Item 2.01 Completion of Acquisition or Disposition of Assets

On March 20, 2023, TORtec Group Corporation (the "Company") entered into a Share Exchange Agreement (the "Agreement") with Mid-Cal Ag Aviation Inc., a California corporation ("Mid-Cal") and all of the shareholders of Mid-Cal, pursuant to which the Company acquired 100% of the issued and outstanding shares of common stock of Mid-Cal. The names of the shareholders of Mid-Cal are listed in the Agreement, a copy of which is attached to a Current Report on Form 8-K (as Exhibit 10.1) filed by the Company on March 22, 2023, and incorporated herein by this reference.

The acquisition of Mid-Cal by the Company was successfully consummated on April 10, 2023.

Under the terms of the Agreement, a total of 1,000,000 shares of the Company's restricted common stock were issued to the Mid-Cal shareholders as consideration in exchange for all 100,000 issued and outstanding shares of Mid-Cal common stock being transferred to the Company, making Mid-Cal a wholly-owned subsidiary of the Company. The terms of the acquisition were negotiated in an arm's length transaction between the Company and Mid-Cal.

As part of the Closing of the acquisition, the Company retained Kevin Morton as president and manager for at least 24 months following the Closing date.

Item 3.02 Unregistered Sales of Equity Securities

As consideration for the acquisition, the holders of the 100,000 shares of issued and outstanding common stock of Mid-Cal will receive within 30 days of the Closing date, April 10, 2023, ten (10) shares of our common stock for each


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one (1) share of Mid-Cal common stock issued and outstanding. This will result in an aggregate of 1,000,000 shares of our common stock being issued to the holders of Mid-Cal common stock in exchange for which the holders of Mid-Cal common stock will simultaneously transfer ownership of all 100,000 issued and outstanding shares of Mid-Cal common stock to the Company, making Mid-Cal a wholly-owned subsidiary of the Company.

The 1,000,000 shares of our common stock will be issued to the shareholders of Mid-Cal in reliance on one or more exemptions from securities registration. Each shareholder to whom shares are to be issued represented to the Company that the shares of the Company being acquired are being acquired for its own account and for investment purposes and not with a view to the public resale or distribution of such shares and each stockholder has further acknowledged that the shares issued are not registered under the Securities Act and are "restricted securities" as that term is defined in SEC Rule 144 promulgated under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available. The shares will be issued in reliance on the exemption provided in Section 4(2) of the Securities Act, SEC Rule 506 or SEC Regulation S, and stock certificates representing those shares of the Company will contain an appropriate restricted legend.

No underwriters will be involved in the issuance of the shares, and there will be no underwriting discounts or commissions paid in connection with the issuance of the shares.

As part of the Closing of the acquisition, the Company retained Kevin Morton as president and manager for at least 24 months following the Closing date.

Item 9.01 Financial Statements and Exhibits





(a)    Financial Statements of Business Acquire

Financial statements of TORtec and pro forma financial information will be filed by the Company in an amendment to this Form 8-K on or before June 24, 2023 (within 71 days following the due date of this report (April 14, 2023))





(b)     Pro Forma Financial Information

See Item 9.01(a) above.

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