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EX-31 - HITOR GROUP, INC.exhibit31.htm
EX-32 - HITOR GROUP, INC.exhibit32.htm

U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

Amendment No. 1

(Mark One)

[X]

QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2010

[  ]

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES

EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ____ TO ______.

Commission File Number: 333-103986

HITOR GROUP, INC.
(Exact name of Registrant as specified in its charter)


Nevada

98-0384073

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


6513 132nd Ave. NE #376

Kirkland, WA 98033

(Address of principal executive offices)

(206) 245-5533
(Issuer’s Telephone Number)

Indicate by check mark whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), Yes XX    No ___    and (2) has been subject to such filing requirements for the past 90 days. Yes XX    No    ___

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  [  ]  No  [x]  Not Required by smaller reporting companies.

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

[  ]

Accelerated filer

[  ]

Non-accelerated filer

[  ] (Do not check if a smaller reporting company)

Smaller reporting company

[X]

Indicate by check mark whether the registrant is a shell company:

[  ] Yes

[X]

No

As of June 30, 2010, the issuer had 62,855,000 issued and outstanding of its common stock.




EXPLANATORY NOTE


This Amendment #1 on Form 10-Q/A amends and restates items identified below with respect to the Form 10-Q filed by Hitor, Inc. (the “Company”) for the period ended June 30, 2010, with the Securities and Exchange Commission (the “SEC”) on August 23, 2010 (the “Original Filing”). The purpose of this Amendment is to amend and restate the previously issued financial statements included in the Original Filing for the reasons fully set forth in Note 2 to the financial statements included in Item 1 (Financial Statements) herein. Other than as set forth below, the Original Filing continues to speak as of the date of the filing thereof, and the disclosure relating to items not being updated remains unchanged.


We would encourage any user of this filing to review our current filings for the most accurate current information.  This Amendment is being filed as a corrected historical document.


This Amendment amends and restates the information in “Item 1. Financial Statements,” “Item 2. Management’s Discussion and Analysis,” and “Item 4 Controls and Procedures” of the Original Filing. This Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. This Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.


Restatement of previously issued financial statements to correct a material misstatement is an indicator of a material weakness in internal control over financial reporting.  A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the company’s annual or interim financial statements will not be prevented or detected on a timely basis.


The Company did not have sufficient qualified personnel with an adequate understanding of generally accepted accounting principles and experience in the application of such principles to financing transactions, which led to a material misstatement of the Company’s interim financial statements for the quarters ended June 30, 2010, September 30, 2010, June 30, 2011 and March 31, 2011, and the fiscal year ended December 31, 2011.  Management has determined that this is a material weakness in internal controls over financial reporting as of and for each of the periods mentioned above. As of the date of this report, the Company believes that it has taken appropriate steps to remedy these weaknesses.

 




 

PART I – FINANCIAL INFORMATION

Item 1. Financial Statement

HITOR GROUP, INC.

 (Formerly NANO-JET, CORP.)

 Index to Financial Statements

 Restated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet:

 

 

 

 

    June 30, 2010 and December 31, 2009

 

 

 

 F-1

 

 

 

 

 

Statements of Operations:

 

 

 

 

     For the three and six months ended June 30, 2010 and 2009

 

 

 

 F-2

 

 

 

 

 

Statements of Cash Flows:

 

 

 

 

     For the six months ended June 30, 2010 and 2009

 

 

 

 F-3

 

 

 

 

 

Notes to Financial Statements:

 

 

 

 

     June 30, 2010

 

 

 

 F-4








HITOR GROUP, INC.

 (Formerly NANO-JET, CORP.)

 (A development stage enterprise)

 Balance Sheet

 Restated

 

 

 (unaudited)

 

 (audited)

 

 

 June 30,

 

 December 31,

 

 

2010

 

2009

 

 

 

 

 

ASSETS

 

 

 

 

  Current assets:

 

 

 

 

    Cash

 

 $           3,142

 

 $           4,419

    Funds held in trust, Attorney

 

                  -   

 

                   -   

    Accounts receivable

 

 

 

                   -   

    Shareholder Receivable

 

                  -   

 

                   -   

    Inventory

 

            75,968

 

            75,968

      Total current assets

 

            79,110

 

            80,387

 

 

 

 

 

 Fixed Assets

 

 

 

 

     Furniture and Equipment

 

              8,936

 

              8,936

     Computer Equipment

 

              4,454

 

              4,454

     Leasehold Improvements

 

            20,904

 

            20,904

 Total Fixed Assets

 

            34,294

 

            34,294

 Less Accumulated Depreciation

 

           (14,926)

 

           (10,110)

 Net Fixed Assets

 

            19,368

 

            24,184

 

 

 

 

 

Other Assets

 

 

 

 

    Deposits

 

                  -   

 

                   -   

    Goodwill

 

                  -   

 

                   -   

 Total Other Assets

 

                  -   

 

                   -   

      Total assets

 

 $         98,478

 

 $        104,571

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

  Current liabilities:

 

 

 

 

    Accounts payable and accrued expenses

 

 $         44,503

 

 $          39,293

    Convertible Notes Payable

 

          421,000

 

           400,000

    Deposit

 

          150,000

 

           150,000

    Notes payable

 

            65,446

 

            48,561

    Advance from Lantz Financial, Inc.

 

            24,500

 

            24,500

      Total current liabilities

 

          705,449

 

           662,354

 

 

 

 

 

  Long-term  liabilities:

 

 

 

 

 

 

 

 

 

      Total long-term liabilities

 

                    -

 

                     -

 

 

 

 

 

      Total liabilities

 

          705,449

 

           662,354

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

  Common stock, $.001 par value, 100,000,000 authorized,

 

 

 

 

  62,855,000 and 41,684,633 shares issued and outstanding

 

            62,855

 

            41,685

  Capital in excess of par value

 

          844,514

 

           845,684

  Deficit accumulated during the development stage

 

      (1,514,340)

 

       (1,445,152)

      Total stockholders' deficit

 

         (606,971)

 

         (557,783)

      Total liabilities and stockholders' deficit

 

 $         98,478

 

 $        104,571




The accompanying notes are an integral part of these statements.

F-1






HITOR GROUP, INC.

 (Formerly NANO-JET, CORP.)

 (A development stage enterprise)

 Statements of Operations

 Restated

Unaudited

 

 

 Cumulative,

 

 

 

 

 

 

 

 

 

 

 Inception,

 

 

 

 

 

 

 

 

 

 

 July 15,

 

 Three Months

 

 Three Months

 

 Six Months

 

 Six Months

 

 

 2005 Through

 

 Ended  

 

 Ended

 

 Ended

 

 Ended

 

 

 June 30,

 

 June 30,

 

 June, 30

 

 June 30,

 

 June 30,

 

 

2010

 

2010

 

2009

 

2010

 

2009

 

 

 

 

 

 

 

 

 

 

 

Sales

 

 $         31,723

 

 $                -   

 

 $                -   

 

 $                -   

 

 $           2,701

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

            49,579

 

                    -

 

                    -

 

                    -

 

                107

 

 

 

 

 

 

 

 

 

 

 

Cost of Sales

 

           (17,856)

 

                    -

 

                    -

 

                    -

 

              2,594

 

 

 

 

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

 

 

 

 

 

  Salaries

 

          228,693

 

                  -   

 

                  -   

 

                  -   

 

              3,300

  Depreciation

 

            14,926

 

              1,066

 

              1,066

 

              4,816

 

              2,026

  Legal and professional

 

          724,282

 

            15,002

 

                130

 

            36,787

 

              5,678

  Marketing and Advertising

 

            60,625

 

                  -   

 

                261

 

                  -   

 

                351

  Insurance

 

            31,630

 

                  -   

 

                  -   

 

                942

 

                  44

  Communications

 

            38,142

 

              1,468

 

              1,381

 

              5,481

 

              3,119

  Rent

 

            78,254

 

              2,050

 

                450

 

              4,150

 

              4,133

  Other general and administrative

 

          250,166

 

              6,207

 

              4,357

 

            16,512

 

            11,797

    Total operating expenses

 

        1,426,718

 

            25,793

 

              7,645

 

            68,688

 

            30,448

    (Loss) from operations

 

      (1,444,574)

 

           (25,793)

 

            (7,645)

 

           (68,688)

 

           (27,854)

 

 

 

 

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

 

 

 

 

  Interest Income

 

              4,617

 

                  -   

 

 

 

                  -   

 

                  -   

  Interest (expense)

 

           (74,383)

 

               (500)

 

            (1,450)

 

               (500)

 

            (1,450)

    (Loss) before taxes

 

      (1,514,340)

 

           (26,293)

 

            (9,095)

 

           (69,188)

 

           (29,304)

 

 

 

 

 

 

 

 

 

 

 

Provision (credit) for taxes on income

 

                  -   

 

                  -   

 

                  -   

 

                  -   

 

                  -   

    Net (loss)

 

 $    (1,514,340)

 

 $        (26,293)

 

 $          (9,095)

 

 $        (69,188)

 

 $        (29,304)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

 

 

 

 $           (0.00)

 

 $           (0.00)

 

 $           (0.00)

 

 $           (0.00)

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

      62,539,449

 

      41,684,633

 

      62,539,449

 

      41,684,633



The accompanying notes are an integral part of these statements.

F-2





HITOR GROUP, INC.

 (Formerly NANO-JET, CORP.)

 (A development stage enterprise)

 Statements of Cash Flows

 Unaudited

 

 

 Cumulative,

 

 

 

 

 

 

 Inception,

 

 

 

 

 

 

 July 15,

 

 Six Months

 

 Six Months

 

 

 2005 Through

 

 Ended

 

 Ended

 

 

 June 30,

 

 June 30,

 

 June 30,

 

 

2010

 

2010

 

2009

 Cash flows from operating activities:

 

 

 

 

 

 

  Net (loss)

 

 $    (1,514,340)

 

 $        (69,188)

 

 $        (29,304)

 Adjustments to reconcile net (loss) to cash  

 

 

 

 

 

 

   provided (used) by developmental stage activities:

 

 

 

 

 

    Common stock issued for services

 

          181,006

 

 

 

 

     Effects of reverse merger with LFG

 

            (8,636)

 

 

 

 

     Depreciation and Amortization

 

            14,926

 

              4,816

 

              2,025

   Change in current assets and liabilities:  

 

 

 

 

 

 

     Funds held in trust, Attorney

 

 

 

                  -   

 

                  -   

     Inventory

 

           (75,968)

 

 

 

                107

      Accounts receivable

 

 

 

                  -   

 

                  -   

     Deposits

 

          150,000

 

                  -   

 

                  -   

     Accounts payable and accrued expenses

 

            44,503

 

              5,210

 

 

       Net cash flows from operating activities

 

      (1,208,509)

 

           (59,162)

 

           (27,172)

 Cash flows from investing activities:

 

 

 

 

 

 

     Purchase of fixed assets

 

           (34,295)

 

                  -   

 

                  -   

     Website development costs incurred

 

 

 

 

 

 

       Net cash flows from investing activities

 

           (34,295)

 

                  -   

 

                  -   

 Cash flows from financing activities:

 

 

 

 

 

 

   Proceeds from sale of common stock

 

          735,000

 

            20,000

 

                  -   

     Proceeds from notes payable

 

            65,446

 

            16,885

 

            28,485

    Convertible Note Payable

 

          421,000

 

            21,000

 

                  -   

   Advance from Lantz Financial, Inc.

 

            24,500

 

 

 

 

       Net cash flows from financing activities

 

        1,245,946

 

            57,885

 

            28,485

       Net cash flows

 

              3,142

 

            (1,277)

 

              1,313

 Cash and equivalents, beginning of period

 

                  -   

 

              4,419

 

                903

 Cash and equivalents, end of period

 

 $           3,142

 

 $           3,142

 

 $           2,216

 

 

 

 

 

 

 

 Supplemental cash flow disclosures:

 

 

 

 

 

 

   Cash paid for interest

 

 $        (74,383)

 

 $            (500)

 

 $                -   

   Cash paid for income taxes

 

                  -   

 

 

 

 




The accompanying notes are an integral part of these statements.

F-3



Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2010

Restated



Note 1 - Organization and summary of significant accounting policies:

Following is a summary of the Company’s organization and significant accounting policies:

Organization and nature of business –Hitor Group Inc., formerly Nano-Jet Corp. (“We,” or “the Company”) is a Nevada corporation incorporated on July 15, 2005. Effective December 6, 2007, the Company changed its name to Hitor Group Inc.  

The Company’s product is anticipated to allow owners and operators of both gasoline and diesel powered vehicles to potentially increase fuel efficiency while reducing fuel emissions into the environment. In addition, the Company intends to operate three other subsidiaries. One will focus on oil extraction, transport and storage solutions. The other will focus on alternative powered private and commercial vehicles.  The Company owns a proprietary technology and currently is applying for patents and has hired patent attorneys for this technology worldwide

Basis of presentation – Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to development stage enterprises.  Changes in classification of 2009 amounts have been made to conform to current presentations.

Use of estimates -The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.  

Cash and cash equivalents -For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.


Inventory – Inventory is recorded at lower of cost or market, cost is computed on a first-in first-out basis.  The inventory consists of imported parts.


Property and Equipment – The Company values its investment in property and equipment at cost less accumulated depreciation.  Depreciation is computed primarily by the straight line method over the estimated useful lives of the assets ranging from five to thirty-nine years.    

Fair value of financial instruments and derivative financial instruments – We have adopted Accounting Standards Codification regarding Disclosure About Derivative Financial Instruments and Fair Value of Financial Instruments. The carrying amounts of cash, accounts payable, accrued expenses, and other current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates.  We do not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of foreign exchange, commodity price or interest rate market risks.  

Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Accounting Standards Codification regarding Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of





Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2010

Restated



existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  Deferred taxes are provided for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.

Net income per share of common stock – We have adopted Accounting Standards Codification regarding Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation.  In the accompanying financial statements, basic earnings per share of common stock is computed by dividing net income by the weighted average number of shares of common stock outstanding during the period.  We do not have a complex capital structure requiring the computation of diluted earnings per share.  

Note 2 – Restated Statements:

The Company has restated their statements for a 1:5 to 1 stock split that was completed in April of 2010.  The company has adjusted the shares and restated the earnings per share.  The Quarterly statements for June 30, 2010, September 30, 2010, March 31, 2011 and June 30, 2012 have been restated.  The Company has also restated the December 31, 2010 audited statement.


The following table represents the restated statements for earnings per share:


 

Restated

 

Original

June 30, 2010

$0.00

 

$0.00


Shares Outstanding

62,855,000

 

41,684,633

 

 

 

 

Note 3 - Uncertainty, going concern:

At June 30, 2010, we were engaged in a business and had suffered losses from development stage activities to date. In addition, current liabilities exceed current assets, and we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.  No amounts have been recorded in the accompanying financial statements for the value of officers’ services, as it is not considered material.   

These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 4 – Advance from Lantz Financial, Inc.:

On March 6, 2006, April 20, 2005 and November 28, 2005, we obtained loans of $10,000, $8,500 and $6,000 respectively from Lantz Financial, Inc., a Panamanian company.  Lantz is a non-affiliate of the Company (not associated with any officer, director, or 5% shareholder). The loans are not evidenced by a note, do not bear interest, and are unsecured. They are due on demand.  The lender has indicated that it may want to convert the debt into shares in the future, but there is no agreement to that effect and no understanding as to any other terms.





Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2010

Restated



Note 5 - Federal income tax:

We follow Accounting Standards Codification regarding Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and (b) net operating loss carryforwards. No net provision for refundable Federal income tax has been made in the accompanying statement of loss because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.


The provision for refundable Federal income tax consists of the following:

12/31/2008

12/31/2009

Refundable Federal income tax attributable to:

Current operations

  $(116,736)

 $( 49,446)

Less, Nondeductible expenses

         -0-

        -0-

-Less, Change in valuation allowance

     116,736

     49,446

 Net refundable amount

         -0-                    -0-


The cumulative tax effect at the expected rate of 34% of significant items comprising our net deferred tax amount  is as follows:

 12/31/2008

   12/31/08

Deferred tax asset attributable to:

 Net operating loss carryover

   $441,905  

  $ 491,351

Less, Valuation allowance

   ( 441,905)

  (  491,351)

 Net deferred tax asset

        -0-                      -0-

At December 31, 2009, an unused net operating loss carryover approximating $1,445,152 is available to offset future taxable income; it expires beginning in 2018.  Due to the change of control of the Company, the use of the net operating loss may be limited in the future.   

Note 6 – Cumulative sales of stock:

Since its inception, we have issued shares of common stock as follows:


On July 15, 2005, the Company issued 81,005,000 founder shares for services rendered in the amount of $81,005.


On September 30, 2006 the Company completed a reverse merger with LFG International, Inc.  The Company issued 67,133 shares for the outstanding shares of LFG International, Inc.  As part of the recapitalization of the reverse merger the Company rolled forward a reverse 2:1 stock split.  The effect of this reverse split was a reduction of the outstanding shares of 40,435,367.


On June 19, 2007, the Company’s convertible notes payable were called.  The company issued 1,000,000 shares in exchange for $700,000 of the convertible notes.


On July 12, 2007 the Company issued 100,000 shares of common stock in exchange for consulting services rendered.


On March 31, 2008 the Company issued 15,000 shares of common stock for $15,000.






Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2010

Restated




On February 26, 2010 the Company issued 20,000 shares of common stock for $20,000.


In April 2010, the Company initiated a 1:1.5 stock split.  The Company did not change the par value per share.


Note 7 – Convertible Notes Payable:

On December 12, 2006 the Company issued a convertible notes payable in the amount of $300,000.  $200,000 of the loan was advanced in December, 2006.  In March 2007, the additional $100,000 was received.  The note is due one year from the date of issue and bears interest at the rate of 5% per annum compounded annually.  The terms of the note allow the holder to convert the note into shares of the company’s stock at the rate of one share per $1 of debt including unpaid interest.  The balance of the convertible notes payable at December 31, 2008 was $300,000.


The Company issued additional convertible notes payable in July of 2009 in the amount of $100,000.  The note is due one year from the date of issue and bears interest at a rate of 5% per annum compounded annually.  The terms of the note allow the holder to convert the note into shares of the Company’s stock at a rate of one share per $1 of debt including unpaid interest.  The balance of this note is $100,000 at December 31, 2009.


The Company issued additional convertible notes payable in March of 2010 in the amount of $21,000.  These notes are due one year from the date of issue and bears interest at a rate of 15% per annum compounded annually.  The terms of the notes allows the holder to convert the note into shares of the Company’s stock at a rate of: a 50% discount of the market-makers best bid price or $0.10 per share.


Note 8 – Stock Subscriptions

On March 22, 2007 the Company issued a stock subscription in the amount of $700,000.  The subscription is for 1,000,000 shares at a rate of $0.70 per share.  Among other provisions the subscription holder has exclusive selling rights to the Company’s product in Poland and responsibilities to sell preset amounts of product.


Note 9 - New accounting pronouncements:

In May 2008, the Accounting Standards Codification issued 944, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of Accounting Standards Codification 944”.  Accounting Standards Codification 944 clarifies how Accounting Standards Codification 944 applies to financial guarantee insurance contracts, including the recognition and measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. Accounting Standards Codification 944.20.15 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. Accounting Standards Codification 944 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.


In March 2008, the Accounting Standards Codification issued 815, Disclosures about Derivative Instruments and Hedging Activities—an amendment of Accounting Standards Codification 815.  This standard requires companies to provide enhanced disclosures about (a) how and why an entity uses derivative instruments, (b) how derivative instruments and related hedged items are accounted for under 815 and its related interpretations, and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. This Statement is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged. The Company has not






Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2010

Restated



yet adopted the provisions of Accounting Standards Codification 815, but does not expect it to have a material impact on its consolidated financial position, results of operations or cash flows.


 In December 2007, the SEC issued Staff Accounting Bulletin (SAB) No. 110 regarding the use of a "simplified" method, as discussed in SAB No. 107 (SAB 107), in developing an estimate of expected term of "plain vanilla" share options in accordance with SFAS No. 123 (R), Share-Based Payment.  In particular, the staff indicated in SAB 107 that it will accept a company's election to use the simplified method, regardless of whether the company has sufficient information to make more refined estimates of expected term. At the time SAB 107 was issued, the staff believed that more detailed external information about employee exercise behavior (e.g., employee exercise patterns by industry and/or other categories of companies) would, over time, become readily available to companies. Therefore, the staff stated in SAB 107 that it would not expect a company to use the simplified method for share option grants after December 31, 2007. The staff understands that such detailed information about employee exercise behavior may not be widely available by December 31, 2007.


In December 2007, the Accounting Standards Codification 815.10.65, Noncontrolling Interests in Consolidated Financial Statements—an amendment of Accounting Standards Codification 810.  This statement amends Accounting Standards Codification  810.10.65 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement improves comparability by eliminating that diversity. This statement is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008 (that is, January 1, 2009, for entities with calendar year-ends). Earlier adoption is prohibited. The effective date of this statement is the same as that of the related Accounting Standards Codification 805 (revised 2007). The Company will adopt this Statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.


In December 2007, the Accounting Standards Codification, issued Accounting Standards Codification 805 (revised 2007), Business Combinations.’  This Statement establishes principles and requirements for how the acquirer: (a) recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any noncontrolling interest in the acquiree; (b) recognizes and measures the goodwill acquired in the business combination or a gain from a bargain purchase; and (c) determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. This statement applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. An entity may not apply it before that date. The effective date of this statement is the same as that of the related Accounting Standards Codification 810, Noncontrolling Interests in Consolidated Financial Statements.  The Company will adopt this statement beginning March 1, 2009. It is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.







Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2010

Restated



In February 2007, the Accounting Standards Codification, issued Accounting Standards Codification 810, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of Accounting Standards Codification 320.  This standard permits an entity to choose to measure many financial instruments and certain other items at fair value. This option is available to all entities. Most of the provisions in Accounting Standards Codification 810 are elective; however, an amendment to Accounting Standards Codification 320 Accounting for Certain Investments in Debt and Equity Securities applies to all entities with available for sale or trading securities. Some requirements apply differently to entities that do not report net income. Accounting Standards Codification 810 is effective as of the beginning of an entities first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of SFAS No. 157 Fair Value Measurements.  The Company will adopt Accounting Standards Codification 810 beginning March 1, 2008 and is currently evaluating the potential impact the adoption of this pronouncement will have on its consolidated financial statements.


In September 2006, the Accounting Standards Codification issued Accounting Standards Codification 820, Fair Value Measurements  This statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles (GAAP), and expands disclosures about fair value measurements. This statement applies under other accounting pronouncements that require or permit fair value measurements, the Board having previously concluded in those accounting pronouncements that fair value is the relevant measurement attribute. Accordingly, this statement does not require any new fair value measurements. However, for some entities, the application of this statement will change current practice. This statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. Earlier application is encouraged, provided that the reporting entity has not yet issued financial statements for that fiscal year, including financial statements for an interim period within that fiscal year. The Company will adopt this statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.













Item 2. Plan of Operation

Hitor Group (formerly Can/Am Auto sales, Inc., LFG International, Inc. and Nano-Jet Corp) ("Hitor Group" or the “Company”), is a development stage company with limited operations, limited revenue, limited financial backing and limited assets. The original plan was to market used cars through the internet and auto trade magazines to individuals in the U.S. and Canada.

The following plan of operation should be read in conjunction with June 30, 2010, financial statements and the related notes elsewhere in this report. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Our actual results and the timing of certain events could differ materially from those anticipated in these forward-looking statements as a result of certain factors.

As of June 30, 2010, Hitor Group had $3,142 cash on hand.  Development stage net loss for the quarter ended June 30, 2010, was $26,923 compared to $9,095 for the quarter ended June 30, 2009. The loss for the quarter ended June 30, 2010, consisted primarily of legal and accounting expenses, in addition to marketing expenses, incident to the company's development stage activities, with no sales revenues for the quarter ended.

1.

Overview


Hitor Group, through its three subsidiaries will market to the American and International trucking and automobile parts distribution companies as well as to oil companies and alternative fuel vehicle distributors. It is not the intent of the Company to market directly to the consumer, but rather through distribution channels in the oil, truck, automobile and motorcycle industry. The Company will educate these groups about the benefits of a Hitor Group fuel saving device as well as our other products. Hitor Group expects to form licensing arrangements with Original Equipment Manufacturers (OEMs) having high brand recognition in the vehicle marketplace.


2.

Marketing Strategies


Hitor Group’s primary market is the American trucking companies, automobile manufacturers and international trucking and automobile makers. In addition, Hitor Group plans to market to oil companies as well as alternate fuel vehicle distributors. Hitor Group expects that the success of its products will depend, in part, upon the Company increasing the speed and effectiveness with which it educates the consumer in order to capture more market share.  The Company plans to do this by attempting to implement one or more of the following strategies:

·

Producing online video and audio commercials that demonstrate the superior performance and fuel efficiency of Hitor Group products;

·

Enlisting a well-known high performance automobile driver, who can be the marketing face of the company to both the recreational and commercial automotive user;








·

Implementing a concurrent advertising campaign using both web and print versions of major publishers like Motor Trend, Road and Track and national newspapers and trucking magazines.

·

Seek to get product evaluators at automobile, truck and motorcycle magazines to evaluate and write articles about Hitor Group and its multiple lines of products.

·

Intentionally form relationships with reporters interested in automobile fuel efficiency with the goal of increasing the media examination of the issues associated with traditional fossil fuel consumption;

·

Increasing the direct response to Hitor Group’s website by strategic search engine registrations, increased links, and an email marketing campaign;

·

Adding video content to Hitor Group’s commercial website so visitors experience a educational video presentation on the fuel efficiency and performance benefits of Hitor Group products as well as testimonials from consumers;

·

Training a sales staff whose mission will be to educate trucking companies, automobile parts distributors and motorcycle manufacturers of the benefits of Hitor Group for its customers;.

·

Create corporate communications productions for online distribution to both educate and promote oil extraction products.


b. In addition to marketing techniques that effectively educate and lead the petroleum industry, and the trucking and automobile companies to buy Hitor Group products, Hitor Group will also pursue strategic alliances with one or more major OEMs via licensing agreements to represent products supported by Hitor Group.  These OEMs will have wide brand recognition, excellent financial health and resources, an established presence in international markets, and a track record of honoring its licensing agreements.  The benefits of forming a licensing relationship with a major OEM include:

·

Lower financial risk due to shared costs;

·

Lower business risk because of the prior success;

·

Immediate brand recognition and acceptance;

·

Facilitates acceptance of Hitor Group’s new technology;

·

Access to new distribution channels;

·

Ease of entry into international markets of the OEM’s;

·

Platform for ease of entry of future Hitor Group products;

·

Ability to focus on R&D of future products;

·

Provides greater protection of intellectual property;

·

Quickens the pace toward becoming a market standard.

An effective OEM licensing relationship will result in higher marketplace visibility for Hitor Group, reduce the Company’s costs of marketing, and speed up marketing for world consumption.








3. Website

  

The Hitor Group website will act as a centerpiece to operations. Hitor Group expects to further build out its website, which will be accessed by member password for trucking companies and distributors such as auto parts companies. The website will form a hub for its Internet community which will also include motorcycle parts distributors as well as oil extraction products. The website will be technically viewed as a portal to all of Hitor Group’s product lines. The site will also provide an arena for ongoing communication among users, testimonials, etc. Online information will be available to members in a highly intuitive format.


Item 4T. Controls and procedures


Evaluation of Disclosure Controls and Procedures


Our Chief Executive Officer and Chief Financial Officer, after evaluating the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)), have concluded that, as of June 30, 2010, our disclosure controls and procedures were not effective in providing reasonable assurance that information we are required to disclose in reports we file is recorded, processed, summarized and reported within the periods specified.


Specifically, we have noted the following material weaknesses and significant deficiencies in our internal controls over financial reporting and disclosure:


· we do not have sufficient segregation of duties in our day-to-day operations and have not implemented compensating controls to offset the material weaknesses noted;

· we have noted material weaknesses with respect to our financial reporting process, most notably our internal audit functions;

·

We have noted material weaknesses with respect to our corporate governance and control environment, as noted by restatements of our financial statements from June 30, 2010, to June 30, 2011, to reflect a 1:5 to 1 stock split that was completed in April of 2010.  The Company has adjusted the shares and restated the earnings per share.  


Changes in Internal Control Over Financial Reporting


There were no changes in our internal control over financial reporting during the three months ended June 30, 2010, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.


Due to the material weaknesses and significant deficiencies noted above, management and the Board of Directors are currently working to remediate all noted weaknesses and deficiencies.  


Part II – Other Information

Item 6. Exhibits
The following documents are attached as exhibits hereto.

Exhibit No.

Document

Location










31

Certification of the Chief Financial Officer of the Company as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

Included

32

Certification of the Chief Executive Officer and Chief Financial Officer of the Company pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Included





SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

HITOR GROUP, INC.

/s/ Ken Martin

By: Ken Martin

Its: CEO

Date:  

November 14, 2011