TORtec Group Corp (Form: 10-Q, Received: 11/14/2019 13:44:35)

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

For the Quarterly Period Ended September 30, 2019

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 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)


Nevada	45-5593622
(State or Other Jurisdiction of	(I.R.S. Employer Identification No.)
incorporation or organization)

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)

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

Large accelerated filer [ ]

Accelerated filer [ ]

Non-accelerated filer [X]

Smaller reporting company [X]

Emerging growth [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]

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

Class

Outstanding as of November 14, 2019

Common Stock, $0.001 par value

100,000,000

TABLE OF CONTENTS


Heading		Page

PART I: FINANCIAL INFORMATION

Item 1.	Financial Statements	6

	Consolidated Balance Sheets -- As of September 30, 2019 and March 31, 2019 (unaudited)	7

	Consolidated Statements of Operations -- For the three and six months ended September 30, 2019 and 2018 (unaudited)	8

	Consolidated Statements of Stockholders Equity – For the three and six months ended September 30, 2019 and 2018 (unaudited)	9

	Consolidated Statements of Cash Flows – For the six months ended September 30, 2019 and 2018 (unaudited)	10

	Notes to Consolidated Financial Statements	11

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15

Item 3.	Quantitative and Qualitative Disclosure about Market Risk	19

Item 4.	Controls and Procedures	19

PART II: OTHER INFORMATION

Item 1.	Legal Proceedings	20

Item 1A.	Risk Factors	20

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20

Item 3.	Defaults upon Senior Securities	20

Item 4	Mine Safety Disclosures	20

Item 5.	Other Information	20

Item 6.	Exhibits	21

Signatures		22

FORWARD-LOOKING STATEMENTS

In this Quarterly Report on Form 10-Q, 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,” “will,” “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:

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

The accompanying consolidated balance sheets of TORtec Group Corporation (formerly Geo Point Resources, Inc.) at September 30, 2019 and March 31, 2019, and the related consolidated statements of operations and stockholders' equity for the three and six months ended September 30, 2019 and 2018 and the related consolidated statements of cash flows for the six months ended September 30, 2019 and 2018 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 periods ended September 30, 2019, are not necessarily indicative of the results that can be expected for the fiscal year ending March 31, 2020.

TORTEC GROUP CORPORATION

CONSOLIDATED BALANCE SHEETS

(unaudited)

See accompanying notes to the consolidated financial statements.

TORTEC GROUP CORPORATION

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited)

See accompanying notes to the consolidated financial statements.

TORTEC GROUP CORPORATION

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY

(unaudited)

See accompanying notes to the consolidated financial statements.

TORTEC GROUP CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(unaudited)


	For the Six Months Ended
	September 30,
	2019	2018

Cash Flows from Operating Activities:
Net loss	$ (73,840)	$ (74,165)
Changes in assets and liabilities:
Prepaid expenses and other current assets	-	(1,300)
Accounts payable and accrued liabilities	(30,947)	(5,380)
Net Cash Used in Operating Activities	(104,787)	(80,845)
Cash Flows from Investing Activities:
Purchase of a license	(35,051)	-
Purchase of property and equipment	(33,800)	(11,590)
Net Cash Used in Investing Activities	(68,851)	(11,590)
Cash Flows from Financing Activities:
Proceeds from short term advances - related parties	63,700	62,000
Proceeds from sale of common stock	150,000	-
Cash Flows Provided by Financing Activities:	213,700	62,000

Net Change in Cash	40,062	(30,435)
Cash at Beginning of Period	4,477	31,684
Cash at End of Period	$ 44,539	$ 1,249


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

Non-Cash Investing and Financing Activities:
Asset transferred from deposit to property and equipment	$ -	$ 474,978

See accompanying notes to the consolidated financial statements.

TORTEC GROUP CORPORATION

Notes to the Consolidated Financial Statements (Unaudited)

September 30, 2019 and March 31, 2019

NOTE 1 – ORGANIZATION AND BUSINESS

On June 13, 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 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.

On November 22, 2017, the 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.

TORtec Group, Inc.

On September 9, 2017, TORtec entered into General Agreement No. 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.

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.

Discontinued Operations

In February 2018, due to the untimely death of Bill Lachmar, the Company’s president, the Company ceased the operations of the Environmental and Engineering Divisions. The Company has reflected these operations as discontinued operations in the accompanying consolidated financial statements. The following is a summary of discontinued operations included within the consolidated financial statements as of September 30, 2019 and March 31, 2019:


	September 30,	March 31,
	2019	2019
LIABILITIES
Current Liabilities
Accounts payable and accrued liabilities	$ 9,064	$ 9,064
Total Current Liabilities - Discontinued Operations	$ 9,064	$ 9,064

Discontinued operations did not impact the consolidated statements of operations and cash flow during the six months ended September 30, 2019 and 2018.

Pending Transaction

On May 22, 2019, the Company entered into a Share Exchange Agreement with TORtec Central Asia, a Wyoming corporation, and the sole shareholder of TORtec Central Asia pursuant to which the Company has agreed to acquire 100% ownership of the outstanding shares of TORtec Central Asia stock in exchange for issuing 2,000,000 shares of the Company’s common stock to Merdan Atayev who is the sole shareholder of TORtec Central Asia. The Share Exchange Agreement is subject to certain terms and conditions which have not yet been completed. The Share Exchange Agreement also provides that the Company will elect Merdan Atayev as a Vice President of the Company as a condition to the Closing of the proposed acquisition of TORtec Central Asia. As of the date of this filing the transaction has yet to close.

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the 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. 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 consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Interim Consolidated Financial Statements

The accompanying consolidated financial statements have been prepared by the Company pursuant to the rules and regulations of the Securities and Exchange Commission (the “SEC”). The accompanying consolidated balance sheet as of September 30, 2019, and the consolidated statements of operations, stockholders' equity for the three and six months ended September 30, 2019, and 2018, and the consolidated statements of cash flows for the six months ended September 30, 2019, and 2018, are unaudited. The consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments, necessary to present fairly the Company’s consolidated financial position, results of operations, and cash flows for such periods. The financial data and other information disclosed in these notes to the consolidated financial statements related to the three and six month period are unaudited. The results of the three and six months ended September 30, 2019, are not necessarily indicative of the results to be expected for the year ending March 31, 2020, any other interim period, or any other future year.

Basis of Accounting

The Company’s consolidated financial statements are stated in United States dollars and have been prepared in accordance with accounting principles generally accepted in the United States (“U.S. GAAP”).

Principles of Consolidation

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries TORtec, TORtec Titan+, and its 90% 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+, and TORtec Nanosynthesis Corp. do not have any operations.

Use of Estimates

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

Fair Value of Financial Instruments

The Company complies with the accounting guidance under Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 820-10, Fair Value Measurements, as well as certain related FASB staff positions. This guidance defines fair

value as the price that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. When determining the fair value measurements for assets and liabilities required to be recorded at fair value, the Company considers the principal or most advantageous market in which it would transact business and considers assumptions that marketplace participants would use when pricing the asset or liability, such as inherent risk, transfer restrictions, and risk of nonperformance.

The guidance also establishes a fair value hierarchy for measurements of fair value as follows:

Level 1 - quoted market prices in active markets for identical assets or liabilities

Level 2 - inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3 - unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

As of September 30, 2019 and March 31, 2019, the Company did not have Level 1, 2, or 3 financial assets or liabilities. Financial instruments consist of cash, accounts receivable, payables, and a line of credit. The fair value of financial instruments approximated their carrying values as of September 30, 2019 and March 31, 2019, due to the short-term nature of these items.

Revenue Recognition

The Company will recognize revenue when the earnings process is complete. This generally will occur as services are performed. Currently, the Company does not have any revenue producing activities.

Basic and Diluted (Income) Loss per Common Share

Basic 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 six months ended September 30, 2019 and 2018, the Company did not have any dilutive securities.

Recently Adopted Accounting Pronouncements

In February 2016, the FASB issued Accounting Standard Updates (“ASUs”) 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. The Company adopted this standard during the first quarter with no impact on its financial statements and related disclosures.

In June 2018, the FASB issued ASU No. 2018-07, Compensation—Stock Compensation (Topic 718) Improvements to Nonemployee Share-Based Payment Accounting. The guidance expands the scope of the topic to include share-based payments granted to non-employees in exchange for goods or services. Upon adoption, the fair value of awards granted to non-employees will be determined as of the grant date, which will be recognized over the service period. Previous guidance required the awards to be remeasured at fair value periodically when determining the related expense. ASU 2018-07 is effective for public business entities for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than an entity’s adoption date of Topic 606. The Company adopted this standard during the first quarter with no impact on its financial statements and related disclosures.

Recent Accounting Pronouncements

The FASB issued ASUs to amend the authoritative literature in ASC. There have been a number of ASUs to date that amend the original text of ASC. 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 3 – FINANCIAL STATEMENT ELEMENTS

Property and Equipment

Property and equipment consist of the Company's Tornado M which was received during fiscal 2019. The Company is currently making additional expenditures in order for the Tornado M to be put into production. Thus, as of September 30, 2019 and March 31, 2019, the Tornado M is considered construction in progress for which depreciation hasn't commenced. The Company expects to depreciate costs related to the Tornado M over the period of ten years. See Note 1 for additional information.

License

On April 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.

Common Stock to be Issued

See Note 6 for discussion.

NOTE 4 – SHORT TERM ADVANCES

From time to time, Capital Vario, a shareholder of the Company, advances monies for operations. The advances do not incur interest and are due on demand. During the six months ended September 30, 2019, Capital Vario has advanced the Company an additional $63,700 for a total of $388,690 due at September 30, 2019. The balance due to Capital Vario at March 31, 2019 was $324,990. The advances have been reflected as "short term advances - related parties" on the accompanying consolidated balance sheets. No amounts have been advanced by Capital Vario subsequent to September 30, 2019.

NOTE 5 – COMMITMENTS AND CONTINGENCIES

The Company does not have any pending or threatened litigation or long-term leases.

NOTE 6 - SHAREHOLDERS’ EQUITY

Effective November 14, 2018, the Company increased its authorized common shares to 200,000,000.

In May 2019, the Company sold 15,000 shares of common stock for proceeds of $150,000. Included in the stock purchase agreement was the sale of 10% interest in TORtec Nanosynthesis Corp., which was recently incorporated in May 2019. As of the date of this filing, the Company hasn't issued the shares of common stock and thus has reflected the amount received as common stock to be issued on the accompanying consolidated balance sheet. In addition, to date the subsidiary has yet to commence operations and thus no value was allocated to the sale of the 10% interest.

See Note 1 for disclosure of additional shares.

NOTE 7 - RELATED PARTY TRANSACTION

See Notes 1, 3 and 4, for additional related party transactions.

NOTE 8 - SUBSEQUENT EVENTS

In November 2019, the Company received $50,000 from a significant shareholder. The terms of the transaction aren't finalized yet but the Company expects to issue a convertible note for which is convertible at $10.00 per share. In addition, the holder is expected to receive a 3.33% interest in TORtec Nanosynthesis Corp, a subsidiary of the Company.

The Company has evaluated subsequent events after September 30, 2019, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes to the consolidated financial statements other than those disclosed above.

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

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: 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” or “us” and words of similar import under this heading refer to the “Company” 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 8-K Current Report dated April 22, 2013, and filed with the SEC on such date. See Part IV, Item 15.

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 has no plans to continue this business following Mr. Lachmar’s death.

Acquisition 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 seventeen 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 former TORtec shareholders collectively own ninety percent (90.0%) 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. Smoot became the President/CEO and Director of TORtec Group 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 appointing to serve as a director. Maksim Goncharenko subsequently resigned as a director on July 3, 2018.

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/ Amendment dated June 22, 2018 and filed with the SEC on June 22, 2018.

Future Plan of Operations

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

On September 9, 2017, TORtec Group entered into General Agreement No. 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 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. 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/ Amendment dated June 22, 2018 and filed with the SEC on June 22, 2018; both of which are incorporated herein by this reference.

On June 18, 2018, TORtec Group 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 Group 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 Group (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.

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 is 394,000 Euros ($474,159 as of September 9, 2017 date of the agreement). On March 3, 2018, the agreement was amended to the amount of 305,535 Euros or $367,696 representing the original amount of 394,000 Euros or $474,159 less the amount of 88,465 Euros or $106,463 originally allocated to the Kaeser screw-compressor, plus the additional amount of 48,040 Euros or $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 frequency rings for additional applications for the mobile “TORNADO M” unit, including transportation & insurance to Idaho.

The Company has paid the total amount of two (2) payments totaling 354,600 euros or $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.

On February 19, 2019, TORtec Group 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 hereto 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:

Mining industry and mineral processing, including: methods of disintegration of mineral raw materials, methods and technologies of further enrichment of rocks, minerals and processing of technogenic accumulations under the code name "TOR-technology"; exploitation of specialized mineral processing "Tornado" utility models and the subsequent recipience of the products by the disintegration of mineral raw materials, mechanical activation, 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:

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

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

methods and technologies of mechanical activation, mechanochemical activation, and;

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;

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

On April 12, 2019, TORtec Group entered into a general, exclusive, unlimited, irrevocable and perpetual license with TORtec Forschungsinstitut GmbH. A copy is attached hereto 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.

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);

• 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.

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 3 to 5 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 September 30, 2019 compared to the Three Months Ended September 30, 2018

We reported no sales for the three months ended September 30, 2019 and 2018 due to the lack of revenue generating activities.

Research and development expenses during the three months ended September 30, 2019, were $7,890, compared to $0, during the three months ended September 30, 2018, an increase of $7,890. The increase was related to the receipt of the Tornado M unit after September 30, 2018 to which we have incurred expenditures to modify and improve our process. We expect to incur additional costs until the Tornado M unit is ready for production.

General and administrative expenses during the three months ended September 30, 2019, were $32,679, compared to $43,715, during the three months ended September 30, 2018, a decrease of $11,036. The decrease in general and administrative expenses during the three months ended September 30, 2019 as compared to the prior period, was directly related to additional professional costs incurred in the prior period related to the acquisition of TORtec and related public filings.

The Company incurred a net loss of $40,569 in the three months ended September 30, 2019, compared to a net loss of $43,715 incurred in the three months ended September 30, 2018, a decrease of $3,146.

Six Months Ended September 30, 2019 compared to the Six Months Ended September 30, 2018

We reported no sales for the six months ended September 30, 2019 and 2018 due to the lack of revenue generating activities.

Research and development expenses during the six months ended September 30, 2019, were $12,132, compared to $0, during the six months ended September 30, 2018, an increase of $12,132. The increase was related to the receipt of the Tornado M unit after September 30, 2018 to which we have incurred expenditures to modify and improve our process. We expect to incur additional costs until the Tornado M unit is ready for production.

General and administrative expenses during the six months ended September 30, 2019, were $61,708, compared to $74,165, during the six months ended September 30, 2018, a decrease of $12,457. The consistency in general and administrative expenses during the six months ended September 30, 2019 as compared to the prior period, was directly related to additional professional costs incurred in the prior period related to the acquisition of TORtec and related public filings.

The Company incurred a net loss of $73,840 in the six months ended September 30, 2019, compared to a net loss of $74,165 incurred in the six months ended September 30, 2018, a decrease of $325.

Liquidity

Current assets at September 30, 2019, included cash of $44,539 and other current assets of $1,300. At September 30, 2019, we had a negative working capital of $506,902, as compared a negative working capital of $364,211 at March 31, 2019. The decrease in working capital is mostly due an investment in common stock currently reflected as a current liability until the shares of common stock are issued.

Capital Resources

During the six months ended September 30, 2019, operating activities used cash of $104,787 compared to $80,845 net cash used in the six months ended September 30, 2018, an increase of $23,942. The increase was primary related to the payment of accounts payable.

During the six months ended September 30, 2019, investing activities consisted of costs expended in connection with the Company obtaining a license for which the term is perpetual. In the prior comparable period, there were no such expenditures. In addition, during the current period the Company continues to purchase equipment in connection with the Tornado M.

During the six months ended September 30, 2019, we received cash from financing activities of $213,700 of which $63,700 was from Capital Vario and $150,000 from the sale of common stock. The proceeds have been used to fund operations.

As reflected in the 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 quarter ended September 30, 2019.

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 Exchange Act as of the end of the period covered by this Quarterly Report on Form 10-Q. 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 September 30, 2019, our disclosure controls and procedures were not effective, and 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 following material weakness was first identified by management during the fiscal year ended March 31, 2018 and still remains as of September 30, 2019.

Lack of Management review as the Company 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 1. Legal Proceedings

The Company is not a party to any other material pending legal proceedings. To the best of the Company’s knowledge, no governmental authority or other party has threatened or is contemplating the filing of any material legal proceeding against the Company.

Item 1A. Risk Factors

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

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

We had no unregistered sale of equity securities during the quarter ended September 30, 2019.

For a description of any other sales of shares of the Company’s unregistered stock made by us in the past three years, please refer to the Company’s Annual Reports on Form 10-K, and the Company’s Quarterly Reports on Form 10-Q filed since March 31, 2016.

Item 3. Defaults Upon Senior Securities

This Item is not applicable.

Item 4. Mine Safety Disclosures

This Item is not applicable.

Item 5. Other Information

This Item is not applicable.

Item 6. Exhibits

(a)

Exhibits:

Exhibit 3.1**

Articles of Incorporation of the Company (incorporated by reference from the Form S-1 Registration Statement filed with the Commission on October 12, 2012).

Exhibit 3.2**

By-laws of the Company (incorporated by reference from the Form S-1 Registration Statement filed with the Commission on October 12, 2012).

Exhibit 3.3**

Amended and Restated Articles of Incorporation of the Company (incorporated by reference from the Company’s Form 10-K Annual Report for the year ended March 31, 2019 filed with the Commission on July 16, 2019)

Exhibit 10.1**

License Agreement No. W-1/18 by and between TORtec Forschungsinstitut GmbH (TRI, Switzerland), Licensor, and TORtec Group, Licensee, dated June 18, 2018(incorporated by reference from the Company’s Form 10-K Annual Report for the year ended March 31, 2018 filed with the Commission on July 12, 2018)

Exhibit 10.2**

Stock Purchase Agreement between TORtec Group Corporation and IKR BABOLNA FZE dated May 20, 2019 (incorporated by reference from the Company’s Form 8-K/A-1 Current Report for the earliest event dated May 20, 2019 filed with the Commission on May 31, 2019)

Exhibit 10.3

A License Agreement dated February 19, 2019 between TORtec Group Corporation and TORtec Forschungsinstitut GmbH, the successor-in-interest to Scientific Research Institute of Technological Progress, a Cyprus entity, filed herewith.

Exhibit 10.4

A License Agreement dated April 12, 2019 between TORtec Group Corporation and TORtec Forschungsinstitut GmbH, filed herewith.

Exhibit 14**

Code of Ethics (incorporated by reference from the Company’s Form 10-K Annual Report for the year ended March 31, 2013 filed with the Commission on July 16, 2013)

Exhibit 31.1

Certification of Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 31.2

Certification of Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

Exhibit 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.

Exhibit 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.

Exhibit 101.INS

XBRL Instance Document

Exhibit 101.PRE

XBRL Taxonomy Extension Presentation Linkbase

Exhibit 101.LAB

XBRL Taxonomy Extension Label Linkbase

Exhibit 101.DEF

XBRL Taxonomy Extension Definition Linkbase

Exhibit 101.CAL

XBRL Taxonomy Extension Calculation Linkbase

Exhibit 101.SCH

XBRL Taxonomy Extension Schema

**Previously filed and incorporated by reference.

***Prospectus filed with the SEC on January 8, 2013.

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: November 14, 2019

By:/s/ Stephen H. Smoot

Stephen H. Smoot

President and Chief Executive

Officer

Date: November 14, 2019

By:/s/ Irina Kochetkova

Irina Kochetkova

Chief Financial Officer and Principal

Accounting Officer

LICENSE AGREEMENT

ON THE TRANSFER OF A GENERAL, EXCLUSIVE, UNLIMITED AND PERPETUAL LICENSE 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 MINING INDUSTRY, ENRICHMENT OF ROCKS AND PROCESSING OF MINERAL RAW MATERIALS AND TECHNOGENIC ACCUMULATIONS

This Agreement is entered into as of February 19, 2019, (the “Effective Date”), by and between TORtec Forschungsinstitut GmbH, a limited liability company organized under the laws of Switzerland, (“Licensor”) and TORtec Group, a corporation organized in the United States under the laws of the State of Wyoming (the “Licensee”). Licensor or Licensee may be referred to individually herein as a “Party” and collectively herein as the “Parties.”

RECITALS

WHEREAS, Licensor owns certain technology relating to materials grinding, separation and synthesis with related commercial processes and applications for various materials and is successor-in-interest to certain Proprietary Information, Proprietary Rights, Technology and Trademarks of Scientific Research Institute of Technological Progress, Limited, a limited company organized under the laws of Cyprus;

WHEREAS, Scientific Research Institute of Technological Progress, Limited and Licensee entered a General Agreement No. US-17 (the “General Agreement”) on the cooperation and joint activities on commercialization of TOR-technologies on September 9, 2017;

WHEREAS, on December 4, 2017 in furtherance of the General Agreement all of the outstanding shares of the Licensee were acquired by Geo Point Resources, Inc., a Nevada corporation, whose common shares are registered under 12(G) of the Securities and Exchange Act of 1934 and are eligible for trading on the OTC market in the United States pursuant to a Share Exchange Agreement, dated November 22, 2017 (the “Share Exchange Agreement”).

WHEREAS, in accordance with the terms of the General Agreement and the Share Exchange Agreement, the Licensor and its affiliates, as agreed between them, acquired controlling interest in the outstanding shares of Geo Point Resources, as set forth in the Share Exchange Agreement and various filings with the United States Securities and Exchange Commission.

WHEREAS, the Parties desire to pursue the worldwide development and commercialization of the Licensor’s TOR-technology, products and applications on the terms set forth in this Agreement.

NOW THEREFORE, the Parties hereby agree as follows:

1. Certain Definitions. For purposes of this Agreement and except as otherwise specifically set forth herein, the following terms shall have the following meanings:

“Affiliate” of a party shall mean an entity directly or indirectly controlling, controlled by or under common control with that party where control means the ownership or control, directly or indirectly, of more than fifty percent (50%) of all of the voting power of the shares (or other securities or rights) entitled to vote for the election of directors or other governing authority, as of the date of this Agreement or hereafter during the term of this Agreement; and the terms “controlling” and “controlled” have meaning correlative to the foregoing; provided that such entity shall be considered an Affiliate only for the time during which such control exists.

“Applications” means the product and service applications that can be exploited utilizing the Technology or Products existing as of the date of this Agreement as set forth in Exhibit A and such other product and service applications thereafter developed by either the Licensor or Licensee during the term of this Agreement.

“Arbitration” shall mean arbitration as described in Section 18.

“Disclosing Party” shall mean a party that is disclosing Proprietary Information under this Agreement, regardless of whether such Proprietary Information is being provided directly by such party, by a representative of the party, or by any other person that has an obligation of confidentiality with respect to the Proprietary Information being disclosed.

“Net Income” means revenue earned minus each of the following: cost of revenue earned, selling, general and administrative expense, other income or expense including depreciation, amortization, interest and taxes determined in accordance with U.S. generally accepted accounting principles, consistently applied to fairly present the results of operations for the relevant period.

“Product(s)” shall mean any TORtec Products or Synthesis Products.

“Proprietary Information” of a Disclosing Party shall mean the following, to the extent previously, currently or subsequently disclosed to the other party hereunder or otherwise: information relating to Technology, Products or Applications, the properties, composition or structure thereof or the manufacture or processing thereof or machines therefor or to the Disclosing Party’s business (including, without limitation, reagents, computer programs, algorithms, names and expertise of employees and consultants, know-how, formulas, specifications, processes, ideas, inventions (whether patentable or not), schematics and other technical, business, financial, customer and product development plans, forecasts, strategies and information). In particular, but without limitation, Technology and improvements made by or for Licensor thereto shall be considered Proprietary Information of Licensor.

“Proprietary Rights” shall mean patent rights, know-how, copyrights, mask work rights, trade secret rights and all other intellectual and industrial property rights of any sort including, without limitation, all new or useful art, combinations, formulae, manufacturing techniques, technical developments, applications, data, and research results pertaining to the Technology, Products or Applications.

“Receiving Party” shall mean a party hereto that receives Proprietary Information of the other party.

“Representatives” shall mean the respective directors, officers, employees, financial advisors,

accountants, attorneys, agents, and consultants of a party.

“Synthesis Products” means any machinery, material, equipment, process or system (including hardware and software) utilizing all or any part of the Synthesis Technology.

“Synthesis Technology” means inventions (whether or not patentable), ideas (whether or not protected or protectable under trade secret laws), designs, processes, formulas, algorithms and know-how, technical data, research owned or controlled by Licensor and used by it as of the date of this Agreement, or hereafter during the term of this Agreement, that are necessary or useful to synthesize super-hard materials or make or use Synthesis Product or Application.

“Technology” shall mean all or any part of the TOR-technology, the Synthesis Technology or any technology pertaining to any Application that utilizes all or any part of the TOR-technology or the Synthesis Technology.

“Territory” shall mean the entire world.

“TOR-technology” means inventions (whether or not patentable), ideas (whether or not protected or protectable under trade secret laws), designs, processes, formulas, algorithms and know-how, technical data, research owned or controlled by Licensor and used by it as of the date of this Agreement, or hereafter during the term of this Agreement, that are necessary or useful to create one or more mechanisms utilizing vortex (gas-dynamic) resonance technologies to (i) grind or disintegrate substances; (ii) separate or classify substances; (iii) produce nonthermal mechanoactivation and mechanochemical synthesis or nanostructuring of materials; or (iv) make or use any TORtec Product or Application.

“TORtec Product(s)” means any machinery, equipment, process or system (including hardware and software) utilizing all or any portion of the TOR-technology.

“Trademarks” shall mean any and all trademarks, service marks, trade names, corporate names, logos, trade dress, domain names or any other indicator of source or origin pertaining to the Technology, Product or Application.

2. License Grant.

2.1 Licensor hereby grants Licensee an exclusive, perpetual, irrevocable, unrestricted, license within the Territory to (i) use and exploit the Technology; (ii) design, develop, have manufactured and remanufactured, use, exploit, promote, distribute, test, or service Products; and (iii) design, develop, have manufactured and remanufactured, use, exploit, promote, distribute, test, or service Applications.

2.2 Licensee’s license is exclusive even as against Licensor for the purpose stated in Section 2.1; production under the license is authorized and will take place in the Territory at such locations and by such parties as determined by Licensee. Licensee may extend the licenses granted above to its Affiliates and sublicensees, provided that all such Affiliates or sublicensees become bound in writing (for Licensor’s benefit) to Licensee’s obligations under this Agreement, that Licensee assumes full responsibility for compliance by such Affiliates and sublicensees with such obligations and that all payments and reports from Affiliates and sublicensees will be made through Licensee together with Licensee’s payments and reports.

Licensee further agrees that in any licenses granted to sublicensees, a reasonable initial set-up fee will be paid by sublicensees to Licensee and further transferred to the Licensor for the preparation, testing of materials, transfer of any documentation, designs, drawings or other efforts to apply the Technology the specific application of sublicensees.

3. Licensor Representations.

3.1 Licensor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to enter into this Agreement and perform all its obligations under this Agreement.

3.2 Licensor is not required to give and notice to or obtain any consent from any person in connection with the execution and performance of this Agreement. The execution and delivery of this Agreement and the performance contemplated by this Agreement will not, directly or indirectly (with or without notice or lapse of time) breach any governing documents of Licensor, resolution of its board of directors or any other contract or agreement to which Licensor is a party.

3.3 Licensor owns good and marketable title, rights and interest in the Technology, Products and Applications free and clear of any encumbrances and as required to allow the Licensee to use and exploit the License granted in the Territory under this Agreement. The Technology, Products and Applications do not infringe any patent and to Licensor’s knowledge there is no potentially interfering patent or patent application of any third party.

3.4 This Agreement constitutes the legal, valid and binding obligation of the Licensor enforceable against it in accordance with its terms.

3.5 Licensor does not have knowledge of any fact that has specific application to the Technology, Products or Applications (other than general economic or industry conditions) that may materially adversely affect the Licensee’s ability to use or exploit the license granted by this Agreement that has not been disclosed to the Licensee in writing.

4. Transfer of Technology. To carry on the physical transfer of Technology from Licensor to Licensee, Licensor shall disclose to Licensee, as soon as reasonably practicable after Licensor delivers to Licensee the effective date of this Agreement, Technology in tangible form (including but not limited to those items described in Exhibits A through D or other information regarding the Products and Applications) as would be reasonably necessary for a person skilled in the mechanical arts and sciences to produce the Products and Applications described in Exhibit A. The Parties understand and agree that for a full-fledged application of TOR-technology in the world, it is necessary to finance a plant for the manufacture of specialized TOR-technology installations.

5. Improvements. Any Licensor modification or improvement (including those made for Licensor by employees or contractors) to or on the Technology, Product or Application licensed to Licensee made before the termination of this Agreement shall be included in the license without additional charge to Licensee. In addition, Licensee will promptly disclose and hereby grants back to Licensor a worldwide, royalty-free, non-exclusive, license to fully exploit any modifications or improvements made by or for Licensee during the same period to or on the Technology (the foregoing shall be deemed to

include, without limitation, (A) any patent covering an invention the manufacture, use or sale of which would be covered by or within the scope of a claim of a patent licensed to Licensee hereunder and (B) any patent that (alone or together with others) tends to define, describe or surround any part of the Technology or any invention claimed in a patent licensed to Licensee hereunder) and Licensee shall not license to third parties the modifications or improvements derived from or based on any Licensor Proprietary Information. The parties agree to promptly disclose modifications and improvements. To assist in the transfer of modifications and improvements, each party will be entitled to have a development engineer observe the operations of the other related to the subject matter of the licenses for up to one month per year during the same period stated above.

6. Marketing Efforts. Licensee will use reasonable commercial efforts to produce, deploy and exploit Products and Applications under the license granted in this Agreement on such terms and conditions and in such ventures as determined reasonable by the Licensee. As part of such efforts, but without limitation, Licensee will spend the money, dedicate the people and resources and perform the business development, promotional and other activities specified in Exhibit D.

Except to the extent otherwise decided by Licensor, all promotional materials, Products, and Product packaging will include (in easily readable, non-obscured type that is of reasonable size in light of the other names and notices) the mark “TORtec” a legend that Licensor owns such mark and any reasonable proprietary markings and notices of Licensor, as provided by Licensor in writing. Use of such mark and any related goodwill will inure to Licensor’s benefit. Licensor will have the right of prior approval with respect to any promotional materials, packaging or statements regarding a Product or the mark “TORtec” and the right to make quality inspections of Licensee’s plants manufacturing Products or producing or operating Applications. Licensee will market and distribute the Products on their own merits and not in a manner intended to promote other products or services.

7. Initial Product Purchase; Royalties; Audit.

7.1 Licensee shall purchase from Licensor, or its predecessor, the Product as described in Exhibit D for the sum of €310,935 on or before the execution of this Agreement to serve as a test and demonstration model in support of Licensee’s marketing efforts in the Territory.

7.2 For ease of recordkeeping and auditing and for the mutual convenience of the parties during each year of the term of this Agreement, Licensee will pay a Net Income royalty to Licensor. The royalty rate shall be 10% of Licensee’s Net Income in any calendar year. There will be no guaranteed minimum royalty amount. The royalties shall be determined on a fiscal quarter basis and shall be paid within 45 days after the end of the Licensee fiscal quarter. In the event Licensee fails to pay Licensor the minimum royalty as required for a year, the license granted hereunder to Licensee shall become nonexclusive thereafter.

7.3 Licensee and its Affiliates shall keep and maintain detailed and accurate books and records in accordance with United States generally accepted accounting principles. An internationally known independent certified public accounting firm selected by Licensor (who shall be reasonably acceptable to Licensee and bound in confidence not to disclose any information except to inform Licensor of discrepancies) shall be entitled to review and audit such books and records and/or compliance with Section 9 from time to time, but no more than once per year, during normal business hours upon reasonable notice to Licensee and at Licensor’s expense; provided that Licensee will bear any such expense if the review or audit shows an underpayment of more than 10% for the applicable period.

8. No Restriction on Competition; Nonsolicitation. Nothing in this Agreement shall be deemed to prohibit Licensee from developing, making, using, marketing or otherwise distributing or promoting products competitive with Products produced hereunder, provided that Licensee does not breach any provision of Section 9 or disparage the Products produced hereunder in doing so. However, so long as Licensor is required to provide improvements of the Technology to Licensee under this Agreement and for one year thereafter, neither party will solicit any employee or consultant of the other to leave the employ of the other; the foregoing does not prohibit mass media “want ads” not specifically directed towards employees or consultants of a party.

9. Confidentiality. Each party recognizes the importance to the other of the other’s Proprietary Information. In particular Licensee recognizes that the Technology and other of Licensor’s Proprietary Information (and the confidential nature thereof) are critical to the business of Licensor and that Licensor would not enter into this Agreement without assurance that such technology and information and the value thereof will be protected as provided in this Section 10 and elsewhere in this Agreement.

Accordingly, each party agrees as follows:

9.1 The Receiving Party agrees (i) to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials), (ii) not to divulge (except pursuant to a sublicense expressly authorized in this Agreement) any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except as expressly authorized in this Agreement, and (iv) not to remove or export from the United States or re-export any such Proprietary Information or any direct product thereof (e.g., Products by whomever made) except in compliance with and with all licenses and approvals required under applicable U.S. and foreign export laws and regulations, including without limitation, those of the U.S. Department of Commerce. Any employee given access to any such Proprietary Information must have a legitimate “need to know” and shall be similarly bound in writing. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii) and (iii) shall not apply with respect to information the Receiving Party can document (i) is in or (through no improper action or inaction by the Receiving Party or any Affiliate, agent or employee) enters the public domain (and is readily available without substantial effort), or (ii) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) was independently developed by it by persons without access to such information and without use of any Proprietary Information of the Disclosing Party. The Receiving Party must promptly notify the Disclosing Party of any information it believes comes within any circumstance listed in the immediately preceding sentence and will bear the burden of proving the existence of any such circumstance by clear and convincing evidence. Each party’s obligations under this Section 9.1 (except under clause (iv) of the first sentence) shall terminate five (5) years after the date of this Agreement.

9.2 Immediately upon termination of the Receiving Party’s license under Section 13, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts thereof.

9.3 The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of any bond) in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorized use or release of any such Proprietary Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach.

10. Patent Matters.

10.1 Licensor retains the sole right and discretion, but not obligation, to file and prosecute patent applications and maintain patents in the Territory relating to the Technology or any improvements made by Licensor. At Licensee’s request while Licensee remains an exclusive licensee hereunder, Licensor will discuss its decisions on these matters with Licensee, but Licensee will not attempt to file or prosecute any such patent applications or maintain any such patent (i) except as Licensor may, at its sole discretion, approve in writing and (ii) except that Licensee may continue maintenance of licensed patents issued in the Territory if Licensor elects not to do so.

Any improvements to Technology (whether or not patentable or copyrightable) that either party develops shall be owned solely by such party. Such party shall have the right, at its own expense and solely in its own name, to apply for, prosecute and defend its Proprietary Rights with respect thereto. Licensor’s existing relevant patents and patent applications in the Territory are listed on Exhibit C. Licensee agrees to place on all Products in a proper manner all reasonable patent and patent application markings requested by Licensor.

10.2 If Licensee becomes aware of any product or activity of any third party that involves infringement or violation of any Licensor patent or other Proprietary Right in the Territory, then Licensee shall promptly notify Licensor in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate; if Licensor elects to take action, Licensee will fully cooperate therewith at Licensor’s expense, including joining as a party, if necessary.

If Licensor does not, within 90 days after receipt of such a notice of a patent infringement within the scope of the then remaining exclusivity of Licensee’s license hereunder, commence action directed toward restraining or enjoining such patent infringement, Licensee, so long as such exclusivity remains in effect, may take such legally permissible action as it deems necessary or appropriate to enforce Licensor’s patent rights and restrain such infringement.

Licensor agrees to cooperate reasonably in any such action Licensee initiates or wishes to initiate, including, without limitation, supplying essential documentary evidence and making

essential witnesses then in Licensor’s employment available. As part of such cooperation, Licensee may join or include Licensor as a party, if the need arises, although such joinder or inclusion shall be entirely at Licensee’s expense. Licensee will indemnify Licensor for any third-party damages, as well as Licensor’s expenses, costs and attorneys’ fees, in connection with Licensee’s actions under this Section 10.2. Nothing in this Section 10.2 allows Licensee or requires Licensor to disclose Proprietary Information of Licensor.

If Licensor initiates and prosecutes any such an action under this Section 10.2, all legal expense (including court costs and attorneys’ fees) shall be borne by Licensor and Licensor shall be entitled to all amounts awarded by way of judgment, settlement or compromise. Similarly, if Licensee initiates and prosecutes such an action, all legal expenses (including court costs and attorneys’ fees) shall be borne by Licensee and Licensee shall be entitled to all amounts awarded by way of judgment, settlement, or compromise.

10.3 Licensee understands that Licensor has not conducted comprehensive patent searches in all of the countries in the Territory. Licensor and Licensee agree to work cooperatively regarding issues concerning patents and Proprietary Rights and similar matters and to exercise reasonable business judgment in carrying out the objects of this Agreement to avoid exposing either party to liability under patent or similar laws in any of the countries in the Territory. Each party represents and warrants that it is not aware of infringement or potential infringement issues that have not been communicated to the other in writing before execution of this Agreement.

11. Term and Termination.

11.1 This Agreement will remain in effect unless terminated pursuant to Section 11.2.

11.2 Subject to Section 7.2, if a party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon 90 days’ written notice unless the breach is cured within the notice period.

11.3 In the event of any termination of this Agreement, the rights and licenses granted Licensee under this Agreement and Licensee’s obligation under Section 6 shall terminate and Licensor’s obligations to negotiate or provide goods, services, facilities, technology or information shall cease but all other provisions of this Agreement will continue in accordance with their terms (except that if the termination is on account of a breach by Licensor, the license granted Licensor in Section 5 shall also terminate, the license granted Licensee in Section 2 will continue for Technology, Products and Applications licensed as of the termination date and Section 6 will continue and the Agreement will not be considered terminated for purposes of Section 7 until Licensee’s royalty obligation terminates). Any licenses surviving termination may be terminated by the granting party in the same manner as provided in Section 11.2 if the other party materially breaches a material surviving provision of this Agreement. A sublicense will survive termination and continue according to its terms provided that (i) it was properly granted, (ii) Licensor will have no obligation thereunder, (iii) all the restrictions and limitations of this Agreement shall apply to the sublicensees as though this Agreement continued in effect, (iv) Licensor shall receive all consideration due in connection with the sublicense and, in any event, the payments to Licensor based on the sublicense and activity thereunder shall be at least as great as they would have been had the Agreement remained in effect and such actions been taken by Licensee, (v) in addition to any termination rights under the sublicense agreement, Licensor shall be entitled to terminate such sublicense on the same basis as is provided herein for termination of this Agreement.

11.4 Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any termination of this Agreement (or any part thereof) by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses.

11.5 Termination is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies will remain available.

12. INCIDENTAL AND CONSEQUENTIAL DAMAGES. EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY WILL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT.

13. LIMITATION OF OBLIGATIONS AND LIABILITY. EXCEPT FOR BODILY INJURY OF A PERSON, LICENSOR WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS OR FOR ANY AMOUNTS AGGREGATING IN EXCESS OF AMOUNTS PAID TO IT HEREUNDER IN THE 12 MONTH PERIOD BEFORE THE CAUSE OF ACTION AROSE.

14. Independent Contractors. The parties are independent contractors and not partners or joint venturers and neither has any right or authority to bind the other in any way.

15. Assignment. The rights and obligations of the parties under this Agreement may not be assigned or transferred (and any attempt to do so will be void) except (i) rights to payment of money may be assigned, and (ii) this Agreement and the rights and obligations hereunder may be assigned to an acquiror of all or substantially all the assets, business or stock of a party.

16. Arbitration

16.1 Any controversy or claim arising out of or relating to this Agreement is to be resolved by arbitration. The arbitration is to be administered by the International Commercial Arbitration Court (ICAC) under the International Property Protection Committee (ICCP).

16.2 The arbitration is to be held before a panel of three arbitrators, each of whom must be independent of the Parties. No later than fifteen (15) days receipt of notice from ICAC, the claimant and the respondent in the arbitration shall each select an arbitrator and the Chairman of the ICAC at the ICPP shall select a third neutral arbitrator who will act as the Chairman (umpire) of the panel. If a Party fails to appoint an arbitrator within fifteen (15) days of receipt of notice from ICAC, the other party may request the ICAC to appoint a neutral arbitrator in accordance with its rules to complete the panel. Before beginning the hearings, each arbitrator must provide an oath or undertaking of impartiality. The decision of a majority of the arbitrators shall the decision of panel. The decision of the panel shall be issued in writing and shall state the findings of fact and law made by the panel and signed by at least two members of the panel. The arbitration decision shall be final and binding on the Parties and participants in the arbitration.

16.3 The following limitations will apply to the arbitration:

(i) Either Party may seek form any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party. By doing so, that party does not waive any right or remedy under this Agreement. The interim or provisional relief is to remain in effect until the arbitration award is rendered or the controversy is resolved. The Parties shall continue to perform their obligations under this Agreement during the pendency of any arbitration proceeding.

(ii) The arbitrators are to have no authority to award punitive damages or other damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this Agreement.

(iii) The prevailing Party to in arbitration shall be entitled to recover costs of the arbitration, excluding attorney’s fees, from the non-prevailing Party.

16.4 Any arbitration proceeding under this Agreement must be commenced no later than one year after the controversy or claim arose. Failure to timely commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding with respect to the controversy or claim, and a waiver of the controversy or claim.

16.5 Choice of Law. The arbitrators are to interpret all controversies and claims arising under or related to this Agreement in accordance with the UNCITRAL rules.

16.6 Venue and Language. The arbitration is to be conducted in Larnaca, Cyprus. The arbitration case and proceedings shall be conducted in the English language.

16.7 Submission to Jurisdiction. Each Party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment. Any award, order or judgment pursuant to arbitration is final and may be entered and enforced in any court of competent jurisdiction.

17. Miscellaneous.

17.1 Amendment and Waiver—Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties.

17.2 Headings—Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

17.3 Notices— All notices or other information deemed required or necessary to be given to any of the parties shall be given in the English language at the following addresses or such other address as a Party shall provide by notice pursuant to this subsection:

Licensor:

TORtec Forschungsinstitut GmbH

Rothausstrasse 61

4132 Muttenz, Switzerland

Attn: Franc Smidt

Email: info@progress.institute

Licensee:

TORtec Group

30 North Gould Street, Suite 2489

Sheridan, Wyoming 82801

Attention: Stephen H. Smoot

Email: utahinternational@gmail.com

17.4 Delivery of Notices – Notices sent in accordance with this Section 17.4 shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); (b) when received, if sent by a U.S. nationally recognized overnight courier (receipt requested); (c) on the date sent by facsimile or e-mail (in each case, with confirmation of transmission), if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient.

17.5 Entire Agreement—This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.

17.6 WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 4 AND 10, LICENSOR MAKES NO WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

17.7 Force Majeure—Neither party hereto shall be responsible for any failure to perform its obligations under this Agreement (other than obligations to pay money or obligations under Section 9 or 10) if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure. In the event that such force majeure should obstruct performance of this Agreement for more than six (6) months, the parties hereto shall consult with each other to determine whether this Agreement should be modified. The party facing an event of force majeure shall use commercially reasonable endeavors in order to remedy that situation as well as to minimize its effects. A case of force majeure shall be notified to the other party by telefax within five (5) days after its occurrence and shall be confirmed by a letter.

17.8 Export Control—Each party shall comply with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority and will not export or re-export, or authorize the export or re-export of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions or regulations.

17.9 Severability—If any provision of this Agreement is held illegal, invalid or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

17.10 Basis of Bargain—Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement.

[Remainder of page left blank intentionally; Agreement signature page follows]

In Witness Whereof, the undersigned have caused this Agreement to be duly executed as of the date first above written.

LICENSEE:

TORtec Group

By: /s/ Stephen H. Smoot

Stephen H. Smoot, President

LICENSOR:

TORtec Forschungsinstitut GmbH

By: /s/ Franc Smidt

Franc Smidt, CEO & Director

Acknowledged and agreed:

Scientific Research Institute of Technological Progress, Limited

By: /s/ Franc Smidt

Franc Smidt, CEO & Director for and on behalf of

Scientific Research Institute of Technological Progress, Limited

EXHIBIT A

APPLICATIONS

MINING INDUSTRY AND MINERAL PROCESSING, INCLUDING: METHODS OF DISINTEGRATION OF MINERAL RAW MATERIALS, METHODS AND TECHNOLOGIES OF FURTHER ENRICHMENT OF ROCKS MINERALS AND PROCESSING OF TECHNOGENIC ACCUMULATIONS UNDER THE CODE NAME "TOR TECHNOLOGY";

EXPLOITATION OF SPECIALIZED MINERAL PROCESSING "TORNADO" UTILITY MODELS AND THE SUBSEQUENT RECIPIENCE OF THE PRODUCTS BY THE DISINTEGRATION OF MINERAL RAW MATERIALS, MECHANICAL ACTIVATION, 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:

METHODS, TECHNIQUES AND TECHNOLOGIES OF DISINTEGRATION OF MATERIALS, MINERALS AND ROCKS, MINING;

INDUSTRIAL WASTE WITH SUBSEQUENT ENRICHMENT AND/OR WITH THE RECIPIENCE OF THE PRODUCT;

METHODS AND TECHNOLOGIES OF MECHANICAL ACTIVATION, MECHANOCHEMICAL ACTIVATION, AND;

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;

ALL OR SOME KNOW-HOW’S, TRADEMARKS, DESIGN DEVELOPMENT AND TECHNICAL KNOWLEDGE.

Ex-A 1

EXHIBIT B

LIST OF TECHNICAL INFORMATION TO BE PROVIDED BY LICENSOR

Product and Application Specifications

Product Design Drawings

Marketing Materials

Supply chain information

On-site Training and Consulting Plan and Schedule

Annual inspections and technology exchange meetings

Ex-B 1

EXHIBIT C

PATENTS AND PATENT APPLICATIONS AND REGISTRATIONS

ICAC Decision: Case No.: ICAC-SRI/14/04

ICAC Extract No.: 01/17 from closed electronic registration of intellectual property and know-how of ICPP registry M/: Utility models and industrial designs of 01.24.2017

Patent UA No 46851 “Method of grinding material in the energy flow device for its implementation”.

Technology Reports

Technology Descriptions

Technology, Product and Application Testing Reports

Ex-C 1

EXHIBIT D

SPECIFIC PROMOTIONAL COMMITMENTS

The Licensee has purchased from Scientific Research Institute of Technological Progress, a limited company organized under the laws of Cyprus a mobile ‘Tornado’ equipment package described as follows:



	Complete «Tornado M» installation		Amount
	Shipping container 20 feet		1
	Resonator insertion ВМ16-2T (boron carbide)		6 comp.
	Magnetic catcher, size limiter
	«Tornado» working chamber		2
	Multicyclone ЦН-15-Р3В with a bunker		1
Dispenser adjustable		1
Mechanical dispenser, adjustable (2t/h)		1
Matching Receiver (2 cubic m)		1
Receiving bunker		1
Vibratory drives		4
Control Cabinet and ACS		1
A set of fluid controllers, pressure operated valves		1
Sensors		4
JPC Block		1
Hose filter		1
Generator electrical (3F, 30 kW)		1
Electric gates		5
Air conditioning		1
Set of connecting pipelines		1
Exhaust fan + speed controller		1
Gas heater		1
Frame «Tornado»		1
Granulator for quartz micropowder		1
Laser powder analyzer		1

Ex-D 1

LICENSE AGREEMENT

ON THE TRANSFER OF A GENERAL, EXCLUSIVE, UNLIMITED, IRREVOCABLE AND PERPETUAL LICENSE 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

This Agreement is entered into as of April 12, 2019, (the “Effective Date”), by and between TORtec Forschungsinstitut GmbH, a limited liability company organized under the laws of Switzerland, (“Licensor”) and TORtec TITAN+, a corporation organized in the United States under the laws of the State of Wyoming (the “Licensee”). Licensor or Licensee may be referred to individually herein as a “Party” and collectively herein as the “Parties.”

RECITALS

WHEREAS, Licensor owns certain proprietary information, property rights, technology and trademarks relating to materials grinding, separation and synthesis with related commercial processes and applications for various materials;

WHEREAS, the Parties desire to pursue the worldwide development and commercialization of the Licensor’s TOR-technology, products and applications on the terms set forth in this Agreement.

NOW THEREFORE, the Parties hereby agree as follows:

Certain Definitions. For purposes of this Agreement and except as otherwise specifically set forth herein, the following terms shall have the following meanings:

“Arbitration” shall mean arbitration as described in Section 16.

“Net Income” means revenue earned minus each of the following: cost of revenue earned, selling,

general and administrative expense, other income or expense including depreciation, amortization, interest and taxes determined in accordance with U.S. generally accepted accounting principles, consistently applied to fairly present the results of operations for the relevant period.

“Product(s)” shall mean any TORtec Products or Synthesis Products.

“Receiving Party” shall mean a party hereto that receives Proprietary Information of the other party.

“Representatives” shall mean the respective directors, officers, employees, financial advisors, accountants, attorneys, agents, and consultants of a party.

“Synthesis Products” means any machinery, material, equipment, process or system (including hardware and software) utilizing all or any part of the Synthesis Technology.

“Territory” shall mean the entire world.

“TORtec Product(s)” means any machinery, equipment, process or system (including hardware and software) utilizing all or any portion of the TOR-technology.

License Grant.

2.1

Licensor hereby grants Licensee an exclusive, perpetual, irrevocable, unrestricted, license within the Territory to (i) use and exploit the Technology; (ii) design, develop, have manufactured and remanufactured, use, exploit, promote, distribute, test, or service Products; and (iii) design, develop, have manufactured and remanufactured, use, exploit, promote, distribute, test, or service Applications.

2.2

Licensee’s license is exclusive even as against Licensor for the purpose stated in Section 2.1; production under the license is authorized and will take place in the Territory at such locations and by such parties as determined by Licensee. Licensee may extend the licenses granted above to its Affiliates and sublicensees, provided that all such Affiliates or sublicensees become bound in writing (for Licensor’s benefit) to Licensee’s obligations under this Agreement, that Licensee assumes full responsibility for compliance by such Affiliates and sublicensees with such obligations and that all payments and reports from Affiliates and sublicensees will be made through Licensee together with Licensee’s payments and reports. Licensee further agrees that in any licenses granted to sublicensees, a reasonable initial set-up fee will be paid by sublicensees to Licensee and further transferred to the Licensor for the preparation, testing of materials, transfer of any documentation, designs, drawings or other efforts to apply the Technology the specific application of sublicensees.

Licensor Representations.

3.1

Licensor is a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, with full corporate power and authority to enter into this Agreement and perform all its obligations under this Agreement.

3.2

Licensor is not required to give and notice to or obtain any consent from any person in connection with the execution and performance of this Agreement. The execution and delivery of this Agreement and the performance contemplated by this Agreement will not, directly or indirectly (with or without notice or lapse of time) breach any governing documents of Licensor, resolution of its board of directors or any other contract or agreement to which Licensor is a party.

3.3

Licensor owns good and marketable title, rights and interest in the Technology, Products and Applications free and clear of any encumbrances and as required to allow the Licensee to use and exploit the License granted in the Territory under this Agreement. The Technology, Products and Applications do not infringe any patent and to Licensor’s knowledge there is no potentially interfering patent or patent application of any third party.

3.4

This Agreement constitutes the legal, valid and binding obligation of the Licensor enforceable against it in accordance with its terms.

3.5

Licensor does not have knowledge of any fact that has specific application to the Technology, Products or Applications (other than general economic or industry conditions) that may materially adversely affect the Licensee’s ability to use or exploit the license granted by this Agreement that has not been disclosed to the Licensee in writing.

Transfer of Technology. To carry on the physical transfer of Technology from

Licensor to Licensee, Licensor shall disclose to Licensee, as soon as reasonably practicable after Licensor delivers to Licensee the effective date of this Agreement, Technology in tangible form (including but not limited to those items described in the attached Appendix and Exhibits A through C or other information regarding the Products and Applications) as would be reasonably necessary for a person skilled in the mechanical arts and sciences to produce the Products and Applications described in Exhibit A. The Parties understand and agree that for a full-fledged application of TOR-technology in the world, it is necessary to finance a plant for the manufacture of specialized TOR-technology installations.

Improvements. Any Licensor modification or improvement (including those made for Licensor by employees or contractors) to or on the Technology, Product or Application licensed to Licensee made before the termination of this Agreement shall be included in the license without additional charge to Licensee. In addition, Licensee will promptly disclose and hereby grants back to Licensor a worldwide, royalty-free, non-exclusive, license to fully exploit any modifications or improvements made by or for Licensee during the same period to or on the Technology (the foregoing shall be deemed to include, without limitation, (A) any patent covering an invention the manufacture, use or sale of which would be covered by or within the scope of a claim of a patent licensed to Licensee hereunder and (B) any patent that (alone or together with others) tends to define, describe or surround any part of the Technology or any invention claimed in a patent licensed to Licensee hereunder) and Licensee shall not license to third parties the modifications or improvements derived from or based on any Licensor Proprietary Information. The parties agree to promptly disclose modifications and improvements. To assist in the transfer of modifications and improvements, each party will be entitled to have a development engineer observe the operations of the other related to the subject matter of the licenses for up to one month per year during the same period stated above.

Marketing Efforts. Licensee will use reasonable commercial efforts to produce, deploy and exploit Products and Applications under the license granted in this Agreement on such terms and conditions and in such ventures as determined reasonable by the Licensee. As part of such efforts, but without limitation, Licensee will spend the money, dedicate the people and resources and perform the business development, promotional and other activities specified in the Appendix.

Except to the extent otherwise decided by Licensor, all promotional materials, Products, and Product packaging will include (in easily readable, non-obscured type that is of reasonable size in light of the other names and notices) the mark “TORtec” a legend that Licensor owns such mark and any reasonable proprietary markings and notices of Licensor, as provided by Licensor in writing. Use of such mark and any related goodwill will inure to Licensor’s benefit. Licensor will have the right of prior approval with respect to any promotional materials, packaging or statements regarding a Product or the mark “TORtec” and the right to make quality inspections of Licensee’s plants manufacturing Products or producing or operating Applications. Licensee will market and distribute the Products on their own merits and not in a manner intended to promote other products or services.

Initial Product Purchase; Royalties; Audit.

7.1

Licensee shall pay Licensor the sum of €30,000 on or before the execution of this Agreement as a one-time license fee for this License.

7.2

For ease of recordkeeping and auditing and for the mutual convenience of the parties during each year of the term of this Agreement, Licensee will pay a Net Income royalty to Licensor. The royalty rate shall be 10% of Licensee’s Net Income in any calendar year. There will be no guaranteed minimum royalty amount. The royalties shall be determined on a fiscal quarter basis and shall be paid within 45 days after the end of the Licensee fiscal quarter. In the event Licensee fails to pay Licensor the minimum royalty as required for a year, the license granted hereunder to

Licensee shall become nonexclusive thereafter.

7.3

Licensee and its Affiliates shall keep and maintain detailed and accurate books and records in accordance with United States generally accepted accounting principles. An internationally known independent certified public accounting firm selected by Licensor (who shall be reasonably acceptable to Licensee and bound in confidence not to disclose any information except to inform Licensor of discrepancies) shall be entitled to review and audit such books and records and/or compliance with Section 9 from time to time, but no more than once per year, during normal business hours upon reasonable notice to Licensee and at Licensor’s expense; provided that Licensee will bear any such expense if the review or audit shows an underpayment of more than 10% for the applicable period.

No Restriction on Competition; Nonsolicitation. Nothing in this Agreement shall be deemed to prohibit Licensee from developing, making, using, marketing or otherwise distributing or promoting products competitive with Products produced hereunder, provided that Licensee does not breach any provision of Section 9 or disparage the Products produced hereunder in doing so. However, so long as Licensor is required to provide improvements of the Technology to Licensee under this Agreement and for one year thereafter, neither party will solicit any employee or consultant of the other to leave the employ of the other; the foregoing does not prohibit mass media “want ads” not specifically directed towards employees or consultants of a party.

Confidentiality. Each party recognizes the importance to the other of the other’s Proprietary Information. In particular Licensee recognizes that the Technology and other of Licensor’s Proprietary Information (and the confidential nature thereof) are critical to the business of Licensor and that Licensor would not enter into this Agreement without assurance that such technology and information and the value thereof will be protected as provided in this Section 10 and elsewhere in this Agreement.

Accordingly, each party agrees as follows:

9.1

The Receiving Party agrees (i) to hold the Disclosing Party’s Proprietary Information in confidence and to take reasonable precautions to protect such Proprietary Information (including, without limitation, all precautions the Receiving Party employs with respect to its confidential materials), (ii) not to divulge (except pursuant to a sublicense expressly authorized in this Agreement) any such Proprietary Information or any information derived therefrom to any third person, (iii) not to make any use whatsoever at any time of such Proprietary Information except as expressly authorized in this Agreement, and (iv) not to remove or export from the United States or re-export any such Proprietary Information or any direct product thereof (e.g., Products by whomever made) except in compliance with and with all licenses and approvals required under applicable U.S. and foreign export laws and regulations, including without limitation, those of the U.S. Department of Commerce. Any employee given access to any such Proprietary Information must have a legitimate “need to know” and shall be similarly bound in writing. Without granting any right or license, the Disclosing Party agrees that the foregoing clauses (i), (ii) and (iii) shall not apply with respect to information the Receiving Party can document (i) is in or (through no improper action or inaction by the Receiving Party or any Affiliate, agent or employee) enters the public domain (and is readily available without substantial effort), or (ii) was rightfully in its possession or known by it prior to receipt from the Disclosing Party, or (iii) was rightfully disclosed to it by another person without restriction, or (iv) was independently developed by it by persons without access to such information and without use of any Proprietary Information of the Disclosing Party. The Receiving Party must promptly notify the Disclosing Party of any information it believes comes within any circumstance listed in the immediately preceding sentence and will bear the burden of proving the existence of any such circumstance by clear and convincing evidence. Each party’s obligations under this Section 9.1 (except under clause (iv) of the first sentence) shall terminate five (5) years after the date of this Agreement.

9.2

Immediately upon termination of the Receiving Party’s license under Section 13, the Receiving Party will turn over to the Disclosing Party all Proprietary Information of the Disclosing Party and all documents or media containing any such Proprietary Information and any and all copies or extracts

thereof.

9.3

The Receiving Party acknowledges and agrees that due to the unique nature of the Disclosing Party’s Proprietary Information, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the Receiving Party or third parties to unfairly compete with the Disclosing Party resulting in irreparable harm to the Disclosing Party, and therefore, that upon any such breach or any threat thereof, the Disclosing Party shall be entitled to appropriate equitable relief (without the posting of any bond) in addition to whatever remedies it might have at law and to be indemnified by the Receiving Party from any loss or harm, including, without limitation, lost profits and attorney’s fees, in connection with any breach or enforcement of the Receiving Party’s obligations hereunder or the unauthorized use or release of any such Proprietary Information. The Receiving Party will notify the Disclosing Party in writing immediately upon the occurrence of any such unauthorized release or other breach.

10.

Patent Matters.

10.1

Licensor retains the sole right and discretion, but not obligation, to file and prosecute patent applications and maintain patents in the Territory relating to the Technology or any improvements made by Licensor. At Licensee’s request while Licensee remains an exclusive licensee hereunder, Licensor will discuss its decisions on these matters with Licensee, but Licensee will not attempt to file or prosecute any such patent applications or maintain any such patent (i) except as Licensor may, at its sole discretion, approve in writing and (ii) except that Licensee may continue maintenance of licensed patents issued in the Territory if Licensor elects not to do so.

Any improvements to Technology (whether or not patentable or copyrightable) that either party develops shall be owned solely by such party. Such party shall have the right, at its own expense and solely in its own name, to apply for, prosecute and defend its Proprietary Rights with respect thereto. Licensor’s existing relevant patents and patent applications in the Territory are listed on Exhibit C. Licensee agrees to place on all Products in a proper manner all reasonable patent and patent application markings requested by Licensor.

10.2

If Licensee becomes aware of any product or activity of any third party that involves infringement or violation of any Licensor patent or other Proprietary Right in the Territory, then Licensee shall promptly notify Licensor in writing of such infringement or violation. Licensor may in its discretion take or not take whatever action it believes is appropriate; if Licensor elects to take action, Licensee will fully cooperate therewith at Licensor’s expense, including joining as a party, if necessary.

If Licensor does not, within 90 days after receipt of such a notice of a patent infringement within the scope of the then remaining exclusivity of Licensee’s license hereunder, commence action directed toward restraining or enjoining such patent infringement, Licensee, so long as such exclusivity remains in effect, may take such legally permissible action as it deems necessary or appropriate to enforce Licensor’s patent rights and restrain such infringement.

Licensor agrees to cooperate reasonably in any such action Licensee initiates or wishes to initiate, including, without limitation, supplying essential documentary evidence and making

essential witnesses then in Licensor’s employment available. As part of such cooperation, Licensee may join or include Licensor as a party, if the need arises, although such joinder or inclusion shall be entirely at Licensee’s expense. Licensee will indemnify Licensor for any third- party damages, as well as Licensor’s expenses, costs and attorneys’ fees, in connection with Licensee’s actions under this Section 10.2. Nothing in this Section 10.2 allows Licensee or requires Licensor to disclose Proprietary Information of Licensor.

If Licensor initiates and prosecutes any such an action under this Section 10.2, all legal expense (including court costs and attorneys’ fees) shall be borne by Licensor and Licensor shall be entitled to all amounts awarded by way of judgment, settlement or compromise. Similarly, if Licensee initiates and prosecutes such an action, all legal expenses (including court costs and attorneys’ fees) shall be borne by Licensee and Licensee shall be entitled to all amounts awarded by way of judgment, settlement, or compromise.

10.3

Licensee understands that Licensor has not conducted comprehensive patent searches in all of the countries in the Territory. Licensor and Licensee agree to work cooperatively regarding issues concerning patents and Proprietary Rights and similar matters and to exercise reasonable business judgment in carrying out the objects of this Agreement to avoid exposing either party to liability under patent or similar laws in any of the countries in the Territory. Each party represents and warrants that it is not aware of infringement or potential infringement issues that have not been communicated to the other in writing before execution of this Agreement.

11.

Term and Termination.

11.1

This Agreement will remain in effect unless terminated pursuant to Section 11.2.

11.2

Subject to Section 7.2, if a party materially breaches a material provision of this Agreement, the other party may terminate this Agreement upon 90 days’ written notice unless the breach is cured within the notice period.

11.3

In the event of any termination of this Agreement, the rights and licenses granted Licensee under this Agreement and Licensee’s obligation under Section 6 shall terminate and Licensor’s obligations to negotiate or provide goods, services, facilities, technology or information shall cease but all other provisions of this Agreement will continue in accordance with their terms (except that if the termination is on account of a breach by Licensor, the license granted Licensor in Section 5 shall also terminate, the license granted Licensee in Section 2 will continue for Technology, Products and Applications licensed as of the termination date and Section 6 will continue and the Agreement will not be considered terminated for purposes of Section 7 until Licensee’s royalty obligation terminates). Any licenses surviving termination may be terminated by the granting party in the same manner as provided in Section 11.2 if the other party materially breaches a material surviving provision of this Agreement. A sublicense will survive termination and continue according to its terms provided that (i) it was properly granted, (ii) Licensor will have no obligation thereunder, (iii) all the restrictions and limitations of this Agreement shall apply to the sublicensees as though this Agreement continued in effect, (iv) Licensor shall receive all consideration due in connection with the sublicense and, in any event, the payments to Licensor based on the sublicense and activity thereunder shall be at least as great as they would have been had the Agreement remained in effect and such actions been taken by Licensee, (v) in addition to any termination rights under the sublicense agreement, Licensor shall be entitled to terminate such sublicense on the same basis as is provided herein for termination of this Agreement.

11.4

Neither party shall incur any liability whatsoever for any damage, loss or expenses of any kind suffered or incurred by the other arising from or incident to any termination of this Agreement (or any part thereof) by such party which complies with the terms of the Agreement whether or not such party is aware of any such damage, loss or expenses.

11.5

Termination is not the sole remedy under this Agreement and, whether or not termination is effected, all other remedies will remain available.

12.

INCIDENTAL AND CONSEQUENTIAL DAMAGES. EXCEPT FOR BODILY INJURY OF A PERSON, NEITHER PARTY WILL BE LIABLE UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR

ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT.

13.

LIMITATION OF OBLIGATIONS AND LIABILITY. EXCEPT FOR BODILY INJURY OF A PERSON, LICENSOR WILL NOT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS OR FOR ANY AMOUNTS AGGREGATING IN EXCESS OF AMOUNTS PAID TO IT HEREUNDER IN THE 12 MONTH PERIOD BEFORE THE CAUSE OF ACTION AROSE.

14.

Independent Contractors. The parties are independent contractors and not partners or joint venturers and neither has any right or authority to bind the other in any way.

15.

Assignment. The rights and obligations of the parties under this Agreement may not be assigned or transferred (and any attempt to do so will be void) except (i) rights to payment of money may be assigned, and (ii) this Agreement and the rights and obligations hereunder may be assigned to an acquiror of all or substantially all the assets, business or stock of a party.

16.

Arbitration

16.1

Any controversy or claim arising out of or relating to this Agreement is to be resolved by arbitration. The arbitration is to be administered by the International Commercial Arbitration Court (ICAC) under the International Property Protection Committee (ICCP).

16.2

The arbitration is to be held before a panel of three arbitrators, each of whom must be independent of the Parties. No later than fifteen (15) days receipt of notice from ICAC, the claimant and the respondent in the arbitration shall each select an arbitrator and the Chairman of the ICAC at the ICPP shall select a third neutral arbitrator who will act as the Chairman (umpire) of the panel. If a Party fails to appoint an arbitrator within fifteen (15) days of receipt of notice from ICAC, the other party may request the ICAC to appoint a neutral arbitrator in accordance with its rules to complete the panel. Before beginning the hearings, each arbitrator must provide an oath or undertaking of impartiality. The decision of a majority of the arbitrators shall the decision of panel. The decision of the panel shall be issued in writing and shall state the findings of fact and law made by the panel and signed by at least two members of the panel. The arbitration decision shall be final and binding on the Parties and participants in the arbitration.

16.3

The following limitations will apply to the arbitration:

(i)

Either Party may seek form any court having jurisdiction any interim or provisional relief that is necessary to protect the rights or property of that Party. By doing so, that party does not waive any right or remedy under this Agreement. The interim or provisional relief is to remain in effect until the arbitration award is rendered or the controversy is resolved. The Parties shall continue to perform their obligations under this Agreement during the pendency of any arbitration proceeding.

(ii)

The arbitrators are to have no authority to award punitive damages or other damages not measured by the prevailing Party’s actual damages, and may not, in any event, make any ruling, finding or award that does not conform to the provisions of this Agreement.

(iii)

The prevailing Party to in arbitration shall be entitled to recover costs of the arbitration, excluding attorney’s fees, from the non-prevailing Party.

16.4

Any arbitration proceeding under this Agreement must be commenced no later than one year after the controversy or claim arose. Failure to timely commence an arbitration proceeding constitutes both an absolute bar to the commencement of an arbitration proceeding with respect to the controversy or claim, and a waiver of the controversy or claim.

16.5

Choice of Law. The arbitrators are to interpret all controversies and claims arising under or related to this Agreement in accordance with the UNCITRAL rules.

16.6

Venue and Language. The arbitration is to be conducted in Larnaca, Cyprus. The arbitration case and proceedings shall be conducted in the English language.

16.7

Submission to Jurisdiction. Each Party shall submit to any court of competent jurisdiction for purposes of the enforcement of any award, order or judgment. Any award, order or judgment pursuant to arbitration is final and may be entered and enforced in any court of competent jurisdiction.

17.

Miscellaneous.

17.1

Amendment and Waiver—Except as otherwise expressly provided herein, any provision of this Agreement may be amended and the observance of any provision of this Agreement may be waived (either generally or any particular instance and either retroactively or prospectively) only with the written consent of the parties.

17.2

Headings—Headings and captions are for convenience only and are not to be used in the interpretation of this Agreement.

17.3

Notices— All notices or other information deemed required or necessary to be given to any of the parties shall be given in the English language at the following addresses or such other address as a Party shall provide by notice pursuant to this subsection:

Licensor:

TORtec Forschungsinstitut GmbH

Am Stausee 23, 4127 Birsfelden, Switzerland

IBAN: CH88 0844 0257 2402 5200 1

BIC: BCLRCHBB

Bank Cler AG

Attention: Franc Smidt

Tel. +41 76 437 44 55 (CHE-315.964.049)

Licensee:

TORtec TITAN+

30 North Gould Street, Suite 2489

Sheridan, Wyoming 82801 Attention: Stephen H. Smoot

Email: utahinternational@gmail.com

17.4

Delivery of Notices – Notices sent in accordance with this Section 17.4 shall be deemed effectively given: (a) when received, if delivered by hand (with written confirmation of receipt); when received, if sent by a U.S. nationally recognized overnight courier (receipt requested); on the date sent by facsimile or e-mail (in each case, with confirmation of

transmission), if sent during normal business hours of the recipient, and on the next Business Day if sent after normal business hours of the recipient.

17.5

Entire Agreement—This Agreement supersedes all proposals, oral or written, all negotiations, conversations, or discussions between or among the parties relating to the subject matter of this Agreement and all past dealing or industry custom.

17.6

WARRANTY DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN SECTIONS 4 AND 10, LICENSOR MAKES NO WARRANTY WITH RESPECT TO ANY TECHNOLOGY, GOODS, SERVICES, RIGHTS OR OTHER SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT WITH RESPECT TO ANY AND ALL OF THE FOREGOING.

17.7

Force Majeure—Neither party hereto shall be responsible for any failure to perform its obligations under this Agreement (other than obligations to pay money or obligations under Section 9 or 10) if such failure is caused by acts of God, war, strikes, revolutions, lack or failure of transportation facilities, laws or governmental regulations or other causes that are beyond the reasonable control of such party. Obligations hereunder, however, shall in no event be excused but shall be suspended only until the cessation of any cause of such failure. In the event that such force majeure should obstruct performance of this Agreement for more than six (6) months, the parties hereto shall consult with each other to determine whether this Agreement should be modified. The party facing an event of force majeure shall use commercially reasonable endeavors in order to remedy that situation as well as to minimize its effects. A case of force majeure shall be notified to the other party by telefax within five (5) days after its occurrence and shall be confirmed by a letter.

17.8

Export Control—Each party shall comply with all applicable export laws, restrictions, and regulations of any United States or foreign agency or authority and will not export or re- export, or authorize the export or re-export of any product, technology or information it obtains or learns pursuant to this Agreement (or any direct product thereof) in violation of any such laws, restrictions or regulations.

17.9

Severability—If any provision of this Agreement is held illegal, invalid or unenforceable by a court of competent jurisdiction, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

17.10

Basis of Bargain—Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this Agreement are material bargained for bases of this Agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this Agreement and in the decision by each party to enter into this Agreement.

In Witness Whereof, the undersigned have caused this Agreement to be duly executed as of the date first above written.

LICENSEE:

TORtec TITAN+

By: Stephen H. Smoot, President

LICENSOR:

TORtec Forschungsinstitut GmbH

By: Franc Smidt, CEO & Director

APPENDIX (SPECIFICATIONS)

To the Contract No. T 1/19 dated to 2019-04-12

THE CONCEPT OF THE INVESTMENT PROJECT "TITAN +"

factory of micropowders of metals

INTRODUCTION

The production of micro- and nano powders is the most urgent problem of the modern technological order. The well-known and traditional ways of their industrial production have reached their limit, and in the last decade this industry has been trampled on the spot. Four years ago, a real breakthrough was the emergence of a new non-mechanical way of disintegrating materials and special micromaners "Tornado”. This new technology developers of TORtec Group named “TOR-technologies”.

In the resonant-vortex shredder "Tornado", a new technology of non-contact grinding of materials is used, according to which the grinding processes are carried out due to air tornadoes, artificially created in a closed volume of the process chamber of the vortex shredder.

The "Tornado” equipment , created on the basis of technology of resonant-vortex grinding, allows to grind any material - from liquids, wheat grain to diamond. The effect of the destruction of materials of any hardness

It is caused by the creation in the vortex chopper of zones with a pressure gradient of up to hundreds of thousands of atmospheres, the emergence of a multistage resonance and the collision of particles. These phenomena are analogous to those that arise in the air of a tornado pillar created by nature. The second (resonance) grinding mechanism is associated with the generation in the shredder of wave oscillations with a range of frequencies from sonic to hypersonic (100 MHz and higher). In such a wide range of oscillations, for particles of material to be grinded of any size, there is a frequency equal to the resonant frequency of the particle. This mechanism is capable of grinding up to superfine fractions, measured in hundredths and thousandths of a micron (0.01-0.001 microns).

The third (impact) mechanism of material grinding is the mutual collision of particles. In resonant-vortex grinders, the impact of particles makes an insignificant contribution to the process of material destruction. In today's widely used torsion (jet) mills (for example, Japanese production), this mechanism is the mainly used, but it is inferior in efficiency and capabilities if compared to the “Tornado”.

We can use as an energy carrier (working medium of a shredder):

•

air supplied under pressure (compressor, turbine)

•

any inert gas fed under pressure, for example, argon

•

high-pressure steam (superheated steam)

•

energy gas produced by a free piston engine, supercritical carriers (fluids), for example, (CO2)

The production capacity of the micropowder plant on 4 lines is 2,000 tons of small-packaged products per year.

Products under the project "TITAN +" are in demand for powder metallurgy, for industrial 3D-

print (AM-technology), for the spraying of surfaces.

The use of powder metallurgy, its development is of great importance for the whole world. The advanced countries of the world, such as the USA, Germany and Japan, annually invest and expand this industry. The world market of powdered products is continuously growing. The average annual growth rate of its products in the next decade will be at the level of 12-14%.

Company's production of powders for traditional powder processes such as hot isostatic pressing (HIP), metal injection molding (MIM), powder sintering (PS) or metal additive manufacturing (AM)

ABOUT THE MANUFACTURING

1st line TORNADO - production of micropowders of metal ceramics, metal carbides and their solid solutions:

Examples of products:

^·

Aluminum oxide ceramics based on Al2O3: armored ceramics, ceramic substrates, isolators of electron-optical converters, biocompatible implants (from 0.5 micron to 5 microns, price from 60, 150 euro / kg;

^·

Zirconium ceramics based on ZrO2,, biocompatible implants based on ZrO2-Y2O3, solid oxide fuel cells (SOFC), utilization of radioactive products, corundo-zirconium (KC) ceramics - metalworking, machine building

^·

TiC + ZrC + diamond micropowders - mixes -metallo and optics processing, grinding pastes, circles, abrasive tools (for export 0.5-1 micron, cost from 430 euro / kg, planned production 10 tons / year)

^·

compound Al2O3 - Cr2O3 with a chromium oxide content of up to 10%. Compared with electrocorundum, it has noticeable advantages: twice the thermal conductivity (47 W / (m · deg)) and higher chemical inertness to molten high-temperature alloys of the type ZhS-6U - for molds (constant demand for the production of GTE blades and so on analogues)

^·

Abrasive microspark powders of carbide and titanium nitride, titanium and boron carbides, and composites with aluminum oxide (corundum)

^·

Carborundum - silicon carbide SiC - an abrasive material, which is a chemical compound of silicon with carbon (SiC), hardness according to MEP - 9,1; microhardness is 3300-3600 kgf / mm2.

^·

Boron carbide is produced with a content of total boron in carbide with a grain size of 16 not less than 72.5% granularity of 5-4 - 71.5%. boron is usually used in the form of a powder or pastes

^·

Multicomponent complex mixtures of cermets

^·

85% of chromium carbide and 15% of Ni-20Cr alloy

^·

75% of chromium carbide and 25% of Ni-20Cr alloy

^·

65% chromium carbide and 35% Ni-20Cr alloy - In plasma spraying, form dense, strong and hard layers (55-62 HRC), resistant to abrasion at 540-840 ° C. Matrices and stamps, valve seats, gas turbine seals, heat exchangers, turbomachines, etc.

^·

85% chromium carbide and 15% conglomerated thermo-reactive Ni-Al powder and

^·

70% chromium carbide and 30% conglomerated thermo-reactive powder Ni-Al - Coatings with high abrasion resistance for stainless and nickel alloys.

^·

85% self-fluxing alloy Ni-17Cr-4Si-4B and 15% conglomerate thermo-reactive powder Ni-Al -

Resistant to wear and fretting corrosion coatings. Crankshafts, piston rings, steering bearings, brake drums, forks, gauges, seals, dies, etc.

^·

hafnium-tantalum-carbon HF-Ta-C

-carbon-nitrogen HfN0.38C0.51

Powders for coatings are applied by plasma or flame spraying (fine fractions) and plasma surfacing (coarse fractions) to steel using acetylene, propane-butane, compressed air, and gas-dynamic methods. For example, the multifunctional coating nc-CrN / nc-AlN has a hardness of 3700 HV, the temperature resistance is up to 1150 0С, the coefficient of friction for steel is 0.25. High structures also have structures of the type TiAlN/Si3 N4 , CrAlN/ Si3 N4 and others.

Production of micropowders for aviation, automotive, energy, etc.


DIN 1706	EN	UNI	US	FR	UK
AlSi12	EN AC-44200	---	413.2	A-S 13	LM6
AlSi10Сu	EN AC-43200	5074	361	A-S 9 G	---


AlSi10Mg	EN AC-43000	3051	A360.2	A-S 10 G	LM9
AlSi7Mg	EN AC-42100	8024	356.0 / A356.0	A-S 6 G 0,3	LM25
AlSi9Mg	EN AC-43300	3051	359.2	A-S10 G	LM9
AlZn10Si8Mg	EN AC-71000	3602	712.0	A-Z 5 GF	---

The 2^nd line is TORNADO - oxides, intermetallic compounds and their mixtures (on argon).

EXAMPLES OF PRODUCTS

^·

REM, all oxides, aluminum powder, bronze powder, tin, copper, tantalum, chrome, zinc, structural steels, vanadium pentoxide, ferromolybdenum, yttrium oxide, cobalt oxide, neodymium oxide, nickel oxide, lithium hydroxide, scandium oxide, niobium oxide , cerium oxide, antimony trioxide, germanium oxide, pigments, etc.

^·

Ultra-dispersed and sub-micropowders: TiO2, ZrO2, Cr2O3, Fe2O3, Fe3O4, CoO, NiO, CuO, ZrO2-Y2O3, BaTiO3, Li(Na)MO2, РЗЭ2Ti(Zr)2O, Y3Al3O12

^·

Oxides as a modifier of resins, polyethylenes, increasing physical and chemical properties (nano-dimensionality and ultradispersed from 0.1 to 1 micron). (TiO2, ZrO2, Cr2O3, Fe2O3, Fe3O4, CoO, NiO, CuO, ZrO₂-Y₂O₃, BaTiO₃, Li(Na)MO₂, РЗЭ2Ti(Zr)₂O, Y₃Al₃O₁₂. (от 130 евро/кг)

^·

Mixtures of oxides for powder metallurgy - (dimension on the order from 1 to 25 microns)

The main share of submicron powders (1 μm -0.1 μm) and nanopowders (100 nm or less) is composed of metal oxides (≈80% of the world production of such powders), while technologically important oxides based on ZrO2 and ZnO are widely used. The high cost of these powders (the cost of NP ZnO, with a particle size of 100-30 nm ≈150 US dollars per 1 kg, and the cost of individual powders, for example, indium-tin oxide, reaches $ 1500 / kg) (source: HTTP://popnano.ru/ Analytics Nanopowders: a description of the world market / 28.07.2008)

^·

obtaining powders for metallurgy and machine building. For example, ferroalloys can be produced without electric furnaces - in a cold way: the initial raw materials of components in the dispenser of the TORNADO unit are mixed in the right proportion - in one stage it disintegrates and mixes, then it is pressed into molds.

^·

Intermetallides for contacts and their mixtures

According to Tornado technology, micropowder (0.5-1 micron) of fully stabilized zirconium dioxide 89% ZrO2 - 10% Sc2O3 - 1% CeO2 is produced for the production of ceramics for SOFC with further production of thin ceramic plates by additive technology or by sintering under a load of 100x100 mm and a thickness of less than 200 μm.

SrTi0.8Fe0.2O3 CaZr0.9Y0.1O3

Ni (Al) -Co catalysts made in the form of PCMCC (porous ceramic membrane-catalytic converters) for steam reforming of fermentation products of organic substances in the power plant with SOFC.

Nickel-cadmium - electrodes for batteries from micropowder mixture

Perspective of development: Fuel cell with structure NiO-YSZ anode + YSZ electrolyte (3 μm) + LSCF-CGO cathode.

At present, the standard SOFC anode based on solid electrolyte YSZ is cermet

Ni/YSZ. The cermet is Ni / ScSZ (ZrO2, stabilized with Sc2O3).

3rd line TORNADO - magnetic micro- and sub-micropowders:

Type

Name

Comments

Samarium-Cobalt powder composition

SmCo₅, alloy 18,

Micropowders

B(H)_max =140 kJ/m₃ (18 MGsOe),

B_r = 0.87T (8.7kGs), H_cb = 680 kA/m -

Sm₂Co₁₇, alloy 24,

Micropowders

B(H)_max =190 kJ/m₃ (24 MGsOe),

B_r = 1.0T (10.0kGs), H_cb = 740 kA/m -

Sm₂Co₁₇, alloy 30,

Micropowders

B(H)_max =240 kJ/m₃ (30 MGsOe),

B_r = 1.16T (11.6kGs), H_cb = 840 kA/m -

Aluminium-Nickel-Cobalt powder composition

AlNiCo, alloy 1,

Micropowders

B(H)_max =8.0 kJ/m₃ (1 MGsOe),

B_r = 0.43T (4.3kGs), H_cb = 30 kA/m -

AlNiCo, alloy 5,

Micropowders

B(H)_max =40.0 kJ/m₃ (5 MGsOe),

B_r = 1.25T (12.5kGs), H_cb = 48 kA/m -

AlNiCo, alloy 11,

Micropowders

B(H)_max =84.0 kJ/m₃ (10.6 MGsOe),

B_r = 1.12T (11.2kGs), H_cb = 109 kA/m -

Neodymium-Iron-Boron powder composition

NdFeB alloy 30/100,

Micropowders

B(H)_max =239.0 kJ/m₃ (30 MGsOe),

B_r = 1.14T (11.4kGs), H_cb = 820 kA/m,

Max. temp. 100 °C

NdFeB alloy 30/150,

Micropowders

B(H)_max =247.0 kJ/m₃ (31 MGsOe),

B_r = 1.13T (11.3kGs), H_cb = 844 kA/m,

Max. temp. 150 °C

NdFeB, alloy 30/200,

Micropowders

B(H)_max =248.0 kJ/m₃ (31 MGsOe),

B_r = 1.14T (11.4kGs), H_cb = 835 kA/m,

Max. temp. 200 °C

4 th line TORNADO - nano structured powders, including carbon-based, new materials.

THE CONTENT IS CONFIDENTIAL

EXAMPLES OF THE ASSORTMENT OF FINISHED PRODUCTS:

[TORTECTITANLICENSEAGREEME5.GIF]

[TORTECTITANLICENSEAGREEME7.GIF]

EXHIBIT A APPLICATIONS

EXPLOITATION AND COMMERIALIZATION OF "TORNADO" UTILITY MODELS, SYSTEMS AND EQUIPMENT IN 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.

ALL KNOW-HOW’S, TRADEMARKS, DESIGN DEVELOPMENT AND TECHNICAL

KNOWLEDGE RELATING TO THE APPLICATIONS ABOVE

LICENSEE:

TORtec TITAN+

[TORTECTITANLICENSEAGREEME8.JPG]

By: Stephen H. Smoot, President

LICENSOR:

TORtec Forschungsinstitut GmbH

[TORTECTITANLICENSEAGREEME10.GIF]

By: Franc Smidt, CEO & Director

EXHIBIT B

LIST OF TECHNICAL INFORMATION TO BE PROVIDED BY LICENSOR

Product and Application Specifications Product Design Drawings

Marketing Materials Supply chain information

On-site Training and Consulting Plan and Schedule Annual inspections and technology exchange meetings

LICENSEE:

TORtec TITAN+

[TORTECTITANLICENSEAGREEME11.JPG]

By: Stephen H. Smoot, President

LICENSOR:

TORtec Forschungsinstitut GmbH

[TORTECTITANLICENSEAGREEME13.GIF]

By: Franc Smidt, CEO & Director

EXHIBIT C

PATENTS AND PATENT APPLICATIONS AND REGISTRATIONS

ICAC Decision: Case No.: ICAC-SRI/14/04

ICAC Extract No.: 01/17 from closed electronic registration of intellectual property and know-how of ICPP registry M/: Utility models and industrial designs of 01.24.2017

Patent UA No 46851 “Method of grinding material in the energy flow device for its implementation”.

Technology Descriptions, Products and Application Reports

Technology & Knowhow Based On The Patents Below (including but not limited to)

LICENSEE:

TORtec TITAN+

[TORTECTITANLICENSEAGREEME14.JPG]

By: Stephen H. Smoot, President

LICENSOR:

TORtec Forschungsinstitut GmbH

[TORTECTITANLICENSEAGREEME16.GIF]

By: Franc Smidt, CEO & Director

EXHIBIT 31.1

SECTION 302

CERTIFICATION OF CHIEF EXECUTIVE OFFICER

I, Stephen H. Smoot, certify that:

I have reviewed this report on Form 10-Q of TORtec Group Corporation:

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the consolidated financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, the results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:

(a)

designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

designed such internal control over financial reporting or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2019

By: /s/ Stephen H. Smoot

Stephen H. Smoot, Chief Executive Officer

EXHIBIT 31.2

SECTION 302

CERTIFICATION OF CHIEF FINANCIAL OFFICER

I, Irina Kochetkova, certify that:

I have reviewed this report on Form 10-Q of TORtec Group Corporation:

(a)

(b)

(c)

(d)

(a)

(b)

any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2019

By: /s/ Irina Kochetkova

Irina Kochetkova, Chief Financial Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TORtec Group Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Stephen H. Smoot, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Stephen H. Smoot

Stephen H. Smoot

Chief Executive Officer

November 14, 2019

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request. The foregoing certifications are accompanying the Company's Form 10-Q solely pursuant to section 906 of the Sarbanes-Oxley Act of 2002 (subsections (a) and (b) of section 1350, chapter 63 of title 18, United States Code) and are not being filed as part of the Form 10-Q or as a separate disclosure document.

EXHIBIT 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of TORtec Group Corporation (the “Company”) on Form 10-Q for the period ending September 30, 2019, as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Irina Kochetkova, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Sec. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1)

the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2)

the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Irina Kochetkova

Irina Kochetkova

Chief Financial Officer

November 14, 2019


	September 30,	March 31,
	2019	2019

ASSETS
Current Assets
Cash	$ 44,539	$ 4,477
Notes receivable, net of allowance of $155,000 and $155,000, respectively	-	-
Other current assets	1,300	1,300
Total Current Assets	45,839	5,777
Construction in progress	646,553	612,753
License	35,051	-
Total Assets	$ 727,443	$ 618,530

LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued liabilities	$ 4,987	$ 35,934
Advance receipts for common stock subscriptions	150,000	-
Short term advances - related parties	388,690	324,990
Discontinued operations	9,064	9,064
Total Current Liabilities	552,741	369,988

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;
100,000,000 shares issued and outstanding, respectively	100,000	100,000
Additional paid-in capital	5,977,077	5,977,077
Accumulated deficit	(5,902,375)	(5,828,535)
Total Shareholders' Equity	174,702	248,542
Total Liabilities and Shareholders' Equity	$ 727,443	$ 618,530


	Common Stock
	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total
	Shares	Amount	Additional Paid-in Capital	Accumulated Deficit	Total

Three months ended September 30, 2018
Balance at June 30, 2018	100,000,000	$100,000	$5,977,077	$(5,661,309)	$415,768

Net loss	-	-	-	(43,715)	(43,715)

Balance at September 30, 2018	100,000,000	$100,000	$5,977,077	$(5,705,024)	$372,053

Six months ended September 30, 2018
Balance at March 31, 2018	100,000,000	$100,000	$5,977,077	$(5,630,859)	$446,218

Net loss	-	-	-	(74,165)	(74,165)

Balance at September 30, 2018	100,000,000	$100,000	$5,977,077	$(5,705,024)	$372,053

Three months ended September 30, 2019
Balance at June 30, 2019	100,000,000	$100,000	$5,977,077	$(5,861,806)	$215,271

Net loss	-	-	-	(40,569)	(40,569)

Balance at September 30, 2019	100,000,000	$100,000	$5,977,077	$(5,902,375)	$174,702

Six months ended September 30, 2019
Balance at March 31, 2019	100,000,000	$100,000	$5,977,077	$(5,828,535)	$248,542

Net loss	-	-	-	(73,840)	(73,840)

Balance at September 30, 2019	100,000,000	$100,000	$5,977,077	$(5,902,375)	$174,702


	Patent №	Patent name	Registration country	Validity date
1.	Patent № 10148 А	«The method of grinding material in energy flow at the vortex grinding device for its implementation»	UA	30.09. 1996
2.	Patent № 10149 А	The device for vortex grinding and mixing powders	UA	30.09. 1996
3.	Patent № 2100082	«The method of grinding material in energy flow at the vortex grinding device for its implementation»	RU	27.12. 1997
4.	Patent № 46851	«The method of grinding material in energy flow at the vortex grinding device for its implementation»	UA	17.06. 2002
5.	Patent № 51728	«The method of grinding material and device for its implementation “air millstone”»	UA	16.12. 2002
6.	Patent №53028	The method of grinding material and device for its implementation	UA	15.01. 2003
7.	Patent № 82050	Method for getting powder composition for coating	UA	11.03. 2008
8.	Patent № 100422	Cascade vortex mill	UA	25.12. 2012
9.	Patent № 100593	The method of purification of ethanol	UA	10.01. 2013
10.	Patent № 105219	Method for getting power fuel from inhomogeneous coal	UA	25.04.2014
11.	Patent № 1020040073116	The fluid energy mill crusher and the shredding method having multiple discharge outlets and vortex generators.	Republic of Korea	13/02/2003


	For the Three Months Ended		For the Six Months
	September 30,		September 30,
	2019	2018	2019	2018

Sales	$ -	$ -	$ -	$ -

Operating Expenses
Research and development	7,890	-	12,132	-
General and administrative	32,679	43,715	61,708	74,165
Total Operating Expenses	40,569	43,715	73,840	74,165
Operating Loss	(40,569)	(43,715)	(73,840)	(74,165)
Discontinued operations	-	-	-	-
Net loss	$ (40,569)	$ (43,715)	$ (73,840)	$ (74,165)

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)	$ (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	100,000,000	100,000,000	100,000,000	100,000,000