Item 2.01 Completion of Acquisition or Disposition of Assets
On March 22, 2021 TORtec Group Corporation ("Company") entered into a Debt
Conversion Agreement with Capital Vario CR S.A. ("Lender") to transfer and
transfer and assign 100% of the Company's interest in TORtec Group, a
wholly-owned subsidiary of the Company, and all other assets of the Company to
Capital Vario CR S.A.in complete and final settlement of the Company's debts
owed to Capital Vario of $450,000. As part of the Agreement, the Company will
transfer all of the shares (10,000,000) of TORtec Group to Lender and Lender
will acknowledge the repayment of the Debt. The text of the Agreement is
attached as Exhibit 2.01.
Item 5.07
Submission of Matters to a Vote of Shareholders.
On March 20, 2021, TORtec Group Corporation. (the "Company") held its 2021
annual meeting of stockholders (the "2021 Annual Meeting"). As of January 19,
2021, the record date for the 2021 Annual Meeting, 100,074,854 shares of the
Company's common stock were issued and outstanding. A summary of the matters
voted upon by the stockholders is set forth below.
1.
Of five nominees presented, the Company's stockholders elected by plurality each
of Stephen Smoot, Irina Kochetkova, Jeff Brimhall and Asael Sorensen Jr. as
directors of the Company for a term of one year. As previously reported the
board of directors previously voted to reduce the number of board members from
five to four. The voting results were as follows:
FOR WITHHELD BROKER NON-VOTES
Stephen Smoot
59,651,245
38,250,334
0
Irina Kochetkova
59,651,245
38,250,334
0
Jeff Brimhall
59,651,245
38,250,334
0
Asael Sorensen Jr.
59,651,245
38,250,334
0
Alex Schmidt
1,500
97,900,079
0
2.
The Company's stockholders ratified the appointment of BF Borgers CPA PC as the
Company's independent registered public accounting firm for the fiscal year
ending March 31, 2021. The voting results were as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
97,901,579
0
0
0
3.
The Company's stockholders approved the transfer and assignment of TORtec Group,
a wholly-owned subsidiary of the Company, and all other assets of the Company to
Capital Vario CR S.A.in complete and final settlement of the Company's debts
owed to Capital Vario of $450,000. The voting results were as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
59,651,579
38,250,000
0
0
4.
The Company's stockholders rejected a shareholder proposal to appoint an
additional independent audit of the Company and its directors, as more fully set
forth in the Company's proxy statement filed with the SEC on February 5, 2021.
The voting results were as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
38,250,000
59,651,579
0
0
2
--------------------------------------------------------------------------------
5.
The Company's stockholders rejected a shareholder proposal of no confidence in
and removal as directors, of the Company's CEO and the Company's Treasurer, as
more fully set forth in the Company's proxy statement filed with the SEC on
February 5, 2021. The voting results were as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
38,250,000
59,651,579
0
0
6.
The Company's stockholders rejected a shareholder proposal alleging that the
Company's technology license agreements and contracts have been terminated, as
more fully set forth in the Company's proxy statement filed with the SEC on
February 5, 2021. The voting results were as follows:
FOR
AGAINST
ABSTAIN
BROKER NON-VOTES
38,250,000
59,651,579
0
0
Item 5.08
Shareholder Director Nominations.
On March 6, 2021, the Board of Directors (the "Board") of Tortec Group
Corporation, a Nevada corporation (the "Company"), voted to revise the date of
the Company's Annual Meeting of Shareholders (the "Annual Meeting") to Saturday,
March 20, 2021.
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