Quarterly Report (10-q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2021

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 incorporation or organization)			(I.R.S. Employer Identification No.)

30 N. Gould St., Suite 2489

Sheridan, WY 82801 USA

(Address of Principal Executive Offices)

[phone]

(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 ☒  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 ☒  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 ☒
Accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☒

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 ☒

The number of shares outstanding of the registrant’s Common Stock, par value $0.001 on February 22, 2022, was 100,074,854.

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TABLE OF CONTENTS

Heading	Page
PART I: FINANCIAL INFORMATION
Item 1.Financial Statements​​	6
Condensed Balance Sheets – As of December 31, 2021 and March 31, 2021 (unaudited)	7
Condensed Statements of Operations – For the three and nine months ended December 31, 2021 and 2020 (consolidated) (unaudited)	8
Condensed Statements of Stockholders’ Deficit – For the three and nine months periods ended December 31, 2021 and 2020 (consolidated) (unaudited)	9
Condensed Statements of Cash Flows – For the nine months ended December 31, 2021 and 2020 (consolidated) (unaudited)	10
Notes to Condensed Financial Statements	11

Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.Quantitative and Qualitative Disclosure about Market Risk	16
Item 4.Controls and Procedures	16
PART II: OTHER INFORMATION
Item 6.Exhibits	17
Signatures	18

 

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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.

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TORTEC GROUP CORPORATION

CONDENSED BALANCE SHEETS

(unaudited)

		December 31,			March 31,
		2021			2021
ASSETS
Current Assets
Cash		$	175		$	10,875
Total Current Assets			175			10,875
Total Assets		$	175		$	10,875
LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities		$	25,650		$	19,500
Short term advances - related parties			33,000			-
Total Current Liabilities and Total Liabilities			58,650			19,500
Commitments and contingencies (Note 3)
Shareholders' Deficit
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, 2021 and March 31, 2021			100,075			100,075
Additional paid-in capital			6,881,516			6,881,516
Accumulated deficit			(7,040,066)			(6,990,216)
Total Shareholders' Deficit			(58,475)			(8,625)
Total Liabilities and Shareholders' Deficit		$	175		$	10,875

See accompanying notes to the condensed financial statements.

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TORTEC GROUP CORPORATION

CONDENSED STATEMENTS OF OPERATIONS

(unaudited)

		For the Three Months Ended							For the Nine Months Ended
		December 31,							December 31,
		2021			2020				2021				2020
					(consolidated)									(consolidated)
Sales		$	-		$	-			$	-			$	-
Operating Expenses
Research and development			-			-				-				-
General and administrative			9,406			12,000				49,850				61,282
Total Operating Expenses			9,406			12,000				49,850				61,282
Operating Loss			(9,406)			(12,000)				(49,850)				(61,282)
Gain on extinguishment of liabilities			-			-				-				-
Gain on disposition of assets			-			-				-				-
Impairment of assets			-			-				-				-
Loss before provision for income taxes and discontinued operations			(9,406)			(12,000)				(49,850)				(61,282)
Provision for income taxes			-			-				-				-
Loss before loss from discontinued operations			(9,406)			(12,000)				(49,850)				(61,282)
Discontinued operations			-			(67,060)				-				(161,281)
Net loss		$	(9,406)		$	(79,060)			$	(49,850)			$	(222,563)
Non-controlling loss			-			10,965				-				48,640
Net loss attributable to TORtec Group Corporation		$	(9,406)		$	(68,095)			$	(49,850)			$	(173,923)
Basic and Diluted Loss per Share - Continuing Operations		$	(0.00)		$	(0.00)			$	(0.00)			$	(0.00)
Basic and Diluted Loss per Share - Discontinued Operations		$	(0.00)		$	0.00			$	(0.00)			$	(0.00)
Basic and Diluted Loss per Share - Net Loss		$	(0.00)		$	(0.00)			$	(0.00)			$	(0.00)
Basic and Diluted Weighted-Average
Common Shares Outstanding			100,074,854			100,074,854				100,074,854				100,074,854

See accompanying notes to the condensed financial statements.

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TORTEC GROUP CORPORATION

CONDENSED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)

(unaudited)

		Common Stock						Additional Paid-in Capital			Non-controlling Interest			Accumulated Deficit
		Shares			Amount												Total
Periods ended December 31, 2020 -
Balance at March 31, 2020 (consolidated)			100,074,854		$	100,075		$	6,881,516		$	(155,979)		$	(6,623,555)		$	202,057
Non-controlling interest- Tortec Nanosynthesis			-			-			-			(20,827)			-			(20,827)
Net loss			-			-			-			-			(42,305)			(42,305)
Balance at June 30, 2020 (consolidated)			100,074,854		$	100,075		$	6,881,516		$	(176,806)		$	(6,665,860)		$	138,925
Non-controlling interest- Tortec Nanosynthesis			-			-			-			(16,848)			-			(16,848)
Net loss			-			-			-			-			(63,523)			(63,523)
Balance at September 30, 2020 (consolidated)			100,074,854		$	100,075		$	6,881,516		$	(193,654)		$	(6,729,383)		$	58,554
Non-controlling interest- Tortec Nanosynthesis			-			-			-			(10,965)			-			(10,965)
Net loss			-			-			-			-			(68,095)			(68,095)
Balance at December 31, 2020 (consolidated)			100,074,854		$	100,075		$	6,881,516		$	(204,619)		$	(6,797,478)		$	(20,506)
Periods ended December 31, 2021 -
Balance at March 31, 2021			100,074,854		$	100,075		$	6,881,516		$	-		$	(6,990,216)		$	(8,625)
Net loss			-			-			-			-			(5,113)			(5,113)
Balance at June 30, 2021			100,074,854		$	100,075		$	6,881,516		$	-		$	(6,995,329)		$	(13,738)
Net loss			-			-			-			-			(35,331)			(35,331)
Balance at September 30, 2021			100,074,854		$	100,075		$	6,881,516		$	-		$	(7,030,660)		$	(49,069)
Net loss			-			-			-			-			(9,406)			(9,406)
Balance at December 31, 2021			100,074,854		$	100,075		$	6,881,516		$	-		$	(7,040,066)		$	(58,475)

See accompanying notes to the condensed financial statements.

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TORTEC GROUP CORPORATION

CONDENSED STATEMENTS OF CASH FLOWS

(unaudited)

		For the Nine Months Ended
		December 31,
		2021			2020
					(consolidated)
Cash Flows from Operating Activities:
Net loss		$	(49,850)		$	(222,563)
Adjustments to reconcile net loss to net cash
from operating activities:
Impairment of property and equipment			-			45,000
Changes in assets and liabilities:
Accounts payable and accrued liabilities			6,149			8,039
Net Cash Used in Operating Activities			(43,701)			(169,524)
Cash Flows from Investing Activities:
Purchase of property and equipment			-			(114,748)
Net Cash Used in Investing Activities			-			(114,748)
Cash Flows from Financing Activities:
Proceeds from short term advances - related parties			33,000			145,040
Repayments of short term advances - related parties			-			20,000
Collection of subscrptions receivable			-			165,000
Cash Flows Provided by Financing Activities:			33,000			290,040
Net Change in Cash			(10,701)			5,768
Cash at Beginning of Year			10,876			1,043
Cash at End of Year		$	175		$	6,811
Supplement Disclosure of Cash Flow Information:
Cash paid for interest		$	-		$	-
Cash paid for income taxes		$	-		$	-

See accompanying notes to the condensed financial statements.

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TORTEC GROUP CORPORATION

Notes to the Condensed Financial Statements

(Unaudited)

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.

Transfer of Subsidiaries and Assets to Capital Vario

In March 2021, in satisfaction of amounts due to Capital Vario, the Company transferred the ownership of TORtec Group, Inc and its 50.1% owned subsidiary, TORtec Nanosynthesis Corp, which held substantially all of the Company’s assets, including the Tornado M and related licenses, building lease to Capital Vario. The completion of the transaction required shareholder approval for which voting commenced in February 2021 and was completed at the Company’s stockholders meeting in March 2021. As of the date of these financial statements, the Company does not have any potential operations which could result in future cash flows. See discontinued operations below.

Discontinued Operations

In March 2021, due to the transfer of subsidiaries and assets discussed above to Capital Vario in satisfaction of amounts due to them, the Company has ceased operations relate to the Tortec Tornado unit. The Company has reflected these operations as discontinued operations in the accompanying financial statements. The following is a summary of discontinued operations included within the financial statements as of and for the three and nine months ended December 31, 2021 and 2020.

		For the Three Months Ended								For the Nine Months Ended
		December 31,								December 31,
		2021				2020				2021				2020
Operating Expenses
Research and development		$	-			$	1,786			$	-			$	45,968
General and administrative			-				20,274				-				70,313
Impairment of property and equipment			-				45,000				-				45,000
Total Operating Expenses			-				67,060				-				161,281
Operating Loss - Discontinued Operations		$	-			$	(67,060)			$	-			$	(161,281)

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There are no discontinued assets or liabilities as of December 31, 2021 and March 31, 2021 and there was no impact on the cash statement for the nine months ended December 31, 2021. Discontinued operations related to the cash flow statements primarily related to purchases of equipment, license and other assets of $114,748, borrowings under short term advances, net of repayments, of $125,040 and a $45,000 impairment of equipment during the nine months ended December 31, 2020. Operating activities during the nine months ended December 31, 2020, were insignificant and consistent of minor amounts of accounts payable.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the condensed 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Interim Condensed Financial Statements

The accompanying unaudited interim condensed 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 financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim condensed financial statements should be read in conjunction with the audited financial statements of the Company for the year ended March 31, 2021. The results of operations for the three and nine months ended December 31, 2021 are not indicative of the results that may be expected for the full year.

The financial statements for the three and nine months ended December 31, 2020 are consolidated with the Company’s former subsidiaries.

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 financial statements and the accompanying notes to condensed 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.

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 – COMMITMENTS AND CONTINGENCIES

The Company does not have any pending or threatened litigation.

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NOTE 4 – RELATED PARTY TRANSACTIONS

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 September 30, 2021 and 2020, Capital Vario advanced the Company $33,000 and $145,040, respectively.

See Note 5 for collection of a subscription receivable from a related party.

NOTE 5 – STOCKHOLDERS’ DEFICIT

Preferred Stock

Under the Company’s articles of incorporation, the board of directors is authorized, without stockholder action, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the number of shares and rights, preferences, and limitations of each series. Among the specific matters that may be determined by the board of directors are the dividend rate, the redemption price, if any, conversion rights, if any, the amount payable in the event of any voluntary liquidation or dissolution, and voting rights, if any. If the Company offers preferred stock, the specific designations and rights will be described in amended articles of incorporation.

Common Stock

As of December 31, 2021, the Company has 200,000,000 authorized common shares.

Subscriptions Receivable

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 in a former subsidiary of the Company. The proceeds from the subscriptions were received on April 2, 2020.

NOTE 6 – SUBSEQUENT EVENTS

The Company has evaluated subsequent events after December 31, 2021, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes to the condensed 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 and Disposal 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.

 

On November 22, 2017, the Company acquired TORtec Group as part of a plan to license and operate a nano milling technology to provide nano milled products and services to industry (“TOR-technology”). After expending our best efforts to since that acquisition to develop a profitable business, our Board of Directors concluded it was in our best interests to pursue another direction. Accordingly, on March 20, 2021 at our Annual Shareholders Meeting, the shareholders approved the sale of TORtec Group and all other assets of the Company to Capital Vario CR S.A. (“Capital Vario”) in complete and final settlement of the Company’s debts owed to Capital Vario. The Company presently has limited assets and is conducting a search for an attractive business opportunity and acquisition.

 

Results of Operations

 

Three Months Ended December 31, 2021 compared to the Three Months Ended December 31, 2020

 

General and administrative expenses during the three months ended December 31, 2021 were $9,406, compared to $12,000, during the three months ended December 31, 2020, a decrease of $2,594.  The decrease in general and administrative expenses was directly related to the decrease in professional fees due to decrease in operations during fiscal 2022.

 

The decrease in discontinued operation expense of $67,060 during the three months ended December 31, 2020 as to the current period of zero is a direct result of the disposal of our subsidiaries.

 

Nine Months Ended December 31, 2021 compared to the Nine Months Ended December 31, 2020

 

General and administrative expenses during the nine months ended December 31, 2021 were $49,580, compared to $61,282, during the nine months ended December 31, 2020, a decrease of $11,432.  The decrease in general and administrative expenses was directly related to the reduction of our operations due to the sale of our subsidiaries.

 

The decrease in discontinued operation expense of $161,281 during the three months ended December 31, 2020 as to the current period of zero is a direct result of the disposal of our subsidiaries.

 

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Liquidity

 

Current assets at December 31, 2021, included cash of $175. At March 31, 2021 current assets consisted of cash of $10,875.  At December 31, 2021, we had a negative working capital of $58,475, as compared a negative working capital of $8,625 at March 31, 2021.  The decrease in working capital is mostly due to additional monies needed to fund the Company’s operations.

 

Capital Resources

 

During the nine months ended December 31, 2021, operating activities used cash of $43,701 compared to $169,524 net cash used in the nine months ended December 31, 2020, a decrease of $125,823. The decrease related to reduction of our operations due to the sale of our subsidiaries.

 

During the nine months ended December 31, 2020, investing activities consisted of $114,748 expended in connection with the Company obtaining equipment in connection with the Tornado M.

 

During the nine months ended December 31, 2021, we received cash from related parties of $33,000. 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. The proceeds were used to fund operations.

 

As reflected in the condensed 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 nine months ended December 31, 2021.

 

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.

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Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of December 31, 2021, our disclosure controls and procedures were not effective, and do not provide reasonable assurance that 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 22, 2022	By:	/s/ Stephen H. Smoot
		Stephen H. Smoot
		President and Chief Executive Officer
Date: February 22, 2022	By:	/s/ Irina Kochetkova
		Irina Kochetkova
		Chief Financial Officer and Principal Accounting Officer

 

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