Special Note Regarding Forward-Looking Statements

This Quarterly Report includes forward-looking statements based on management's beliefs, assumptions and plans for the future, information currently available to management and other statements that are not historical in nature. Forward-looking statements include statements in which words such as "expect," "anticipate," "intend," "plan," "believe," estimate," "consider," or similar expressions are used. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions, including among others: 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.

Our future results and stockholder values may differ materially from those expressed in these forward-looking statements. Many of the factors that will determine these results and values are beyond our ability to control or predict.

We may be required to update these forward-looking statements from time to time as circumstances change.

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.





Past Plan of Operation

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

The Environmental and Engineering Divisions comprised the initial operations of Geo Point Utah at its inception and were commenced as a "DBA" in 1997, by Geo Point Utah's founder, William C. Lachmar, who then served as our President and sole director, in the State of California. The Company operated this business until February 2018 when Mr. Lachmar died. The Company had no plans to continue this business following Mr. Lachmar's death.

Acquisition and Disposal of TORtec Group

On November 22, 2017, the 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.

Under the terms 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



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Company. As a result, the 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.

Stephen Smoot was a former consultant and officer of Capital Vario CR S.A. ("Capital Vario"), which was the controlling shareholder of the Company prior to the acquisition, but resigned from his affiliation with Capital Vario prior to a $500,000 debt-to-equity conversion by Capital Vario with the Company. Mr. Smoot became the President/CEO and Director of the Company on September 8, 2017.

As part of the closing of the acquisition, the Company's then sole director (William C. Lachmar) elected Franc Smidt, Alex Schmidt, Maksim Goncharenko, Jeffrey R. Brimhall, Stephen H. Smoot, and Irina Kochetkova to the Company's Board of Directors before resigning as an officer and director of the Company.

The following persons were then elected as officers of the Company: Franc Smidt - Chairman of the Board of Directors, Stephen H. Smoot - President and CEO, Alex Schmidt - Vice President, and Irina Kochetkova - Secretary and Treasurer.

Jeffrey R. Brimhall resigned as an officer of the Company but has been appointed to serve as a director. Maksim Goncharenko subsequently resigned as a director on July 3, 2018.

Franc Smidt resigned from the Company's Board of Directors on October 18, 2020 and his resignation was accepted on October 21, 2020 by the Company.

On November 9, 2020, Mr. Smoot was appointed as President, Asael T. Sorensen Jr. was appointed as Vice President and Secretary, and Irina Kochetkova was appointed as Vice President and Treasurer.

For 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 a Form 8-K/A dated June 22, 2018 and filed with the SEC on June 22, 2018.

On November 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 expending our 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.





Results of Operations

Three Months Ended December 31, 2021 compared to the Three Months Ended December 31, 2020

General and administrative expenses during the three months ended December 31, 2021 were $9,406, compared to $12,000, during the three months ended December 31, 2020, a decrease of $2,594. The decrease in general and administrative expenses was directly related to the decrease in professional fees due to decrease in operations during fiscal 2022.

The decrease in discontinued operation expense of $67,060 during the three months ended December 31, 2020 as to the current period of zero is a direct result of the disposal of our subsidiaries.

Nine Months Ended December 31, 2021 compared to the Nine Months Ended December 31, 2020

General and administrative expenses during the nine months ended December 31, 2021 were $49,580, compared to $61,282, during the nine months ended December 31, 2020, a decrease of $11,432. The decrease in general and administrative expenses was directly related to the reduction of our operations due to the sale of our subsidiaries.

The decrease in discontinued operation expense of $161,281 during the three months ended December 31, 2020 as to the current period of zero is a direct result of the disposal of our subsidiaries.





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Liquidity

Current assets at December 31, 2021, included cash of $175. At March 31, 2021 current assets consisted of cash of $10,875. At December 31, 2021, we had a negative working capital of $58,475, 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.





Capital Resources

During the nine months ended December 31, 2021, operating activities used cash of $43,701 compared to $169,524 net cash used in the nine months ended December 31, 2020, a decrease of $125,823. The decrease related to reduction of our operations due to the sale of our subsidiaries.

During the nine months ended December 31, 2020, investing activities consisted of $114,748 expended in connection with the Company obtaining equipment in connection with the Tornado M.

During the nine months ended December 31, 2021, we received cash from related parties of $33,000. 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. The proceeds were used to fund operations.

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. 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 nine months ended December 31, 2021.

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