10-Q/A 1 nanojet10qa063007final.htm 10Q AMENDED 10Q amended 6-30-07

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

FORM 10-Q/A

(Mark One)

[X]     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2007

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

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

Commission File Number: 333-103986

NANO-JET CORP.
(Exact name of registrant as specified in its charter)

Nevada

98-0384073

(State or other jurisdiction of incorporation or organization)

(IRS Employer Identification No.)


15321 Main Street, Suite 102

PO Box 5000, PMB 152

Duvall, WA 98019


(Address of principal executive offices)

(425) 451-8036
(Issuer’s Telephone Number)

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

Indicate by check mark whether the registrant 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


As of June 30, 2007, the issuer had 41,569,633 issued and outstanding of its common stock.




EXPLANATORY NOTE


This Amendment #1 on Form 10-Q/A amends and restates items identified below with respect to the Form 10-QSB filed by Hitor, Inc. (formerly know as Nano-Jet Corp.) (the “Company”) for the period ended June 30, 2007, with the Securities and Exchange Commission (the “SEC”) on August 20, 2007, (the “Original Filing”). The purpose of this Amendment is to amend and restate the previously issued financial statements included in the Original Filing for the reasons fully set forth in Note 2 to the financial statements included in Item 1 (Financial Statements) herein. Other than as set forth below, the Original Filing continues to speak as of the date of the filing thereof, and the disclosure relating to items not being updated remains unchanged.


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 This Amendment is being filed as a corrected historical document.


This Amendment amends and restates the information in “Item 1. Financial Statements,” “Item 2. Management’s Discussion and Analysis,” and “Item 3 Controls and Procedures” of the Original Filing. This Amendment continues to describe conditions as of the date of the Original Filing, and the disclosures contained herein have not been updated to reflect events, results or developments that have occurred after the date of the Original Filing, or to modify or update those disclosures affected by subsequent events. Among other things, forward-looking statements made in the Original Filing have not been revised to reflect events, results or developments that have occurred or facts that have become known to us after the date of the Original Filing, and such forward-looking statements should be read in their historical context. This Amendment should be read in conjunction with the Company’s filings made with the SEC subsequent to the Original Filing, including any amendments to those filings.


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


The Company did not have sufficient qualified personnel with an adequate understanding of generally accepted accounting principles and experience in the application of such principles to financing transactions, which led to a material misstatement of the Company’s interim financial statements for the quarters ended September 30, 2006, March 31, 2007, June 30, 2007, September 30, 2007, March 31 2008, June 30, 2008 and September 30, 2008, and the fiscal years ended December 31, 2006 and 2007.  Management has determined that this is a material weakness in internal controls over financial reporting as of and for each of the periods mentioned above. As of the date of this report, the Company believes that it has taken appropriate steps to remedy these weaknesses.




PART I – FINANCIAL INFORMATION

Item 1. Financial Statement








NANO-JET, CORP.

 Index to Financial Statements

Restated

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance Sheet:

 

 

 

 

    June 30, 2007

 

 

 

 F-2

 

 

 

 

 

Statements of Operations:

 

 

 

 

     For the six months ended June 30, 2007

 

 

 

 F-3

 

 

 

 

 

Statements of Stockholders' Deficit:

 

 

 

 

     For the six months ended June 30, 2007

 

 

 

 F-4

 

 

 

 

 

Statements of Cash Flows:

 

 

 

 

     For the six months ended June 30, 2007

 

 

 

 F-5








NANO-JET, CORP.

 (A development stage enterprise)

 Balance Sheet

Restated

 

 

 (Unaudited)

 

 (Audited)

 

 

 June 30,

 

 December 31,

 

 

2007

 

2006

 

 

 

 

 

ASSETS

 

 

 

 

  Current assets:

 

 

 

 

    Cash

 

 $        448,277

 

 $        140,127

    Funds held in trust, Attorney

 

              1,412

 

              1,412

    Accounts receivable

 

                  -   

 

              3,500

    Shareholder Receivable

 

            41,879

 

                   -   

    Inventory

 

            99,008

 

              9,870

      Total current assets

 

          590,576

 

           154,909

 

 

 

 

 

 Fixed Assets

 

 

 

 

     Furniture and Equipment

 

              5,646

 

                   -   

     Computer Equipment

 

              4,454

 

                   -   

     Leasehold Improvements

 

                  -   

 

                   -   

 Total Fixed Assets

 

            10,100

 

                   -   

 Less Accumulated Depreciation

 

                  -   

 

                   -   

 Net Fixed Assets

 

            10,100

 

                   -   

 

 

 

 

 

Other Assets

 

 

 

 

    Deposits

 

                  -   

 

                   -   

    Goodwill

 

                  -   

 

                   -   

 Total Other Assets

 

                  -   

 

                   -   

      Total assets

 

 $        600,676

 

 $        154,909

 

 

 

 

 

LIABILITIES

 

 

 

 

  Current liabilities:

 

 

 

 

    Accounts payable and accrued expenses

 

 $         13,995

 

 $           2,829

    Deposit

 

                  -   

 

                   -   

    Advances from shareholder

 

                  -   

 

            75,531

    Advance from Lantz Financial, Inc.

 

            24,500

 

            24,500

      Total current liabilities

 

            38,495

 

           102,860

 

 

 

 

 

  Long-term  liabilities:

 

 

 

 

Convertible Notes Payable

 

          300,000

 

           200,000

 

 

 

 

 

      Total long-term liabilities

 

          300,000

 

           200,000

 

 

 

 

 

      Total liabilities

 

          338,495

 

           302,860

 

 

 

 

 

STOCKHOLDERS' DEFICIT

 

 

 

 

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

 

 

 

 

  41,569,633 shares issued and outstanding

 

            41,570

 

            40,570

  Capital in excess of par value

 

          730,799

 

            31,799

  Deficit accumulated during the development stage

 

         (510,188)

 

         (220,320)

      Total stockholders' deficit

 

          262,181

 

         (147,951)

      Total liabilities and stockholders' deficit

 

 $        600,676

 

 $        154,909

 

 

   

 

   

 

 

 

 

 

F-2








NANO-JET, CORP.

 (A development stage enterprise)

 Statements of Operations

Restated (Unaudited)

 

 

 Cumulative,

 

 

 

 

 

 

 Inception,

 

 

 

 

 

 

 July 15,

 

 Three Months

 

 Six Months

 

 

 2005 Through

 

 Ended

 

 Ended

 

 

 June 30,

 

 June 30,

 

 June 30,

 

 

2007

 

2007

 

2007

 

 

 

 

 

 

 

Sales

 

 $         17,775

 

 $           1,975

 

 $           7,275

 

 

 

 

 

 

 

Cost of Sales

 

            16,109

 

              2,500

 

              5,000

 

 

 

 

 

 

 

Cost of Sales

 

              1,666

 

               (525)

 

              2,275

 

 

 

 

 

 

 

General and administrative expenses:

 

 

 

 

 

 

  Salaries

 

            74,380

 

              1,500

 

            22,500

  Depreciation

 

                  -   

 

                  -   

 

                  -   

  Legal and professional

 

          269,805

 

          130,299

 

          155,237

  Marketing and Advertising

 

              3,740

 

              3,164

 

              3,164

  Insurance

 

            24,719

 

            21,233

 

            21,233

  Communications

 

              7,314

 

 

 

              4,804

  Rent

 

            15,486

 

              8,900

 

            15,486

  Demo Expense

 

                  -   

 

 

 

 

  Other general and administrative

 

            80,349

 

            18,307

 

            33,624

    Total operating expenses

 

          475,793

 

          183,403

 

          256,048

    (Loss) from operations

 

         (474,127)

 

         (183,928)

 

         (253,773)

 

 

 

 

 

 

 

Other income (expense):

 

 

 

 

 

 

  Interest Income

 

                  34

 

                  -   

 

 

  Interest (expense)

 

           (36,095)

 

           (28,178)

 

           (36,095)

    (Loss) before taxes

 

         (510,188)

 

         (212,106)

 

         (289,868)

 

 

 

 

 

 

 

Provision (credit) for taxes on income

 

                  -   

 

                  -   

 

                  -   

    Net (loss)

 

 $      (510,188)

 

 $      (212,106)

 

 $      (289,868)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings (loss) per common share

 

 

 

 $           (0.01)

 

 $           (0.01)

 

 

 

 

 

 

 

Weighted average number of shares outstanding

 

 

 

      40,652,966

 

      40,569,633

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-3

 

 








NANO-JET, CORP.

 (A development stage enterprise)

 Statements of Stockholders' Deficit

Restated (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Deficit

 

 

 

 

 

 

 

 

 

 

 Accumulated

 

 

 

 

 

 

 

 

 Capital in

 

 During the

 

 

 

 

 Common Stock

 

 Excess of

 

 Development

 

 

 

 

 Shares

 

 Amount

 

 Par Value

 

 Stage

 

 Total

 

 

 

 

 

 

 

 

 

 

 

 Inception, July 15, 2005 through December 31, 2005:  

 

 

 

 

 

 

 

 

 Balances, December 31, 2005

 

     81,005,000

 

 $          81,005

 

 $              -   

 

 $        (135,692)

 

 $      (54,687)

 

 

 

 

 

 

 

 

 

 

 

  Effects of Reverse Merger with LFG

 

 

 

 

 

 

 

 

 

 

     September 30, 2006

 

    (40,435,367)

 

        (40,435)

 

    31,799

 

 

 

         (8,636)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Net (loss)

 

 

 

 

 

 

 

           (84,628)

 

             (84,628)

 Balances, December 31, 2006

 

     40,569,633

 

 $          40,570

 

 $    31,799

 

 $        (220,320)

 

 $    (147,951)

 

 

 

 

 

 

 

 

 

 

 

  Conversion of subordinated debt

 

 

 

 

 

 

 

 

 

 

      June 19, 2007

 

       1,000,000

 

            1,000

 

   699,000

 

 

 

        700,000

 

 

 

 

 

 

 

 

 

 

 

  Net (loss)

 

 

 

 

 

 

 

        (289,868)

 

     (289,868)

 

 

 

 

 

 

 

 

 

 

 

 Balances, June 30, 2007

 

     41,569,633

 

 $          41,570

 

 $  730,799

 

 $       (510,188)

 

 $      262,181

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

F-4







NANO-JET, CORP.

 

 (A development stage enterprise)

 

 Statements of Cash Flows

 

 Restated (Unaudited)

 

 

 

 Cumulative,

 

 

 

 

 

 Inception,

 

 

 

 

 

 July 15,

 

 

 

 

 

 2005 Through

 

 

 

 

 

 June 30,

 

 June 30,

 

 

 

2007

 

2007

 

 Cash flows from operating activities:

 

 

 

 

 

  Net (loss)

 

 $      (510,188)

 

 $      (289,868)

 

 Adjustments to reconcile net (loss) to cash  

 

 

 

 

 

   provided (used) by developmental stage activities:

 

 

 

 

    Common stock issued for services

 

            81,005

 

 

 

     Effects of reverse merger with LFG

 

            (8,636)

 

 

 

     Depreciation and Amortization

 

 

 

                  -   

 

   Change in current assets and liabilities:  

 

 

 

 

 

     Funds held in trust, Attorney

 

            (1,412)

 

 

 

     Inventory

 

           (99,008)

 

           (89,138)

 

      Accounts receivable

 

 

 

              3,500

 

     Deposits

 

                  -   

 

                  -   

 

     Accounts payable and accrued expenses

 

            13,995

 

            11,116

 

       Net cash flows from operating activities

 

         (524,244)

 

         (364,390)

 

 Cash flows from investing activities:

 

 

 

 

 

     Purchase of fixed assets

 

           (10,100)

 

           (10,100)

 

     Website development costs incurred

 

 

 

 

 

       Net cash flows from investing activities

 

           (10,100)

 

           (10,100)

 

 Cash flows from financing activities:

 

 

 

 

 

   Proceeds from sale of common stock

 

          700,000

 

          700,000

 

   Advances from/to shareholder

 

           (41,879)

 

         (117,410)

 

    Convertible Note Payable

 

          300,000

 

          100,000

 

   Advance from Lantz Financial, Inc.

 

            24,500

 

                  -   

 

       Net cash flows from financing activities

 

          982,621

 

          682,590

 

       Net cash flows

 

          448,277

 

          308,100

 

 Cash and equivalents, beginning of period

 

                  -   

 

          140,127

 

 Cash and equivalents, end of period

 

 $        448,277

 

 $        448,227

 

 

 

 

 

 

 

 Supplemental cash flow disclosures:

 

 

 

 

 

   Cash paid for interest

 

 $        (36,095)

 

 $        (28,178)

 

   Cash paid for income taxes

 

                  -   

 

                  -   

 

 

 

 

 

 

 

F-5





Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007



Note 1 - Organization and summary of significant accounting policies:

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

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

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

Basis of presentation - Our accounting and reporting policies conform to U.S. generally accepted accounting principles applicable to development stage enterprises.  Changes in classification of 2007 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.


Funds held in trust, Attorney - Our attorney held funds from our account from time to time, and used them to pay corporate expenses.  We consider such funds to be a current asset, but do not consider them to be cash equivalents.

Inventory – Inventory is recorded at first-in first-out cost.  The inventory consists of imported parts.


Website development costs - We follow Emerging Issues Task Force Issue No. 00-2, Accounting for Website Development Costs, (“EITF Issue No. 00-2”), which provides that for specific website development costs, the accounting should be based generally on AICPA Statement of Position 98-1, Accounting for the Costs of Computer Software Developed or Obtained for Internal Use.  Under SOP 98-1, development costs are capitalized and amortized to income over the estimated useful life of the website.  We amortized our costs over a period ending in November, 2004, at which time our domain registration expired.  

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 Statements of Financial Accounting Standards 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



Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007



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

Note 2 - Restated Statements - The financials statements have been revised due to management’s determination that the merger of the Company with LFG International, Inc. which was originally shown as an acquisition was in fact a reverse merger.  All statements since September 30, 2006, date of merger, have been revised for this correction.


The following table represents the effects of the restated statements as of December 31, 2007 and 2006:


[nanojet10qa063007final002.gif]




Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007



Note 3 - Uncertainty, going concern:

At December 31, 2007, we were engaged in a business and had suffered losses from development stage activities to date. In addition, current liabilities exceed current assets, and we have minimal operating funds. Although management is currently attempting to identify business opportunities and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.  No amounts have been recorded in the accompanying financial statements for the value of officers’ services, as it is not considered material.   

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

Note 4 - Advance from Lantz Financial, Inc.:

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

Note 5 - Federal income tax:

We follow Statements of Financial Accounting Standards 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:

12/31/2006

12/31/2007

Refundable Federal income tax attributable to:

Current operations

  $(28,774)

 $(250,260)

Less, Nondeductible expenses

         -0-

        -0-

-Less, Change in valuation allowance

     28,774

    250,260

 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:

 12/31/2006

    12/31/07

Deferred tax asset attributable to:

 Net operating loss carryover

   $74,909  

  $ 325,170

Less, Valuation allowance

   ( 74,909)

  ( 325,170)

 Net deferred tax asset

        -0-                      -0-

At December 31, 2007, an unused net operating loss carryover approximating $956,381 is available to offset



Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007



future taxable income; it expires beginning in 2018.  Due to the change of control of the Company, the use of the net operating loss may be limited in the future.   

Note 6 - Cumulative sales of stock:

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


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


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


Note 7 - Convertible Notes Payable:

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


Note 8 - Merger with LFG International, Inc.:

Effective September 30, 2006 the Company issued 67,000 shares of its common stock as part of the merger with LFG International, Inc.  The Company has issued a significant amount of its stock to acquire the Company and therefore is considered a reverse acquisition under SFAS No. 141.  As part of the reverse acquisition the Company initiated a 2:1 stock reversal at date of transaction.














Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007





At the time of the merger the assets and liabilities of the Company and LFG International consisted of the following:

 

Nano Jet

 

LFG

 

Combined

ASSETS:

 

 

 

 

 

     Current Assets:

 

 

 

 

 

          Cash

 $               447

 

 $                  -   

 

 $               447

          Cash held in trust account

 

 

               2,920

 

               2,920

          Accounts receivable

               3,500

 

 

 

               3,500

          Inventory

               9,870

 

 

 

               9,870

 

 

 

 

 

 

     Total Current Assets

             13,817

 

               2,920

 

             16,737

 

 

 

 

 

 

TOTAL ASSETS

 $          13,817

 

 $            2,920

 

 $          16,737

 

 

 

 

 

 

LIABILITIES AND STOCKHOLDERS DEFICIT:

 

 

 

 

 

     Current Liabilities:

 

 

 

 

 

          Accounts payable

 $                  -   

 

 $          41,569

 

 $                  -   

          Accrued expenses

               3,516

 

             17,000

 

 

         

 

 

 

 

 

     Total Current Liabilities

               3,516

 

             58,569

 

                       -

 

 

 

 

 

 

     Long Term Liabilities:

 

 

 

 

 

          Shareholder loans

           118,461

 

             20,000

 

           134,033

          Loans payable

             25,000

 

             24,500

 

             24,500

 

 

 

 

 

 

     Total Long Term Liabilities

           143,461

 

             44,500

 

           158,533

 

 

 

 

 

 

     Stockholders Deficit:

 

 

 

 

 

          Common stock

             81,005

 

                    67

 

             40,570

          Paid in capital

 

 

             72,000

 

             31,799

          Accumulated deficit

         (214,165)

 

         (172,216)

 

         (214,165)

 

 

 

 

 

 

     Total Stockholders Equity

         (133,160)

 

         (100,149)

 

         (141,796)

 

 

 

 

 

 

TOTAL LIABILITIES AND STOCKHOLDERS DEFICIT

 $          13,817

 

 $            2,920

 

 $          16,737

 

 

 

 

 

 


Note 9 - 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 10 - New accounting pronouncements:

In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts-and interpretation of FASB Statement No. 60”.  SFAS No. 163 clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and




Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007



measurement of premium revenue and claims liabilities. This statement also requires expanded disclosures about financial guarantee insurance contracts. SFAS No. 163 is effective for fiscal years beginning on or after December 15, 2008, and interim periods within those years. SFAS No. 163 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.


In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 162, “The Hierarchy of Generally Accepted Accounting Principles”.  SFAS No. 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. SFAS No. 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. SFAS No. 162 has no effect on the Company’s financial position, statements of operations, or cash flows at this time.


In March 2008, the Financial Accounting Standards Board, or FASB, issued SFAS No. 161, Disclosures about Derivative Instruments and Hedging Activities—an amendment of FASB Statement No. 133.  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 Statement 133 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 SFAS No. 161, 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. Accordingly, the staff will continue to accept, under certain circumstances, the use of the simplified method beyond December 31, 2007. The Company currently uses the simplified method for “plain vanilla” share options and warrants, and will assess the impact of SAB 110 for fiscal year 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 FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements—an amendment of ARB No. 51.  This statement amends ARB 51 to establish accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statements. Before this statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in




Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007



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 Statement 141 (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 FASB, issued FAS No. 141 (revised 2007), Business Combinations.’ This Statement replaces FASB Statement No. 141, Business Combinations, but retains the fundamental requirements in Statement 141.  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 FASB Statement No. 160, 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 FASB, issued SFAS No. 159, The Fair Value Option for Financial Assets and Liabilities—Including an Amendment of FASB Statement No. 115.  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 FAS 159 are elective; however, an amendment to FAS 115 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. SFAS No. 159 is effective as of the beginning of an entity's 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 SFAS No. 159 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 SFAS No. 157, 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




Nano-Jet Corp.

(A development stage enterprise)

Notes to Financial Statements

June 30, 2007



statement March 1, 2008, and it is not believed that this will have an impact on the Company’s consolidated financial position, results of operations or cash flows.







Item 2. Plan of Operation

Business Description

Nano-Jet Corp. was incorporated on November 4, 2002, in the State of Nevada as Can/Am Autosales, Inc.  The Company changed its name to on August 27, 2004, to LFG International, Inc.  On September 30, 2006, the Company completed a merger with Nano-Jet Corp., a private Nevada corporation.  On October 19, 2006, the Company changed its name to Nano-Jet Corp.

Nano-Jet has licensed a proprietary technology and currently holds patents for this technology worldwide.  The Company’s product will allow owners and operators of both gasoline and diesel powered vehicles to potentially save up to 20% in fuel efficiency and reduce fuel emissions into the environment by as much as 50%.


Plan of Operation


1.

Overview


Nano-Jet will market to both the American and international trucking and automobile parts distribution companies. 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 Nano-Jet fuel saving device. Nano-Jet expects to form licensing arrangements with original equipment manufacturers (OEMs) having high brand recognition in the automobile marketplace.

2.

Marketing Strategies


a. Nano-Jet’s primary market is the American trucking companies and automobile manufacturers and international trucking and automobile makers.  Nano-Jet expects its products will increase the speed and effectiveness with which it educates the consumer in order to capture more market share.  It will effectively do this by:


·

Producing commercials that demonstrate the superior performance and fuel efficiency of Nano-Jet 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 Nano-Jet 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 Nano-Jet’s website by strategic search engine registrations, increased links, and an email marketing campaign;


·

Adding video content to Nano-Jet’s commercial website so visitors experience a educational video presentation on the fuel efficiency and performance benefits of Nano-Jet 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 Nano-Jet for its customers;


·

Create strategic alliances with manufacturing companies like Kenworth, Peterbuilt, Volvo, Mercedes, General Motors, Ford, Toyota, Nissan, and Chrysler.


b. Licensing Agreements-Original Equipment Manufacturers

In addition to marketing techniques that effectively educate and lead the trucking and automobile companies to buy Nano-Jet products, Nano-Jet will also pursue strategic alliances with one or more major OEMs via licensing agreements.  These OEMs should 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 Nano-Jet’s new technology;

·

Access to new distribution channels;

·

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

·

Platform for ease of entry of future Nano-Jet 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 Nano-Jet, reduce the Company’s costs of marketing, and speed up marketing for world consumption.                

3. Website

     

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


The Company's two-fold marketing and sales strategy is directed toward establishing immediate technological preeminence, rapid penetration, and market dominance 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.


Financial Discussion

As of June 30, 2007, Nano-Jet had $448,227 cash.  Development stage net loss for the six-months ended June 30, 2007 was $289,868, compared to $24,135 for the six-month period ended June 30, 2006.  The loss for the quarter ended June 30, 2007 consisted primarily of legal and accounting expenses incident to the company’s development stage activities and its recent merger.   

There is substantial doubt about our ability to continue as a going concern as we have suffered recurring losses from operations and have no established source of revenue.  Accordingly, our independent auditors included an explanatory paragraph regarding concerns 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 3. 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 September 30, 2007, our disclosure controls and procedures were not effective in providing reasonable assurance that information we are required to disclose in reports we file is recorded, processed, summarized and reported within the periods specified.









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


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

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

· we have noted material weaknesses with respect to our corporate governance and control environment, as noted by restatements of our financial statements from September 30, 2006, to September 30, 2008, due to material misstatements noted in the mis-classification and treatment of our reverse merger, as more fully described in Note 2 to the interim financial statements filed with this report.  We have restated all financial statements from September 30, 2006 to September 30, 2008.


(b) Management’s Annual Report on Internal Control Over Financial Reporting


We have noted material weaknesses and significant deficiencies in our internal controls over financial reporting as a result of material misstatements relating to our financial statements from September 30, 2006 to September 30, 2008 as outlined above.  For more information on the material weakness, refer to Item 8 of Form 10-K/A for the year ended December 31, 2008 as filed on June 15, 2009.


(c) Changes in Internal Control Over Financial Reporting


There were no changes in our internal control over financial reporting during the three months ended September 30, 2007, that have materially affected, or are reasonably likely to materially affect our internal controls over financial reporting.


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

Part II – Other Information

Item 6. Exhibits and Reports on Form 8-K
Exhibits:

Exhibit No.

Document

Location

3.1

Articles of Incorporation

Previously Filed

3.2

Bylaws

Previously Filed

31.1

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

Included

32

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

Included








 In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, this 11th day of June, 2009.

NANO-JET CORP.

[nanojet10qa063007final004.gif]

By: Ken Martin

Its: CEO, Principal Accounting Officer