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

SECURIITES AND EXCHANGE COMMISSION


Washington, D.C. 20549


Form 10Q


Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly period ended March 31, 2012


Commission File No.  333-103986


HITOR GROUP, INC.

(Exact name of registrant as specified in its charter)


Nevada

98-0384073

(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


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 t6he registrant was required to submit and post such files).

[x]  Yes  [  ]  No


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


As of March 31, 2012, there were 69,231,218 issued and outstanding shares of the Company’s 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 March 31, 2012, with the Securities and Exchange Commission (the “SEC”) on May 21, 2012 (the “Original Filing”). The purpose of this is to include a consulting agreement not previously disclosed.  The agreement was effective on March 2, 2012, and will result in the restatement of the March 31, 2012 and June 30, 2012, financial statements.  The agreement was for ongoing consulting and support assistance for marketing the Company’s products.  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,” as they pertain to the Notes to Financial Statements only, 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 March 31, 2012 and June 30, 2012.  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


Item 1.  Financial Statements.




HITOR GROUP, INC.

 (Formerly NANO-JET, CORP.)

 Index to Financial Statements

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet:

 

 

 

 

    March 31, 2012 and December 31, 2011

 

 

 

 F-1

 

 

 

 

 

Statements of Operations:

 

 

 

 

     For the three months ended March 31, 2012 and 2011

 

 

 

 F-2

 

 

 

 

 

Statements of Cash Flows:

 

 

 

 

     For the three months ended March 31, 2012 and 2011

 

 

 

 F-3

 

 

 

 

 

Notes to Financial Statements:

 

 

 

 

     March 31, 2012

 

 

 

 F-4






HITOR GROUP, INC.

 (Formerly NANO-JET, CORP.)

 (A development stage enterprise)

 Balance Sheet

 

 

 

 

 

 

 

 (unaudited / restated)

 

 (audited)

 

 

 March 31,

 

 December 31,

 

 

2012

 

2011

 

 

 

 

 

ASSETS

 

 

 

 

  Current assets:

 

 

 

 

    Cash

 

 $         93,822

 

 $        109,402

    Prepaid Expenses

 

          316,894

 

                   -   

    Accounts receivable

 

                  -   

 

                   -   

    Shareholder Receivable

 

                  -   

 

                   -   

    Inventory

 

            75,968

 

            75,968

      Total current assets

 

          486,684

 

           185,370

 

 

 

 

 

 Fixed Assets

 

 

 

 

     Furniture and Equipment

 

              8,936

 

              8,936

     Computer Equipment

 

              5,617

 

              5,617

     Leasehold Improvements

 

                  -   

 

                   -   

 Total Fixed Assets

 

            14,553

 

            14,553

 Less Accumulated Depreciation

 

           (14,104)

 

           (13,038)

 Net Fixed Assets

 

                449

 

              1,515

 

 

 

 

 

Other Assets

 

 

 

 

    Deposits

 

                  -   

 

                   -   

    Goodwill

 

                  -   

 

                   -   

 Total Other Assets

 

                  -   

 

                   -   

      Total assets

 

 $        487,133

 

 $        186,885

 

 

 

 

 

 

 

 

 

 

LIABILITIES

 

 

 

 

  Current liabilities:

 

 

 

 

    Accounts payable and accrued expenses

 

 $        149,715

 

 $        150,213

    Convertible Notes Payable

 

          411,252

 

           400,000

    Deposit

 

          150,000

 

           150,000

    Notes payable

 

            72,489

 

            81,270

    Advance from Lantz Financial, Inc.

 

            24,500

 

            24,500

      Total current liabilities

 

          807,956

 

           805,983

 

 

 

 

 

  Long-term  liabilities:

 

 

 

 

 

 

 

 

 

      Total long-term liabilities

 

                    -

 

                     -

 

 

 

 

 

      Total liabilities

 

          807,956

 

           805,983

 

 

 

 

 

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

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

 

 

 

 

  69,231,218 and 65,688,218 shares issued and outstanding

 

            69,231

 

            65,688

  Capital in excess of par value

 

        1,580,296

 

        1,163,363

  Deficit accumulated during the development stage

 

      (1,970,350)

 

       (1,848,149)





      Total stockholders' deficit

 

         (320,823)

 

         (619,098)

      Total liabilities and stockholders' deficit

 

 $        487,133

 

 $        186,885




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

Unaudited

 

 

 (restated)

 

 

 

 

 

 

 Cumulative,

 

 

 

 

 

 

 Inception,

 

 

 

 

 

 

 July 15,

 

 (restated)

 

 

 

 

 2005 Through

 

 Three months

 

 Three months

 

 

 March 31,

 

 March 31,

 

 March 31,

 

 

2012

 

2012

 

2011

 

 

 

 

 

 

 

Sales

 

 $         31,723

 

 $                -   

 

 $                -   

 

 

 

 

 

 

 

Cost of Sales

 

            49,579

 

                    -

 

                    -

 

 

 

 

 

 

 

Cost of Sales

 

           (17,856)

 

                    -

 

                    -

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

 

  Salaries

 

          228,693

 

                  -   

 

                  -   

  Depreciation

 

            22,388

 

              1,066

 

              1,066

  Legal and professional

 

          898,360

 

            22,710

 

            28,225

  Marketing and Advertising

 

          134,040

 

            60,143

 

              1,100

  Insurance

 

            31,935

 

                105

 

                  66

  Communications

 

            44,660

 

              2,400

 

                743

  Rent

 

            94,254

 

              2,000

 

              1,000

  Other general and administrative

 

          317,735

 

            22,385

 

              6,388

    Total operating expenses

 

        1,772,065

 

          110,809

 

            38,588

    (Loss) from operations

 

      (1,789,921)

 

         (110,809)

 

           (38,588)

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

  Interest Income

 

              4,617

 

                  -   

 

                  -   

  Loss on disposition of assets

 

           (12,620)

 

 

 

 

  Interest (expense)

 

         (172,426)

 

           (11,392)

 

            (6,288)

    (Loss) before taxes

 

      (1,970,350)

 

         (122,201)

 

           (44,876)

 

 

 

 

 

 

 

Provision (credit) for taxes on income

 

                  -   

 

                  -   

 

                  -   

    Net (loss)

 

 $    (1,970,350)

 

 $      (122,201)

 

 $        (44,876)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

 

 

 

 $           (0.00)

 

 $           (0.00)

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

      69,231,218

 

      41,979,500







The accompanying notes are an integral part of the statements.




F-2





HITOR GROUP, INC.

 (Formerly NANO-JET, CORP.)

 (A development stage enterprise)

 Statements of Cash Flows

 Unaudited

 

 

 (restated)

 

 

 

 

 

 

 Cumulative,

 

 

 

 

 

 

 Inception,

 

 

 

 

 

 

 July 15,

 

 

 

 

 

 

 2005 Through

 

 (restated)

 

 

 

 

 March 31,

 

 March 31,

 

 March 31,

 

 

2012

 

2012

 

2011

 Cash flows from operating activities:

 

 

 

 

 

 

  Net (loss)

 

 $    (1,970,350)

 

 $      (122,201)

 

 $        (44,876)

 Adjustments to reconcile net (loss) to cash  

 

 

 

 

 

 

   provided (used) by developmental stage activities:

 

 

 

 

 

    Common stock issued for services

 

          184,549

 

              3,543

 

 

     Effects of reverse merger with LFG

 

            (8,636)

 

 

 

 

     Depreciation and Amortization

 

            22,388

 

              1,066

 

              1,066

      Loss on sale of assets

 

            12,620

 

 

 

 

   Change in current assets and liabilities:  

 

 

 

 

 

 

     Funds held in trust, Attorney

 

 

 

                  -   

 

                  -   

     Inventory

 

           (75,968)

 

 

 

                  -   

      Accounts receivable

 

 

 

                  -   

 

                  -   

     Prepaid expenses

 

         (316,894)

 

         (316,894)

 

 

     Deposits

 

          150,000

 

                  -   

 

                  -   

     Accounts payable and accrued expenses

 

          149,715

 

               (498)

 

            16,288

       Net cash flows from operating activities

 

      (1,852,576)

 

         (434,984)

 

           (27,522)

 Cash flows from investing activities:

 

 

 

 

 

 

     Purchase of fixed assets

 

           (35,457)

 

 

 

                  -   

     Website development costs incurred

 

 

 

 

 

 

       Net cash flows from investing activities

 

           (35,457)

 

                  -   

 

                  -   

 Cash flows from financing activities:

 

 

 

 

 

 

   Proceeds from sale of common stock

 

        1,473,614

 

          416,933

 

 

     Proceeds/(payments) from notes payable

 

            72,489

 

            (8,781)

 

            (2,622)

    Convertible Note Payable, net of discount

 

          411,252

 

            11,252

 

            (2,000)

   Advance from Lantz Financial, Inc.

 

            24,500

 

 

 

 

       Net cash flows from financing activities

 

        1,981,855

 

          419,404

 

            (4,622)

       Net cash flows

 

            93,822

 

           (15,580)

 

           (32,144)

 Cash and equivalents, beginning of period

 

                  -   

 

          109,402

 

            38,558

 Cash and equivalents, end of period

 

 $         93,822

 

 $         93,822

 

 $           6,414

 

 

 

 

 

 

 

 Supplemental cash flow disclosures:

 

 

 

 

 

 

   Cash paid for interest

 

 $      (172,426)

 

 $        (11,392)

 

 $          (5,210)

   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)

Restated Notes to Financial Statements

March 31, 2012



Note 1 - Organization and summary of significant accounting policies:

In the opinion of management, all adjustments considered necessary for a fair presentation, consisting solely of normal recurring adjustments, have been made.  Operating results for the three months ended March 31, 2012 are not necessarily indicative of the results that may be expected for the year ending December 31, 2012.

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.

The Company is also in the process of substantially changing their business plan.  The company will operate two distinct sections, the one that allows fuel and energy efficiency and a new telecom division which will allow the company to offer voice over internet protocol (VoIP).  See note 9 for more.


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 2010 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



Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Restated Notes to Financial Statements

March 31, 2012



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 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 - Uncertainty, going concern:

At March 31, 2012, 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 3 – 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.

Note 4 - 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



Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Restated Notes to Financial Statements

March 31, 2012



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:

12/31/2010

12/31/2011

Refundable Federal income tax attributable to:

Current operations

  $(44,831)

 $( 92,188)

Less, Nondeductible expenses

         -0-

        -0-

-Less, Change in valuation allowance

     44,831

     92,188

 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:

 12/31/2010

   12/31/11

Deferred tax asset attributable to:

 Net operating loss carryover

   $536,183  

  $ 628,371

Less, Valuation allowance

   ( 536,183)

  (  628,371)

 Net deferred tax asset

        -0-                      -0-

At December 31, 2011, an unused net operating loss carryover approximating $1,848,149 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 5 – 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.


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


On December 22, 2010 the Company issued 275,000 shares of common stock for $55,000.


In September and October of 2011, The Company issued 2,150,000 shares of stock for $244,400.




Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Restated Notes to Financial Statements

March 31, 2012



In December 2011, The Company issued 107,673 as part of a convertible debenture.


During 2012, the Company issued 2,833,218 shares of stock for $266,682.  These issuances are part of convertible debentures that were immediately converted.


During the first quarter of 2012, the Company issued 400,000 shares of stock for $40,000 to two individuals.


Note 6 – 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 March 31, 2012 and December 31, 2011 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 March 31, 2012 and December 31, 2011.


On January 24, 2012, The Company entered into a Note Purchase Agreement with Asher Enterprises, Inc. in which the Company issued to Asher Enterprises a convertible promissory note in the amount of $42,500.  These notes are convertible into shares of the Company’s common stock based on 55% of the lowest trade price in the 10 days pervious to the conversion.  The Notes have a maturity of 10 months and each bear an 8% interest rate.  As of March 31, 2012, the Company has issued and received $42,500.  Additionally, the company recorded the intrinsic value of the 45% discount on conversion factor.  The Company recorded bond discount of $34,773 with a remaining balance at March 31, 2012 of $31,248.


Note 7 – Notes Payable

The Company has a non-interest bearing note payable with one of its officers and shareholders.  The balance of this note at March 31, 2012 was $53,127 and $61,887 at December 31, 2011.


The Company also has a note payable dated September 30, 2010 in the amount of $17,908.  The note carries an interest rate of 12% and a one year maturity rate.  The note is secured by inventory.  


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.


In January 2012, the Company issued a stock option to Makirys Management Group Inc. in the amount of $300,000 or 3,000,000 shares at $0.10 per share.  The incentive is to entice the Company to expand the product lines into different countries and increase the market share in Canada.


Note 9 - New accounting pronouncements:





Hitor Group, Inc.

Formerly Nano-Jet Corp.

(A development stage enterprise)

Restated Notes to Financial Statements

March 31, 2012



In December 2010, the FASB issued updated guidance on when and how to perform certain steps of the periodic goodwill impairment test for public entities that may have reporting units with zero or negative carrying amounts. This guidance is effective for fiscal years, and interim periods within those years, beginning after December 15, 2010, with early adoption prohibited.  The adoption of this standard update did not impact the Company’s consolidated financial statements.

 

In May 2011, the FASB issued guidance to amend certain measurement and disclosure requirements related to fair value measurements to improve consistency with international reporting standards. This guidance is effective prospectively for public entities for interim and annual reporting periods beginning after December 15, 2011, with early adoption by public entities prohibited. The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements.

 

In June 2011, the FASB issued new guidance on the presentation of comprehensive income that will require a company to present components of net income and other comprehensive income in one continuous statement or in two separate, but consecutive statements. There are no changes to the components that are recognized in net income or other comprehensive income under current GAAP. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2011, with early adoption permitted.  The Company is currently evaluating this guidance, but does not expect its adoption will have a material effect on its consolidated financial statements

Note 12 – Marketing Contract and Restatement:

Prior to the issuance of the September 30, 2012 financial statements, management determined that it had not recorded a consulting agreement between Turon Capital Partners, Inc. and the Company. The agreement was effective on March 2, 2012 and will result in a restatement for both the March 31, 2012 and June 30, 2012 financial statements. The agreement between the parties was for ongoing consulting and support assistance for the marketing of all the Company’s products. The term of the agreement is for a period of twelve months but can be canceled by either party with a sixty day written notice by certified/registered mail. Compensation provided to Turon Capital Partners, Inc. was in the form of an issuance of 3,142,750 common shares. Furthermore, the Company has agreed to advance $50,000 upon the approval of a ninety day marketing plan that has yet to be finalized.


The following table represents the effects of the restated statements as of March 31, 2012 and June 30, 2012:


[hitor10qa33112restatedsig002.gif]







Item 3.

Management’s Discussion and Analysis of Financial Condition and Results of Operation


Hitor Group (formerly Can/Am Auto sales, Inc., LFG International, Inc. and Nano Jet Corp) (Hitor Group), 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 the March 31, 2012, unaudited 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, including those set forth under Business and elsewhere in this report.


As of March 31, 2012, Hitor Group had $93,822 cash on hand.  Development stage net loss for the three months ended March 31, 2012, was $122,201, compared to $44,876 for the three months ended March 31, 2011.  The loss for the quarter ended March 31, 2012, consisted primarily of legal and accounting, marketing and advertising and general and administrative expenses incident to the Company’s development stage activities, with a nominal amount of sales revenue.


Business of Hitor Group


Hitor Group owns a proprietary technology, currently is applying for patents and has hired patent attorneys for this technology worldwide.

Most fuels for internal combustion engines are liquid. But liquid fuels do not combust till they are vaporized and mixed with air.

Currently, regulated gas emissions from motor vehicles are unburned hydrocarbon (HC), carbon monoxide (CO), and oxides of nitrogen (NOx). Unburned HC and NOx react in the atmosphere to form photo-chemical smog. Smog is highly oxidizing in the environment and is the prime cause of eye and throat irritation, bad odor, plant damage, and decreased visibility. Oxides of Nitrogen are also toxic. CO impairs blood capability to carry oxygen to the brain, resulting in slower reaction times and impaired judgment.

Fuel mainly consists of hydrocarbons. Groupings of hydrocarbons, when flowing through a magnetic field, change their orientations of magnetization in a direction opposite to that of the magnetic field. The molecules of hydrocarbon change their configuration. At the same time, intermolecular force is considerably reduced or depressed. These mechanisms are believed to help to disperse oil particles and to become finely divided. In addition, hydrogen ions in fuel and oxygen ions in air or steam are magnetized to form magnetic domains, which are believed to assist in atomizing fuel into finer particles.

Generally a liquid or gas fuel used for an internal combustion engine is composed of a set of molecules. Each molecule includes a number of atoms, which is composed of a nucleus and electrons orbiting around their nucleus. The molecules have magnetic moments in themselves, and the rotating electrons cause magnetic phenomena. Thus, positive (+) and negative (-) electric charges exists in the fuel's molecules. For this reason, the fuel particles of the negative and positive electric charges are not split into more minute particles. Accordingly, the fuels are not actively interlocked with oxygen during combustion, thereby causing incomplete combustion. To improve the above, the fuels have been required to be decomposed and ionized. The ionization of the fuel particles is accomplished by the supply of magnetic force from a magnet.

The resultant conditioned fuel/air mixture magnetized in opposite polarities burns more completely, producing higher engine output, better fuel economy, more power and, most importantly, reduces the amount of hydrocarbons, carbon monoxide and oxides of nitrogen in the exhaust. Another benefits is that magnetically charged fuel and air molecules with opposite polarities dissolve carbon build-up in carburetor jets, fuel injectors, and combustion chambers help to clean up the engine and maintain the clean condition. The molecules in the fuel are reduced in size from 300nm to 1 to 3nm (nano meters), thus burning more efficiency and saving fuel. The magnets we use are neodymium rare earth metals. No






other type of magnet will work.

The Company’s Nano-Jet 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, Hitor Group 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.


We have developed different models, including developing a magnetic shield cover for the Nano-Jet. A considerable amount of research in China has been donated by associates and family of Xiao Lin. Hitor has funded the additional models for testing in the US and Canada.


Electric Scooter


Currently, we are working on private label the scooters. We have three EV scooter companies in China with who we are in discussions for an exclusive right to sell. We currently have a long term test on the scooters (almost four years) and have encountered no problems.  However, we have reduced our focus on this program in favor of increased emphasis on the Nano-Jet line of products.


North American Railroads


We have two railroad consultants working with railroads in North America.  We hope to hire sales representative in the next 12 months who will work with our sales manager Mark Smith.


Oil Extraction, Transport and Storage


Our sales consultant who was retained for China and was working towards a significant sale passed away.  We have not yet decided if we will continue to pursue this opportunity.


Competition


Although there are many companies who claim to have developed fuel efficient products and fuel additives, when tested most of these products have not been proven.  Select companies have attempted to produce similar fuel conservation products, but to date, the Company knows of no other company that has developed a solution similar to that belonging to Hitor Groups Product Division.


Marketing and Sales Plan


The Company’s two fold marketing and sales strategy is directed toward establishing immediate technological approval, ultimate penetration and market acceptance within five years of market entry.  The company will first approach trucking companies and truck manufacturers, truck, automobile and motorcycle distributors, as well as wholesalers.


Employees


Other than Hitor’s Directors and Executive Officer, who are currently donating their time to the development of the company, there are no employees of Hitor Group.

Website


The Hitor Group website will act as a centerpiece to operations and in the future Hitor Group will further build out their 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 Groups 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.


In addition, Hitor Group has formed Nano Jet Racing Team, a division of Hitor Group, and will be distributing units that can be installed on motor cycle units through this division, as well as various motorcycle dealerships.  The projected sales forecast incorporates a portion of this potential market.


Going Concern

There is substantial doubt about our ability to continue as a going concern as the continuation of our business is dependent upon the continued financial support from our shareholders, our ability to obtain necessary equity financing to continue operations, and achieving a profitable level of operations. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current shareholders.  We hope to raise additional capital by way of equity, debt or a combination of both.  It is unlikely that normal commercial loans will be available, since we have minimal revenues to date.  If we are required to issue debt, it may be on terms that are more onerous than typical commercial debt.  We are actively seeking equity capital.  If we are successful in securing one or more equity investments, we expect that we will be able to purchase units of Nano-Jet products and be able to resell those products at a profit.  If we are unable to raise capital through equity or debt, or business could fail.

Because we have a working capital deficit, have generated minimal revenues, and have incurred losses from operations since inception, in their report on our audited financial statements for the year ended December 31, 2011, our independent auditors included an explanatory paragraph regarding substantial doubt about our ability to continue as a going concern.  Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.


Item 4.  Controls and Procedures


Our Chief Executive Officer and Chief Financial Officer conducted an evaluation of the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rules 13a-15(e) and Rule 15d-15(e) under the Exchange Act. Based upon his evaluation as of March 31, 2012, he concluded that those disclosure controls and procedures were not effective to ensure that information required to be disclosed in the reports that are filed or submitted under the Exchange Act is accumulated and communicated to management, including the CEO and CFO, to allow timely decisions regarding required disclosures.


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, because the Company failed to reflect a 1.5 for 1 split of its common stock.  We have restated all financial statements from June 30, 2010 to June 30, 2011.


Additionally, prior to the issuance of the September 30, 2012 financial statements, management determined that it had not recorded a consulting agreement.  The agreement was effective on March 2, 2012 and will result in a restatement for both the March 31, 2012 and June 30, 2012 financial statements.  The terms of the Agreement affected the financial statements previously issued for the periods referenced herein.  These restatements represent material weaknesses and significant deficiencies in our internal controls over financial reporting disclosure.  The financial statements have been restated for the periods ended March 31, 2012 and June 30, 2012.


Internal Control over Financial Reporting







Other than as described above, there were no changes in our internal control over financial reporting during the quarter ended March 31, 2012, 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  This Quarterly Report on Form 10 Q does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting.  Managements report was not subject to attestation by our registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit us to provide only managements report in this Quarterly Report on Form 10 Q.


 PART II


Item 6.  Exhibits


The following exhibits are incorporated into this Form 10-Q Quarterly Report:


Exhibit No.

Description

31.1

Certifications of Chief Financial Officer and Principal Executive Officer Pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934

32.1

Certification of Chief Financial Officer and Principal Executive Officer under Section 1350 as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS

XBRL Instance Document*

101.SCH

XBRL Taxonomy Extension Schema Document*

101.CAL

XBRL Taxonomy Extension Calculation Document*

101.DEF

XBRL Taxonomy Extension Definitions Document*

101.LAB

XBRL Taxonomy Extension Labels Document*

101.PRE

XBRL Taxonomy Extension Presentation Document*

*In accordance with Regulation S-T, the XBRL-related information in Exhibit 101 to this Quarterly Report on Form 10-Q shall be deemed to be ‘furnished’ and not ‘filed.’


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, Inc.


                                                                                                              [hitor10qa33112restatedsig004.gif]


Date January 4, 2013

Ken Martin, CEO, CAO, Director, President