SECURIITES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 10q
Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended: march, 31 2011
Commission File No. 333-103986
HITOR GROUP, INC.
(Exact name of registrant as specified in its charter)
Nevada
(State of other jurisdiction of incorporation
or organization)
(IRS Employer Identification No.)98-0384073
6513 132nd Ave NE #376
Kirkland, WA 98033
(Address of principal executive offices)
Registrants telephone number:(206-229-4188)
Securities registered under Section 12(b) of the Exchange Act:
Securities registered under Section 12(g) of the Exchange Act:
Common stock
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Exchange Act of 1934
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically
and posted on tis corporate Website, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
232.405 of this chapter) during the preceding 12 months (or for such shorter
period that t6he registrant was required to submit and post such files).
[ ] Yes[X] No (Not required by smaller reporting companies)
Indicate by check if disclosure of delinquent filers in response to Item 405 or
Regulation SK (229.405 of this chapter) is not contained herein, to the best
of registrants knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10K or any amendment
to this Form 10K. [ ]
Indicate by check mark whether the registrant is a large accelerated filer
an accelerated filer, or a smaller reporting company. See the definitions
of the large accelerated filer accelerate filer, and
smaller reporting company in Rule 12b 2 of the Exchange Act.
Check one Large Accelerated Filer [ ] Accelerated Filer [ ]
Non-Accelerated Filer [ ] Smaller reporting company [X]
(Do not check if a smaller reporting company)
Indicate by checkmark whether the registrant is a shell company
(as defined in Rule 12b 2 of the Exchange Act).
[ ] Yes [ X ] No
State the aggregate market value of the voting and non voting common
equity held by non affiliates computed by reference to the price at
which the common equity was sold, or the average bid and asked price
of such common equity, as of a specified date within the past 60 days.
As of April 9, 2010, there were 41,684,633 shares of registrants
common stock issued and outstanding, of which 26,484,633 shares were
held by non affiliates. As of April 9, 2010, the average bid and
ask price of the companys common stock was 0.9933. The aggregate
market value of the voting and non voting common equity held by
non affiliates as of December 31, 2009 was 26,307,185.96.
DOCUMENTS INCORPORATED BY REFERENCE
No documents are incorporated herein by reference.
CAUTIONARY STATEMENTS REGARDING FORWARD LOOKING INFORMATION
Certain statements in this annual report on Form 10 K contain
or may contain forward looking statements that are subject to
known and unknown risks, uncertainties and other factors which
may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements.
These forward looking statements were based on various factors
and were derived utilizing numerous assumptions and other factors
that could cause our actual results to differ materially from those
in the forward looking statements. These factors include, but are not
limited to, our ability to consummate a merger or business combination,
economic, political and market conditions and fluctuations, government
and industry regulation, interest rate risk, U.S. and global competition,
and other factors. Most of these factors are difficult to predict
accurately and are generally beyond our control. You should consider
the areas of risk described in connection with any forward looking
statements that may be made herein. Readers are cautioned not to place
undue reliance on these forward looking statements, which speak only as
of the date of this report. Readers should carefully review this annual
report in its entirety, including but not limited to our financial
statements
and the notes thereto. Except for our ongoing obligations to disclose
material information under the Federal securities laws, we undertake no
obligation to release publicly any revisions to any forward looking
statements,
to report events or to report the occurrence of unanticipated events.
For any forwardlooking statements contained in any document,
we claim the protection of the safe harbor for forwardlooking statements
contained in the Private Securities Litigation Reform Act of 1995.
PART I
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.
The Companys 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.
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 Companys 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 Hitors 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. Risk Factors
Not applicable.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Hitor Groups principal place of business and corporate offices are located
at 13221 Redmond Way Redmond WA 98052.
Item 3. Legal Proceedings
We are not a party to any pending legal proceedings.
PART II
Item 5. Market for Registrants Common Equity, Related Stockholder Matters,
and Issuer Purchases of Equity Securities.
Market for Stock.
The Companys 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, 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
December 31,
2008
$0.55
$0.55
September 30, 2008
$10.01
$0.55
June 30, 2008
$10.01
$1.10
March 31, 2008
$10.01
$1.10
Holders.
As of December 31, 2009, 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 March 31, 2011, Hitor Group had not paid any dividends to
ts 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. Selected Financial Data
Not applicable.
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, 2009, 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, 2009, Hitor Group had $4,419 cash on hand.
Development stage net loss for the year ended December 31, 2009,
was $145,430 compared to $343,341 for the year ended December 31, 2008.
The loss for the year ended December 31, 2009, consisted primarily of
legal and accounting, marketing and advertising and general and administrative
expenses incident to the companys development stage activities, with a nominal
amount of sales revenue.
1. Overview
Hitor Group, through its three subsidiaries will market to the American and
International trucking and automobile parts distribution companies as well
as to oil companies and alternative fuel vehicle distributors. It is not the
intent of the Company to market directly to the consumer, but rather through
distribution channels in the oil, truck, automobile and motorcycle industry.
The Company will educate these groups about the benefits of a Hitor Group fuel
saving device as well as our other products. Hitor Group expects to form
licensing arrangements with Original Equipment Manufacturers (OEMs) having
high brand recognition in the vehicle marketplace.
2. Marketing Strategies
Hitor 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:
Producing online video and audio commercials that demonstrate the superior
performance and fuel efficiency of Hitor Group products;
Enlisting a well known high performance automobile driver, who can be the
marketing face of the company to both the recreational and commercial
automotive user;
Implementing a concurrent advertising campaign using both web and print
versions of major publishers like Motor Trend, Road and Track and national
newspapers and trucking magazines.
Seek to get product evaluators at automobile, truck and motorcycle magazines
to evaluate and write articles about Hitor Group and its multiple lines of
products.
Intentionally form relationships with reporters interested in automobile
fuel efficiency with the goal of increasing the media examination of the
issues associated with traditional fossil fuel consumption;
Increasing the direct response to Hitor Groups website by strategic search
engine registrations, increased links, and an email marketing campaign;
Adding video content to Hitor Groups commercial website so visitors
experience a educational video presentation on the fuel efficiency and
performance benefits of Hitor Group products as well as testimonials from
consumers;
Training a sales staff whose mission will be to educate trucking companies,
automobile parts distributors and motorcycle manufacturers of the benefits of
Hitor Group for its customers;
Create strategic alliances with major automotive manufacturing companies.
Create corporate communications productions for online distribution to both
educate and promote oil extraction products.
b. In addition to marketing techniques that effectively educate and
lead the petroleum industry, and the trucking and automobile companies
to buy Hitor Group products, Hitor Group will also pursue strategic
allianceswith one or more major OEMs via licensing agreements to
represent products supported by Hitor Group.
These OEMs will have wide brand recognition,
excellent financial health and resources, an established presence
in international markets, and a track record of honoring its
licensing agreements.
The benefits of forming a licensing relationship with a major
OEM include:
Lower financial risk due to shared costs;
Lower business risk because of the prior success;
Immediate brand recognition and acceptance;
Facilitates acceptance of Hitor Groups new technology;
Access to new distribution channels;
Ease of entry into international markets of the OEMs;
Platform for ease of entry of future Hitor Group products;
Ability to focus on R&D of future products;
Provides greater protection of intellectual property;
Quickens the pace toward becoming a market standard.
An effective OEM licensing relationship will result in higher
marketplace visibility for Hitor Group, reduce the Companys costs of
marketing, and speed up marketing for world consumption.
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 d
istributors 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.
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.
HITOR GROUP INC
(Formerly Nano-Jet Corp)
(A development stage company)
INDEX TO FINANCIAL PAGES
REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM
F-1
Balance Sheet:
March 31, 2011 and December 31 2010
F-2
Statements of Operations
For the quater ended March 31, 2011
and 2010
F-3
Statements of Cash Flows:
For the quater ended March 31, 2011 and 2010
F-4
Notes to Financial Statements
March 31, 2011
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) Restated
(A Development Stage Company) as of December 31,
2010 and 2009, 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, 2010. These financial statements
are the responsibility of the Companys 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, 2010
and 2009 and the results of its operations and
cash flows for the years then ended and July 15, 2005
(inception), to December 31, 2010 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.
Managements 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
May 9, 2011
HITOR GROUP
(Formerly Nano-Jet Corp)
(A development stage enterprise)
Balance Sheet
(Audited) March 31 2011 and December 31 2010
ASSETS
Current assets:
Cash
6,414 38,558
Funds held in trust, Attorney 0
Accounts receivable 0
Shareholder Receivable 0
Inventory
75,968 75,968
Total current assets
82,387 114,526
Fixed Assets
Furniture and Equipment
8,936 8,936
Computer
4,454 4,454
Leasehold Improvements
20,904 20,904
Total Fixed Assets
34,294 34,294
Less Accumulated Depreciation
(18,124) (17,058)
Net Fixed Assets
16,170 17,236
Other Assets
Deposits
Goodwill
Total Other Assets
Total Assets
98,552 131,762
LIABILITIES
Current liabilities
Accounts payable and accrued expenses
77,944 61,656
Convertible Notes Payable
419,000 421,000
Deposit
150,000 150,000
Notes payable
86,624 89,246
Advance from Lantz Financial, Inc.
24,500 24,500
Total current liabilities
758,068 746,402
Long-term liabilities:
Total long-term liabilities
Total liabilities
758,068 746,402
STOCKHOLDERS
DEFICIT
Common stock, $.001 par value, 100,000,000 authorized,
41,979,500 and 41,979,500 shares issued and outstanding
41,979,500 41,979,500
Capital in excess of par value
920,389 920,389
Deficit accumulated during the development stage
(1,621,885) (1,577,009)
Total stockholders deficit
(659,516) (614,640)
Total liabilities and stockholders deficit
$ 98,552 $ 131,762
HITOR GROUP INC
(Formerly Nano-Jet Corp)
Statement of operations
Cumulative
Inception, July 15, 2005
through
Marchr 31 2011, MARCH 31 2011 , March 31 2010
31,723 0 0
Cost of Sales
49,579 0 0
Cost of Sales
(17,856) 0
General and administrative expenses:
Salaries
228,693 0
Depreciation
18,124 1,066 0
Legal and professional
796,785 28,225 11,760
Marketing and Advertising
61,685 1,100 67
Insurance
31,762 66 0
Communications
39,603 743 4013
Rent
83,254 1000 2,100
Other general and administrative
259,061 6,388 15,996
Total operating expenses
1,518,625 38,588 37,686
(Loss) from operations
(1,536,481) (38,588) (37,686)
Other income (expense):
Interest Income 0 0
4,617
Interest (expense)
(90,021) (6,288) (5,210)
(Loss) before taxes
(1,621,885) (44,876) (42,896)
Provision (credit) for taxes on income
Netloss
(1,621,885) (44,876) (42,896)
Basic earnings (loss) per common share
(0.00)
(0.00)
Weighted average number of shares outstanding
41,979,500 41,686,300
HITOR GROUP, INC.
(Formerly NANO JET, CORP.)
(A development stage enterprise)
Statements of Stockholders Deficit
Balances, July 15, 2005 through December 31 2005
Deficit
accumulated
during
the
Capital in
Common Stock excess of Developement
shares amount par value stage
81,005,000 81,005 (135,692) (54,687)
Effects of Reverse Merger with LFG
September 30, 2006
(40,435,500) (40,435) 31,799 (8,636)
Net loss
(84,628) (84,628)
Balances, December 31, 2006
40,569,500 40,570 31,799 (220,320) (147,951)
Conversion of subordinated debt
1,000,000 1,000 699,000 700,000
June 19, 2007
Issuance for services rendered
100,000 100 99,900 100,000
July 14, 2007
Net loss
(736,061) (736,061)
Balances, December 31, 2007
41,669,500 41,670 830,699 (956,381) 84,012)
Common Stock Issued cash
March 31, 2008
15,000 15 14,985 15,000
Net loss (343,341) (343,341)
Balances, December 31, 2008
41,684,500 41,685 845,684 (1,299,722) (412,353)
Net loss
(145,430) (145,430)
Balances, December 31, 2009
41,684,500 41,685 845,684 (1,445,152) (557,783)
Common stock issued for cash
Feb 26 2010
20,000 20 19,980 20,000
Dec 22 2010
275,000 275 54,725 55,000
Net loss
(145,430) (145,430)
Balance Dec 31.2010
41,979,500 41,980 920,389 (1,445,152,) (557,783)
Note 1 Organization and summary of significant accounting policies:
Following is a summary of the Companys organization and
significant accounting policies:
HITOR GROUP INC
(Formerly Nano Jet Corp)
Statement of cash flows)
unaudited
CUMULATIVE
INCEPTION
July 15
2005 thru
3 31 2011 3 31 2011 3 31 2011
Cash flows from operating activities:(1,621,885) (44,876) (42,896)
Net (loss)
Adjustments to reconcile net (loss)
to cash
provided (used) by developmental
stage activities:
Common stock issued for services 181,006
Effects of reverse merger with LFG (8636)
Depreciation and Amortization 18,124 1,066 3,750
Change in current assets and liabilities:
Funds held in trust, Attorney
Inventory 75,968
Accounts receivable 150,000
Deposits
Accounts payable and accrued expenses 77,944 16,288 5,210
Net cash flows from operating activities
(1,279,415) (27,522) (33,936)
Cash flows from investing activities: (34,295)
Purchase of fixed assets
Website development costs incurred
Net cash flows from investing activities (34,295)
Cash flows from financing activities:
Proceeds from sale of common stock 790.000 20,000
Proceeds/(Payments) from notes payable 86,624 (2,622) 8,325
Convertible Note Payable 419,000 (2,000) 21,000
Advance from Lantz Financial, Inc. 24,500
Net cash flows from financing activities 1,320,124 (4,622) 49,325
Net cash flows 6414 (32,144) 15,389
Cash and equivalents, beginning of period 38,558
Cash and equivalents, end of period
6414 6414 19,808
Supplemental cash flow disclosures:
Cash paid for interest (90,021) (6,288) (5,210)
Cash paid for income taxes
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 Companys product is anticipated to allow owners and operators of both
gasoline and diesel powered vehicles to potentially increase fuel efficiency
while reducing fuel emissions into the environment. In addition, the Company
intends to operate three other subsidiaries. One will focus on oil extraction,
transport and storage solutions. The other will focus on alternative powered
private and commercial vehicles. The Company owns a proprietary technology
and currently is applying for patents and has hired patent attorneys for
this technology worldwide
Basis of presentation Our accounting and reporting policies conform to U.S.
generally accepted accounting principles applicable to development stage
enterprises. Changes in classification of 2009 amounts have been made to
conform to current presentations.
Use of estimates The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amount of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Cash and cash equivalents For purposes of the statement of cash flows,
we consider all cash in banks, money market funds, and certificates of
deposit with a maturity of less than three months to be cash equivalents.
Inventory Inventory is recorded at lower of cost or market, cost is
computed on a firstin firstout 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 ASC.regarding Disclosure About Derivative
Financial Instruments and Fair Value of Financial Instruments.
The carrying amounts of cash, accounts
payable, accrued expenses, and other current liabilities approximate
fair value because of the short maturity of these items.
These fair value estimates are subjective in nature and involve
uncertainties and matters of significant
judgment, and, therefore, cannot be determined with precision. Changes
in assumptions could significantly affect these estimates.
We do not hold or issue financial instruments for trading purposes,
nor do we utilize derivative
instruments in the management of foreign exchange, commodity price or
interest rate market risks.
Federal income taxes Deferred income taxes are reported for timing
differences between items of income or expense reported in the financial
statements and those reported for income tax purposes in accordance with
ASC.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 ASC.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, 2010, we were engaged in a business and had suffered
losses from development stage activities to date. In addition, current
liabilities exceed current assets, and we have minimal operating funds.
Although management is currently attempting to identify business
opportunities and is seeking additional sources of equity or debt
financing, there is no assurance these activities will be successful.
Accordingly, we must rely on our officers to perform essential functions
without compensation until a business operation can be commenced.
No amounts have been recorded in the accompanying financial statements
for the value of officers services, as it is not considered material.
These factors raise substantial doubt about the ability of the Company
to continue as a going concern. The financial statements do not include
any adjustments that might result from the outcome of this uncertainty.
Note 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 ASC.regarding Accounting for Income Taxes. Deferred income
taxes reflect the net effect of (a) temporary difference between
carrying amounts of assets and liabilities for financial purposes
and the amounts used for income tax reporting purposes, and (b)
net operating loss carryforwards. No net provision for refundable
Federal income tax has been made in the accompanying statement of
loss because no recoverable taxes were paid previously. Similarly,
no deferred tax asset attributable to the net operating loss
carryforward has been recognized, as it is not deemed likely to be
realized.
The provision for refundable Federal income tax consists of the
following:
12/31/2009 12/31/2010
Refundable Federal income tax attributable to:
Current operations $(49,446) $( 44,831)
Less, Nondeductible expenses 0 0
Less, Change in valuation allowance 49,446 44,831
Net refundable amount 0
The cumulative tax effect at the expected rate of 34% of significant
items comprising our net deferred tax amount is as follows:
12/31/2009 12/31/10
Deferred tax asset attributable to:
Net operating loss carryover 491,351 536,183
Less, Valuation allowance ( 491,351) ( 536,183)
Net deferred tax asset 0 0
At December 31, 2010, an unused net operating loss carryover
approximating $1,577,009 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 Companys 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.
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 companys
stock at the rate of one share per $1 of debt including unpaid interest.
The balance of the convertible notes payable at 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 Companys 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, 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 Companys stock at a rate of: a 50% discount of the market makers
best bid price or $0.10 per share.
Note 7 Notes Payable
The Company has a non interest bearing note payable with one of
its officersand shareholders.
The balance of this note at December 31, 2010 was $71,995.
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.
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 Companys product in Poland and responsibilities
to sell preset amounts of product.
Note 9 New accounting pronouncements
In May 2008, the ASC.issued 944, Accounting for Financial Guarantee
Insurance Contracts and interpretation of ASC.944 . ASC.944 clarifies
how ASC.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. ASC.944.20.15 is effective for fiscal years beginning
on or after December 15, 2008, and interim periods within those years.
ASC.944 has no effect on the Company s financial position, statements of
operations, or cash flows at this time.
In March 2008, the ASC.issued 815, Disclosures about Derivative
Instruments and Hedging Activitiesan amendment of ASC.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 entitys 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 ASC.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 companys 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 ASC.815.10.65, Noncontrolling Interests in
Consolidated Financial Statements an amendment of ASC 810.
This statement amends ASC. 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 bereported as equity in the consolidated
financial statements. Before
this statement was issued, limited guidance existed for reporting
noncontrolling interests. As a result, considerable diversity in
practice existed. So called minority interests were reported in the
consolidated statement of financial position as liabilities or in
the mezzanine section between liabilities and equity. This statement
improves comparability by eliminating that diversity. This statement
is effective for fiscal years, and interim periods within those fiscal
years, beginning on or after December 15, 2008 (that is, January 1, 2009,
for entities with calendar year ends). Earlier adoption is prohibited.
The effective date of this statement is the same as that of the related
ASC.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
Companys consolidated financial position, results of operations or
cash flows.
In December 2007, the FASB, issued ASC.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 ASC.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 Companys consolidated financial position,
results of operations or cash flows.
In February 2007 the FASB issued ASC.810.The Fair Value Option
for Financial Assets and Liabilities Including an Amendment of
ASC 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 ASC.810 are
elective; however, an amendment to ASC.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.
ASC.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 ASC 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 FASB issued ASC.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 Companys consolidated financial
position, results of operations or cash flows.
Note 10 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 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.
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.
//ken martin
_________________________________
Ken Martin
President, Chief Executive Officer, Director
Dated April 15, 2010
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.
//ken martin
________________________________
Ken Martin
Chief Executive Officer,
Chief Accounting Officer,
Director
Dated: April 15, 2010
Exhibit 31
CERTIFICATION PURSUANT TO SECTION 302
OF THE SARBANES OXLEY ACT OF 2002
I, Ken Martin, certify that:
1. I have reviewed this annual report of Hitor Group, Inc.
2. Based on my knowledge, this report does not contain any
ntrue statement of a material fact or omit to state a
material fact necessary to make the statements made, in
light of the circumstances under which such statements were made,
not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material
respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented
in this report;
4. The registrants other certifying officer(s) and I are responsible
for establishing and maintaining disclosure controls and procedures
(as defined in Exchange Act Rules 13a 15(e) and 15d 15(3)) and internal
control over financial reporting (as defined in Exchange Act Rules
13a 15(f) and 15d 15(f) for the registrant and have:
a. Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision,
to ensure that material information relating to the registrant,
including its consolidated subsidiaries, is made known to us by
others within those entities, particularly during the period in
which the report is being prepared;
b. Designed such internal control over financial reporting, or
caused such internal control over financial reporting to be
designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the
preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;
c. Evaluated the effectiveness of the registrants disclosure
controls and procedures and presented in this report our conclusions
about the effectiveness of the disclosure controls and procedures,
as of the end of the period covered by this report based on such
evaluation; and
d. Disclosed in this report any change in the registrants internal
control over financial reporting that occurred during the registrants
most recent fiscal quarter (the registrants fourth fiscal quarter
in the case of an annual report) that has materially affected, or
is reasonably likely to materially affect, the registrants internal
control over financial reporting; and
5. The registrants other certifying officer(s) and I have disclosed,
based on our most recent evaluation of internal control over financial
reporting, to the registrants auditors and the audit committee of
the registrants board of directors (or persons performing the equivalent
functions):
a. All significant deficiencies and material weaknesses in the
design of operation of internal control over financial reporting
which are reasonably likely to adversely affect the registrants
ability to record, process, summarize and report financial information;
and
b. ny fraud, whether or not material, that involves management
or other employees who have a significant role in the registrants
internal control over financial reporting.
c.
Date: April 15, 2010
Ken Martin, CEO, CAO
Exhibit 32
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Annual Report of Hitor Group,
a Nevada corporation (the Company) on Form 10 K for the
year ending December 31, 2009, as filed with the Securities
and Exchange Commission (the Report)I Ken Martin, CEO
and CAO of the Company, certify, pursuant to Section 906 of
the Sarbanes Oxley Act of 2002 (18 U.S.C. Section 1350),
that to my knowledge:
(1) The Report fully complies with the requirements of
section 13(a) or 15(d) of the Securities Exchange Act of 1934;
(2) The information contained in the Report fairly presents,
in all material respects, the financial condition and result of
operations of the Company.
//ken martin
_______________________________
Ken Martin, CEO, CAO
Dated: April 15, 2010
The accompanying notes are an integral part of the statements.
F 2
The accompanying notes are an integral part of the statements.
F 3
The accompanying notes are an integral part of the statements.
F 4
