Item 1.
Business
Business Development
We were originally incorporated on November 4, 2002, in the State of Nevada as Can/Am Auto sales, Inc. The Company changed its name on August 27, 2004 to LFG International, Inc. Upon completion of a merger with Nano Jet Corporation, a Nevada corporation, the Company changed its name to Nano Jet Corporation. Effective December 6, 2007, we changed our name to Hitor Group, Inc. (Hitor Group). Until 2004, we were based in Vancouver, British Columbia, Canada, at which time we moved our base to Bellevue, Washington. The Company has never declared bankruptcy, has never been in receivership, and has never been involved in any legal action or proceedings.
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 benefit 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. This business unit focuses on environmentally friendly products such as fuel atomization efficiency enhancement products. This line of products will consist of a series of additional attachments to engines through which fuel will flow and be ‘atomized’ to increase fuel efficiencies. To date, the Company purchased one or more of these add-on products, but has not spent additional funds on research and development. Also included are none-carbon footprint specialized custom built windmill turbines for electric generation. 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 a private label for the scooters. We have three EV scooter companies in China with whom 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 in 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.
Reports to Security Holders
Hitor Group will voluntarily make available an annual report including audited financials on Form 10K to security holders. The public may read and copy any materials filed with the SEC at the SECs Public Reference Room at 100 F Street NE, Washington, DC 20549. The public may obtain information on the operation of the Public Reference Room by calling the SEC at 1 800 SEC 0330. The SEC maintains an
Internet site that contains reports, proxy and information statements, and other information regarding Hitor Group that is filed electronically with the SEC at http://www.sec.gov.
Item 1A.
Item 1A. Risk Factors
Not applicable.
Item 1B.
Item 1B. Unresolved Staff Comments
None.
Item 2.
Item 2.
Properties
Hitor Groups principal place of business and corporate offices are located at 6513 132nd Ave. NE #376, Kirkland, WA 98003.
Item 3.
Item 3.
Legal Proceedings
We are not a party to any pending legal proceedings.
Item 4.
Item 4.
Mine Safety Disclosures
None.
PART II
Item 5.
Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
Market for Stock.
The Company’s common stock is currently traded on the Over The Counter Bulletin Board under symbol HITR.
Following is a table showing the high and low price of the stock for each quarter in the past two years.
Quarter Ended
High
Low
December 31, 2011
$0.63
$0.03
September 30, 2011
$0.24
$0.17
June 30, 2011
$0.24
$0.24
March 31, 2011
$0.25
$0.24
December 31, 2010
$0.40
$0.15
September 30, 2010
$1.00
$0.26
June 30, 2010
$0.56
$0.50
March 31, 2010
$0.80
$0.10
December 31, 2009
$0.80
$0.35
September 30, 2009
$0.79
$0.60
June 30, 2009
$0.65
$0.55
March 31, 2009
$0.00
$0.00
Holders.
As of December 31, 2011, Hitor Group had approximately fifty six (56) shareholders of record of its common stock.
Stock Option Grants
To date, Hitor Group has not granted any stock options.
Registration Rights
Hitor Group has not granted registration rights to the selling shareholders or to any other persons.
Dividends.
As of December 31, 2011, Hitor Group had not paid any dividends to its shareholders. There are no restrictions which would limit the ability of Hitor Group to pay dividends on common equity or that are likely to do so in the future.
Recent Sales of Unregistered Securities
None.
Item 6.
Item 6. Selected Financial Data
Not applicable.
Item 7.
Item 7.
Managements 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 December 31, 2011, audited 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 December 31, 2011, Hitor Group had $109,402 cash on hand. Development stage net loss for the year ended December 31, 2011, was $271,140 compared to $131,857 for the year ended December 31, 2010. The loss for the year ended December 31, 2011, 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.
1. Overview
Hitor Group will market to the American and International trucking and automobile parts distribution companies, as well as to 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 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, such as fuel atomization efficiency enhancement products for their engines. Hitor Group expects to form licensing arrangements with Original Equipment Manufacturers (OEMs) having high brand recognition in the vehicle marketplace.
2. Marketing Strategies
Hitor Groups 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:
3. 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.
Hitor Group will be required to raise funds through equity and/or debt financing in order to purchase the units for resale. The Company does not expect to encounter any delays with the production of the units after the orders are placed. Hitor Group believes it will need to secure between $1,000,000 and $2,000,000 in financing to pre pay for its order of large and small units. Although purchasers and potential distributors have indicated to management of Hitor Group that they will purchase the units when received by the Company, it is possible that those orders may not materialize, or may not all materialize, and the sales forecast may not be met.
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 8.
Item 8. Financial Statements and Supplementary Data
THOMAS J. HARRIS
CERTIFIED PUBLIC ACCOUNTANT
3901 STONE WAY N., SUITE 202
SEATTLE, WA 98103
206.547.6050
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Hitor Group, Inc. (formerly Nano-Jet, Corp.)
I have audited the accompanying balance sheets of Hitor Group, Inc. (formerly Nano-Jet, Corp)(A Development Stage Company) as of December 31, 2011 and 2010, and the related restated statements of operations, stockholders’ equity and cash flows for the years then ended, and the period July 15, 2005(inception) to December 31, 2011. These financial statements are the responsibility of the Company’s management. My responsibility is to express an opinion on these financial statements based on my audit.
I conducted my audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that I plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. I believe that my audit provides a reasonable basis for my opinion.
In my opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Hitor Group, Inc. (formerly Nano-Jet, Corp) (A Development Stage Company) as of December 31, 2011 and 2010 and the results of its operations and cash flows for the years then ended and July 15, 2005(inception), to December 31, 2011 in conformity with generally accepted accounting principles in the United States of America.
The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #4 to the financial statements, the Company has had no operations and has no established source of revenue. This raises substantial doubt about its ability to continue as a going concern. Management’s plan in regard to these matters is also described in Note # 4. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Seattle, Washington
April 16, 2012
The accompanying notes are an integral part of these statements.
The accompanying notes are an integral part of the statements.
The accompanying notes are an integral part of the statements.
The accompanying notes are an integral part of these statements.
Hitor Group, Inc.
Formerly Nano-Jet Corp.
(A development stage enterprise)
Notes to Financial Statements
December 31, 2011
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.
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 derivative instruments in the management of foreign exchange, commodity price or interest rate market
Hitor Group, Inc.
Formerly Nano-Jet Corp.
(A development stage enterprise)
Notes to Financial Statements
December 31, 2011
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 December 31, 2011, 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)
Notes to Financial Statements
December 31, 2011
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
-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.
Hitor Group, Inc.
Formerly Nano-Jet Corp.
(A development stage enterprise)
Notes to Financial Statements
December 31, 2011
In September and October of 2011, The Company issued 2,150,000 shares of stock for $244,400.
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.
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 December 31, 2011 and December 31, 2010 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, 2011 and December 31, 2010.
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. The balance of these notes is $0 at December 31, 2011 and $21,000 at December 31, 2010.
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 December 31, 2011 was $63,362 and $71,338 at December 31, 2010.
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.
Note 9 - Subsequent events:
The Company is in the process of substantially changing its Business Plan. Management has elected to terminate the oil rig venture and replace it with an international telecom division. The Company is in the process of deploying a telecommunications network by setting up circuit switches, voice over Internet protocol (VoIP) servers, and direct circuit connections, all of which provide international long distance services and offer a suite of enhanced services to its customer base. Through partnering arrangements with facility-based operators and government-approved carriers, the Company will accelerate deployment of its services in its initial targeted countries and to several other countries where our management relationships now exist. The Company is in the process of establishing substantial computing power in order to tap into
Hitor Group, Inc.
Formerly Nano-Jet Corp.
(A development stage enterprise)
Notes to Financial Statements
December 31, 2011
this expanding market. Several agreements are in the process of arranging financing and purchasing the needed equipment.
In addition the company has with its Nano-Jet technology the inside track to a substantial contract for reducing emissions from diesel locomotives. The Company is in negotiations to finance the testing required to obtain this contract.
In January and February of 2012, the Company issued 3,250,000 shares of stock for $235,000.
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 10 - 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 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
Hitor Group, Inc.
Formerly Nano-Jet Corp.
(A development stage enterprise)
Notes to Financial Statements
December 31, 2011
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.
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 9.
Item 9.Controls and Procedures.
(a) 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 December 31, 2011, our 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, due to a failure to reflect a 1.5 for 1 forward split of our common stock. We have restated all financial statements from June 30, 2010 through June 30, 2011.
(b) Managements Annual Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a 15(f) under the Exchange Act. Because of its inherent limitations, internal control over financial reporting cannot provide absolute assurance of the prevention or detection of misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In connection with the preparation of this Annual Report on Form 10 K for the year ended December 31, 2011, management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our internal controls over financial reporting, pursuant to Rule 13a-15 under the Exchange Act based on the framework in Internal Control Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Our Chief Executive Officer and Chief Financial Officer have concluded that the design and operation of our internal controls and procedures were not effective as of December 31, 2011. There were no significant changes in our internal controls over financial reporting that occurred during the fourth fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting. This Annual Report on Form 10 K does not include an attestation report of the Company’s independent registered public accounting firm regarding internal control over financial reporting. Management’s 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 Annual Report on Form 10 K.
(c) Changes in Internal Control over Financial Reporting
Other than as described above, there were no changes in our internal control over financial reporting during the year ended December 31, 2011, 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 Annual Report on Form 10 K 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 Annual Report on Form 10 K.
Item 9B.
Item 9B.Other Information.
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Set forth below is the name and age of each individual who was a director or executive officer of Hitor Group as of December 31, 2011, together with all positions and offices of the Company held by each and the term of office and the period during which each has served:
Directors:
Name of Director
Age
Date of Appointment
Ken Martin
10/13/2006
Xiao Lin
10/13/2006
Harald Hartz
10/13/2006
Executive Officers:
Name of Officer
Office
Date of Appointment
Ken Martin
Chief Executive Officer
10/13/2006
All directors serve for a period of one year, or until a successor is duly elected at the next annual shareholders meeting.
Ken Martin is a Director and Chief Executive Officer of Hitor Group, Inc., a Nevada Corporation. Mr. Martin, founder of International Telcom Solutions, Inc. (ITS), has an extensive international background in the telephony industry spanning fifteen years. Through a vast global network Mr. Martin negotiates government level contracts for VOIP (Voice over the Internet Protocol). To date he has initialized contracts for Russia, Germany, Poland, Ukraine, Italy and Malta. Negotiations have included Thailand, Viet Nam, Lebanon, Turkey, Jordan, France, Cyprus, China, Pakistan and former Russian States. He has negotiated multi-million dollar contracts with governments and major companies. Through his long term contacts in the oil and gas industries he has been able to focus on the Hitor Group (Nano Jet Corp) products since 2004 and through the aforementioned countries Hitor Group has worldwide marketing potential.
Xiao Lin is the Managing Director of Hitor Group, Inc. He is also the Managing Director and shareholder of KangHe Handels GmbH, Hanseatic ProMotion GmbH, Managing Director of Firma Pan American Handels GmbH, also executive director Europe International Holdings Group Ltd; Hong Kong. Mr. Lin has negotiated major manufacturing contracts throughout Europe and Asia with such companies as Mercedes Benz, Airbus, Repower, and China Shipbuilding and is well connected to numerous manufacturers of automobiles, trucks, and motorcycles throughout Europe and Asia.
Harry Hartz is the Managing Director of Hitor Group, Inc. in Germany. Mr. Hartz has traveled extensively in Eastern European block countries and lived in Asia. He has many high ranking contacts throughout the world and in particular China, Poland, Baltic States and Germany. Mr. Hartz was formerly employed as an inspector and manager of ORO Frucht Import GmbH. Mr. Hartz will lead the Company’s sales effort in the European market through a network of established representatives. None of Hitor Groups Directors or executive officers have been involved, during the past ten years, in any bankruptcy proceeding, conviction or criminal proceedings; has not been subject to any order, judgment, or decree, not subsequently reversed or suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; and has not been found by a court of competent jurisdiction, the Commission or the Commodity Futures trading Commission to have violated a federal or state securities
or commodities law.
Employment Agreements
N/A
Significant Employees
Hitor Group has no significant employees other than the officers and directors described above.
Code of Ethics
The Company has not adopted a Code of Ethics as of the year ended December 31, 2010.
Corporate Governance
There have been no changes to the procedures by which security holders may recommend nominees to the Company’s Board of Directors. The Company does not currently have an audit committee.
Item 11.
Item 11. Executive Compensation.
The Company’s directors have not and currently do not receive any compensation from the Company for their service as corporate directors.
There has been no cash payment paid to the executive officers for services rendered in all capacities to us for the fiscal period ended December 31, 2011. Except as noted above, there has been no compensation awarded to, earned by, or paid to the executive officers by any person for services rendered in all capacities to us for the fiscal period ended December 31, 2011.
Stock Option Grants
The Company did not grant any stock options to the executive officers during the most recent fiscal period ended December 31, 2011. The Company has also not granted any stock options to the executive officers since incorporation, November 4, 2002.
Director Compensation
The Directors of the Company do not receive compensation at this time, but are paid consulting fees for specific services as incurred.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management.
The following table sets forth the beneficial ownership of the Company’s officers, directors, and persons who own more than five percent of the Company’s common stock as of the date of this filing. Under relevant provisions of the Securities and Exchange Act of 1934 (the Exchange Act), a person is deemed
to be a beneficial owner of a security if he or she has or shares the power to vote or direct the voting of the security or the power to dispose or direct the disposition of the security. A person is also deemed to be a beneficial owner of any securities of which that person has the right to acquire beneficial ownership in 60 days. More than one person may be deemed to be a beneficial owner of the same securities. The percentage ownership of each stockholder is calculated based on the total number of outstanding shares of our common stock of 41,684,633 as of the date of this filing. The table is based upon information provided by our directors and executive officers.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence.
No persons who may, in the future, be considered a promoter will receive or expect to receive assets, services or other consideration from us. No assets will be or are expected to be acquired from any promoter on behalf of our company. We have not entered into any agreements that require disclosure to our shareholders.
None of the Directors of the Company are independent.
Item 14.
Item 14. Principal Accountant Fees and Services
Audit Fees: All fees billed for each of the last two fiscal years for professional services rendered by the principal accountant for the audit of the registrant's annual financial statements and the review of financial statements included in the registrant's Form 10-Q or services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for those fiscal years.
$16,000
2010:
$16,500
Audit-Related Fees: All fees billed in each of the last two fiscal years for assurance and related services by the principal accountant that are reasonably related to the performance of the audit or review of the registrant's financial statements and are not reported under Item 9(e)(f1) of Schedule 14A.
2011:
$ 0
2010:
$ 0
Tax Fees: The aggregate fees billed in each of the last two fiscal years for professional services rendered by the principal accountant for tax compliance, tax advice, and tax planning:
2010:
$0
Nature of Services:
2009:
$ 0
Nature of Services
All Other Fees:
2010:
$ 0
2009:
$ 0
PART IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
Exhibit No.
Document
Location
3.1
Articles of Incorporation
Incorporated by Reference to Form SB-2 filed March 24, 2003
3.2
Bylaws
Incorporated by reference to Form SB-2 filed March 24, 2003
3.3
Certificate of Amendment filed August 27, 2004
Included
3.3
Certificate of Amendment filed October 19, 2006
Incorporated by reference to Form 8K filed November 3, 2006
3.5
Certificate of Amendment filed December 6, 2007
Included
Rule 31a 14(a)/15d 14(a) Certification
Included
Section 1350
Included
101.INS
XBRL Instance
Included*
101.SCH
XBRL Taxonomy Extension Schema
Included*
101.CAL
XBRL Taxonomy Extension Calculation
Included*
101.DEF
XBRL Taxonomy Extension Definitions
Included*
101.LAB
XBRL Taxonomy Extension Labels
Included*
101.PRE
XBRL Taxonomy Extension Presentation
Included*
Signatures
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_________________________________
Ken Martin
President, Chief Executive Officer, Director
Dated April 16, 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__________________________________
Ken Martin
Chief Executive Officer,
Chief Accounting Officer,
Director
Dated: April 16, 2012
/s/ Harald Hartz
Harald Hartz
Director
Date: April 16, 2012
/s/ Lin Xiao
Lin Xiao
Director
April 16, 2012