Torii Enterprises, Inc.

TORII ENTERPRISES, INC.

Developmental Stage Company seeking equity capital to bring VenaSet™, an innovative new IV securement dressing to market.

Torii has signed an Agreement with a large Manufacturer who has already financed the prototype development and has commited to providing inventory, warehousing, fulfillment and billing services.  Torii can therefore accept and deliver on any size order without relying on investor capital.

All that Torii needs to do is complete some final steps to bring VenaSet™ to market.  Accordingly, the majority of investor funds can be applied to revenue generating activity.

Torii knows of 6-7 independent distributors who are not only established within the hospital market, but are well experienced in the introduction of this kind of product.  Spread across the United States, VenaSet™ can potentially reach a nationwide market in a short period of time, with minimal cost.

This is an aggressive risk to reward opportunity, with the first round consisting of preferred shares that have a 1 for 5 conversion feature.  There is only a limited number of preferred shares for this round.  Interested investors should contact the Company for more information.

Daniel W. Thornton, CEO

Phone (720) 545-0400

(or James N. Stevenson at 805-689-0728)

For more info:  see  biz details below

www.VenaSet.com

Daniel Thornton - CEO & Director Mr. Thornton has 15 years of direct, relevant experience in the manufacturing and marketing of medical devices including computerized EMG, GSR, EKG and non-invasive pacers. Additionally, Mr. Thornton has been involved in various aspects of medical software companies, as well as direct experience in health care as COO of a publicly traded IPA (Independent Physician Association). Mr. Thornton has experience with medical start ups including medical device, software, drug and health services related companies.

Sidney Bradpiece - Director & Secretary With exception to his participation in Torii, Mr. Bradpiece is retired. He was formerly an attorney, practicing in the area of corporate securities and corporate finance. (see attached comments from Dan our ceo) 

Sauchuen Yu - Director & Vice President Mr. Yu is presently a physical therapist at Cedars in Los Angeles. He has been involved in healthcare for over fifteen years and has numerous contacts within the healthcare field.

Robert L. Northrup - Marketing Director Mr. Northrup has agreed to assume the position of Marketing Director once the Company begins to receive funding and is able to meet his financial requirements. He is retired from Eli Lilly, after providing decades of exceptional sales performance and being recognized regionally as well as nationally, including recognition from the former CEO, Mr. Taurel. Mr. Northrup is a licensed pharmacist with a lifetime spent in healthcare services and marketing.

James Stevenson - HealthCare Business Consultant Mr. Stevenson holds an MS in science and a MBA. His sales and marketing acumen have long been recognized by Lilly management. He developed an early and visionary sales tracking system. With modifications to meet national sales and management needs, his concept was later adopted Nationally. He has agreed to help Torii with virtually all aspects of its development including the facilitation of its capitalization.

Ralph Whittemore - HealthCare Marketing Consultant Mr. Whittemore is a marketing consultant to the Company and will assist the Company in marketing the VenaSet^TM Catheter Securement Device. He has direct, relevant experience with intravenous access devices supported by numerous strategic relationships relating to sales and distribution.

 David Stark M.D. - Scientific and HealthCare Consultant Dr. Stark is a board certified medical examiner and forensic pathologist. He not only has extensive medical training and experience, he has created a $ 12 Million dollar research facility from scratch, assisted in launching startup businesses (later purchased for value in the millions), assisted in clinical trials at Genentech, and is now involved in the testing of many new and novel devices for other startups. This Harvard graduate is well versed in regulatory affairs enjoying well established relationships within FDA, having written and managed 510K applications to their successful conclusion. Torii is privileged to have Dr. Stark helping to facilitate the forward progress of both product lines. Dr. Stark will help by managing all aspects of the clinical development of the VenaSet^TM including the initial field testing of the VenaSet^TM as well as through its introduction to administrators and key staff at health care facilities. Further, Dr. Stark will manage the development of the anti-microbial version of the VenaSet^TM, including the writing and filing of a 510K application for its market clearance.

Torii Enterprises, Inc. is a developmental stage company with two proprietary products.  The goal of the Company is to bring both products to market through the development of strategic relationships with major players in the industry.

The VenaSet™ is the Company's flagship product.  A prototype has been fully developed and the Company is now in the process of obtaining an in-vitro analysis of its anti-microbial properties, which data will be used to obtain market clearance from FDA.  Once a 510k is obtained, the Company plans to use independent distributors to facilitate a nationwide launch of its product, while developing strategic relationships with catheter kit companies.  The inclusion of VenaSet™ into existing catheter kits provide those companies with a significant competitive edge.

Torii also owns the ShinKicker™ Knee Guard, a novel approach to protecting the knees.  The ShinKicker™ Knee Guard is a disposable, "closed cell" foam cushion technology that adheres directly on the knee. As of July 31, 2010, 4 types or configurations of ShinKicker™ are now available and are in field testing.

Torii is seeking capital primarily for the implementation of its marketing plan.  The capital needed is modest ~ $ 500K to $ 3 million.  The anticipated exit for investors may come from a variety of sources or methods, including a buy back option, acquisition, direct sale, or going public. In the case of going public, the Company will provide piggy back registration rights for any registered offering.

VenaSet™ is a hydrogel based, catheter securement dressing with anti-microbial properties.  What is exciting about VenaSet™ is that it provides the functionality of three different products in a single, easy to use device.

At present, there are over 100 types of catheters in health care so I will give only a basic example here.  When a nurse catheterizes a patient, there are numerous issues that the nurse deals with, including catheter dislodement as well as local or catheter related infections.  A nurse has many options for dealing with the myriad of issues, however one of the most effective is to use a combination of three products.  In this example, the nurse applies a biopatch or biopatch type product which is a disk impregnated with CHG (anti-microbial) under the catheter at the IV site.  Then the nurse applies a Statlock or other device to ensure its stability or securement.  Finally, the nurse applies a sterile transparent poly dressing such as Tegaderm over the site.  These steps can be quite difficult, with potential misapplication of the various devices, requiring substantial in service and training.  Not only is the application of these devices require time and skill, but the removal or handling of these devices can also be problematic.

The VenaSet™ provides an easy, one step solution that takes only seconds to apply - not several minutes.  Additionally, VenaSet™ can be removed without pulling hair or tearing skin.  This is a sloution that is not only better for nurses, but for patients as well.