Sec Form 13D Filing - TOR Biologos GmbH filing for TORtec Group Corp (TRTK) - 2017-12-15

Insider filing report for Changes in Beneficial Ownership

  • Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
  • Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


SCHEDULE 13D


Under the Securities Exchange Act of 1934

 

Geo Point Resources, Inc.

 

 

(Name of Issuer)

  

Common Stock

 

 

(Title of Class of Securities)

 

37253B 200

 

  (CUSIP Number)


Robert N. Wilkinson, Esq.

Anderson Call & Wilkinson, P.C.

110 So. Regent Street, Suite 200

Salt Lake City, UT 84111

(801)-533-9645

 

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)


December 4, 2017

 

              (Date of Event Which Requires Filing of this Statement)


If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨.


Note.  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.


* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.


The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).




Page 1 of 10





  1

 

  NAMES OF REPORTING PERSONS

 

  Alex Schmidt

 

 

  2

 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (see instructions)

 

(a)  þ 

(b)  ¨

  3

 

  SEC USE ONLY

 

 

 

  4

 

  SOURCE OF FUNDS (see instructions)

 

  AF

 

 

  5

 

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 


¨

  6

 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

    German

 

 

 

 

 

NUMBER OF

 SHARES

BENEFICIALLY OWNED BY 

EACH REPORTING PERSON WITH

 

 

 

7

    SOLE VOTING POWER

 

  13,500,000

8

    SHARED VOTING POWER

 

  0

9

    SOLE DISPOSITIVE POWER

 

13,500,000

10

    SHARED DISPOSITIVE POWER

 

  0

 

 

 

 

 

 11

 

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  13,635,000

 

 

 12

 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  (see instructions)

 


¨

 13

 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.6%

 

 

 14

 

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

 




Page 2 of 10





  1

 

  NAMES OF REPORTING PERSONS

 

  Maksim Goncharenko

 

 

  2

 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (see instructions)

 

(a)  þ 

(b)  ¨

  3

 

  SEC USE ONLY

 

 

 

  4

 

  SOURCE OF FUNDS (see instructions)

 

  AF

 

 

  5

 

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 


¨

  6

 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

     Russia

 

 

 

 

 

NUMBER OF

 SHARES

BENEFICIALLY OWNED BY 

EACH REPORTING PERSON WITH

 

 

 

7

    SOLE VOTING POWER

 

  13,500,000

8

    SHARED VOTING POWER

 

  0

9

    SOLE DISPOSITIVE POWER

 

13,500,000

10

    SHARED DISPOSITIVE POWER

 

  0

 

 

 

 

 

 11

 

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  13,365,000

 

 

 12

 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  (see instructions)

 


¨

 13

 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.4%

 

 

 14

 

  TYPE OF REPORTING PERSON (see instructions)

 

  IN

 

 




Page 3 of 10





  1

 

  NAMES OF REPORTING PERSONS

 

  MTM Center GmbH

 

 

  2

 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (see instructions)

 

(a)  þ 

(b)  ¨

  3

 

  SEC USE ONLY

 

 

 

  4

 

  SOURCE OF FUNDS (see instructions)

 

  OO

 

 

  5

 

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 


¨

  6

 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

     Germany

 

 

 

 

 

NUMBER OF

 SHARES

BENEFICIALLY OWNED BY 

EACH REPORTING PERSON WITH

 

 

 

7

    SOLE VOTING POWER

 

  13,500,000

8

    SHARED VOTING POWER

 

  0

9

    SOLE DISPOSITIVE POWER

 

13,500,000

10

    SHARED DISPOSITIVE POWER

 

  0

 

 

 

 

 

 11

 

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  13,500,000

 

 

 12

 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  (see instructions)

 


¨

 13

 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.5%

 

 

 14

 

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

 




Page 4 of 10





  1

 

  NAMES OF REPORTING PERSONS

 

  TOR Biologos GmbH

 

 

  2

 

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

  (see instructions)

 

(a)  þ 

(b)  ¨

  3

 

  SEC USE ONLY

 

 

 

  4

 

  SOURCE OF FUNDS (see instructions)

 

  OO

 

 

  5

 

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)

 

 


¨

  6

 

  CITIZENSHIP OR PLACE OF ORGANIZATION

 

     Switzerland

 

 

 

 

 

NUMBER OF

 SHARES

BENEFICIALLY OWNED BY 

EACH REPORTING PERSON WITH

 

 

 

7

    SOLE VOTING POWER

 

  13,500,000

8

    SHARED VOTING POWER

 

  0

9

    SOLE DISPOSITIVE POWER

 

13,500,000

10

    SHARED DISPOSITIVE POWER

 

  0

 

 

 

 

 

 11

 

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

  13,500,000

 

 

 12

 

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES

  (see instructions)

 


¨

 13

 

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11

 

  13.5%

 

 

 14

 

  TYPE OF REPORTING PERSON (see instructions)

 

  OO

 

 




Page 5 of 10




Item 1.       Security and Issuer


The class of equity securities to which this statement on Schedule 13D (this “Schedule 13D”) relates is the common stock, $0.001 per share par value (the “Common Stock”), of Geo Point Resources, Inc., a Nevada corporation (the “Company”), with its principal executive offices at c/o TORtec Group, 30 N. Gould Street, Suite R, Sheridan, WY 83801.


Item 2.       Identity and Background


The following information is presented in response to this Item:


(a)

This Schedule 13D is filed by:

(i)

Alex Schmidt;

(ii)

Maksim Goncharenko;

(iii)

MTM Center GmbH; and

(iv)

TOR Biologos GmbH.


The foregoing persons are hereinafter sometimes referred to herein as the “Reporting Persons.”


(b)

principal business or residential addresses of the Reporting Persons are as follows:

(v)

Alex Schmidt – Flat 108, Leonidou 10, Livadia (Larnaca), Cyprus 7060;

(vi)

Maksim Goncharenko – Aviatcionnaya Street 79-29, Moscow, Russian Federation 123182;

(vii)

MTM Center GmbH – Feringastrasse 6, Unterfohring, Munich, Germany 85774; and

(viii)

TOR Biologos GmbH – Rothausstrasse 61, Muttenz, Switzerland 4132.


(c)  The principal occupation or employment of Mr. Schmidt is technology research and investor.  The principal occupation or employment of Mr. Goncharenko is businessman and investor.   Mr. Schmidt is also the Vice President and serves as a Director of the Company.  Mr. Goncharenko also serves as a Director of the Company.


(d) During the last five years, none of the Reporting Persons has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).


(e) During the last five years, none of the Reporting Persons has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


(f) MTM Center GmbH was formed in Germany.  TOR Biologos GmbH was formed in Switzerland.  Mr. Schmidt is a citizen of Germany.  Mr. Goncharenko is a citizen of Russia.


Item 3.       Source and Amount of Funds or Other Consideration


On November 22, 2017, the Company entered into a Share Exchange 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 Share Exchange Agreement, a total of 90,000,000 shares of the Company’s restricted Common Stock were issued to the seventeen (17) TORtec shareholders as consideration in an 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.  The 90,000,000 shares of our common stock issued to the shareholders of TORtec were issued in reliance on one or more exemptions from securities registration.  Each shareholder to whom shares were issued represented to the Company that the shares of the Company being acquired



Page 6 of 10



were being acquired for its own account and for investment purposes and not with a view to the public resale or distribution of such shares and each stockholder has further acknowledged that the shares issued were not registered under the Securities Act and are "restricted securities" as that term is defined in SEC Rule 144 promulgated under the Securities Act and must be held indefinitely unless they are subsequently registered under the Securities Act or an exemption from such registration is available.  The shares were issued in reliance on the exemption provided in Section 4(2) of the Securities Act, SEC Rule 506 or SEC Regulation S, and stock certificates representing those shares of the Company will contain an appropriate restricted legend.


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 was appointed to serve as a director.


As a result, the TORtec shareholders collectively own 90% of the Company’s issued and outstanding shares of Common Stock immediately following the acquisition of Tortec.  


MTM Center GmbH which owned 1,500,000 shares of TORtec’s issued and outstanding shares of Common Stock prior to the acquisition, received a total of 13,500,000 shares of the Company’s Common Stock in the exchange for its 1,500,000 TORtec shares.  MTM Center GmbH is owned 51.0% by Alex Schmidt and 49.0% by Maksim Goncharenko. Maksim Goncharenko is the CEO of MTM Center GmbH and has sole voting and dispositive powers over the 13,500,000 shares of the Company’s common stock held by MTM Center GmbH.


TOR Biologos GmbH which owned 1,500,000 shares of TORtec’s issued and outstanding shares of Common Stock prior to the acquisition, received a total of 13,500,000 shares of the Company’s Common Stock in the exchange for its 1,500,000 TORtec shares.  TOR Biologos GmbH is owned 50.0% by Alex Schmidt and 50.0% by Maksim Goncharenko.  Alex Schmidt is the CEO and Director of TOR Biologos GmbH and has sole voting and dispositive powers over the 13,500,000 shares of the Company’s common stock held by TOR Biologos GmbH.


The acquisition of TORtec resulted in a change of control of the Company.


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 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.  

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.

The Company now plans to 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.


Item 4.       Purpose of Transaction


See Item 3.




Page 7 of 10



Item 5.       Interest in Securities of the Issuer


The following information is presented in response to this Item:


(a)  As of the date hereof, MTM Center GmbH owns 13,500,000 shares of Common Stock, representing approximately 13.5% of the shares of outstanding Common Stock of the Company (based on the 100,000,000 shares of Common Stock of the Company outstanding as of December 4, 2017, including amounts issued in connection with the acquisition of TORtec Group, effective December 4, 2017.  As of the date hereof, TOR Biologos GmbH owns 13,500,000 shares of Common Stock, representing approximately 13.5% of the shares of outstanding Common Stock of the Company (based on the 100,000,000 shares of Common Stock of the Company outstanding as of December 4, 2017, including amounts issued in connection with the acquisition of TORtec Group, effective December 4, 2017.


(b)   As CEO and Director of TOR Biologos GmbH, Mr. Schmidt has the sole power to vote and dispose of the 13,500,000 shares of Common Stock of the Company owned by TOR Biologos GmbH.  As CEO of MTM Center GmbH, Mr. Gonchrenko has the sole power to vote and dispose of the 13,500,000 shares of Common Stock of the Company owned by MTM Center GmbH.


(c)  Other than the transactions described herein, none of the Reporting Persons has effected any transaction in the Common Stock of the Company during the past 60 days.


(d)  Except as specifically set forth in this Schedule 13D, no persons other than Mr. Schmidt and Mr. Goncharenko has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of the shares of Common Stock of the Company that are beneficially owned directly, or deemed beneficially owned indirectly, by them, respectfully.


(e)  Not applicable.


Item 6.        Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer


None.


Other than as described above, to the knowledge of each of the Reporting Persons, there are no contracts, arrangements, understandings or relationships among the persons named in Item 2 or between such persons and any person with respect to any securities of the Company, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangement, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.


Item 7.        Material to be Filed as Exhibits.


Exhibit 1. Joint Filing Agreement







Page 8 of 10




SIGNATURES


After reasonable inquiry and to the best of the undersigned’s knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

 

 

 

 

 

 

 

 

 

 

 

Dated:  December 13, 2017

 

/s/ Alex Schmidt

 

 

Name: Alex Schmidt



 

 

 

 

Dated:  December 13, 2017

 

/s/ Maksim Goncharenko

 

 

Name: Maksim Goncharenko


   MTM Center GmbH

 

 

 

 

Dated:  December 13, 2017

 

/s/ Maksim Goncharenko

 

 

Name: Maksim Goncharenko, CEO


  TOR Biologos GmbH


 

 

 

 

Dated:  December 13, 2017

 

/s/ Alex Schmidt

 

 

Name: Alex Schmidt, CEO and Director




Page 9 of 10





JOINT FILING AGREEMENT


The undersigned hereby agree that they are filing this statement jointly pursuant to Rule 13d-1(k)(1) promulgated under the Securities and Exchange Act of 1934, as amended, (the “Exchange Act”).  Each of them is responsible for the timely filing of such Schedule 13D and any amendments thereto, and for the completeness and accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate.


In accordance with Rule 13d-1(k)(1) promulgated under the Exchange Act, the undersigned hereby agree to the joint filing with each other on behalf of each of them to such a statement on Schedule 13D with respect to the common stock, $0.001 par value of Geo Point Resources, Inc. beneficially owned by each of them.  Each of the undersigned hereby expressly authorizes each other party to file on its behalf any and all amendments to such statement.  This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.




 

 

 

 

 

 

 

 

Dated:  December 13, 2017

 

/s/ Alex Schmidt

 

 

Name: Alex Schmidt



 

 

 

 

Dated:  December 13, 2017

 

/s/ Maksim Goncharenko

 

 

Name: Maksim Goncharenko


   MTM Center GmbH

 

 

 

 

Dated:  December 13, 2017

 

/s/ Maksim Goncharenko

 

 

Name: Maksim Goncharenko, CEO


  TOR Biologos GmbH


 

 

 

 

Dated:  December 13, 2017

 

/s/ Alex Schmidt

 

 

Name: Alex Schmidt, CEO and Director




SEC/1208



Page 10 of 10