Item 1.01 Entry into a Material Definitive 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.

A copy of the Share Exchange Agreement (without Annexes) is attached to this Current Report as Exhibit 10.1.







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Item 9.01 Financial Statements and Exhibits





(d) Exhibits



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

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