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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

~~QUARTERLY~~For ~~REPORT~~the ~~PURSUANT~~Quarterly TOPeriod ~~SECTION~~Ended 13June OR30, ~~15(d)~~2021 OF

THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended December 31, 2020

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

~~TRANSITION~~For ~~REPORT~~the ~~PURSUANT~~transition TOperiod ~~SECTION~~from 13____________ ORto ~~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)

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)

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

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

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

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

Yes ~~[ ]~~ ☐ No ~~[X]~~☒

The number of shares outstanding of the registrant’s Common Stock, par value $0.001 on ~~February~~September 1615, 2021, was 100,074,854.

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

TABLE OF CONTENTS

Heading	Page
PART I: FINANCIAL INFORMATION
Item 1.Financial Statements	6
Condensed Balance Sheets -- As of June 30, 2021 and March 31, 2021 (unaudited)	7
Condensed Statements of Operations -- For the three months ended June 30, 2021 and 2020 (consolidated) (unaudited)	8
Condensed Statements of Stockholders’ Deficit – For the three months ended June 30, 2021 and 2020 (consolidated) (unaudited)	9
Condensed Statements of Cash Flows – For the three months ended June 30, 2021 and 2020 (consolidated) (unaudited)	10
Notes to Condensed Financial Statements	11


Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations	14

Item 3.Quantitative and Qualitative Disclosure about Market Risk	16

Item 4.Controls and Procedures	16

PART II: OTHER INFORMATION

Item 6.Exhibits	17

Signatures	18

FORWARD-LOOKING STATEMENTS

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

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

·•

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

·•

our ability to raise capital;

·•

our ability to identify suitable acquisition targets;

·•

our ability to successfully execute acquisitions on favorable terms;

·•

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

·•

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

·•

significant competition in the markets where we may operate.

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

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.

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

~~Financial~~The ~~Statements~~accompanying condensed balance sheets of TORtec Group Corporation at June 30, 2021 and March 31, 2021, and the related condensed statements of operations and stockholders' deficit for the three months ended June 30, 2021 and 2020 and the related condensed statements of cash flows for the three months ended June 30, 2021 and 2020 have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three months ended June 30, 2021, are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2022.

The accompanying condensed consolidated balance sheets of TORtec Group Corporation at December 31, 2020 and March 31, 2020, and the related condensed consolidated statements of operations and stockholders' equity for the three and nine months ended December 31, 2020 and 2019 and the related condensed consolidated statements of cash flows for the nine months ended December 31, 2020 and 2019 have been prepared by management in conformity with United States generally accepted accounting principles. In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature. Operating results for the three and nine months ended December 31, 2020, are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2021.6

6TORTEC GROUP CORPORATION

~~TORTEC~~CONDENSED ~~GROUP~~BALANCE ~~CORPORATION~~SHEETS

~~CONDENSED~~(unaudited) ~~CONSOLIDATED BALANCE SHEETS~~

(unaudited)

	June 30,		March 31,
	2021		2021

ASSETS
Current Assets
Cash	$	6,912	$	10,875
Total Current Assets		6,912		10,875

Total Assets	$	6,912	$	10,875

LIABILITIES AND SHAREHOLDERS' DEFICIT
Current Liabilities
Accounts payable and accrued liabilities	$	20,650	$	19,500
Total Current Liabilities and Total Liabilities		20,650		19,500

Commitments and contingencies (Note 3)

Shareholders' Deficit
Preferred Stock - $0.001 par value; 10,000,000 shares authorized; none outstanding		-		-
Common stock - $0.001 par value; 200,000,000 shares authorized; 100,074,854, shares issued and outstanding at June 30, 2021 and March 31, 2021		100,075		100,075
Additional paid-in capital		6,881,516		6,881,516
Non-controlling interest		-		-
Accumulated deficit		(6,995,329)		(6,990,216)
Total Shareholders' Deficit		(13,738)		(8,625)
Total Liabilities and Shareholders' Deficit	$	6,912	$	10,875

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

See accompanying notes to the condensed financial statements.

~~See accompanying notes to the condensed consolidated financial statements.~~7

7TORTEC GROUP CORPORATION

~~TORTEC~~CONDENSED ~~GROUP~~STATEMENTS ~~CORPORATION~~OF OPERATIONS

~~CONDENSED~~(unaudited) ~~CONSOLIDATED STATEMENTS OF OPERATIONS~~

(unaudited)

	For the Three Months Ended
	June 30,
	2021		2020
			(consolidated)
Sales	$	-	$	-

Operating Expenses
General and administrative		5,113		17,617
Total Operating Expenses		5,113		17,617
Loss before loss from discontinued operations		(5,113)		(17,617)
Discontinued operations		-		(45,515)
Net loss	$	(5,113)	$	(63,132)
Non-controlling loss		-		20,827
Net loss attributable to TORtec Group Corporation	$	(5,113)	$	(42,305)

Basic and Diluted Loss per Share - Continuing Operations	$	(0.00)	$	(0.00)
Basic and Diluted Loss per Share - Discontinued Operations	$	(0.00)	$	(0.00)
Basic and Diluted Loss per Share - Net Loss	$	(0.00)	$	(0.00)
Basic and Diluted Weighted-Average
Common Shares Outstanding		100,074,854		100,074,854

	For the Three Months Ended		For the Nine Months Ended
	December 31,		December 31,
	2020	2019	2020	2019
Sales	$ -	$ -	$ -	$ -
Operating Expenses
Research and development	1,786	48,175	45,968	60,307
General and administrative	32,274	25,183	131,595	86,891
Total Operating Expenses	34,060	73,358	177,563	147,198
Operating Loss	(34,060)	(73,358)	(177,563)	(147,198)
Loss on impairment of assets	(45,000)	-	(45,000)	-
Interest expense	-	-	-	-
Loss before loss from discontinued operations	(79,060)	(73,358)	(222,563)	(147,198)
Discontinued operations	-	6,858	-	6,858
Net loss	$ (79,060)	$ (66,500)	$(222,563)	$ (140,340)
Non-controlling loss	10,965	-	48,640	-
Net loss attributable to TORtec Group Corporation	$ (68,095)	$ (66,500)	$(173,923)	$ (140,340)
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)
Basic and Diluted Loss per Share - Net Loss	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)
Basic and Diluted Weighted-Average Common Shares Outstanding	100,074,854	100,000,000	100,074,854	100,000,000

See accompanying notes to the condensed financial statements.

~~See accompanying notes to the condensed consolidated financial statements.~~8

8TORTEC GROUP CORPORATION

~~TORTEC~~CONDENSED ~~GROUP~~STATEMENTS ~~CORPORATION~~OF STOCKHOLDERS' EQUITY

~~CONDENSED~~THREE ~~CONSOLIDATED~~MONTHS ~~STATEMENTS~~ENDED OFJUNE ~~STOCKHOLDERS'~~30, ~~EQUITY~~2021 and 2020

~~THREE~~(unaudited) ~~AND NINE MONTHS ENDED DECEMBER 31, 2020 and 2019~~

(unaudited)

	Common Stock				Additional Paid-in Capital		Non-controlling Interest		Accumulated Deficit
	Shares		Amount		Additional Paid-in Capital		Non-controlling Interest		Accumulated Deficit		Total
Periods ended June 30, 2020 -
Balance at March 31, 2020 (consolidated)		100,074,854	$	100,075	$	6,881,516	$	(155,979)	$	(6,623,555)	$	202,057

Net loss		-		-		-		(20,827)		(42,305)		(63,132)

Balance at June 30, 2020 (consolidated)		100,074,854	$	100,075	$	6,881,516	$	(176,806)	$	(6,665,860)	$	138,925

Periods ended June 30, 2021 -
Balance at March 31, 2021		100,074,854	$	100,075	$	6,881,516	$	-	$	(6,990,216)	$	(8,625)

Net loss		-		-		-		-		(5,113)		(5,113)

Balance at June 30, 2021		100,074,854	$	100,075	$	6,881,516	$	-	$	(6,995,329)	$	(13,738)

	Common Stock
	Shares	Amount	Additional Paid-in Capital	Non-controlling Interest	Accumulated Deficit	Total
Periods ended December 31, 2019 -
Balance at June 30, 2019	100,000,000	$ 100,000	$ 5,977,077	$ -	$ (5,902,375)	$ 174,702
Net loss	-	-	-	-	(66,500)	(66,500)
Balance at December 31, 2019	100,000,000	$ 100,000	$ 5,977,077	$ -	$ (5,968,875)	$ 108,202
Balance at March 31, 2019	100,000,000	$ 100,000	$ 5,977,077	$ -	$ (5,828,535)	$ 248,542
Net loss	-	-	-	-	(140,340)	(140,340)
Balance at December 31, 2019	100,000,000	$ 100,000	$ 5,977,077	$ -	$ (5,968,875)	$ 108,202
Periods ended December 31, 2020 -
Balance at June 30, 2020	100,074,854	$ 100,075	$ 6,881,516	$ (193,654)	$ (6,729,383)	$ 58,554
Non-controlling interest- Tortec Nanosynthesis	-	-	-	(10,965)	-	(10,965)
Net loss	-	-	-	-	(68,095)	(68,095)
Balance at December 31, 2020	100,074,854	$ 100,075	$ 6,881,516	$ (204,619)	$ (6,797,478)	$ (20,506)
Balance at March 31, 2020	100,074,854	$ 100,075	$ 6,881,516	$ (155,979)	$ (6,623,555)	$ 202,057
Non-controlling interest- Tortec Nanosynthesis	-	-	-	(48,640)	-	(48,640)
Net loss	-	-	-	-	(173,923)	(173,923)
Balance at December 31, 2020	100,074,854	$ 100,075	$ 6,881,516	$ (204,619)	$ (6,797,478)	$ (20,506)

See accompanying notes to the condensed financial statements.

~~See accompanying notes to the condensed consolidated financial statements.~~9

9TORTEC GROUP CORPORATION

~~TORTEC~~CONDENSED ~~GROUP~~STATEMENTS ~~CORPORATION~~OF CASH FLOWS

~~CONDENSED~~(unaudited) ~~CONSOLIDATED STATEMENTS OF CASH FLOWS~~

(unaudited)

	For the Three Months Ended
	June 30,
	2021		2020
			(consolidated)
Cash Flows from Operating Activities:
Net loss	$	(5,113)	$	(63,132)
Changes in assets and liabilities:
Accounts payable and accrued liabilities		1,149		2,679
Net Cash Used in Operating Activities		(3,964)		(60,453)

Cash Flows from Investing Activities:
Purchase of property and equipment		-		(76,297)
Net Cash Used in Investing Activities		-		(76,297)

Cash Flows from Financing Activities:
Collection of subscriptions receivable		-		165,000
Cash Flows Provided by Financing Activities:		-		165,000

Net Change in Cash		(3,964)		28,250
Cash at Beginning of Year		10,876		1,043
Cash at End of Year	$	6,912	$	29,293

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

	For the Nine Months Ended
	December 31,
	2020	2019
Cash Flows from Operating Activities:
Net loss including non-controlling interest	$ (222,563)	$ (140,340)
Loss on impairment of assets	45,000	-
Changes in assets and liabilities:
Prepaid expenses and other current assets	-	1,300
Accounts payable and accrued liabilities	8,039	(34,897)
Net Cash Used in Operating Activities	(169,524)	(173,937)
Cash Flows from Investing Activities:
Purchase of a license	-	(35,051)
Other assets	-	(3,000)
Purchase of property and equipment	(114,748)	(33,800)
Net Cash Used in Investing Activities	(114,748)	(71,851)
Cash Flows from Financing Activities:
Proceeds from short term advances - related parties	145,040	63,700
Repayments of short term advances - related parties	(20,000)	-
Proceeds from issuance of subsidiary common stock	-	150,000
Proceeds from issuance of subsidiary common stock - related parties	-	60,000
Collection of subscriptions receivable	165,000	-
Cash Flows Provided by Financing Activities:	290,040	273,700
Net Change in Cash	5,768	27,912
Cash at Beginning of Period	1,043	4,477
Cash at End of Period	$ 6,811	$ 32,389
Supplement Disclosure of Cash Flow Information:
Cash paid for interest	$ -	$ -
Cash paid for income taxes	$ -	$ -

See accompanying notes to the condensed financial statements.

~~See accompanying notes to the condensed consolidated financial statements.~~10

10TORTEC GROUP CORPORATION

~~TORTEC~~Notes ~~GROUP~~to ~~CORPORATION~~the Condensed Financial Statements (Unaudited)

~~Notes~~ toNOTE ~~the~~1 ~~Condensed~~– ~~Consolidated~~ORGANIZATION ~~Financial~~AND ~~Statements (Unaudited)~~BUSINESS

~~December~~On 31June 13, ~~2020~~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 ~~March~~Engineering Divisions’ assets, business, operations, rights or otherwise, along with its “Hydrocarbon Identification Technology” License Agreement with William C. Lachmar dated January 31, ~~2020~~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.

~~NOTE~~On 1November –22, ~~ORGANIZATION~~2017, ~~AND~~the ~~BUSINESS~~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.

OnTransfer ~~June 13, 2012, the Board~~ of ~~Directors~~Subsidiaries ofand ~~Geo~~Assets 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~~Capital 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. Vario

OnIn ~~November~~March 222021, ~~2017,~~in ~~the~~satisfaction ~~Company~~of ~~entered~~amounts ~~into~~due ato ~~Share~~Capital ~~Exchange~~Vario, ~~Agreement (~~the ~~“Agreement”).~~Company ~~The~~transferred ~~transaction~~the ~~closed~~ownership onof ~~December 4, 2017, with~~ TORtec Group, Inc., ~~a Wyoming corporation (“TORtec”)~~ and ~~all~~its of50.1% ~~the~~owned ~~shareholders~~subsidiary, of TORtec, ~~pursuant~~Nanosynthesis toCorp, which ~~the~~held ~~Company~~substantially ~~acquired~~all ~~100%~~ of the ~~issued~~Company’s ~~and~~assets, ~~outstanding~~including ~~shares~~the ofTornado ~~common~~M ~~stock~~and ofrelated ~~TORtec.~~licenses, ~~Under~~building ~~the~~lease ~~terms~~to ofCapital ~~the~~Vario. ~~Agreement,~~The acompletion ~~total~~ of ~~90,000,000 shares of~~ the ~~Company’s~~transaction ~~common~~required ~~stock~~shareholder ~~were~~approval ~~issued~~for towhich ~~the~~voting ~~TORtec~~commenced ~~shareholders as consideration~~ in ~~exchange~~February ~~for~~2021 ~~all 10,000,000 issued~~ and ~~outstanding~~was ~~shares~~completed ofat ~~TORtec common stock being transferred to~~ the Company,’s ~~making~~stockholders ~~TORtec~~meeting ain ~~wholly-owned~~March ~~subsidiary of the Company~~2021. As aof ~~result,~~ the ~~TORtec~~date ~~shareholders collectively own ninety percent (90.0%)~~ of ~~our~~these ~~issued~~financial ~~and~~statements, ~~outstanding shares of our common stock immediately following~~ the ~~acquisition.~~Company ~~Effective~~does ~~November~~not ~~16,~~have ~~2018,~~any ~~the~~potential ~~Company~~operations ~~changed~~which ~~its~~could ~~name~~result ~~from~~in ~~Geo~~future ~~Point~~cash ~~Resources, Inc~~flows. toSee ~~TORtec~~discontinued ~~Group~~operations ~~Corporation~~below.

~~TORtec~~Discontinued ~~Group, Inc.~~Operations

On ~~September~~In 9,March ~~2017~~2021, ~~TORtec~~due ~~entered~~to ~~into~~the ~~General~~transfer ~~Agreement~~of ~~No.~~subsidiaries ~~US-17~~and onassets ~~cooperation~~discussed ~~and~~above ~~joint~~to ~~activities~~Capital onVario ~~commercialization~~in satisfaction of ~~TOR-technologies,~~amounts ~~introduction~~due ofto ~~new productions~~them, ~~products~~the ~~and~~Company ~~services~~has inceased ~~the~~operations ~~markets~~relate ofto ~~North,~~the ~~Central~~Tortec ~~and~~Tornado ~~South~~unit. ~~America~~The ~~(the~~Company ~~“Exclusive~~has ~~License~~reflected ~~Agreement”)~~these ~~with~~operations ~~the~~as ~~parties~~discontinued ~~that~~operations ~~invented~~in the ~~TOR-technology~~accompanying financial statements. The ~~Exclusive~~following ~~License~~is ~~Agreement~~a ~~grants~~summary toof ~~TORtec~~discontinued anoperations ~~exclusive~~included ~~license~~within tothe ~~utilize~~financial ~~the~~statements ~~technology~~as of and for ~~certain~~the ~~purposes~~three ~~throughout~~months ~~North~~ended June 30, ~~Central~~2021 and ~~South America~~2020.

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.

	For the Three Months Ended
	June 30,
	2021		2020

Operating Expenses
Research and development	$	-	$	26,359
General and administrative		-		19,156
Total Operating Expenses		-		45,515
Operating Loss - Discontinued Operations	$	-	$	(45,515)

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.11

~~Risks~~There are no discontinued assets or liabilities as of June 30, 2021 and ~~Uncertainties~~March 31, 2021 and there was no impact on the cash statement for the three months ended June 30, 2021. Discontinued operations related to the cash flow statements primarily related to purchases of equipment, license and other assets of $76,297 during the three months ended June 30, 2020. Operating activities during three months ended June 30, 2020, were insignificant and consistent of minor amounts of accounts payable.

On ~~January~~NOTE ~~30,~~2 ~~2020,~~– ~~the~~SUMMARY ~~World~~OF ~~Health~~SIGNIFICANT ~~Organization~~ACCOUNTING declared the coronavirus outbreak (“COVID-19”) a “Public Health Emergency of International Concern” and on March 10, 2020, declared it to be a pandemic. Actions taken around the world to help mitigate the spread of the coronavirus include restrictions on travel, and quarantines in certain areas, and forced closures for certain types of public places and businesses. The coronavirus and actions taken to mitigate it have had and are expected to continue to have an adverse impact on the economies and financial markets of many countries, including the geographical area in which the Company operates. The impact of COVID-19 to our operations had been minimal as we are currently still developing our key product for which development has continued. However, due to the continued uncertainty around COVID-19 the additional effects of the potential impact cannot be predicted at this time.POLICIES

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

11The accompanying condensed financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the condensed financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans regarding these matters, if needed, include raising additional debt or equity financing. The terms of which might not be acceptable to the Company. The accompanying condensed financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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

The accompanying unaudited interim condensed financial statements have been prepared by the Company ~~currently~~pursuant ~~has~~to nothe ~~sales~~rules and ~~limited~~regulations ~~marketing~~of the United States Securities and~~/or~~ ~~distribution~~Exchange ~~capabilities~~Commission. ~~The~~Certain ~~Company~~information ~~has~~and ~~limited~~disclosures ~~experience~~normally included in ~~developing,~~annual ~~training~~financial orstatements ~~managing~~prepared ain ~~sales~~accordance ~~force~~with ~~and~~accounting ~~will~~principles ~~incur~~generally ~~substantial~~accepted ~~additional~~in ~~expenses~~the ifUnited weStates ~~decide~~of America have been condensed or omitted pursuant to ~~market~~such ~~any~~rules and regulations. In the opinion of ~~our~~management, ~~current~~all adjustments and ~~future~~disclosures ~~products.~~necessary ~~Developing~~for a ~~marketing~~fair ~~and~~presentation ~~sales~~of ~~force~~these iscondensed ~~also~~financial ~~time~~statements ~~consuming~~have ~~and~~been ~~could~~included. ~~delay~~Such ~~launch~~adjustments consist of ~~our~~normal ~~future~~recurring ~~products~~adjustments. InThese ~~addition,~~interim ~~the~~condensed ~~Company~~financial ~~will~~statements ~~compete~~should be read in conjunction with ~~many~~the ~~companies~~audited ~~that~~financial ~~currently~~statements ~~have~~of ~~extensive~~the ~~and~~Company ~~well-funded~~for ~~marketing~~the ~~and~~year ~~sales~~ended ~~operations~~March 31, 2021. ~~Our~~The ~~marketing~~results ~~and~~of ~~sales~~operations ~~efforts~~for ~~may~~the bethree ~~unable~~months toended ~~compete~~June ~~successfully~~30, ~~against~~2021 ~~these~~are ~~companies.~~not Inindicative ~~addition,~~of the ~~Company~~results ~~has~~that ~~limited~~may ~~capital~~be toexpected ~~devote~~for ~~sales~~the ~~and~~full ~~marketing~~year.

The ~~Company's~~financial ~~industry~~statements isfor ~~characterized by rapid changes in technology and customer demands. As a result,~~ the ~~Company's~~three ~~products~~months ~~may~~ended ~~quickly~~June ~~become obsolete and unmarketable. The Company's future success will depend on its ability to adapt to technological advances~~30, ~~anticipate~~2020 ~~customer~~are ~~demands,~~consolidated ~~develop new products and enhance our current products in development on a timely and cost-effective basis. Further, the Company's products must remain competitive~~ with ~~those of other companies with substantially greater resources. The Company may experience technical or other difficulties that could delay or prevent~~ the ~~development, introduction or marketing of new products or enhanced versions of existing products. Also, the~~ Company ~~may not be able to adapt new or enhanced products to emerging industry standards, and the Company'~~’s ~~new~~former ~~products may not be favorably received~~subsidiaries. ~~Nor may we have the capital resources to further the development of existing and/or new ones.~~

~~Discontinued~~ ~~Operations~~Use of Estimates

InThe ~~February~~preparation ~~2018, due to the untimely death~~ of ~~Bill~~financial ~~Lachmar,~~statements ~~the~~in ~~Company’s~~conformity ~~president,~~with ~~the~~U.S. ~~Company~~GAAP ~~ceased~~requires ~~the~~management ~~operations~~to ofmake ~~the~~estimates ~~Environmental~~ and ~~Engineering~~assumptions ~~Divisions.~~that ~~The~~affect ~~Company~~the ~~has~~amounts ~~reflected~~reported ~~these operations as discontinued operations~~ in the ~~accompanying~~ condensed ~~consolidated~~ financial statements. ~~The~~and ~~related disclosures have not been presented due to~~ the ~~amounts~~accompanying ~~being~~notes ~~insignificant~~ to ~~the~~ condensed ~~consolidated~~ financial statements. ~~taken~~Actual asresults acould ~~whole.~~differ ~~Discontinued~~from ~~operations~~those ~~did~~estimates. ~~not~~Significant ~~impact~~estimates ~~the~~made ~~consolidated~~by ~~statements~~management ofinclude ~~cash~~allowance ~~flows~~for ~~during~~doubtful accounts, the ~~three~~useful ~~and~~life ~~nine~~of ~~months~~property ~~ended~~and ~~December~~equipment ~~31,~~and ~~2020~~impairment ~~and~~of ~~2019~~long-lived assets.

~~NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES~~12

~~Going~~ ~~Concern~~Recent Accounting Pronouncements

The ~~accompanying~~FASB ~~condensed~~issued ~~consolidated~~ASUs ~~financial~~to ~~statements~~amend ~~have~~the ~~been~~authoritative ~~prepared~~literature ~~assuming~~in ~~that~~ASC. ~~the~~There ~~Company~~have ~~will~~been ~~continue as~~ a ~~going~~number ~~concern.~~of AsASUs ~~reflected~~to indate ~~the~~that ~~condensed~~amend ~~consolidated financial statements,~~ the ~~Company~~original ~~has~~text ~~incurred~~of ~~significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit~~ASC. ~~These~~The ~~conditions,~~Company ~~among~~believes ~~others,~~those ~~raise~~issued ~~substantial doubt about the Company’s ability~~ to ~~continue~~date aseither a(i) ~~going~~provide ~~concern.~~supplemental ~~Management’s~~guidance, ~~plans~~(ii) ~~regarding~~are ~~these~~technical ~~matters~~corrections, if(iii) ~~needed,~~are ~~include raising additional debt or equity financing. The terms of which might~~ not beapplicable ~~acceptable~~ to the Company. ~~The~~or ~~accompanying~~(iv) ~~condensed~~are ~~consolidated financial statements do~~ not ~~include~~expected ~~any~~to ~~adjustments~~have ~~that~~a ~~might~~significant ~~result~~impact ~~from~~on the ~~outcome~~Company's ~~of this uncertainty~~operations.

12 NOTE 3 – COMMITMENTS AND CONTINGENCIES

~~Interim~~The ~~Condensed~~Company ~~Consolidated~~does ~~Financial~~not ~~Statements~~have any pending or threatened litigation.

~~The~~ ~~accompanying~~NOTE ~~unaudited~~4 ~~interim~~– ~~condensed~~RELATED ~~consolidated~~PARTY financial statements have been prepared by the Company pursuant to the rules and regulations of the United States Securities and Exchange Commission. Certain information and disclosures normally included in annual financial statements prepared in accordance with accounting principles generally accepted in the United States of America have been condensed or omitted pursuant to such rules and regulations. In the opinion of management, all adjustments and disclosures necessary for a fair presentation of these condensed consolidated financial statements have been included. Such adjustments consist of normal recurring adjustments. These interim condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements of the Company for the year ended March 31, 2020. The results of operations for the three and nine months ended December 31, 2020 are not indicative of the results that may be expected for the full year.TRANSACTIONS

~~Basis~~From time to time, Capital Vario, a shareholder of ~~Accounting~~the Company, advances monies for operations. The advances do not incur interest and are due on demand. There were no advances during the three months ended June 30, 2021 and 2020.

~~The~~See ~~Company’s~~Note ~~condensed~~5 ~~consolidated~~for ~~financial~~collection ~~statements~~of ~~are~~a ~~stated~~subscription inreceivable ~~United~~from ~~States~~a ~~dollars~~related ~~and have been prepared in accordance with accounting principles generally accepted in the United States (“U~~party.~~S. GAAP”).~~

~~Principles~~ ofNOTE ~~Consolidation~~5 – STOCKHOLDERS’ DEFICIT

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

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

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

~~Basic~~Effective ~~and~~November ~~Diluted~~14, ~~(Income)~~2018, ~~Loss~~the ~~per~~Company ~~Common~~increased ~~Share~~its authorized common shares to 200,000,000.

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

~~Recently~~As ~~Adopted~~of ~~Accounting~~March ~~Pronouncements~~31, 2020, subscriptions receivable were $165,000, for which $5,000 was from a related party. The subscriptions receivable resulted from the sale of the Company’s common stock as well as an interest in a former subsidiary of the Company. The proceeds from the subscriptions were received on April 2, 2020.

In ~~February~~NOTE ~~2016,~~6 ~~the~~– ~~FASB~~SUBSEQUENT issued ASU 2016-02, Leases (Topic 840), to increase transparency and comparability among organizations by recognizing lease assets and lease liabilities on the balance sheet and disclosing key information about leasing arrangements. The amendments in this standard are effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years, for a public entity. Early adoption of the amendments in this standard is permitted for all entities and the Company must recognize and measure leases at the beginning of the earliest period presented using a modified retrospective approach. As the Company is considered an emerging growth company, the Company expects to adopt this standard during its fiscal year ended March 31, 2022. The Company does not expect the adoption of this new standard to have a material impact on its financial statements and related disclosures due to currently having one qualifying lease.EVENTS

13The Company has evaluated subsequent events after June 30, 2021, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes to the condensed financial statements other than those disclosed above.

~~Recent Accounting Pronouncements~~13

~~The~~Item ~~FASB issued ASUs to amend the authoritative literature in ASC~~2. ~~There~~Management's ~~have~~Discussion ~~been~~and aAnalysis ~~number~~ of ~~ASUs~~Financial toCondition ~~date~~and ~~that~~Results ~~amend the original text~~ of ~~ASC~~Operations. 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~~Special Note 3Regarding –Forward-Looking ~~FINANCIAL STATEMENT ELEMENTS~~Statements

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

~~Property~~Our ~~and~~future ~~equipment~~results ~~consist~~and ofstockholder ~~the~~values ~~Company's~~may ~~Tornado~~differ materially Mfrom ~~which~~those ~~was~~expressed ~~received during fiscal 2019. The Company is currently making additional expenditures~~ in ~~order~~these ~~for~~forward-looking ~~the Tornado M to be put into production~~statements. ~~Thus,~~Many as of ~~December 31, 2020 and March 31, 2020,~~ the ~~Tornado~~factors Mthat iswill ~~considered~~determine ~~construction~~these inresults ~~progress~~and ~~for~~values are ~~which~~beyond ~~depreciation~~our ~~hasn't~~ability ~~commenced. The Company expects~~ to ~~depreciate~~control ~~costs~~or ~~related to the Tornado M over the period of ten years~~predict. We ~~During~~may ~~the~~be ~~three~~required ~~and~~to ~~nine~~update ~~months~~these ~~ended~~forward-looking ~~December~~statements ~~31,~~from ~~2020,~~time ~~the~~to ~~Company impaired equipment~~time ~~for~~as circumstances ~~which had a carrying value of $45,000~~change. ~~See Note 1 for additional information.~~

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

OnPast ~~April~~Plan ~~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.Operation

~~NOTE~~On 4June –13, ~~SHORT~~2012, ~~TERM~~we ~~ADVANCES~~were formed as a wholly-owned subsidiary of Geo Point Technologies, Inc., a Utah corporation (“Geo Point Utah”), and into which Geo Point Utah simultaneously authorized the conveyance of the segment of its business comprising all of its Environmental and Engineering Divisions’ assets, business, operations, rights or otherwise, along with its “Hydrocarbon Identification Technology” (“HI Technology”) License Agreement dated January 31, 2008 (the “License Agreement”), subject to the assumption by us of all related liabilities and the indemnification of Geo Point Utah by us from any liabilities relating to these assets and operations. Also, on June 13, 2012, the Board of Directors of Geo Point Utah approved a stock dividend that resulted in a spin-off of all of our shares of common stock to the Geo Point Utah stockholders, pro rata, on a one share for one share basis, on the record date (the “Spin-Off”). The Spin-Off had a record date of January 17, 2013; and ex-dividend date of January 15, 2013; and a Spin-Off payment date of April 22, 2013. On the effective date of the Spin-Off, there were approximately 1,002,167 outstanding shares of our common stock. For additional information about the Spin-Off, see our Prospectus dated January 7, 2013, and filed with the SEC on January 8, 2013; and our Current Report on Form 8-K dated April 22, 2013, and filed with the SEC on such date.

~~From time to time, Capital Vario, a shareholder of the Company, advances monies for operations.~~ The ~~advances~~Environmental ~~do not incur interest~~ and ~~are~~Engineering ~~due~~Divisions ~~on demand. During~~ comprised the ~~nine~~initial ~~months~~operations ~~ended~~of ~~December~~Geo ~~31,~~Point ~~2020~~Utah ~~and~~at ~~2019,~~its ~~Capital~~inception ~~Vario advanced the Company an additional $125,040~~ and ~~$63,700, respectively, for which the proceeds~~ were ~~used~~commenced ~~for~~as ~~operations~~a ~~and~~“DBA” ~~development~~in ~~and testing of the Tornado M. The balance due to Capital Vario at December 31~~1997, ~~2020~~by ~~and~~Geo ~~March~~Point 31Utah’s founder, ~~2020~~William ~~was~~C. ~~$413~~Lachmar,~~730~~ ~~and~~who ~~$288,690,~~then ~~respectively.~~served ~~The advances have been reflected~~ as ~~"short~~our ~~term~~President ~~advances~~and -sole ~~related~~director, ~~parties"~~in on the ~~accompanying~~State ~~condensed~~of ~~consolidated balance sheets~~California. ~~During~~The ~~the~~Company ~~three~~operated this ~~months~~business ~~ended~~until ~~December~~February ~~31,~~2018 ~~2020,~~when ~~Capital~~Mr. ~~Vario~~Lachmar ~~demanded repayment of the amounts due to them~~died. The Company ishad ~~currently~~no ~~exploring~~plans ato ~~variety~~continue ofthis ~~solutions,~~business ~~including,~~following ~~potentially~~Mr. ~~transferring all of the Company~~Lachmar’s ~~assets, including the Tornado M and related licenses~~ death. The completion of the transaction requires shareholder approval for which voting commenced in February 2021 and is currently in process for which the final results will be determined at the Company's stockholders meeting in March 2021.

InAcquisition ~~August 2020, a director advanced the Company $20,000 to be used for operations for which was repaid in November 2020. The advance did not incur interest~~ and ~~was~~Disposal ~~due~~of onTORtec ~~demand.~~Group

~~NOTE~~On 5November –22, ~~COMMITMENTS~~2017, ~~AND~~the ~~CONTINGENCIES~~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.

~~The~~Under the terms of the Agreement, a total of 90,000,000 shares of the Company’s ~~does~~restricted ~~not~~common ~~have~~stock ~~any~~were ~~pending~~issued orto ~~threatened~~the ~~litigation.~~17 TORtec shareholders as consideration in exchange for all 10,000,000 issued and outstanding shares of TORtec common stock being transferred to the Company, making TORtec a wholly-owned subsidiary of the

In October 2019, the Company entered into a lease within an initial term of two years. The lease required a deposit of $3,000 and a minimum monthly lease payment of $2,500. In addition, the Company is liable for 50% of property taxes, utilities, etc. which are payable to the landlord. Rent expense for the nine months ended December 31, 2020 was $47,315, for which includes a significant amount of utility charges related to testing of the Tornado M. 14

~~NOTE~~Company. As 6a -result, ~~SHAREHOLDERS’~~the ~~EQUITY~~former TORtec shareholders collectively owned 90% of our issued and outstanding shares of our common stock immediately following the acquisition. New directors and officers of the Company were appointed in connection with the acquisition.

InStephen ~~May~~Smoot ~~2019,~~was ~~the~~a ~~Company~~former ~~sold~~consultant ~~15,000~~and ~~shares~~ officer of ~~common~~Capital ~~stock~~Vario ~~for~~CR ~~proceeds~~S.A. of(“Capital ~~$150~~Vario”),~~000.~~ ~~Included~~which inwas the ~~stock~~controlling ~~purchase~~shareholder ~~agreement~~of ~~was~~the Company prior to the ~~sale~~acquisition, but ofresigned ~~10%~~from ~~interest~~his inaffiliation ~~TORtec~~with ~~Nanosynthesis~~Capital ~~Corp.,~~Vario ~~which~~prior ~~was~~to ~~incorporated~~a in$500,000 ~~May~~debt-to-equity ~~2019.~~conversion ~~The~~by ~~Company~~Capital ~~closed~~Vario with the ~~transaction~~Company. Mr. onSmoot ~~March~~became ~~31,~~the ~~2020~~President/CEO ~~for~~and ~~which~~Director of the ~~required~~Company ~~shares~~on ~~were~~September ~~issued~~8, 2017.

14As part of the closing of the acquisition, the Company’s then sole director (William C. Lachmar) elected Franc Smidt, Alex Schmidt, Maksim Goncharenko, Jeffrey R. Brimhall, Stephen H. Smoot, and Irina Kochetkova to the Company’s Board of Directors before resigning as an officer and director of the Company. The following persons were then elected as officers of the Company: Franc Smidt – Chairman of the Board of Directors, Stephen H. Smoot - President and CEO, Alex Schmidt – Vice President, and Irina Kochetkova – Secretary and Treasurer. Jeffrey R. Brimhall resigned as an officer of the Company but has been appointed to serve as a director. Maksim Goncharenko subsequently resigned as a director on July 3, 2018.

AsFranc ofSmidt ~~March~~resigned ~~31, 2020, subscriptions receivable were $165,000, for which $5,000 was~~ from ~~a related party. The subscriptions receivable resulted from~~ the ~~sale of the~~ Company’s ~~common~~Board of ~~stock~~Directors ason ~~well~~October as18, an2020 ~~interest~~and ~~within~~his ~~TORtec~~resignation ~~Nanosynthesis~~was ~~Corp.~~accepted ~~The proceeds from the subscriptions were received~~ on ~~April~~October 221, 2020 by the Company.

~~Non-controlling~~On ~~interest~~November ~~disclosed~~9, ~~within~~2020, ~~the~~Mr. ~~condense~~Smoot ~~consolidated~~was ~~statement~~appointed ofas ~~operations~~President, Asael ~~represents~~T. ~~the~~Sorensen ~~minority ownership 49~~Jr.9% ~~share~~was ofappointed ~~net~~as ~~losses~~Vice ofPresident ~~TORtec~~and ~~Nanosynthesis~~Secretary, ~~Corp.~~and ~~incurred~~Irina ~~during~~Kochetkova ~~the~~was ~~three~~appointed ~~and~~as ~~nine~~Vice ~~months~~President ~~ended~~and ~~December 31, 2020~~Treasurer.

~~See~~For ~~Note~~additional 1information ~~for~~concerning ~~disclosure~~the acquisition of ~~additional~~TORtec, ~~shares~~see the Company’s Current Report on Form 8-K dated December 4, 2017 and filed with the SEC on December 8, 2017, as amended in a Form 8-K/A dated June 22, 2018 and filed with the SEC on June 22, 2018.

~~NOTE~~On 7November 22, 2017, the Company acquired TORtec Group as part of a plan to license and operate a nano milling technology to provide nano milled products and services to industry (“TOR-technology”). After ~~RELATED~~expending ~~PARTY~~our ~~TRANSACTION~~best efforts to since that acquisition to develop a profitable business, our Board of Directors concluded it was in our best interests to pursue another direction. Accordingly, on March 20, 2021 at our Annual Shareholders Meeting, the shareholders approved the sale of TORtec Group and all other assets of the Company to Capital Vario CR S.A. (“Capital Vario”) in complete and final settlement of the Company’s debts owed to Capital Vario. The Company presently has limited assets and is conducting a search for an attractive business opportunity and acquisition.

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

~~NOTE~~Three 8Months Ended -June ~~SUBSEQUENT~~30, ~~EVENTS~~2021 compared to the Three Months Ended June 30, 2020

~~During~~General and administrative expenses during the three months ended ~~December~~June 3130, ~~2020,~~2021 ~~Capital~~were ~~Vario~~$5,113, ~~demanded~~compared ~~repayment of the amounts due~~ to ~~them.~~$17,617, ~~The~~during ~~Company~~the isthree ~~currently~~months ~~exploring~~ended aJune ~~variety of solutions~~30, ~~including~~2020, ~~potentially~~a ~~transferring~~decrease ~~all~~ of ~~the Company’s assets~~$12,504. The decrease ~~including~~in ~~the~~general ~~Tornado M~~ and ~~related~~administrative ~~licenses.~~expenses ~~The~~during ~~completion of~~ the ~~transaction~~three ~~requires~~months ~~shareholder~~ended ~~approval~~June ~~for~~30, ~~which~~2021 ~~voting~~as ~~commenced~~compared into ~~February~~the ~~2021~~prior ~~and~~period, iswas ~~currently~~directly related into ~~process for which~~ the ~~final~~reduction ~~results~~of ~~will~~our beoperations ~~determined~~due atto the ~~Company's~~sale ~~stockholders~~of ~~meeting~~our ~~in March 2021~~subsidiaries.

The ~~Company~~decrease ~~has~~in ~~evaluated~~discontinued ~~subsequent~~operation ~~events~~expense ~~after December 31~~of $45,515 ~~2020,~~during ~~through~~ the ~~date~~three ofmonths ~~this~~ended ~~filing~~June 30, ~~noting~~2020 noas ~~additional items which need~~ to ~~be disclosed within~~ the ~~accompanying~~current ~~notes~~period toof ~~the~~zero ~~condensed~~is ~~consolidated~~a ~~financial~~direct ~~statements~~result ~~other~~of ~~than~~the ~~those~~disposal ~~disclosed~~of ~~above~~our subsidiaries.

15Liquidity

~~Item~~Current 2assets at June 30, 201, included cash of $6,912. At March 31, 2021 current assets consisted of cash of $13,361. At June 30, 2021, we had a negative working capital of $13,738, as compared a negative working capital of $8,625 at March 31, 2021. The decrease in working capital is mostly due to additional monies needed to fund the Company’s operations.

~~Management's Discussion and Analysis of Financial Condition and Results of Operations.~~ 15

~~Special~~ ~~Note~~Capital ~~Regarding Forward-Looking Statements~~Resources

~~This~~During ~~Quarterly Report includes forward-looking statements based on management’s beliefs, assumptions and plans for~~ the ~~future,~~three ~~information~~months ~~currently~~ended ~~available~~June ~~to management and other statements that are not historical in nature. Forward-looking statements include statements in which words such as “expect~~30,” ~~“anticipate~~2021,” ~~“intend,”~~operating activities ~~“plan,” “believe,” estimate,” “consider,” or similar expressions are~~ used~~. These~~ ~~forward-looking~~cash ~~statements are not guarantees~~ of ~~future performance and involve risks~~$3,964 ~~uncertainties~~compared ~~and~~to ~~assumptions~~$60,453 ~~including~~net ~~among~~cash ~~others:~~used in the ~~unprecedented~~three ~~impact~~months ofended ~~COVID-19~~June ~~pandemic on our business~~30, ~~customers~~2020, ~~employees, subcontractors and supply chain, consultants, service providers, stockholders, investors and other stakeholders;~~ a ~~general~~decrease ~~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~~$56,489. ~~rules~~The ~~and~~decrease related ~~regulations~~to ~~that~~reduction ~~could~~of ~~have~~our ~~a materially adverse impact on current and intended~~ operations; ~~and~~due ~~other~~to ~~risks and uncertainties. For additional forward-looking statement information, see~~ the ~~heading~~sale ~~“Forward-Looking Statements” at the forepart~~ of ~~this~~our ~~Quarterly Report on page 4~~subsidiaries.

~~Our~~During ~~future~~the ~~results~~three ~~and~~months ~~stockholder~~ended ~~values~~June ~~may~~30, ~~differ~~2020, ~~materially~~investing activities ~~from~~consisted ~~those~~of ~~expressed~~$76,297 expended in ~~these~~connection ~~forward-looking~~with ~~statements. Many of~~ the ~~factors~~Company ~~that~~obtaining ~~will~~equipment ~~determine~~in ~~these~~connection ~~results~~with ~~and~~the ~~values~~Tornado ~~are beyond our ability to control or predict~~M. ~~We may be required to update these forward-looking statements from time to time as circumstances change.~~

~~References~~During tothe ~~“we,”~~three ~~“our~~months ended June 30,” ~~“us~~2020,” orwe ~~the~~received cash ~~“Company”~~from ~~and~~financing ~~words~~activities of ~~similar~~$165,000, ~~import~~which ~~under~~related ~~this~~to ~~heading~~the ~~refer~~collection toof ~~the~~a ~~TORtec~~subscription ~~Group~~receivable ~~Corporation,~~and ashort-term ~~Nevada~~advances ~~corporation,~~from related ~~unless~~parties. ~~the~~The ~~context~~proceeds ~~implies~~were ~~otherwise~~used to fund operations.

~~Past~~As ~~Plan~~reflected in the condensed financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital, and an accumulated deficit. These conditions, among others, raise substantial doubt about the Company’s ability to continue as a going concern. We intend to fund future operations for the next 12 months through cash on hand, through additional advances from related parties and if needed from the sale of ~~Operation~~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.

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~~Balance ~~had~~Sheet a record date of January 17, 2013; and ex-dividend date of January 15, 2013; and a Spin-Off payment date of April 22, 2013. On the effective date of the Spin-Off, there were approximately 1,002,167 outstanding shares of our common stock. For additional information about the Spin-Off, see our Prospectus dated January 7, 2013, and filed with the SEC on January 8, 2013; and our Current Report on Form 8-K dated April 22, 2013, and filed with the SEC on such date.Arrangements

~~The~~We ~~Environmental~~had ~~and~~no ~~Engineering~~off-balance ~~Divisions~~sheet ~~comprised~~arrangements during the three ~~initial~~months ~~operations~~ended ofJune ~~Geo Point Utah at its inception and were commenced as a “DBA” in 1997~~30, ~~by Geo Point Utah’s founder, William C~~2021. Lachmar, who then served as our President and sole director, in the State of California. The Company operated this business until February 2018 when Mr. Lachmar died. The Company had no plans to continue this business following Mr. Lachmar’s death.

~~Acquisition~~Item of3. ~~TORtec~~Quantitative ~~Group~~and Qualitative Disclosures About Market Risk.

OnA ~~November~~“smaller ~~22,~~reporting ~~2017,~~company” ~~the Company entered into a Share Exchange Agreement~~ (~~the~~as ~~“Agreement”)~~defined by ~~with~~Item ~~TORtec~~10 ~~Group,~~of aRegulation ~~Wyoming corporation (“TORtec”~~S-K) ~~and~~is ~~all~~not ofrequired ~~the shareholders of TORtec, pursuant~~ to ~~which~~provide the ~~Company acquired~~information ~~100%~~required ofby ~~the~~this ~~issued~~Item ~~and~~pursuant ~~outstanding~~to ~~shares~~Item of305(e) ~~common stock~~ of ~~TORtec. The~~Regulation ~~acquisition of TORtec by the Company was successfully consummated on December 4, 2017~~S-K.

~~Under~~Item ~~the~~4. ~~terms~~Controls ~~of the Agreement, a total of 90,000,000 shares of the Company’s restricted common stock were issued to the 17 TORtec shareholders as consideration in exchange for all 10,000,000 issued~~ and ~~outstanding shares of TORtec common stock being transferred to the Company, making TORtec a wholly-owned subsidiary of the~~ Procedures.

16Evaluation of Disclosure Controls and Procedures.

~~Company. As~~Our ~~a result~~management, with the ~~former~~participation ~~TORtec~~of ~~shareholders~~our ~~collectively~~chief executive ~~owned~~officer ~~90%~~and chief financial officer, evaluated the effectiveness of our ~~issued~~disclosure controls and ~~outstanding~~procedures ~~shares~~as defined in Rule 13a-15(e) under the Securities Exchange Act of ~~our~~1934, ~~common~~as ~~stock~~amended ~~immediately~~(the ~~following~~“Exchange Act”) as of the ~~acquisition~~end of the period covered by this Quarterly Report. In ~~New~~designing ~~directors~~and evaluating the disclosure controls and ~~officers~~procedures, our management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the ~~Company~~desired ~~were~~control objectives. In ~~appointed~~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 ~~connection~~evaluating ~~with~~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 ~~acquisition~~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.

~~Stephen~~Based ~~Smoot~~on ~~was~~that aevaluation, ~~former~~our ~~consultant~~chief executive officer and chief financial officer concluded that, as of ~~Capital~~June ~~Vario~~30, CR2021, ~~S.A.~~our ~~(“Capital~~disclosure ~~Vario”)~~controls and procedures were not effective, ~~which~~and ~~was~~do ~~the~~not provide ~~controlling~~reasonable ~~shareholder~~assurance ofthat ~~the~~information ~~Company~~we ~~prior~~are required to ~~the~~disclose ~~acquisition,~~in ~~but~~reports ~~resigned~~that ~~from~~we ~~his~~file ~~affiliation~~or ~~with~~submit under ~~Capital~~the ~~Vario~~Exchange ~~prior~~Act tois arecorded, ~~$500~~processed,~~000~~ ~~debt-to-equity~~summarized ~~conversion~~and byreported ~~Capital~~within ~~Vario~~the ~~with~~time ~~the~~periods ~~Company.~~specified ~~Mr.~~in ~~Smoot~~Securities ~~became~~and Exchange Commission (the ~~President/CEO~~“SEC”) rules, regulations and ~~Director~~forms, ofand ~~the~~that ~~Company~~such oninformation ~~September~~is 8,accumulated ~~2017.~~ and communicated to our management,

As part of the closing of the acquisition, the Company’s then sole director (William C. Lachmar) elected Franc Smidt, Alex Schmidt, Maksim Goncharenko, Jeffrey R. Brimhall, Stephen H. Smoot, and Irina Kochetkova to the Company’s Board of Directors before resigning as an officer and director of the Company. The following persons were then elected as officers of the Company: Franc Smidt – Chairman of the Board of Directors, Stephen H. Smoot - President and CEO, Alex Schmidt – Vice President, and Irina Kochetkova – Secretary and Treasurer. Jeffrey R. Brimhall resigned as an officer of the Company but has been appointed to serve as a director. Maksim Goncharenko subsequently resigned as a director on July 3, 2018. 16

~~Franc~~including ~~Smidt~~our ~~resigned~~chief ~~from~~executive ~~the~~officer ~~Company’s~~and ~~Board~~chief offinancial officer, ~~Directors~~as ~~on October 18~~appropriate, ~~2020~~to ~~and~~allow ~~his~~timely ~~resignation~~decisions ~~was~~regarding ~~accepted~~required ~~on October 21, 2020 by the Company~~disclosure.

OnThe ~~November~~primary 9reason for this is due to the fact that the Company only currently has one employee that enters into, ~~2020~~reviews, Mrand controls all transactions. The ~~Smoot~~individual is ~~was~~also ~~appointed~~responsible asfor ~~President,~~financial ~~Asael~~and Tregulatory reporting. ~~Sorensen~~We ~~Jr.~~cannot ~~was~~remedy ~~appointed~~the asweakness ~~Vice~~until ~~President~~additional employee(s) and/or ~~Secretary,~~consultants can ~~and~~be ~~Irina~~retained ~~Kochetkova~~to ~~was~~adequately ~~appointed~~segregate asduties. Until ~~Vice~~such ~~President~~time, ~~and~~management ~~Treasurer~~is maintaining adequate records to substantiate transactions.

~~For~~Changes ~~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 aInternal ~~Form~~Control ~~8-K/A~~over ~~dated~~Financial ~~June 22, 2018 and filed with the SEC on June 22, 2018.~~Reporting

~~Plan~~Our management, with the participation of ~~Operations~~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.

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

OnItem ~~September 9, 2017, TORtec entered into General Agreement No~~6. US-17 on cooperation and joint activities on commercialization of TOR-technologies, introduction of new productions, products and services in the markets of North, Central and South America (the “Exclusive License Agreement”) with the parties that invented the ‘TOR-technology.’ The Exclusive License Agreement grants to TORtec an exclusive license to utilize the technology for certain purposes throughout North, Central and South America. The ‘TOR-technology’ equipment is best described as a cascaded adiabatic resonance vortex mill utilizing compressed air as the energy in the system. This proprietary technology includes the ability to size and classify material processed by elemental composition and specific gravity. A more detailed description of the acquisition is included in the Company’s two Current Reports on Form 8-K: (a) dated November 22, 2017 and filed with the SEC on November 29, 2017; and (b) dated December 4, 2017 and filed with the SEC on December 8, 2017, as amended in a Form 8-K/A dated June 22, 2018 and filed with the SEC on June 22, 2018; both of which are incorporated herein by this reference.Exhibits

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

SEC Ref. No.	Title of Document
31.1*	Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2*	Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.SCH	Inline XBRL Taxonomy Extension Schema Document
101.CAL	Inline XBRL Taxonomy Extension Calculation Linkbase Document
101.DEF	Inline XBRL Taxonomy Extension Definition Linkbase Document
101.LAB	Inline XBRL Taxonomy Extension Label Linkbase Document
101.PRE	Inline XBRL Taxonomy Extension Presentation Linkbase Document
104	Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

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

17*Filed with this Quarterly Report.

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

The Company has paid the total amount of two payments totaling 354,600 euros or US $425,510 plus an additional payment of 30,000 Euros or $35,947 for the one-time License fee. The Company received the Tornado M machine in second fiscal quarter of 2019. The Tornado M is currently being prepared to be used in the Company's operations. 17

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

~~Mining~~Pursuant ~~industry~~to ~~and~~the ~~mineral~~requirements ~~processing, including: methods~~ of ~~disintegration~~the ofSecurities ~~mineral~~Exchange ~~raw~~Act ~~materials, methods and technologies~~ of ~~further enrichment of rocks~~1934, ~~minerals and processing of technogenic accumulations under~~ the registrant ~~code~~has ~~name~~duly ~~"TOR-technology";~~caused ~~exploitation~~this ofreport ~~specialized~~to ~~mineral~~be ~~processing~~signed ~~"Tornado"~~on ~~utility~~its ~~models~~behalf ~~and the subsequent recipience of the products~~ by the ~~disintegration of mineral raw materials~~undersigned, ~~mechanical~~thereunto ~~activation,~~duly 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:authorized.

	TORTEC GROUP CORPORATION

Date: September 27, 2021	By	:/s/ Stephen H. Smoot
		Stephen H. Smoot
		President and Chief Executive Officer


Date: September 27, 2021	By	:/s/ Irina Kochetkova
		Irina Kochetkova
		Chief Financial Officer and Principal Accounting Officer

~~methods, techniques and technologies of disintegration of materials, minerals and rocks, mining;~~ 18

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

methods and technologies of mechanical activation, mechanochemical activation;

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

materials, composites, mixtures, solutions;

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

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

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

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

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

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

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

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

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

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

The TORtec Technology Business

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

The TOR Technology

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

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

pressurized air (compressor or a turbine);

any inert gas supplied under pressure;

high-pressure steam (superheated steam);

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

cooling agents.

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

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

Initial Problems with the Tornado M Machine

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

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

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

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

Principal Products or Services and their Markets

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

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

Results of Operations

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

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

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

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

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

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

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

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

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

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

Liquidity

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

Capital Resources

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

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

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

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

Off-Balance Sheet Arrangements

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

Item 3.

Quantitative and Qualitative Disclosures About Market Risk.

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

Item 4.

Controls and Procedures.

Evaluation of Disclosure Controls and Procedures.

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

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

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

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

Changes in Internal Control over Financial Reporting

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

PART II – OTHER INFORMATION

Item 6.

Exhibits

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

__________________

*Filed with this Quarterly Report.

**Furnished with this Quarterly Report.

SIGNATURES

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

TORTEC GROUP CORPORATION

Date: February 16, 2021

By:/s/ Stephen H. Smoot

Stephen H. Smoot

President and Chief Executive Officer

Date: February 16, 2021

By:/s/ Irina Kochetkova

Irina Kochetkova

Chief Financial Officer and Principal Accounting Officer

~~Nevada~~

~~45-5593622~~Nevada

(State or Other Jurisdiction of

(I.R.S. Employer Identification No.)

(State or Other Jurisdiction of incorporation or organization)

(I.R.S. Employer Identification No.)

incorporation or organization)

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