Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Sep. 15, 2021 | Sep. 30, 2020 | |
Cover [Abstract] | |||
Document Type | 10-K | ||
Entity Central Index Key | 0001560905 | ||
Document Period End Date | Mar. 31, 2021 | ||
Current Fiscal Year End Date | --03-31 | ||
Document Fiscal Year Focus | 2021 | ||
Document Fiscal Period Focus | FY | ||
Amendment Flag | false | ||
Document Annual Report | true | ||
Document Transition Report | false | ||
Entity File Number | 000-55150 | ||
Entity Registrant Name | TORTEC GROUP CORPORATION | ||
Entity Incorporation, State or Country Code | NV | ||
Entity Tax Identification Number | 45-5593622 | ||
Entity Address, Address Line One | 30 N Gould St., Suite 2489 | ||
Entity Address, City or Town | Sheridan | ||
Entity Address, State or Province | WY | ||
Entity Address, Postal Zip Code | 82801 | ||
Entity Address Country | US | ||
City Area Code | 307 | ||
Local Phone Number | 248-9177 | ||
Title of 12(g) Security | Common Stock, par value $0.001 | ||
Well-known Seasoned Issuer | No | ||
Voluntary filer | No | ||
Entity Current Reporting Status | Yes | ||
Entity Interactive Data Current | Yes | ||
Entity Filer Category | Non-accelerated Filer | ||
Entity Small Business | true | ||
Entity Emerging Growth Company | true | ||
Ex Transition Period | false | ||
Auditor Attestation Flag | false | ||
Entity Shell Company | false | ||
Public Float | $ 26,804,466 | ||
Number of common stock shares outstanding | 100,074,854 |
CONSOLIDATED BALANCE SHEETS
CONSOLIDATED BALANCE SHEETS - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Current Assets | ||
Cash | $ 10,875 | $ 1,043 |
Subscriptions receivable | 165,000 | |
Notes receivable, net of allowance of $155,000 at March 31, 2020 | ||
Total Current Assets | 10,875 | 166,043 |
Discountinued operations | 329,397 | |
Total Assets | 10,875 | 495,440 |
Current Liabilities | ||
Accounts payable and accrued liabilities | 19,500 | 2,306 |
Discontinued operations | 291,077 | |
Total Current and Total Liabilities | 19,500 | 293,383 |
Commitments and contingencies (Note 5) | ||
Shareholders' Equity (Deficit) | ||
Preferred Stock - $0.001 par value; 10,000,000 shares authorized; none outstanding | ||
Common stock - $0.001 par value; 200,000,000 shares authorized; 100,074,854, shares issued and outstanding at March 31, 2021 and 2020 | 100,075 | 100,075 |
Additional paid-in capital | 6,881,516 | 6,881,516 |
Non-controlling interest | (155,979) | |
Accumulated deficit | (6,990,216) | (6,623,555) |
Total Shareholders' Equity (Deficit) | (8,625) | 202,057 |
Total Liabilities and Shareholders' Equity (Deficit) | $ 10,875 | $ 495,440 |
CONSOLIDATED BALANCE SHEETS (Pa
CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) | Mar. 31, 2021 | Mar. 31, 2020 |
Statement of Financial Position [Abstract] | ||
Accounts Receivable, Allowance for Credit Loss, Current | $ 155,000 | |
Preferred Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Preferred Stock, Shares Outstanding | 0 | 0 |
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Common Stock, Shares, Issued | 100,074,854 | 100,074,854 |
Common Stock, Shares, Outstanding | 100,074,854 | 100,074,854 |
CONSOLIDATED STATEMENTS OF OPER
CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Statement [Abstract] | ||
Sales | ||
Operating Expenses | ||
General and administrative | 74,841 | 70,109 |
Total Operating Expenses | 74,841 | 70,109 |
Loss before loss from discontinued operations | (74,841) | (70,109) |
Discontinued operations | (291,820) | (724,911) |
Net loss | (366,661) | (795,020) |
Non-controlling loss | (118,245) | |
Net loss attributable to TORtec Group Corporation | $ (484,906) | $ (795,020) |
Basic and Diluted Loss per Share - Continuing Operations | $ 0 | $ 0 |
Basic and Diluted Loss per Share - Discontinued Operations | 0 | (0.01) |
Basic and Diluted Loss per Share - Net Loss | $ 0 | $ (0.01) |
Basic and Diluted Weighted-Average Common Shares Outstanding | 100,074,854 | 100,000,000 |
CONSOLIDATED STATEMENTS OF SHAR
CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (DEFICIT) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Non-Controlling Interest [Member] | Accumulated Deficit [Member] | Total |
BALANCES at Mar. 31, 2019 | $ 100,000 | $ 5,977,077 | $ (5,828,535) | $ 248,542 | |
BALANCES, Shares at Mar. 31, 2019 | 100,000,000 | ||||
Sale of subsidiary common stock | 315,000 | 315,000 | |||
Sale of subsidiary common stock - related party | 110,000 | 110,000 | |||
Exchange of accounts payable with ownership in subsidiary | 7,500 | 7,500 | |||
Exchange of related party advances with ownership in subsidiary | 100,000 | $ 100,000 | |||
Sale of Company common stock in connection with subsidiary transaction | $ 75 | (75) | |||
Sale of Company common stock in connection with subsidiary transaction, shares | 74,854 | 74,854 | |||
Fair value of subsidiary shares issued for services | 216,035 | $ 216,035 | |||
Non-controlling interest on sale of subsidiary shares | 155,979 | (155,979) | |||
Net loss | (795,020) | (795,020) | |||
BALANCES at Mar. 31, 2020 | $ 100,075 | 6,881,516 | (155,979) | (6,623,555) | 202,057 |
BALANCES, Shares at Mar. 31, 2020 | 100,074,854 | ||||
Sale of subsidiary common stock - related party | |||||
Disposal of business | 274,224 | 274,224 | |||
Net loss | (118,245) | (366,661) | (484,906) | ||
BALANCES at Mar. 31, 2021 | $ 100,075 | $ 6,881,516 | $ (6,990,216) | $ (8,625) | |
BALANCES, Shares at Mar. 31, 2021 | 100,074,854 |
CONSOLIDATED STATEMENTS OF CASH
CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Cash Flows from Operating Activities: | ||
Net loss including non-controlling interest | $ (366,661) | $ (795,020) |
Fair value of subsidiary shares issued for services | 216,035 | |
Impairment of property and equipment | 45,000 | 389,000 |
Loss on disposal of business, net of non-controlling interest | 105,124 | |
Changes in assets and liabilities: | ||
Prepaid expenses and other current assets | 1,300 | |
Accounts payable and accrued liabilities | 14,807 | (32,805) |
Net Cash Used in Operating Activities | (201,730) | (221,490) |
Cash Flows from Investing Activities: | ||
Purchase of a license | (35,051) | |
Other assets | (3,000) | |
Purchase of property and equipment | (114,748) | (67,593) |
Net Cash Used in Investing Activities | (114,748) | (105,644) |
Cash Flows from Financing Activities: | ||
Proceeds from short term advances - related parties | 181,310 | 63,700 |
Repayments of short term advances - related parties | (20,000) | |
Proceeds from issuance of subsidiary common stock | 150,000 | |
Proceeds from issuance of subsidiary common stock - related parties | 110,000 | |
Collection of subscriptions receivable | 165,000 | |
Cash Flows Provided by Financing Activities: | 326,310 | 323,700 |
Net Change in Cash | 9,832 | (3,434) |
Cash at Beginning of Year | 1,043 | 4,477 |
Cash at End of Year | 10,875 | 1,043 |
Supplement Disclosure of Cash Flow Information: | ||
Cash paid for interest | ||
Cash paid for income taxes | ||
Non-Cash Investing and Financing Activities: | ||
Exchange of short term advances - related party for assets | 450,000 | |
Exchange of related party advances with ownership in subsidiary | 100,000 | |
Exchange of accounts payable with ownership in subsidiary | 7,500 | |
Subscription receivable for sale of subsidiary common stock | 165,000 | |
Non-controlling interest recorded upon issuance of subsidiary common stock | $ (155,979) |
ORGANIZATION AND BUSINESS
ORGANIZATION AND BUSINESS | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
ORGANIZATION AND BUSINESS | 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. Transfer of Subsidiaries and Assets to Capital Vario In March 2021, in satisfaction of amounts due to Capital Vario, the Company transferred the ownership of TORtec Group, Inc and its 50.1% owned subsidiary, TORtec Nanosynthesis Corp, which held substantially all of the Company’s assets, including the Tornado M and related licenses, building lease to Capital Vario. The completion of the transaction required shareholder approval for which voting commenced in February 2021 and was completed at the Company’s stockholders meeting in March 2021. As of the date of these financial statements, the Company does not have any potential operations which could result in future cash flows. See discontinued operations and Note 4 for additional information regarding disposal of subsidiaries. 27 Discontinued Operations In March 2021, due to the transfer of subsidiaries and assets discussed above to Capital Vario in satisfaction of amounts due to them, the Company has ceased operations relate to the Tortec Tornado unit. 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 March 31, 2021 and 2020 and for the years then ended. March 31, March 31, 2021 2020 ASSETS Construction in progress $ - $ 291,346 License - 35,051 Deposit - 3,000 Total Assets - Discontinued Operations $ - $ 329,397 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ - $ 2,387 Short term advances - related parties - 288,690 Total Current Liabilities - Discontinued Operations $ - $ 291,077 For the Years Ended March 31, 2021 2020 Operating Expenses Research and development $ 47,146 $ 302,328 General and administrative 92,064 33,583 Impairment of property and equipment 45,000 389,000 Loss on disposal of subsidiary 225,855 - Total Operating Expenses 410,065 724,911 Non-controlling interest (118,245) - Operating Loss - Discontinued Operations $ (291,820) $ (724,911) Discontinued operations related to the cash flows from investing activities primarily related to purchases of equipment, license and other assets of $114,748 and $105,644 and equipment and cash flows from financing activities are borrowings from Capital Vario and other related parties of $161,310 and $63,700 during the years ended March 31, 2021 and 2020, respectively. Operating activities were insignificant and consistent of minor amounts of accounts payable. |
SUMMARY OF SIGNIFICANT ACCOUNTI
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES | NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital and an accumulated deficit. The Company has relied upon advances from related parties and other loans to fund its operations. 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. See Note 1 for discussion related to the transfer of the Company’s subsidiaries which held substantially all of the Company’s assets. The Company is currently exploring other operating and revenue generating opportunities. Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries TORtec, TORtec Titan+, and its 50.1% owned subsidiary, TORtec Nanosynthesis Corp through the date of their sale in March 2021. 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+ does not have any operations. TORtec Nanosynthesis Corp. (“Nanosynthesis”) commenced operations during the October 2019 which consisted primarily of research and development expenditures. See Note1 for discussion of sale of subsidiaries and Note 6, for discussion regarding non-controlling interest. Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes to financial statements. Actual results could differ from those estimates. Significant estimates made by management include allowance for doubtful accounts, the useful life of property and equipment and impairment of long-lived assets. 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, 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. 29 • 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 March 31, 2021 and 2020, the Company did not have Level 1, 2, or 3 financial assets or liabilities. Financial instruments consisted of cash, subscription receivable, and payables. The fair value of financial instruments approximated their carrying values as of March 31, 2021 and 2020, due to the short-term nature of these items. Cash and Cash Equivalents Cash and short-term investments with an original maturity of three months or less are considered to be cash and cash equivalents. At March 31, 2021 and 2020, the Company did not have any cash deposits in excess of FDIC limits. Allowances for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company considers the following factors when determining if collection of a fee is reasonably assured: customer creditworthiness and past transaction history with the customer. If the Company has no previous experience with the customer, the Company typically requests retainers or obtains financial information sufficient to extend the credit. If these factors do not indicate collection is reasonably assured, revenue is deferred until collection becomes reasonably assured, which is generally upon receipt of cash. If the financial condition of the Company’s customers deteriorates, additional allowances are made. Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Major additions and improvements are capitalized, while minor equipment as well as repairs and maintenance costs are expensed when incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Computers, other office equipment, and furniture are depreciated over a period of three years. Vehicles are depreciated over five years. Construction in progress represents amounts capitalized in connection with internally constructed assets. The amounts are transferred to property and equipment at the point in which the asset is available for use. On retirement or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the statement of operations. Impairment of Long Lived Assets The Company evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of any asset may not be fully recoverable. If circumstances require that a long-lived asset be tested for possible impairment, the Company compares the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value based on a discounted cash flow analysis. During the years ended March 31, 2021 and 2020, the Company determined that certain costs capitalized in connection with the Tornado M were impaired, see Notes 1 and 3 for additional information. Research and Development Research and development is primarily related to developing and improving the Company’s Tornado C product. Research and development expenses are expensed when incurred. Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes. The Company believes it has appropriate support for the income tax positions taken and to be taken on future income tax returns. 30 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. As of March 31, 2021 and 2020, the Company did not have any dilutive securities. Recent Accounting Pronouncements In February 2016, the FASB issued ASU 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. As the Company is an emerging growth company, the Company expects to adopt this standard during its fiscal year ended March 31, 2022. The Company does not expect the adoption of this new standard to have a material impact on its financial statements and related disclosures due to no qualifying leases being present. The Financial Accounting Standards Board issued Accounting Standard Updates (“ASUs”) to amend the authoritative literature in Accounting Standards Codification (“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. |
FINANCIAL STATEMENT ELEMENTS
FINANCIAL STATEMENT ELEMENTS | 12 Months Ended |
Mar. 31, 2021 | |
Financial Statement Elements | |
FINANCIAL STATEMENT ELEMENTS | NOTE 3 – FINANCIAL STATEMENT ELEMENTS Loans Receivable – Construction Project In July 2015, the Company loaned $75,000 to an unrelated third party, of which as of March 31, 2021 and 2020 a balance of $55,000 remains of which is fully reserved. The loan does not incur interest and is due on demand. The loan is intended to be a short term loan used for a construction project by the borrower. At March 31, 2021, the receivable was written off. On November 9, 2015, the Company loaned $100,000 to an unrelated third party. The loan incurs interest at 2% per annum and is due upon the earlier of October 31, 2018, or completion by the borrower of one or more projects having an aggregate value of not less than $40 million. The loan was intended to be a short term bridge loan used for working capital for the third party. As of March 31, 2021, and 2020, this receivable is 100% reserved. At March 31, 2021, the receivable was written off. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. As of March 31, 2020, all property and equipment was classified within discontinued operations, see Note 1. As of March 31,2021, the Company does not have any property and equipment. During the years ended March 31, 2021 and 2020, based upon management’s determination that certain parts needed replacement an impairment loss of $45,000 and $389,000, respectively, was recognized. See Notes 1 and 4 for discussion regarding the transfer of this asset to Capital Vario. 31 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 Franc Smidt when he served as 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 expected to use the technology in connection with its Tornado M. See Notes 1 and 4 for discussion regarding the transfer of this asset to Capital Vario. |
SHORT TERM ADVANCES AND DISPOSA
SHORT TERM ADVANCES AND DISPOSAL OF SUBSIDIARIES | 12 Months Ended |
Mar. 31, 2021 | |
Short-term Debt [Abstract] | |
SHORT TERM ADVANCES AND DISPOSAL OF SUBSIDIARIES | NOTE 4 – SHORT TERM ADVANCES AND DISPOSAL OF SUBSIDIARIES 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 years ended March 31, 2021 and 2020, Capital Vario advanced the Company an additional $162,880 and $63,700, respectively, for operations. At March 31, 2020, Capital Vario agreed to convert $100,000 of the advances into 100,000 shares of the Company’s subsidiary, Nanosynthesis. The per share rate used in the conversion was the same price to which third party investors were purchasing shares. As of March 31, 2020, amounts due to Capital Vario were $288,690. As discussed in Note 1, in March 2021, the Company’s subsidiaries which held various assets were transferred to Capital Vario in satisfaction of $451,570 owed to them. The Company recorded a loss of $225,855 which represented the difference between the Company’s investment in the subsidiaries and net asset transferred to Capital Vario and the amounts owed to them. In August 2020, a director advanced the Company $20,000 to be used for operations for which was repaid in November 2020. The advance did not incur interest and was due on demand. |
COMMITMENTS AND CONTINGENCIES
COMMITMENTS AND CONTINGENCIES | 12 Months Ended |
Mar. 31, 2021 | |
Commitments and Contingencies Disclosure [Abstract] | |
COMMITMENTS AND CONTINGENCIES | NOTE 5 – COMMITMENTS AND CONTINGENCIES Legal The Company does not have any pending or threatened litigation. Lease The Company had an operating lease for which requires minimum monthly payments of $2,500 plus utilities expiring on October 31, 2021. Rent expense for the years ended March 31, 2021 and 2020 was $64,539 and $29,032, respectively, and included within discontinued operations. See Notes 1 and 4 for discussion regarding the transfer of this lease to Capital Vario. |
SHAREHOLDERS' EQUITY
SHAREHOLDERS' EQUITY | 12 Months Ended |
Mar. 31, 2021 | |
Stockholders' Equity Note [Abstract] | |
SHAREHOLDERS' EQUITY | NOTE 6 – SHAREHOLDERS’ EQUITY Preferred Stock Under the Company’s articles of incorporation, the board of directors is authorized, without stockholder action, to issue up to 10,000,000 shares of preferred stock in one or more series and to fix the number of shares and rights, preferences, and limitations of each series. Among the specific matters that may be determined by the board of directors are the dividend rate, the redemption price, if any, conversion rights, if any, the amount payable in the event of any voluntary liquidation or dissolution, and voting rights, if any. If the Company offers preferred stock, the specific designations and rights will be described in amended articles of incorporation. Common Stock Effective November 14, 2018, the Company increased its authorized common shares to 200,000,000. 32 Common Stock – Subsidiary On March 31, 2020, the Company issued 748,500 of Nanosynthesis common stock to various investors, related parties and third parties. The issuance represented 49.9% of the Nanosynthesis common stock. In connection with the issuance the Company issued the following: • $315,000 in proceeds from third parties for the issuance of 315,000 shares; • $110,000 in proceeds from related parties for the issuance of 110,000 shares; • Relief of $100,000 or related party advances for the issuance of 100,000 shares; • Relief of $7,500 in accounts payable for the issuance of 7,500 shares; • Recorded stock-based compensation of $216,035 related to the issuance of 216,035 shares for research and development services performed. The amounts were expensed upon issuance as the performance criteria was complete. As of March 31, 2020, subscriptions receivable were $165,000, for which $5,000 was from a related party. The proceeds from the subscriptions were received immediately after year end on April 2, 2020. Non-controlling interest disclosed within the consolidated statement of operations represents the ownership 49.9% share of net losses of TORtec Nanosynthesis Corp. incurred prior to the disposal during the years ended March 31, 2021 and 2020. In connection with the Nanosynthesis common stock transactions above, the participates were to also receive shares of the Company’s common stock. As of March 31, 2020, the Company issued 74,854 shares of common stock. The Company determined that none of the consideration, other than par value, will be allocated to the Company’s shares of common stock This determination was based upon a variety of factors including, the limited amount of shares being issued in comparison to the total issued and outstanding common stock of the Company, no market for the Company’s common stock, the investor receiving a significant ownership percentage in Nanosynthesis for which future operations are expected, etc. Other See Note 1 for disclosure of additional shares and Note 4 for an additional equity transaction. |
INCOME TAXES
INCOME TAXES | 12 Months Ended |
Mar. 31, 2021 | |
Income Tax Disclosure [Abstract] | |
INCOME TAXES | NOTE 7 – INCOME TAXES For the years ended March 31, 2021 and 2020, the Company incurred net losses, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately $787,000 and $1,319,000 at March 31, 2021 and 2020, respectively. Approximately $515,000 in net operating losses begin to expire beginning in the year 2034, the remaining do not expire. The primary difference between the Company’s statutory and effective tax rate relates to non-deductible stock based compensation charges and a full valuation allowance being recorded. Deferred tax assets as of March 31, 2021 and 2020 consisted of tax effected net operating losses of $234,893 and $393,841, respectively. During the years ended March 31, 2021 and 2020, the valuation allowance increased (decreased) by ($158,948) and $174,767, respectively. The Company has identified the United States Federal tax returns as its “major” tax jurisdiction. The United States Federal return years 2015 through 2020 are still subject to tax examination by the United States Internal Revenue Service; however, we do not currently have any ongoing tax examinations. The Company is subject to examination by the State Franchise Tax Board for the years ended 2016 through 2020 and currently does not have any ongoing tax examinations. |
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS | 12 Months Ended |
Mar. 31, 2021 | |
Related Party Transactions [Abstract] | |
RELATED PARTY TRANSACTIONS | NOTE 8 – RELATED PARTY TRANSACTIONS See Note 1 for sale of subsidiaries, Note 3 for purchase of equipment and a license, Note 4 for short-term advances and Note 6 for issuances of common stock, for related party transactions. |
SUBSEQUENT EVENTS
SUBSEQUENT EVENTS | 12 Months Ended |
Mar. 31, 2021 | |
Subsequent Events [Abstract] | |
SUBSEQUENT EVENTS | NOTE 9 – SUBSEQUENT EVENTS The Company has evaluated subsequent events after March 31, 2021, through the date of this filing, noting no additional items which need to be disclosed within the accompanying notes to the financial statements other than those disclosed above. |
SUMMARY OF SIGNIFICANT ACCOUN_2
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Policies) | 12 Months Ended |
Mar. 31, 2021 | |
Accounting Policies [Abstract] | |
Going Concern | Going Concern The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As reflected in the financial statements, the Company has incurred significant current period losses, negative cash flows from operating activities, has negative working capital and an accumulated deficit. The Company has relied upon advances from related parties and other loans to fund its operations. 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty. |
Risks and Uncertainties | Risks and Uncertainties The Company has a limited operating history and has not generated revenues from our planned principal operations. See Note 1 for discussion related to the transfer of the Company’s subsidiaries which held substantially all of the Company’s assets. The Company is currently exploring other operating and revenue generating opportunities. |
Principles of Consolidation | Principles of Consolidation The consolidated financial statements include the accounts of the Company and its wholly owned subsidiaries TORtec, TORtec Titan+, and its 50.1% owned subsidiary, TORtec Nanosynthesis Corp through the date of their sale in March 2021. 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+ does not have any operations. TORtec Nanosynthesis Corp. (“Nanosynthesis”) commenced operations during the October 2019 which consisted primarily of research and development expenditures. See Note1 for discussion of sale of subsidiaries and Note 6, for discussion regarding non-controlling interest. |
Use of Estimates | Use of Estimates The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes to financial statements. Actual results could differ from those estimates. Significant estimates made by management include allowance for doubtful accounts, the useful life of property and equipment and impairment of long-lived assets. |
Fair Value of Financial Instruments | 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, 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. 29 • 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 March 31, 2021 and 2020, the Company did not have Level 1, 2, or 3 financial assets or liabilities. Financial instruments consisted of cash, subscription receivable, and payables. The fair value of financial instruments approximated their carrying values as of March 31, 2021 and 2020, due to the short-term nature of these items. |
Cash and Cash Equivalents | Cash and Cash Equivalents Cash and short-term investments with an original maturity of three months or less are considered to be cash and cash equivalents. At March 31, 2021 and 2020, the Company did not have any cash deposits in excess of FDIC limits. |
Allowances for Doubtful Accounts | Allowances for Doubtful Accounts The Company maintains allowances for doubtful accounts for estimated losses resulting from the inability of the Company’s customers to make required payments. The Company considers the following factors when determining if collection of a fee is reasonably assured: customer creditworthiness and past transaction history with the customer. If the Company has no previous experience with the customer, the Company typically requests retainers or obtains financial information sufficient to extend the credit. If these factors do not indicate collection is reasonably assured, revenue is deferred until collection becomes reasonably assured, which is generally upon receipt of cash. If the financial condition of the Company’s customers deteriorates, additional allowances are made. |
Property and Equipment | Property and Equipment Property and equipment are stated at cost, less accumulated depreciation and amortization. Major additions and improvements are capitalized, while minor equipment as well as repairs and maintenance costs are expensed when incurred. Depreciation and amortization are computed using the straight-line method over the estimated useful lives of the related assets. Computers, other office equipment, and furniture are depreciated over a period of three years. Vehicles are depreciated over five years. Construction in progress represents amounts capitalized in connection with internally constructed assets. The amounts are transferred to property and equipment at the point in which the asset is available for use. On retirement or disposition of property and equipment, the cost and related accumulated depreciation and amortization are removed from the accounts and any resulting gain or loss is recognized in the statement of operations. |
Impairment of Long Lived Assets | Impairment of Long Lived Assets The Company evaluates the recoverability of the carrying amount of long-lived assets whenever events or changes in circumstances indicate that the carrying amount of any asset may not be fully recoverable. If circumstances require that a long-lived asset be tested for possible impairment, the Company compares the carrying amount of an asset to future undiscounted cash flows expected to be generated by the asset. If the carrying amount of the long-lived asset is not recoverable on an undiscounted cash flow basis, an impairment is recognized to the extent that the carrying amount exceeds its fair value based on a discounted cash flow analysis. During the years ended March 31, 2021 and 2020, the Company determined that certain costs capitalized in connection with the Tornado M were impaired, see Notes 1 and 3 for additional information. |
Research and Development | Research and Development Research and development is primarily related to developing and improving the Company’s Tornado C product. Research and development expenses are expensed when incurred. |
Income Taxes | Income Taxes The asset and liability approach is used to recognize deferred tax assets and liabilities for the expected future tax consequences of temporary differences between the carrying amounts and the tax bases of assets and liabilities. Tax law and rate changes are reflected in income in the period such changes are enacted. The Company records a valuation allowance to reduce the deferred tax assets to the amount that is more likely than not to be realized. The Company includes interest and penalties related to income taxes, including unrecognized tax benefits, within the provision for income taxes. The Company believes it has appropriate support for the income tax positions taken and to be taken on future income tax returns. |
Basic and Diluted (Income) Loss per Common Share | 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. As of March 31, 2021 and 2020, the Company did not have any dilutive securities. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements In February 2016, the FASB issued ASU 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. As the Company is an emerging growth company, the Company expects to adopt this standard during its fiscal year ended March 31, 2022. The Company does not expect the adoption of this new standard to have a material impact on its financial statements and related disclosures due to no qualifying leases being present. The Financial Accounting Standards Board issued Accounting Standard Updates (“ASUs”) to amend the authoritative literature in Accounting Standards Codification (“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. |
ORGANIZATION AND BUSINESS (Tabl
ORGANIZATION AND BUSINESS (Tables) | 12 Months Ended |
Mar. 31, 2021 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Disposal Groups, Including Discontinued Operations | In March 2021, due to the transfer of subsidiaries and assets discussed above to Capital Vario in satisfaction of amounts due to them, the Company has ceased operations relate to the Tortec Tornado unit. 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 March 31, 2021 and 2020 and for the years then ended. March 31, March 31, 2021 2020 ASSETS Construction in progress $ - $ 291,346 License - 35,051 Deposit - 3,000 Total Assets - Discontinued Operations $ - $ 329,397 LIABILITIES Current Liabilities Accounts payable and accrued liabilities $ - $ 2,387 Short term advances - related parties - 288,690 Total Current Liabilities - Discontinued Operations $ - $ 291,077 For the Years Ended March 31, 2021 2020 Operating Expenses Research and development $ 47,146 $ 302,328 General and administrative 92,064 33,583 Impairment of property and equipment 45,000 389,000 Loss on disposal of subsidiary 225,855 - Total Operating Expenses 410,065 724,911 Non-controlling interest (118,245) - Operating Loss - Discontinued Operations $ (291,820) $ (724,911) |
ORGANIZATION AND BUSINESS (Narr
ORGANIZATION AND BUSINESS (Narrative) (Details) - USD ($) | 1 Months Ended | 12 Months Ended | |
Nov. 22, 2017 | Mar. 31, 2021 | Mar. 31, 2020 | |
Purchases of equipment, license and other assets | $ 114,748 | $ 105,644 | |
Amount of borrowings | $ 161,310 | $ 63,700 | |
TORtec Group, Inc [Member] | |||
Percentage acquired isssued and outstanding shares | 100.00% | 90.00% | |
Stock Issued During Period, Shares, Acquisitions | 90,000,000 | ||
Number of shares issued and outstandings | 10,000,000 | ||
TORtec Nanosynthesis Corp [Member] | |||
Percentage acquired isssued and outstanding shares | 50.10% |
ORGANIZATION AND BUSINESS (Disp
ORGANIZATION AND BUSINESS (Disposal Groups, Including Discontinued Operations) (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
ASSETS | ||
Construction in progress | $ 291,346 | |
License | 35,051 | |
Deposit | 3,000 | |
Total Assets - Discontinued Operations | 329,397 | |
Current Liabilities | ||
Accounts Payable and accrued Liabilities | 2,387 | |
Short term advances - related parties | 288,690 | |
Total Current Liabilities - Discontinued Operations | 291,077 | |
Operating Expenses | ||
Research and development | 47,146 | 302,328 |
General and administrative | 92,064 | 33,583 |
Impairment of property and equipment | 45,000 | 389,000 |
Loss on disposal of subsidiary | 225,855 | |
Total Operating Expenses | 410,065 | 724,911 |
Non-controlling interest | (118,245) | |
Operating Loss - Discontinued Operations | $ (291,820) | $ (724,911) |
FINANCIAL STATEMENT ELEMENTS (N
FINANCIAL STATEMENT ELEMENTS (Narrative) (Details) - USD ($) | 12 Months Ended | ||
Mar. 31, 2021 | Mar. 31, 2020 | Nov. 09, 2015 | |
Financing Receivable, after Allowance for Credit Loss, Current | $ 75,000 | ||
Other Notes Payable | 55,000 | ||
Purchase of a license | $ 35,051 | ||
Impairment of property and equipment | 45,000 | $ 389,000 | |
Aggregate value of borrowings | $ 40,000,000 | ||
Percentage of receivable reserved | 100.00% | 100.00% | |
Percentage of royalties | 10.00% | ||
Unrelated third party [Member] | |||
Financing Receivable, after Allowance for Credit Loss | $ 100,000 | ||
Debt Instrument, Interest Rate, Stated Percentage | 2.00% |
SHORT TERM ADVANCES AND DISPO_2
SHORT TERM ADVANCES AND DISPOSAL OF SUBSIDIARIES (Details) - USD ($) | Aug. 01, 2020 | Mar. 31, 2021 | Mar. 31, 2020 |
Short-term Debt [Abstract] | |||
Proceeds from short term advances - related parties | $ 20,000 | $ 181,310 | $ 63,700 |
Exchange of related party advances with ownership in subsidiary | $ 100,000 | ||
Nanosynthesis common stock Issued 3 | 100,000 | ||
Short term advances - related parties | $ 288,690 | ||
Loss on business difference between investment and net asset transferred | 225,855 | ||
Amount of assets transferred | $ 451,570 |
COMMITMENTS AND CONTINGENCIES (
COMMITMENTS AND CONTINGENCIES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | ||
Capital Leases, Contingent Rental Payments Due | $ 2,500 | |
Operating Leases, Rent Expense | $ 64,539 | $ 29,032 |
SHAREHOLDERS' EQUITY (Details)
SHAREHOLDERS' EQUITY (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Stockholders' Equity Note [Abstract] | ||
Preferred Stock, Shares Authorized | 10,000,000 | 10,000,000 |
Common Stock, Shares Authorized | 200,000,000 | 200,000,000 |
Nanosynthesis common stock | 748,500 | |
Sale of subsidiary common stock | $ 315,000 | |
Nanosynthesis common stock Issued 1 | 315,000 | |
Sale of subsidiary common stock - related party | $ 110,000 | |
Nanosynthesis common stock Issued 2 | 110,000 | |
Exchange of related party advances with ownership in subsidiary | $ 100,000 | |
Nanosynthesis common stock Issued 3 | 100,000 | |
Exchange of accounts payable with ownership in subsidiary | $ 7,500 | |
Nanosynthesis common stock Issued 4 | 7,500 | |
Fair value of subsidiary shares issued for services | $ 216,035 | |
Nanosynthesis common stock Issued 5 | 216,035 | |
Subscriptions receivable | $ 165,000 | |
Common Stock Subscriptions Related Parties | $ 5,000 | |
Sale of Company common stock in connection with subsidiary transactions | 74,854 |
INCOME TAXES (Details)
INCOME TAXES (Details) - USD ($) | 12 Months Ended | |
Mar. 31, 2021 | Mar. 31, 2020 | |
Income Tax Disclosure [Abstract] | ||
Operating Loss Carryforwards | $ 787,000 | $ 1,319,000 |
Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration | 515,000 | |
Deferred Tax Assets, Operating Loss Carryforwards | 234,893 | 393,841 |
Increase (Decrease) Operating Loss Carryforwards, Valuation Allowance | $ (158,948) | $ 174,767 |