**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**









**FORM
      10-QSB/A**


**1** **st** **Amendment**





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





For
      the
      quarterly period ended  **September
      30, 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**








**MAKEUP.COM
                LIMITED**(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.)3388
                Via Lido, Newport Beach, California, 92663(Address
                of principal executive offices)1-866-347-5057(Issuer’s
                telephone number)**Tora
                Technologies Inc.**(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 November 10, 2006**common
                stock - $0.001 par value
            44,831,250





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




Page
          -
          1





**MAKEUP.COM
      LIMITED**





**Form
      10-QSB/A**


**1** **st** **Amendment**





**EXPLANATORY
      NOTE**





Makeup.com
      Limited (formerly Tora Technologies Inc.) is filing this Form 10-QSB/A to amend
      certain sections of its Form 10-QSB for the three and nine months ended
      September 30, 2006. We originally filed our Form 10-QSB for the three and nine
      months ended September 30, 2006 (the “ **Original
      Filing** ”)
      on
      November 14, 2006. We are amending the Original Filing solely to revise Note
      8 -
      Subsequent Events in the Notes to the Consolidated Financial Statements and
      to
      revise Item 2, Management’s Discussion and Analysis to (1) reflect the name
      change from Tora Technologies Inc. to Makeup.com Limited and (2) the Overview
      to
      reflect the transaction as a reverse acquisition instead of as a purchase.





This
      amendment to the Original Filing does not alter any part of the content of
      the
      Original Filing, except for the changes and additional information provided
      in
      this amendment, and this amendment continues to speak as of the date of the
      Original Filing. Makeup.com has not updated the disclosures contained in this
      amendment to reflect any events that occurred at a date subsequent to the filing
      of the Original Filing. The filing of this amendment is not a representation
      that any statements contained in the Original Filing or this amendment are
      true
      or complete as of any date subsequent to the date of the Original Filing. This
      amendment does not affect the information originally set forth in the Original
      Filing, the remaining portions of which have not been amended. Accordingly,
      this
      Form 10-QSB/A should be read in conjunction with Makeup.com’s filings made with
      the SEC subsequent to the filing of the original Form 10-QSB on November 14,
      2006 (SEC Accession No. 0001104540-06-000277).





Page
          -
          2





**PART
      I - FINANCIAL INFORMATION**





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







**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**FINANCIAL
      STATEMENTS**


**AS
      AT SEPTEMBER 30, 2006 AND DECEMBER 31, 2005**


**AND**


**FOR
      THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND
      2005**


**AND
      FOR THE PERIOD JULY 14, 2003 (INCEPTION) TO SEPTEMBER 30,
      2006**





**UNAUDITED**







**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****SEPTEMBER
                  30, 2006 AND DECEMBER 31,
                  2005****UNAUDITED**
  **September
                  30,**
              
              **December
                  31,****2006**
              
              **2005****ASSETS****CURRENT
                  ASSETS**Cash
              $
              6,383
              
              $
              33,799Other
                  receivable
              
              1,462
              
              
              -Prepaid
                  expenses
              
              95
              
              
              8507,940
              
              
              34,649Service
                  rights, net of $0 and $13,000 accumulated amortization
              
              -
              
              
              17,000Web
                  site development costs, net of $0 and $3,962accumulated
                  amortization
              
              -
              
              
              2,838**TOTAL
                  ASSETS**
              $
              7,940
              
              $
              54,487**LIABILITIES
                  AND STOCKHOLDERS' (DEFICIT) EQUITY****CURRENT
                  LIABILITIES**Accounts
                  payable and accrued liabilities
              $
              23,965
              
              $
              6,666Commitments
                  and Contingencies**STOCKHOLDERS'
                  (DEFICIT) EQUITY**Common
                  stock $0.001 par value, 75,000,000 authorized; 44,831,250issued
                  and outstanding at September 30, 2006 and December 31,
                  2005
              
              44,831
              
              
              44,831Additional
                  paid in capital
              
              108,394
              
              
              100,294Deficit
                  accumulated during the development stage
              
              (169,250
              )
              
              (97,304
              )**Total
                  Stockholders' (Deficit) Equity**
              
              (16,025
              )
              
              47,821**TOTAL
                  LIABILITIES AND STOCKHOLDERS' EQUITY**
              $
              7,940
              
              $
              54,487The
                  accompanying notes are an integral part of these financial
                  statements








Page
          -
          4




**TORA
                  TECHNOLOGIES INC.****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF OPERATIONS****FOR
                  THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND 2005
                  AND FOR THE PERIOD****FROM
                  JULY 14, 2003 (INCEPTION) TO SEPTEMBER 30,
                  2006****UNAUDITED**
  **From****Three
                  Months Ended**
              
              
              **Nine
                  Months Ended**
              
              
              **July
                  14, 2003****September
                  30,**
              
              
              **September
                  30,**
              
              
              **(Inception)
                  to****2006**
              
              
              **2005**
              
              
              **2006**
              
              
              **2005**
              
              
              **September
                  30, 2006**Operating
                  expenses:General
                  and administrative
              
              $
              15,315
              
              $
              -
              
              $
              15,315
              
              $
              -
              
              $
              15,315Loss
                  from continuing operations
              
              
              (15,315
              )
              
              -
              
              
              (15,315
              )
              
              -
              
              
              (15,315
              )Discontinued
                  operations:Net
                  loss - embroidery business (net of $0 tax effect)
              
              
              5,662
              
              
              8,244
              
              
              56,631
              
              
              27,023
              
              
              153,935Loss
                  from discontinued operations
              
              
              (5,662
              )
              
              (8,244
              )
              
              (56,631
              )
              
              (27,023
              )
              
              (153,935
              )Net
                  loss for the period
              
              $
              (20,977
              )
              $
              (8,244
              )
              $
              (71,946
              )
              $
              (27,023
              )
              $
              (169,250
              )Net
                  loss per share - basic and diluted:Continuing
                  operations
              
              $
              (0.01
              )
              $
              (0.00
              )
              $
              (0.00
              )
              $
              (0.00
              )Discontinued
                  operations
              
              
              (0.00
              )
              
              (0.01
              )
              
              (0.01
              )
              
              (0.01
              )Total
                  net loss per share
              
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )
              $
              (0.01
              )Weighted
                  average number of shares outstanding - basic and diluted
              
              
              44,831,250
              
              
              44,831,250
              
              
              44,831,250
              
              
              44,831,250


The
        accompanying notes are an integral part of these financial
        statements




Page
          -
          5


**TORA
                  TECHNOLOGIES INC.****(A
                  DEVELOPMENT STAGE COMPANY)****STATEMENTS
                  OF CASH FLOWS****FOR
                  THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND 2005****AND
                  FOR THE PERIOD FROM JULY 14, 2003 (INCEPTION) TO SEPTEMBER 30,
                  2006****UNAUDITED**
  **From****July
                  14, 2003****(Inception)
                  to****2006**
              
              
              **2005**
              
              
              **September
                  30, 2006**Cash
                  flows from operating activitiesNet
                  loss
              
              $
              (71,946
              )
              $
              (27,023
              )
              $
              (169,250
              )Adjustments
                  to reconcile net loss to net cash used in operating
                  activities:Amortization
                  of service agreement
              
              
              3,000
              
              
              3,000
              
              
              16,000Charge
                  for impairment of service rights
              
              
              14,000
              
              
              -
              
              
              14,000Amortization
                  of website development costs
              
              
              1,132
              
              
              3,198
              
              
              5,094Charge
                  for impairment of website development costs
              
              
              1,706
              
              
              -
              
              
              1,706Donated
                  services and rent
              
              
              8,100
              
              
              11,250
              
              
              45,475Changes
                  in operating assets and liabilities:Other
                  receivable
              
              
              (1,462
              )
              
              -
              
              
              (1,462
              )Prepaid
                  expenses
              
              
              755
              
              
              400
              
              
              (95
              )Accounts
                  payable and accrued liabilities
              
              
              17,299
              
              
              (2,656
              )
              
              23,965Net
                  cash used in operating activities
              
              
              (27,416
              )
              
              (11,831
              )
              
              (64,567
              )Cash
                  flows from investment activities:Purchase
                  of service rights
              
              
              -
              
              
              -
              
              
              (5,000
              )Website
                  development costs
              
              
              -
              
              
              -
              
              
              (6,800
              )Net
                  cash used in investment activities
              
              
              -
              
              
              -
              
              
              (11,800
              )Cash
                  flows from financing activities:Advances
                  from related party
              
              
              -
              
              
              -
              
              
              9,500Issuance
                  of common stock for cash
              
              
              -
              
              
              -
              
              
              73,250Cash
                  flows from financing activities
              
              
              -
              
              
              -
              
              
              82,750(Decrease)
                  increase in cash
              
              
              (27,416
              )
              
              (11,831
              )
              
              6,383Cash
                  at the beginning of the period
              
              
              33,799
              
              
              48,779
              
              
              -Cash
                  at the end of the period
              
              **$**
              **6,383**
              
              **$**
              **36,948**
              
              **$**
              **6,383**Supplemental
                  disclosure of non-cash investing and financing activities:Cash
                  paid during the period:Taxes
              
              $
              -
              
              $
              -
              
              $
              -Interest
              
              $
              -
              
              $
              -
              
              $
              -Non-cash
                  financing transactions:Increase
                  in additional paid in capital from related parties
              
              $
              8,100
              
              $
              11,250
              
              $
              45,475Common
                  stock issued for settlement of debt
              
              $
              -
              
              $
              -
              
              $
              9,500Common
                  stock issued for Service Agreement
              
              $
              -
              
              $
              -
              
              $
              25,000


The
        accompanying notes are an integral part of these financial
        statements







Page
          -
          6




**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006 AND 2005**


**UNAUDITED**





**NOTE
      1 - NATURE OF OPERATIONS AND BASIS OF PRESENTATION**





**Nature
      of operations**





Tora
      Technologies Inc. (the “Company”) was incorporated in the State of Nevada on
      July 14, 2003 and is based in Vancouver, British Columbia, Canada. The Company's
      principal business was the marketing of custom embroidery products and services
      through the Internet. On July 6, 2006, the Company cancelled their Service
      Contract thereby discontinuing their business of marketing custom embroidery
      products and services through the Internet. (Notes 5, 7 and 8)





**Development
      stage**





These
      financial statements and related notes are presented in accordance with
      accounting principles generally accepted in the United States of America, and
      are expressed in United States 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 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 cash 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 acquiring a new viable business is dependent upon the
      continued financial support from its shareholders; the ability of the Company
      to
      obtain sufficient debt or equity financing to continue operations; and, the
      attainment of profitable operations. (Note 8)





**Basis
      of Presentation**





The
      unaudited financial statements included herein have been prepared in accordance
      with generally accepted accounting principles for interim financial information
      and with the instructions to Form 10-QSB and Item 310(b) of Regulation S-B.
      In
      the opinion of management, all adjustments (consisting of normal recurring
      accruals) considered necessary for a fair presentation have been included.
      Operating results for the three month and nine month periods ended September
      30,
      2006 and 2005 are not necessarily indicative of the results that may be expected
      for any interim period or the entire year. For further information, these
      consolidated financial statements and the related notes should be read in
      conjunction with the Company’s audited financial statements for the year ended
      December 31, 2005 included in the Company’s annual report on Form
      10-KSB.




**Accounting
      Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America 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 reporting period. Actual results could differ from those
      estimates.











Page
          -
          7




**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006 AND 2005**


**UNAUDITED**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES**





**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.





**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





**Long-Lived
      Assets**





Statement
      of Financial Accounting Standards No. 144 “Accounting for the Impairment or
      Disposal of Long-Lived Assets” (“SFAS 144”) requires the recognition of an
      impairment loss on long-lived assets if the carrying amount exceeds its fair
      value, as determined using undiscounted cash flows expected to result from
      the
      use and eventual disposition of the asset. During the nine month period ended
      September 30, 2006, it was determined that the service rights and the website
      development costs were impaired due to the discontinuance of the embroidery
      business. As a result of this assessment impairment losses of $14,000 and
      $1,706, respectively, have been included in discontinued operations. (Notes
      5
      and 7)





**Discontinued
      Operations**





SFAS
      No.
      146 “Accounting for Costs Associated with Exit or Disposal Activities” requires
      that costs associated with exit or disposal activities be recognized when the
      costs are incurred, rather than at the date of commitment of an exit or disposal
      plan. Under SFAS No. 146, a liability related to an exit or disposal activity
      is
      not recognized, or measured initially at fair value, until such liability has
      actually been incurred.





The
      Company’s termination of their embroidery business and cancellation of their
      embroidery Service Contract on July 6, 2006, resulted in the Company
      reclassifying and disclosing separately, costs associated with this disposal
      on
      the Statements of Operations for the nine month periods ended September 30,
      2006
      and 2005. (Notes 5 and 7)





Page
          -
          8


**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006 AND 2005**


**UNAUDITED**





**NOTE
      2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued**





In
      May
      2005, the FASB issued SFAS No. 154 (“SFAS 154”), “Accounting Changes and Error
      Corrections”. This statement, which replaces APB Opinion No. 20, “Accounting
      Changes”, and FASB Statement No. 3, “Reporting Accounting Changes in Interim
      Financial Statements”, requires that a voluntary change in accounting principle
      be applied retrospectively to all prior period financial statements presented,
      unless it is impracticable to do so. SFAS 154 also provides that a change in
      method of depreciating or amortizing a long-lived non-financial asset be
      accounted for as a change in estimate effected by a change in accounting
      principle, and also provides that correction of errors in previously issued
      financial statements should be termed a “restatement”. SFAS 154 is effective for
      fiscal years beginning after December 15, 2005. Adoption of SFAS 154 did not
      have a material impact on the Company’s financial condition or results of
      operations.





In
      February 2006, the FASB issued SFAS No. 155 “Accounting for Certain Hybrid
      Financial Instruments - an amendment of FASB Statements No. 133 and 140”. This
      Statement amends FASB Statements No. 133, “Accounting for Derivative Instruments
      and Hedging Activities”, and No. 140, “Accounting for Transfers and Servicing of
      Financial Assets and Extinguishments of Liabilities”. This Statement resolves
      issues addressed in Statement 133 Implementation Issue No. D1, “Application of
      Statement 133 to Beneficial Interests in Securitized Financial Assets.” This
      statement is effective for all financial instruments acquired or issued after
      the beginning of an entities first fiscal year that begins after September
      15,
      2006. Adoption of SFAS No. 155 is not expected to have a material effect on
      the
      Company’s results of operations, financial condition or cash flows.





In
      March 2006, the FASB issued SFAS No. 156, “Accounting for Servicing of
      Financial Assets — an amendment of FASB Statement No. 140.” SFAS
      No. 156 amends SFAS No. 140, “Accounting for Transfers and Servicing
      of Financial Assets and Extinguishment of Liabilities,” with respect to
      accounting for separately recognized servicing assets and servicing liabilities.
       SFAS No. 156 is effective for fiscal years that begin after
      September 15, 2006, with early adoption permitted as of the beginning of an
      entity’s fiscal year. The Company does not have any servicing assets or
      servicing liabilities and, accordingly, the adoption of SFAS No. 156 is not
      expected to have a material effect on the Company’s results of our operations,
      financial condition or cash flows.





**NOTE
      3 - GOING CONCERN**





The
      Company was in the business of marketing custom embroidery products and services
      through the internet until July 6, 2006, when the Company’s embroidery Service
      Contract was cancelled by mutual consent. At September 30, 2006, the Company
      had
      accumulated a deficit of $169,250 since inception and additional financing
      will
      be required by the Company to fund and support its operations. These factors
      raise substantial doubt about the Company’s ability to continue as a going
      concern. Management plans to mitigate its losses in future years by reducing
      its
      operating expenses and through its new business opportunity. However, there
      is
      no assurance that the Company will be able to obtain additional financing,
      reduce their operating expenses or that their new business opportunity will
      be
      successful. The accompanying financial statements do not include any adjustments
      that might be necessary if the Company is unable to continue as a going concern.
      (Note 8)







Page
          -
          9


**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006 AND 2005**


**UNAUDITED**





**NOTE
      4 - RELATED PARTY TRANSACTIONS**





The
      President of the Company provided management services and office premises to
      the
      Company at no charge until July 6, 2006, the date the embroidery business ceased
      to operate. These donated management services were valued at $1,000 per month
      and the donated office premises were valued at $250 per month. During the nine
      months ended September 30, 2006 and 2005, a total of $7,500 and $11,250,
      respectively, were charged to operations and recorded in additional paid in
      capital.




The
      Vice-President of the Company provided internet web hosting services to the
      Company at no charge until July 6, 2006, the date the embroidery business ceased
      to operate. These donated services were valued at $100 per month. For the nine
      months ended September 30, 2006 and 2005, $600 and $0, respectively, were
      charged to operations and recorded in additional paid in capital.





**NOTE
      5 - 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 was 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 were being amortized on a straight-line basis over the term of the
      Service Agreement.





On
      July
      6, 2006, the Service Agreement was cancelled. On cancellation of the Service
      Agreement an impairment loss of $14,000 was recorded as part of discontinued
      operations for the nine months ending September 30, 2006. (Notes 2 and
      7)




Cost
            Accumulated
              Amortization
              and
                Impairment
            September
                30, 2006
              Net
                Carrying
              Value
            December
                31, 2005
              Net
                Carrying
              ValueService
                Rights
            $
                30,000
            $
                (30,000)
            $
                -
            $
                17,000








**NOTE
      6 - COMMON STOCK**





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. All
      share amounts have been retroactively adjusted for all periods
      presented.








Page
          -
          10




**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006 AND 2005**


**UNAUDITED**





**NOTE
      7 - DISCONTINUED OPERATIONS**





On
      July
      6, 2006, the Company cancelled their Service Agreement thereby discontinuing
      their business of marketing custom embroidery products and services through
      the
      internet. Cancellation of the service contract resulted in a loss from
      discontinued operations for the nine months ending September 30, 2006 of $56,631
      which included a net loss from the embroidery business of $40,925 (net of $0
      tax
      effect), a charge for impairment of service rights of $14,000 and a charge
      for
      impairment of website development costs of $1,706. For the nine months ended
      September 30, 2005, the loss from discontinued operations was $27,023. (Notes
      1,
      2 and 5)





**NOTE
      8 - SUBSEQUENT EVENTS**





**Change
      of name**





On
      November 21, 2006, the Company changed its name to Makeup.com
      Limited.





**Increase
      of Authorized Capital**





On
      November 21, 2006, the Company’s authorized common stock increased from
      75,000,000 to 200,000,000 common shares. The par value of $0.001 remained the
      same.





**Change
      of control**





On
      November 2, 2006, the sole director and officer of the Company resigned and
      two
      new directors and officers were appointed.





**Business
      Acquisition**





On
      October 20, 2006, the Company entered into an asset purchase agreement with
      Manhattan Assets Corp. (“Manhattan” or “the Seller”) whereby they acquired: 100%
      of the issued and outstanding shares of common stock of Makeup Incorporated
      (“Makeup”), a corporation registered under the laws of the State of Nevada, and
      Navision software in exchange for cash of $1 and an assignment of debt, to
      the
      Company, in the amount of $216,107, that Manhattan owed to Makeup.





As
      a
      result of a change in control of the Company’s controlling shareholder and
      because Makeup is the larger corporation , the acquisition will be accounted
      for
      as a reverse acquisition, with the Company’s net assets recorded at fair value
      and the results of the Company’s operations included in the consolidated
      financial statements from the date of acquisition.





The
      following condensed consolidated financial statements illustrate the effect
      of
      the acquisition (“pro forma”) on the Company’s financial position and results of
      operations. The condensed consolidated balance sheet as of September 30, 2006
      is
      based on the  balance sheets of the Company and Makeup as of that date and
      assumes the acquisition took place on that date. The condensed consolidated
      statements of operations for the year ended December 31, 2005 and the nine
      months ended September 30, 2006 are based on the historical statements of
      operations of the Company and Makeup for those periods. The pro forma condensed
      consolidated statements of operations assume the acquisition took place on
      January 1, 2005.








Page
          -
          11


**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006 AND 2005**


**UNAUDITED**





**NOTE
      8 - SUBSEQUENT EVENT, continued**





The
      pro
      forma condensed consolidated financial statements may not be indicative of
      the
      actual results of the acquisition. In particular, the pro forma condensed
      consolidated financial statements are based on management’s current estimate of
      the allocation of the purchase price, the actual allocation of which may
      differ.





The
      accompanying condensed consolidated pro forma financial statements should be
      read in connection with the Company’s Form 8-K/A filed on March 12,
      2007.





The
      following unaudited pro forma financial data does not purport to represent
      what
      the Company’s results from continuing operations would actually have been had
      transactions in fact occurred as of an earlier date, or project the results
      for
      any future date or period. The following condensed consolidated pro forma
      financial statements are based on the following September 30, 2006,
      information:




(a)
      $16,026 in costs in excess of net assets acquired and all of the additional
      paid
      in capital of $108,394 allocated to stockholders’ deficit.





(b)
      Acquisition of the Navision software for $216,107, resulted in an impairment
      charge against fixed assets of $123,016, because fair value of these assets
      was
      deemed to be $93,091.





(c)
      In
      connection with the acquisition, Manhattan entered into a transfer agreement
      with Makeup whereby Manhattan transferred the domain name www.makeup.com (“domain
      name”) to Makeup in exchange for a promissory note dated October 13, 2006 in the
      amount of $333,333. This note is unsecured, bears interest at 8% and the
      principle and interest are due on demand. Due to Makeup acquiring the domain
      name from a company sharing a common director, the domain name was transferred
      at the historical cost on Manhattan’s books of $333,333.








Pro
      Forma
      Balance Sheet (unaudited)


September
                30, 2006Other
                current assets
            $
                35,793Inventory
            
            259,682Prepaid
                expenses and deposits
            
            106,818Fixed
                assets
            
            128,979Intangible
                asset - domain name
            
            333,333Total
                assets
            $
            864,605Accounts
                payable and accrued liabilities
            $
            110,989Advances
                payable
            
            857,892Due
                to related parties
            
            1,412,628Note
                payable to related party
            
            333,333Total
                liabilities
            
            2,714,842Stockholder's
                deficit
            
            (1,850,237
            )Total
                liabilities and stockholder's deficit
            $
            864,605








Page
          -
          12


**TORA
      TECHNOLOGIES INC.**


**(A
      DEVELOPMENT STAGE COMPANY)**


**NOTES
      TO THE FINANCIAL STATEMENTS**


**SEPTEMBER
      30, 2006 AND 2005**


**UNAUDITED**





**NOTE
      8 - SUBSEQUENT EVENT, continued**





Pro
      Forma Statements of Operations (unaudited)





Nine
                months ended September 30,
              2006
            
            Twelve
                months ended
              December
                31,
              2005Sales
            $
            146,407
            
            $
            79,998Cost
                of sales
            
            111,242
            
            
            50,106Gross
                profit
            
            35,165
            
            
            29,892Administrative
                expenses
            
            728,609
            
            
            754,408Charge
                for impairment of fixed assets
            
            -
            
            
            123,016Total
                operating expenses
            
            728,609
            
            
            877,424Loss
                from continuing operations
            
            (693,444
            )
            
            (847,532
            )Discontinued
                operations:Net
                loss - embroidery business
              (net
                of $0 tax effect)
            
            (56,631
            )
            
            (38,312
            )Net
                loss
            $
            (750,075
            )
            $
            (885,844
            )Net
                loss per share - basic and diluted:Continuing
                operations
            $
            (0.02
            )
            $
            (0.02
            )Discontinued
                operations
            
            (0.00
            )
            
            (0.00
            )Net
                loss per share
            $
            (0.02
            )
            $
            (0.02
            )Weighted
                average number of shares
            
            44,831,250
            
            
            44,831,250








Page
          -
          13


**Item
      2. Management’s Discussion and Analysis of Financial Condition or Results of
      Operations.**





THE
      FOLLOWING IS A DISCUSSION AND ANALYSIS THAT MANAGEMENT BELIEVES IS RELEVANT
      TO
      AN ASSESSMENT AND UNDERSTANDING OF THE RESULTS OF OPERATIONS AND FINANCIAL
      CONDITION OF MAKEUP.COM LIMITED (FORMERLY TORA TECHNOLOGIES INC.) (“MAKEUP.COM”
OR THE “COMPANY”) FOR THE THREE AND NINE MONTH PERIODS ENDED SEPTEMBER 30, 2006
      AND 2005. THE FOLLOWING SHOULD BE READ IN CONJUNCTION WITH THE FINANCIAL
      STATEMENTS AND RELATED NOTES APPEARING ELSEWHERE HEREIN AND MANAGEMENT’S
      DISCUSSION AND ANALYSIS INCLUDED IN MAKEUP’S ANNUAL REPORT ON FORM 10-KSB FOR
      THE YEAR ENDED DECEMBER 31, 2005.





**Overview**





Until
      July 6, 2006, we were in the early stages of development and our principal
      business was the marketing of custom embroidery products and services over
      the
      internet. On July 6, 2006, we cancelled our embroidery Service Agreement and
      as
      such we are no longer in the business of marketing custom embroidery products
      and services over the internet.





On
      October 20, 2006, we entered into an asset purchase agreement with Manhattan
      Assets Corp. (“Manhattan”) whereby we acquired:




(a)
              100%
                    of the issued and outstanding common stock of Makeup Incorporated
                    (“Makeup”), a corporation registered under the laws of the State of
                    Nevada.




(b)
            Navision
                  software.





In
      exchange for:





(a)
            cash
                of $1 and,





(b)
            an
                assignment of debt to us, in the amount of US$216,107 that Manhattan
                owed
                to Makeup.





As
      a
      result of a change in our controlling shareholder and because Makeup is the
      larger corporation, the acquisition has been accounted for as a reverse
      acquisition, with our net assets recorded at fair value and the results of
      our
      operations included in the consolidated financial statements from the date
      of
      acquisition (October 20, 2006).





In
      the
      subsequent event note to our September 30, 2006 consolidated financial
      statements we have included the pro forma effect of our October 20, 2006
      acquisition of Makeup, as though the acquisition of Makeup had occurred on
      September 30, 2006. If the acquisition had occurred on September 30, 2006,
      the
      pro forma effect on our financial statements would have resulted
      in:





(a)
      $16,026 in costs in excess of net assets acquired and all of the additional
      paid
      in capital of $108,394 allocated to stockholders’ deficit.





(b)
      an
      impairment charge of $123,016 taken against the acquisition of Navision software
      in the amount of $216,107, because fair value of these assets was deemed to
      be
      $93,091, which was the net book value on Manhattan’s books at September 30,
      2006.





(c)
      Manhattan’s transfer of the domain name www.makeup.com (“domain
      name”) to Makeup in exchange for a promissory note dated October 13, 2006 in the
      amount of $333,333. Due to Makeup and Manhattan sharing a common director,
      the
      domain name was transferred at Manhattan’s historical cost of $333,333 This note
      is unsecured, bears interest at 8% and the principal and interest are due on
      demand.




Page
          -
          14





The
      subsequent event note in our accompanying financial statements illustrates
      the
      effect of the acquisition (“pro forma”) on our financial position and results of
      operations. The condensed consolidated pro forma balance sheet as of September
      30, 2006 is based on our  balance sheet and the consolidated balance sheet
      of Makeup as of that date and assumes the acquisition took place on that date.
      The condensed consolidated pro forma statements of operations for the year
      ended
      December 31, 2005 and the nine months ended September 30, 2006 are based on
      our
      historical statements of operations and the historical consolidated statements
      of operations of Makeup for those periods. The pro forma condensed consolidated
      statements of operations assumes the acquisition took place on January 1,
      2005.





The
      pro
      forma condensed consolidated financial statements that are included in our
      subsequent event note, may not be indicative of the actual results of the
      acquisition. In particular, the pro forma condensed consolidated financial
      statements are based on our current estimate of the allocation of the purchase
      price, the actual allocation of which may differ.





The
      financial statements should be read in connection with our historical financial
      statements and with Makeup’s 8-K/A filed on March 12, 2007.





Makeup
      was incorporated on February 12, 2004 in the state of Nevada for the purpose
      of
      selling beauty products, such as makeup and perfume (“cosmetics”) on the
      Makeup.com website, to customers residing in the United States. On September
      17,
      2004, Online Makeup Inc. (“Online“) was incorporated under the laws of the
      Province of British Columbia in Canada as a wholly owned subsidiary of Makeup.
      Online operates as a fulfillment house where Makeup’s cosmetics are warehoused,
      shipped and received.





From
      February 12, 2004 to June 2005, Makeup was developing the Makeup.com website,
      sourcing beauty products and setting up the warehouse and corporate operations.
      In June 2005, Makeup commenced selling beauty products on the Makeup.com website
      to customers in the United States.





Makeup.com
      and its subsidiaries Makeup and Online mean “we”, “us” or “our” and will be
      referred to as such throughout the balance of this document.





We
      are
      currently selling cosmetics to customers residing in the United States; however
      we are planning on expanding our market to other countries such as Canada and
      the United Kingdom within the next year. Our intention is to continually add
      countries until we are selling cosmetics worldwide.





We
      are
      presently considering closing the warehouse in British Columbia and contracting
      with a fulfillment warehouse in Washington State. We expect this move will
      reduce operating costs, because we will be able to wind up Online thereby
      reducing our administrative workload, reducing our staff and cross border
      shipping charges. This move would enable us to better utilize our resources
      to
      achieve our goal of selling cosmetics worldwide as well as enabling us to add
      more products.





At
      the
      present time, we are making the following changes to our web site:


**(a)**
            adding
                a wider range of products,


**(b)**
            making
                it easier to maneuver through the
                site,


**(c)**
            simplifying
                the check out process,


**(d)**
            improving
                and simplifying the setting up and functionality of customer accounts
                and


**(e)**
            making
                the necessary changes for search engine
                optimization.





On
      November 21, 2006, we changed our name to Makeup.com Limited and increased
      our
      authorized capital from 75,000,000 common shares to 200,000,000 commons shares
      with a par value of $0.001.





We
      have
      accumulated a deficit of approximately $170,000 to September 30, 2006.
      Additional financing will be required to carry out our plans to expand our
      product lines and sell our beauty products worldwide, until such time as we
      achieve positive cash flows from operations. Based upon current plans, we expect
      to incur operating losses in future periods, which we plan to mitigate through
      additional debt or equity financing. We believe we will be able to fund our
      operations for at least the next twelve months through private loans and equity
      financing. Failure to generate sufficient revenues or raise sufficient working
      capital could adversely affect our ability to achieve our business objectives.




Page
          -
          15





There
      is
      no assurance that we will be able to achieve positive cash flows from operations
      or be able to obtain additional debt or equity financing. Our financial
      statements do not include any adjustments that might result from the outcome
      of
      these uncertainties.





**Financial
      Condition**





During
      the nine months ended September 30, 2006, we had a net loss of $71,946,
      including a loss from discontinued operations of $56,631. As of September 30,
      2006, we had a cash balance of $6,383, other receivable of $1,462 and prepaid
      expenses of $95. When these current assets are offset against our current
      obligations of $23,965 in accounts payable and accrued liabilities we are left
      with a working capital deficit of $16,025.





We
      believe that our cash and cash equivalents as of the date of this filing are
      inadequate to satisfy our working capital needs for the next year. Over the
      next
      six months we plan to reduce operating costs by closing down Online and hiring
      a
      United States based fulfillment house to warehouse, ship and receive our
      inventory. This change will remove the overhead expenses of running a warehouse
      (provided we can sublet our warehouse space) and alleviate our cross border
      shipping problems. We will incur additional costs due to subcontracting with
      an
      external fulfillment house; however we believe these costs will be less than
      what our current fulfillment facility is costing us. We also plan to decrease
      our use of drop shippers which will assist in reducing our shipping costs.
      We
      expect that these reductions in operating expenses will be more than offset
      with
      increases in consulting, administrative, professional and marketing fees as
      we
      implement our marketing and website programming improvements. We expect revenues
      to continue to increase due to website programming improvements which
      improvements are leading to a continually increasing number of visitors to
      the
      Makeup.com website as well as a larger, more diverse selection of merchandise.





We
      do not
      believe our web based cosmetic revenues will be sufficient to satisfy our
      operational and working capital requirements, for the foreseeable future. In
      order to meet our working capital requirements for the next year we have to
      continue to raise funds through private loans and advances, private placements
      of our common shares and the issuance of shares for debt.





We
      anticipate continuing to rely on equity sales and private placement of our
      common shares or the issuance of convertible debt to fund our operations over
      the next year. The issuance of any additional shares will result in dilution
      to
      existing shareholders of the Company.





We
      are
      not currently conducting any research and development activities. However due
      to
      our acquisition of Makeup we anticipate conducting research and development
      activities in the future in order to meet the continually changing needs of
      our
      customers and suppliers in terms of both our product mix and our web site.





Our
      independent auditors have added an explanatory paragraph to our audited
      financial statements for the fiscal year 2005, which states that:





We
      are 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.
      The
      financial statements were prepared on a going concern basis, which implies
      that
      we will continue to realize our assets and discharge our liabilities in the
      normal course of business. We have never paid any dividends and are unlikely
      to
      pay any dividends or generate earnings in the immediate or foreseeable future.
      Our continuation as a going concern and our ability to emerge from the
      development stage with respect to any planned principal business activity is
      dependent upon the continued financial support of our shareholders, our ability
      to obtain necessary equity financing to continue operations and the attainment
      of profitable operations. We can not guarantee that we will be able to raise
      any
      equity financing or sell any products or services at a profit. At December
      31,
      2005, we had working capital of $27,983 and had accumulated losses of $97,304
      since inception. Our 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 we be unable to continue as a
      going concern. These factors raise substantial doubt regarding our ability
      to
      continue as a going concern.




Page
          -
          16





**Related-Party
      Transactions**





Our
      former President provided management services and office premises to us at
      no
      charge until July 6, 2006, the date our embroidery business ceased to operate.
      These donated management services were valued at $1,000 per month and the
      donated office premises were valued at $250 per month. During the nine months
      ended September 30, 2006 and 2005, a total of $7,500 and $11,250, respectively,
      were charged to operations and recorded in additional paid in
      capital.





Our
      former Vice-President provided internet web hosting services to us at no charge
      until July 6, 2006, the date our embroidery business ceased to operate. These
      donated services were valued at $100 per month. For the nine months ended
      September 30, 2006 and 2005, $600 and $0, respectively, were charged to
      operations and recorded in additional paid in capital.





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





On
      July
      6, 2006, we cancelled our contract with LA embroidery and as such do not have
      an
      embroidery supplier and ceased to be in the embroidery business. On October
      20,
      2006 we acquired Makeup, a company which has been selling beauty products,
      such
      as makeup and perfume (“cosmetics”) on the Makeup.com website, to customers
      residing in the United States since June 2005. The sale of cosmetics over the
      internet is a highly competitive business because there are other cosmetics
      companies that have been selling beauty products over the internet for many
      years. Many of these companies have well established relationships with
      suppliers and customers. In order to gain market share through marketing
      campaigns, increase our selection of products and streamline our website we
      believe our operating costs over the next year will be approximately $300,000
      per quarter. We can not guarantee that our marketing program or website
      improvements will increase sales or that we will be able to source out new
      suppliers and increase our product lines, nor can we be sure that our business
      will not be effected by future enactment of laws or government regulations.





**Internal
      and External Sources of Liquidity**





Our
      internal sources of liquidity will be loans that may be available to us from
      our
      directors and officers.





Our
      external source of liquidity will be loans, advances and the private placements
      for equity conducted outside the United States. At the present time we have
      not
      completed any definitive arrangements for any external sources of
      liquidity.





**Material
      Commitments for Capital Expenditures**





Over
      the
      next twelve months, we will be focusing our attention on our cosmetics business.
      At the present time we are not committed to making any capital expenditures.





**Overview
      and Anticipated Expenses**





We
      expect
      our operating costs to increase due to the acquisition of our cosmetics
      business. We expect our consulting costs to increase the most because we are
      using outside consultants to; assist in the preparation of our quarterly and
      annual financial statements, continue upgrading and developing our website
      and
      establish and monitor our marketing programs We expect these additional
      consulting fees coupled with additional costs associated with administering
      and
      operating Makeup.com and meeting our regulatory requirements to increase to
      approximately $300,000 per quarter.








Page
          -
          17








**COMPARISON
      OF THE NINE MONTH PERIODS ENDED SEPTEMBER 30, 2006 AND
      2005.**





**Overall
      Results of Operations**





For
      the
      nine month period ended September 30, 2006, we had a net loss of $71,946, or
      $0.01 per share, which was an increase of $44,923 in net loss from our net
      loss
      of $27,023 or $0.01 per share for the nine months ended September 30, 2005.
      The
      increase in net loss for the nine months ended September 30, 2006 as compared
      to
      the nine months ended September 30, 2005 was due primarily to a $14,000
      impairment charge of service rights and increases in our professional and
      administrative fees for expenses incurred in complying with our SEC filing
      obligations.





The
      results of our operations for the nine month period ended September 30, 2006,
      are not indicative of the results of operations we expect for the next year.
      This is because in July of 2006, we ceased to be in the embroidery business
      and
      are now in the business of marketing cosmetics over the internet. We expect
      that
      this change will significantly increase our operating losses until such time
      as
      we achieve sufficient sales to cover our operating costs. Over the next year
      we
      expect our operating losses to increase to approximately $275,000 per quarter,
      primarily due to additional costs associated with regulatory compliance,
      additional administrative costs of running our cosmetics company, funds that
      will be spent on marketing and internet web design personnel that we feel are
      necessary in order to continue to grow and to compete with our competitors.





**Revenues
      and Operating Expenses**





**Revenue**





Due
      to
      cancellation of our Service Agreement on July 6, 2006, sales from our embroidery
      business were reclassified to discontinued operations for the three and nine
      month periods ending September 30, 2006 and 2005.





We
      expect
      online sales of our cosmetics to steadily increase over the next year (cosmetic
      sales were $150,000 for the nine month period ended September 30, 2006) to
      approximately $500,000, due to increased spending on advertising, continuing
      to
      broaden our product base and improving and simplifying our website checkout
      procedures.





**Operating
      Expenses**





For
      the
      three and nine month periods ended September 30, 2006 our general and
      administrative expenses were $15,315, compared with $0 general and
      administrative expenses for the three and nine month periods ended September
      30,
      2005. The increase in our general and administrative expenses was primarily
      due
      to increases in administrative and professional fees. Due 
      to cancellation of our Service Contract on July 6, 2006, all of our general
      and
      administrative costs associated with our embroidery business were reclassified
      to discontinued operations for the three and nine month periods ended September
      30, 2006 and 2005.





Over
      the
      next year we expect our advertising costs to increase as we strive to increase
      our market share of online sales of cosmetics, our professional fees to increase
      as a result of the reverse acquisition and regulatory requirements, our
      consulting and administrative fees to increase due to the ongoing updates to
      our
      website and marketing campaigns and we expect administrative costs, salaries,
      delivery costs, warehouse overhead and rent to decline if we wind-up Online
      and
      engage an external fulfillment house. We expect the overall impact of these
      changes to cause our operating expenses to increase to approximately $300,000
      per quarter (for the nine month period ended September 30, 2006 our cosmetics
      business had incurred approximately $715,000 in operating expenses).








Page
          -
          18








**Discontinued
      Operations**





On
      July
      6, 2006, we cancelled our Service Agreement with LA Embroidery Inc. thereby
      discontinuing our business of marketing custom embroidery products and services
      through the Internet. Net losses from discontinued operations (net of $0 tax
      effect) were $56,631 and $27,023 for the nine month periods ended September
      30,
      2006 and 2005 and they were $5,662 and $8,244 for the three month periods ended
      September 30, 2006 and 2005. Included in our loss from discontinued operations
      for the nine month period ended September 30, 2006 is a $14,000 charge for
      impairment of service rights, associated with the cancellation of the Service
      Contract, as well as a charge of $1,706 for impairment of website development
      costs.





**Off-Balance-Sheet
      Arrangements**





We
      have
      no off-balance sheet arrangements that have or are reasonably likely to have
      a
      current or future effect on our financial condition, changes in financial
      condition, revenue or expenses, results of operations, liquidity, capital
      expenditures or capital resources that is material to investors. We do not
      have
      any non-consolidated, special-purpose entities.





**Liquidity
      and Capital Resources**





As
      of
      September 30, 2006, we had a cash balance of $6,383 and negative cash flows
      from
      operations of $27,416 for the nine months then ended. During the nine months
      ended September 30, 2006, we primarily funded our operations through an increase
      in our accounts payable and accrued liabilities, donated services and cash.





The
      notes
      to our financial statements as of September 30, 2006, contain footnote
      disclosure regarding our uncertain ability to continue as a going concern.
      We
      have not generated sufficient revenues to cover our expenses, and we have an
      accumulated deficit of $169,250 since inception. As of September 30, 2006,
      we
      had $23,965 in current liabilities, when this is offset against our current
      assets of $7,940 we are left with a working capital deficit of $16,025. We
      cannot assure that we will succeed in developing our cosmetics business and
      achieving a profitable level of operations sufficient to meet our ongoing cash
      needs to achieve positive cash flows from the operation of our cosmetics
      business or that we will succeed in obtaining additional equity or debt
      financing. We have, however, successfully generated sufficient working capital
      and liquidity until the date of this filing, and believe that we can continue
      to
      do so for the next twelve months.





The
      following table summarizes our sources and uses of cash for the nine month
      periods ended September 30, 2006 and 2005:





Sources
                and Uses of CashFor
                the nine months ended September 30,2006
            
            2005Net
                cash used in operating activities
            $
            (27,416
            )
            $
            (11,831
            )Net
                cash used
            $
            (27,416
            )
            $
            (11,831
            )





**Net
      Cash Used in Operating Activities**





The
      cash
      used in operations of $27,416 was primarily used on: discontinued operating
      expenditures exceeding revenues by $56,631, operating expenses of $15,315 and
      an
      increase in net goods and services tax receivable of $1,462. These uses of
      cash
      were offset by an increase in trade accounts payable of $17,299, utilization
      of
      $755 in prepaid expenses, amortization and an impairment charges against the
      service contract totaling $17,000, amortization and impairment of website
      development costs of $2,838 and services donated by management of
      $8,100.





**Net
      Cash Used In Investment Activities**





We
      did
      not have any investment activities during the nine months ended September 30,
      2006.






Page
          -
          19





**Net
      Cash From Financing Activities**





We
      did
      not have any financing activities during the nine months ended September 30,
      2006.





**Contingencies
      and Commitments**





We
      had no
      contingencies or long-term commitments at September 30, 2006, however upon
      acquisition of our cosmetics business on October 20, 2006 we are committed
      to a
      warehouse lease.





**CRITICAL
      ACCOUNTING ESTIMATES**





An
      appreciation of our critical accounting policies is necessary to understand
      our
      financial results. These policies may require that we make difficult and
      subjective judgments regarding uncertainties, and, as a result, our estimates
      may significantly impact our financial results. The precision of these estimates
      and the likelihood of future changes depend on a number of underlying variables
      and a range of possible outcomes. Other than our accounting for discontinued
      operations, our critical accounting policies do not involve a choice between
      alternative methods of accounting. We applied our critical accounting policies
      and estimation methods consistently.





**Accounting
      Estimates**





The
      preparation of financial statements in conformity with accounting principles
      generally accepted in the United States of America 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 reporting period. Actual results could differ from those
      estimates.





Estimates
      of the pro forma effect of our acquisition of Makeup could differ from the
      actual effect of the acquisition, on our financial condition and results of
      operations on the date of the acquisition, October 20, 2006.





**Long-Lived
      Assets**





Statement
      of Financial Accounting Standards No. 144 “Accounting for the Impairment or
      Disposal of Long-Lived Assets” (“SFAS 144”) requires the recognition of an
      impairment loss on long-lived assets if the carrying amount exceeds its fair
      value, as determined using undiscounted cash flows expected to result from
      the
      use and eventual disposition of the asset.





During
      the period ending September 30, 2006, it was determined that the service rights
      and website development costs associated with our embroidery business were
      impaired and as a result of the assessment impairment losses of $14,000 and
      $1,706 respectively have been included in our loss from discontinued operations.





**Discontinued
      Operations**





SFAS
      No.
      146 requires that a liability for a cost associated with an exit or disposal
      activity be recognized and measured initially at fair value only when the
      liability is incurred, not when it is planned.





Termination
      of our embroidery business and cancellation of our Service Agreement, in July
      of
      2006, caused us to reclassify and disclose separately the costs associated
      with
      this disposal on our statement of operations for the three and nine month
      periods ended September 30, 2006 and 2005.





**Contingencies
      and Commitments**





We
      had no
      contingencies or long-term commitments at September 30, 2006, however upon
      acquisition of our cosmetics business on October 20, 2006 we had the following
      lease commitment.




Page
          -
          20




**Contractual
      Obligations**





**Lease
      Commitment**





We
      have
      the following lease commitment as of the date we acquired our cosmetics
      business, October 20, 2006:





Lease
      on
      warehouse facility under a non-cancelable operating lease which expires on
      December 31, 2009. Our estimated costs for this lease are as
      follows:





Payments
                due by periodTotal
            Less
                than 1 year
            1-3
                years
            3-5
                years
            More
                than
              5
                yearsLease
              commitments
            $137,927
            $41,557
            $85,622
            $10,748
            $
                0Total
            $137,927
            $41,557
            $85,622
            $10,748
            $
                0





**Inflation**





We
      do not
      believe that inflation will have a material impact on our future
      operations.





**Uncertainties
      relating to Forward-Looking Statements**





This
      Form
      10-QSB Annual Report contains “forward-looking statements” within the meaning of
      the Private Securities Litigation Reform Act of 1995. You can identify these
      statements by our use of words such as “plan”, “expect”, “aim”, “believe”,
“project”, “anticipate”, “intend”, “estimate”, “will”, “should”, “could” and
      other expressions that indicate future events and trends. All statements that
      address expectations or projections about the future, including statements
      about
      locating and acquiring a viable business, reducing and stabilizing our operating
      costs, obtaining private advances and loans and raising capital from external
      sources are forward-looking statements.





All
      forward-looking statements are made as of the date of the filing of this Form
      10-QSB and we disclaim any duty to update these statements.





Certain
      parts of this Form 10-QSB may contain “forward-looking statements” within the
      meaning of the Securities Exchange Act of 1934 based on current managements
      expectations. Our actual results could differ materially from those in our
      forward looking statements due to a number of uncertainties, including, but
      not
      limited to, those discussed in this section. Factors that could cause our future
      results to differ from these expectations include general economic conditions,
      and our ability to raise sufficient working capital. As a result, the
      identification and interpretation of data and other information and their use
      in
      developing and selecting assumptions from and among reasonable alternatives
      requires the exercise of judgment. To the extent that the assumed events do
      not
      occur, our outcome may vary substantially from our anticipated or projected
      results, and accordingly, we express no opinion on the achievability of those
      forward-looking statements and give no assurance that any of the assumptions
      relating to the forward-looking statements are accurate.





We
      may,
      from time to time, make oral forward-looking statements. We strongly advise
      you
      to read the foregoing paragraphs and the risk factors described our annual
      report and in our other documents filed with the United States Securities and
      Exchange Commission for a description of certain factors that could cause our
      actual results to differ materially from those in the oral forward-looking
      statements. We disclaim any intention or obligation to update or revise any
      oral
      or written forward-looking statements whether as a result of new information,
      future events or otherwise.





Page
          -
          21








**SIGNATURES**








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





**MAKEUP.COM
      LIMITED**






By:
      **Robert E. Rook**


Name:  **Robert
      E. Rook**


Title **:**  **Director
      and CEO**


Dated:  March
      12,
      2007







Page
          -
          22