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ELVG Elvictor

Filed: 17 May 21, 5:20pm
 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

x 

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

   

For the quarterly period ended March 31, 2021

 

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

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.)
   
Vasileos Konstantinou 7916672 Voulas Varis  
Vouliagmenis, Athens, Greece N/A
(Address of principal executive offices) (Zip Code)
   
(646) 491-6601
(Registrant’s telephone number, including area code)

 

N/A

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 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. Yes x No o  

 

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). o Yes o No.

 

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

 

Large accelerated filer oAccelerated filer o
Non-accelerated filerxSmaller reporting companyx
  Emerging growth companyx

 

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. o

  

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 31,089,757 as of April 25, 2021.

 

 
 
 

ELVICTOR GROUP, INC.

TABLE OF CONTENTS

 

 Page 
 PART I - FINANCIAL INFORMATION 
   
Item 1.Financial Statements1
 Unaudited Balance Sheet as of March 31, 2021 and December 31, 2020F-3
 Unaudited Statements of Operations for the three months ended March 31, 2021, and March 31, 2020F-4
 Unaudited Statements of Cash Flows for the three months ended March 31, 2021 and March 31, 2020F-5
 Unaudited Statements of Changes in Shareholder’s Equity for the three months ended March 31, 2021 and March 31, 2020F-6
 Notes to the Unaudited Financial StatementsF-7
Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations2
Item 3.Quantitative and Qualitative Disclosures About Market Risk4
Item 4.Controls and Procedures5
   
 PART II - OTHER INFORMATION 
   
Item 1.Legal Proceedings6
Item 1A.Risk Factors6
Item 2.Unregistered Sales of Equity Securities and Use of Proceeds6
Item 3.Defaults Upon Senior Securities6
Item 4.Mine Safety Disclosures6
Item 5.Other Information6
Item 6.Exhibits7
   
Signatures8 

 

 

Financial Statements

 

of

 

ELVICTOR GROUP, INC.

 

(formerly Thenablers, Inc)

 

For the Three Months Ended March 31, 2021

- 1 -

ELVICTOR GROUP, INC
(formerly Thenablers, Inc.)

 

TABLE OF CONTENTS – FINANCIAL STATEMENTS

 

Financial Statements  

 

Unaudited Balance Sheet as of March 31, 2021 and December 31, 2020F-3
Unaudited Statements of Operations for the three months ended March 31, 2021, and March 31, 2020F-4
Unaudited Statements of Cash Flows for the three months ended March 31, 2021 and March 31, 2020F-5
Unaudited Statements of Changes in Shareholder’s Equity for the three months ended March 31, 2021 and March 31, 2020F-6
Notes to the Unaudited Financial StatementsF-7 to F-18

F-2

ELVICTOR GROUP, INC

Unaudited Consolidated Balance Sheet

 

ASSETS 

March 31,

2021

  

December, 31,

2020

 
Current Assets        
Cash $407,445   343,804 
Accounts Receivable  443,178   258,990 
Other Receivables - Related Party  48,600    
Value added tax (VAT) Receivable  2,183   2,183 
Total Current Assets  901,406   604,977 
         
Long-term Assets        
ROU Asset - Related Party  54,693   70,214 
Total Long-term Assets  54,693   70,214 
         
Total Assets $956,099   675,191 
         
LIABILITIES AND STOCKHOLDERS’ EQUITY        
Current Liabilities        
Accounts Payable $71,215   11,988 
Trade Accounts Payable  129,343   63,231 
Trade Accounts Payable - Related Party  36,606   22,538 
Other Payables  174,751   156,308 
Convertible Notes - net of discount     405,725 
Lease Liability - Related Party  54,693   70,214 
Income Tax Payable  3,079   1,246 
Due to related party  1,798   1,798 
Total Current Liabilities  471,485   733,048 
         
Stockholders’ Equity        
Common stock, par value $0.0001; 200,000,000 common shares authorized; 31,089,757 and 26,384,673 common shares issued and outstanding at March 31, 2021 and December 31, 2020 respectively $3,109   2,637 
Preferred stock, par value $0.0001; 100,000,000 preferred shares authorized; 80,000,000 preferred shares issued and outstanding at March 31, 2021 and December 31, 2020 respectively $8,000   8,000 
Additional paid in capital $1,684,734   1,167,646 
Accumulated deficit  (1,211,229)  (1,236,140)
Total Stockholders’ Equity  484,614   (57,857)
         
Total Liabilities and Stockholders’ Equity $956,099   675,191 

 

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

F-3

ELVICTOR GROUP, INC

Unaudited Consolidated Statement of Operations

 

  For the Three
Months Ended
March 31, 2021
  For the Three
Months Ended
March 31, 2020
 
Gross Revenue $496,492  $ 
Net Revenue  59,738    
Total Revenue  556,230    
Less: Cost of Revenue  118,337    
Cost of Revenue - Related Party  175,278     
Gross Profit  262,615    
Operating expenses        
Professional fees  95,569   81,236 
Professional fees - Related Party  8,000   5,460 
Salaries - Officers  93,024   9,000 
Rent -Related Party  18,283    
Other general and administrative costs  27,821   14,455 
         
Total operating expenses  242,697   110,151 
         
Gain/(Loss) from operations  19,918   (110,151)
         
Other Income  6,826    
         
Net profit/(loss) before income tax $26,744  $(110,151)
         
Provision for income taxes (benefit)  1,832    
         
Net profit/(loss) $24,912  $(110,151)
         
Net Profit/(Loss) Per Common Stock - basic and fully diluted $0.00  $0.00 
Weighted-average number of shares of common stock outstanding - basic and fully diluted  29,432,209   21,057,342 

 

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

F-4

ELVICTOR GROUP, INC

Unaudited Consolidated Statement of Cash Flows

 

  For the Three Months
Ended
March 31, 2021
  For the Three Months
Ended
March 31, 2020
 
Cash Flows from Operating Activities        
Net profit (loss) for the period $24,911  $(110,151)
         
Changes in assets and liabilities        
Accounts Receivable  (184,187)   
Other Receivables - Related Party  (48,600)   
Accounts Payable  59,227   702 
Trade Accounts Payable  66,112    
Trade Accounts Payable - Related Party  14,068    
Other Payables  18,445    
Income Tax Payable  1,832    
Accrued Payroll     9,000 
Net cash used in operating activities $(48,192) $(100,449)
         
Cash Flows from Investing Activities $  $ 
         
Cash Flows from Financing Activities        
Cash (Used) or provided by:        
Due to related party     2,126 
Sale of common stock  111,833   207,200 
Subscription Receivable     (10,000)
Net cash provided by financing activities $111,833  $199,326 
         
Increase (Decrease) in Cash  63,641   98,877 
         
Increase in Cash        
Cash at beginning of period  343,804   24,360 
Cash at end of period $407,445  $123,237 
         
Supplemental Cash Flow Information:        
Cash paid for:        
Income Taxes  1,832  $ 
         
Supplemental Non-Cash Investing and Financing Transactions        
Common Stock issued to reduce convertible notes payable $405,725    
Right-of-use assets obtained in exchange for operating lease obligations  54,693  $ 

 

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

F-5

ELVICTOR GROUP, INC

Unaudited Statement of the Changes in Shareholder’s Equity

 

  Three Month Period Ended March 31, 2021 
  Common Stock  Preferred Stock  Additional
Paid-in
  Accumulated  Subscription  Total
Shareholders’
 
  Shares  Amount  Shares  Amount  Capital  Deficit  Receivable  Deficit 
Balance, January 1, 2021 $26,384,673   2,637   80,000,000   8,000   1,167,646   (1,236,140)     (57,857)
Shares issued for cash  1,016,665   102           111,731           111,833 
Shares issued for Convertible Bonds  3,688,419   370           405,357           405,727 
Net Profit for the Three Months Ended March 31, 2021                      24,911       24,911 
Balance, March 31, 2021 $31,089,757   3,109   80,000,000   8,000   1,684,734   (1,211,229)     484,614 
                                 
   Three Month Period Ended March 31, 2020 
Balance, January 1, 2020 $20,781,700   2,078   80,000,000   8,000   210,980   (204,297)     16,761 
Shares issued for cash  414,400   41           207,159           207,200 
Subscription Receivable                          (10,000)  (10,000)
Net Loss for the Three Months Ended March 31, 2020                      (110,151)      (110,151)
Balance, March 31, 2020 $21,196,100   2,120   80,000,000   8,000   418,139   (314,448)  (10,000)  103,811 

 

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

F-6

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

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 March 31, 2021 and statements of operations and cash flows for the three months ended March 31, 2021 and 2020.

 

The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.

F-7

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (CONTINUED)

 

Principles of Consolidation

 

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc as of March 31, 2021 and the results of the controlled subsidiary for the three months 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 three months ended March 31, 2021 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.

F-8

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (CONTINUED)

 

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.

F-9

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES (CONTINUED)

 

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 March 31, 2021.

 

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.

 

In December 2019, the FASB issued ASU 2019-12: Simplifying the Accounting for Income Taxes (Topic 740), which removes certain exceptions to the general principles in Topic 740 and improves consistent application of and simplifies GAAP for other areas of Topic 740 by clarifying and amending existing guidance. This ASU is effective for fiscal years beginning after December 15, 2020 and interim periods within those fiscal years, with early adoption permitted. The Company is adopting this new accounting guidance which has resulted an interim tax payable for the foreign subsidiary.

 

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 March 31, 2021 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. As a result, there are no shares of Series A Preferred Stock issued and outstanding.

F-10

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

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 $0 in revenue for the three months ended March 31, 2020 and revenues of $556,230 for the three months ended March 31, 2021. The Company has begun its 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 then 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 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 three months ended March 31, 2021, 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.

 

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 March 31, 2021. Mr. Alexander Galanakis, the son of Stavros Galanakis, has advanced he subsidiary company funds for operations.

 

As of March 31, 2021, 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.

 

As of March 31, 2021, the company has trade accounts receivable of $443,178.

 

The company has a Value added tax (VAT) receivable in the amount of $2,183 as of March 31, 2021

 

The company also had Other Receivables – Related Party of $48,600.

F-11

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 6 – OTHER RECEIVABLES

 

As of February 1, 2021 the company has other receivables from Elvictor Crew Management Ltd Cyprus, related party. These other receivables originate from the new customer Salmar Shipping Ltd that had prepaid amounts to Elvictor Crew Management Ltd Cyprus for their shipping contracts which were terminated as of January 31, 2021. The customer Salmar shipping Ltd then signed new contracts with the company on February 1, 2021.

 

NOTE 7 – 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 March 31, 2021.

 

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 and paid as of March 31, 2021.

 

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 $169,558 has been accrued for the related party Elvictor Crew Management Services Ltd are as of March 31, 2021 as Cost of Services Sold.

 

NOTE 8 – LEASES

 

As of March 31, 2021, 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 three months ended March 31, 2021                           $18,088.

 

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 March 31, 2021, the discount rate was 2.95%.

 

The Operating Lease Liabilities are as follows:

 

Three Months EndedFor the Year EndedTotal Undiscounted Total Operating
December 31, 2020December 31, 2021PaymentsLess: InterestLease Liabilities
$18,033$31,321$49,354$5,339$54,693

 

The ROU Asset is as follows:

 

Three Months EndedFor the Year EndedTotal Undiscounted Total Operating
December 31, 2020December 31, 2021PaymentsLess: InterestLease Liabilities
$18,033$31,321$49,354$5,339$54,693

F-12

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 9 – 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 and therefore, the balance in convertible bonds is zero as March 31, 2021.

 

NOTE 10 - 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 $70,681 as of March 31, 2021.

 

The balance in Other Payables also consist of $79,628 in Other Creditors and $24,442 in Payroll and Sales Tax Payable as of March 31, 2021.

 

NOTE 11 – 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.

 

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.

 

For the year ended 2020, the Company issued a total of 428,400 shares of common stock for cash proceeds of $214,200.00 at $0.50 per share.

F-13

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 11 – COMMON STOCK (CONTINUED)

 

For the year ended 2020, the Company issued a total of 25,000 shares of common stock services rendered of $12,500 at fair market value of $0.50 per share.

 

For the year ended 2020, the Company issued a total of 487,273 shares of common stock for services rendered of $53,600.00 at fair market value of $0.11 per share.

 

On January 1, 2021, the Company issued 227,273 shares of common stock to Jamal Nakhleh for cash proceeds of $25,000.03 at $0.11 per share.

 

On January 20, 2021, the Company issued 90,909 shares of common stock to Athanasios Tolis for cash proceeds of $9,999.99 at $0.11 per share.

 

On January 25, 2021, the Company issued 163,636 shares of common stock to Alexandros Lampoglou for cash proceeds of $17,999.96 at $0.11 per share.

 

On January 25, 2021, the Company issued 45,491 shares of common stock to Konstantinos Lampoglou for cash proceeds of $5,004.01 at $0.11 per share.

 

On January 25, 2021, the Company issued 45,455 shares of common stock to Konstantinos Pournaras for cash proceeds of $5,000.05 at $0.11 per share.

 

On January 27, 2021, the Company issued 45,455 shares of common stock to Maria Chatzinikolaki for cash proceeds of $5,000.05 at $0.11 per share.

 

On January 27, 2021, the Company issued 45,455 shares of common stock to Elisavet Chatzinikolaki for cash proceeds of $5,000.05 at $0.11 per share.

 

On January 29, 2021, the Company issued 54,000 shares of common stock to Nikolaos Togkas-Fifis for cash proceeds of $5,940.00 at $0.11 per share.

 

On January 29, 2021, the Company issued 56,363 shares of common stock to Andreas Michailidis for cash proceeds of $6,199.93 at $0.11 per share.

 

On January 29, 2021, the Company issued 197,173 shares of common stock to Charis Mylonas for cash proceeds of $21,689.03 at $0.11 per share.

 

On January 29, 2021, the Company issued 45,455 shares of common stock to Georgios Kyriazopoulos for cash proceeds of $5,000.05 at $0.11 per share.

 

On February 5, 2021, the Company issued 547,273 shares of common stock to Seatrix S.A. for convertible notes payable of $60,200.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 90,910 shares of common stock to Gia Asambadze for convertible notes payable of $10,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 90,910 shares of common stock to Nodar Goguadze for convertible notes payable of $10,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued shares of 90,910 common stock to Irakli Serjveladze for convertible notes payable of $10,000.00 at $0.1103 per share.

F-14

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 11 – COMMON STOCK (CONTINUED)

 

On February 5, 2021, the Company issued 263,637 shares of common stock to Dimitrios Fountoulakis for convertible notes payable of $29,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 104,546 shares of common stock to Grigorios Koutsoliakos for convertible notes payable of $11,500.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 90,910 shares of common stock to Christos Asimakopoulos for convertible notes payable of $10,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 570,319 shares of common stock to Vasileios Karalis for convertible notes payable of $62,735.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 73,000 shares of common stock to Marinos Vourgos for convertible notes payable of $8,030.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 73,000 shares of common stock to Anna Vourgou for convertible notes payable of $8,030.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 45,455 shares of common stock to Maghar Gandhi for convertible notes payable of $5,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 454,546 shares of common stock to Load Line Marine S.A. for convertible notes payable of $50,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 373,637 shares of common stock to Theofanis Anastasiadis for convertible notes payable of $41,100.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 86,637 shares of common stock to Sotirios Moundreas for convertible notes payable of $9,530.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 218,182 shares of common stock to Jasper Daan Willem Heikens for convertible notes payable of $24,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 60,000 shares of common stock to Georgios Tzevachiridis for convertible notes payable of $6,600.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 45,455 shares of common stock to Elisavet Zichna for convertible notes payable of $5,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 318,182 shares of common stock to Ioannis Aloupis for convertible notes payable of $35,000.00 at $0.1103 per share.

 

On February 5, 2021, the Company issued 90,910 shares of common stock to SQ Learn for convertible notes payable of $10,000.00 at $0.1103 per share.

F-15

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 11 – COMMON STOCK (CONTINUED)

 

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 waive 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 12 – CHANGES IN EQUITY

 

For the year beginning January 1, 2021 the company had a shareholders’ deficit balance of $57,857. With the sale of 1,016,665 shares of common stock for a value of $111,833, and the issuance of 3,688,419 shares of common stock to reduce convertible notes of $405,727, and the net profit of $24,911 for the three months ended March 31, 2021 the ending balance in equity is $484,614 as of March 31, 2021.

 

For the year beginning January 1, 2020 the company had a shareholders’ deficit balance of $16,761. With the sale of 414,400 shares of common stock for a value of $207,200, the receipt of $10,000 in subscription receivables, and the net loss of $110,151 for the three months ended March 31, 2020 the ending balance in equity is a deficit of $103,811 as of March 31, 2020.

F-16

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 13 – 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 liabilities on the accompanying Balance Sheet as of March 31, 2021.

 

NOTE 14 – INCOME TAXES

 

The Company’s has an overall net loss and as a result 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:

 

  March 31,  March 31, 
Deferred Tax Assets 2021  2020 
Deferred tax assets by jurisdiction        
Federal $1,211,229  $314,448 
State        
Foreign        
Valuation Allowance  (1,211,229)  (314,448)
Net deferred tax assets      
         
Deferred tax assets by components        
Net operating loss  1,211,229   314,448 
Valuation Allowance  (1,211,229)  (314,448)
Net deferred tax assets $  $ 

F-17

ELVICTOR GROUP, INC

(formerly Thenablers, Inc)

Notes to the Financial Statements

 

NOTE 14 – INCOME TAXES (CONTINUED)

 

The Company had federal net operating loss carry forwards for tax purposes of approximately $314,448 at March 31, 2020, and approximately $1,211,229 at March 31, 2021, 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.

 

The provision for income taxes consists of the following:

 

  March
31,
  December
31,
 
  2021  2020 
Current:        
Federal $  $ 
State      
Foreign  1,832   1,020 
Total current tax provision $1,832  $1,020 
Deferred:        
Federal      
State      
Foreign      
Total deferred benefit      
Total provision (benefit) for income tax $1,832  $1,020 

 

NOTE 15 – SUBSEQUENT EVENT

 

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to March 31, 2021 through May 12, 2021, 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.

F-18

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

Cautionary Note Regarding Forward-Looking Information and Factors That May Affect Future Results

 

This quarterly report on Form 10-Q contains forward-looking statements regarding our business, financial condition, results of operations and prospects. The Securities and Exchange Commission (the “SEC”) encourages companies to disclose forward-looking information so that investors can better understand a company’s future prospects and make informed investment decisions. This quarterly report on Form 10-Q and other written and oral statements that we make from time to time contain such forward-looking statements that set out anticipated results based on management’s plans and assumptions regarding future events or performance. We have tried, wherever possible, to identify such statements by using words such as “anticipate,” “estimate,” “expect,” “project,” “intend,” “plan,” “believe,” “will” and similar expressions in connection with any discussion of future operating or financial performance. In particular, these include statements relating to future actions, future performance or results of current and anticipated sales efforts, expenses, the outcome of contingencies, such as legal proceedings, and financial results. Factors that could cause our actual results of operations and financial condition to differ materially are set forth in the “Risk Factors” section of our Form S-1 filed with the Commission on May 5, 2018, amended and deemed effective on April 7, 2020.

 

We caution that these factors could cause our actual results of operations and financial condition to differ materially from those expressed in any forward-looking statements we make and that investors should not place undue reliance on any such forward-looking statements. Further, any forward-looking statement speaks only as of the date on which such statement is made, and we undertake no obligation to update any forward-looking statement to reflect events or circumstances after the date on which such statement is made or to reflect the occurrence of anticipated or unanticipated events or circumstances. New factors emerge from time to time, and it is not possible for us to predict all of such factors. Further, we cannot assess the impact of each such factor on our results of operations or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements.

 

The following discussion should be read in conjunction with our unaudited financial statements and the related notes that appear elsewhere in this quarterly report on Form 10-Q.

 

Business Overview

 

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.

- 2 -

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, 2020, 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”).. 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 3 months ended March 31, 2021 $496,492 and $0 for the 3 months ended March 31, 2020. 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.

 

Results of Operations

 

Revenues

 

For the three months ended March 31, 2021 and March 31, 2020, we generated $496,492 and $0 in revenues, respectively.

 

Operating Expenses

 

For the three months ended March 31, 2021 and March 31, 2020, we incurred $242,697 and $110,151 in operating expenses, respectively. The increase in operating expenses for the three-month period is due primarily to professional fees, salaries, rent, and other general and administrative costs.

  

Net Loss

 

For the three months ended March 31, 2021 and March 31, 2020, we incurred a net profit/(loss) of $24,912 and $(110,151), respectively, or $(0.00) per common share. The increase in net profit is due primarily to an increase in revenues. 

- 3 -

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 available working capital during the three months ended March 31, 2021 of $429,921 compared to $(128,071) for the year ended December 31, 2020.  

 

Cash flows for the three months ended March 31, 2021.

 

Net cash flow used in operating activities was $(48,192) for the three months ended March 31, 2021, compared to $(100,449) used in operating activities during the three months ended March 31, 2020. Our net loss in cash flow was due to a net profit of $24,911, being offset by accounts receivable of $(184,187), other receivables – related party of $(48,600), accounts payable of $59,227, trade accounts payable of $66,112, trade accounts payable – related party of $14,068, other payables of $18,445, and income tax payable of $1,832.

 

Net cash flow used in investing activities was $0 for the three months ended March 31, 2021 and March 31, 2020.

 

Net cash provided by financing activities was $11,833 for the three months ended March 31, 2021 and consisted solely of sales 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.

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not applicable.

- 4 -

ITEM 4. CONTROLS AND PROCEDURES

 

Disclosure 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 March 31, 2021 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 three months ended March 31, 2021. 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.

- 5 -

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 March 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. 

 

PART II - OTHER INFORMATION

 

ITEM 1. LEGAL PROCEEDINGS  

 

We know of no material, existing or pending legal proceedings against our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

 

ITEM 1A. RISK FACTORS  

 

Not applicable to smaller reporting companies.

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

 

Please refer to Note 8 of the financial statements. All funds raised were used for working capital.

  

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

None.

 

ITEM 4. MINE SAFETY DISCLOSURES

 

Not applicable.

 

ITEM 5. OTHER INFORMATION

 

None.

- 6 -

ITEM 6. EXHIBITS

 

Exhibit No. Description of Exhibit
   
31.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002.
   
32.1* Certification of Principal Executive Officer and Principal Financial Officer Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002.
   
101.INS* XBRL INSTANCE DOCUMENT
   
101.SCH* XBRL TAXONOMY EXTENSION SCHEMA
   
101.CAL* XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
   
101.DEF* XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
   
101.LAB* XBRL TAXONOMY EXTENSION LABEL LINKBASE
   
101.PRE* XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

 

*Filed herewith.

- 7 -

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.
   
Dated: May 17, 2021By: /s/ Konstantinos Galanakis
  Konstantinos Galanakis
  Chief Executive Officer (principal executive officer)
   
Dated: May 17, 2021By:/s/ Konstantinos Galanakis
  Konstantinos Galanakis
  Chief Financial Officer (principal financial officer and principal accounting officer)

- 8 -