UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 6 20, ~~2021~~2023

~~TORTEC~~ ___________TORTEC GROUP ~~CORPORATION~~CORPORATION___________

(Exact name of registrant as specified in its charter)

Nevada	000-55150	45-5593622
(State or Other Jurisdiction	(Commission File	(I.R.S. Employer
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification Number)
of Incorporation)	Number)	Identification Number)

30 N. Gould Street, Suite 2489, Sheridan, Wyoming 82801 (Address of principal executive offices, including zip code)

30 N. Gould Street, Ste 2489, Sheridan Wyoming		82801
(Address of principal executive offices)		(Zip Code)

~~(307) 248-9177 (~~Registrant’s telephone number, including area code: (307) 248-9177

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation ofto the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

☐Securities ~~Soliciting~~registered ~~material~~ pursuant to ~~Rule~~Section ~~14a-~~12(b) ~~under~~ of the ~~Exchange~~ Act: ~~(17 CFR 240~~None.~~14a-12)~~

☐Indicate ~~Pre-commencement~~by ~~communications~~check ~~pursuant~~mark towhether the registrant is an emerging growth company as defined in Rule ~~14d~~405 of the Securities Act of 1933 (§230.405 of this chapter or Rule 12b-2~~(b)~~ ~~under~~of the Securities and Exchange Act ~~(17~~of ~~CFR~~1934 (§240.~~14d~~12b-2(b of this chapter)).

☐Emerging ~~Pre-commencement~~growth ~~communications~~company ~~pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))~~[X]

~~Securities~~If ~~registered~~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 1213(ba) of the Exchange Act:. [ ]

Title of each class Trading Symbol(s) Name of each exchange on which registered N/A N/A N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company S

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. ☐

~~Item~~Forward-Looking ~~2.01 Completion of Acquisition or Disposition of Assets~~Statements

OnThis ~~March~~Current ~~22,~~Report ~~2021~~contains ~~TORtec~~forward-looking statements ~~Group~~within ~~Corporation~~the meaning of Section 27A of the Securities Act of 1933, as amended (the “~~Company~~Securities Act”), ~~entered~~and ~~into~~Section 21E aof ~~Debt~~the ~~Conversion~~Securities ~~Agreement~~Exchange ~~with~~Act ~~Capital~~of ~~Vario~~1934, CRas ~~S.A.~~amended (the “~~Lender~~Exchange Act”). In tosome ~~transfer~~cases, ~~and~~you ~~transfer~~can ~~and~~identify ~~assign~~forward-looking statements ~~100%~~by ofthe following words: “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would,” or the ~~Company’s~~negative ~~interest~~of inthese ~~TORtec~~terms ~~Group~~or other comparable terminology, aalthough ~~wholly~~not all forward-~~owned~~looking ~~subsidiary~~statements contain these words. Forward-looking statements are not a guarantee of ~~the~~future performance ~~Company~~or results, and ~~all~~will ~~other~~not ~~assets~~necessarily be accurate indications of the ~~Company~~times toat, ~~Capital~~or ~~Vario~~by, CRwhich Ssuch performance or results will be achieved.~~A.in~~ ~~complete~~Forward-looking ~~and~~statements ~~final~~are ~~settlement~~based ofon information available at the ~~Company’s~~time ~~debts~~the ~~owed~~statements toare ~~Capital~~made ~~Vario~~and involve known and unknown risks, uncertainties and other factors that may cause our results, levels of ~~$450~~activity,~~000~~ performance or achievements to be materially different from the information expressed or implied by the forward-looking statements in this Current Report. As ~~part~~These offactors include, among others, economic conditions generally in the ~~Agreement~~United States and internationally, and in the ~~Company~~industry ~~will~~and ~~transfer~~markets ~~all~~in ofwhich we have and may participate in the ~~shares~~future, ~~(10~~competition within our chosen industry or industries,~~000~~ our current and intended business,~~000)~~ our assets and plans, the effect of ~~TORtec~~applicable ~~Group~~United toStates ~~Lender~~and foreign laws, rules and ~~Lender~~regulations ~~will~~on ~~acknowledge~~our business and the ~~repayment~~possibility ofwe ~~the~~may ~~Debt. The~~fail ~~text~~to ofsuccessfully ~~the~~develop, compete ~~Agreement~~in isand ~~attached~~finance asour ~~Exhibit~~current 2and intended business operations.~~01.~~

~~Item~~You 5should read any other cautionary statements made in this Current Report as being applicable to all related forward-looking statements wherever they appear in this Current Report.07 We cannot assure you that the forward-looking statements in this Current 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 Current 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.

~~Submission~~Section of1 ~~Matters~~– toRegistrant’s aBusiness ~~Vote~~and ~~of Shareholders.~~Operations

OnItem ~~March 20, 2021, TORtec Group Corporation~~1.01 ~~(the~~Entry ~~“Company”)~~into ~~held~~a ~~its~~Material ~~2021~~Definitive annual meeting of stockholders (the “2021 Annual Meeting”). As of January 19, 2021, the record date for the 2021 Annual Meeting, 100,074,854 shares of the Company’s common stock were issued and outstanding. A summary of the matters voted upon by the stockholders is set forth below.Agreement

On March 20, 2023, the Company entered into a Share Exchange Agreement with Mid-Cal Ag Aviation Inc. (“Mid-Cal”), a California corporation, and the shareholders of Mid-Cal pursuant to which the Company has agreed to acquire 100% ownership of the outstanding shares of Mid-Cal stock in exchange for issuing a total of 1,000,000 shares of the Company’s common stock to be issued to the shareholders of Mid-Cal. Kevin Morton and Bernadette Morton are the officers and shareholders of Mid-Cal. The Share Exchange Agreement is subject to certain terms and conditions, including the transfer of all intangible property including without limitation all trademarks, service marks, brand names, logos, customer lists and contracts owned by the Seller. The Company retains the right to buy back the 1,000,000 shares at $1.00 per share, within 12 months following execution of this Agreement, upon which Kevin and Bernadette Morton will transfer of furniture, tools, machinery and equipment to the Company. The Share Exchange Agreement also provides that the Company will retain Kevin Morton as president and manager and that he will remain in said positions for at least 24 months as a condition to the Closing of the proposed acquisition.

OfA ~~five~~copy ~~nominees presented, the Company’s stockholders elected by plurality each~~ of ~~Stephen Smoot, Irina Kochetkova, Jeff Brimhall and Asael Sorensen Jr. as directors of~~ the ~~Company~~Share ~~for~~Exchange aAgreement (without ~~term~~Annexes) ofis ~~one~~attached ~~year. As previously reported the board of directors previously voted~~ to ~~reduce~~this ~~the~~Current ~~number~~Report ofas ~~board~~Exhibit ~~members from five to four~~10. ~~The voting results were as follows:~~1.

~~FOR WITHHELD BROKER NON-VOTES~~ 2

~~Stephen~~Section ~~Smoot~~9 – Financial Statements and Exhibits

~~59,651,245~~Item 9.01 Financial Statements and Exhibits

~~38,250,334~~(d) Exhibits

Exhibit Number		Exhibit Description
10.1		Share Exchange Agreement between the TORtec Group Corporation, Mid-Cal Ag Aviation Inc., and the Shareholders of Mid-Cal Ag Aviation Inc., dated March 20, 2023.

~~Irina Kochetkova~~SIGNATURE

59Pursuant to the requirements of the Securities Exchange Act of 1934,~~651,245~~ the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

38,250,334

	TORTEC GROUP CORPORATION

Dated: March 22, 2023	By:	/s/ Stephen H. Smoot
	Name:	Stephen H. Smoot
	Title:	President and CEO

Jeff Brimhall

59,651,245

38,250,334

Asael Sorensen Jr.

59,651,245

38,250,334

Alex Schmidt

1,500

97,900,079

The Company’s stockholders ratified the appointment of BF Borgers CPA PC as the Company’s independent registered public accounting firm for the fiscal year ending March 31, 2021. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

97,901,579

The Company’s stockholders approved the transfer and assignment of TORtec Group, a wholly-owned subsidiary of the Company, and all other assets of the Company to Capital Vario CR S.A.in complete and final settlement of the Company’s debts owed to Capital Vario of $450,000. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

59,651,579

38,250,000

The Company’s stockholders rejected a shareholder proposal to appoint an additional independent audit of the Company and its directors, as more fully set forth in the Company’s proxy statement filed with the SEC on February 5, 2021. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

38,250,000

59,651,579

The Company’s stockholders rejected a shareholder proposal of no confidence in and removal as directors, of the Company’s CEO and the Company’s Treasurer, as more fully set forth in the Company’s proxy statement filed with the SEC on February 5, 2021. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

38,250,000

59,651,579

The Company’s stockholders rejected a shareholder proposal alleging that the Company’s technology license agreements and contracts have been terminated, as more fully set forth in the Company’s proxy statement filed with the SEC on February 5, 2021. The voting results were as follows:

FOR

AGAINST

ABSTAIN

BROKER NON-VOTES

38,250,000

59,651,579

Item 5.08

Shareholder Director Nominations.

On March 6, 2021, the Board of Directors (the “Board”) of Tortec Group Corporation, a Nevada corporation (the “Company”), voted to revise the date of the Company’s Annual Meeting of Shareholders (the “Annual Meeting”) to Saturday, March 20, 2021.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit 2.01 – Debt Conversion Agreement

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 hereunto duly authorized.

	TORTEC GROUP CORPORATION
Date: March 25, 2021	By:	/s/ Stephen H. Smoot
		Stephen H. Smoot, President and CEO

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