UNITED STATES

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended: March 31, 2019

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________

Commission File Number: 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)

(307) 248-9177

(Registrant’s Telephone Number, including area code)

Securities registered pursuant to Section 12(b) of the Act: None

Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001.

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act. Yes [ ] No [X]

Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act 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.

(1) Yes [X] No [ ] (2) 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 and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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


Large accelerated filer [ ]	Accelerated filer [ ]
Non-accelerated filer [X]	(Do not check if a smaller reporting company)
Smaller reporting company [X]	Emerging Growth company [X]

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

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

Yes [ ] No [X]

Market Value of Non-Affiliate Holdings

State the aggregate market value of the voting and non-voting common stock held by non-affiliates computed by reference to the price at which the common stock was last sold, or the average bid and asked price of such common stock, as of the last business day of the Registrant’s most recently completed second fiscal quarter.

The aggregate market value of the voting and non-voting common stock of the Registrant was approximately $26,800,000 based on 44,666,666 shares being held by non-affiliates as of September 30, 2018, the end of the Registrant’s second fiscal quarter, at the closing sale price of $0.60.

Applicable only to Registrants Involved in Bankruptcy Proceedings during the Preceding Five Years

Indicate by check mark whether the Registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]

Not Applicable.

Outstanding Shares

As of July 15, 2019, the Registrant had 100,000,000 shares of common stock outstanding.

Documents Incorporated by Reference

See Part IV, Item 15.

PART I

FORWARD-LOOKING STATEMENTS

This Annual 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 or amendment of laws, rules and regulations that could have a materially adverse impact on current and intended operations; and other risks and uncertainties.

Our future results and shareholder 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; however, we undertake no duty to do so.

References

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

ITEM 1. BUSINESS

Business Development

On February 24, 2015, we filed a Form 8-A Registration Statement with the SEC, and we are now required to file reports under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”); and our directors, officers, 10% and 5% shareholders are required to file beneficial ownership reports with the SEC on applicable Forms.

Introduction

Past Plan of Operations

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 co mmon 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 Group”) and all of the shareholders of TORtec Group, pursuant to which the Company acquired 100% of the issued and outstanding shares of common stock of TORtec Group. The acquisition of TORtec Group 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 Group shareholders as consideration in exchange for all 10,000,000 issued and outstanding shares of TORtec Group common stock being transferred to the Company, making TORtec Group a wholly-owned subsidiary of the Company. As a result, the TORtec Group 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 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 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 Group, 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 Group 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 with Scientific Research Institute of Technological Progress, Limited, a limited company organized under the laws of Cyprus (“SRITP”) for the 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 a limited liability company registered in Switzerland, the successor-in-interest to SRITP, 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 shall pay an initial royalty of 30,000 Euros, and an annual royalty equal to 10% of any

after tax profit received by TORtec Group (and any subsidiaries) by the year’s result. A copy of this License Agreement is attached to our Annual Report on Form 10-K for the fiscal year ended March 31, 2018 as Exhibit 10.1.

On September 9, 2017, TORtec Group entered into an agreement with MTM Center GmbH, then a shareholder of TORtec, for the construction of a mobile machine that utilizes the TOR-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.

On February 19, 2019, TORtec Group entered into an agreement with TORtec Forschungsinstitut GmbH, the successor-in-interest to SRITP. This license enlarged the original license with TORtec Forschungsinstitut GmbH and SRITP and granted exclusive worldwide rights to use the TOR-technology in the following applications:

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

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

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

methods and technologies of mechanical activation, mechanochemical activation, 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.

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 above. The Company received the Tornado M machine in the second fiscal quarter of the fiscal year ended March 31, 2019. The Tornado M is currently being prepared to be used in the Company's operations.

On April 11, 2019 TORtec Group entered into a general, exclusive, unlimited, irrevocable and perpetual license to use the technology, know-how, development and technical knowledge with TORtec Forschungsinstitut GmbH

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

Business

The TORtec Technology Business

As described above, the Company’s wholly-owned subsidiary, TORtec Group, entered into two (2) Exclusive License Agreements on cooperation and joint activities for the commercialization of TOR-technologies, introduction of new productions, products and services throughout the world with the parties that invented the TOR-technology. The Exclusive License Agreements grant to TORtec Group an exclusive license to utilize the technology for certain purposes worldwide. 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 particle of the input material gets literally torn by the repeated crossing of the differential pressure zones in the inter-vortex 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).”

Distribution Methods of the Products or Services

We have not yet commenced active operations with our TOR technologies business. We do not advertise our services in any publications. We may choose to seek customers through advertising in the future, or we may use cold calling, or possibly demonstrate our services at trade shows. We hope to obtain customers through referrals once we commence active operations.

Status of any Publicly Announced New Product or Service

In a Current Report on Form 8-K filed by the Company on May 29, 2019 and amended on May 31, 2019, the Company announced that 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 the sole shareholder of TORtec Central Asia, Mr. Merdan Atayev. Mr. Atayev is the President, sole director and sole shareholder of TORtec Central Asia, a newly formed Wyoming corporation. The Share Exchange Agreement is subject to certain terms and conditions, including the transfer of: (a) a 99 year Lease Agreement to a new office, warehouse facility and land in Ashgabat, Turkmenistan (“Target Land”); and (b) any furniture, tools, machinery and equipment for maintenance and lifting located at the facility (“Target Assets”). TORtec Central Asia must first have acquired leasehold ownership to the Target Land based on a ninety-nine year lease from the government of Turkmenistan, free and clear from all mortgages, trust deeds, liens or other encumbrances, and TORtec Central Asia shall have acquired undisputed ownership of the Target Assets free and clear from all security interests, liens or other encumbrances. 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.

The property to which the Lease Agreement pertains includes an industrial building and office of approximately 7,300 square meters including a warehouse and plant facility of 1,535.55 square meters and an office building of approximately 1,205 square meters which is located in the Ak-bugday District industrial free zone. The lease payments total approximately USD$500 per year. The Company intends to use the property for the following purposes: Collect and prepare bio material, including plants, herbs and minerals for shipment to the Company’s facilities in Murg, Germany for further processing into valuable products with the Company’s TOR-technologies. Later, the Company plans to process soil substrates for sale in Central Asia and the Middle East.

The conditions to the closing of the acquisition of TORtec Central Asia have not yet been satisfied, so the

Closing has not yet occurred.

Competitive Business Conditions and Smaller Reporting

Company’s Competitive Position in the Industry and Methods of Competition

We are not aware of any companies that have access to the TOR technology in our licensed territory. However, there are companies that have other technologies that can be used for (1) micropulverization; (2) blending of materials; and (3) concentrating of materials. These competitors use planetary jet mills that can reduce the size of materials. These competitors include mostly large and well-funded entities whose businesses and subsidiaries focus on the industries in which we intend to operate. In this respect, we are at a distinct disadvantage to these competitors. We believe our competitive position in this industry as a whole is not presently significant.

However, we believe that the other existing technologies are more expensive to operate than the projected costs of using the TOR technology. If we are correct in our assessment, and if the TOR technology proves to work well commercially in the business areas that we intend to target, we believe that we may have a competitive advantage based on reduced cost.

Seasonal Nature of Our Business

Our business is not a seasonal business since we can process material which is mined and delivered year-round.

Dependence on One or a Few Major Customers

As of the present time, we have no customers. Once we commence active operations, we will target our first customer, and hope to grow from there. We expect that in the first year or two of our active operations, we will likely rely on a few customers for the success of our business, and that the loss of any customer may have a material adverse effect on our business.

Patents, Trademarks, Licenses, Franchises, Concessions,

Royalty Agreements or Labor Contracts, including Duration

On June 5, 2018 the United States Patent and Trademark Office issued TORtec Group, the Company’s wholly-owned subsidiary, the Trademark “TORtec” as Registration Number 5,484,711 under International Class 7 (Crushing machines for industrial purposes; Machines, namely, crushers, impact mills, breakers, pulverizers, mixers and blenders and parts therefor, for industrial and commercial applications).

We do not hold any patents; however, through our TORtec Group subsidiary, we have a Exclusive License Agreements with TORtec Forschungsinstitut GmbH,, TOR Biologos GmbH, and Vortex Technologies Ltd. (related parties that invented the TOR-technology collectively referred to as “Party 1”). The Exclusive License Agreements granted to TORtec Group exclusive licenses to utilize the technology for certain purposes worldwide.

The material terms of the Exclusive License Agreements are as follows:

Party 1 will ensure the joint activity under the Agreements through exclusive, general, irrevocable and perpetual, worldwide licenses for applications in the mining industry, the enrichment of rocks, the processing of mineral raw materials and technogenic accumulations; exploitation of processing powder metals in the materials science industry and production of micro- and nano-structured micropowders for laser (3d-printing, AM-technology) and powder and plasma metallurgy;

Party 1 guarantees the effectiveness of the technology and the production of an assortment of products and services in the areas of application of TOR-technologies and useful models of "Tornado" and projects identified in the Exclusive License Agreements;

The parties jointly determine the strategy of development and the selection of priorities for the implementation of projects;

The parties agree that the dividend policy, program of action and budget of the Company will be approved by a separate document;

Need for any Governmental Approval of Principal Products or Services

We are not aware of any governmental approval of our licensed TOR technology or our services, other than obtaining a standard business license in each jurisdiction where we will operate.

Effect of Existing or Probable Governmental Regulations on the Business

We are not aware of any existing or probable governmental regulation of our business that is unique to our industry.

Estimate of the Amount Spent during each of the last two Fiscal Years (or since Inception if shorter)

Until January 2019, we had not spent any funds on research and development since TORtec Group’s inception.

Costs and Effects of Compliance with Environmental Laws

At this time, we do not anticipate having to spend funds on compliance with environmental laws in the industries that we intend to operate.

Number of Total Employees and Number of Full-Time Employees

At this time, we do not have any employees. Our officers and directors intend to provide services on an as needed basis until such time as the Company hires employees.

Our Former Environmental Remediation Business

As described above, 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.

Our former environmental remediation business was primarily comprised of services related to identifying any recognized environmental condition (“REC”) or the lack thereof as provided by the federal, state or local governmental agencies in any real property of any owner, potential owner or lender, governmental agency or other person that may have a concern or may have or be seeking an interest in the subject property. Once our services were engaged, we contracted with a drilling company to drill into the ground locations selected by us to collect a physical soil sample; if the project was small and could be handled by our smaller drilling equipment, this service is not contracted out. During the fiscal year ended March 31, 2015, the field technician that was trained by Mr. Lachmar and who was subcontracted to be onsite during our drilling operations, left the Company, and Mr. Lachmar was required to resume those duties, which he had been responsible for in earlier fiscal years. During the first part of fiscal 2017, Mr. Lachmar determined to move the Company from conducting the physical operations that had been previously conducted by it to a company focused strictly on the professional management the REC services and the leasing of environmental equipment for REC services rather than a contracting company for these services. The Company acquired and obtained access to some limited drilling and environmental remediation equipment as part of this change in course and pursued this new course of business through February 2018. This change in the scope of our business operations limited the services available for bid by the Company. Mr. Lachmar would review the “Scope of Work” for particular proposals that came within the Company’s business focus, and if a particular proposal was one that required the physical efforts of Mr. Lachmar onsite, he would not bid on the project, but would refer the proposed project to another party for contracting, with the understanding that such party would lease the equipment of the Company for any such project to the extent that the Company had the equipment necessary to perform the required field work on the project. Once the soil sample was obtained, it was submitted to a State of California certified laboratory for analysis of the existence of hazardous materials. Based upon the laboratory’s analysis, William C. Lachmar prepared a written report that was sanctioned by the particular laboratory that conducted the analysis. Mr. Lachmar’s licensing as a “Professional Geologist” was a requirement to prepare any such report. If an REC was identified to exist, then we would provide project management and engineering conclusions and recommendations necessary to remediate the property and bring it back into regulatory compliance

based upon the California tables of acceptable levels of product contamination. Acceptable levels were further qualified based upon residential, commercial and industrial zoned properties, with the residential levels being the most stringent. Examples of contaminations that result in concern included those that were inadvertently or otherwise inoculated into the shallow subsurface soils or groundwater, like gasoline, diesel fuel, dry cleaning fluid, rocket fuel, arsenic, mercury, lead and other toxic substances. These services were basically the same in each project: examine the property; drill or have it drilled for soil samples; submit the soil samples to a State of California certified laboratory; prepare a report on the soil samples; and if an REC was found to exist, provide the described services, directly or through subcontractors, by or under the supervision of Mr. Lachmar. Sometimes, we merely assessed the environmental impact of any hazardous materials found and prepared the requested report.

We also provided consulting and compliance services for new utility installation and general site erosion control for housing tracts and updating service station underground storage tanks and fuel dispensing systems to comply with continually changing California Air Resources Board (“CARB”) regulations.

Principal Products or Services and their Markets

Our environmental remediation services generally included:

Construction and Emergency Response;

Demolition, Remediation and Restoration;

Subsurface Investigation;

Water and Wastewater Treatment;

Engineering and Environmental Consulting;

Environmental Permitting and Compliance; and

Litigation Support.

Distribution Methods of the Products or Services

We did not advertise our services in any publications, and we relied primarily on past customers for repeat business, including large property management companies, wholesale fuel distributors and automobile dealers, among others, for referrals. Most of our referrals came from two long standing clients; or three major commercial real estate management companies in California; or two health specialists to whom we paid commissions for referrals.

All chemicals required for our services were supplied by subcontractors and were readily available. We did not store any regulated chemicals or waste at our facilities; nor did we manufacture any such products.

We had no real suppliers of products other than some environmental hand held equipment that was competitively marketed by numerous distributors, and there was little chance that any equipment that was necessary to conduct our environmental services would not be available to rent or purchase.

Status of any Publicly Announced New Product or Service

We have not had any recent public announcement of any new product or service.

Competitive Business Conditions and Smaller Reporting

Company’s Competitive Position in the Industry and Methods of Competition

Our competitors in the environmental remediation business included mostly large and well-funded entities whose businesses and subsidiaries focused solely on the industries in which we operated. In this respect, we were at a distinct disadvantage to those competitors. Our services were limited to smaller projects by reason of our limited financial resources and staff. We believe our competitive position in this industry as a whole was not significant.

Our principal competitors included AECOM Technology Corporation, URS, Kleinfelter, Levine Fricke, CH2M Hill Companies, Ltd., The Reynolds Group and Geosyntec, most all of which were larger, well financed multinational publicly-held companies or divisions or subsidiaries of large, well financed multinational companies.

Seasonal Nature of Our Business

The second quarter of our fiscal year (July 1 to September 30) was typically our strongest quarter in the environmental remediation business. The U.S. federal government has historically authorized more work during the period preceding the end of its fiscal year, September 30. In addition, many U.S. state governments with fiscal years ending on June 30 have historically accelerated spending during the fiscal first quarter when new funding budgets become available.

Dependence on One or a Few Major Customers

During the fiscal year ended March 31, 2018, services provided to two customers accounted for 66.3% (related party) and 28.4% of total revenues. One of these customers, which represented 66.3%, is a related party (see Note 7 of our audited financial statements that accompany this Annual Report for additional information, in Part II, Item 8, below). Management believed the loss of these customers would have a material adverse impact on the Company

Patents, Trademarks, Licenses, Franchises, Concessions,

Royalty Agreements or Labor Contracts, including Duration

We do not hold any patents; however, we have proprietary technology applications related to our hydrocarbon- indicating methods and technology (the “HI Technology”), which was developed and licensed by Mr. Lachmar to our predecessor parent, Geo Point Utah, and assigned to us on our formation on June 13, 2012.

The material terms of the License Agreement are as follows:

Mr. Lachmar granted to us an exclusive, world-wide license to use the HI Technology for commercial exploitation, including subleasing the HI Technology to other parties.

The intellectual property associated with the HI Technology, as well as any additional related intellectual property developed by Mr. Lachmar, is included within the scope of the license. Currently, the intellectual property is maintained as trade secrets and protected by the confidentiality provisions of the License Agreement; however, any patents, trademarks or copyrights or applications therefore, related to the HI Technology, will also be included within the scope of the License Agreement.

Upon execution of the License Agreement, Geo Point Utah, the original licensee under the License Agreement, paid Mr. Lachmar a one-time license fee of $125,000. Except as otherwise provided therein and as discussed below, the License Agreement is irrevocable.

Mr. Lachmar retained the right to exploit the Hi Technology and processes.

The License Agreement may be terminated by either party, subject to a 60-day notice period, upon a breach of the License Agreement that remains uncured during the notice period.

The License Agreement may be terminated by Mr. Lachmar in the event we become insolvent or unable to pay our debts as they come due, become the subject of a bankruptcy proceeding (voluntary or involuntary), other than a reorganization, or enter into a general assignment for the benefit of our creditors.

The HI Technology underlying the License Agreement, which is related to petroleum geology, has not been promoted to customers and requires substantial research and development of hydrocarbon-indicating methods and technology. No funds were expended for research and development of the HI Technology during the fiscal years ended March 31, 2019, and 2018.

Need for any Governmental Approval of Principal Products or Services

We have the necessary licenses and qualifications, singly or through our subcontractors, to conduct our business operations, without government approval, except to the extent of compliance with applicable governmental

regulations related to our business, which are summarized below under the heading “Effect of Existing or Probable Governmental Regulations on Our Business,” below.

Effect of Existing or Probable Governmental Regulations on the Business

Federal and State Law

We are regulated in a number of fields in which we operate. In the United States, we deal with numerous U.S. and California state governmental agencies and entities, including the U.S. Environmental Protection Agency, the Carpenter-Presley-Tanner Hazardous Substance Account Act (the “California Superfund Act”), the Porter-Cologne Water Quality Control Act (the “California Water Control Act”) and CARB. When working with these governmental agencies and entities, we must comply with laws and regulations relating to the formation, administration and performance of our contracts.

Risk assessment practices under these acts include the most current sound scientific methods for data evaluation, exposure assessment, toxicity assessment and risk characterization, documentation of all assumptions, methods, models and calculations used in the assessment including any health risk assessment. These assessments generally include:

Evaluation of risks posed by acutely toxic hazardous substances based on levels at which no known or anticipated adverse effects on health will occur, with an adequate margin of safety.

Evaluation of risks posed by carcinogens or other hazardous substances that may cause chronic disease based on a level that does not pose any significant risk to health.

Consideration of possible synergistic effects resulting from exposure to, or interaction with, two or more hazardous substances.

Consideration of the effect of hazardous substances upon subgroups that comprise a meaningful portion of the general population, including, but not limited to, infants, children, pregnant women, the elderly, individuals with a history of serious illness, or other subpopulations, that are identifiable as being at greater risk of adverse health effects due to exposure to hazardous substances than the general population.

Consideration of exposure and body burden level that alter physiological function or structure in a manner that may significantly increase the risk of illness and of exposure to hazardous substances in all media, including, but not limited to, exposures in drinking water, food, ambient and indoor air, and soil.

If currently available scientific data is insufficient to determine the level of a hazardous substance at which no known or anticipated adverse effects on health will occur, with an adequate margin of safety, or the level that poses no significant risk to public health, the risk assessment prepared in conjunction with a response action taken or approved shall be based on the level that is protective of public health, with an adequate margin of safety. This level shall be based exclusively on public health considerations; shall, to the extent scientific data are available, take into account the factors set forth; and shall be based on the most current principles, practices and methods used by public health professionals who are experienced practitioners in the fields of epidemiology, risk assessment, fate and transport analysis, and toxicology.

Compliance with federal, state and local laws enacted for the protection of the environment has to date had no significant effect on our capital expenditures, earnings or competitive position. These costs are an integral part of the services that we provide. In the future, compliance with environmental laws could materially adversely affect us. We will continue to monitor the impact of such laws on our business and will develop appropriate compliance programs.

Emerging Growth Company

We are an “emerging growth company” as defined in the Jumpstart Our Business Startups Act of 2012, or “JOBS Act.” As long as we remain an “emerging growth company,” we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not an “emerging growth

company,” like those applicable to a “smaller reporting company,” including, but not limited to, a scaled down description of our business in SEC filings; no requirements to include risk factors in the Exchange Act filings; no requirement to include certain selected financial data and supplementary financial information in SEC filings; not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act; reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements that we file under the Exchange Act; no requirement for Sarbanes-Oxley Act Section 404(b) auditor attestations of internal control over financial reporting; and exemptions from the requirements of holding an annual nonbinding advisory vote on executive compensation and seeking nonbinding shareholder approval of any golden parachute payments not previously approved. We are also only required to file audited financial statements for the previous two fiscal years when filing registration statements, together with reviewed financial statements of any applicable subsequent quarter.

We may take advantage of these reporting exemptions until we are no longer an “emerging growth company.” We can remain an “emerging growth company” for up to five years. We would cease to be an “emerging growth company” prior to such time if we have total annual gross revenues of $1 billion or more and when we become a “larger accelerated filer,” have a public float of $700 million or more or we issue more than $1 billion of non-convertible debt over a three-year period.

Under the JOBS Act, emerging growth companies can also delay adopting new or revised accounting standards 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.

Smaller Reporting Company

We became subject to the reporting requirements of Section 15(d) of the Exchange Act, subject to the disclosure requirements of Regulation S-K of the SEC, as a “smaller reporting company,” on the effective date of our Registration Statement. The designation of being a “smaller reporting company” relieves us of some of the more detailed informational requirements of Regulation S-K. See the heading “Emerging Growth Company” directly above for a brief summary of some of the principal reduced requirements available to a “smaller reporting company.”

Sarbanes/Oxley Act

We are subject to the Sarbanes-Oxley Act of 2002. The Sarbanes/Oxley Act created a strong and independent accounting oversight board to oversee the conduct of auditors of public companies and strengthens auditor independence. It also requires steps to enhance the direct responsibility of senior members of management for financial reporting and for the quality of financial disclosures made by public companies; establishes clear statutory rules to limit, and to expose to public view, possible conflicts of interest affecting securities analysts; creates guidelines for audit committee members’ appointment, compensation and oversight of the work of public companies’ auditors; management assessment of our internal controls; prohibits certain insider trading during pension fund blackout periods; requires companies and auditors to evaluate internal controls and procedures; and establishes a federal crime of securities fraud, among other provisions. Compliance with the requirements of the Sarbanes/Oxley Act will substantially increase our legal and accounting costs.

Exchange Act Reporting Requirements

Section 15(d) of the Exchange Act requires all companies that have filed a registration statement under the Securities Act to file annual reports on Form 10-K and quarterly reports on Form 10-Q with the SEC for a period of one year from the effective date of the Registration Statement, and we will be required to timely disclose certain material events (e.g., changes in corporate control; acquisitions or dispositions of a significant amount of assets other than in the ordinary course of business; and bankruptcy) in a Current Report on Form 8-K.

Research and Development Costs during the Last Two Fiscal Years

We had no research and development costs during our fiscal year ended March 31, 2018. During our fiscal year ended March 31, 2019, we incurred cost related to the improvement of our Tornado C.

Cost and Effects of Compliance with Environmental Laws

We do not maintain any hazardous chemicals on-site, and those chemicals we utilized in our remediation services were shipped directly to the impacted site from the supplier of chemicals, with all the proper manifests by a certified Hazardous Materials transporter. These chemicals are available from a wide array of suppliers.

We neither store nor manufacture any materials that require us to maintain any federal, state or local permits. Accordingly, the cost and effects of compliance with environmental laws on our business is negligible.

Number of Total Employees and Number of Full-Time Employees

We had only one employee, Mr. Lachmar, our former President; who died in February 2018.

Additional Information

You may read and copy any materials that we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. You may also find all of the reports or registration statements that we have filed electronically with the SEC at its Internet site at www.sec.gov. Please call the SEC at 1-202-551-8090 for further information on this or other Public Reference Rooms. Our SEC reports and registration statements are also available from commercial document retrieval services, such as CCH Washington Service Bureau, whose telephone number is 1-800-344-3734.

ITEM 1A. RISK FACTORS

As a smaller reporting company, we are not required to provide risk factors.

ITEM 2: PROPERTIES

Our facilities were located at 1421 East Pomona Street, Santa Ana, California 92705 until February 2018. Since then we have used the address of TORtec Group’s Wyoming registered agent’s virtual office service at 30 N. Gould Street, Suite 2849, Sheridan, Wyoming 82801 to receive mail and phone calls. Our CEO, Stephen H. Smoot, also maintains an office in his home in Ammon, Idaho. Our telephone number is (307) 248-9177. The Company pays a monthly rent of $30 for the use of these Wyoming office facilities.

ITEM 3: LEGAL PROCEEDINGS

We are not a party to any pending legal proceeding. To the knowledge of management, no federal, state or local governmental agency is presently contemplating any proceeding against us. No director, executive officer or “affiliate” of ours or owner of record or beneficially of more than 5% of our common stock is a party adverse to us or has a material interest adverse to us in any proceeding.

ITEM 4: MINE SAFETY DISCLOSURES

Not applicable.

PART II

ITEM 5: MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Commencing on or about April 8, 2013, our shares of common stock began being quoted on the OTC Bulletin Board of the Financial Industry Regulatory Authority, Inc. (“FINRA”); our current trading symbol is “GCNG,” which was effective on June 19, 2013. No assurance can be given that any market for our common stock will develop or be maintained. If an “established trading market” ever develops in the future, the sale of shares of our common stock that are deemed to be “restricted securities” or “control securities” pursuant to Rule 144 of the SEC by members of management or others may have a substantial adverse impact on any such market. Since shares issued to our stockholders in the Spin-Off from Geo Point Utah were registered with the SEC, they are not considered to be “restricted securities” under SEC Rule 144; therefore, all of our shares of common stock may be publicly traded under Rule 144, subject to the resale limitations outlined below under the heading “Rule 144” respecting “affiliates.”

Set forth below are the high and low closing bid prices for our common stock for each quarter of fiscal years ended March 31, 2019, and 2018. These bid prices were obtained from OTC Markets. All prices listed herein reflect inter-dealer prices, without retail mark-up, mark-down or commissions and may not represent actual transactions.


	Closing Bid
Fiscal Year Ended	High	Low
March 31, 2019
April 1 through June 30, 2018	.60	.60
July 1 through September 30, 2018	.60	.60
October 1 through December 31, 2018	.60	.60
January 1 through March 31, 2019	.60	.60
March 31, 2018
April 1 through June 30, 2017	.60	.60
July 1 through September 30, 2017	.60	.60
October 1 through December 31, 2017	.60	.60
January 1 through March 31, 2018	.60	.60

Rule 144

The following is a summary of the current requirements of Rule 144:


	Affiliate or Person Selling on Behalf of an Affiliate	Non-Affiliate (and has not been an Affiliate During the Prior Three Months)
Restricted Securities of Reporting Issuers	During six-month holding period – no resales under Rule 144 Permitted. After Six-month holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During six- month holding period – no resales under Rule 144 permitted. After six-month holding period but before one year – unlimited public resales under Rule 144 except that the current public information requirement still applies. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.
Restricted Securities of Non-Reporting Issuers	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – may resell in accordance with all Rule 144 requirements including: · Current public information, · Volume limitations, · Manner of sale requirements for equity securities, and · Filing of Form 144.	During one-year holding period – no resales under Rule 144 permitted. After one-year holding period – unlimited public resales under Rule 144; need not comply with any other Rule 144 requirements.

Holders

We currently have approximately120 shareholders, not including an indeterminate number of shareholders who may hold shares in “street name.”

Dividends

We have not declared any cash dividends with respect to our common stock, and do not intend to declare dividends in the foreseeable future. Our dividend policy cannot be ascertained with any certainty at this time because of our potential lack of any profitable operations. There are no material restrictions limiting, or that are likely to limit, our ability to pay dividends.

Securities Authorized for Issuance under Equity Compensation Plans

We have no equity, incentive, pension or other compensatory plans that have or are presently contemplated to be adopted by our Board of Directors; however, we may adopt one or more of these plans in the future to maintain or attract key personnel.

Recent Sales of Unregistered Securities

There were no sales of unregistered securities made by us during the fiscal year ended March 31, 2019. During the fiscal year ended March 31, 2018, the following sales of the Company’s common stock were made without registration:

(a)

As reported in a Current Report on Form 8-K dated August 24, 2017, and filed with the SEC on August 24, 2017, effective August 24, 2017, we entered into a Stock Purchase Agreement (the “SPA”) whereby Capital Vario CR, S.A., a corporation organized under the laws of Costa Rica (“Capital Vario”), acquired 8,647,796 shares of our common stock comprised of “restricted securities” as defined in SEC Rule 144, in consideration of the cancelation of debt owed by the Company under a Commercial Credit Line Agreement with Capital Vario dated January 1, 2013, and as extended on January 1, 2014. The Purchase Price, as defined in the SPA, was $500,000 ($302,398.53 of principal and $197,601.47 of accrued interest). A copy of the SPA is attached to that Current Report as an Exhibit, and incorporated herein by reference. We also issued an additional aggregate total of 350,000 shares of our common stock comprised of “restricted securities” for services rendered to our legal counsel and our accountant, 250,000 shares and 100,000 shares, respectively. We relied on the exemptions from registration with the SEC under the Securities Act contained in Regulation S of the SEC and Section 4(a)(2) of the Securities Act and SEC Rule 506(b) promulgated thereunder for the offer and sale of shares of our common stock to Capital Vario; and Section 4(a)(2) of the Securities Act and SEC Rule 506(b) for the issuance of the additional 350,000 shares of our common stock. There were no underwriters involved in the issuance of the shares, and there were no underwriting discounts or commissions paid in connection with the issuance of the shares.

(b)

As reported in a Current Report on Form 8-K dated December 7, 2017, and filed with the SEC on December 8, 2017, the Company acquired all 10,000,000 of the issued and outstanding shares of common stock of TORtec Group, a Wyoming corporation, pursuant to a Share Exchange Agreement dated November 22, 2017 (the “Agreement”) making TORtec Group a wholly-owned subsidiary of the Company. As consideration for the acquisition, the 17 holders of the issued and outstanding common stock of TORtec each received nine (9) shares of our common stock for each one (1) share of TORtec common stock issued and outstanding and held by them. This resulted in an aggregate of 90,000,000 shares of our common stock being issued to the holders of TORtec common stock on the December 4, 2017 closing date, in exchange for which the holders of TORtec common stock transferred ownership of all 10,000,000 issued and outstanding shares of TORtec common stock to the Company. The names of the shareholders and share amounts issued to each are described in the Agreement, a copy of which is attached to a Current Report on Form 8-K (as Exhibit 2.1) filed by the Company on November 29, 2017, and incorporated herein by this reference. The 90,000,000 shares of our common stock issued to the shareholders of TORtec were issued in reliance on one or more exemptions from securities registration. Each shareholder to whom shares were issued represented to the Company that the shares of the Company being acquired were being acquired for its own account and for investment purposes and not with a view to the public resale or distribution of such shares and each stockholder has further acknowledged that the shares issued were not registered under the Securities Act and are "restricted securities" as that term is defined in SEC Rule 144 promulgated under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The shares were issued in reliance on the exemption provided in Section 4(2) of the Securities Act, SEC Rule 506 or SEC Regulation S, and any stock certificates representing those shares of the Company contain an appropriate restricted legend. There were no underwriters involved in the issuance of the shares, and there were no underwriting discounts or commissions paid in connection with the issuance of the shares.

There were no sales of unregistered securities made by us during the fiscal years ended March 31, 2017.

Use of Proceeds of Registered Securities

There were no proceeds received by us during the fiscal years ended March 31, 2019, or 2018, from the sale of registered securities.

Purchases of Equity Securities by Us and Affiliated Purchasers

There were no purchases of our equity securities by us during the fiscal years ended March 31, 2019, or 2018.

ITEM 6: SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM 7: MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION

When used in this Annual Report, the words “may,” “will,” “expect,” “anticipate,” “continue,” “estimate,” “project,” “intend,” and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position. Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors.

Plan of Operation

We discontinued our business operations comprising the Engineering and Environmental Divisions’ operations in February 2018 when our former CEO died.

We now intend to focus our efforts on the TOR-technology business described in ITEM 1. BUSINESS above.

Results of Operations

Year Ended March 31, 2019, Compared to Year Ended March 31, 2018

During the fiscal year ended March 31, 2018, we terminated our environmental remediation business and commenced our TORtec technology business. As a result we had a loss from discontinued operations of $82,580 in the fiscal year ended March 31, 2018 for which there was none in the current fiscal year. Because of the discontinued operations, we reported no sales in either fiscal year ended March 31, 2019 or 2018.

During the fiscal year ended March 31, 2019, we incurred $60,332 in research and development costs related to the development of our Tornado C. No amounts were incurred during fiscal 2018 as the machinery for which such research was for hadn’t been received.

General and administrative expenses during the fiscal year ended March 31, 2019, were $137,224, compared to $114,328, during the fiscal year ended March 31, 2018, an increase of $22,896. The increase in general and administrative expenses was related to an increase in professional fees related to filing requirements in connection with the acquisition of TORtec Group.

We incurred an expense of $4,689,275 associated with the fair value of shares issued in connection with TORtec Group assets in the fiscal year ended March 31, 2018, and no similar expense in the current fiscal year.

We had a gain on extinguishment of liabilities of $16,070 in the fiscal year ended March 31, 2018, and no similar gain in the current fiscal year. We had a gain on collection of reserved note receivable of $20,000 in the fiscal year ended March 31, 2018, and no similar gain in the current fiscal year.

We had other expenses, which primarily consisted of interest expense of $120 in fiscal 2019 and $26,682 in fiscal 2018, a decrease of $26,562, primarily related to the decrease in the balance owed to a related entity due to the amounts being converted into common stock in fiscal 2018.

In the fiscal year ended March 31, 2019 we experienced a net loss of $197,676, or approximately $0.00 per share, compared to a net loss of $4,876,795, or approximately $0.07 per share, in the fiscal year ended March 31, 2018. The decrease in net loss in the later period is largely due to the expense associated with the fair value of shares issued in connection with TORtec Group assets and also the loss associated with the discontinued operations in fiscal 2018.

Liquidity and Capital Resources

Current assets at March 31, 2019, included $4,477 in cash, a decrease of $25,907 from total current assets of $31,684 at March 31, 2018.

At March 31, 2019, we had a negative working capital of $364,211, as compared to negative working capital of $28,759 at March 31, 2018.

Capital Resources

During the fiscal year ended March 31, 2019, operating activities used cash of $173,422, as compared to $157,164 in net cash used for the fiscal year ended March 31, 2018.

During the fiscal year ended March 31, 2019, investing activities used cash of $137,775, as compared to $93,910 cash provided by investing activities during the fiscal year ended March 31, 2018. In 2019, the amount used was related to additional capital assets purchased for the development of our Tornado. In 2018, we received cash from reserved note receivable of $20,000 and $72,910 cash received in the TORtec acquisition. We also received $1,000 in other assets.

During the fiscal year ended March 31, 2019, financing activities provided cash of $283,990, as compared to $55,639 in cash provided for the fiscal year ended March 31, 2018. In fiscal year 2019, we received $283,990 from a related entity for which the proceeds were used for the purchase of additional equipment and for operations. Financing activities consisted of $21,000 in proceeds from short term advances – related parties and $34,639 in an increase in the line of credit in fiscal year 2018.

We intend to fund future operations for the next 12 months through cash flows generated from operations, current cash on hand and the proceeds from advances from a related entity. If these cash flows are not sufficient to fund operations, we may be required to raise capital through either a debt or equity financing. These contributions are expected to satisfy amounts in accounts payable and potentially be used for operations. 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 a period in excess of one year from the date of our most recent balance sheet.

Off-Balance Sheet Arrangements

We had no off-balance sheet arrangements for the two fiscal years ended March 31, 2019, and 2018.

ITEM 7A: QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 8: FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

TORTEC GROUP CORPORATION

CONSOLIDATED FINANCIAL STATEMENTS

TORTEC GROUP CORPORATION


INDEX TO FINANCIAL STATEMENTS

Consolidated Financial Statements of TORtec Group Corporation

	Report of Independent Registered Public Accounting Firm	22

	Consolidated Balance Sheets as of March 31, 2019, and 2018	23

	Consolidated Statements of Operations for the Years Ended March 31, 2019, and 2018	24

	Consolidated Statements of Shareholders’ Equity (Deficit) for the Years Ended March 31, 2019, and 2018	25

	Consolidated Statements of Cash Flows for the Years Ended March 31, 2019, and 2018	26

	Notes to the Consolidated Financial Statements	27

Report of Independent Registered Public Accounting Firm

To the shareholders and the board of directors of TORtec Group Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of TORtec Group Corporation (the “Company”) as of March 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of March 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a significant accumulated deficit. In addition, the Company continues to experience negative cash flows from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/S/ BF Borgers CPA PC

BF Borgers CPA PC

We have served as the Company's auditor since 2014.

Lakewood, CO

July 16, 2019

TORTEC GROUP CORPORATION

CONSOLIDATED BALANCE SHEETS


	March 31,	March 31,
	2019	2018

ASSETS
Current Assets
Cash	$ 4,477	$ 31,684
Notes receivable, net of allowance of $155,000 and $155,000, respectively	-	-
Other current assets	1,300	-
Total Current Assets	5,777	31,684
Furniture and equipment, net of accumulated depreciation of $0 and
$0, respectively	612,753	-
Deposit - related party	-	474,978
Total Assets	$ 618,530	$ 506,662

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$ 35,934	$ 10,379
Short term advances - related parties	324,990	41,000
Discontinued operations	9,064	9,064
Total Current Liabilities	369,988	60,443

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	(5,828,535)	(5,630,859)
Total Shareholders' Equity	248,542	446,218
Total Liabilities and Shareholders' Equity	$ 618,530	$ 506,662


	For the Years Ended
	March 31,
	2019	2018

Sales	$ -	$ -
Total Sales	-	-

Operating Expenses
Research and development	60,332	-
General and administrative (including stock based compensation of $0 and $14,455, respectively)	137,224	114,328
Additional fair value of shares issued in connection with TORTec assets	-	4,689,275
Total Operating Expenses	197,556	4,803,603
Operating Loss	(197,556)	(4,803,603)
Gain on extinguishment of liabilities	-	16,070
Gain on collection of reserved note receivable	-	20,000
Interest expense	(120)	(26,682)
Loss before provision for income taxes and discontinued operations	(197,676)	(4,794,215)
Provision for income taxes	-	-
Loss before loss from discontinued operations	(197,676)	(4,794,215)
Discontinued operations	-	(82,580)
Net loss	$ (197,676)	$ (4,876,795)

Basic and Diluted Loss per Share - Continuing Operations	$ (0.00)	$ (0.07)
Basic and Diluted Loss per Share - Discontinued Operations	$ (0.00)	$ (0.01)
Basic and Diluted Loss per Share - Net Loss	$ (0.00)	$ (0.07)
Basic and Diluted Weighted-Average
Common Shares Outstanding	100,000,000	65,727,356


	Common Stock
	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total
	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total

Balance at March 31, 2017	1,002,204	$ 1,002	$ 332,195	$ (754,064)	$(420,867)
Conversion of revolving line of credit into common stock	8,647,796	8,648	491,352	-	500,000
Common stock issued in connection with accounts payable	100,000	100	5,682	-	5,782
Common stock issued for services	250,000	250	14,205	-	14,455
Common stock issued to TORtec	90,000,000	90,000	5,113,643	-	5,203,643
Contribution of loan payable by related party	-	-	20,000	-	20,000

Net loss	-	-	-	(4,876,795)	(4,876,795)

Balance at March 31, 2018	100,000,000	100,000	5,977,077	(5,630,859)	446,218

Net loss	-	-	-	(197,676)	(197,676)

Balance at March 31, 2019	100,000,000	$100,000	$5,977,077	$(5,828,535)	$ 248,542


	For the Years Ended
	March 31,
	2019	2018
Cash Flows from Operating Activities:
Net loss	$ (197,676)	$ (4,876,795)
Adjustments to reconcile net loss to net cash
from operating activities:
Depreciation	-	11,527
Loss on disposal of property and equipment	-	51,102
Fair value of shares issued in excess of TORTec assets	-	4,689,275
Common stock issued for services	-	14,455
Gain on extinguishment of liabilities	-	(36,070)
Reversal of reserve on note receivable	-	(20,000)
Changes in assets and liabilities:
Prepaid expenses and other current assets	(1,300)	(13,520)
Accounts payable and accrued liabilities	25,554	22,862
Net Cash Used in Operating Activities	(173,422)	(157,164)
Cash Flows from Investing Activities:
Cash received from reserved note receivable	-	20,000
Cash received in TORTec acquisition	-	72,910
Other assets	-	1,000
Purchase of property and equipment	(137,775)	-
Net Cash (Used in) Provided by Investing Activities	(137,775)	93,910
Cash Flows from Financing Activities:
Proceeds from short term advances - related parties	333,990	21,000
Repayments of short term advances - related parties	(50,000)	-
Net change on line of credit	-	34,639
Cash Flows Provided by Financing Activities:	283,990	55,639

Net Change in Cash	(27,207)	(7,615)
Cash at Beginning of Year	31,684	39,299
Cash at End of Year	$ 4,477	$ 31,684

Supplement Disclosure of Cash Flow Information:
Cash paid for interest	$ -	$ -
Cash paid for income taxes	$ -	$ -

Non-Cash Investing and Financing Activities:
Settlement of line of credit and accrued interest with common stock	$ -	$ 500,000
Settlement of accounts payable with common stock	$ -	$ 21,852
Net TORtec assets purchased with common stock	$ -	$ 514,368
Note payable treated as contributed capital	$ -	$ 20,000
Asset transferred from deposit to property and equipment	$ 474,978	$ -


Assets (Liabilities):
Cash	$	72,910
Deposits - Related Party		461,458
Short-term Advances		(20,000)
Net assets	$	514,368
Consideration paid - common stock		(5,203,643)
Additional consideration	$	(4,689,275)


	March 31, 2019	March 31, 2018

Construction in progress	$ 612,753	$ -
Vehicles	-	-
Leasehold improvements	-	-
Total	612,753	-
Less accumulated depreciation	-	-
Net Value	$ 612,753	$ -


Name	Positions Held	Date of Election or Designation	Date of Termination or Resignation

Franc Smidt	Chairman	December 4, 2017	*

Stephen H. Smoot	President, CEO and Director	December 4, 2017	*

Alex Schmidt	Vice President and Director	December 4, 2017	*

Irina Kochetkova	Secretary, Treasurer and Director	December 4, 2017	*

Jeffrey R. Brimhall	Director	December 4, 2017	*

Mayrbek Artsuev	Director	May 23, 2019	*

Merdan Atayev	Vice President	May 23, 2019	*


Title Of Class	Name and Address of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class*
Common Stock	Franc Smidt Papur 25, b. 33 Bistritsa/Malinova dolina 1756, Sofia, Bulgaria	18,000,000 shares	18.0%
Common Stock	TOR Biologos GmbH (1) Rothausstrasse 61 4132 Muttenz, Switzerland	13,500,000 shares	13.5%
Common Stock	Mikhail Lvov Russian Federation, Moscow 125057, Leningradskiyprospekt 75, Bld. 1B, Fl. 452	9,900,000 shares	9.9%
Common Stock	Platino Aventuras Internacionales S.A. Aves. 2 & 6, Calle 17, N. 233 San Jose, Costa Rica	7,042,500 shares	7.04%
Common Stock	Sorensen Family Trust dated 12/3/1994 708 Cherapple Circle Orem, Utah 84097	7,042,500 shares	7.04%
Common Stock	Mayrbek Artsuev (1) Russian Federation, Moscow, 121609 Osenniy Boulevard 5, Building 3, Ap. 882	13,500,000 shares	13.5%
Common Stock	Irina Kochetkova (2) Nikolaeva Str. 4, Fl. 13 Russian Federation, Moscow 123100	10,333,334 shares	10.33
Common Stock	Alex Schmidt (1) Flat 108 Leonidou 10 Livadia (Larnaca) G4 7060	13,500,000 shares	13.5%


Title Of Class	Name of Beneficial Owner	Amount and Nature of Beneficial Owner	Percent of Class*
Common Stock	Franc Smidt	18,000,000	18.0%%
Common Stock	Stephen H. Smoot	0	0%
Common Stock	Alex Schmidt	13,500,000⁽¹⁾	13.5%
Common Stock	Irina Kochetkova	10,333,334⁽²⁾	10.33%
Common Stock	Jeffrey R. Brimhall	0	0%
Common Stock	Mayrbek Artsuev	13,500,000⁽³⁾	13.5%
Common Stock	Merdan Atayev	0	0%
Common Stock	All officers and directors as a group	55,333,334	55.33%


Fee Category		2019	2018
Audit Fees	$	27,500	$	37,000
Audit-related Fees		0		0
Tax Fees		0		3,000
All Other Fees		0		0
Total Fees	$	27,500	$	40,000


Exhibit Number 3.3	Description Amended and Restated Articles of Incorporation
31.1	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Stephen H. Smoot, President, CEO and Director.
31.2	Certification Pursuant to Section 302 of the Sarbanes-Oxley Act provided by Irina Kochetkova, Secretary, Treasurer, CFO, and Director.
32.1	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Stephen H. Smoot, President, CEO and Director.
32.2	Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 provided by Irina Kochetkova, Secretary, Treasurer, CFO and Director


Exhibit Number	Description
101.INS	XBRL Instance Document
101.PRE	XBRL Taxonomy Extension Presentation Linkbase
101.LAB	XBRL Taxonomy Extension Label Linkbase
101.DEF	XBRL Taxonomy Extension Definition Linkbase
101.CAL	XBRL Taxonomy Extension Calculation Linkbase
101.SCH	XBRL Taxonomy Extension Schema


Documents Incorporated by Reference	Where Incorporated in this Annual Report
Prospectus dated January 7, 2013, and filed with the SEC on January 8, 2013 (Spin-Off)	Part I, Item 1

8-K Current Report dated April 22, 2013, and filed with the SEC on April 22, 2013 (Spin-Off Payment Date)	Part I, Item 1

Form S-1 filed October 24, 2012 3.1 Articles of Incorporation 3.2 Bylaws	Part I, Item 1

Annual Report on Form 10K for the fiscal year ended March 31, 2013 14 Code of Ethics	Part I, Item 1 Part III, Item 10

Annual Report on Form 10K for the fiscal year ended March 31, 2018 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	Part I, Item 1 Part III, Item 10


8-K Current Report 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	Part I, Item 1



Date:	July 16, 2019	By:	/s/ Stephen H. Smoot
			Stephen H. Smoot, President, CEO and Director