TORTEC GROUP CORP: MANAGEMENT REPORT AND ANALYSIS OF THE FINANCIAL POSITION AND OPERATING RESULTS (Form 10-K)

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When used in this annual report, the words “may”, “will”, “expect”, “anticipate”, “continue”, “”. forward-looking statements regarding financial events, conditions and trends that could affect our future operating plans, business strategy, results of operations and financial condition.

Persons reviewing this annual report are cautioned that forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and that actual results may differ materially from those included in forward-looking statements due to various factors.

Our future results and our values ​​for shareholders 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 update these forward-looking statements from time to time depending on changing circumstances; however, we assume no obligation to do so.

Plan of Operation


We discontinued our business activities including TOR technology in March 2021, when the subsidiary of the Company which held a substantial stake has been transferred to Capital Vario in accordance with the approval of the shareholders, in full satisfaction of all the debts of the Company, and has no current business plan.

We now intend to concentrate our efforts on finding a new business opportunity for the benefit of our shareholders.

Results of Operations


Year ended March 31, 2021, compared to the year ended March 31, 2020

General and administrative expenses during the closed financial year March 31, 2021, were $ 74,841, compared to $ 70,109 during the closed financial year March 31, 2020, an augmentation of $ 4,732. The increase in general and administrative expenses was related to an overall increase in professional fees related to filing requirements in connection with current financial reporting obligations as well as an increase in professional fees related to the sale of our subsidiaries and active.

During the year ended March 31, 2021, we sold our TOR technology operations, resulting in a loss on the sale. As a result, we have reclassified these operations as discontinued operations. In the past years March 31, 2021 and 2020 we lost $ 291,820 and $ 724,911 discontinued operations due to loss on sale of subsidiaries, significant research and development expenses related to the development of the Tornado M, increased general and administrative expenses related to the expansion of activities which included the rental of ‘an installation, etc.

During the year ended March 31, 2021 we suffered a net loss of $ 366,661, or about $ 0.00 per share, against a net loss of $ 795,020, or about $ 0.01 per share, during the year ended March 31, 2020. The decrease in net loss during the reporting period is largely attributable to the charge associated with the fair value of shares issued in connection with research and development services provided in connection with the development of the TORtec Group
assets as well as the impairment of property, plant and equipment related to the Company’s Tornado M during fiscal year 2020.

Liquidity and capital resources

Current assets at March 31, 2021, included $ 10,875 in cash, a drop of
$ 155,168 of total current assets of $ 166,043 To March 31, 2020 which included species of $ 1,043 and subscriptions receivable from $ 165,000.

TO March 31, 2021, we had negative working capital of $ 8,625, compared to the negative working capital of $ 127,340, To March 31, 2020.

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Capital Resources


During the year ended March 31, 2021, operating activities used cash of
$ 201,730, compared to $ 221,490 in net cash used for the year ended
March 31, 2020.

During the year ended March 31, 2020, investing activities used cash of
$ 114,748, compared to $ 105,644 cash used in investing activities during the year ended March 31, 2020. In 2021 and 2020, the majority of the amount used was for additional fixed assets purchased for the development of our Tornado M.

During the year ended March 31, 2021, the financing activities provided liquidity of $ 326,310, compared to $ 323,700 in cash provisioned for the closed financial year
March 31, 2020. In fiscal 2020, we received proceeds from $ 260,000 and a subscription claim of $ 165,000 in connection with the sales of our common shares and the common shares of our subsidiary that were received during fiscal 2021. In addition, we received short-term advances from related parties from $ 181,310 and
$ 63,700 relating to fiscal years 2021 and 2020, respectively. The proceeds were used to further develop our Tornado M and to finance operations.

We intend to fund future operations over the next 12 months with cash flow from operations, current cash on hand and proceeds from advances from a related entity. If these cash flows are not sufficient to fund operations, we may be required to raise capital through debt or equity financing. These contributions should cover creditors’ amounts and potentially be used for operations. At this time, we cannot guarantee that such financing will be available to us on favorable terms, if at all. If, after using the existing sources of capital at our disposal, other capital needs are identified and if we are unable to secure the required financing, we may be forced to reduce our existing or planned future operations. These factors raise significant doubts as to the Company’s ability to continue as a going concern. We believe that our plans will allow us to continue our current operations for a period greater than one year from the date of our most recent balance sheet.

Off-balance sheet provisions

We had no off-balance sheet arrangements for the two years ended March 31, 2021, and 2020.

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