Form D

View Original Filing

Notice of Exempt Offering of Securities

Item 1. Issuer's Identity

Name of Issuer:
2TOR, INC.
Jurisdiction of Incorporation/Organization
DE
Year of Incorporation/Organization
2008

Previous Name(s)

  • 2TOR INC.
Entity Type
CORPORATION

Item 2 Issuer Principal Place of Business and Contact Information

30 EAST 23RD STREET
12TH FLOOR
NEW YORK, NY 10010
Phone Number: subscription required

Item 3. Related Persons

Name
JOHN KATZMAN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROY ROMER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
RESIGNED AS DIRECTOR EFFECTIVE JUNE 19, 2009.

Item 3. Related Persons

Name
MICHAEL MCCULLOUGH
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
RESIGNED AS DIRECTOR EFFECTIVE JUNE 19, 2009.

Item 3. Related Persons

Name
MARK CHERNIS
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response

Item 3. Related Persons

Name
ROBERT COHEN
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
CHRISTOPHER PAUCEK
Address
subscription required
Relationship(s)
  • EXECUTIVE OFFICER
Clarification of Response

Item 3. Related Persons

Name
JACK LARSON
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
ELECTED DIRECTOR AS OF JUNE 19, 2009.

Item 3. Related Persons

Name
PHILIP BRONNER
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
ELECTED DIRECTOR AS OF JUNE 19, 2009.

Item 3. Related Persons

Name
GREG MARTIN
Address
subscription required
Relationship(s)
  • DIRECTOR
Clarification of Response
ELECTED DIRECTOR AS OF JUNE 19, 2009.

Item 4. Industry Group

OTHER

Item 5. Issuer Size

Revenue Range (for issuer not specifying "hedge" or "other investment" fund in Item 4 above)
DECLINE TO DISCLOSE

Item 6. Federal Exemptions and Exclusions Claimed

Item 7. Type of Filing

New Notice
Date of First Sale in this Offering:
06/19/2009

Item 8. Duration of Offering

Does the issuer intend this offering to last more than one year?
No

Item 9. Type(s) of Securities Offered

  • Equity
  • Option, Warrant or Other Right to Acquire Another Security

Item 10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer?
No
Clarification of Response

Item 11. Minimum Investment

Minimum Investment accepted from any outside investor
0

Item 12. Sales Compensation

Recipient
SIGNAL HILL CAPITAL GROUP LLC
Recipient CRD Number
122782
(Associated) Broker or Dealer)
SIGNAL HILL CAPITAL GROUP LLC
(Associated) Broker or Dealer CRD Number
122782
Address
300 EAST LOMBARD STREET
SUITE 1700
BALTIMORE, MD 21202
States of Solicitation
  • CA
  • IL
  • MD
  • MI
  • NJ
  • NY

Item 13. Offering and Sales Amounts

Total Offering Amount
14732111
Total Amount Sold
14438111
Total Remaining to be Sold
294000
Clarification of Response
*INCLUDES (I) $3,638,112.68 OF SERIES A PREFERRED ISSUABLE UPON CONVERSION OF DEBT, (II) $1,999,999.27 OF COMMON SHARES ISSUABLE UPON CONVERSION OF DEBT AND (III) $294,000.32 OF SERIES A PREFERRED ISSUABLE UPON EXERCISE OF A WARRANT.

Item 14. Investors

Securities in the offering have been or may be sold to persons who do not qualify as accredited investors,
Number of non-accredited investors who already have invested in the offering:
Total number of investors who already have invested in the offering:
16

Item 15. Sales Commissions and Finders' Fees Expenses

Sales Commissions:
0.0
Finders' Fees
588000.0 Is an estimate
Clarification of Response
*PLUS THE WARRANT DESCRIBED IN ITEM 13

Item 16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers,directors or promoters in response to Item 3 above.
250000.0 Is an estimate
Clarification of Response
THIS AMOUNT WAS REPAYMENT OF TWO BRIDGE DEMAND LOANS MADE TO THE COMPANY BY ITS FOUNDER.

Signature and Submission

Issuer Name
2TOR, INC.
Issuer Signature
/S/ ROBERT COHEN
Signer Name
ROBERT COHEN
Signer Title
TREASURER AND CHIEF FINANCIAL OFFICER
Signature Date
06/23/2009
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