PART
II
Item
5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Dividend
Policy
On
December 14, 2020, the Company issued a dividend of three shares for each one share of common stock held with certain founders
waiving their rights to any dividend shares.
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. At December 31, 2020 and December 31, 2019 there were 26,384,673 and 20,781,700
common shares issued and outstanding respectively.
The Company issued 20,000,000
to its founders valued at $2000 ($0.0001 per share).
For the year ended 2018, the
Company issued a total of 492,700 shares of common stock for cash proceeds of $98,540.00 at $0.20 per share.
For the year ended 2018, the
Company issued a total of 64,000 shares of common stock for services rendered of $12,800.00 at fair market value of $0.20 per share.
For the year 2019, the Company
issued a total of 120,000 shares of common stock for cash proceeds of $25,000.00 at $0.25 per share.
For the year 2019, the Company
issued a total of 105,000 shares of common stock for services rendered of $26,250.00 at fair market value of $0.25 per share.
On January 9, 2020, the Company
issued 60,000 shares of common stock to Georgios Tzevachiridis for cash proceeds of $30,000 at fair market value of $0.50 per share.
On January 13, 2020, the Company
issued 16,000 shares of common stock to Georgios Kaloritis for cash proceeds of $8,000 at fair market value of $0.50 per share.
On January 14, 2020, the Company
issued 4,000 shares of common stock to Georgios Maschonas for cash proceeds of $2,000 at fair market value of $0.50 per share.
On January 16, 2020, the Company
issued 4,200 shares of common stock to Grigorios Koutsoliakos for cash proceeds of $2,100 at fair market value of $0.50 per share.
On January 16, 2020, the Company
issued 5,000 shares of common stock to Georgios Galanakis for cash proceeds of $2,500 at fair market value of $0.50 per share.
On January 16, 2020, the Company
issued 5,000 shares of common stock to Alexandros Galanakis for cash proceeds of $2,500 at fair market value of $0.50 per share.
On January 17, 2020, the Company
issued 4,000 shares of common stock to Dimitrios Kalosakas for cash proceeds of $2,000 at fair market value of $0.50 per share.
On January 17, 2020, the Company
issued 6,000 shares of common stock to Alexandros Ntoutsoulis for cash proceeds of $3,000 at fair market value of $0.50 per share.
On January 20, 2020, the Company
issued 20,000 shares of common stock to Chkhaidze Soslan for cash proceeds of $10,000 at fair market value of $0.50 per share.
On January 20, 2020, the Company
issued 10,000 shares of common stock to Aikaterini Pagoni for cash proceeds of $5,000 at fair market value of $0.50 per share.
On January 21, 2020, the Company
issued 10,000 shares of common stock to Christos Soultatis for cash proceeds of $5,000 at fair market value of $0.50 per share.
On January 21, 2020, the Company
issued 10,000 shares of common stock to Vasileios Iliopoulos for cash proceeds of $5,000 at fair market value of $0.50 per share.
On January 22, 2020, the Company
issued 50,000 shares of common stock to Maria Petraki for cash proceeds of $25,000 at fair market value of $0.50 per share.
On January 27, 2020, the Company
issued 50,000 shares of common stock to Loukas Moschos for cash proceeds of $25,000 at fair market value of $0.50 per share.
On January 27, 2020, the Company
issued 4,000 shares of common stock to Foteini Chalamandari for cash proceeds of $2,000 at fair market value of $0.50 per share.
On January 31, 2020, the Company
issued 4,200 shares of common stock to Areti Magaliou for cash proceeds of $2,100 at fair market value of $0.50 per share.
On February 3, 2020, the Company
issued 50,000 shares of common stock to Georgios Siderakis for cash proceeds of $25,000 at fair market value of $ per share.
On February 4, 2020, the Company
issued 10,000 shares of common stock to Athanasios Malliaros for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 5, 2020, the Company
issued 10,000 shares of common stock to Branko Krznaric for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 5, 2020, the Company
issued 10,000 shares of common stock to Pantelis Dimitroglou for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 10, 2020, the Company
issued 10,000 shares of common stock to Konstantinos Papagalos for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 24, 2020, the Company
issued 20,000 shares of common stock to Antonios Bitounis for cash proceeds of $10,000 at fair market value of $0.50 per share.
On March 17, 2020, the Company
issued 6,000 shares of common stock to Nicoletta Ashiotou for cash proceeds of $3,000 at fair market value of $0.50 per share.
On March 20, 2020, the Company
issued 10,000 shares of common stock to Christakis Komodromos for cash proceeds of $5,000 at fair market value of $0.50 per share.
On March 20, 2020, the Company
issued 6,000 shares of common stock to Pavlina Kattiki Assiotou for cash proceeds of $3,000 at fair market value of $0.50 per share.
On March 23, 2020, the Company
issued 20,000 shares of common stock to Kleon Manakidis for cash proceeds of $10,000 at fair market value of $0.50 per share.
On April 1, 2020, the Company
issued 14,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $7,000 at fair market value of $0.50 per share.
On April 28, 2020, the Company
issued 25,000 shares of common stock to Eilers Law Group, P.A. for services rendered of $12,500 at fair market value of $0.50 per
share.
On December 2, 2020, the Company
issued 378,182 shares of common stock to Konstantinos Galanakis for services rendered of $41,600.00 at fair market value of $0.11
per share.
On December 2, 2020, the Company
issued 109,091 shares of common stock to Christodoulos Tzoutzakis for services rendered of $12,000.00 at fair market value of $0.11
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 Galanakis 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.
Issuance of Dividends
On December 14, 2020, the Company
issued 4,662,300 shares of common stock as dividends to the shareholders on record excluding the founders of the Company who have
agreed to wave their rights to this dividend. The authorized dividend was 3 shares of common capital stock for each one share of
common stock held of the effective on record date of August 5, 2020 at the fair market value of $0.1250 per share.
Repurchases
of Equity Securities
We
repurchased no shares of our Common Stock during the year ended December 31, 2020.
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 Elvictor Group, Inc.
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. On December 13, 2019, pursuant to the approval of a majority of the voting interests, 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.”, and such name change was approved by FINRA on February 27, 2020. With the change to the
Elvictor name came the addition of the brand and new team in crew management in the shipping industry, including ship management,
technical management, crewing, and crew management.
We
are currently a development stage company with minimal revenues, though we had a significant increase in revenues in the
third quarter. Accordingly, management has concluded that there is substantial doubt in our ability to continue as a going
concern (please refer to the footnotes to the financial statements). As of December 31, 2021, the Company is still unable 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”); we estimate such costs to be approximately $90,000.00 for 12 months following this Offering. 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.
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, 2020 of $466,568 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 have been prepared
in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars, unless
indicated otherwise. The company believes that the disclosures in these financial statements are adequate and not misleading. In
the opinion of management, the financial statements and notes contain all adjustments necessary for a fair presentation of the
Company’s financial position as of December 31, 2020 and statements of operations and cash flows for the year ended
December 31, 2020 and 2019.
The accompanying financial statements
reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial
statements.
Principles of Consolidation
The
consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc as of
December 31, 2020 and the results of the controlled subsidiary for the year then ended. Elvictor Group, Inc and its subsidiary
together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities
in the consolidated entity are eliminated in full. The financial statements of subsidiaries are prepared for the same reporting
period as the parent entity, using consistent accounting policies.
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, revenue and expenses 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.
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
For the year ended December
31, 2020 the company has operations of crew manning and training and has accounts receivable due from its customers in the shipping
industry. Contracts receivable from crew manning in the shipping industry are based on contracted prices. The Company provides
an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical collection information,
and existing economic conditions. Normal contracts receivable are due 30 days after the issuance of the invoice, normally at the
month’s end. Receivables past due more than 120 days are considered delinquent and they are written off based on individual
credit evaluation and specific circumstances of the customer and there is no interest charged on past due accounts.
The company has not entered
into related party transactions with companies owned or subject to significant influence by management, directors, and principle
shareholders.
The company does not have an
allowance for doubtful accounts.
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.
Beneficial Conversion Features
The
company issued convertible bonds that resulted in a beneficial conversion feature. A beneficial conversion feature arises when
the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible.
The holder realizes a benefit to the extent of the price difference and the issuer of the convertible instrument realizes a cost
based on the theory that the intrinsic value of the price difference represents an additional financing cost. See
Note 8 for further discussion of the convertible notes and the embedded derivative liability.
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. ASC 606 includes guidance on when revenue should be recognized on a Gross
(Principal) or Net (Agent) basis. ASC 6060 includes guidance
Most
of the Company’s revenues are recognized primarily under long-term contracts, including those for which revenues are based
on either a fixed price, or cost-plus-fee basis, and primarily as performance obligations are satisfied. Revenue from crew
manning services where Elvictor acts as a principle is recognized as gross revenue and when acting as an agent, revenue is recognized
as net revenue in the accounting period in which the services are rendered. For all fixed-price contracts, revenue is recognized
based on the actual service provided to the end of the reporting period. The accounting treatment for the reporting of revenues
may vary materially between whether the revenue is reported on a Principal (Gross) or an Agent (Net) basis.
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, 2020.
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
On
April 8, 2021, the Company issued 395,220,000 shares of common stock to the holders of the Series A Preferred Stock pursuant to
that certain Settlement and Release Agreement between the Company and the holders of the same.
Plan
of Operations
All
statements contained in this yearly report, other than statements of historical facts, that address future activities, events
or developments, are forward-looking statements, including, but not limited to, statements containing the word “believe,”
“anticipate,” “expect” and word of similar import. These statements are based on certain assumptions
and analyses made by us in light of our experience and our assessment of historical trends, current conditions and expected future
developments as well as other factors we believe are appropriate under the circumstances. Although the Company believes that
the expectations reflected in such forward-looking statements are reasonable, forward-looking statements are subject to risks
and uncertainties that could cause actual results to differ from those projected. The Company cautions investors that any
forward-looking statements made by the Company are not guarantees of future performance, and that actual results may differ materially
from those in the forward-looking statements. Such risks and uncertainties include, without limitation: established competitors
who have substantially greater financial resources and operating histories, regulatory delays or denials, ability to compete as
a start-up company in a highly competitive market, and access to sources of capital.
The
following discussion and analysis should be read in conjunction with our unaudited financial statements and notes thereto included
elsewhere in this Prospectus. Except for the historical information contained herein, the discussion in this Prospectus contains
certain forward-looking statements that involve risks and uncertainties, such as statements of our plans, objectives, expectations
and intentions. The cautionary statements made in this Prospectus should be read as being applicable to all related forward-looking
statements wherever they appear in this Prospectus. The Company’s actual results could differ materially from those discussed
here.
As
of December 31, 2020, our auditors have issued a going concern opinion. We believe that we continue to be a going concern.
This means that there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain
additional capital to pay for our expenses. This is because we have not generated sufficient revenues to maintain consistent
operations. There is no assurance we will ever reach this point. Accordingly, we must raise sufficient capital from other
sources. Our only other source for cash at this time is investments by others. We must raise cash to stay in business. In
response to these problems, management intends to raise additional funds through public or private placement offerings. At
this time, however, the Company does not have plans or intentions to raise additional funds by way of the sale of additional securities,
other than pursuant to this Offering.
In
order to meet business goals, we must a) execute our business line of crew management; and d) continue to focus on new business
development in order to acquire new agreements.
At
present, we only have enough cash on hand to maintain filing requirements with the SEC. If we do not build revenue or raise sufficient
funds to proceed with the implementation of our business plan, we may have to find alternative sources of funds, like a second
public offering, a private placement of securities, or loans from our officers or third parties (such as banks or other institutional
lenders). Equity financing could result in additional dilution to then existing shareholders. If we are unable to meet our
needs for cash from either the money that we raise from our Offering, or possible alternative sources, then we may be unable to
continue to maintain, develop or expand our operations.
Beginning
in September of 2020, the Company has shifted all efforts to our shipping crew management business. As a result, we were able
to earn $466,568 for the year ended December 31, 2020. We believe consistent growth in our shipping crew management operations
is key to the success of our Company. In addition, we have begun efforts to develop our software as a service for shipping logistics
(“Crew Management SaaS”). We anticipate launching our Crew Management SaaS in the first quarter of 2021 through an
exclusive license with a related party.
Results
of Operations
Revenues
For
the year ended December 31, 2020 and December 31, 2019, we generated $466,568 and $473 in revenues, respectively. The increase in
overall revenues is due to our launching of our shipping crew management services in September 2020.
Operating
Expenses
For
the year ended December 31, 2020 and December 31, 2019, we incurred $457,875 and $105,216 in operating expenses, respectively.
The increase in operating expenses, is due primarily to professional fees, salaries, rent, and other general and administrative
costs.
Net
Loss
For
the year ended December 31, 2020 and December 31, 2019, we incurred a net loss of $449,057 and $104,743, respectively. The increase
in net loss is due primarily to an increase in total loss from operations described above.
Liquidity,
Capital Resources, and Off-Balance Sheet Arrangements
Liquidity
is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had working capital
deficit during the year ended December 31, 2020 of $128,071 compared to $(16,761) for the year ended December 31, 2019.
Cash
flows for the year ended December 31, 2020.
Net cash flow used in operating activities
was $302,116 for the year ended December 31, 2020, compared to $73,057 used in operating activities during the December 31, 2019.
Our net loss in cash flow was due to a net loss of $449,057, accounts receivable of $(258,990),$(2,183) of value added tax, accounts
payable of $6,488, trade accounts payable of $63,231, trade accounts payable – related party of $22,538, other payables of
$156,306, income tax payable of $1,246, and accrued payroll of $(1,935).
Net
cash flow used in investing activities was $0 for the years ended December 31, 2020 and December 31, 2019.
Net cash provided by financing activities was
$621,560 for the year ended December 31, 2020 and consisted of $405,725 from sale of convertible notes payable, $1,635 due to a
related party, due to related party and $214,200 from sale of common stock.
Cash
Requirements
Our
management does not believe that our current capital resources will be adequate to continue operating our company and maintaining
our business strategy for much more than 12 months. At the date hereof, we have minimal cash at hand. We require additional capital
to implement our business and fund our operations.
Since
inception we have funded our operations primarily through equity financings and we expect that we will continue to fund our operations
through the equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on
favorable terms, if at all. We intend to continue to fund our business by way of equity or debt financing until natural revenues
can support the Company. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage
ownership of our company held by existing shareholders will be reduced and those shareholders may experience significant dilution.
In addition, new securities may contain certain rights, preferences or privileges that are senior to those of our common stock.
We cannot assure you that we will be able to raise the working capital as needed in the future on terms acceptable to us, if at
all.
If
we are unable to raise capital as needed, we are required to reduce the scope of our business development activities, which could
harm our business plans, financial condition and operating results, or cease our operations entirely, in which case, you will
lose all of your investment.
Off-Balance
Sheet Arrangements
We
have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial
condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital
resources that is material to our stockholders.
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-2 through F-10 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, 2020 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, 2020. 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 year ended December 31, 2020 that have materially
affected, or are reasonably likely to materially affect, our internal control over financial reporting
Item
9B. Other Information
None.
Notes
to the Financial Statements
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. With the change to the Elvictor name came the
addition of the brand and new team in crew management in the shipping industry. “Elvictor (est.1977) has been active across
various value-adding activities of the shipping sector, such as ship management, technical management, crewing & crew management.
This decades-long spanning experience has been distilled into the listed company Elvictor Group, Inc. a Nevada corporation, the
first crew management company historically to be listed on a stock market. Its professional core of activities includes crew management,
training and the creation of in-house software related to crew and ship matters, for the amelioration of all its operations, facilitating
both its employees and those that depend on them. With the gradual transfer of existing business from the private entity to the
public, Elvictor aims to broaden its scope of activities, expanding on to new areas, while refining the existing ones. Placing
prime importance on the subject of digitalization, Elvictor’s plans run parallel with the extensive use of Artificial Intelligence,
through the application of Machine and Deep Learning, in concert with the integration of a wide array of cloud systems. The strategic
growth of the Group on a horizontal and vertical manner throughout the shipping industry will be reinforced with technologically
adept tools, containing know-how and experience. As Elvictor is set on a technologically oriented path, the Group is ideologically
flexible and would be open to other avenues of international business for the successful and profitable diversification of its
portfolio.”
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”.
As
of July 10, 2020, the company founded a subsidiary in Vari, Greece to assist the management in facilitating the operations of
the company.
NOTE
2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES 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, unless indicated
otherwise. The company believes that the disclosures in these financial statements are adequate and not misleading. In the opinion of
management, the financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial
position as of December 31, 2020 and statements of operations and cash flows for the year ended December 31, 2020 and 2019.
The accompanying financial statements reflect
the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Continued)
Principles
of Consolidation
The
consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc as
of December 31, 2020 and the results of the controlled subsidiary for the year then ended. Elvictor Group, Inc and its subsidiary
together are referred to in this financial report as the consolidated entity. The effects of all transactions between entities
in the consolidated entity are eliminated in full. The financial statements of subsidiaries are prepared for the same reporting
period as the parent entity, using consistent accounting policies.
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, revenue and expenses 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.
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 and Allowance
for Doubtful Accounts
For
the year ended December 31, 2020 the company has operations of crew manning and training and has accounts receivable due from
its customers in the shipping industry. Contracts receivable from crew manning in the shipping industry are based on contracted
prices. The Company provides an allowance for doubtful collections, which is based upon a review of outstanding receivables, historical
collection information, and existing economic conditions. Normal contracts receivable are due 30 days after the issuance of the
invoice, normally at the month’s end. Receivables past due more than 120 days are considered delinquent and they are written
off based on individual credit evaluation and specific circumstances of the customer and there is no interest charged on past due accounts.
The
company has not entered into related party transactions with companies owned or subject to significant influence by management,
directors and principle shareholders.
The company does not have an
allowance for doubtful accounts.
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.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Continued)
Beneficial Conversion Features
The
company issued convertible bonds that resulted in a beneficial conversion feature. A beneficial conversion feature arises when
the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible.
The holder realizes a benefit to the extent of the price difference and the issuer of the convertible instrument realizes a cost
based on the theory that the intrinsic value of the price difference represents an additional financing cost. See
Note 8 for further discussion of the convertible notes and the embedded derivative liability.
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. ASC 606 includes guidance on when revenue should be recognized on a Gross (Principal) or Net (Agent) basis.
ASC 6060 includes guidance
Most
of the Company’s revenues are recognized primarily under long-term contracts, including those for which revenues are based
on either a fixed price, or cost-plus-fee basis, and primarily as performance obligations are satisfied. Revenue from crew
manning services where Elvictor acts as a principle is recognized as gross revenue and when acting as an agent, revenue is recognized
as net revenue in the accounting period in which the services are rendered. For all fixed-price contracts, revenue is recognized
based on the actual service provided to the end of the reporting period. The accounting treatment for the reporting of revenues
may vary materially between whether the revenue is reported on a Principal (Gross) or an Agent (Net) basis.
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, 2020
Recent
Accounting Pronouncements
The
Company has adopted the recently issued accounting pronouncements for 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.
Under ASC 842, all
leases must be recognized on a company’s balance sheet. For operating leases, ASC 842 requires recognition of a right
of use (ROU) asset and a corresponding lease liability upon
lease commencement.
This
standard has affected the financials in their presentation as the
company recognizes right-of-use (“ROU”) assets and related lease liabilities on
the balance sheet for all arrangements with terms longer than 12 months.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES (Continued)
Foreign
Currency Translation
The
Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which
the Company operates. Accordingly, monetary assets and liabilities denominated in foreign currencies are translated into U.S.
dollars at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities are translated at the
exchange rates in effect at the time of acquisition or issue. Revenues and expenses are translated at rates approximating the
exchange rates in effect at the time of the transactions. All exchange gains and losses are included in operations.
Subsequent
Events
The
Company has analyzed the transactions from December 31, 2020 to the date these financial statements were issued for subsequent
event disclosure purposes.
On April 8, 2021, the Company issued exactly
395,220,000 shares of common stock to the holders of the Series A Preferred Stock pursuant to the Settlement Agreement, dated
July 7, 2020. Specifically, exactly 230,723,789 shares of restricted common stock were issued to Mr. Konstantinos Galanakis and
164,396 shares of restricted common stock were issued to Mr. Stavros Galanakis. The shAs a result, there are no shares of Series
A Preferred Stock issued and outstanding.
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 $466,568 in revenue for the year ended December 31, 2020 and
revenues of $473 for the year ended December 31, 2020. The Company has begun is crew manning operations and currently has sufficient
working capital but is continuing its efforts to establish a stabilized source of revenues 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 thenCompany’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 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.
During
the year ended December 31, 2020, Mr. Stavros Galanakis, the company’s president, Mr. Konstantinos Galanakis, the
company’s Director and Chief Executive Officer, Mr. Panagiotis Tolis, the Company’s Director and Chief Investment
Relations Officer and Mr. Theofylaktos P. Oikonomou, the Company’s CFO had advanced the Company funds as unsecured
obligations. The funds were used to pay travel and operating expenses on behalf of the Company. The obligations bear no
interest, have no fixed term and are not evidenced by any written agreement.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
4 – DUE TO RELATED PARTY (Coontinued)
Additionally,
the company formed a subsidiary in Vari, Greece and the Mrs. Aikaterini Galanakis, wife of Stavros Galanakis, is the owner of
the building where the company leases its office and due to her is the rent as of December 310, 2020. Mr. Alexander Galanakis,
the son of Stavros Galanakis, has advanced he subsidiary company funds for operations.
As
of December 31, 2020, the balance in due to related party is $1,798.
NOTE
5 – ACCOUNTS RECEIVABLE
Trade
receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.
For
the year ended December 31, 2019 the 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.
As
of December 31, 2020, the company has trade accounts receivable of $258,990.
The company has a Value added
tax (VAT) receivable in the amount of $2,183 as of December 31, 2020
NOTE
6 – RELATED PARTY TRANSACTIONS
On
December 11, 2019, the Board of Directors voted to pay compensation to the then 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. Mr.
Chouliaras resigned on January 18, 2020. The total amount of $6,010 has been paid to him as of March 31, 2020.
On
January 21, 2020, Mr. Theofylaktos P. Oikonomou was elected as Chief Financial Officer and it was agreed to continue the compensation
for the CFO in the amount of $2,000 per month beginning on February 1, 2020. The total amount of $22,000 has been accrued or paid
to him as of December 31, 2020.
As
of the same board meeting of December 11, 2019 it was decided that the company would pay the Chief Operation Officer, Mr. Christodoulos
Tzoutzakis and the Chief Investor Relations Officer, Mr. Panagiotis Tolis, compensation of $2000 per month for each starting on
July 1, 2020. A total amount of $24,000 has been accrued in total for both.
The company has entered into
an agreement in October 2020 with related party Elvictor Crew Management Services Ltd in Cyprus to provide consultancy services
as well as to perform the running and management of the Company’s contracts with third parties and provide key personnel
for these services. The A total amount of $240,145 has been accrued for the related party Elvictor Crew Management Services Ltd
are as of December 31, 2020 as Cost of Services Sold.
NOTE
7 – LEASES
As
of December 31, 2020, the company has entered into one rental lease agreement for its subsidiary in Vari, Greece. The term of
the lease is from July 10, 2020 to December 31, 2020 with a fixed monthly rental payment.
Lease
Operating Expense is as follows:
|
For the year ended December 31, 2020
|
|
$
|
33,890
|
|
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
7 – LEASES (Continued)
Because
we generally do not have access to the rate implicit in the lease, we utilize our incremental borrowing rate as the discount rate.
As of December 31, 2020, the discount rate was 2.95%.
The
Operating Lease Liabilities are as follows:
|
Three Months Ended
|
For the Year Ended
|
Total Undiscounted
|
|
Total Operating
|
|
December 31, 2020
|
December 31, 2021
|
Payments
|
Less: Interest
|
Lease Liabilities
|
|
$15,699
|
$46,775
|
$62,474
|
$7,740
|
$70,214
|
The
ROU Asset is as follows:
|
Three Months Ended
|
For the Year Ended
|
Total Undiscounted
|
|
Total Operating
|
|
December 31, 2020
|
December 31, 2021
|
Payments
|
Less: Interest
|
Lease Liabilities
|
|
$15,699
|
$46,775
|
$62,474
|
$7,740
|
$70,214
|
NOTE
8 – CONVERTIBLE NOTES PAYABLE
From October to December 2020,
the Company entered into subordinated convertible notes with various investors, whereby the Company borrowed $405,725. The funds
were all received in 2020 and had maturity dates three months from their respective issuance dates with no interest accruing throughout
the term of the notes. The convertible notes were convertible at a fixed conversion price of $0.11 and the principal amount of
the convertible notes was payable at the Company’s option in stock, by requiring the holders to convert their convertible
notes into shares of the Company’s common stock, automatically at a) the end of the three months or b) the company issues
certain dividends in the form of common stock to existing shareholders.
In February 2021, the carrying value of
the convertible notes was converted into shares of common stock. The fair market value of the common stock issued to settle the
fixed conversion price was greater for some investors and resulted in a beneficial conversion feature that the Company recorded
as a discount on the convertible notes of $94,140 with a corresponding increase to additional paid in capital that was immediately
amortized to interest expense.
NOTE
9 - OTHER PAYABLES
As
part of one of the services in the manning of a crew provided by the company to the shipping companies is that the company makes
the bank transfers of the wages to the crew, on the customer’s behalf. The shipping companies transfer the funds to the company’s
bank account and then the company makes each payment to indicated crew. In its capacity, the company will show the balance of
the funds received and not yet transferred to the crew as Other Payables on the Balance Sheet. The amount of Other Payables for
crew wages is $104,251 as of December 31, 2020.
The balance in Other Payables
also consist of $50,195 in Other Creditors and $1,862 in Payroll Tax Payable as of December 31, 2020.
NOTE
10 – COMMON STOCK
Issuance
of Common Stock
The
Company has 200,000,000, $0.0001 par value shares of common stock authorized. At December 31, 2020 and December 31, 2019
there were 26,384,673 and 20,781,700 common shares issued and outstanding respectively.
The
Company issued 20,000,000 to its founders valued at $2000 ($0.0001 per share).
For the year ended 2018, the
Company issued a total of 492,700 shares of common stock for cash proceeds of $98,540.00 at $0.20 per share.
For the year ended 2018, the Company
issued a total of 64,000 shares of common stock for services rendered of $12,800.00 at fair market value of $0.20
per share.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
10 – COMMON STOCK (Continued)
For the year 2019, the
Company issued a total of 120,000 shares of common stock for cash proceeds of $25,000.00 at $0.25 per share.
For the year 2019, the Company
issued a total of 105,000 shares of common stock for services rendered of $26,250.00 at fair market value of $0.25 per share.
On January 9, 2020, the Company
issued 60,000 shares of common stock to Georgios Tzevachiridis for cash proceeds of $30,000 at fair market value of $0.50 per share.
On January 13, 2020, the Company
issued 16,000 shares of common stock to Georgios Kaloritis for cash proceeds of $8,000 at fair market value of $0.50 per share.
On January 14, 2020, the Company
issued 4,000 shares of common stock to Georgios Maschonas for cash proceeds of $2,000 at fair market value of $0.50 per share.
On January 16, 2020, the Company
issued 4,200 shares of common stock to Grigorios Koutsoliakos for cash proceeds of $2,100 at fair market value of $0.50 per share.
On January 16, 2020, the Company
issued 5,000 shares of common stock to Georgios Galanakis for cash proceeds of $2,500 at fair market value of $0.50 per share.
On January 16, 2020, the Company
issued 5,000 shares of common stock to Alexandros Galanakis for cash proceeds of $2,500 at fair market value of $0.50 per share.
On January 17, 2020, the Company
issued 4,000 shares of common stock to Dimitrios Kalosakas for cash proceeds of $2,000 at fair market value of $0.50 per share.
On January 17, 2020, the Company
issued 6,000 shares of common stock to Alexandros Ntoutsoulis for cash proceeds of $3,000 at fair market value of $0.50 per share.
On January 20, 2020, the Company
issued 20,000 shares of common stock to Chkhaidze Soslan for cash proceeds of $10,000 at fair market value of $0.50 per share.
On January 20, 2020, the Company
issued 10,000 shares of common stock to Aikaterini Pagoni for cash proceeds of $5,000 at fair market value of $0.50 per share.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
10 – COMMON STOCK (Continued)
On January 21, 2020, the Company
issued 10,000 shares of common stock to Christos Soultatis for cash proceeds of $5,000 at fair market value of $0.50 per share.
On January 21, 2020, the Company
issued 10,000 shares of common stock to Vasileios Iliopoulos for cash proceeds of $5,000 at fair market value of $0.50 per share.
On January 22, 2020, the Company
issued 50,000 shares of common stock to Maria Petraki for cash proceeds of $25,000 at fair market value of $0.50 per share.
On January 27, 2020, the Company
issued 50,000 shares of common stock to Loukas Moschos for cash proceeds of $25,000 at fair market value of $0.50 per share.
On January 27, 2020, the Company
issued 4,000 shares of common stock to Foteini Chalamandari for cash proceeds of $2,000 at fair market value of $0.50 per share.
On January 31, 2020, the Company
issued 4,200 shares of common stock to Areti Magaliou for cash proceeds of $2,100 at fair market value of $0.50 per share.
On February 3, 2020, the Company
issued 50,000 shares of common stock to Georgios Siderakis for cash proceeds of $25,000 at fair market value of $ per share.
On February 4, 2020, the Company
issued 10,000 shares of common stock to Athanasios Malliaros for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 5, 2020, the Company
issued 10,000 shares of common stock to Branko Krznaric for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 5, 2020, the Company
issued 10,000 shares of common stock to Pantelis Dimitroglou for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 10, 2020, the Company
issued 10,000 shares of common stock to Konstantinos Papagalos for cash proceeds of $5,000 at fair market value of $0.50 per share.
On February 24, 2020, the Company
issued 20,000 shares of common stock to Antonios Bitounis for cash proceeds of $10,000 at fair market value of $0.50 per share.
On March 17, 2020, the Company
issued 6,000 shares of common stock to Nicoletta Ashiotou for cash proceeds of $3,000 at fair market value of $0.50 per share.
On March 20, 2020, the Company
issued 10,000 shares of common stock to Christakis Komodromos for cash proceeds of $5,000 at fair market value of $0.50 per share.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
10 – COMMON STOCK (Continued)
On March 20, 2020, the Company
issued 6,000 shares of common stock to Pavlina Kattiki Assiotou for cash proceeds of $3,000 at fair market value of $0.50 per share.
On March 23, 2020, the Company
issued 20,000 shares of common stock to Kleon Manakidis for cash proceeds of $10,000 at fair market value of $0.50 per share.
On April
1, 2020, the Company issued
14,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $7,000 at fair market value of $0.50 per share.
On April 28, 2020, the Company
issued 25,000 shares of common stock to Eilers Law Group, P.A. for services rendered of $12,500 at fair market value of $0.50 per
share.
On December 2, 2020, the Company
issued 378,182 shares of common stock to Konstantinos Galanakis for services rendered of $41,600.00 at fair market value of $0.11
per share.
On December 2, 2020, the Company
issued 109,091 shares of common stock to Christodoulos Tzoutzakis for services rendered of $12,000.00 at fair market value of $0.11
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 Galanakis 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
Issuance of Dividends
On December 14, 2020, the Company issued 4,662,300
shares of common stock as dividends to the shareholders on record excluding the founders of the Company who have agreed to wave
their rights to this dividend. The authorized dividend was 3 shares of common capital stock for each one share of common stock
held of the effective on record date of August 5, 2020 at the fair market value of $0.1250 per share.
NOTE
11 – CHANGES IN EQUITY
For the year beginning January
1, 2020 the company had a shareholders’ deficit balance of $16,761. With the sale of 428,400 shares of common stock for a
value of $214,200, with the issue of 512,000 shares of common stock for services for a value of $66,100, with the discount of the
Beneficial Conversion Feature of $94,140, and the net loss of $449,057 for the year ended December 31, 2020 the ending balance
in equity is a deficit of $57,857 as of December 31, 2020.
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.
ELVICTOR
GROUP, INC
(formerly
Thenablers, Inc)
Notes
to the Financial Statements (Continued)
NOTE
12 – COMMITMENTS AND CONTINGENCIES
The
Company entered in a long-term rental lease agreement for offices of its subsidiary branch in Vari, Greece for the period commencing
from July 10, 2020 through December 31, 2021 in the amount of $5,180 per month, the first month July was adjusted for the shortened
period. The lessor is the wife of the company’s president, Mr. Stavros Galanakis.
The
lease liability is included in Current and Long-term liabilities on the accompanying
Balance Sheet as of December 31, 2020.
NOTE
13 – 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.
The
components of net deferred tax assets are as follows:
|
|
|
Elvictor Group, Inc USA
|
|
|
|
|
Elvictor Group Hellas
|
|
|
|
|
Deferred Tax
|
|
|
|
|
Income Tax Provision
|
|
|
|
|
As of December 31, 2020
|
|
|
|
|
As of December 31, 2020
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
December 31,
|
|
|
December 31,
|
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
2020
|
|
|
2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net operating loss carry-forward
|
|
$
|
-488,544
|
|
|
$
|
204,297
|
|
|
Net Profit
|
|
$
|
2,928
|
|
|
$
|
—
|
|
|
Less: valuation allowance
|
|
|
488,544
|
|
|
|
-204,297
|
|
|
Income Tax at 24%
|
|
|
703
|
|
|
|
—
|
|
|
Net deferred tax asset
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Income Tax Levy
|
|
|
317
|
|
|
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Income Tax
|
|
$
|
1,019
|
|
|
$
|
—
|
|
The Company had federal net
operating loss carry forwards for tax purposes of approximately $204,297 at December 31, 2019, and approximately $488,544 at December
31, 2020, 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.
As for the Subsidiary company,
that had a small net profit below is the calculation for the tax provision shown separately.
|
Elvictor Group Hellas
|
|
Income Tax Provision
|
|
As of December 31, 2020
|
|
|
|
December 31,
|
|
December 31,
|
|
|
|
2020
|
|
2019
|
|
|
|
|
|
|
|
Net Profit
|
|
$
|
2,928
|
|
|
$
|
—
|
|
|
Income Tax at 24%
|
|
|
703
|
|
|
|
—
|
|
|
Income Tax Levy
|
|
|
317
|
|
|
|
—
|
|
|
Net Income Tax
|
|
$
|
1,018
|
|
|
$
|
—
|
|
NOTE
14 – SUBSEQUENT EVENT
In
accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2020 through April 15,
2020, the date these financial statements were issued, and has determined that the following are material subsequent events to
these financial statements.
On April 8, 2021, the Company issued exactly 395,220,000 shares of common stock to the holders of the Series A Preferred Stock pursuant to the Settlement Agreement, dated July 7, 2020. Specifically, exactly 230,723,789 shares of restricted common stock were issued to Mr. Konstantinos Galanakis and 164,396, 211 shares of restricted common were issued to Mr. Stavros Galanakis. As a result, there are no shares of Series A Preferred Stock issued and outstanding.