TORtec Group Corp - Quarter Report: 2020 December (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X]

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2020

or

[  ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

For the transition period from            to ______

Commission File No. 000-55150

  

TORTEC GROUP CORPORATION

(Exact name of Registrant as specified in its charter)

Nevada	45-5593622
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

30 N. Gould St., Suite 2489

Sheridan, WY 82801 USA 

(Address of Principal Executive Offices)

(307) 248-9177

(Registrant’s Telephone Number, including area code)

N/A

 (Former name, former address and former fiscal year,

if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
None

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.

Yes [X]  No [  ]

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Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes [X]  No [  ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer [  ]	Non-accelerated filer   [X]
Accelerated filer [  ]	Smaller reporting company [X]
	Emerging growth company [X]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  [ ]

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

Yes [  ]  No [X]

The number of shares outstanding of the registrant’s Common Stock, par value $0.001 on February 16, 2021, was 100,074,854.

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Heading		Page
PART I: FINANCIAL INFORMATION
Item 1.	Financial Statements	6
	Condensed Consolidated Balance Sheets -- As of December 31, 2020 and March 31, 2020 (unaudited)	7
	Condensed Consolidated Statements of Operations -- For the three and nine months ended December 31, 2020 and 2019 (unaudited)	8
	Condensed Consolidated Statements of Stockholders’ Equity – For the periods ended December 31, 2020 and 2019 (unaudited)	9
	Condensed Consolidated Statements of Cash Flows – For the nine months ended December 31, 2020 and 2019 (unaudited)	10
	Notes to Condensed Consolidated Financial Statements	11
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3.	Quantitative and Qualitative Disclosure about Market Risk	22
Item 4.	Controls and Procedures	22
PART II: OTHER INFORMATION
Item 6.	Exhibits	23
Signatures		24

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FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q (the “Quarterly Report”), references to “TORtec Group Corporation,” the “Registrant,” the “Company,” “we,” “us,” “our” and words of similar import refer to TORtec Group Corporation, a Nevada corporation, unless the context requires otherwise.

This Quarterly Report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  In some cases, you can identify forward-looking statements by the following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “would,” or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements are not a guarantee of future performance or results, and will not necessarily be accurate indications of the times at, or by, which such performance or results will be achieved. Forward-looking statements are based on information available at the time the statements are made and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of activity, performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Quarterly Report. These factors include, among others:

·

the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders;

·

our ability to raise capital;

·

our ability to identify suitable acquisition targets;

·

our ability to successfully execute acquisitions on favorable terms;

·

declines in general economic conditions in the markets where we may compete;

·

unknown environmental liabilities associated with any companies we may acquire; and

·

significant competition in the markets where we may operate.

You should read any other cautionary statements made in this Quarterly Report as being applicable to all related forward-looking statements wherever they appear in this Quarterly Report. We cannot assure you that the forward-looking statements in this Quarterly Report will prove to be accurate, and therefore, prospective investors are encouraged not to place undue reliance on forward-looking statements. You should read this Quarterly Report completely, and it should be considered in light of all other information contained in the reports or registration statement that we file with the Securities and Exchange Commission (the “SEC”), including all risk factors outlined therein. Other than as required by law, we undertake no obligation to update or revise these forward-looking statements, even though our situation may change in the future.

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JUMPSTART OUR BUSINESS STARTUPS ACT DISCLOSURE

We qualify as an “emerging growth company,” as defined in Section 2(a)(19) of the Securities Act by the Jumpstart Our Business Startups Act (the “JOBS Act”). An issuer qualifies as an “emerging growth company” if it has total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year, and will continue to be deemed an emerging growth company until the earliest of:

·

the last day of the fiscal year of the issuer during which it had total annual gross revenues of $1.0 billion or more;

·

the last day of the fiscal year of the issuer following the fifth anniversary of the date of the first sale of common equity securities of the issuer pursuant to an effective registration statement;

·

the date on which the issuer has, during the previous three-year period, issued more than $1.0 billion in non-convertible debt; or

·

the date on which the issuer is deemed to be a “large accelerated filer,” as defined in Section 240.12b-2 of the Exchange Act.

As an emerging growth company, we are exempt from various reporting requirements. Specifically, we are exempt from the following provisions:

·

Section 404(b) of the Sarbanes-Oxley Act of 2002, which requires evaluations and reporting related to an issuer’s internal controls;

·

Section 14A(a) of the Exchange Act, which requires an issuer to seek shareholder approval of the compensation of its executives not less frequently than once every three years; and

·

Section 14A(b) of the Exchange Act, which requires an issuer to seek shareholder approval of its so-called “golden parachute” compensation, or compensation upon termination of an employee’s employment.

Under the JOBS Act, emerging growth companies may delay adopting new or revised accounting standards that have different effective dates for public and private companies until such time as those standards apply to private companies. We have irrevocably elected not to avail ourselves of this exemption from new or revised accounting standards and, therefore, will be subject to the same new or revised accounting standards as other public companies that are not emerging growth companies.

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PART I – FINANCIAL INFORMATION

Item 1.

Financial Statements.

The accompanying condensed consolidated balance sheets of TORtec Group Corporation at December 31, 2020 and March 31, 2020, and the related condensed consolidated statements of operations and stockholders' equity for the three and nine months ended December 31, 2020 and 2019 and the related condensed consolidated statements of cash flows for the nine months ended December 31, 2020 and 2019 have been prepared by management in conformity with United States generally accepted accounting principles.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.  Operating results for the three and nine months ended December 31, 2020, are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2021.

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TORTEC GROUP CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEETS

(unaudited)

		December 31,		March 31,
		2020		2020
ASSETS
Current Assets
Cash		$            6,811		$            1,043
Subscriptions receivable		-		165,000
Notes receivable, net of allowance of $155,000 and $155,000, respectively		-		-
Total Current Assets		6,811		166,043
Construction in progress		361,094		291,346
License		35,051		35,051
Deposit		3,000		3,000
Total Assets		$        405,956		$        495,440
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities		$          10,345		$            2,306
Short term advances - related parties		413,730		288,690
Discontinued operations		2,387		2,387
Total Current Liabilities		426,462		293,383
Commitments and contingencies (Note 5)
Shareholders' Equity
Preferred Stock - $0.001 par value; 10,000,000 shares authorized; none outstanding		-		-
Common stock - $0.001 par value; 200,000,000 shares authorized;100,074,854, shares issued and outstanding at December 31, 2020 and March 31, 2020		100,075		100,075
Additional paid-in capital		6,881,516		6,881,516
Non-controlling interest		(204,619)		(155,979)
Accumulated deficit		(6,797,478)		(6,623,555)
Total Shareholders' Equity		(20,506)		202,057
Total Liabilities and Shareholders' Equity		$        405,956		$        495,440

See accompanying notes to the condensed consolidated financial statements.

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TORTEC GROUP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

  

See accompanying notes to the condensed consolidated financial statements.

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TORTEC GROUP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

THREE AND NINE MONTHS ENDED DECEMBER 31, 2020 and 2019

(unaudited)

 

See accompanying notes to the condensed consolidated financial statements.

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TORTEC GROUP CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)

 

See accompanying notes to the condensed consolidated financial statements.

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TORTEC GROUP CORPORATION

Notes to the Condensed Consolidated Financial Statements (Unaudited)

December 31, 2020 and March 31, 2020

NOTE 1 – ORGANIZATION AND BUSINESS

On June 13, 2012, the Board of Directors of Geo Point Technologies, Inc., a Utah corporation (“Geo Point Utah”), approved a stock dividend that resulted in a spin-off (“Spin-Off”) of TORtec Group Corporation (formerly Geo Point Resources, Inc.) (the "Company") common stock to the Geo Point Utah stockholders, pro rata, on the record date (the “Record Date”). Prior to the Spin-Off, the Company was a wholly-owned subsidiary of Geo Point Utah. The Company was incorporated on June 13, 2012, comprising all of Geo Point Utah’s Environmental and Engineering Divisions’ assets, business, operations, rights or otherwise, along with its “Hydrocarbon Identification Technology” License Agreement with William C. Lachmar dated January 31, 2008.  The Spin-Off had a “Record Date” of January 17, 2013; an ex-dividend date of January 15, 2013; and a Spin-Off payment date of April 22, 2013.

On November 22, 2017, the Company entered into a Share Exchange Agreement (the “Agreement”). The transaction closed on December 4, 2017, with TORtec Group, Inc., a Wyoming corporation (“TORtec”) and all of the shareholders of TORtec, pursuant to which the Company acquired 100% of the issued and outstanding shares of common stock of TORtec. Under the terms of the Agreement, a total of 90,000,000 shares of the Company’s common stock were issued to the TORtec shareholders as consideration in exchange for all 10,000,000 issued and outstanding shares of TORtec common stock being transferred to the Company, making TORtec a wholly-owned subsidiary of the Company.  As a result, the TORtec shareholders collectively own ninety percent (90.0%) of our issued and outstanding shares of our common stock immediately following the acquisition. Effective November 16, 2018, the Company changed its name from Geo Point Resources, Inc. to TORtec Group Corporation.

TORtec Group, Inc.

On September 9, 2017, TORtec entered into General Agreement No. US-17 on cooperation and joint activities on commercialization of TOR-technologies, introduction of new productions, products and services in the markets of North, Central and South America (the “Exclusive License Agreement”) with the parties that invented the TOR-technology.  The Exclusive License Agreement grants to TORtec an exclusive license to utilize the technology for certain purposes throughout North, Central and South America.

The TOR-technology equipment is best described as a cascaded adiabatic resonance vortex mill utilizing compressed air as the energy in the system.  This proprietary technology includes the ability to size and classify material processed by elemental composition and specific gravity. 

In some cases, the quality and composition of the materials and liquids processed are new.  This TOR-technology has the potential to influence the efficiency and quality of the micro-pulverization industry for re-mineralizing soil, conserve energy, cleanup and extract value from mining waste piles and to create new bio-products and metal-ceramic composites.

Risks and Uncertainties

On January 30, 2020, the World Health Organization declared the coronavirus outbreak (“COVID-19”) a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. The impact of COVID-19 to our operations had been minimal as we are currently still developing our key product for which development has continued. However, due to the continued uncertainty around COVID-19 the additional effects of the potential impact cannot be predicted at this time.

The Company has a limited operating history and has not generated revenues from our planned principal operations.

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The Company's business and operations are sensitive to general business and economic conditions in the U.S. and worldwide. These conditions include short-term and long-term interest rates, inflation, fluctuations in debt and equity capital markets and the general condition of the U.S. and world economy. A host of factors beyond the Company's control could cause fluctuations in these conditions, including the political environment and acts or threats of war or terrorism. Adverse developments in these general business and economic conditions, including through recession, downturn or otherwise, could have a material adverse effect on the Company's consolidated financial condition and the results of its operations.

 

The Company currently has no sales and limited marketing and/or distribution capabilities. The Company has limited experience in developing, training or managing a sales force and will incur substantial additional expenses if we decide to market any of our current and future products. Developing a marketing and sales force is also time consuming and could delay launch of our future products. In addition, the Company will compete with many companies that currently have extensive and well-funded marketing and sales operations. Our marketing and sales efforts may be unable to compete successfully against these companies. In addition, the Company has limited capital to devote sales and marketing.

The Company's industry is characterized by rapid changes in technology and customer demands. As a result, the Company's products may quickly become obsolete and unmarketable. The Company's future success will depend on its ability to adapt to technological advances, anticipate customer demands, develop new products and enhance our current products in development on a timely and cost-effective basis. Further, the Company's products must remain competitive with those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent the development, introduction or marketing of new products or enhanced versions of existing products. Also, the Company may not be able to adapt new or enhanced products to emerging industry standards, and the Company's new products may not be favorably received. Nor may we have the capital resources to further the development of existing and/or new ones.

Discontinued Operations

In February 2018, due to the untimely death of Bill Lachmar, the Company’s president, the Company ceased the operations of the Environmental and Engineering Divisions. The Company has reflected these operations as discontinued operations in the accompanying condensed consolidated financial statements. The related disclosures have not been presented due to the amounts being insignificant to the condensed consolidated financial statements taken as a whole. Discontinued operations did not impact the consolidated statements of cash flows during the three and nine months ended December 31, 2020 and 2019.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the condensed consolidated financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters, if needed, include raising additional debt or equity financing. The terms of which might not be acceptable to the Company. The accompanying condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Interim Condensed Consolidated Financial Statements

The accompanying unaudited interim condensed consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission.  Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these condensed consolidated financial statements have been included.  Such adjustments consist of normal recurring adjustments.  These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 2020. The results of operations for the three and nine months ended December 31, 2020 are not indicative of the results that may be expected for the full year.

Basis of Accounting

The Company’s condensed consolidated financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”). 

Principles of Consolidation

The condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries TORtec, TORtec Titan+, and its 50.1% owned subsidiary, TORtec Nanosynthesis Corp. All significant intercompany transactions have been eliminated in the consolidation. TORtec's operations have been included from its date of acquisition, see Note 1 for additional information. TORtec Titan+ does not have any operations. TORtec Nanosynthesis Corp. commenced operations during the third quarter of fiscal 2020 and has consisted primarily of research and development expenditures.

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and the accompanying notes to condensed consolidated financial statements.  Actual results could differ from those estimates. Significant estimates made by management include allowance for doubtful accounts, the useful life of property and equipment and impairment of long-lived assets.

Basic and Diluted (Income) Loss per Common Share

Basic income (loss) per common share is calculated by dividing net loss by the weighted average common shares outstanding during the period.  Diluted income (loss) per common share reflects the potential dilution to basic earnings per share that could occur upon conversion or exercise of securities, options, or other such items to common shares using the treasury stock method, based upon the weighted average fair value of the Company’s common shares during the period.  For the three and nine months ended December 31, 2020 and 2019, the Company did not have any dilutive securities.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for a public entity. Early adoption of the amendments in this standard is permitted for all entities and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. As the Company is considered an emerging growth company, the Company expects to adopt this standard during its fiscal year ended March 31, 2022. The Company does not expect the adoption of this new standard to have a material impact on its financial statements and related disclosures due to currently having one qualifying lease.

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Recent Accounting Pronouncements

The FASB issued ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. The Company believes those issued to date either (i) provide supplemental guidance, (ii) are technical corrections, (iii) are not applicable to the Company or (iv) are not expected to have a significant impact on the Company's operations.

NOTE 3 – FINANCIAL STATEMENT ELEMENTS

Property and Equipment

Property and equipment consist of the Company's Tornado M which was received during fiscal 2019. The Company is currently making additional expenditures in order for the Tornado M to be put into production. Thus, as of December 31, 2020 and March 31, 2020, the Tornado M is considered construction in progress for which depreciation hasn't commenced. The Company expects to depreciate costs related to the Tornado M over the period of ten years. During the three and nine months ended December 31, 2020, the Company impaired equipment for which had a carrying value of $45,000. See Note 1 for additional information.

License

On April 12, 2019, the Company, through TORtec Titan+, entered into a perpetual license for the use of certain technologies with an entity controlled by the Chairman of the Board of Directors. Under the terms of the agreement, the Company paid $35,051 for the rights and will provide future royalties of 10% of the subsidiaries' net income. The Company expects to use the technology in connection with its Tornado M.

NOTE 4 – SHORT TERM ADVANCES

From time to time, Capital Vario, a shareholder of the Company, advances monies for operations. The advances do not incur interest and are due on demand.  During the nine months ended December 31, 2020 and 2019, Capital Vario advanced the Company an additional $125,040 and $63,700, respectively, for which the proceeds were used for operations and development and testing of the Tornado M. The balance due to Capital Vario at December 31, 2020 and March 31, 2020 was $413,730 and $288,690, respectively. The advances have been reflected as "short term advances - related parties" on the accompanying condensed consolidated balance sheets.  During the three months ended December 31, 2020, Capital Vario demanded repayment of the amounts due to them. The Company is currently exploring a variety of solutions, including, potentially transferring all of the Company’s assets, including the Tornado M and related licenses. The completion of the transaction requires shareholder approval for which voting commenced in February 2021 and is currently in process for which the final results will be determined at the Company's stockholders meeting in March 2021.

In August 2020, a director advanced the Company $20,000 to be used for operations for which was repaid in November 2020. The advance did not incur interest and was due on demand.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company does not have any pending or threatened litigation.

In October 2019, the Company entered into a lease within an initial term of two years. The lease required a deposit of $3,000 and a minimum monthly lease payment of $2,500. In addition, the Company is liable for 50% of property taxes, utilities, etc. which are payable to the landlord. Rent expense for the nine months ended December 31, 2020 was $47,315, for which includes a significant amount of utility charges related to testing of the Tornado M.

NOTE 6 - SHAREHOLDERS’ EQUITY

In May 2019, the Company sold 15,000 shares of common stock for proceeds of $150,000. Included in the stock purchase agreement was the sale of 10% interest in TORtec Nanosynthesis Corp., which was incorporated in May 2019. The Company closed the transaction on March 31, 2020 for which the required shares were issued

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As of March 31, 2020, subscriptions receivable were $165,000, for which $5,000 was from a related party. The subscriptions receivable resulted from the sale of the Company’s common stock as well as an interest within TORtec Nanosynthesis Corp. The proceeds from the subscriptions were received on April 2, 2020.

Non-controlling interest disclosed within the condense consolidated statement of operations represents the minority ownership 49.9% share of net losses of TORtec Nanosynthesis Corp. incurred during the three and nine months ended December 31, 2020.

See Note 1 for disclosure of additional shares.

NOTE 7 - RELATED PARTY TRANSACTION

See Notes 3 for the purchase of a license, 4 for short-term advances and 6 for collection of subscription receivable, for additional related party transactions.

NOTE 8 - SUBSEQUENT EVENTS

During the three months ended December 31, 2020, Capital Vario demanded repayment of the amounts due to them. The Company is currently exploring a variety of solutions, including, potentially transferring all of the Company’s assets, including the Tornado M and related licenses. The completion of the transaction requires shareholder approval for which voting commenced in February 2021 and is currently in process for which the final results will be determined at the Company's stockholders meeting in March 2021.

The Company has evaluated subsequent events after December 31, 2020, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes to the condensed consolidated financial statements other than those disclosed above.

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Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations.

Special Note Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements based on management’s beliefs, assumptions and plans for the future, information currently available to management and other statements that are not historical in nature. Forward-looking statements include statements in which words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” estimate,” “consider,” or similar expressions are used.  These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, including among others: the unprecedented impact of COVID-19 pandemic on our business, customers, employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders; a general economic downturn; a downturn in the securities markets; regulations that affect trading in the securities of “penny stocks”; the enactment of United States or foreign laws, rules and regulations that could have a materially adverse impact on current and intended operations; and other risks and uncertainties.  For additional forward-looking statement information, see the heading “Forward-Looking Statements” at the forepart of this Quarterly Report on page 4.

Our future results and stockholder values may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict.  We may be required to update these forward-looking statements from time to time as circumstances change.  

References to “we,” “our,” “us,” or the “Company” and words of similar import under this heading refer to the TORtec Group Corporation, a Nevada corporation, unless the context implies otherwise.

Past Plan of Operation

On June 13, 2012, we were formed as a wholly-owned subsidiary of Geo Point Technologies, Inc., a Utah corporation (“Geo Point Utah”), and into which Geo Point Utah simultaneously authorized the conveyance of the segment of its business comprising all of its Environmental and Engineering Divisions’ assets, business, operations, rights or otherwise, along with its “Hydrocarbon Identification Technology” (“HI Technology”) License Agreement dated January 31, 2008 (the “License Agreement”), subject to the assumption by us of all related liabilities and the indemnification of Geo Point Utah by us from any liabilities relating to these assets and operations.  Also, on June 13, 2012, the Board of Directors of Geo Point Utah approved a stock dividend that resulted in a spin-off of all of our shares of common stock to the Geo Point Utah stockholders, pro rata, on a one share for one share basis, on the record date (the “Spin-Off”).  The Spin-Off had a record date of January 17, 2013; and ex-dividend date of January 15, 2013; and a Spin-Off payment date of April 22, 2013.  On the effective date of the Spin-Off, there were approximately 1,002,167 outstanding shares of our common stock.  For additional information about the Spin-Off, see our Prospectus dated January 7, 2013, and filed with the SEC on January 8, 2013; and our Current Report on Form 8-K dated April 22, 2013, and filed with the SEC on such date.

The Environmental and Engineering Divisions comprised the initial operations of Geo Point Utah at its inception and were commenced as a “DBA” in 1997, by Geo Point Utah’s founder, William C. Lachmar, who then served as our President and sole director, in the State of California.  The Company operated this business until February 2018 when Mr. Lachmar died.  The Company had no plans to continue this business following Mr. Lachmar’s death.

Acquisition of TORtec Group

On November 22, 2017, the Company entered into a Share Exchange Agreement (the “Agreement”) with TORtec Group, a Wyoming corporation (“TORtec”) and all of the shareholders of TORtec, pursuant to which the Company acquired 100% of the issued and outstanding shares of common stock of TORtec.  The acquisition of TORtec by the Company was successfully consummated on December 4, 2017.  

Under the terms of the Agreement, a total of 90,000,000 shares of the Company’s restricted common stock were issued to the 17 TORtec shareholders as consideration in exchange for all 10,000,000 issued and outstanding shares of TORtec common stock being transferred to the Company, making TORtec a wholly-owned subsidiary of the

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Company.  As a result, the former TORtec shareholders collectively owned 90% of our issued and outstanding shares of our common stock immediately following the acquisition. New directors and officers of the Company were appointed in connection with the acquisition.

Stephen Smoot was a former consultant and officer of Capital Vario CR S.A. (“Capital Vario”), which was the controlling shareholder of the Company prior to the acquisition, but resigned from his affiliation with Capital Vario prior to a $500,000 debt-to-equity conversion by Capital Vario with the Company. Mr. Smoot became the President/CEO and Director of the Company on September 8, 2017.  

 

As part of the closing of the acquisition, the Company’s then sole director (William C. Lachmar) elected Franc Smidt, Alex Schmidt, Maksim Goncharenko, Jeffrey R. Brimhall, Stephen H. Smoot, and Irina Kochetkova to the Company’s Board of Directors before resigning as an officer and director of the Company.  The following persons were then elected as officers of the Company: Franc Smidt – Chairman of the Board of Directors, Stephen H. Smoot - President and CEO, Alex Schmidt – Vice President, and Irina Kochetkova – Secretary and Treasurer.  Jeffrey R. Brimhall resigned as an officer of the Company but has been appointed to serve as a director.  Maksim Goncharenko subsequently resigned as a director on July 3, 2018.

Franc Smidt resigned from the Company’s Board of Directors on October 18, 2020 and his resignation was accepted on October 21, 2020 by the Company.

On November 9, 2020, Mr. Smoot was appointed as President, Asael T. Sorensen Jr. was appointed as Vice President and Secretary, and Irina Kochetkova was appointed as Vice President and Treasurer.

For additional information concerning the acquisition of TORtec, see the Company’s Current Report on Form 8-K dated December 4, 2017 and filed with the SEC on December 8, 2017, as amended in a Form 8-K/A dated June 22, 2018 and filed with the SEC on June 22, 2018.

Plan of Operations

Now that the acquisition of TORtec is complete, we have become engaged, through our subsidiary, in the business of harnessing the natural implosion forces of a vortex (tornado) and employing resonating frequencies, to disintegrate soft to ultra-hard materials into micron or nano-sized particles.

On September 9, 2017, TORtec entered into General Agreement No. US-17 on cooperation and joint activities on commercialization of TOR-technologies, introduction of new productions, products and services in the markets of North, Central and South America (the “Exclusive License Agreement”) with the parties that invented the ‘TOR-technology.’  The Exclusive License Agreement grants to TORtec an exclusive license to utilize the technology for certain purposes throughout North, Central and South America.  The ‘TOR-technology’ equipment is best described as a cascaded adiabatic resonance vortex mill utilizing compressed air as the energy in the system.  This proprietary technology includes the ability to size and classify material processed by elemental composition and specific gravity. A more detailed description of the acquisition is included in the Company’s two Current Reports on Form 8-K: (a) dated November 22, 2017 and filed with the SEC on November 29, 2017; and (b) dated December 4, 2017 and filed with the SEC on December 8, 2017, as amended in a Form 8-K/A dated June 22, 2018 and filed with the SEC on June 22, 2018; both of which are incorporated herein by this reference.

On June 18, 2018, TORtec entered into License Agreement No. W-1/18 with Forschunginstitut GmbH pursuant to which it was granted a license to use the ‘TOR-technology’ and the utility model “Tornado” documentation for certain purposes, for which TORtec paid an initial royalty of 30,000 Euros, and agreed to pay an annual royalty equal to 10% of any after tax profit received by TORtec (and any subsidiaries) by the year’s result.  This License Agreement expanded the licensed territory from North, Central and South America to the entire world.  A copy of this License Agreement is attached to the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2018 as Exhibit 10.1.  

On September 9, 2017, TORtec entered into an agreement with MTM Center GmbH, then a shareholder of TORtec, for the construction of a mobile machine that utilizes the TORtec technology, referred to as the Tornado M. The total purchase price was 394,000 Euros (US $474,159 as of September 9, 2017 date of the agreement).  On March 3,

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2018, the agreement was amended to the amount of 305,535 Euros or US $367,696 representing the original amount of 394,000 Euros or US $474,159 less the amount of 88,465 Euros or US $106,463 originally allocated to the Kaeser screw-compressor, plus the additional amount of 48,040 Euros or US $57,814 in the form of prepayment for transportation and expenses of technical personnel to come to the USA to commission the mobile “TORNADO M” unit and payment in advance for an additional vortex chamber with resonating frequency rings for additional applications for the mobile “TORNADO M” unit, including transportation & insurance to Idaho.

The Company has paid the total amount of two payments totaling 354,600 euros or US $425,510 plus an additional payment of 30,000 Euros or $35,947 for the one-time License fee. The Company received the Tornado M machine in second fiscal quarter of 2019. The Tornado M is currently being prepared to be used in the Company's operations.

On February 19, 2019, TORtec entered into an agreement with TORtec Forschungsinstitut GmbH, the successor-in-interest to Scientific Research Institute of Technological Progress (“SRITP”), a Cyprus entity, controlled by the same shareholder.  A copy is attached to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2019 as Exhibit 10.3. This license enlarged the original license with TORtec Forschungsinstitut GmbH and SRITP and granted exclusive worldwide rights to use the TOR-technology in the following applications:

Mining industry and mineral processing, including: methods of disintegration of mineral raw materials, methods and technologies of further enrichment of rocks, minerals and processing of technogenic accumulations under the code name "TOR-technology" exploitation of specialized mineral processing "Tornado" utility models and the subsequent recipience of the products by the disintegration of mineral raw materials, mechanical activation, mechanochemical activation and mechanosynthesis to receive a large range of finished products, blends, composites and solutions; commercialization of licensor's technological solutions and projects in the mining industry and in the processing of mineral raw materials and technogenic accumulations to wit:

·

methods, techniques and technologies of disintegration of materials, minerals and rocks, mining;

·

industrial waste with subsequent enrichment and/or with the recipience of the product;

·

methods and technologies of mechanical activation, mechanochemical activation;

·

mechanosynthesis of mineral raw materials, obtaining materials with new properties and new;

·

materials, composites, mixtures, solutions;

·

methods and technologies of deep processing and decontamination of contaminated materials, waste, and water reclamation;

·

methods and technologies of restoration of the fertility of the land, obtaining new classes of mineral and biomineral fertilizers and mixtures and mineral protection of soil and plants; and

·

all or some know-how’s, trademarks, design development and technical knowledge.

On April 12, 2019, TORtec entered into a general, exclusive, unlimited, irrevocable and perpetual license with TORtec Forschungsinstitut GmbH. A copy is attached to the Company’s Quarterly Report on Form 10-Q for the period ended December 31, 2019 as Exhibit 10.4. The license grants to the Company the right to use the technology, know-how, development and technical knowledge for industrial and commercial applications of the complex “TOR-technology” and utility model “Tornado” in the project Titan+ materials science and production of micro- and nano-structured micropowders for laser (3d-printing, am-technology), powder and plasma metallurgy for the following applications:

·

Field of disintegration (micronization) of various non-mineral material;

·

Production of non-mineral micro- and nano-structured micro powders of metal ceramics, carbides, metal oxides and their mixtures for powder, laser and plasma metallurgy;

·

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Related documentation, development and production of unique installations of resonant gas-dynamic grinding of different types of non-mineral materials, united under a common understanding "tornado"

·

The technologies for grinding non-mineral materials, including multi-component and various-phase materials, their functionalization and modification, their mechanical, mechanochemical activation and mechanosynthesis;

·

The production of dispersed new non-mineral materials and non-mineral materials with new properties; and

·

All know-how’s, trademarks, design development and technical knowledge relating to the applications above.

The TORtec Technology Business

As described above, the Company s wholly-owned subsidiary, TORtec Group, entered into an Exclusive License Agreement on cooperation and joint activities on commercialization of TOR-technologies, introduction of new productions, products and services in the markets of North, Central and South America with the parties that invented the TOR-technology. The Exclusive License Agreement grants to TORtec Group an exclusive license to utilize the technology for certain purposes throughout North, Central and South America.  The ‘TOR-technology’ equipment is best described as a cascaded adiabatic resonance vortex mill utilizing compressed air as the energy in the system. This proprietary technology includes the ability to size and classify material processed by elemental composition and specific gravity.

The TOR Technology

A new technology is being used inside the resonance “Tornado” mills, a noncontact material grinding, where the grinding processes are performed by means of an air vortex, artificially produced in an enclosed space within the processing chamber.

As an energy carrier (fuel), the following may be used:

·

pressurized air (compressor or a turbine);

·

any inert gas supplied under pressure;

·

high-pressure steam (superheated steam);

·

the medium in the supercritical state (fluids), such as (CO2); and

·

cooling agents.

The resonant vortex “TORNADO” installation is a gas-dynamic mill in which the technology of cascaded adiabatic resonance impact grinding is implemented, impact velocities of which are close to a breakdown threshold. The installation is designed in a way so that any particle of the input material gets literally torn by the repeated crossing of the differential pressure zones in the intervortex vacuum chamber, which produces ultrahigh gradient (pressure drops) at the interface (up to hundreds of thousands atmospheres).

When the material is injected into such area of pressure differential, a rupture of the material’s structure and clusters occurs. Such mechanism can be compared to the mechanism of material’s sample destruction, which is done in order to determine its strength characteristics at tensile test plants. That is, the grinding occurs not due to the friction or any other mechanic force, but by “air” and resonances, which provide a high and efficient performance, great flow rate of raw material as well as inexpensive exploitation (no rubbing parts) with low power consumption. The TOR technology can be used for: (1) micropulverization; (2) blending of materials; and (3) concentrating of materials.

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Initial Problems with the Tornado M Machine

As explained in the Company’s Annual Report for the fiscal year ended March 31, 2020, the Company incurred significant problems when attempting to use the Tornado M machine that was delivered to the Company.  The air compressor purchased for the unit and the required air volume as prescribed by the manufacturer for the unit were inadequate and the initial air compressor had to be replaced with two compressors. We also learned through independent material handling and filter industry technicians and personnel that the unit was not ready for production for other reasons.  These reasons included the following: (a) the material feed did not work properly; (b) two sets of bearings for the unit's rotary feeder were worn out within hours of operation; and (c) significant material “blow-back” occurred from the inlet to the unit.  The cyclone system for the unit did not properly capture or separate the material as represented by MTM/Smidt or the manufacturer. The Donaldson filter provided with the unit did not work due to the pulse jet controller being inoperable and milled material could not be captured properly. 

From May, 2019, it took about a year to get the unit working properly.  The only original piece of the unit after this development was the vortex mill (the “mill”).  All other components of the unit were replaced.  Thus, as of April 30, 2020, due to the replacement parts and indicators that other potential parts were non-operational for the intended purposes the Company recorded an impairment of $389,000.  In May 2020, several tons of material consisting of minerals from both Hungary and Nevada together with zeolite from Preston, Idaho were successfully processed through the unit.  Unfortunately, it was determined that the resonant frequency rings in the mill and the mill housing itself was not made of Boron Carbide as contracted with MTM - but mild steel, and the mill wore out after about seven tons being processed.  We replaced the mild steel rings with hardened steel to resolve the problem with the mill which is now in working condition.

North American Territory to go to Nano.  An agreement has been executed by the Company and Nano.  The Company then raised additional funds for ongoing operations for legal, accounting and auditing in addition to funds needed to get the unit working for the Nano joint venture.

 

For a detailed description of the formation of TORtec Nanosynthesis Corp. and the sale of a 49.9% interest in that company, see the Company’s Current Report on Form 8-K for March 31, 2020 which was filed on April 8, 2020, and is incorporated herein by this reference.  

 

Principal Products or Services and their Markets

The Company has no present contracts to provide any products or services.  The Company has been in contact with companies that sell zeolites about the possibility of using the ‘TOR-technology’ to break down or reduce the size of zeolites to approximately three to five microns in size, which can then be used for different commercial purposes. The Company tested the Tornado M machine on zeolites. The technology was successful in pulverizing the zeolite; however, it was determined that the cyclone and air filtration systems were inadequate to handle the amount of air introduced into the vortex mill. Without the properly sized air filtration system, the Company will not be able to process material and comply with air quality industry standards. After the purchase and installation of additional air handling and filtration equipment, the Company may pursue a contract with third parties to generate revenues.

According to Explainthatstuff.com, “zeolites are hydrated aluminosilicate minerals made from interlinked tetrahedra of alumina (AlO4) and silica (SiO4). In simpler words, they're solids with a relatively open, three-dimensional crystal structure built from the elements aluminum, oxygen, and silicon, with alkali or alkaline-Earth metals (such as sodium, potassium, and magnesium) plus water molecules trapped in the gaps between them. Zeolites form with many different crystalline structures, which have large open pores (sometimes referred to as cavities) in a very regular arrangement and roughly the same size as small molecules.  There are about 40 naturally occurring zeolites, forming in both volcanic and sedimentary rocks; according to the US Geological Survey, the most commonly mined forms include chabazite, clinoptilolite, and mordenite. Dozens more artificial, synthetic zeolites (around 150) have been designed for specific purposes, the best known of which are zeolite A (commonly used as a laundry detergent), zeolites X and Y (two different types of faujasites, used for catalytic cracking), and the petroleum catalyst ZSM-5 (a branded name for pentasil-zeolite).”

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Results of Operations

Three Months Ended December 31, 2020 compared to the Three Months Ended December 31, 2019

We reported no sales for the three months ended December 31, 2020 and 2019 due to the lack of revenue generating activities.

Research and development expenses during the three months ended December 31, 2020 were $1,786, compared to $48,175 during the three months ended December 31, 2019, a decrease of $46,389.  The decrease was related to the decrease in development of the Tornado M unit to which we are approaching a final workable unit. We expect to incur additional costs until the Tornado M unit is ready for production.

General and administrative expenses during the three months ended December 31, 2020 were $32,274, compared to $25,183, during the three months ended December 31, 2019, an increase of $7,091.  The increase in general and administrative expenses during the three months ended December 31, 2020 as compared to the prior period, was directly related to additional professional costs and rent related to a facility in which we commenced rental of in October 2019.

We incurred a net loss of $79,060, or $0.00 per share, in the three months ended December 31, 2020, compared to a net loss of $66,500, or $0.00 per share, incurred in the three months ended December 31, 2019.  The increase in net loss in the current period related to $45,000 recorded in connection with the impairment of equipment for which was not being utilized, offset by a decrease in research and development expenses incurred in the current period.  We incurred a non-controlling loss of $10,965 in the three months ended December 31, 2020, and we incurred no similar non-controlling loss in the three months ended December 31, 2019.  

Nine months Ended December 31, 2020 compared to the Nine months Ended December 31, 2019

We reported no sales for the nine months ended December 31, 2020 and 2019 due to the lack of revenue generating activities.

Research and development expenses during the nine months ended December 31, 2020 were $45,968, compared to $60,307 during the nine months ended December 31, 2019, a decrease of $14,339. The decrease was related to the decrease in development of the Tornado M unit to which we are approaching a final workable unit. We expect to incur additional costs until the Tornado M unit is ready for production.

General and administrative expenses during the nine months ended December 31, 2020 were $131,595, compared to $86,891, during the nine months ended December 31, 2019, an increase of $44,704. The increase in general and administrative expenses during the nine months ended December 31, 2020 as compared to the prior period, was directly related to additional professional costs and rent related to a facility in which we commenced rental of in October 2019.

We incurred a net loss of $222,563, or $0.00 per share, in the nine months ended December 31, 2020, compared to a net loss of $140,340, or $0.00 per share, incurred in the nine months ended December 31, 2019. The increase in net loss in the current period is primarily attributed to an increase in general and administrative expenses incurred in the current period as well as $45,000 recorded in connection with the impairment of equipment for which was not being utilized.  We incurred a non-controlling loss of $48,640 in the nine months ended December 31, 2020, and we incurred no similar non-controlling loss in the nine months ended December 31, 2019.  

Liquidity

Current assets at December 31, 2020, included cash of $6,811. At March 31, 2020 current assets consisted of cash of $1,043 and subscriptions receivable of $165,000.  At December 31, 2020, we had a negative working capital of $419,651, as compared a negative working capital of $127,340 at March 31, 2020.  The decrease in working capital is mostly due to additional monies needed to fund the Company’s operations.

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Capital Resources

During the nine months ended December 31, 2020, operating activities used cash of $169,524 compared to $176,937 net cash used in the nine months ended December 31, 2019, a decrease of $7,413. The decrease related to the payment of payables offset by an increase in net loss during the current period.

During the nine months ended December 31, 2019, investing activities consisted of $35,051 expended in connection with the Company obtaining a license for which the term is perpetual. During the current period the Company purchased $114,748 of equipment in connection with the Tornado M, specifically, the Company made significant improvements to the electrical infrastructure of their leased facilities. In the nine months ended December 31, 2019, the Company made purchase of $33,800 in equipment related to the Tornado M.

During the nine months ended December 31, 2020, we received cash from financing activities of $290,040, which related to the collection of a subscription receivable and short-term advances from related parties of $165,000 and net short-term advances from related parties $125,040. During the nine months ended December 31, 2019, we received cash from financing activities of $273,700 of which $63,700 was from Capital Vario and $150,000 from the sale of common stock to a third party and $60,000 to related parties. The proceeds were used to fund operations.

As reflected in the condensed consolidated financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern.  We intend to fund future operations for the next 12 months through cash on hand, through additional advances from related parties and if needed from the sale of debt or equity securities.  Currently, we cannot provide assurance that such financing will be available to us on favorable terms, or at all.  If, after utilizing the existing sources of capital available to us, further capital needs are identified and if we are not successful in obtaining the required financing, we may be forced to curtail our existing or planned future operations.  We believe our plans will enable us to continue our current operations for in excess of one year from the issuance date of this Quarterly Report. However, those plans are dependent upon obtaining additional capital until cash flows from operations generated are sufficient to fund operations.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements during the three months ended December 31, 2020.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

A “smaller reporting company” (as defined by Item 10 of Regulation S-K) is not required to provide the information required by this Item pursuant to Item 305(e) of Regulation S-K.

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

Our management, with the participation of our chief executive officer and chief financial officer, evaluated the effectiveness of our disclosure controls and procedures as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) as of the end of the period covered by this Quarterly Report.  In designing and evaluating the disclosure controls and procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives.  In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.  The design of any disclosure controls and procedures also is based in part upon certain assumptions about the likelihood of future events and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions.

Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2020, our disclosure controls and procedures were not effective, and do not provide reasonable assurance that

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information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission (the “SEC”) rules, regulations and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure.

The primary reason for this is due to the fact that the Company only currently has one employee that enters into, reviews, and controls all transactions.  The individual is also responsible for financial and regulatory reporting. We cannot remedy the weakness until additional employee(s) and/or consultants can be retained to adequately segregate duties.  Until such time, management is maintaining adequate records to substantiate transactions.

 

Changes in Internal Control over Financial Reporting

Our management, with the participation of the chief executive officer and chief financial officer, has concluded there were no significant changes in our internal controls over financial reporting that occurred during our last fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 6.

Exhibits

SEC Ref. No.	Title of Document
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS*	XBRL Instance Document
101.SCH*	XBRL Taxonomy Extension Schema Document
101.CAL*	XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF*	XBRL Taxonomy Extension Definition Linkbase Document
101.LAB*	XBRL Taxonomy Extension Label Linkbase Document
101.PRE*	XBRL Taxonomy Extension Presentation Linkbase Document

__________________

*Filed with this Quarterly Report.

**Furnished with this Quarterly Report.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

TORTEC GROUP CORPORATION

Date: February 16, 2021

By:/s/ Stephen H. Smoot

Stephen H. Smoot

President and Chief Executive Officer

Date: February 16, 2021

By:/s/ Irina Kochetkova

Irina Kochetkova

Chief Financial Officer and Principal Accounting Officer

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