SECURIITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended:
December 31, 2011
Commission File No. 333-103986
HITOR GROUP, INC.
(Exact name of registrant as specified in its charter)
(State of other jurisdiction of incorporation or organization)
(IRS Employer Identification No.)
6513 132nd Ave NE #376
Kirkland, WA 98033
(Address of principal executive offices)
Registrants telephone number:(206 229 4188)
Securities registered under Section 12(b) of the Exchange Act:
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.001
Indicate by check mark if the registrant is a well known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on tis corporate Website, 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).
[X] Yes [ ] No
Indicate by check if disclosure of delinquent filers in response to Item 405 or Regulation SK (229.405 of this chapter) is not contained herein, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10K or any amendment to this Form 10K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer an accelerated filer, or a smaller reporting company. See the definitions of the large accelerated filer accelerate filer, and smaller reporting company in Rule 12b 2 of the Exchange Act.
Large Accelerated Filer [ ]
Accelerated Filer [ ]
Non Accelerated Filer [ ]
Smaller reporting company [X]
Indicate by checkmark whether the registrant is a shell company (as defined in Rule 12b 2 of the Exchange Act).
[ ] Yes
[ X ] No
State the aggregate market value of the voting and non voting common equity held by non affiliates computed by reference to the price at which the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days.
As of April 9, 2012, there were 65,688,218 shares of registrants common stock issued and outstanding, of which 42,638,218 shares were held by non affiliates. As of June 30, 2011, the average bid and ask price of the companys common stock was $0.24. The aggregate market value of the voting and non-voting common equity held by non-affiliates as of June 30, 2011, was $10,233,172.32.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated herein by reference.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
Certain statements in this annual report on Form 10 K contain or may contain forward looking statements that are subject to known and unknown risks, uncertainties and other factors which may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. These forward looking statements were based on various factors and were derived utilizing numerous assumptions and other factors that could cause our actual results to differ materially from those in the forward looking statements. These factors include, but are not limited to, our ability to consummate a merger or business combination, economic, political and market conditions and fluctuations, government and industry regulation, interest rate risk, U.S. and global competition, and other factors. Most of these factors are difficult to predict accurately and are generally beyond our control. You should consider the areas of risk described in connection with any forward looking statements that may be made herein. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date of this report. Readers should carefully review this annual report in its entirety, including but not limited to our financial statements and the notes thereto. Except for our ongoing obligations to disclose material information under the Federal securities laws, we undertake no obligation to release publicly any revisions to any forward looking statements, to report events or to report the occurrence of unanticipated events.
This Amendment No. 2 to the Annual Report on Form 10-K/A (the Amendment) amends the Annual Report on Form 10-K of Hitor Group, Inc. (the Company) for the year ended December 31, 2011 (the Original Filing), that was originally filed with the U.S. Securities and Exchange Commission on April 17, 2012. The Amendment is being filed solely to correct disclosures on the cover page of the Original Filing to indicate the shares of stock registered under Section 12(g) of the Securities Exchange Act..
Except as described above, the Amendment does not modify or update the disclosures presented in, or exhibits to, the Original Filing, or subsequent amendments, in any way. Those sections of the Original Filing that are unaffected by the Amendment are not included herein. The Amendment continues to speak as of the date of the Original Filing. Furthermore, the Amendment does not reflect events occurring after the filing of the Original Filing. Accordingly, the Amendment should be read in conjunction with the Original Filing, as well as the Companys other filings made with the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act subsequent to the filing of the Original Filing.
Pursuant to the requirements of Section 13 or 15(d) 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
President, Chief Executive Officer, Director
Dated May 18, 2012
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
/s/ Ken Martin
Chief Executive Officer,
Chief Accounting Officer,
Dated: May 18, 2012
/s/ Harald Hartz
Date: May 18, 2012
/s/ Lin Xiao
May 18, 2012