When used in this Annual Report, the words "may," "will," "expect," "anticipate," "continue," "estimate," "project," "intend," and similar expressions are intended to identify forward-looking statements regarding events, conditions, and financial trends that may affect our future plans of operations, business strategy, operating results, and financial position.

Persons reviewing this Annual Report are cautioned that any forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties and actual results may differ materially from those included within the forward-looking statements as a result of various factors.

Our future results and shareholder 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; however, we undertake no duty to do so.





Plan of Operation

We discontinued our business operations comprising the TOR-technology in March 2021, when the Company's subsidiary which held substantially was transferred to Capital Vario pursuant to shareholder approval, in complete satisfaction of all indebtedness of the Company, and have no current business activities plan of operation.

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





Results of Operations

Year Ended March 31, 2021, Compared to Year Ended March 31, 2020

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

During the fiscal year ended March 31, 2021, we sold the operations related to our TOR-technology resulting in a loss on the sale. As a result we reclassed these operations to discontinued operations. During the years ended March 31, 2021 and 2020, we had a loss of $291,820 and $724,911 from discontinued operations due to the loss on the sale of the subsidiaries, significant research and development expenditures related to the development the Tornado M, increased general and administrative expenses related to the expanded operations which included the leasing of a facility, etc.

In the fiscal year ended March 31, 2021 we experienced a net loss of $366.661, or approximately $0.00 per share, compared to a net loss of $795,020, or approximately $0.01 per share, in the fiscal year ended March 31, 2020. The decrease in net loss in the current period is largely due to the expense associated with the fair value of shares issued in connection with research and development services performed in connection with developing the TORtec Group assets as well as the impairment of property and equipment related to the Company's Tornado M during fiscal 2020.

Liquidity and Capital Resources

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

At March 31, 2021, we had a negative working capital of $8,625, as compared to negative working capital of $127,340, at March 31, 2020.





                                       18



Capital Resources

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

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

During the fiscal year ended March 31, 2021, financing activities provided cash of $326,310, as compared to $323,700 in cash provided for the fiscal year ended March 31, 2020. In fiscal year 2020, we received proceeds of $260,000 and a subscription receivable of $165,000 in connection with sales of our common stock and the common stock of our subsidiary which was collected in fiscal 2021. In addition, we received short-term advances from related parties of $181,310 and $63,700 related to fiscal 2021 and 2020, respectively. The proceeds were used to future the development of our Tornado M and to fund operations.

We intend to fund future operations for the next 12 months through cash flows generated from operations, current cash on hand and the 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 either a debt or equity financing. These contributions are expected to satisfy amounts in accounts payable and potentially be used for operations. 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. These factors raise substantial doubts about the Company's ability to continue as a going concern We believe our plans will enable us to continue our current operations for a period in excess of one year from the date of our most recent balance sheet.

Off-Balance Sheet Arrangements

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

© Edgar Online, source Glimpses