UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

 

(Mark One)

 

[X]	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2019

 

[  ]	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from           to           

 

Commission file number 333-225239

 

Elvictor Group, Inc.

(Exact name of registrant as specified in its charter)

 

Nevada		82-3296328
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

 

30 Wall Street (8^th Floor)

New York, NY 10005

(Address of principal executive offices)

 

Registrant’s telephone number, including area code: (646) 491-6601

 

Securities registered pursuant to Section 12(b) of the Act: None

 

Securities registered pursuant to Section 12(g) of the Exchange Act:

Common Stock, $.0001 par value per share

(Title of class)

 

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 Securities 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 its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X ] Yes [ ] No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “non-accelerated filer”, “smaller reporting company” and “emerging growth” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated filer [  ]	Accelerated filer [  ]
Non-accelerated filer [  ]	Smaller reporting company [X]
(do not check if smaller reporting company)	Emerging growth company [X]

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [  ]

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s Knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Yes [  ] No

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [  ] Yes [X] No

  

The number of shares of the Registrant’s common stock, $0.0001 par value per share, outstanding as of March 31, 2020 was 21,064,100.

 

 

TABLE OF CONTENTS

GENERAL INFORMATION

 

PART I
Item 1.	Business	1
Item 2.	Properties	9
Item 3.	Legal Proceedings	10
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	11
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	19
Item 9A.	Controls and Procedures	19
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	22
Item 11.	Executive Compensation	25
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	25
Item 13.	Certain Relationships and Related Transactions, and Director Independence	26
Item 14.	Principal Accounting Fees and Services	26
PART IV
Item 15.	Exhibits and Financial Statement Schedules	27
SIGNATURES		28

 

 

 

FORWARD-LOOKING STATEMENTS

 

Certain statements discussed in Item 1 (Business),, Item 3 (Legal Proceedings), Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations) and elsewhere in this Annual Report on Form 10-K as well as in other materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors are discussed and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the following should not be considered to be a complete discussion of all potential risks or uncertainties. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.

 

Emerging Growth Company Status

 

We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of an initial public offering of our equity securities; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three year period; and (iv) the date on which we are deemed to be a “large accelerated filer.” Pursuant to (ii) above, we will cease to be an emerging growth company effective December 31, 2023.

 

PART I

 

Item 1. Business

 

Company Overview

 

Elvictor Group, Inc., f/k/a Thenablers, Inc. (“Elvictor Group, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. The Company is an International Business Development Organization focused in the Design and Execution of New Market Strategies for its clients with the purpose of growing their brand and customer base. On December 13, 2019, the Company changes its name to “Elvictor Group, Inc.” in the state of Nevada and on February 27, 2020 FINRA approved the Corporate Action to change the name on OTC Markets, as well as change the trading symbol to “ELVG.”

We are currently a development stage company and to date we have recorded no revenue. Accordingly, our independent registered public accountants have issued a comment regarding our ability to continue as a going concern (please refer to the footnotes to the financial statements). Until such time that we are able to establish a consistent flow of revenues from our operations which is sufficient to sustain our operating needs, management intends to rely primarily upon debt financing to supplement cash flows, if any, generated by our services. We will seek out such financing as necessary to allow the Company to continue to grow our business operations, and to cover such cost, excluding professional fees, associated with being a reporting Company with the Securities and Exchange Commission ("SEC"). The Company has included such costs to become a publicly reporting company in its targeted expenses for working capital expenses and intends to seek out reasonable loans from friends, family and business acquaintances if it becomes necessary. At this point we have been funded by our founders and initial shareholders and have not received any firm commitments or indications from any family, friends or business acquaintances regarding any potential investment in the Company except those shareholders listed herein.

Neither the Company nor any Director or Officer nor any other affiliated or unaffiliated entity has any plans to use the Company as a vehicle for a private company to become a reporting company once Thenablers, Inc. becomes a reporting company. Additionally, we do not believe the Company is a blank check company as defined in Section a (2) of Rule 419 under the Securities Act of 1933, as amended because the Company has a specific business plan and has no plans or intentions to engage in a merger or acquisition with an unidentified entity.

Strategic Vision

 

Elvictor Group, Inc.’s vision is to become one of the most admired organizations in its sector, in the world, providing exceptional Customer Experience, Strategy Design and Implementation through Talent and Innovation. Its mission is to enable companies to expand their international coverage through a variety of services to be applied in each of the 3 stages of international expansion:

 

Development Stage	Execution Stage	Sustaining Stage
▪       Strategy Design	▪       Trade Agency	▪       Sales & Marketing
▪       Product Development	▪       Master Distributorship	▪       Human Resources
▪       Pricing	▪       Mergers & Acquisitions	▪       Project Financing

 

Targeting the Small/Medium Enterprises sector, Elvictor Group, Inc. can identify companies with Products, Technologies and Services that are exhibiting high growth potential and international applicability, with the purpose of developing and executing their international expansion strategies.

 

	Products	Technologies	Services
Why	Focus on Consumer  Products that are on launch or early-post-launch status and applicability in several markets	Focus on Technological Solutions that are developed for B2B sector with primary (but not limited) focus on Retail sector	Focus on Service Providers that have proven success record in operating in their market
How	The main objective of product producers, at launch stage, is to penetrate their production market. Offering a low cost, geographical expansion solution will result to better terms and quick contract acquisition	The Retail sector and specifically Modern Trade is standardized amongst markets and good technological solutions are applicable independent of the general market maturity	Despite being in a leading position in their service area, in their markets, such companies do not have the know-how in expanding internationally through partnerships that require advanced models
What	Acquire Exclusive Distributor rights for selected markets Acquire Exclusive Agent rights for selected markets Target to acquire a combination of the above	Acquire Exclusive Distributor rights for selected markets	Acquire Exclusive Agent rights for selected markets

 

Elvictor Group Inc. has nominal revenues to date and has only limited cash on hand. We have sustained losses since inception and have relied solely upon the sale of our securities for funding.

 

Elvictor Group Inc. has never declared bankruptcy, been in receivership, or involved in any kind of legal proceeding. The Company, its directors, officers, affiliates, and promoters, have not and do not intend to enter into negotiations or discussions with representatives or owners of any other businesses or companies regarding the possibility of an acquisition or merger.

 

Industry Overview

 

“New markets entry” may represent unprecedented business potential for a company but the risk of disruptions might be high. Even companies with significant international coverage, struggle in maximizing their potential given the continuous changing market conditions (consumer behavior, local competition etc.). Moreover, companies that start evaluating expanding internationally, are faced with dealing with the unknown of different cultures, local market idiosyncrasies and, most importantly, significant cash flow requirements.

 

Furthermore, companies from emerging markets encounter additional challenges pertaining to entering new, more developed markets (added costs, proving credibility, transparency and sustainability, etc.). However, such companies may have great benefits in the long run given their low operating cost and superior offerings.

 

Providing outsourcing solutions for International Expansion has become an increasing requirement in the recent years as the cost of performing such expansion with internal resources of a company are very costly and quite inefficient.

 

Current Operations

 

Elvictor Group Inc. current operations are focused on the following 4 pillars:

 

1.

Building awareness on the scope and potential of Elvictor Group Inc. by engaging with people/companies with influences in various countries

 

2.

Development of the network of representative companies that will assist in the acquisition and execution of multi-country contracts

 

3.

Evaluation of existing contracts within the representatives’ network that have high revenue/profit potential and can be acquired at good terms by Elvictor Group Inc.

 

	4.	New contract acquisition efforts from identified companies
	5.	Expanding crew management services.

 

Our initial revenues were derived from that certain Consulting Services Agreement, dated May 7, 2018, between the Company and Thenablers Ltd., an entity controlled by our former CEO Panagiotis Lazaretos, whereby the Company will provide services related to the sales and marketing of “SILBERPFEIL” energy drinks in Cyprus and Greece. As a commission fee for the services, the Company will earn a commission equal to a minimum of one point two cents ($0.012) and a maximum of ten cents ($0.10) per can sold by Thenablers Ltd. in Cyprus and Greece. There was also a one-time fee of $3,000 for setting up the sales and marketing materials. Due to lack of funding to cover costs of staff and general working capital, we were not as successful as we had projected regarding SILBERPFEIL. However, we will continue to explore the opportunity as capital becomes available, either through raising additional funds, or through cashflows derived from other segments of our business. The contract remains with Thenablers, Ltd.

 

The Greece and Cyprus agreements are Exclusive Distribution contracts. The distribution contracts have a five-year term for providing sales and services, targeting a ten percent (10%) penetration into the respective territory’s energy drink market. If we meet our distribution targets, our revenues should be approximately $1,300,000 to $1,500,000 in year 5 (2022) in each of the contracts with 5% gross profitability. For more details regarding the terms of these agreements, please refer to our exhibits.

 

Under a previous agency agreement in Mexico, we had a nine-month period to identify Mexican distributors. If successful, the Company would have received a fee at closing and a percentage-based commission on the sales volume between the identified distributor and the SILBERFEIL, for as long as the relationship is in existence. This agreement is no longer in existence.  

 

We currently have a contract with GBR GERMAN UG Constructions GmbH for the sales of prefabricated homes made from shipping containers, with exclusive rights for distribution in Zambia and India. We currently have no sales from this agreement. However, due to a slowdown in expansion plans, GBR GERMAN UG Constructions GmbH has been unable to provide sufficient inventory that would justify our continued operations with them.

 

On October 10, 2019, the Company consummated a transaction with the principals of Elvictor Group, a Cyprus based shipping crew management company to expand upon their relationships and contracts. Due to a lack of capital to purchase contracts from Elvictor directly, the Company’s management team determined that a hybrid joint venture arrangement would provide the most ideal relationship for all parties. The principals of Elvictor purchased 100% of our newly designated Series B Preferred Stock that upon meeting certain revenue thresholds, shall convert into 80,000,000 shares, adjusted per the scales described in the designation and were granted control of the Board of Directors. Management determined that if the Company’s assumption of crew management operations is successful, it would represent a much greater share of the Company’s revenues than are currently available, meriting the change in control. However, in the event that new management is not successful in creating significant value to shareholders and the Company, the founders of the Company have to ability to regain overall control of the Company. Panagiotis Lazaretos, Pangiotis Tolis, and Theofylaktos Petros Economou shall remain as executives of the Company, being the Chief International Development Officer, Chief Investor Relations Officer, and the Chief Financial Officer respectively. This will allow the Elvictor principals to manage operations of crew management contracts, while Panagiotis Lazaretos can focus on expansion and investment opportunities for both crew management operations and continue to explore other opportunities within Thenablers Network. Panagiotis Tolis will help manage reporting and compliance responsibilities of the Company. In addition, the Company’s Board is currently deliberating on chartering an advisory board, which will include members of our previous management team.

 

Building off of the experience of our Director and Chief International Development Officer, Panagiotis Lazaretos, our Network, and combining it with the proven track record of crew management and over 40 years of experience in the shipping world, we believe that we can expand on the success of the Elvictor business model while providing an added value to the overall business plan.

 

Network

 

Thenablers Inc. has developed a collaboration framework with local business development companies in key global markets to ensure sufficient coverage potential for its clients. Such companies will act as Elvictor Group Inc. representatives with the main objectives of (a) acquiring new client contracts on behalf of Elvictor Group, Inc and (b) executing, in their country, already secured contracts by Elvictor Group Inc. The network members act as sales representatives for the Company. The strength of Elvictor Group, Inc. is in our diversified and locally based network members. This provides a lower barrier of entry and allows us to manage our resources more efficiently with lower costs.

 

Americas	Europe	Asia	Oceania
▪    Belize ▪    Costa Rica ▪    El Salvador ▪    Guatemala ▪    Honduras ▪    Nicaragua ▪    Panama	▪    Bulgaria ▪    Cyprus ▪    Czech Rep ▪    Greece ▪    Romania ▪    Slovakia ▪    Turkey	▪    China ▪    Hong Kong ▪    Macau ▪    Taiwan	▪    Australia

 

Marketing Strategy

 

Elvictor Group Inc. have developed a solid 6-pillar marketing strategy to boost corporate awareness and increase revenues:

 

1.

Network Marketing

Having developed a significant network of collaborating companies (as above), we have to seize the opportunity of integrating such companies under one marketing strategy and thus multiply our reach potential

 

2.

Thought Leadership (content marketing)

Given the vast experience of the ELVICTOR GROUP Inc. shareholders and executives in International Business we plan to issue monthly web articles on success stories, best practices and lessons learned from different regions of the world that will position us as experts in our sector

 

3.

Referral Programs

Taking advantage of our network that covers 19 markets, we have the ability to use “word of mouth” and innovative incentive mechanisms to generate awareness for the ELVICTOR GROUP Inc. name, capabilities, and way-of-working

 

4.

Earned Media and PR

We plan to utilize our business seniority and local market connections in each market to gain media and brand exposure at no cost by emphasizing our business model and success stories that are a clear differentiator from competition.

 

5.

Networking Events

It is part of our strategy to allocate regional travel for networking events where we would have the ability to integrate and connect with senior management of target clients. Our representatives will be part of the organization and execution of such events

 

6.

Social Media, SEO and Retargeting

Utilizing online methodologies to attract customers has become a standard and cost-efficient process these days, and we plan to select a partner firm that will help us position efficiently and differentiate from competition our service offerings

 

Growth Strategy

 

Elvictor Group Inc.’s growth strategy is geared towards significantly (in the short term) and continuously (in the long term) increasing market share under a methodology that ensures sustainability, by:

 

1.

Keep increasing the network of collaborating companies

 

2.

Enhance infrastructure to manage and get the most out of the network of collaborating companies

 

3.

Utilize local know how to develop global solutions

 

4.

Build Mechanisms to attract and maintain talent

 

5.

Be socially responsible by engaging our clients and ourselves in selected charity programs

 

6.

Diversify in services offered and clients’ sectors targeted.

 

Competition

 

Two main tiers of competition exist in the Outsourcing of International Expansion business:

 

1.

Global Consulting firms

Leading companies like Boston Consulting Group, Bain Associates, etc., are linked with large multinational clients under multi-service agreement. As part of their service line they offer “International Expansion / New Market Entry Strategies” but they are not considered a threat to Elvictor Group, Inc. since our targeted client list refers to small/medium enterprises that cannot afford the high pricing schemes such consulting firms offer.

 

2.

Local Consulting Firms

In every market, there are several well perceived local firms that provide management consulting services at the market level. In the case that one of their clients requests assistance in entering new markets, such firms may take the task but hardly execute the “implementation phase” as they do not have the presence or required contacts in global markets. They do pose a threat though, as they are well positioned to get the business.

 

The following SWOT Analysis describes the competitive advantages Elvictor Group, Inc. has in entering the Outsourcing of International Expansion business over competition:

 

Strengths	▪    Key shareholders and executives with over 15 years of experience in designing and executing multi-country strategies for their clients ▪    Good geographical coverage that is an asset in the effort of acquisition and execution of contracts ▪    Ability to grow the collaborating network / geography with no major investment ▪    Ability to manage the contracts and collaborating network with low operating cost and low number of human resources
Weaknesses	▪    Local collaborating network might not have adequate resources and/or time to execute contracts at proper speed
Opportunities	▪    Small / medium enterprises do not have funds to contract large consulting firms to help them expand internationally ▪    Ease of expanding geographical coverage can give quicker access to more small / medium enterprises that are aiming to expand internationally ▪    There is no clearly defined competition for the small / medium enterprises sector other than local consulting companies with no international experience
Threats	▪    New contract acquisition might be slow, and the business does not have startup sustainability ▪    Local consulting firms well positioned to get the business but hardly execute the implementation phase

 

Talent Sources and Names of Principal Suppliers

 

Previously, the Company relied heavily on the expertise and experience of our founders for driving our business. However, with the addition of the crew management operations, a large segment of our operations will rely upon the experience and expertise of our new management team, which will be enhanced by the experience of our founders. As we are effectively a consultancy, we do not rely on suppliers for operations. However, we do require the skills and network of our Directors and Officers to grow the business, particularly in our early stages. We have established a collaboration network of eight independent consulting firms that will allow us to provide coverage potential to our clients and our own in house operations in 19 countries in four continents. We rely on the expertise and abilities of each network member in their own capacity.

 

Dependence on one or a few major Customers

 

Currently, we will be relying upon our crew management operations to provide cashflows to support itself, general and administrative costs, and expansion of other business segments.

 

Patents, Trademarks, Licenses, Agreements or Contracts

 

We don’t have current intellectual property.

 

Government Regulation

 

Elvictor Group, Inc. is not currently subject to direct federal, state, or local regulation other than the requirement to have a business license for the area in which we conduct business. However, depending on our customers and the products or services that they sell, we may become subject to additional government regulations in the future.

 

Employees and Consultants

 

Elvictor Group, Inc. currently has no employees except our management team. As our crew management operations expand, we will quickly require additional administrative and sales personnel.

 

Crew Management Services

 

With the onboarding of the Elvictor name brand and team, we look to grow our crew management division by providing new markets to the already established expertise of our management team in the market of international crew management. Our main scope will be focused on artificial intelligence application on our cloud systems in order to enhance our competitive innovative toolbox and increasing our service value and transparency of services for acquiring sophisticated clients and increasing our global competitive value advantage. Furthermore, we consider the possibility of risk averse expansion of the Company through carefully selected perpendicularly or horizontally integrated acquisitions, minority or majority stake holding, in shipping management and services companies. In addition, we may look to explore additional opportunities related to lending and investment directly to ship operators in order to build our assets and provide new solutions for ship operations. We seek to develop a self – sustained company by continuously increasing the revenues streams from growing clientele and from varying investments.

 

Current Operations

 

Currently, we are in the process of onboarding new clients and have yet to see revenues generated from these operations, as we want to ensure the most efficient corporate structure. Our focus is on improving recruitment models based on what we have determined to be short comings of current recruitment models. In addition, we believe the opportunity is ripe for change and innovation, as the industry currently faces a shortage of seafaring labor. These shortages along with deficiencies in recruiting metrics lead to accidents. Currently, 80% of maritime accidents can be attributed to some form of human error. We look to cease upon these deficiencies to improve crew management overall and minimize the operating expenses and risks of the ship managers. We strongly believe that the game changer will be not only to recruit seafarers and provide skillful crew, but also to provide operational efficiency, cost and risk minimization, transparency of services, and information intelligence.

 

Competition and Landscape

 

Most of the large competitors are ship managers that do not provide offering crew management services exclusively.

 

Shipping is largely ethnocentric in nature and cultural norms largely govern the nature of relationships between parties. Transparency of procedures and operations is a key purchasing criterion that principals adopt when choosing crew services. We believe that the Company’s digitalization philosophy goes to provide this this transparency in ways the industry currently doesn’t have.

 

There are numerous small size manning agencies situated only in their countries of domicile (Ukraine, Sri-Lanka, Philippines, etc.), trying to approach global ship managers by providing under below market fees. Ship managers exploit the opportunity of being serviced at a lower price. However, it has been shown that in the long run, these local manning agencies do not possess the know-how and the capacity to serve their clients due to the complicated recruitment logistics, and due to the high demands of the clients. This creates complications for the ship manager’s own crew department that should handle various manning agencies, while also managing varied jurisdictional requirements, differing application forms, and multi-lingual communications to coordinate and control the overall recruitment. This complexity often times results in non-compliance with large ship owners and shippers, Institute of Supply and Demand (ISM) non-compliance, and may result to vessel detentions and rising claims.

 

Elvictor’s competitors have recently lost part of their fleet under management since they are characterized by the lack of IT innovation (while using outdated software solutions from software companies that have boxed the crewing business into a software that cannot be integrated with external applications) and by the low pricing and discount offers they provide that has proven to have an immediate impact on their quality of services.

 

If we are to classify our competitors, they can be segmented in two broad categories:

 

a)       Simple manning / crew management companies which provide isolated services encompassing ship personnel without expanding to more complicated logistics that are complementary to the recruitment process. These companies fail consistently to provide qualitative crew and cope with the complexity of the crew recruitment logistics/operations, due their small size and limited resources/reach. It is a fact that they lack digital organization, cutting edge connectivity, logistical know-how. Many of these companies are short lived, and those that survive do so due to below the market fees structure to secure clientele and complement their revenues with unethical and non-transparent strategies.

 

b)       Organizations which are supported by private funds and/or financial institutions mandated to invest in vessel acquisitions in exchange for crew, technical and overall ship management. These organizations form the top tier of the global competitors, who in turn fail due to their size and over complicated internal structure, which borne convoluted lines of communication and conflicting internal politics all at the expense of operational efficiency. Many Ship Owners/Managers resort to services from these large organizations believing that they are one-stop-shop, but ultimately the trade-off is in personal service and again lack-of-transparency due to a black-box service structure.

 

Our Company’s competitive advantages are:

 

a)       Bespoke service structure tailor-made to the specific requirements of ship owners/managers making our IT infrastructure customized to the specific requirements as stipulated during our day-to-day collaboration.

 

b)       The Company’s intranets provide a transparent and interactive ecosystem, bringing all parties (Ship Owner/Manager, Seafarer, Manning Office, Crew Manager) together to perform accurate and timely operations that are dictated by the Ship Owner’s/ Managers ISM Policy and procedures. This is attained by morphing the Ship Owner’s/ Managers ISM Policy and procedures into Elvictor’s online systems.

 

As a starting point, we plan to build from existing relationships with the Elvictor team, which have been created over 45 years of experience in the industry, which will allow the company to establish itself with little pressure from the markets. As we begin to grow our operations and venture into new products and solutions, we anticipate competitive pressures to increase, particularly from established firms that find our solutions disruptive.

  

Government Regulation

 

As crew management service providers, we are not directly governed by governmental regulators. However, we must, at all times, remain diligent in keeping abreast of changes in labor regulations, maritime regulations, and other trade regulations that affect our customers. In addition, as we begin to roll out additional products and solutions, we may find certain aspects of our operations fall under regulatory regimes governing the specific products or the Company as a whole. For example, if we begin to explore providing financial products, we may fall under certain banking or securities regulations. If our assets base meets certain thresholds of investment, we may be subject to Investment Company Act regulatory requirements.

 

Employees and Consultants

 

Elvictor Group, Inc. currently has no employees except our management team. As our crew management operations expand, we will quickly require additional administrative and sales personnel. Theofylaktos Petros Oikonomou, our CFO, currently receives $2,000 per month, but there is no formal agreement at this time. Konstantinos Galanakis, our CEO, is currently accruing salary at $3,000 per month, to begin receiving regular payments beginning in June 2020. Mr. Galanakis does not currently have a formal employment agreement.

 

Item 2. Properties

 

The Company’s principal business and corporate address is 30 Wall Street, 8^th Floor, New York, NY. The space is being provided through a lease agreement with a monthly cost of $50. The office is a virtual office for the purpose of providing a consistent point of contact for communications with the public and the shareholders of the Company. Day to day operations are performed by our team via the internet and other means of mobile communication tools which allow us to limit the need for formal space. We currently have no intention of finding another office space to rent during the development stage of the company.

 

The Company does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.

 

Item 3. Legal Proceedings

 

Currently, the Company is not involved in any pending or threatened material litigation or other material legal proceedings, nor have we been made aware of any pending or threatened regulatory audits.

 

To our knowledge, during the past ten years, no present or former director or executive officer of our company:

(1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;

(2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) engaging in any type of business practice;

(iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;

(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;

(5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate;

(6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

 

PART II

 

Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

Dividend Policy

 

The Company does not anticipate paying dividends on the Common Stock at any time in the foreseeable future. The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deem relevant.

  

Securities Authorized for Issuance Under Equity Compensation Plans

 

The Company has not adopted an equity compensation plan.

 

Unregistered Sales of Equity Securities

 

Note that all issuances described below represent the number of shares issued at the time of issuance.

 

Issuance of Common Stock

 

The Company has 200,000,000, $0.0001 par value shares of common stock authorized.

The Company issued 20,000,000 to its founders valued at $2000 ($0.0001 per share).

On January 15, 2018, the Company issued 10,000 shares of common stock to Prodromos Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.

On January 15, 2018, the Company issued 10,000 shares of common stock to Stavros Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.

On January 17, 2018, the Company issued 25,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $5,000.00 at $0.20 per share.

On January 18, 2018, the Company issued 10,000 shares of common stock to Alexndros Koukas for cash proceeds of $2,000.00 at $0.20 per share.

On January 29, 2018, the Company issued 15,000 shares of common stock to Georgios Kapaniris for cash proceeds of $3,000.00 at $0.20 per share.

On February 9, 2018, the Company issued 10,000 shares of common stock to Marina Brisimi for cash proceeds of $2,000.00 at $0.20 per share.

On February 9, 2018, the Company issued 10,000 shares of common stock to Evangelos Brisimis for cash proceeds of $2,000.00 at $0.20 per share.

On February 9, 2018, the Company issued 15,000 shares of common stock to Dessislav Krumov Djarkov for cash proceeds of $3,000.00 at $0.20 per share.

On February 12, 2018, the Company issued 50,000 shares of common stock to Athanasios Tolis for cash proceeds of $10,000.00 at $0.20 per share.

On February 14, 2018, the Company issued 10,000 shares of common stock to George Mengos for cash proceeds of $2,000.00 at $0.20 per share.

On February 19, 2018, the Company issued 15,000 shares of common stock to Nektarios Tzortzoglou for cash proceeds of $3,000.00 at $0.20 per share.

On February 19, 2018, the Company issued 10,000 shares of common stock to Vilelmini Fatourou for cash proceeds of $2,000.00 at $0.20 per share.

On February 22, 2018, the Company issued 10,000 shares of common stock to Dogan Omer Ozyigit for cash proceeds of $2,000.00 at $0.20 per share.

On February 28, 2018, the Company issued 10,000 shares of common stock to Robert Brown for cash proceeds of $2,000.00 at $0.20 per share.

On March 1, 2018, the Company issued 16,000 shares of common stock to Dragon Ventures Management, Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

On March 1, 2018, the Company issued 16,000 shares of common stock to GMPraxis Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

On March 1, 2018, the Company issued 16,000 shares of common stock to Field Insights CEE, SRL Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

On March 5, 2018, the Company issued 10,000 shares of common stock to First Call Holding Cyprus for cash proceeds of $2,000.00 at $0.20 per share.

On March 5, 2018, the Company issued 11,700 shares of common stock to Efthymia Lioulia for cash proceeds of $2,340.00 at $0.20 per share.

On March 8, 2018, the Company issued 10,000 shares of common stock to Donald Ruan for cash proceeds of $2,000.00 at $0.20 per share.

On March 9, 2018, the Company issued 10,000 shares of common stock to Peter Brown for cash proceeds of $2,000.00 at $0.20 per share.

On March 12, 2018, the Company issued 10,000 shares of common stock to Predica Constanta for cash proceeds of $2,000.00 at $0.20 per share.

On March 23, 2018, the Company issued 10,000 shares of common stock to Patricia Franco for cash proceeds of $2,000.00 at $0.20 per share.

On March 23, 2018, the Company issued 25,000 shares of common stock to Filippo Giacomo for cash proceeds of $5,000.00 at $0.20 per share.

On March 26, 2018, the Company issued 10,000 shares of common stock to Renee Deschaine for cash proceeds of $2,000.00 at $0.20 per share.

On March 28, 2018, the Company issued 12,500 shares of common stock to Konstantinos Piperas for cash proceeds of $2,500.00 at $0.20 per share.

On March 28, 2018, the Company issued 16,000 shares of common stock to CEO Medya Pazarlama Ve Ajans Hizmetleri, Ltd. for services rendered of $3,200.00 at fair market value of $0.20 per share.

On March 30, 2018, the Company issued 10,000 shares of common stock to William Bartels for cash proceeds of $2,000.00 at $0.20 per share.

On April 2, 2018, the Company issued 25,000 shares of common stock to Mehmet Metin Yilmaz for cash proceeds of $5,000.00 at $0.20 per share.

On April 3, 2018, the Company issued 10,000 shares of common stock to George Sakoulas for cash proceeds of $2,000.00 at $0.20 per share.

On April 4, 2018, the Company issued 32,000 shares of common stock to Spar PTY Ltd for cash proceeds of $6,400.00 at $0.20 per share.

On April 4, 2018, the Company issued 24,000 shares of common stock to Floor Graphics BG Ltd for cash proceeds of $4,800.00 at $0.20 per share.

On April 10 30, 2018, the Company issued 25,000 shares of common stock to Michael Stefanidis for cash proceeds of $5,000.00 at $0.20 per share.

On April 11, 2018, the Company issued 12,500 shares of common stock to Ilias Bouzalas for cash proceeds of $2,500.00 at $0.20 per share.

On April 23, 2018, the Company issued 10,000 shares of common stock to Kimberly Villani for cash proceeds of $2,000.00 at $0.20 per share.

On April 23, 2018, the Company issued 25,000 shares of common stock to James Daniel Williams for cash proceeds of $5,000.00 at $0.20 per share.

On May 1, 2019, the Company issued 5,000 shares of common stock to Theodore Giamias for services rendered of $1,250.00 at fair market value of $0.25 per share.

On May 20, 2019, the Company issued 40,000 shares of common stock to Panagiotis Avramidis for cash proceeds of $10,000.00 at $0.25 per share.

On May 20, 2019, the Company issued 20,000 shares of common stock to Savvas Dimopoulos for cash proceeds of $5,000.00 at $0.25 per share.

On May 22, 2019, the Company issued 20,000 shares of common stock to Anargyris Vasilakos for cash proceeds of $5,000.00 at $0.25 per share.

On May 29, 2019, the Company issued 20,000 shares of common stock to Dimitrios Agapitos for cash proceeds of $5,000.00 at $0.25 per share.

On July 10, 2019, the Company issued 20,000 shares of common stock to Nikolaos Zavras for cash proceeds of $5,000.00 at $0.25 per share

On October 7, 2019 the Company issued 100,000 shares of common stock to Eilers Law Group, P.A. for services rendered of $25,000.00 at fair market value of $0.25 per share

Issuance of Preferred Stock

On October 7, 2019, Elvictor Group, Inc. entered into four separate “Series A Convertible Preferred Stock Purchase Agreements” for exactly 80,000,000 shares of a newly designated Series A Preferred Stock, in exchange for an aggregate purchase price of $30,000.00 pursuant to Regulation S of the Securities Act of 1933, as amended. Per the terms of the Agreements, these shares may not be converted for one year after they are issued and shall automatically convert exactly 18 months after the issuance of each share into a number of shares of Common Stock to be determined based on the Company’s performance. The holders of Series A Preferred Stock shall be entitled to vote with the shares of the Company’s Common Stock on any vote in which holders of the Common Stock are entitled to vote and shall have voting rights equal to exactly one vote per share of Series A Preferred Stock. The stocks were issued to:

On October 7, 2019 the Company issued 24,000,000 shares of preferred stock to Aikaterini Galanaki for cash proceeds of $6,600.00 at 0.000375 per share

On October 7, 2019 the Company issued 28,000,000 shares of preferred stock to Konstantinos Galanakis for cash proceeds of $7,700.00 at 0.000375 per share

On October 7, 2019 the Company issued 27,800,000 shares of preferred stock to Stavros Galanakis for cash proceeds of $7,645.00 at 0.000375 per share

On October 7, 2019 the Company issued 200,000 shares of preferred stock to Theodoros Chouliaras for cash proceeds of $55.00 at 0.000375 per share

Repurchases of Equity Securities

 

We repurchased no shares of our Common Stock during the year ended December 31, 2019 .

 

Item 6. Selected Financial Data.

 

As an emerging growth company, we are not required to furnish.

 

Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. This discussion should be read in conjunction with the other sections of this Form 10-K, including “Risk Factors,” and the Financial Statements. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report on Form 10-K. See “Forward-Looking Statements.” Our actual results may differ materially. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.

 

As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the business of Sun Power Holdings Corp.

 

Organizational Overview

 

Elvictor Group, Inc. formerly known as Thenablers, Inc. (“Elvictor Group, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. The Company is an International Business Development organization focused in the development and execution of New Market Strategies for its clients by providing access to distributors and strategic partners for growing their brand and customer base. With the change to the Elvictor name came the addition of the brand and new team in crew management in the shipping industry. The company looks to grow their crew management division by providing new markets to the already established expertise of their management team in the market of international crew management.

On December 13, 2019, pursuant to the approval of a majority of the voting interests for Thenablers, Inc. (hereinafter the “Company”), the Company filed a Certificate of Amendment with the Secretary of State for Nevada to change its name from “Thenablers, Inc.” to “Elvictor Group, Inc.”, to better reflect new business interests and to further take steps to make application of a corporate action with FINRA to have the name change approved and to change the symbol of the Company to “ELVG” or such symbol that is available and approved by the officers of the Company.

Pursuant to the approval of that application to FINRA, and on February 27, 2020, the name of the Company was changed to Elvictor Group, Inc. on OTC Markets, and the symbol for trading was changed to “ELVG”.

Going Concern

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates the continuation of the Company as a going concern. The Company had revenues for the year ended December 31, 2018 of $3,822 and $473 for the year ended December 31, 2019. The Company currently has limited working capital and is continuing its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time. Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

  

Critical Accounting Policies and Estimates

 

Our significant accounting policies are more fully described in the notes to our consolidated financial statements. Those material accounting estimates that we believe are the most critical to an investor’s understanding of our financial results and condition are discussed immediately below and are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management to determine the appropriate assumptions to be used in the determination of certain estimates.

 

Basis of Presentation

 

The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.

 

Accounting Basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”).  The Company has adopted a December 31 fiscal year end.

 

Cash and Cash Equivalents

 

Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

 

Accounts Receivable

 

The company has entered into related party transactions with companies owned or subject to significant influence by management, directors and principle shareholders. The balance in accounts receivable are payable upon demand and have arisen from the provision of services based on contracts with customers.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognized from contracts with customers is disclosed separately from other sources of revenue.

 

Stock-Based Compensation

 

The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options and for non-employee equity transactions as per ASC 718 rules.

 

For transactions in which we obtain certain services of employees, directors, and consultants in exchange for an award of equity instruments, we measure the cost of the services based on the grant date fair value of the award. We recognize the cost over the vesting period

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2019.

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

Subsequent Events

 

The Company has analyzed the transactions from December 31, 2019 to the date these financial statements were issued for subsequent event disclosure purposes.

 

Results of Operations for the Year Ended December 31, 2019 as Compared to the Year Ended December 31, 2018

 

Results of Operations

For the years ended December 31, 2019 and 2018, we generated $473 and $3,822 in related party revenues, respectively. Our decrease in revenue is due to our inability to execute the SILBERPFEIL business plan that was operated through Thenablers, Ltd.

Operating Expenses

 

For the years ended December 31, 2019 and 2018, we incurred $105,216 and $88,986 in operating expenses, respectively. The increase in Operating Expenses is due primarily to an increase in professional fees, professional fees from a related party, salaries of officers, and an increase in general and administrative costs.

 

Net Loss

For the years ended December 31, 2019 and 2018, we incurred a net loss of $104,743 and $85,164, respectively, or $(0.01) and $(0.00), respectively, per common share. The increase in net loss is due primarily to an increase in total loss from operations. 

Liquidity and Capital Resources

 

Net Working Capital

 

We have, since inception, financed operations and capital expenditures through the sale of stock and convertible notes. Our immediate sources of liquidity include cash and cash equivalents, accounts receivable, and related party short-term loans.

 

We had working capital deficit during the year ended December 31, 2019 of $16,761 compared to $7,786 for the year ended December 31, 2018.   

 

We must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate liquidity without requiring additional funds from external sources to meet minimum operating requirements. We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all.

 

Generally, the Company has insufficient capital to maintain operations. Cashflows from operations of the Company and all its subsidiary holdings will not sustain the Company’s operations, let alone its filing requirements, unless there is substantial influx of cash flow through debt and equity financing.

 

Cash Flows from Operating Activities

 

Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. Costs such as professional fees, stock-based compensation expenses, and other general and administrative costs represent a significant portion of the Company’s continuing operating costs.

 

Net cash flow used in operating activities was $63,057 for the year ended December 31, 2019, compared to $71,264 used in operating activities during the year ended December 31, 2018. Our net loss in cash flow for the year ended December 31, 2019 was due to a net loss of $104,743, and an increase in accounts receivable due to related party of $3000, shares issued for service for $26,250, accrued payroll of $1,935, and short-term loan of $10,000.

 

 Cash Flows from Investing Activities

 

None

 

Cash Flows from Financing Activities

 

Cash provided by (used in) financing activities provides an indication of our sale of common stock and proceeds from capital raise transactions.

 

Net cash provided by financing activities was $62,922 for the year ended December 31, 2019 and consisted of $(3,078) due to related party, $30,000 from sale of common stock, $30,000 from sale of preferred stock, and $6,000 in subscription receivables. Net cash provided by financing activities was $95,658 for the year ended December 31, 2018 and consisted of $12,318 due to a related party, $77,340 due to the sale of common stock, and $6,000 in subscription receivables.

 

In the short term, we must raise additional capital through financing activities to support our business operations and grow our business. Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams to generate positive cash flows to sustain adequate liquidity without impairing growth initiatives or requiring the infusion of additional funds from external sources to meet minimum operating requirements. We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all.

 

Off-Balance Sheet Arrangements

 

We have no off-balance sheet financing arrangements.

 

Contractual Obligations

 

Not required of smaller reporting companies.

 

Item 8. Financial Statements and Supplementary Data

 

Our consolidated financial statements and notes thereto and the report of our independent registered public accounting firm, are set forth on pages F-1 through F-14 of this report.

 

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

None.

 

Item 9A. Controls and Procedures

 

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports, filed under the Securities Exchange Act of 1934, is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our chief executive officer and chief financial officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

 

As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting. 

 

To address these material weaknesses, management engaged financial consultants, performed additional analyses and other procedures to ensure that the financial statements included herein fairly present, in all material respects, our financial position, results of operations and cash flows for the periods presented.

 

A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, 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. Management has identified the following material weaknesses which have caused management to conclude that as of December 31, 2019 our internal controls over financial reporting were not effective at the reasonable assurance level:

 

1.       We do not have written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of Section 404 of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2019. Management evaluated the impact of our failure to have written documentation of our internal controls and procedures on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

2.       We do not have sufficient resources in our accounting function, which restricts the Company’s ability to gather, analyze and properly review information related to financial reporting in a timely manner. In addition, due to our size and nature, segregation of all conflicting duties may not always be possible and may not be economically feasible. However, to the extent possible, the initiation of transactions, the custody of assets and the recording of transactions should be performed by separate individuals. Management evaluated the impact of our failure to have segregation of duties on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted represented a material weakness.

 

3.       We do not have personnel with sufficient experience with United States generally accepted accounting principles to address complex transactions.

 

4.       We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.

 

5.       We have determined that oversight over our external financial reporting and internal control over our financial reporting is ineffective. The Chief Financial Officer has not provided adequate review of the Company’s SEC’s filings and financial statements and has not provided adequate supervision and review of the Company’s accounting personnel or oversight of the independent registered accounting firm’s audit of the Company’s financial statement.

 

We have taken steps to remediate some of the weaknesses described above, including by engaging a financial reporting advisor with expertise in accounting for complex transactions. We intend to continue to address these weaknesses as resources permit.

 

Changes in internal control over financial reporting

 

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2019 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting 

 

Item 9B. Other Information

 

None.

 

PART III

 

Item 10. Directors, Executive Officers, and Corporate Governance;

 

The current Directors and Officers of the Company are as follows:

 

Name		Age				Position
Konstantinos Galanakis			41			Director/CEO
Christodoulos Tzoutzakis			48			Director/COO
Stavros Galanakis			69			Director
Panagiotis Lazaretos			48			Director, Chief International Development Officer
Panagiotis Tolis			48			Director, Chief Investor Relations Officer
Theofylaktos Petros Oikonomou			50			Chief Financial Officer

 

Stavros Galanakis – Chairman

 

Stavros Galanakis is the Founder and Chairman of Elvictor Group, which he founded in 1977. Mr. Galanakis has been a ship owner and ship manager for over 20 vessels, primarily bulk carriers and chemical tankers. He is widely recognized as a pioneer in the field of crewing, having set up the oldest crew services company in Greece, and leading the exploration of new markets when it comes to the supply of labor onboard. During his time with Elvictor Group, he has offered unparalleled solutions to the crewing needs of some of the most reputable ship owners in Greece and abroad, establishing himself as a highly respectable member in the global shipping value network. For such reasons, he was given the honor of the title of Consul General of the Republic of Maldives from 1995 through 2017. His main role as Chairman of Elvictor Group is to safeguard and maintain that all activities of the Group are deployed in purely sustainable, robustly professional, and strictly ethical norms in relation to client-driven activities, as well as ensuring the well-being and fair treatment of seafarers. Mr. Galanakis studied at the University of Athens and is married with three sons and currently resides in Athens, Greece.

Konstantinos Galanakis – Director, CEO

Konstantinos Galanakis is currently the Chief Executive Officer of Elvictor Group, a leading crew management and maritime training service provider. Following a thorough training in various universities and organizations with a dedicated focus and personal interest in mergers and acquisitions, he joined Elvictor Group in 2001. In his current capacity, he is responsible for controlling cross-national operations of Elvictor Group’s business units as well as orchestrating the smooth inter-functional coordination of the Group’s diverse value chain activities. He is widely recognized as one of the pioneers in the field of information technology applications in the field of shipping, and he is fully committed to promoting the agenda of quality and safety onboard ships while still maintaining an active interest in the field of mergers and acquisitions. Mr. Galanakis has a B.B.A, and M.B.A., and master’s degree in Shipping.

Christodoulos Tzoutzakis – Director, COO

Christodoulos Tzoutzakis is currently the Chief Operations Officer of Elvictor Group, a leading crew management and maritime training services provider. He joined Elvictor Group in 2002, and in his current role he focuses on digital transformation of the procedures of a company while refining procedures which try to lower human error and provide customer satisfaction. His involvement with a variety of projects has given him a wide knowledge base of the maritime industry which makes him very versatile when coming up with solutions on how to deal with the challenges found at the intersection of the maritime sector and the human resources sector. Mr. Tzoutzakis has a bachelor’s degree in Computer Science and a master’s degree in Information Management and Analytics. He is married with two children and currently resides in Athens, Greece.

Panagiotis Lazaretos – Director, Chief International Development Officer

Panagiotis Lazaretos has over 15 years of international business development professional experience. Since 2017 Mr. Lazaretos has been a Director for Sales Service International. From 2013 to 2016, Mr. Lazaretos was Regional Director for Field Marketing Services for Adecco Group where he helped launch start up positions in 17 new markets, created a field force of over 2,000 marketers, and met return on investment goals in 3 years. From 2002 to 2013, Mr. Lazaretos was Vice President of International Operations for SPAR Group, a NASDAQ listed company where he was responsible for nine international operations in Canada, Mexico, Turkey, Romania, South Africa, India, China, Japan, and Australia. Prior to becoming Vice President of International Operations, Mr. Lazaretos was Director of Technology for 5 years.

Mr. Lazaretos holds a BS in Computer Science from State University of New York, New York and has attended MBA studies in I.T. at Pace University.

The Company believes that Mr. Lazeretos’ experience as a director of subsidiaries of SPAR Group Inc. (NASDAQ:SGRP) as well as his experience as a manager make Mr. Lazaretos qualified to serve as a Director.

Panagiotis Tolis – Director, Chief Investor Relations Officer.

Panagiotis Tolis brings to the Company over 25 years of banking, finance and business consulting experience. Beginning in 1992, Mr. Tolis worked for almost 12 years with Geniki Bank, S.A. in Athens providing portfolio advice for the bank’s clients. After leaving Geniki Bank, S.A. in 2004, Mr. Tolis joined Bank of Cyprus, PLC as Corporate Relationship Manager providing portfolio management for large companies. In 2007, Mr. Tolis took his talents to Alpha Bank, S.A. in Athens, again managing loan portfolios, while providing supervision to approximately 40 companies during his 2-year tenure. In 2008, Mr. Tolis broke out on his own, providing business and financial services until 2010, when he joined Expense Reductions Analysts, an international firm focused on cost management consulting services for corporate customers. In 2013, Mr. Tolis became a shareholder/partner to Verallis in Athens, again focusing on cost management where he still provides services on a part time basis. From 2012 to 2013, Mr. Tolis also serviced as a Director and Secretary of Prime Real Estates and Development, Inc., now known as Cosmos Holdings, Inc. an OTCQB listed company.

Mr. Tolis holds several degrees and certifications, including an MSc in Financial Management from the University of Surrey, UK, an MSc in Financial Management from the University of Piraeus, Greece, a BS in Operational Research and Marketing from the Athens University of Economics and Business, and a BS in Accounting and Business Administration from the Technological Education Institute of Piraeus, Greece.

Mr. Tolis’ experiences serving as a member of a Board of Directors on a publicly traded company in the US, as well as his extensive understanding of US capital markets make Mr. Tolis a qualified candidate to serve as a Director of the Company. Furthermore, he has extensive experience and expertise in finance and business development as an executive in the banking sector and as a business consultant.

Theofylaktos Petros Oikonomou – Chief Financial Officer

Petros Economou brings over 20 years of corporate finance, business development and entrepreneurial experience to the Company. Mr Oikonomou began his career in the Greek banking industry in 1997. By 2001, Mr. Oikonomou was a Corporate Account Officer for the Bank of Cyprus, PLC, managing the bank’s portfolio of listed and non-listed companies. In 2005, Mr. Oikonomou joined Hewlett-Packard Hellas where he was a Senior Analyst in the ISE region. In 2007, Mr. Oikonomou broke out on his own providing business development, strategic and corporate management solutions for his business clients. After 3 years he joined Expense Reduction Analysts (currently Verallis), a firm focusing on cost management and procurement services for corporate customers where he was one of its cofounders in Greece.

In 2013, Mr. Oikonomou left the company and joined A.S.C. Energy, an Oil arbitrage company, as a full time member of their business development team. In 2017, Mr. Oikonomou joined In4Capital, a global funding platform for startups and companies in the United Kingdom, as a Director and Chief Operation Officer.

Mr. Oikonomou holds an MSc in Finance from the Strathclyde Business School, UK, a BA in Economics from the American College of Greece - Deree College and a BSc in Business Administration, Accounting and Financial Management from the Athens University of Economics and Business.

Committees

 

We do not currently have an audit, compensation, or nominating committee.

 

Legal Proceedings

 

There are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors.

 

Involvement in Certain Legal Proceedings

 

To our knowledge, during the last ten years, none of our directors and executive officers has:

 

	●	Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time.
	●	Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses.
	●	Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities.
	●	Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated.
	●	Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

 

Code of Ethics

 

We do not currently have a code of ethic that applies to any member of the Board of Directors or our executive officers.

 

Section 16(a) Beneficial Ownership Reporting Compliance

 

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2019 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.

  

Item 11. Executive Compensation

 

None of our offices have received compensation for the last two fiscal years.

 

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

The following table sets forth certain information as of December 31, 2019, with respect to the beneficial ownership of shares of Common Stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of February 2020, we had 21,044,100 shares of Common Stock issued and outstanding.

 

Name of Beneficial Owner		# of Common Stock				# of Series A Preferred				Total Voting Rights(1)
Officers and Directors
Konstantinos Galanakis			0				28,000,000				27.71	%
Christodoulos Tzoutzakis			0				0				0.00	%
Panagiotis Lazaretos			6,851,000				0				6.78	%
Pangiotis Tolis			6,100,000				0				6.04	%
Theofylaktos Petros Oikonomou			3,000,000				0				2.97	%
Stravos Galanakis (2)			0				51,800,000				51.26	%
All Officers and Directors			15,951,000				79,800,000				94.76	%
Other Beneficial Holders
Eleftherios Kontos			2,555,000				0				3.51	%
Sotirios Foutsis			1,255,000				0				1.24	%
Total Other			4,805,000				0				4.76	%
Total Beneficial Owners			20,756,000				79,800,000				99.52	%

 

⁽¹⁾Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.

⁽²⁾ 24,000,000 shares are held by Mr. Galanakis’s wife.

We are not aware of any arrangements that could result in a change of control.

Item 13. Certain Relationships and Related Transactions and Director Independence

Transactions with Related Persons

On December 11, 2019 the Board of Directors for the Company voted to pay compensation to the Chief Financial Officer, Mr. Chouliaras, in the form of professional fees, the amount of $2,000 per month, retroactively from November 1, 2019 and paid bi-weekly. The total amount of $4540.00 has been paid as of December 31, 2019.

Familial Relationships

Konstantinos Galanakis, our Chief Executive Officer, is the son of Stavros Galanakis, the Chairman of the Board of Directors.

Item 14. Principal Accounting Fees and Services.

 

The aggregate fees incurred for each of the last two years for professional services rendered by BFBorgers CPA, PC, the independent registered public accounting firm for the audit of the Company’s annual financial statements included in the Company’s Form 10-K and review of financial statements for its quarterly report (Form 10-QT) are reported below.

 

The  total fees charged by BFBorgers CPA, PC in 2019 and 2018 aggregated $16,500 and $13,500 , respectively, which includes fees for the 2019 and 2018 audited financial statements and review of the quarterly financial statements of for 2019 and 2018.

 

PART IV

 

Item 15. Exhibits, Financial Statement Schedules

 

Financial Statements

 

Report of Independent Registered Public Accounting Firm	F-1
Balance Sheets as of December 31, 2019 and December 31, 2018	F-2
Statements of Operations for the year ended December 31, 2019, and December 31, 2018	F-3
Statements of Cash Flows for the year ended December 31, 2019, and December 31, 2018	F-4
Statements of Shareholders’ Deficit for the year ended December 31, 2019, and December 31, 2018	F-5
Notes to the Financial Statements for year-end December 31, 2019	F-6 to F-15

 

Exhibits

 

Exhibit Number	Description of Exhibit		Filed
3.1	Amended and Restated Articles of Incorporation filed November 03, 2017		Form S-1 May 25, 2018
3.2	Bylaws		Form S-1 May 25, 2018
3.3	Amendment After Issuance of Stock		Form POS AM February 27, 2020
10.1	Representative Agreement between Thenablers, Inc. and Thenablers LTD		Form S-1/A July 5, 2018
10.2	Representative Agreement between Thenablers, Inc. and ETESA s.r.o.		Form S-1/A July 5, 2018
10.3	Promissory Note between Thenablers, Inc. and Thenablers LTD		Form S-1/A July 5, 2018
13.1	Form 10-Q for Period Ending September 30, 2018		Form 10-Q March 14, 2019
31.1	Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Herein
31.2	Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.		Herein
32.1	Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Herein
32.2	Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.		Herein
101	Interactive Data File

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

	Elvictor Group, Inc.
Date: April 3, 2020	By:	/s/ Konstantinos Galanakis
	Name:	Konstantinos Galanakis
	Title:	Chief Executive Officer (Principal Executive Officer)
Date: April 3, 2020	By:	/s/ Theofylaktos Petros Oikonomou
	Name:	Theofylaktos Petros Oikonomou
	Title:	Chief Financial Officer (Principal Financial and Accounting Officer)

 

In accordance with the Exchange Act, this report has been signed below by the following persons on April 3, 2020 on behalf of the registrant and in the capacities indicated.

 

Signature		Title
/s/ Konstantinos Galanakis		Director, Chief Executive Officer
Konstantinos Galanakis		(Principal Executive Officer)
/s/ Theofylaktos Petros Oikonomou		Chief Financial Officer
Theofylaktos Petros Oikonomou		(Principal Financial and Accounting Officer)
/s/ Christodoulos Tzoutzakis		Director, Chief Operations Officer
Christodoulos Tzoutzakis
/s/ Stavros Galanakis		Director
Stavros Galanakis
/s/ Panagiotis Tolis		Director, Chief Investor Relations Officer
Panagiotis Tolis
/s/ Panagiotis Lazaretos		Director, Chief International Relations Officer
Panagiotis Lazaretos

 

Report of Independent Registered Public Accounting Firm

 

To the shareholders and the board of directors of Elvictor Group, Inc.

 

Opinion on the Financial Statements

 

We have audited the accompanying balance sheets of Elvictor Group, Inc. (Formerly Thenablers, Inc.) (the "Company") as of December 31, 2019 and 2018, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.

 

Basis for Opinion

 

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

 

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

 

Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

 

Substantial Doubt about the Company’s Ability to Continue as a Going Concern

 

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 3 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

 

 

/s/ BF Borgers CPA PC

BF Borgers CPA PC

 

We have served as the Company's auditor since 2017.

Lakewood, CO

April 3, 2020

 

ELVICTOR GROUP, INC

BALANCE SHEET

AS OF DECEMBER 31, 2019, and DECEMBER 31, 2018

 

ASSETS		December 31, 2019 (Audited)				December 31, 2018 (Audited)
Current Assets
Cash		$	24,359				24,494
Accounts Receivable Related Party			—				3,000
Loans Receivable Related Party			—				10,000
Total Current Assets			24,359				37,494
Total Assets		$	24,359				37,494
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable		$	5,500				5,000
Accrued Payroll			1,935				—
Due to related party			163				24,708
Total Liabilities			7,598				29,708
Stockholders’ Equity
Common stock, par value $0.0001; 200,000,000 common shares authorized; 20,781,700 and 20,556,700 common shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively		$	2,078				2,056
Preferred stock, par value $0.0001; 100,000,000 preferred shares authorized; 80,000,000 and zero preferred shares issued and outstanding at December 31, 2019 and December 31, 2018, respectively			8,000				—
Additional paid in capital			210,980				111,284
Accumulated deficit			(204,297	)			(99,554	)
Subscription receivable			—				(6,000	)
Total Stockholders’ Equity			16,761				7,786
Total Liabilities and Stockholders’ Equity		$	24,359				37,494

 

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP INC

STATEMENT OF OPERATIONS

FOR THE YEAR ENDED DECEMBER 31, 2019, AND DECEMBER 31, 2018

 

		For the Year Ended December 31, 2019 (Audited)				For the Year Ended December 31, 2018 (Audited)
Revenue - Related party		$	473			$	3,822
Operating expenses
Professional fees			68,000				40,500
Professional fees – Related Party			4,540				—
Salaries - Officers			1,935				—
Stock-based compensation expense			—				24,000
Other general and administrative costs			30,740				24,486
Total operating expenses			105,216				88,986
Loss from operations			(104,743	)			(85,164	)
Other Income and (Expenses)
Interest expenses			—				—
Total Other Income and (Expenses)			—				—
Net loss before income taxes			(104,743	)			(85,164	)
Income taxes			—				—
Net loss		$	(104,743	)		$	(85,164	)
Net Loss Per Common Stock
- basic and fully diluted		$	(0.01	)		$	(0.00	)
Weighted-average number of
shares of common stock outstanding
- basic and fully diluted			20,654,522				20,466,724

 

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP, INC

STATEMENT OF CASH FLOWS

FOR THE YEAR ENDED DECEMBER 31, 2019, AND DECEMBER 31, 2018

 

		For the Year Ended December 31, 2019 (Audited)				For the Year Ended December 31, 2018 (Audited)
Cash Flows from Operating Activities
Net loss for the period		$	(104,743	)			(85,164	)
Adjustments to reconcile net loss
to net cash used in operating activities
Changes in assets and liabilities
Accounts Receivable - Related Party			3,000				(3,000	)
Short-term Loan			10,000				(10,000	)
Accounts Payable			500				2,900
Accrued Payroll			1,935				—
Shares issued for services			26,250				24,000
Net cash used in operating activities			(63,057	)			(71,264	)
Cash Flows from Investing Activities			—				—
Cash Flows from Financing Activities
Cash (Used) or provided by:
Due to Related Party			(3,078	)			12,318
Sale of common stock			30,000				77,340
Sale of preferred stock			30,000				—
Cash Received for Subscription Receivable			6,000				6,000
Net cash provided by financing activities		$	62,922				95,658
Increase (Decrease) in Cash			(135	)			24,394
Increase in Cash
Cash at beginning of period		$	24,494				100
Cash at end of period		$	24,359				24,494
Supplemental Disclosure of
Interest and Income Taxes Paid
Interest paid during the period		$	—				—
Income taxes paid during the period		$	—				—
Non-Cash Investing and Financing
Transactions
Forgiveness of debt by Directors		$	21,468				—

 

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP, INC

STATEMENT OF SHAREHOLDER’S DEFICIT - AUDITED

FOR THE YEAR ENDED DECEMEBER 31, 2019

 

		Year Ended December 31, 2019
		Common Stock								Preferred Stock								Additional Paid-in				Accumulated				Subscription				Total Shareholders’
		Shares				Amount				Shares				Amount				Capital				Deficit				Receivable				Equity
December 31, 2018			20,556,700				2,056												111,284				(99,554	)			(6,000	)			7,786
Common Shares issued for cash			120,000				12												29,988												30,000
Preferred Shares issued for cash											80,000,000				8,000				22,000												30,000
Common Shares issued for services			105,000				10												26,240												26,250
Subscription Receivable																											6,000				6,000
Forgiveness of Debt by Directors																			21,468												21,468
Net Loss for the Year Ended December 31, 2019																							(104,743	)							(104,743	)
December 31, 2019			20,781,700				2,078				80,000,000				8,000				210,980				(204,297	)			—				16,761

.

The accompanying notes are an integral part of these financial statements.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 1 – DESCRIPTION OF BUSINESS

 

Elvictor Group, Inc. formerly known as Thenablers, Inc. (“Elvictor Group, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. The Company is an International Business Development organization focused in the development and execution of New Market Strategies for its clients by providing access to distributors and strategic partners for growing their brand and customer base. With the change to the Elvictor name came the addition of the brand and new team in crew management in the shipping industry. The company looks to grow their crew management division by providing new markets to the already established expertise of their management team in the market of international crew management.

 

On December 13, 2019, pursuant to the approval of a majority of the voting interests for Thenablers, Inc. (hereinafter the “Company”), the Company filed a Certificate of Amendment with the Secretary of State for Nevada to change its name from “Thenablers, Inc.” to “Elvictor Group, Inc.”, to better reflect new business interests and to further take steps to make application of a corporate action with FINRA to have the name change approved and to change the symbol of the Company to “ELVG” or such symbol that is available and approved by the officers of the Company.

 

Pursuant to the approval of that application to FINRA, and on February 27, 2020, the name of the Company was changed to Elvictor Group, Inc. on OTC Markets, and the symbol for trading was changed to “ELVG”.

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Basis of Presentation

 

The financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars. In the opinion of management, the financial statements and notes have been prepared on the same basis as the audited financial statements for the year ended December 31, 2018 and include all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of the Company’s financial position at December 31, 2019 and statements of operations and cash flows for the year ended December 31, 2019 and 2018. The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements. As of December 31, 2019, the Company’s significant accounting policies and estimates, which are detailed in the Company’s audited financial statements for the year ended December 31, 2018, have not changed.

 

Accounting Basis

 

The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”).  The Company has adopted a December 31 fiscal year end.

 

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 the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

Reclassification

 

Certain prior period amounts have been reclassified to conform with the current period presentation.

 

Cash and Cash Equivalents

 

Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.

 

Accounts Receivable

 

The company has entered into related party transactions with companies owned or subject to significant influence by management, directors and principle shareholders. The balance in accounts receivable are payable upon demand and have arisen from the provision of services based on contracts with customers.

 

Fair Value of Financial Instruments

 

The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.

 

Income Taxes

 

Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.

 

Revenue Recognition

 

The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognized from contracts with customers is disclosed separately from other sources of revenue.

 

Stock-Based Compensation

 

The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options and for non-employee equity transactions as per ASC 718 rules.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

 

For transactions in which we obtain certain services of employees, directors, and consultants in exchange for an award of equity instruments, we measure the cost of the services based on the grant date fair value of the award. We recognize the cost over the vesting period.

 

Basic Income (Loss) Per Share

 

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2019

 

Recent Accounting Pronouncements

 

The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.

 

The FASB’s new standard on accounting for leases that came into effect as of January 1, 2019 for US public companies that enter into lease arrangements or sign contracts containing leases to support their business had no effect on the company as they do not have any leases.

 

Subsequent Events

 

The Company has analyzed the transactions from December 31, 2019 to the date these financial statements were issued for subsequent event disclosure purposes.

 

NOTE 3 – GOING CONCERN

 

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates the continuation of the Company as a going concern. The Company had revenues for the year ended December 31, 2018 of $3,822 and $473 for the year ended December 31, 2019. The Company currently has limited working capital and is continuing its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.

 

Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.

 

NOTE 4 – DUE TO RELATED PARTY

 

During the period from November 3, 2017 to December 31, 2019, Mr. Panagiotis Lazaretos, the Company’s Director and Chief International Development Officer, Mr. Panagiotis Tolis, the Company’s Director and Chief Investment Relations Officer , Mr. Theofylaktos P. Oikonomou, the Company’s CFO and Director and Mr. Eleftherios Kontos, have periodically advanced the Company funds as unsecured obligations. The funds were used to pay travel and operating expenses of the Company. The obligations bear no interest, have no fixed term and are not evidenced by any written agreement. The amounts due to related parties were forgiven by the respective related parties as of September 30, 2019, thereby resulting in an increase in Additional Paid in Capital. Currently, the balance in due to related party is $163 as of December 31, 2019.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 5 – LOAN RECEIVABLE

 

On May 7, 2018, Elvictor Group, Inc. made a loan to Thenablers Ltd. for $30,000. The loan bears no interest and its due date was June 30^th, 2018. This transaction has been made in the context of a formal cooperation between the two companies according to a commission agreement signed on May 7, 2018. The scope of this agreement is that Elvictor Inc. will finance the purchase of a certain amount of inventory produced by an Austrian energy drink manufacturer as well as assist in the sales and marketing of such products in the region of Greece and Cyprus. Elvictor Group, Inc. will receive a pre-agreed upon commission on every product sold.

 

Thenablers Ltd asked for an extension in the repayment of the loan and proposed a payment plan for one-third installments of $10,000 each to be paid on July 31^th, August 31^st and September 30^th, 2018 accordingly. The first installment of $10,000 has already been paid on July 31^st, 2018.

 

Further, the second installment of $10,000 was paid on October 22, 2018 and an additional extension has been given for the third installment to be repaid in two payments of $5,000 as of April 30^th, 2019 and July 31^st, 2019. A payment of $4,000 was received on May 8, 2019 as partial payment of the third installment and the balance of $6,000 was offset at September 30, 2019 by amounts due to related party and director, Mr. Panagiotis Lazaretos.

 

NOTE 6– ACCOUNTS RECEIVABLE

 

At the beginning of the year company had accounts receivable of $3,000 due from related party, Thenablers Ltd Cyprus, derived from the commission agreement signed on May 7, 2018 for sales and marketing assistance. The full amount has been paid and as of December 31, 2019 there are no further receivables.

 

NOTE 7– RELATED PARTY TRANSACTIONS

 

On December 11, 2019 the Board of Directors voted to pay compensation to the Chief Financial Officer, Mr. Thodoris Chouliaras, in the form of professional fees, the amount of $2,000 per month, retroactively from November 1, 2019 and paid bi-weekly. The total amount of $4540.00 has been paid as of December 31, 2019.

 

NOTE 8 – COMMON STOCK

 

Issuance of Common Stock

 

The Company has 200,000,000, $0.0001 par value shares of common stock authorized.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 8– COMMON STOCK (CONTINUED)

 

The Company issued 20,000,000 to its founders valued at $2000 ($0.0001 per share).

 

On January 15, 2018, the Company issued 10,000 shares of common stock to Prodromos Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.

 

On January 15, 2018, the Company issued 10,000 shares of common stock to Stavros Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.

 

On January 17, 2018, the Company issued 25,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $5,000.00 at $0.20 per share.

 

On January 18, 2018, the Company issued 10,000 shares of common stock to Alexndros Koukas for cash proceeds of $2,000.00 at $0.20 per share.

 

On January 29, 2018, the Company issued 15,000 shares of common stock to Georgios Kapaniris for cash proceeds of $3,000.00 at $0.20 per share.

 

On February 9, 2018, the Company issued 10,000 shares of common stock to Marina Brisimi for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 9, 2018, the Company issued 10,000 shares of common stock to Evangelos Brisimis for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 9, 2018, the Company issued 15,000 shares of common stock to Dessislav Krumov Djarkov for cash proceeds of $3,000.00 at $0.20 per share.

 

On February 12, 2018, the Company issued 50,000 shares of common stock to Athanasios Tolis for cash proceeds of $10,000.00 at $0.20 per share.

 

On February 14, 2018, the Company issued 10,000 shares of common stock to George Mengos for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 19, 2018, the Company issued 15,000 shares of common stock to Nektarios Tzortzoglou for cash proceeds of $3,000.00 at $0.20 per share.

 

On February 19, 2018, the Company issued 10,000 shares of common stock to Vilelmini Fatourou for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 22, 2018, the Company issued 10,000 shares of common stock to Dogan Omer Ozyigit for cash proceeds of $2,000.00 at $0.20 per share.

 

On February 28, 2018, the Company issued 10,000 shares of common stock to Robert Brown for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 1, 2018, the Company issued 16,000 shares of common stock to Dragon Ventures Management, Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 8– COMMON STOCK (CONTINUED)

 

On March 1, 2018, the Company issued 16,000 shares of common stock to GMPraxis Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

On March 1, 2018, the Company issued 16,000 shares of common stock to Field Insights CEE, SRL Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

On March 5, 2018, the Company issued 10,000 shares of common stock to First Call Holding Cyprus for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 5, 2018, the Company issued 11,700 shares of common stock to Efthymia Lioulia for cash proceeds of $2,340.00 at $0.20 per share.

 

On March 8, 2018, the Company issued 10,000 shares of common stock to Donald Ruan for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 9, 2018, the Company issued 10,000 shares of common stock to Peter Brown for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 12, 2018, the Company issued 10,000 shares of common stock to Predica Constanta for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 23, 2018, the Company issued 10,000 shares of common stock to Patricia Franco for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 23, 2018, the Company issued 25,000 shares of common stock to Filippo Giacomo for cash proceeds of $5,000.00 at $0.20 per share.

 

On March 26, 2018, the Company issued 10,000 shares of common stock to Renee Deschaine for cash proceeds of $2,000.00 at $0.20 per share.

 

On March 28, 2018, the Company issued 12,500 shares of common stock to Konstantinos Piperas for cash proceeds of $2,500.00 at $0.20 per share.

 

On March 28, 2018, the Company issued 16,000 shares of common stock to CEO Medya Pazarlama Ve Ajans Hizmetleri, Ltd. for services rendered of $3,200.00 at fair market value of $0.20 per share.

 

On March 30, 2018, the Company issued 10,000 shares of common stock to William Bartels for cash proceeds of $2,000.00 at $0.20 per share.

 

On April 2, 2018, the Company issued 25,000 shares of common stock to Mehmet Metin Yilmaz for cash proceeds of $5,000.00 at $0.20 per share.

 

On April 3, 2018, the Company issued 10,000 shares of common stock to George Sakoulas for cash proceeds of $2,000.00 at $0.20 per share.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 8– COMMON STOCK (CONTINUED)

 

On April 4, 2018, the Company issued 32,000 shares of common stock to Spar PTY Ltd for cash proceeds of $6,400.00 at $0.20 per share.

 

On April 4, 2018, the Company issued 24,000 shares of common stock to Floor Graphics BG Ltd for cash proceeds of $4,800.00 at $0.20 per share.

 

On April 10 30, 2018, the Company issued 25,000 shares of common stock to Michael Stefanidis for cash proceeds of $5,000.00 at $0.20 per share.

 

On April 11, 2018, the Company issued 12,500 shares of common stock to Ilias Bouzalas for cash proceeds of $2,500.00 at $0.20 per share.

 

On April 23, 2018, the Company issued 10,000 shares of common stock to Kimberly Villani for cash proceeds of $2,000.00 at $0.20 per share.

 

On April 23, 2018, the Company issued 25,000 shares of common stock to James Daniel Williams for cash proceeds of $5,000.00 at $0.20 per share.

 

On May 1, 2019, the Company issued 5,000 shares of common stock to Theodore Giamias for services rendered of $1,250.00 at fair market value of $0.25 per share.

 

On May 20, 2019, the Company issued 40,000 shares of common stock to Panagiotis Avramidis for cash proceeds of $10,000.00 at $0.25 per share.

 

On May 20, 2019, the Company issued 20,000 shares of common stock to Savvas Dimopoulos for cash proceeds of $5,000.00 at $0.25 per share.

 

On May 22, 2019, the Company issued 20,000 shares of common stock to Anargyris Vasilakos for cash proceeds of $5,000.00 at $0.25 per share.

 

On May 29, 2019, the Company issued 20,000 shares of common stock to Dimitrios Agapitos for cash proceeds of $5,000.00 at $0.25 per share.

 

On July 10, 2019, the Company issued 20,000 shares of common stock to Nikolaos Zavras for cash proceeds of $5,000.00 at $0.25 per share

 

On October 7, 2019 the Company issued 100,000 shares of common stock to Eilers Law Group, P.A. for services rendered of $25,000.00 at fair market value of $0.25 per share

 

Issuance of Preferred Stock

 

On October 7, 2019, Elvictor Group, Inc. entered into four separate “Series A Convertible Preferred Stock Purchase Agreements” for exactly 80,000,000 shares of a newly designated Series A Preferred Stock, in exchange for an aggregate purchase price of $30,000.00 pursuant to Regulation S of the Securities Act of 1933, as amended. Per the terms of the Agreements, these shares may not be converted for one year after they are issued and shall automatically convert exactly 18 months after the issuance of each share into a number of shares of Common Stock

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 8– COMMON STOCK (CONTINUED)

 

to be determined based on the Company’s performance. The holders of Series A Preferred Stock shall be entitled to vote with the shares of the Company’s Common Stock on any vote in which holders of the Common Stock are entitled to vote and shall have voting rights equal to exactly one vote per share of Series A Preferred Stock. The stocks were issued to:

 

On October 7, 2019 the Company issued 24,000,000 shares of preferred stock to Aikaterini Galanaki for cash proceeds of $6,600.00 at 0.000375 per share

 

On October 7, 2019 the Company issued 28,000,000 shares of preferred stock to Konstantinos Galanakis for cash proceeds of $7,700.00 at 0.000375 per share

 

On October 7, 2019 the Company issued 27,800,000 shares of preferred stock to Stavros Galanakis for cash proceeds of $7,645.00 at 0.000375 per share

 

On October 7, 2019 the Company issued 200,000 shares of preferred stock to Theodoros Chouliaras for cash proceeds of $55.00 at 0.000375 per share

 

NOTE 9 – CHANGES IN EQUITY

 

For the year beginning January 1, 2019 the company had a shareholders’ deficit balance of $7,786. With the sale of 120,000 shares of common stock for a value of $30,000, and the sale of 80,000,000 shares of preferred stock for a value of $30,000, the issue of 105,000 shares of common stock for service for a value of $26,250, the receipt of $6,000 in subscription receivables, the forgiveness of debt by Directors of $21,468 and the net loss of $104,743 for the year ended December 31, 2019 the ending balance in equity is $16,761 as of December 31, 2019.

 

NOTE 10 – COMMITMENTS AND CONTINGENCIES

 

The Company neither owns nor leases any real or personal property. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.

 

NOTE 11 – INCOME TAXES

 

Due to the Company’s net loss position, there was no provision for income taxes recorded. As a result of the Company’s losses to date, there exists doubt as to the ultimate realization of the deferred tax assets. Accordingly, a valuation allowance equal to the total deferred tax assets has been recorded.

 

ELVICTOR GROUP, INC

Notes to the Financial Statements

For the Year Ended December 31, 2019

 

NOTE 11– INCOME TAXES (CONTINUED)

 

The components of net deferred tax assets are as follows:

 

		December 31,				December 31,
		2019				2018
Net operating loss carry-forward		$	204,297			$	99,554
Less: valuation allowance			(204,297	)			(99,554	)
Net deferred tax asset		$	—			$	—

 

The Company had federal net operating loss carry forwards for tax purposes of approximately $99,554 at December 31, 2018, and approximately $204,297 at December 31, 2019, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.

 

NOTE 12 – SUBSEQUENT EVENT

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2019 through _________2020, the date these financial statements were issued, and has determined that the following are material subsequent events to these financial statements.

 

In January 2020, the Company issued 238,200 shares of common stock to twelve various shareholders for cash proceeds of $119,100.00 at $0.50 per share.