Company Quick10K Filing
Quick10K
Geo Point Resources
10-Q 2019-09-30 Quarter: 2019-09-30
10-Q 2019-06-30 Quarter: 2019-06-30
10-K 2019-03-31 Annual: 2019-03-31
10-Q 2018-12-31 Quarter: 2018-12-31
10-Q 2018-09-30 Quarter: 2018-09-30
10-Q 2018-06-30 Quarter: 2018-06-30
10-K 2018-03-31 Annual: 2018-03-31
10-Q 2017-12-31 Quarter: 2017-12-31
10-Q 2017-09-30 Quarter: 2017-09-30
10-K 2017-06-30 Annual: 2017-06-30
10-K 2017-03-31 Annual: 2017-03-31
10-Q 2016-12-31 Quarter: 2016-12-31
10-Q 2016-09-30 Quarter: 2016-09-30
10-Q 2016-06-30 Quarter: 2016-06-30
10-K 2016-03-31 Annual: 2016-03-31
10-Q 2015-12-31 Quarter: 2015-12-31
10-Q 2015-09-30 Quarter: 2015-09-30
10-Q 2015-06-30 Quarter: 2015-06-30
10-K 2015-03-31 Annual: 2015-03-31
10-Q 2014-12-31 Quarter: 2014-12-31
10-Q 2014-09-30 Quarter: 2014-09-30
10-Q 2014-06-30 Quarter: 2014-06-30
10-K 2014-03-31 Annual: 2014-03-31
10-Q 2013-12-31 Quarter: 2013-12-31
8-K 2019-05-22 Enter Agreement, Officers, Exhibits
8-K 2018-07-03 Officers
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ADVV Adveco Group 1,042
ROII ROI Land Investments 4
WIZP Wize Pharma 3
PCYN Procyon 1
STMM Stemcell Holdings 0
PLICO Protective Life Insurance 0
RTE Red Trail Energy 0
PCFG Pacific Gold & Royalty 0
RGPT Rodin Global Property Trust 0
GPRI 2019-09-30
Part I - Financial Information
Item 1.
Note 1 - Organization and Business
Note 2 - Summary of Significant Accounting Policies
Note 3 - Financial Statement Elements
Note 4 - Short Term Advances
Note 5 - Commitments and Contingencies
Note 6 - Shareholders' Equity
Note 7 - Related Party Transaction
Note 8 - Subsequent Events
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Item 4. Controls and Procedures
Part II - Other Information
Item 1. Legal Proceedings
Item 1A. Risk Factors
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Item 3. Defaults Upon Senior Securities
Item 4. Mine Safety Disclosures
Item 5. Other Information
Item 6. Exhibits
EX-10 torteclicenseagreementfebrua.htm
EX-10 tortectitanlicenseagreementa.htm
EX-31 ex31-1.htm
EX-31 ex31-2.htm
EX-32 ex32-1.htm
EX-32 ex32-2.htm

Geo Point Resources Earnings 2019-09-30

GPRI 10Q Quarterly Report

Balance SheetIncome StatementCash Flow

10-Q 1 f1281110-qgeopointresources9.htm QUARTERLY REPORT ON FORM 10Q FOR THE QUARTER ENDED SEPTEMBER 30, 2019 UNITED STATES

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 September 30, 2019


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 [  ]


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, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer [  ]

Accelerated filer [  ]

Non-accelerated filer   [X]

Smaller reporting company [X]

        Emerging growth [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]



APPLICABLE ONLY TO CORPORATE ISSUERS


Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.


      Class

     Outstanding as of November 14, 2019

Common Stock, $0.001 par value

 100,000,000




2




                                                                     TABLE OF CONTENTS



Heading

 

Page

 

 

 

PART I: FINANCIAL INFORMATION

 

 

 

Item 1.

Financial Statements

6

 

 

 

Consolidated Balance Sheets -- As of September 30, 2019 and March 31, 2019 (unaudited)

7

 

 

 

Consolidated Statements of Operations -- For the three and six months ended September 30, 2019 and 2018 (unaudited)

8

 

 

 

Consolidated Statements of Stockholders Equity – For the three and six months ended September 30, 2019 and 2018 (unaudited)

9

 

 

 

 

Consolidated Statements of Cash Flows – For the six months ended September 30, 2019 and 2018 (unaudited)

10

 

 

 

Notes to Consolidated Financial Statements

11

 

 

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

15

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

19

 

 

Item 4.

Controls and Procedures

19

 

 

 

PART II: OTHER INFORMATION

 

 

 

Item 1.  

Legal Proceedings

20

 

 

 

Item 1A.

Risk Factors

20

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

20

 

 

 

Item 3.

Defaults upon Senior Securities

20

 

 

 

Item 4

Mine Safety Disclosures

20

 

 

 

Item 5.

Other Information

20

 

 

 

Item 6.

Exhibits

21

 

 

Signatures

22





3





FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, 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,” “will,” “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:


·

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.



4




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.




5





 PART I – FINANCIAL INFORMATION


Item 1.

Financial Statements


The accompanying consolidated balance sheets of TORtec Group Corporation (formerly Geo Point Resources, Inc.) at September 30, 2019 and March 31, 2019, and the related consolidated statements of operations and stockholders' equity for the three and six months ended September 30, 2019 and 2018 and the related consolidated statements of cash flows for the six months ended September 30, 2019 and 2018 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 periods ended September 30, 2019, are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2020.







6




TORTEC GROUP CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)


 

 

September 30,

 

March 31,

 

 

2019

 

2019

 

 

 

 

 

ASSETS

 

 

 

 

Current Assets

 

 

 

 

Cash

 

 $          44,539

 

 $            4,477

Notes receivable, net of allowance of $155,000 and $155,000, respectively

 

                   -

 

                   -

Other current assets

 

               1,300

 

               1,300

Total Current Assets

 

             45,839

 

               5,777

Construction in progress

 

           646,553

 

           612,753

License

 

             35,051

 

                   -

Total Assets

 

 $       727,443

 

 $       618,530

 

 

 

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued liabilities

 

 $            4,987

 

 $          35,934

Advance receipts for common stock subscriptions

 

           150,000

 

                   -

Short term advances - related parties

 

           388,690

 

           324,990

Discontinued operations

 

               9,064

 

               9,064

Total Current Liabilities

 

           552,741

 

           369,988

 

 

 

 

 

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;

 

 

 

 

100,000,000 shares issued and outstanding, respectively

 

           100,000

 

100,000

Additional paid-in capital

 

     5,977,077

 

5,977,077

Accumulated deficit

 

   (5,902,375)

 

(5,828,535)

Total Shareholders' Equity

 

           174,702

 

           248,542

Total Liabilities and Shareholders' Equity

 

 $       727,443

 

 $       618,530







See accompanying notes to the consolidated financial statements.



7





TORTEC GROUP CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)


 

 

For the Three Months Ended

 

For the Six Months

 

 

September 30,

 

September 30,

 

 

2019

 

2018

 

2019

 

2018

 

 

 

 

 

 

 

 

 

Sales

 

 $                -

 

 $                 -

 

 $                  -

 

 $                  -

 

 

 

 

 

 

 

 

 

Operating Expenses

 

 

 

 

 

 

 

 

Research and development

 

      7,890

 

            -

 

   12,132

 

               -

General and administrative

 

      32,679

 

      43,715

 

      61,708

 

     74,165

Total Operating Expenses

 

  40,569

 

 43,715

 

   73,840

 

   74,165

Operating Loss

 

  (40,569)

 

(43,715)

 

  (73,840)

 

 (74,165)

Discontinued operations

 

            -

 

            -

 

          -

 

          -

Net loss

 

 $    (40,569)

 

 $    (43,715)

 

 $    (73,840)

 

 $     (74,165)

 

 

 

 

 

 

 

 

 

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

 

  100,000,000

 

  100,000,000

 

  100,000,000

 

  100,000,000





  


See accompanying notes to the consolidated financial statements.




8





TORTEC GROUP CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)


 

Common Stock

 

 

 

 

 

 

 

Shares

 

Amount

 

Additional Paid-in Capital

 

Accumulated Deficit

 

Total

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2018

 

 

 

 

 

 

 

 

 

Balance at June 30, 2018

100,000,000

 

$100,000

 

$5,977,077

 

$(5,661,309)

 

$415,768

 

 

 

 

 

 

 

 

 

 

Net loss

 -

 

 -

 

 -

 

 (43,715)

 

 (43,715)

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2018

100,000,000

 

$100,000

 

$5,977,077

 

$(5,705,024)

 

$372,053

 

 

 

 

 

 

 

 

 

 

Six months ended September 30, 2018

 

 

 

 

 

 

 

 

 

Balance at March 31, 2018

100,000,000

 

$100,000

 

$5,977,077

 

$(5,630,859)

 

$446,218

 

 

 

 

 

 

 

 

 

 

Net loss

 -

 

 -

 

 -

 

 (74,165)

 

 (74,165)

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2018

100,000,000

 

$100,000

 

$5,977,077

 

$(5,705,024)

 

$372,053

 

 

 

 

 

 

 

 

 

 

Three months ended September 30, 2019

 

 

 

 

 

 

 

 

 

Balance at June 30, 2019

100,000,000

 

$100,000

 

$5,977,077

 

$(5,861,806)

 

$215,271

 

 

 

 

 

 

 

 

 

 

Net loss

 -

 

 -

 

 -

 

(40,569)

 

(40,569)

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2019

100,000,000

 

$100,000

 

$5,977,077

 

$(5,902,375)

 

$174,702

 

 

 

 

 

 

 

 

 

 

Six months ended September 30, 2019

 

 

 

 

 

 

 

 

 

Balance at March 31, 2019

100,000,000

 

$100,000

 

$5,977,077

 

$(5,828,535)

 

$248,542

 

 

 

 

 

 

 

 

 

 

Net loss

 -

 

 -

 

 -

 

(73,840)

 

(73,840)

 

 

 

 

 

 

 

 

 

 

Balance at September 30, 2019

100,000,000

 

$100,000

 

$5,977,077

 

$(5,902,375)

 

$174,702





 

See accompanying notes to the consolidated financial statements.



9





TORTEC GROUP CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


 

 

For the Six Months Ended

 

 

September 30,

 

 

2019

 

2018

 

 

 

 

 

Cash Flows from Operating Activities:

 

 

 

 

Net loss

 

$             (73,840)

 

$             (74,165)

Changes in assets and liabilities:

 

 

 

 

 Prepaid expenses and other current assets

 

                        -

 

     (1,300)

 Accounts payable and accrued liabilities

 

    (30,947)

 

        (5,380)

Net Cash Used in Operating Activities

 

     (104,787)

 

       (80,845)

Cash Flows from Investing Activities:

 

 

 

 

 Purchase of a license

 

       (35,051)

 

           -

 Purchase of property and equipment

 

     (33,800)

 

     (11,590)

Net Cash Used in Investing Activities

 

     (68,851)

 

     (11,590)

Cash Flows from Financing Activities:

 

 

 

 

Proceeds from short term advances - related parties

 

     63,700

 

        62,000

Proceeds from sale of common stock

 

     150,000

 

             -

Cash Flows Provided by Financing Activities:

 

    213,700

 

       62,000

 

 

 

 

 

Net Change in Cash

 

    40,062

 

    (30,435)

Cash at Beginning of Period

 

       4,477

 

        31,684

Cash at End of Period

 

 $                44,539

 

 $                 1,249

 

 

 

 

 

 

 

 

 

 

Supplement Disclosure of Cash Flow Information:

 

 

 

 

 Cash paid for interest

 

 $                         -

 

 $                        -

 Cash paid for income taxes

 

 $                         -

 

 $                        -

 

 

 

 

 

Non-Cash Investing and Financing Activities:

 

 

 

 

 Asset transferred from deposit to property and equipment

 

 $                         -

 

 $            474,978





 

See accompanying notes to the consolidated financial statements.



10




TORTEC GROUP CORPORATION

Notes to the Consolidated Financial Statements (Unaudited)

September 30, 2019 and March 31, 2019


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.


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 consolidated financial statements. The following is a summary of discontinued operations included within the consolidated financial statements as of September 30, 2019 and March 31, 2019:


 

 

September 30,

 

March 31,

 

 

2019

 

2019

LIABILITIES

 

 

 

 

Current Liabilities

 

 

 

 

Accounts payable and accrued liabilities

 

 $            9,064

 

 $            9,064

Total Current Liabilities - Discontinued Operations

 

 $            9,064

 

 $            9,064


Discontinued operations did not impact the consolidated statements of operations and cash flow during the six months ended September 30, 2019 and 2018.



11





Pending Transaction


On May 22, 2019, the Company entered into a Share Exchange Agreement with TORtec Central Asia, a Wyoming corporation, and the sole shareholder of TORtec Central Asia pursuant to which the Company has agreed to acquire 100% ownership of the outstanding shares of TORtec Central Asia stock in exchange for issuing 2,000,000 shares of the Company’s common stock to Merdan Atayev who is the sole shareholder of TORtec Central Asia.  The Share Exchange Agreement is subject to certain terms and conditions which have not yet been completed.  The Share Exchange Agreement also provides that the Company will elect Merdan Atayev as a Vice President of the Company as a condition to the Closing of the proposed acquisition of TORtec Central Asia. As of the date of this filing the transaction has yet to close.


NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Going Concern


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


Interim Consolidated Financial Statements


The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”).  The accompanying consolidated balance sheet as of September 30, 2019, and the consolidated statements of operations, stockholders' equity for the three and six months ended September 30, 2019, and 2018, and the consolidated statements of cash flows for the six months ended September 30, 2019, and 2018, are unaudited. The consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for such periods.  The financial data and other information disclosed in these notes to the consolidated financial statements related to the three and six month period are unaudited. The results of the three and six months ended September 30, 2019, are not necessarily indicative of the results to be expected for the year ending March 31, 2020, any other interim period, or any other future year.


Basis of Accounting


The Company’s 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 consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries TORtec, TORtec Titan+, and its 90% 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+, and TORtec Nanosynthesis Corp. do not have any operations.


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 consolidated financial statements and the accompanying notes to consolidated financial statements.  Actual results could differ from those estimates. Significant estimates made by management include allowance for doubtful accounts and the useful life of property and equipment.


Fair Value of Financial Instruments


The Company complies with the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, as well as certain related FASB staff positions.  This guidance defines fair



12




value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.


The guidance also establishes a fair value hierarchy for measurements of fair value as follows:


·

Level 1 - quoted market prices in active markets for identical assets or liabilities


·

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.


·

Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.


As of September 30, 2019 and March 31, 2019, the Company did not have Level 1, 2, or 3 financial assets or liabilities.  Financial instruments consist of cash, accounts receivable, payables, and a line of credit.  The fair value of financial instruments approximated their carrying values as of September 30, 2019 and March 31, 2019, due to the short-term nature of these items.


Revenue Recognition


The Company will recognize revenue when the earnings process is complete. This generally will occur as services are performed. Currently, the Company does not have any revenue producing activities.


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 six months ended September 30, 2019 and 2018, the Company did not have any dilutive securities.


Recently Adopted Accounting Pronouncements


In February 2016, the FASB issued Accounting Standard Updates (“ASUs”) 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. The Company adopted this standard during the first quarter with no impact on its financial statements and related disclosures.


In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The guidance expands the scope of the topic to include share-based payments granted to non-employees in exchange for goods or services. Upon adoption, the fair value of awards granted to non-employees will be determined as of the grant date, which will be recognized over the service period. Previous guidance required the awards to be remeasured at fair value periodically when determining the related expense. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard during the first quarter with no impact on its financial statements and related disclosures.




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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 September 30, 2019 and March 31, 2019, 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. 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.


Common Stock to be Issued


See Note 6 for discussion.


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 six months ended September 30, 2019, Capital Vario has advanced the Company an additional $63,700 for a total of $388,690 due at September 30, 2019. The balance due to Capital Vario at March 31, 2019 was $324,990. The advances have been reflected as "short term advances - related parties" on the accompanying consolidated balance sheets.  No amounts have been advanced by Capital Vario subsequent to September 30, 2019.


NOTE 5 – COMMITMENTS AND CONTINGENCIES


The Company does not have any pending or threatened litigation or long-term leases.


NOTE 6 - SHAREHOLDERS’ EQUITY


Effective November 14, 2018, the Company increased its authorized common shares to 200,000,000.


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 recently incorporated in May 2019. As of the date of this filing, the Company hasn't issued the shares of common stock and thus has reflected the amount received as common stock to be issued on the accompanying consolidated balance sheet. In addition, to date the subsidiary has yet to commence operations and thus no value was allocated to the sale of the 10% interest.


See Note 1 for disclosure of additional shares.


NOTE 7 - RELATED PARTY TRANSACTION


See Notes 1, 3 and 4, for additional related party transactions.


NOTE 8 - SUBSEQUENT EVENTS

 

In November 2019, the Company received $50,000 from a significant shareholder.  The terms of the transaction aren't finalized yet but the Company expects to issue a convertible note for which is convertible at $10.00 per share.  In addition, the holder is expected to receive a 3.33% interest in TORtec Nanosynthesis Corp, a subsidiary of the Company.

 

The Company has evaluated subsequent events after September 30, 2019, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes to the 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: 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” or “us” and words of similar import under this heading refer to the “Company” 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 8-K Current Report dated April 22, 2013, and filed with the SEC on such date.  See Part IV, Item 15.  


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 has 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 seventeen 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 former TORtec shareholders collectively own ninety percent (90.0%) 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.   Smoot became the President/CEO and Director of TORtec Group 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



15




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 appointing to serve as a director.  Maksim Goncharenko subsequently resigned as a director on July 3, 2018.


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/ Amendment dated June 22, 2018 and filed with the SEC on June 22, 2018.


Future Plan of Operations


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


On September 9, 2017, TORtec Group 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 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.  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/ Amendment 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 Group 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 Group 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 Group (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 is 394,000 Euros ($474,159 as of September 9, 2017 date of the agreement).  On March 3, 2018, the agreement was amended to the amount of 305,535 Euros or $367,696 representing the original amount of 394,000 Euros or $474,159 less the amount of 88,465 Euros or $106,463 originally allocated to the Kaeser screw-compressor, plus the additional amount of 48,040 Euros or $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 (2) payments totaling 354,600 euros or $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 Group 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 hereto 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:



16




·

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, and;

·

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;

·

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


On April 12, 2019, TORtec Group entered into a general, exclusive, unlimited, irrevocable and perpetual license with TORtec Forschungsinstitut GmbH. A copy is attached hereto 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

·

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.

·

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);

• 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



17




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.


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 3 to 5 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).”


Results of Operations


Three Months Ended September 30, 2019 compared to the Three Months Ended September 30, 2018


We reported no sales for the three months ended September 30, 2019 and 2018 due to the lack of revenue generating activities.


Research and development expenses during the three months ended September 30, 2019, were $7,890, compared to $0, during the three months ended September 30, 2018, an increase of $7,890.  The increase was related to the receipt of the Tornado M unit after September 30, 2018 to which we have incurred expenditures to modify and improve our process. We expect to incur additional costs until the Tornado M unit is ready for production.


General and administrative expenses during the three months ended September 30, 2019, were $32,679, compared to $43,715, during the three months ended September 30, 2018, a decrease of $11,036.  The decrease in general and administrative expenses during the three months ended September 30, 2019 as compared to the prior period, was directly related to additional professional costs incurred in the prior period related to the acquisition of TORtec and related public filings.


The Company incurred a net loss of $40,569 in the three months ended September 30, 2019, compared to a net loss of $43,715 incurred in the three months ended September 30, 2018, a decrease of $3,146.


Six Months Ended September 30, 2019 compared to the Six Months Ended September 30, 2018


We reported no sales for the six months ended September 30, 2019 and 2018 due to the lack of revenue generating activities.


Research and development expenses during the six months ended September 30, 2019, were $12,132, compared to $0, during the six months ended September 30, 2018, an increase of $12,132.  The increase was related to the receipt of the Tornado M unit after September 30, 2018 to which we have incurred expenditures to modify and improve our process. We expect to incur additional costs until the Tornado M unit is ready for production.



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General and administrative expenses during the six months ended September 30, 2019, were $61,708, compared to $74,165, during the six months ended September 30, 2018, a decrease of $12,457.  The consistency in general and administrative expenses during the six months ended September 30, 2019 as compared to the prior period, was directly related to additional professional costs incurred in the prior period related to the acquisition of TORtec and related public filings.


The Company incurred a net loss of $73,840 in the six months ended September 30, 2019, compared to a net loss of $74,165 incurred in the six months ended September 30, 2018, a decrease of $325.


Liquidity


Current assets at September 30, 2019, included cash of $44,539 and other current assets of $1,300.  At September 30, 2019, we had a negative working capital of $506,902, as compared a negative working capital of $364,211 at March 31, 2019.  The decrease in working capital is mostly due an investment in common stock currently reflected as a current liability until the shares of common stock are issued.


Capital Resources


During the six months ended September 30, 2019, operating activities used cash of $104,787 compared to $80,845 net cash used in the six months ended September 30, 2018, an increase of $23,942. The increase was primary related to the payment of accounts payable.


During the six months ended September 30, 2019, investing activities consisted of costs expended in connection with the Company obtaining a license for which the term is perpetual. In the prior comparable period, there were no such expenditures. In addition, during the current period the Company continues to purchase equipment in connection with the Tornado M.


During the six months ended September 30, 2019, we received cash from financing activities of $213,700 of which $63,700 was from Capital Vario and $150,000 from the sale of common stock. The proceeds have been used to fund operations.  


As reflected in the 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 quarter ended September 30, 2019.


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 Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q.  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.



19





Based on that evaluation, our chief executive officer and chief financial officer concluded that, as of September 30, 2019, our disclosure controls and procedures were not effective, and 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 following material weakness was first identified by management during the fiscal year ended March 31, 2018 and still remains as of September 30, 2019.


·

Lack of Management review as the Company 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 1.   Legal Proceedings


The Company is not a party to any other material pending legal proceedings.  To the best of the Company’s knowledge, no governmental authority or other party has threatened or is contemplating the filing of any material legal proceeding against the Company.


Item 1A.   Risk Factors


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


Item 2.   Unregistered Sales of Equity Securities and Use of Proceeds


We had no unregistered sale of equity securities during the quarter ended September 30, 2019.


For a description of any other sales of shares of the Company’s unregistered stock made by us in the past three years, please refer to the Company’s Annual Reports on Form 10-K, and the Company’s Quarterly Reports on Form 10-Q filed since March 31, 2016.


Item 3.   Defaults Upon Senior Securities


This Item is not applicable.


Item 4.   Mine Safety Disclosures


This Item is not applicable.


Item 5.   Other Information


This Item is not applicable.


Item 6.   Exhibits


(a)

Exhibits:




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Exhibit 3.1**

Articles of Incorporation of the Company (incorporated by reference from the Form S-1 Registration Statement filed with the Commission on October 12, 2012).


Exhibit 3.2**

By-laws of the Company (incorporated by reference from the Form S-1 Registration Statement filed with the Commission on October 12, 2012).


Exhibit 3.3**

Amended and Restated Articles of Incorporation of the Company (incorporated by reference from the Company’s Form 10-K Annual Report for the year ended March 31, 2019 filed with the Commission on July 16, 2019)


Exhibit 10.1**

License Agreement No. W-1/18 by and between TORtec Forschungsinstitut GmbH (TRI, Switzerland), Licensor, and TORtec Group, Licensee, dated June 18, 2018(incorporated by reference from the Company’s Form 10-K Annual Report for the year ended March 31, 2018 filed with the Commission on July 12, 2018)


Exhibit 10.2**

Stock Purchase Agreement between TORtec Group Corporation and IKR BABOLNA FZE dated May 20, 2019 (incorporated by reference from the Company’s Form 8-K/A-1 Current Report for the earliest event dated May 20, 2019 filed with the Commission on May 31, 2019)


Exhibit 10.3

A License Agreement dated February 19, 2019 between TORtec Group Corporation and TORtec Forschungsinstitut GmbH, the successor-in-interest to Scientific Research Institute of Technological Progress, a Cyprus entity, filed herewith.


Exhibit 10.4

A License Agreement dated April 12, 2019 between TORtec Group Corporation and TORtec Forschungsinstitut GmbH, filed herewith.


Exhibit 14**

Code of Ethics (incorporated by reference from the Company’s Form 10-K Annual Report for the year ended March 31, 2013 filed with the Commission on July 16, 2013)


Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.


Exhibit 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.


Exhibit 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.


Exhibit 101.INS

XBRL Instance Document

Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Exhibit 101.LAB

XBRL Taxonomy Extension Label Linkbase

Exhibit 101.DEF

XBRL Taxonomy Extension Definition Linkbase

Exhibit 101.CAL

XBRL Taxonomy Extension Calculation Linkbase

Exhibit 101.SCH

XBRL Taxonomy Extension Schema



**Previously filed and incorporated by reference.


***Prospectus filed with the SEC on January 8, 2013.




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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: November 14, 2019

By:/s/ Stephen H. Smoot

Stephen H. Smoot

President and Chief Executive

Officer




Date: November 14, 2019

By:/s/ Irina Kochetkova

Irina Kochetkova

Chief Financial Officer and Principal

Accounting Officer







22