THE SECURITIES EXCHANGE ACT OF
                1934**





For
      the
      transition period from _______________ to
      _______________








**Commission
      file number** **000-51225**








**TORA
                TECHNOLOGIES INC.**(Exact
                name of small business issuer as specified in its
                charter)








Incorporated
                in the State of Nevada
            43-2041643(State
                or other jurisdiction of incorporation or
                organization)
            (I.R.S.
              Employer Identification No.)205
                - 1990 East Kent Avenue, Vancouver, British Columbia, V5P 4X5, Canada(Address
                of principal executive offices)604-306-2525(Issuer’s
                telephone number)n/a(Former
                name, former address and former fiscal year, if changed since last
                report)





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.


**[
      X ] Yes [   ] No**





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


**[  
      ] Yes [ X ] No**





**APPLICABLE
      ONLY TO CORPORATE ISSUERS**





State
      the
      number of shares outstanding of each of the issuer’s classes of common equity,
      as of the latest practicable date.





**Class**
            **Outstanding
                at May 10 2006**common
                stock - $0.001 par value
            44,831,250





Transitional
      Small Business Disclosure Format (Check one): **Yes
      [   ] No [ X ]**




***Page
          - 1***




**TORA
        TECHNOLOGIES INC.**
 
 **Form
        10-QSB/A**
 **1** **st** **Amendment**
 
 **EXPLANATORY
        NOTE**
  This
        Form 10-QSB/A - 1 st Amendment for the three month period ended March 31, 2006, which was originally
        filed on May 12, 2006 (the “ **Report** ”),
        is
        being filed to revise Note 2(e) of the financial statements for the three
        month
        period ended March 31, 2006.
 
 This
        amendment to the Report does not alter any part of the content of the Report,
        except for the changes and additional information provided in this amendment,
        and this amendment continues to speak as of the date of the Report. Tora
        has not
        updated the disclosures contained in this amendment to reflect any events
        that
        occurred at a date subsequent to the filing of the Report. The filing of
        this
        amendment is not a representation that any statements contained in the Report
        or
        this amendment are true or complete as of any date subsequent to the date
        of the
        Report. This amendment does not affect the information originally set forth
        in
        the Report, the remaining portions of which have not been amended. Accordingly,
        this Form 10-QSB/A should be read in conjunction with Tora’s filings made with
        the SEC subsequent to the filing of the original Form 10-QSB on May 12, 2006
        (SEC Accession No. 0001104540-06-000090).






***Page
          - 2***





**PART
      I - FINANCIAL INFORMATION**





**Item
      1.**  **Financial
      Statements.**







**TORA
      TECHNOLOGIES INC.**


**(a
      development stage company)**





**INTERIM** **CONSOLIDATED** **FINANCIAL STATEMENTS**





**March
      31, 2006**





**(Unaudited)**














Index





**Balance
      Sheets**





**Statements
      of Operations**





**Statements
      of Cash Flows**





**Notes
      to the Financial Statements**








***Page
          - 3***





Tora
      Technologies Inc.


(A
      Development Stage Company)


Balance
      Sheets


(expressed
      in U.S. dollars)





March
                31,
              2006
              $
            
            
            December
                31,
              2005
              $(unaudited)ASSETSCurrent
                AssetsCash
            
            30,507
            
            
            33,799Inventory
            
            43
            
            
            -Prepaid
                expenses
            
            650
            
            
            850Total
                Current Assets
            
            31,200
            
            
            34,649Service
                rights (Note 4)
            
            15,500
            
            
            17,000Website
                development costs (Note 2(k))
            
            2,272
            
            
            2,838Total
                Assets
            
            48,972
            
            
            54,487LIABILITIES
                AND STOCKHOLDERS’ EQUITYCurrent
                LiabilitiesAccounts
                payable
            
            701
            
            
            1,916Accrued
                liabilities
            
            4,160
            
            
            4,750Total
                Liabilities
            
            4,861
            
            
            6,666Commitments
                and Contingencies (Notes 1 and 4)Stockholders’
                EquityCommon
                Stock, 75,000,000 shares authorized, $0.001 par value
              44,831,250
                shares issued and outstanding
            
            44,831
            
            
            44,831Additional
                Paid-in Capital
            
            62,919
            
            
            62,919Donated
                Capital (Note 3)
            
            41,425
            
            
            37,375Deficit
                Accumulated During the Development Stage
            
            (105,064
            )
            
            (97,304
            )Total
                Stockholders’ Equity
            
            44,111
            
            
            47,821Total
                Liabilities and Stockholders’ Equity
            
            48,972
            
            
            54,487








(The
      accompanying notes are an integral part of the financial
      statements)




***Page
          - 4***


Tora
      Technologies Inc.


(A
      Development Stage Company)


Statements
      of Operations


(expressed
      in U.S. dollars)


(unaudited)





Accumulated
              From
              July
                14, 2003
              (Date
                of Inception)
            
            Three
                Months
              Ended
            
            Three
                Months
              Endedto
                March 31,
            
            
            March
                31,
            
            
            March
                31,2006
            
            
            2006
            
            
            2005$
            
            
            $
            
            
            $Sales
            
            
            15,643
            
            
            343
            
            
            4,241Cost
                of Goods Sold
            
            
            12,260
            
            
            214
            
            
            3,233Gross
                Profit
            
            
            3,383
            
            
            129
            
            
            1,008ExpensesAmortization
            
            
            19,028
            
            
            2,066
            
            
            2,066Donated
                rent (Note 3)
            
            
            8,125
            
            
            750
            
            
            750Donated
                services (Note 3)
            
            
            32,500
            
            
            3,000
            
            
            3,000Foreign
                exchange
            
            
            57
            
            
            (7
            )
            
            13General
                and administrative
            
            
            9,883
            
            
            1,280
            
            
            215Professional
                fees
            
            
            38,854
            
            
            800
            
            
            2,200Total
                Expenses
            
            
            108,447
            
            
            7,889
            
            
            8,244Net
                Loss for the Period
            
            
            (105,064
            )
            
            (7,760
            )
            
            (7,236
            )Net
                Loss Per Share - Basic and Diluted
            
            -
            
            
            -Weighted
                Average Shares Outstanding
            
            44,831,000
            
            
            44,831,000








(The
        accompanying notes are an integral part of the financial
        statements)





***Page
          - 5***


Tora
      Technologies Inc.


(A
      Development Stage Company)


Statements
      of Cash Flows


(expressed
      in U.S. dollars)


(unaudited)








AccumulatedFromJuly
                14, 2003
            
            
            Three
                Months
            
            
            Three
                Months(Date
                of Inception)
            
            
            Ended
            
            
            Endedto
                March 31,
            
            
            March
                31,
            
            
            March
                31,2006
            
            
            2006
            
            
            2005$
            
            
            $
            
            
            $Operating
                ActivitiesNet
                loss
            
            
            (105,064
            )
            
            (7,760
            )
            
            (7,236
            )Adjustments
                to reconcile net loss to net cash used in operationsAmortization
            
            
            19,028
            
            
            2,066
            
            
            2,066Donated
                services and rent
            
            
            41,425
            
            
            4,050
            
            
            3,750Change
                in operating assets and liabilitiesInventory
            
            
            (43
            )
            
            (43
            )
            
            -Prepaid
                expenses
            
            
            (650
            )
            
            200
            
            
            150Accounts
                payable and accrued liabilities
            
            
            4,861
            
            
            (1,805
            )
            
            (1,577
            )-Net
                Cash Used in Operating Activities
            
            
            (40,443
            )
            
            (3,292
            )
            
            (2,847
            )Investing
                ActivitiesPurchase
                of service rights
            
            
            (5,000
            )
            
            -
            
            
            -Website
                development costs
            
            
            (6,800
            )
            
            -
            
            
            -Net
                Cash Used by Investing Activities
            
            
            (11,800
            )
            
            -
            
            
            -Financing
                ActivitiesAdvances
                from related party
            
            
            9,500
            
            
            -
            
            
            -Issuance
                of common stock for cash
            
            
            73,250
            
            
            -
            
            
            -Net
                Cash Provided by Financing Activities
            
            
            82,750
            
            
            -
            
            
            -Increase
                (Decrease) in Cash
            
            
            30,507
            
            
            (3,292
            )
            
            (2,847
            )Cash
                - Beginning of Period
            
            
            -
            
            
            33,799
            
            
            48,779Cash
                - End of Period
            
            
            30,507
            
            
            30,507
            
            
            45,932Non-Cash
                Financing ActivitiesCommon
                stock issued for settlement of debt
            
            
            9,500
            
            
            -
            
            
            -Common
                stock issued for service agreement
            
            
            25,000
            
            
            -
            
            
            -Supplemental
                DisclosuresInterest
                paid
            
            
            -
            
            
            -
            
            
            -Income
                tax paid
            
            
            -
            
            
            -
            
            
            -






(The
      accompanying notes are an integral part of the financial
      statements)





***Page
          - 6***


Tora
      Technologies Inc.


(A
      Development Stage Company)


Notes
      to the Financial Statements


March
      31,
      2006


(expressed
      in U.S. dollars)


(unaudited)





1.  Development
      Stage Company


Tora
      Technologies Inc. (the “Company”) was incorporated in the State of Nevada,
      U.S.A. on July 14, 2003 and is based in Vancouver, B.C., Canada. The Company's
      principal business is the marketing of custom embroidery products and services
      through the Internet.





The
      Company is in the early development stage. In a development stage company,
      management devotes most of its activities in developing a market for its
      products and services. These financial statements have been prepared on a going
      concern basis, which implies the Company will continue to realize its assets
      and
      discharge its liabilities in the normal course of business. The Company has
      never paid any dividends and is unlikely to pay dividends or generate earnings
      in the immediate or foreseeable future. The continuation of the Company as
      a
      going concern and the ability of the Company to emerge from the development
      stage with respect to any planned principal business activity is dependent
      upon
      the continued financial support from its shareholders, the ability of the
      Company to obtain necessary equity financing to continue operations and the
      attainment of profitable operations. There is no guarantee that the Company
      will
      be able to raise any equity financing or sell any of its products and services
      at a profit. As at March 31, 2006, the Company has working capital of $26,339
      and has accumulated losses of $105,064 since inception. These financial
      statements do not include any adjustments to the recoverability and
      classification of recorded asset amounts and classification of liabilities
      that
      might be necessary should the Company be unable to continue as a going concern.
      These factors raise substantial doubt regarding the Company’s ability to
      continue as a going concern.





The
      Company filed an SB-2 Registration Statement with the United States Securities
      and Exchange Commission that was declared effective on March 29, 2005, to
      register 29,475,000 (split adjusted) common shares for resale by existing
      shareholders of the Company. The Company did not receive any proceeds from
      the
      resale of shares of common stock by the selling stockholders.








2.
            Summary
                of Significant Accounting Policies




(a)
            Basis
                of Presentation




These
      financial statements and related notes are presented in accordance with
      accounting principles generally accepted in the United States, and are expressed
      in US dollars. The Company has not produced significant revenues from its
      principal business and is a development stage company as defined by Statement
      of
      Financial Accounting Standard (“SFAS”) No. 7 “ *Accounting
      and Reporting by Development Stage Enterprises* ”.
      The
      Company’s fiscal year end is December 31.




(b)
            Use
                of Estimates




The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States requires management to make estimates
      and assumptions that affect the reported amounts of assets and liabilities
      and
      disclosure of contingent assets and liabilities at the date of the financial
      statements and the reported amounts of revenues and expenses during the periods.
      Actual results could differ from those estimates.




(c)
            Cash
                and Cash Equivalents




The
      Company considers all highly liquid instruments with a maturity of three months
      or less at the time of issuance to be cash equivalents.




(d)
            Foreign
                Currency Translation




The
      Company’s functional and reporting currency is the United States dollar.
      Monetary assets and liabilities denominated in foreign currencies are translated
      using the exchange rate prevailing at the balance sheet date. Gains and losses
      arising on translation or settlement of foreign currency denominated
      transactions or balances are included in the determination of income. Foreign
      currency transactions are primarily undertaken in Canadian dollars. The Company
      has not, to the date of these financials statements, entered into derivative
      instruments to offset the impact of foreign currency fluctuations.











***Page
          - 7***


Tora
      Technologies Inc.


(A
      Development Stage Company)


Notes
      to
      the Financial Statements


March
      31,
      2006


(expressed
      in U.S. dollars)


(unaudited)





2.
            Summary
                of Significant Accounting Policies
                (continued)




(e)
            Interim
                Financial Statements.




These
        interim unaudited financial statements have been prepared on the same basis
        as
        the annual financial statements and in the opinion of management, reflect
        all
        adjustments, which include only normal recurring adjustments, necessary to
        present fairly the Company's financial position, results of operations and
        cash
        flows for the periods shown. The results of operations for such periods are
        not
        necessarily indicative of the results expected for a full year or for any
        future
        period.




(f)
            Basic
                and Diluted Net Income (Loss) Per
                Share





The
      Company computes net income (loss) per share in accordance with SFAS No. 128,
      " *Earnings
      per Share* "
      (SFAS
      128) which requires presentation of both basic and diluted earnings per share
      (EPS) on the face of the income statement. Basic EPS is computed by dividing
      net
      income (loss) available to common shareholders (numerator) by the weighted
      average number of shares outstanding (denominator) during the period. Diluted
      EPS gives effect to all dilutive potential common shares outstanding during
      the
      period including stock options, using the treasury stock method, and convertible
      preferred stock, using the if-converted method. In computing Diluted EPS, the
      average stock price for the period is used in determining the number of shares
      assumed to be purchased from the exercise of stock options or warrants. Diluted
      EPS excludes all dilutive potential shares if their effect is anti
      dilutive.




(g)
            Financial
                Instruments




The
      fair
      value of financial instruments which include cash, prepaid expenses, accounts
      payable and accrued liabilities were estimated to approximate their carrying
      values due to the immediate or short-term maturity of these financial
      instruments. The Company’s operations are in Canada which results in exposure to
      market risks from changes in foreign currency rates. The financial risk is
      the
      risk to the Company’s operations that arise from fluctuations in foreign
      exchange rates and the degree of volatility of these rates. Currently, the
      Company does not use derivative instruments to reduce its exposure to foreign
      currency risk.




(h)
            Comprehensive
                Loss




SFAS
      No.
      130, “ *Reporting
      Comprehensive Income* ”,
      establishes standards for the reporting and display of comprehensive loss and
      its components in the financial statements. As at March 31, 2006 and 2005,
      the
      Company has no items that represent comprehensive loss and, therefore, has
      not
      included a schedule of comprehensive loss in the financial
      statements.




(i)
            Revenue
                Recognition




The
      Company recognizes revenue from the sale of custom embroidery products and
      services through the Internet in accordance with Securities and Exchange
      Commission Staff Accounting Bulletin No. 104 (“SAB 104”), “ *Revenue
      Recognition* ”.
      Revenue is recognized only when the price is fixed or determinable, persuasive
      evidence of an arrangement exists, the product is shipped, and collectibility
      is
      reasonably assured.




(j)
            Concentrations




For
      the
      period ended March 31, 2006, the Company generated 100% of sales from one
      customer. The Company purchases all of its products from one vendor, LA
      Embroidery Inc. (Refer to Note 4).







***Page
          - 8***




Tora
      Technologies Inc.


(A
      Development Stage Company)


Notes
      to
      the Financial Statements


March
      31,
      2006


(expressed
      in U.S. dollars)


(unaudited)





2.
            Summary
                of Significant Accounting Policies
                (continued)




(k)
            Website
                Development Costs




The
      Company recognizes the costs associated with developing a website in accordance
      with the American Institute of Certified Public Accountants (“AICPA”) Statement
      of Position (“SOP”) No. 98-1, “ *Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use* ”
and
      the
      Emerging Issues Task Force (EITF) No. 00-2, “ *Accounting
      for Website Development Costs* ”.




Costs
      associated with the website consist primarily of software purchased and
      customized for internal use. These costs are capitalized and are amortized
      based
      on their estimated useful life of three years. Costs incurred to update graphics
      and enter initial product data are expensed as incurred.





Cost
              $
            
            Accumulated
              Amortization
              $
            
            March
                31, 2006
              Net
                Carrying
              Value
              $
            
            December
                31, 2005
              Net
                Carrying
              Value
              $Website
                domain name
            
            300
            
            
            200
            
            
            100
            
            
            125Website
                development costs
            
            6,500
            
            
            4,328
            
            
            2,172
            
            
            2,7136,800
            
            
            4,528
            
            
            2,272
            
            
            2,838




(l)
            Stock-based
                Compensation




Prior
      to
      January 1, 2006, the Company accounted for stock-based awards under the
      recognition and measurement provisions of Accounting Principles Board Opinion
      No. 25, “Accounting for Stock Issued to Employees” using the intrinsic value
      method of accounting, under which compensation expense was only recognized
      if
      the exercise price of the Company’s employee stock options was less than the
      market price of the underlying common stock on the date of grant. Effective
      January 1, 2006, the Company adopted the fair value recognition provisions
      of
      SFAS No. 123R “ *Share
      Based Payments* ”,
      using
      the modified retrospective transition method. The Company has not issued any
      stock options or share based payments since its inception. Accordingly, there
      was no effect on the Company’s reported loss from operations, cash flows or loss
      per share as a result of adopting SFAS No 123R




(m)
            Recent
                Accounting Pronouncements




In
      May
      2005, the Financial Accounting Standards Board (FASB) issued SFAS No. 154, *“Accounting
      Changes and Error Corrections - A Replacement of APB Opinion No. 20 and SFAS
      No.
      3”.* SFAS 154
      changes the requirements for the accounting for and reporting of a change in
      accounting principle and applies to all voluntary changes in accounting
      principle. It also applies to changes required by an accounting pronouncement
      in
      the unusual instance that the pronouncement does not include specific transition
      provisions. SFAS 154 requires retrospective application to prior periods’
financial statements of changes in accounting principle, unless it is
      impracticable to determine either the period-specific effects or the cumulative
      effect of the change. The provisions of SFAS No. 154 are effective for
      accounting changes and correction of errors made in fiscal years beginning
      after
      December 15, 2005. The adoption of this standard is not expected to have a
      material effect on the Company’s results of operations or financial
      position.




In
      December 2004, the FASB issued SFAS No. 153 *,
      “Exchanges of Nonmonetary Assets - An Amendment of APB Opinion No.
      29* ”.
      The
      guidance in APB Opinion No. 29, “ *Accounting
      for Nonmonetary Transactions* ”,
      is
      based on the principle that exchanges of nonmonetary assets should be measured
      based on the fair value of the assets exchanged. The guidance in that Opinion,
      however, included certain exceptions to that principle. SFAS No. 153 amends
      Opinion No. 29 to eliminate the exception for nonmonetary exchanges of similar
      productive assets and replaces it with a general exception for exchanges of
      nonmonetary assets that do not have commercial substance. A nonmonetary exchange
      has commercial substance if the future cash flows of the entity are expected
      to
      change significantly as a result of the exchange. The provisions of SFAS No.
      153
      are effective for nonmonetary asset exchanges occurring in fiscal periods
      beginning after June 15, 2005. Early application is permitted and companies
      must
      apply the standard prospectively. The adoption of this standard did not have
      a
      material effect on the Company’s results of operations or financial
      position.






***Page
          - 9***




Tora
      Technologies Inc.


(A
      Development Stage Company)


Notes
      to
      the Financial Statements


March
      31,
      2006


(expressed
      in U.S. dollars)


(unaudited)





2.
            Summary
                of Significant Accounting Policies
                (continued)





(m)
      Recent Accounting Pronouncements (continued)




The
      FASB
      has also issued SFAS No. 155 “Accounting for Certain Hybrid Financial
      Instruments” and SFAS No. 156 “Accounting for Servicing of Financial Assets”,
      but they will not have any relationship to the operations of the Company.
      Therefore a description and its impact for each on the Company’s operations and
      financial position have not been disclosed.







3.  Related
      Party Balances/Transactions




(a)
            The
                President of the Company provides management services and office
                premises
                to the Company at no charge. These donated services are valued at
                $1,000
                per month and donated office premises are valued at $250 per month.
                A
                total of $3,000 and $750 were charged to operations and recorded
                as
                donated capital for each of the three month periods ended March 31,
                2006
                and 2005.




(b)
            The
                Vice-President of the Company provides internet web hosting services
                to
                the Company at no charge. These donated services are valued at $100
                per
                month. A total of $300 was charged to operations and recorded as
                donated
                capital for the three month period ended March 31,
                2006.








4.  Service
      Rights




The
      Company entered into a Service Agreement (the “Service Agreement”) dated
      November 15, 2005, which superseded an agreement dated October 20, 2003, as
      amended on November 15, 2004 (the “Original Agreement”), with LA Embroidery Inc.
      (“LA”), a company based in Vancouver, Canada, for the non-exclusive rights to
      market LA’s custom embroidery products and services via the Internet expiring
      December 31, 2008. Under the Original Agreement, the Company paid $5,000 and
      issued 250,000 common shares at an estimated fair value of $0.10 per share.
      Under the Service Agreement, the Company is committed to ordering a cumulative
      minimum of $12,000 of LA’s products and services by December 31, 2005
      (fulfilled), a cumulative minimum of $25,000 by December 31, 2006, and a
      cumulative minimum of $50,000 by December 31, 2007. The costs of acquiring
      the
      rights are being amortized on a straight-line basis over the term of the Service
      Agreement.




Cost
              $
            Accumulated
              Amortization
              $
            March
                31, 2006
              Net
                Carrying
              Value
              $
            December
                31, 2005
              Net
                Carrying
              Value
              $Service
                Rights
            30,000
            14,500
            15,500
            17,000








5.  Common
      Shares




On
      January 31, 2006, the Company declared a stock dividend of 6.5 new common shares
      for every one common share outstanding. This resulted in an increase of the
      Company’s issued and outstanding common shares from 5,977,500 to 44,831,250
      common shares. All share amounts have been retroactively adjusted for all
      periods presented.







***Page
          - 10***





**Item
      2. Management’s Discussion and Analysis or Plan of
      Operation.**





THE
      FOLLOWING PRESENTATION OF MANAGEMENT’S DISCUSSION AND ANALYSIS OF TORA
      TECHNOLOGIES INC. SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL STATEMENTS AND OTHER FINANCIAL INFORMATION INCLUDED HEREIN.





**Overview**





Tora
      is a
      development stage company. Tora’s principal business is the marketing of custom
      embroidery products and services via the Internet and its website is located
      at www.teamsportsembroidery.com .
      The
      current status of Tora’s business is that it has commenced initial business
      through the website and is generating nominal initial sales.





**Financial
      Condition**





As
      of
      March 31, 2006, Tora had a cash balance of $30,507 and since inception on July
      14, 2003 Tora has earned revenue of $15,643 and had an accumulated deficit
      of
      $105,064. Management believes that Tora’s current cash will be sufficient to
      fully finance its operations at current and planned levels through September
      30,
      2006.





**Trends,
      Events or Uncertainties Impacting Sales and Liquidity**





Tora’s
      website went online in April 2004, and since then Tora has had 13 sales from
      seven different customers. Tora will need to increase the number of visitors
      to
      its website in order to increase sales and it is uncertain whether Tora’s
      planned advertising activities using Google AdWords will increase the number
      of
      visitors and also increase the number of sales. If Tora is unable to increase
      its sales this will negatively affect its liquidity.





**Internal
      and External Sources of Liquidity**





Tora’s
      internal sources of liquidity will be both sales it achieves through its website
      and loans that may be available to Tora from its directors and officers. In
      the
      past, Ralph Biggar, Tora’s president, has loaned Tora funds and converted these
      loans to equity. Though Tora has no written arrangements with Mr. Biggar, Tora
      expects that Mr. Biggar will provide Tora with internal sources of liquidity
      if
      it is required.





If
      required, Tora’s external sources of liquidity will be private placements for
      equity conducted outside the United States. Tora has not completed any
      definitive arrangements for any external sources of liquidity.





**Material
      Commitments for Capital Expenditures**





Over
      the
      next twelve months, Tora intends to purchase computer and peripheral equipment
      if profit from its sales covers the entire cost of any purchase that management
      plans. Tora is currently using computers and peripheral equipment belonging
      to
      its president and vice-president. If Tora is able to afford to buy computers
      and
      peripheral equipment from its profits, Tora will be able to purchase these
      computers and peripheral equipment from a large number of vendors. The
      peripheral equipment that management believes would be useful for Tora’s
      business would be hardware such as printers and routers.





**Overview
      and Anticipated Expenses**





Tora
      intends to continue to have its outside consultant assist in the preparation
      of
      its quarterly and annual financial statements and have these financial
      statements reviewed by its independent auditor. Tora’s outside consultant
      charges approximately $1,000 to assist in the preparation of Tora’s quarterly
      financial statements and approximately $1,500 to assist in the preparation
      of
      Tora’s annual financial statements. Tora’s independent auditor charges
      approximately $1,250 to review Tora’s quarterly financial statements and
      approximately $4,500 to audit Tora’s annual financial statements. Therefore,
      management has budgeted $12,750 to cover Tora’s accounting and audit
      requirements for the next 12 months.




***Page
          - 11***





Tora
      became a reporting company on March 29, 2005 after its Form SB-2 was declared
      effective by the U.S. Securities and Exchange Commission. As a result, Tora
      files documents with the U.S. Securities and Exchange Commission on a quarterly
      basis. Tora expects to incur legal and filing costs of approximately $1,000
      per
      quarter to support its quarterly and annual filings. Therefore, Tora has
      budgeted $4,000 for legal and filing costs to account for three quarterly
      filings and one annual filing during the next 12 months.





During
      the next 12 months, Tora will hire one or two employees. Tora’s president and
      vice-president are currently handling all aspects of Tora’s business including
      management, web development and order handling. Any new employees would
      telecommute from their homes and would be responsible for the following
      tasks:





•
            Confirmation
                of customer orders through Tora’s website and coordinating fulfillment of
                the orders through LA Embroidery.





•
            Handling
                customer service activities such as responding the customer emails
                and
                telephone calls.





•
            Updating
                of the website to add new products and maintain product descriptions
                and
                pricing.





•
            Verification
                of customer artwork that is uploaded with product
                orders.





•
            Maintain
                sales records.





•
            Manage
                and monitor Tora’s Google AdWords
                account.





•
            Manage
                and monitor Tora’s Paypal account





•
            Monitor
                Tora’s bank account to verify Paypal funds are
                received.





•
            Handle
                customer issues and escalate as required to Tora’s
                president.





Management
      plans on paying any new employees between CDN$10 to CDN$15 per hour. The
      appropriate date to hire new employees will be made when management determines
      that the order flow through Tora’s website is significant enough to support the
      hiring.





Management
      has delayed its plan to use Google AdWords. Management has delayed Tora’s Ad
      Words advertising plan until management understands all the issues related
      to
‘click skewing’ that have been reported by the media. “Click skewing” refers to
      the practice of skewing pay-per-click advertising data by generating
      illegitimate hits.





Also,
      Tora is currently negotiating with Manhattan Assets Corp. for the acquisition
      of
      all of the outstanding shares of Makeup Incorporated, a private Nevada company
      engaged in the e-commerce of makeup products. Terms and conditions of any
      agreement reached will be reported once negotiations have concluded. To date,
      no
      agreement has been signed by the parties and there is no assurance that Tora
      will be able to reach an agreement to acquire Makeup Incorporated from Manhattan
      Assets Corp.





The
      share
      acquisition will subject to the following conditions:





1.
            Tora
                will complete its due diligence on Makeup Incorporated and its
                assets.


2.
            Makeup
                Incorporated will complete its due diligence on Tora.


3.
            Manhattan
                Assets Corp. and Makeup Incorporated will obtain all necessary consents
                for the transfer of beneficial ownership in the domain name.


4.
            The
                parties will agree on a purchase price for the shares of Makeup
                Incorporated.


5.
            Makeup
                Incorporated willbe
                required to produce up to date audited financial statements.


6.
            Tora
                will prepare and file all required documents and information with
                the
                applicable regulatory authorities to give effect to the share
                acquisition.




***Page
          - 12***





The
      parties are currently conducting due diligence on the other party. At this
      time,
      no closing date has been set as the parties continue to negotiate the closing
      terms and conduct their respective due diligence on one another.





If
      Tora
      is able to complete the acquisition with Manhattan Assets Corp., Tora will
      need
      to obtain additional financing over the next twelve months.





**Results
      of Operation**





Revenues





For
      the
      three month period ended March 31, 2006, Tora recorded sales of $343 compared
      with $4,241 for the comparable period the previous year. The reason for the
      drop
      in sales is that Tora currently has a small number of customers and that any
      single order can cause Tora’s sales values to vary significantly. Additionally,
      gross profit from sales for the three month period ended March 31, 2006 was
      $129
      compared with $1,008 for the comparable period the previous year.





For
      the
      period from inception on July 14, 2003, to March 31, 2006, Tora recorded sales
      of $15,643. The gross profit from these sales was $3,383.





Expenses





Expenses
      for the three month period ended March 31, 2006, were $7,889 compared with
      $8,244 for the comparable period the previous year. Professional fee expenses
      decreased to $800 compared with $2,200 for the comparable period the previous
      year. General and administrative expenses increased to $1,280 compared with
      $215
      for the comparable period the previous year. Donated rent remained equal at
      $750
      the same as the comparable period the previous year. Donated services remained
      equal at $3,000 the same as the comparable period the previous year.
      Amortization expenses remained equal at $2,066 the same as the comparable period
      the previous year. Finally, foreign exchange decreased to a loss of $7 compared
      with a gain of $13 for the comparable period the previous year.





Expenses
      for the period from inception on July 14, 2003, to March 31, 2006, were
      $108,447. For this period, Tora expensed $38,854 on professional fees. Tora’s
      president has provided Tora with donated services, which has been expensed
      at
      $32,500 and donated rent which has been expensed at $8,125. Tora had general
      and
      administrative expenses of $9,883, which includes $300 for donated web hosting
      services provided by Tora’s vice-president. Tora had amortization expenses of
      $19,028 and foreign currency expenses of $57.





**Liquidity
      and Capital Resources**





Tora
      had
      working capital of $26,339 as of March 31, 2006, compared with $27,983 as of
      December 31, 2005.





For
      the
      three month period ended March 31, 2006, net cash used in operating activities
      increased to $3,292 compared with $2,847 for the comparable period the previous
      year.





There
      was
      no net cash provided by financing activities for the three month period ended
      March 31, 2006 or for the comparable period the previous year.





Management
      believes that Tora’s current cash will be sufficient to fully finance its
      operations at current and planned levels through September 30, 2006. Management
      intends to manage Tora’s expenses and payments to preserve cash until Tora is
      profitable, otherwise additional financing must be arranged. Specifically such
      cash management actions include donation of rent and services by Tora’s
      directors and officers. Tora’s vice-president will donate Internet web hosting
      to Tora until December 31, 2006 at a hosting facility operated by Aacom
      Communications Corp., a company which is owned and operated by Tora’s
      vice-president. Additionally, Tora’s vice-president will maintain the website
      and add new products to it free of charge to Tora until December 31, 2006.
      This
      donation arrangement is valid with Tora’s vice-president unless Tora makes a
      significant change to its business that causes Tora’s vice president to incur
      substantial costs.




***Page
          - 13***





Tora
      cannot be certain that any required additional financing will be available
      on
      terms favorable to Tora. If additional funds are raised by the issuance of
      its
      equity securities, such as through the issuance of stock, then existing
      shareholders will experience dilution of their ownership interest. If additional
      funds are raised by the issuance of debt or other equity instruments, Tora
      may
      become subject to certain operational limitations, and issuance of such
      securities may have rights senior to those of the then existing holders of
      common stock. If adequate funds are not available or not available on acceptable
      terms, Tora may not be able to fund expansion.





**Critical
      Accounting Policies**





Tora’s
      discussion and analysis of its financial condition and results of operations,
      including the discussion on liquidity and capital resources, are based upon
      its
      financial statements, which have been prepared in accordance with accounting
      principles generally accepted in the United States. The preparation of these
      financial statements requires management to make estimates and judgements that
      affect the reported amounts of assets, liabilities, revenues and expenses,
      and
      related disclosure of contingent assets and liabilities. Actual results could
      differ from those estimates. On an on going basis, management re-evaluates
      its
      estimates and judgments, including but not limited to, those related to revenue
      recognition and collectibility of accounts receivable. Critical accounting
      policies identified are as follows:





Revenue
      Recognition





Tora
      recognizes revenue
      from the sale of custom embroidery products and services through the Internet
      in
      accordance with Securities and Exchange Commission Staff Accounting Bulletin
      No.
      104 (“SAB 104”), “ *Revenue
      Recognition* ”.
      Revenue is recognized only when the price is fixed or determinable, persuasive
      evidence of an arrangement exists, the product is shipped, and collectibility
      is
      reasonably assured .





Foreign
      Currency Translation





Tora’s functional
      and reporting currency is the United States dollar. Monetary assets and
      liabilities denominated in foreign currencies are translated using the exchange
      rate prevailing at the balance sheet date. Gains and losses arising on
      translation or settlement of foreign currency denominated transactions or
      balances are included in the determination of income. Foreign currency
      transactions are primarily undertaken in Canadian dollars. Tora has not, to
      the
      date of the financials statements, entered into derivative instruments to offset
      the impact of foreign currency fluctuation .





Website
      Development Costs





Tora
      recognizes the costs associated with developing a website in accordance with
      the
      American Institute of Certified Public Accountants (“AICPA”) Statement of
      Position (“SOP”) No. 98-1, “ *Accounting
      for the Costs of Computer Software Developed or Obtained for Internal
      Use* ”.
      Relating to website development costs Tora follows the guidance pursuant to
      the
      Emerging Issues Task Force (EITF) No. 00-2, “ *Accounting
      for Website Development Costs”* .





**Item
      3. Controls and Procedures.**





**Disclosure
      Controls and Procedures**





Ralph
      Biggar, Tora’s Chief Executive Officer and Chief Financial Officer, has
      evaluated the effectiveness of Tora’s disclosure controls and procedures (as
      such term is defined in Rules 13a-15 and 15d-15 under the Securities Exchange
      Act of 1934 (the “Exchange Act” )) as of the end of the period covered by this
      quarterly report (the “Evaluation Date”). Based on such evaluation, Mr. Biggar
      has concluded that, as of the Evaluation Date, Tora’s disclosure controls and
      procedures are effective in alerting Tora on a timely basis to material
      information required to be included in its reports filed or submitted under
      the
      Exchange Act.





***Page
          - 14***





**Changes
      in Internal Controls**





During
      the quarter of the fiscal year covered by this report, there were no changes
      in
      Tora’s internal controls or, to Tora’s knowledge, in other factors that have
      materially affected, or are reasonably likely to materially affect, these
      controls and procedures subsequent to the date Tora carried out this evaluation.





**PART
      II - OTHER INFORMATION**





**Item
      1. Legal Proceedings.**





Tora
      is
      not a party to any pending legal proceedings and, to the best of Tora’s
      knowledge, none of Tora’s assets are the subject of any pending legal
      proceedings.





**Item
      2. Unregistered Sales of Equity Securities and Use of
      Proceeds.**





During
      the quarter of the fiscal year covered by this report, (i) Tora did not modify
      the instruments defining the rights of its shareholders, (ii) no rights of
      any
      shareholders were limited or qualified by any other class of securities, and
      (iii) Tora did not sell any unregistered equity securities, except as disclosed
      below regarding Tora’s stock dividend.





Stock
      dividend - February 2006





On
      January 31, 2006, the board of directors of Tora declared a stock dividend
      on
      its outstanding shares of common stock. For every share that a shareholder
      owned
      on February 14, 2006, that shareholder received an additional six and one half
      (6.5) shares on February 16, 2006. On February 17, 2006, the stock dividend
      was
      ex-dividend and Tora’s trading price was adjusted accordingly. The stock
      dividend resulted in an increase of the Tora’s issued and outstanding share
      capital from 5,977,500 shares of common stock to 44,831,250 shares of common
      stock.





**Item
      3. Defaults Upon Senior Securities.**





During
      the quarter of the fiscal year covered by this report, no material default
      has
      occurred with respect to any indebtedness of Tora. Also, during this quarter,
      no
      material arrearage in the payment of dividends has occurred.





**Item
      4. Submission of Matters to a Vote of Security Holders.**





No
      matter
      was submitted to a vote of security holders through the solicitation of proxies
      or otherwise, during the first quarter of the fiscal year covered by this
      report.





**Item
      5. Other Information.**





During
      the quarter of the fiscal year covered by this report, Tora reported all
      information that was required to be disclosed in a report on Form
      8-K.




***Page
          - 15***





**Item
      6. Exhibits**





**(a)**
            **Index
                to and Description of
                Exhibits**





All
      Exhibits required to be filed with the Form 10-QSB are incorporated by reference
      to Tora’s previously filed Form SB-2 and Form 10-KSB.





**Exhibit**
            **Description**
            **Status****3.1**
            Articles
                of Incorporation of Tora Technologies Inc. filed as an Exhibit to
                Tora’s
                Form SB-2 filed on March 5, 2004 and incorporated herein by
                reference.
            Filed**3.2**
            By-Laws
                of Tora Technologies Inc. filed as an Exhibit to Tora’s Form SB-2 filed on
                March 5, 2004 and incorporated herein by reference.
            Filed**4.1**
            Instrument
                Defining the Rights of Security Holders filed as an Exhibit to Tora’s Form
                SB-2 filed on March 5, 2004 and incorporated herein by
                reference.
            Filed**10.1**
            Service
                Agreement between Tora Technologies Inc. and LA Embroidery Inc. dated
                October 20, 2003 filed as an Exhibit to Tora’s Form SB-2 filed on March 5,
                2004 and incorporated herein by reference.
            Filed**10.2**
            Amended
                Service Agreement between Tora Technologies Inc. and LA Embroidery
                Inc.
                dated November 15, 2004 filed as an Exhibit to Tora’s Form SB-2 filed on
                February 4, 2005 and incorporated herein by reference.
            Filed**10.3**
            Amended
                Service Agreement (2ndAmendment) between Tora Technologies Inc. and LA Embroidery Inc.
                dated
                November 15, 2005.
            Filed**31**
            Certifications
                pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
            Included**32**
            Certification
                pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
                906 of
                the Sarbanes-Oxley Act of 2002.
            Included**99.1**
            Code
                of Ethics
            Filed**99.2**
            Audit
                Committee Charter
            Filed**99.3**
            Disclosure
                Committee Charter
            Filed














**SIGNATURES**








In
      accordance with the requirements of the Securities Exchange Act of 1934, Tora
      Technologies Inc. has caused this report to be signed on its behalf by the
      undersigned duly authorized person.





**TORA
      TECHNOLOGIES INC.**









By:
      */s/ Ralph Biggar*


Name:  **Ralph
      Biggar**


Title **:**  **Director,
      CEO and CFO**


Dated:  **May
      16, 2006**








***Page
          - 16***










**Exhibit
      31**

















***Page
          - 17***




**TORA
      TECHNOLOGIES INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**






**CERTIFICATION**






I,
      Ralph
      Biggar, certify that:




1.
 
      I have reviewed this quarterly report on Form 10-QSB of Tora Technologies
      Inc.;




2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      May
      16, 2006




*/s/
      Ralph Biggar*


Ralph
      Biggar


Chief
      Executive Officer




***Page
          - 18***




**TORA
      TECHNOLOGIES INC** **.**


**CERTIFICATIONS
      PURSUANT TO**


**SECTION
      302 OF THE SARBANES-OXLEY ACT OF 2002**




**CERTIFICATION**




I,
      Ralph
      Biggar, certify that:




1.
 
      I have reviewed this quarterly report on Form 10-QSB of Tora Technologies
      Inc.;




2.
      Based
      on my knowledge, this quarterly report does not contain any untrue statement
      of
      a material fact or omit to state a material fact necessary to make the
      statements made, in light of the circumstances under which such statements
      were
      made, not misleading with respect to the period covered by this report;




3.
      Based
      on my knowledge, the financial statements, and other financial information
      included in this report, fairly present in all material respects the financial
      condition, results of operations and cash flows of the small business issuer
      as
      of, and for, the periods presented in this report;




4.
      The
      small business issuer’s other certifying officer(s) and I are responsible for
      establishing and maintaining disclosure controls and procedures (as defined
      in
      Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial
      reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
      small business issuer and have:




(a)
      Designed such disclosure controls and procedures, or caused such disclosure
      controls and procedures to be designed under our supervision, to ensure that
      material information relating to the small business issuer, including its
      consolidated subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this report is being prepared;




(b)
      Designed such internal control over financial reporting, or caused such internal
      control over financial reporting to be designed under our supervision, to
      provide reasonable assurance regarding the reliability of financial reporting
      and the preparation of financial statements for external purposes in accordance
      with generally accepted accounting principles;




(c)
      Evaluated the effectiveness of the small business issuer’s disclosure controls
      and procedures and presented in this report our conclusions about the
      effectiveness of the disclosure controls and procedures, as of the end of the
      period covered by this report based on such evaluation; and




(d)
      Disclosed in this report any change in the small business issuer’s internal
      control over financial reporting that occurred during the small business
      issuer’s most recent fiscal quarter (the small business issuer’s fourth fiscal
      quarter in the case of an annual report) that has materially affected, or is
      reasonably likely to materially affect, the small business issuer’s internal
      control over financial reporting; and




5.
      The
      small business issuer’s other certifying officer(s) and I have disclosed, based
      on our most recent evaluation of internal control over financial reporting,
      to
      the small business issuer’s auditors and the audit committee of the small
      business issuer’s board of directors (or persons performing the equivalent
      functions):




(a)
      All
      significant deficiencies and material weaknesses in the design or operation
      of
      internal control over financial reporting which are reasonably likely to
      adversely affect the small business issuer’s ability to record, process,
      summarize and report financial information; and




(b)
      Any
      fraud, whether or not material, that involves management or other employees
      who
      have a significant role in the small business issuer’s internal control over
      financial reporting.






Date:
      May
      16, 2006




*/s/
      Ralph Biggar*


Ralph
      Biggar


Chief
      Financial Officer




***Page
          - 19***








**Exhibit
      32**










***Page
          - 20***




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**






In
      connection with the Quarterly Report of Tora Technologies Inc. (“Tora”) on Form
      10-QSB for the period ending March 31, 2006 as filed with the Securities and
      Exchange Commission on the date hereof (the “Report”), I, Ralph Biggar,
      President, Chief Executive Officer of Tora and a member of the Board of
      Directors, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of Tora.




*/s/
      Ralph Biggar*


Ralph
      Biggar


Chief
      Executive Officer






May
      16,
      2006




***Page
          - 21***




**CERTIFICATION
      PURSUANT TO**


**18
      U.S.C. SECTION 1350,**


**AS
      ADOPTED PURSUANT TO**


**SECTION
      906 OF THE SARBANES-OXLEY ACT OF 2002**






In
      connection with the Quarterly Report of Tora Technologies Inc. (“Tora”) on Form
      10-QSB for the period ending March 31, 2006 as filed with the Securities and
      Exchange Commission on the date hereof (the “Report”), I, Ralph Biggar, Chief
      Financial Officer of Tora and a member of the Board of Directors, certify,
      pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:




(1)
        The Report fully complies with the requirements of section 13(a) or 15(d)
      of the Securities Exchange Act of 1934; and




(2)
        The information contained in the Report fairly represents, the financial
      condition and result of operations of Tora.






*/s/
      Ralph Biggar*


Ralph
      Biggar


Chief
      Financial Officer






May
      16,
      2006




***Page
          - 22***