Elvictor Group, Inc. - Annual Report: 2018 (Form 10-K)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[X] | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2018
[ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number 333-225239
Thenablers, Inc.
(Exact name of registrant as specified in its charter)
Nevada | 82-3296328 | |
(State or other jurisdiction of | (I.R.S. Employer | |
incorporation or organization) | Identification No.) |
30 Wall Street (8th Floor)
New York, NY 10005
(Address of principal executive offices)
Registrant’s telephone number, including area code: (646) 491-6601
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, $.0001 par value per share
(Title of class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act [ ] Yes [X] No
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [X] No
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. [X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). [X ] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non- accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer”, “non-accelerated filer”, “smaller reporting company” and “emerging growth” in Rule 12b-2 of the Exchange Act.
Large Accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [X] |
(do not check if smaller reporting company) | Emerging growth company [X] |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s Knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [X] Yes [ ] No
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). [ ] Yes [X] No
The number of shares of the Registrant’s common stock, $0.0001 par value per share, outstanding as of April 1, 2019 was 20,556,700.
GENERAL INFORMATION
PART I | ||
Item 1. | Business | 1 |
Item 2. | Properties | 6 |
Item 3. | Legal Proceedings | 7 |
PART II | ||
Item 5. | Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 8 |
Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 11 |
Item 8. | Financial Statements and Supplementary Data | 15 |
Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 15 |
Item 9A. | Controls and Procedures | 16 |
PART III | ||
Item 10. | Directors, Executive Officers and Corporate Governance | 18 |
Item 11. | Executive Compensation | 20 |
Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 20 |
Item 13. | Certain Relationships and Related Transactions, and Director Independence | 22 |
Item 14. | Principal Accounting Fees and Services | 22 |
PART IV | ||
Item 15. | Exhibits and Financial Statement Schedules | 23 |
SIGNATURES | 24 |
FORWARD-LOOKING STATEMENTS
Certain statements discussed in Item 1 (Business),, Item 3 (Legal Proceedings), Item 7 (Management’s Discussion and Analysis of Financial Condition and Results of Operations and elsewhere in this Annual Report on Form 10-K as well as in other materials and oral statements that the Company releases from time to time to the public constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements concerning management’s expectations, strategic objectives, business prospects, anticipated economic performance and financial condition and other similar matters involve significant known and unknown risks, uncertainties and other important factors that could cause the actual results, performance or achievements of results to differ materially from any future results, performance or achievements discussed or implied by such forward-looking statements. Such risks, uncertainties and other important factors are discussed and Item 7 Management’s Discussion and Analysis of Financial Condition and Results of Operations. In addition, these statements constitute the Company’s cautionary statements under the Private Securities Litigation Reform Act of 1995. It should be understood that it is not possible to predict or identify all such factors. Consequently, the following should not be considered to be a complete discussion of all potential risks or uncertainties. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Forward-looking statements speak only as of the date of the document in which they are made. The Company disclaims any obligation or undertaking to provide any updates or revisions to any forward-looking statement to reflect any change in the Company’s expectations or any change in events, conditions or circumstances on which the forward-looking statement is based. It is advisable, however, to consult any further disclosures the Company makes on related subjects in its Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission.
Emerging Growth Company Status
We are an “emerging growth company,” as defined in the Jumpstart Our Business Startups Act enacted in April 2012, and, for as long as we continue to be an “emerging growth company,” we may choose to take advantage of exemptions from various reporting requirements applicable to other public companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of 2002, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. We will remain an “emerging growth company” until the earliest of (i) the last day of the fiscal year in which we have total annual gross revenues of $1 billion or more; (ii) the last day of the fiscal year following the fifth anniversary of the date of an initial public offering of our equity securities; (iii) the date on which we have issued more than $1 billion in non-convertible debt during the prior three year period; and (iv) the date on which we are deemed to be a “large accelerated filer.” Pursuant to (ii) above, we will cease to be an emerging growth company effective December 31, 2023.
PART I
Company Overview
Thenablers, Inc. (“Thenablers, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. The Company is an International Business Development Organization focused in the Design and Execution of New Market Strategies for its clients with the purpose of growing their brand and customer base.
Although the Company has no market for its common stock, management believes that the Company will meet all requirements to be quoted on the OTC market, and even though the Company’s common stock will likely be a penny stock, becoming a reporting company will provide us with enhanced visibility and give us a greater possibility to provide liquidity to our shareholders.
We are currently a development stage company and to date we have recorded no revenue. Accordingly, our independent registered public accountants have issued a comment regarding our ability to continue as a going concern (please refer to the footnotes to the financial statements). Until such time that we are able to establish a consistent flow of revenues from our operations which is sufficient to sustain our operating needs, management intends to rely primarily upon debt financing to supplement cash flows, if any, generated by our services. We will seek out such financing as necessary to allow the Company to continue to grow our business operations, and to cover such cost, excluding professional fees, associated with being a reporting Company with the Securities and Exchange Commission ("SEC"); 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.
Upon obtaining effectiveness, we will conduct the Offering contemplated hereby, and anticipate raising sufficient capital from this offering to market and grow our Company. Assuming we generate nominal revenues, we may still require additional financing to fund our operations past the twelve-month period following the completion of this Offering. While our ability to generate revenue is not correlated directly to the number of shares sold by us under this Offering, our potential to generate revenue can be affected by our marketing and advertising strategies and the amount of personnel the Company employs. These factors are directly related to the amount of proceeds we receive from this Offering, which corresponds to the number of shares we are successful in selling under this offering (see “Use of Proceeds” chart). We believe we can begin generating revenues within the first three months following the successful completion of this Offering. As we are a start-up company, it is unclear how much revenue our operations will generate; however, it is our hopes that our revenues will exceed our costs. Our revenues will be impacted by how successful and well targeted was the execution of our marketing campaign, the general condition of the economy, and the number of clients we will attract. For a further discussion of our initial operations, plan of operations, growth strategy and marketing strategy see the below section entitled “Description of Business”.
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Neither the Company nor any Director or Officer nor any other affiliated or unaffiliated entity has any plans to use the Company as a vehicle for a private company to become a reporting company once Thenablers, Inc. becomes a reporting company. Additionally, we do not believe the Company is a blank check company as defined in Section a (2) of Rule 419 under the Securities Act of 1933, as amended because the Company has a specific business plan and has no plans or intentions to engage in a merger or acquisition with an unidentified entity.
Strategic Vision
Thenablers, Inc.’s vision is to become one of the most admired organizations in its sector, in the world, providing exceptional Customer Experience, Strategy Design and Implementation through Talent and Innovation. Its mission is to enable companies to expand their international coverage through a variety of services to be applied in each of the 3 stages of international expansion:
Development Stage | Execution Stage | Sustaining Stage |
▪ Strategy Design | ▪ Trade Agency | ▪ Sales & Marketing |
▪ Product Development | ▪ Master Distributorship | ▪ Human Resources |
▪ Pricing | ▪ Mergers & Acquisitions | ▪ Project Financing |
Targeting the Small/Medium Enterprises sector, Thenablers, Inc. can identify companies with Products, Technologies and Services that are exhibiting high growth potential and international applicability, with the purpose of developing and executing their international expansion strategies.
Products | Technologies | Services | |
Why |
Focus on Consumer Products that are on launch or early-post-launch status and applicability in several markets | Focus on Technological Solutions that are developed for B2B sector with primary (but not limited) focus on Retail sector | Focus on Service Providers that have proven success record in operating in their market |
How |
The main objective of product producers, at launch stage, is to penetrate their production market. Offering a low cost, geographical expansion solution will result to better terms and quick contract acquisition | The Retail sector and specifically Modern Trade is standardized amongst markets and good technological solutions are applicable independent of the general market maturity | Despite being in a leading position in their service area, in their markets, such companies do not have the know-how in expanding internationally through partnerships that require advanced models |
What |
Acquire Exclusive Distributor rights for selected markets Acquire Exclusive Agent rights for selected markets Target to acquire a combination of the above |
Acquire Exclusive Distributor rights for selected markets | Acquire Exclusive Agent rights for selected markets |
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Growth Strategy
Thenablers, Inc. growth strategy is geared towards significantly (in the short term) and continuously (in the long term) increasing market share under a methodology that ensures sustainability, by:
1. | Keep increasing the network of collaborating companies |
2. | Enhance infrastructure to manage and get the most out of the network of collaborating companies |
3. | Utilize local know how to develop global solutions |
4. | Build Mechanism to attract and maintain talent |
5. | Be socially responsible by engaging our clients and ourselves in selected charity programs |
6. | Diversify in services offered and clients’ sectors targeted. |
Competition
Two main tiers of competition exist in the Outsourcing of International Expansion business:
1. | Global Consulting firms |
Leading companies like Boston Consulting Group, Bain Associates, etc. are linked with large multinational clients under multi-service agreement. As part of their service line they offer “International Expansion / New Market Entry Strategies but they are not considered a threat to Thenablers, Inc. since our targeted client list refers to small/medium enterprises that cannot afford the high pricing schemes such consulting firms offer.
2. | Local Consulting Firms |
In every market, there are several well perceived, local firms that provide management consulting services at market level. In the case that one of their clients requests assistance in entering new markets, such firms may take the task but hardly execute the “implementation phase” as they do not have the presence or required contacts to global markets. They do pose a threat though as they are well positioned to get the business.
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Strengths |
▪ Key shareholders and executives with over 15 years of experience in designing and executing multi-country strategies for their clients ▪ Good geographical coverage that is an asset in the effort of acquisition and execution of contracts ▪ Ability to grow the collaborating network / geography with no major investment ▪ Ability to manage the contracts and collaborating network with low operating cost and low number of human resources |
Weaknesses
|
▪ Local collaborating network might not have adequate resources and/or time to execute contracts at proper speed
|
Opportunities |
▪ Small / medium enterprises do not have funds to contract large consulting firms to help them expand internationally ▪ Ease of expanding geographical coverage can give quicker access to more small / medium enterprises that are aiming to expand internationally ▪ There is no clearly defined competition for the small / medium enterprises sector other than local consulting companies with no international experience |
Threats |
▪ New contract acquisition might be slow, and the business does not have startup sustainability ▪ Local consulting firms well positioned to get the business but hardly execute the implementation phase
|
The following SWOT Analysis describes the competitive advantages Thenablers, Inc. has in entering the Outsourcing of International Expansion business over competition:
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Marketing and Sales
Thenablers, Inc. have developed a solid 6-pillar marketing strategy to boost corporate awareness and increase revenues:
1. | Network Marketing |
Having developed a significant network of collaborating companies (as above), we have to seize the opportunity of integrating such companies under one marketing strategy and thus multiply our reach potential
2. | Thought Leadership (content marketing) |
Given the vast experience of the THENABLERS, Inc. shareholders and executives in International Business, we plan to issue monthly web articles on success stories, best practices and lessons learned from different regions of the world that will position us as experts in our sector
3. | Referral Programs |
Taking advantage of our network that covers 19 markets, we have the ability to use “word of mouth” and innovative incentive mechanisms to generate awareness for the THENABLERS, Inc. name, capabilities, and way-of-working
4. | Earned Media and PR |
We plan to utilize our business seniority and local market connections in each market to gain media and brand exposure at no cost by emphasizing our business model and success stories that are a clear differentiator from competition.
5. | Networking Events |
It is part of our strategy to allocate regional travel for networking events where we would have the ability to integrate and connect with senior management of target clients. Our representatives will be part of the organization and execution of such events
6. | Social Media, SEO and Retargeting |
Utilizing online methodologies to attract customers has become a standard and cost-efficient process these days, and we plan to select a partner firm that will help us position efficiently and differentiate from competition our service offerings
Clients
Our initial revenues in 2019 will be derived from that certain Consulting Services Agreement, dated May 7, 2018, between the Company and Thenablers Ltd., an entity controlled by our CEO Panagiotis Lazaretos, whereby the Company will provide services related to the sales and marketing of “SILBERPFEIL” energy drinks in Cyprus and Greece. As a commission fee for the services, the Company will earn a commission equal to a minimum of one point two cents ($0.012) and a maximum of ten cents ($0.10) per can sold by Thenablers Ltd. in Cyprus and Greece. There was also a one-time fee of $3,000 for setting up the sales and marketing materials.
The above-mentioned contract (SILBERFEIL Greece/Cyprus) will be examined with the goal of being moved to Thenablers, Inc. from Thenablers Ltd so the consulting agreement from May 7, 2018 will cease to exist, and revenues shall derive from the sales of the “SILBERPFEIL” energy drinks. In addition, any similar agreements regarding SILBERPFEIL shall be transferred to THENABLERS Inc from THENABLERS, Ltd. Any decision regarding the transfer of the May 7, 2018 agreement will be made during the second quarter of 2019.
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The Greece and Cyprus agreements are Exclusive Distribution contracts. The distribution contracts have a five-year term for providing sales and services, targeting a ten percent (10%) penetration into the respective territory’s energy drink market. If we meet our distribution targets, our revenues should be approximately $1,300,000 to $1,500,000 in year 5 (2022) in each of the contracts with 5% gross profitability. For more details regarding the terms of these agreements, please refer to our exhibits.
Under a previous agency agreement in Mexico, we had a nine-month period to identify Mexican distributors. If successful, the Company would have received a fee at closing and a percentage-based commission on the sales volume between the identified distributor and the SILBERFEIL, for as long as the relationship is in existence. This agreement is not any more in existence.
We currently have a contract with GBR GERMAN UG Constructions GmbH for the sales of pre-fabricated homes made from shipping containers, with exclusive rights for distribution in Zambia and India. We currently have no sales from this agreement.
We will continue to rely upon our contracts with SILBERPFEIL and GBR German UG Constructions GmbH for the remainder of 2019.
Intellectual Property
We don’t have current intellectual property.
Employees
Thenablers, Inc. currently has no employees. Our officer and director are donating their time to the development of the company and intend to do whatever work is necessary in order to bring the Company to the point of earning revenues. The 2-year business plan includes adding 2 Junior International Developers.
Corporate Information
Thenablers Inc. (“Thenablers Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017, and our fiscal year end is December 31. The Company’s administrative address is 30 Wall Street, 8th Floor, New York, NY. Our telephone number is +1 (646) 491-6601.
Thenablers Inc. is an International Business Development Organization focused in the Design and Execution of New Market Strategies.
Our internet address www.thenablers.com. Information on our website is not incorporated into this Form 10-K. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC at http://www.sec.gov.
The Company’s principal business and corporate address is 30 Wall Street, 8th Floor, New York, NY. The space is being provided through a lease agreement with a monthly cost of $50. The office is a virtual office for the purpose of providing a consistent point of contact for communications with the public and the shareholders of the Company. Day to day operations are performed by our team via the internet and other means of mobile communication tools which allow us to limit the need for formal space. We currently have no intention of finding another office space to rent during the development stage of the company.
The Company does not currently have any investments or interests in any real estate, nor do we have investments or an interest in any real estate mortgages or securities of persons engaged in real estate activities.
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Currently, the Company is not involved in any pending or threatened material litigation or other material legal proceedings, nor have we been made aware of any pending or threatened regulatory audits.
To our knowledge, during the past ten years, no present or former director or executive officer of our company:
(1) filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by a court for the business or present of such a person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer within two years before the time of such filing;
(2) was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);
(3) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from or otherwise limiting the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliated person, director of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;
(ii) engaging in any type of business practice;
(iii) engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodity laws;
(4) was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activity;
(5) was found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission to have violated any federal or state securities law and the judgment in subsequently reversed, suspended or vacate;
(6) was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.
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PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Dividend Policy
It is our present intention not to pay any cash dividends in the foreseeable future, but rather to reinvest earnings, if any, in our business operations.
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.
The Company has 200,000,000, $0.0001 par value shares of common stock authorized.
The Company issued 20,000,000 to its founders valued at $2000 ($0.0001 per share).
On January 15, 2018, the Company issued 10,000 shares of common stock to Prodromos Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.
On January 15, 2018, the Company issued 10,000 shares of common stock to Stavros Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.
On January 17, 2018, the Company issued 25,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $5,000.00 at $0.20 per share.
On January 18, 2018, the Company issued 10,000 shares of common stock to Alexndros Koukas for cash proceeds of $2,000.00 at $0.20 per share.
On January 29, 2018, the Company issued 15,000 shares of common stock to Georgios Kapaniris for cash proceeds of $3,000.00 at $0.20 per share.
On February 9, 2018, the Company issued 10,000 shares of common stock to Marina Brisimi for cash proceeds of $2,000.00 at $0.20 per share.
On February 9, 2018, the Company issued 10,000 shares of common stock to Evangelos Brisimis for cash proceeds of $2,000.00 at $0.20 per share.
On February 9, 2018, the Company issued 15,000 shares of common stock to Dessislav Krumov Djarkov for cash proceeds of $3,000.00 at $0.20 per share.
On February 12, 2018, the Company issued 50,000 shares of common stock to Athanasios Tolis for cash proceeds of $10,000.00 at $0.20 per share.
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On February 14, 2018, the Company issued 10,000 shares of common stock to George Mengos for cash proceeds of $2,000.00 at $0.20 per share.
On February 19, 2018, the Company issued 15,000 shares of common stock to Nektarios Tzortzoglou for cash proceeds of $3,000.00 at $0.20 per share.
On February 19, 2018, the Company issued 10,000 shares of common stock to Vilelmini Fatourou for cash proceeds of $2,000.00 at $0.20 per share.
On February 22, 2018, the Company issued 10,000 shares of common stock to Dogan Omer Ozyigit for cash proceeds of $2,000.00 at $0.20 per share.
On February 28, 2018, the Company issued 10,000 shares of common stock to Robert Brown for cash proceeds of $2,000.00 at $0.20 per share.
On March 1, 2018, the Company issued 16,000 shares of common stock to Dragon Ventures Management, Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 1, 2018, the Company issued 16,000 shares of common stock to GMPraxis Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 1, 2018, the Company issued 16,000 shares of common stock to Field Insights CEE, SRL Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 5, 2018, the Company issued 10,000 shares of common stock to First Call Holding Cyprus for cash proceeds of $2,000.00 at $0.20 per share.
On March 5, 2018, the Company issued 11,700 shares of common stock to Efthymia Lioulia for cash proceeds of $2,340.00 at $0.20 per share.
On March 8, 2018, the Company issued 10,000 shares of common stock to Donald Ruan for cash proceeds of $2,000.00 at $0.20 per share.
On March 9, 2018, the Company issued 10,000 shares of common stock to Peter Brown for cash proceeds of $2,000.00 at $0.20 per share.
On March 12, 2018, the Company issued 10,000 shares of common stock to Predica Constanta for cash proceeds of $2,000.00 at $0.20 per share.
On March 23, 2018, the Company issued 10,000 shares of common stock to Patricia Franco for cash proceeds of $2,000.00 at $0.20 per share.
On March 23, 2018, the Company issued 25,000 shares of common stock to Filippo Giacomo for cash proceeds of $5,000.00 at $0.20 per share.
On March 26, 2018, the Company issued 10,000 shares of common stock to Renee Deschaine for cash proceeds of $2,000.00 at $0.20 per share.
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On March 28, 2018, the Company issued 12,500 shares of common stock to Konstantinos Piperas for cash proceeds of $2,500.00 at $0.20 per share.
On March 28, 2018, the Company issued 16,000 shares of common stock to CEO Medya Pazarlama Ve Ajans Hizmetleri, Ltd. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 30, 2018, the Company issued 10,000 shares of common stock to William Bartels for cash proceeds of $2,000.00 at $0.20 per share.
On April 2, 2018, the Company issued 25,000 shares of common stock to Mehmet Metin Yilmaz for cash proceeds of $5,000.00 at $0.20 per share.
On April 3, 2018, the Company issued 10,000 shares of common stock to George Sakoulas for cash proceeds of $2,000.00 at $0.20 per share.
On April 4, 2018, the Company issued 32,000 shares of common stock to Spar PTY Ltd for cash proceeds of $6,400.00 at $0.20 per share.
On April 4, 2018, the Company issued 24,000 shares of common stock to Floor Graphics BG Ltd for cash proceeds of $4,800.00 at $0.20 per share.
On April 10 30, 2018, the Company issued 25,000 shares of common stock to Michael Stefanidis for cash proceeds of $5,000.00 at $0.20 per share.
On April 11, 2018, the Company issued 12,500 shares of common stock to Ilias Bouzalas for cash proceeds of $2,500.00 at $0.20 per share.
On April 23, 2018, the Company issued 10,000 shares of common stock to Kimberly Villani for cash proceeds of $2,000.00 at $0.20 per share.
On April 23, 2018, the Company issued 25,000 shares of common stock to James Daniel Williams for cash proceeds of $5,000.00 at $0.20 per share.
Repurchases of Equity Securities
We repurchased no shares of our Common Stock during the year ended December 31, 2018.
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Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The discussion and analysis of our financial condition and results of operations are based on our financial statements, which we have prepared in accordance with accounting principles generally accepted in the United States of America. This discussion should be read in conjunction with the other sections of this Form 10-K, including “Risk Factors,” and the Financial Statements. The various sections of this discussion contain a number of forward-looking statements, all of which are based on our current expectations and could be affected by the uncertainties and risk factors described throughout this Annual Report on Form 10-K. See “Forward-Looking Statements.” Our actual results may differ materially. The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well as the reported revenues and expenses during the reporting periods. On an ongoing basis, we evaluate estimates and judgments, including those described in greater detail below. We base our estimates on historical experience and on various other factors that we believe are reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the business of Sun Power Holdings Corp.
Organizational Overview
Thenablers, Inc. (“Thenablers, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. The Company is an International Business Development Organization focused in the Design and Execution of New Market Strategies for its clients with the purpose of growing their brand and customer base.
Although the Company has no market for its common stock, management believes that the Company will meet all requirements to be quoted on the OTC market, and even though the Company’s common stock will likely be a penny stock, becoming a reporting company will provide us with enhanced visibility and give us a greater possibility to provide liquidity to our shareholders.
Going Concern
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplates the continuation of the Company as a going concern. The Company had no revenues for the year ended December 31, 2017 but had revenues of $3,822 for the year ended December 31, 2018. 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.
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Critical Accounting Policies and Estimates
Our significant accounting policies are more fully described in the notes to our consolidated financial statements. Those material accounting estimates that we believe are the most critical to an investor’s understanding of our financial results and condition are discussed immediately below and are particularly important to the portrayal of our financial position and results of operations and require the application of significant judgment by our management to determine the appropriate assumptions to be used in the determination of certain estimates.
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Accounts Receivable
The company has entered into related party transactions with companies owned or subject to significant influence by management, directors and principle shareholders. The balance in accounts receivable are payable upon demand and have arisen from the provision of services based on contracts with customers.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
-12-
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognized from contracts with customers is disclosed separately from other sources of revenue.
Stock-Based Compensation
The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options.
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.
As per ASC 505-50 rules to account for non-employee equity transactions the measurement date for when actual performance was completed was used to determine the fair value of the services received.
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, 2018
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
Subsequent Events
The Company has analyzed the transactions from December 31, 2018 to the date these financial statements were issued for subsequent event disclosure purposes.
-13-
Results of Operations for the Year Ended December 31, 2018 as Compared to the Year Ended December 31, 2017
Revenues
None
Operating Expenses
During the year ended December 31, 2018, operating expenses increased by $74,596, from $14,390 for the year ended December 31, 2017 to $88,986 in 2018 due to an increase in professional fees, Stock- based compensation expenses, and other general and administrative costs.
Net Loss
As a result of the above, Net Loss increased $70,774 from $14,390 for the year ended December 31, 2017 to $85,164 in 2018.
Liquidity and Capital Resources
Net Working Capital
We have, since inception, financed operations and capital expenditures through the sale of stock and convertible notes. Our immediate sources of liquidity include cash and cash equivalents, accounts receivable, and related party short-term loans.
At December 31, 2018, we had a net working capital of approximately $37,494 compared to $100 at December 31, 2017. We relied on proceeds from related party accounts receivable and related party short-term loans throughout fiscal year 2018.
We must successfully execute our business plan to increase profitability in order to achieve positive cash flows to sustain adequate liquidity without requiring additional funds from external sources to meet minimum operating requirements. We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all.
Generally, the Company has insufficient capital to maintain operations. Cashflows from operations of the Company and all its subsidiary holdings will not sustain the Company’s operations, let alone its filing requirements, unless there is substantial influx of cash flow through debt and equity financing.
Cash Flows from Operating Activities
Cash provided by operating activities provides an indication of our ability to generate sufficient cash flow from our recurring business activities. Costs such as professional fees, stock-based compensation expenses, and other general and administrative costs represent a significant portion of the Company’s continuing operating costs.
For the year ended December 31, 2018, net cash used in operations was approximately $95,264 driven by current year operating loss, offset primarily by an increase in accounts payable.
For the year ended December 31, 2017, net cash used in operations was approximately $12,290 driven by current year operating loss, offset primarily by accounts payable.
-14-
Cash Flows from Investing Activities
None
Cash Flows from Financing Activities
Cash provided by (used in) financing activities provides an indication of our sale of common stock and proceeds from capital raise transactions.
For the year ended December 31, 2018, cash provided by financing activities was approximately $119,658 from the sale of common stock, related parties, and additional paid in capital, and offset by subscriptions receivable.
For the year ended December 31, 2017, cash provided by financing activities was approximately $12,390 due to related parties.
At December 31, 2018, there were no material commitments for additional capital expenditures, but that could change with the addition of material contract awards.
In the short term, we must raise additional capital through financing activities to support our business operations and grow our business. Over the long term, we must successfully execute our growth plans to increase profitable revenue and income streams to generate positive cash flows to sustain adequate liquidity without impairing growth initiatives or requiring the infusion of additional funds from external sources to meet minimum operating requirements. We may need to raise additional capital to fund our operations and there can be no assurance that additional capital will be available on acceptable terms or at all.
Off-Balance Sheet Arrangements
We have no off-balance sheet financing arrangements.
Contractual Obligations
Not required of smaller reporting companies.
Item 8. Financial Statements and Supplementary Data
Our consolidated financial statements and notes thereto and the report of our independent registered public accounting firm, are set forth on pages F-1 through F-10 of this report.
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
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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, 2018 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, 2018. 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.
-16-
3. We do not have personnel with sufficient experience with United States generally accepted accounting principles to address complex transactions.
4. We have inadequate controls to ensure that information necessary to properly record transactions is adequately communicated on a timely basis from non-financial personnel to those responsible for financial reporting. Management evaluated the impact of the lack of timely communication between non–financial personnel and financial personnel on our assessment of our reporting controls and procedures and has concluded that the control deficiency represented a material weakness.
5. We have determined that oversight over our external financial reporting and internal control over our financial reporting is ineffective. The Chief Financial Officer has not provided adequate review of the Company’s SEC’s filings and financial statements and has not provided adequate supervision and review of the Company’s accounting personnel or oversight of the independent registered accounting firm’s audit of the Company’s financial statement.
We have taken steps to remediate some of the weaknesses described above, including by engaging a financial reporting advisor with expertise in accounting for complex transactions. We intend to continue to address these weaknesses as resources permit.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the quarter ended December 31, 2018 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting
None.
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PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The current Directors and Officers of the Company are as follows:
Executive | Age | Position | ||
Panagiotis Lazaretos | 45 | Chairman of the Board, Chief Executive Officer | ||
Panagiotis Tolis | 45 | Secretary/Director, Chief Financial Officer | ||
Sotirios Foutis | 40 | Director | ||
Theofylaktos Petros Oikonomou | 48 | Director |
Panagiotis Lazaretos – Chairman, CEO President
Panagiotis Lazaretos has over 15 years of international business development professional experience. Since 2017 Mr. Lazaretos has been a Director for Sales Service International. From 2013 to 2016, Mr. Lazaretos was Regional Director for Field Marketing Services for Adecco Group where he helped launch start up positions in 17 new markets, created a field force of over 2,000 marketers, and met return on investment goals in 3 years. From 2002 to 2013, Mr. Lazaretos was Vice President of International Operations for SPAR Group, a NASDAQ listed company where he was responsible for nine international operations in Canada, Mexico, Turkey, Romania, South Africa, India, China, Japan, and Australia. Prior to becoming Vice President of International Operations, Mr. Lazaretos was Director of Technology for 5 years.
Mr. Lazaretos holds a BS in Computer Science from State University of New York, New York and has attended MBA studies in I.T. at Pace University.
Panagiotis Tolis – Director, CFO, Secretary
Panagiotis Tolis brings an over 25 years of banking, finance and business consulting experience. Beginning in 1992, Mr. Tolis worked for almost 12 years with Geniki Bank, S.A. in Athens providing portfolio advice for the bank’s clients. After leaving Geniki Bank, S.A. in 2004, Mr. Tolis joined Bank of Cyprus, PLC as Corporate Relationship Manager providing portfolio management for large companies. In 2007, Mr. Tolis took his talents to Alpha Bank, S.A. in Athens, again managing loan portfolios, while providing supervision to approximately 40 companies during his 2-year tenure. In 2008, Mr. Tolis broke out on his own, providing business and financial services until 2010, when he joined Expense Reductions Analysts, an international firm focused on cost management consulting services for corporate customers. In 2013, Mr. Tolis became a shareholder/partner to Verallis in Athens, again focusing on cost management where he still provides services on a part time basis. From 2012 to 2013, Mr. Tolis also serviced as a Director and Secretary of Prime Real Estates and Development, Inc., now known as Cosmos Holdings, Inc. an OTCQB listed company.
Mr. Tolis holds several degrees and certifications, including an MSc in Financial Management from the University of Surrey, UK, an MSc in Financial Management from the University of Piraeus, Greece, a BS in Operational Research and Marketing from the Athens University of Economics and Business, and a BS in Accounting and Business Administration from the Technological Education Institute of Piraeus, Greece.
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Sotirios Foutsis – Director
Sotirios Foutsis has over 15 years of experience in education management, business development, sales marketing and operations. For 2 years, beginning in 2006, Mr. Foutsis was a sales representative for Novartis where he was responsible for 3 product lines with 3 territories in Greece. In 2007, Mr. Foutsis became the General Manager of the University of New York in Prague. Since joining University, Mr. Foutsis has ventured out into other projects. In 2015, Mr. Foutsis founded, as CEO, Belgicka Apartments where he management operations for a medium size residential apartment company. In 2016, Mr. Foutsis founded ETESA S.R.O., a marketing company focused on social media.
Mr. Foutsis holds a BS in Finance from the State University of New York, New York and an MBA in Entrepreneurship from the University of Louisville.
Theofylaktos Petros Oikonomou – Director
Petros Economou brings over 20 years of corporate finance, business development and entrepreneurial experience to the Company. Mr. Oikonomou began his career in the Greek banking industry in 1997. By 2001, Mr. Oikonomou was a Corporate Account Officer for the Bank of Cyprus, PLC, managing the bank’s portfolio of listed and non-listed companies. In 2005, Mr. Oikonomou joined Hewlett-Packard Hellas where he was a Senior Analyst in the ISE region. In 2007, Mr. Oikonomou broke out on his own providing business development, strategic and corporate management solutions for his business clients. After 3 years he joined Expense Reduction Analysts (currently Verallis), a firm focusing on cost management and procurement services for corporate customers where he was one of its cofounders in Greece.
In 2013, Mr. Oikonomou left the company and joined A.S.C. Energy, an Oil arbitrage company, as a full time member of their business development team. In 2017, Mr. Oikonomou joined In4Capital, a global funding platform for startups and companies in the United Kingdom, as a Director and Chief Operation Officer.
Mr. Oikonomou holds an MSc in Finance from the Strathclyde Business School, UK, a BA in Economics from the American College of Greece - Deree College and a BSc in Business Administration, Accounting and Financial Management from the Athens University of Economics and Business.
Committees
We do not currently have an audit, compensation, or nominating committee.
Legal Proceedings
There are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors.
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Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers has:
● | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. | |
● | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. | |
● | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. | |
● | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. | |
● | Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
Code of Ethics
We do not currently have a code of ethic that applies to any member of the Board of Directors or our executive officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Securities Exchange Act of 1934, as amended, requires our directors and executive officers and persons who own more than 10% of the issued and outstanding shares of our common stock to file reports of initial ownership of common stock and other equity securities and subsequent changes in that ownership with the SEC. Officers, directors and greater than ten percent stockholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms they file. To our knowledge, based solely on a review of the copies of such reports furnished to us and written representations that no other reports were required, during the fiscal year ended December 31, 2018 all Section 16(a) filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with.
Item 11. Executive Compensation
None of our offices have received compensation for the last two fiscal years.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth certain information as of December 31, 2018, with respect to the beneficial ownership of shares of Common Stock by (i) each person known to us who owns beneficially more than 5% of the outstanding shares of Common Stock (based upon reports which have been filed and other information known to us), (ii) each of our Directors, (iii) each of our Executive Officers and (iv) all of our Executive Officers and Directors as a group. Unless otherwise indicated, each stockholder has sole voting and investment power with respect to the shares shown. As of March 2018, we had 20,656,700 shares of Common Stock issued and outstanding.
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Title of class | Name and address of beneficial owner | Amount and Nature of Beneficial Ownership | Percentage of Common Stock (1) | |||||||
Common Stock | Panagiotis Lazaretos | 8,500,000 | 41.15 | % | ||||||
Common Stock | Panagiotis Tolis | 5,000,000 | 24.2 | % | ||||||
Common Stock | Theofylaktos Petros Oikonomou | 3,000,000 | 14.52 | % | ||||||
Common Stock | Sotirios Foutsis | 1,500,000 | 7.26 | % | ||||||
All Directors and Officers | 87.13 | % | ||||||||
Common Stock | Eleftherios Kontos | 2,000,000 | 9.68 | % | ||||||
All Beneficial Owners Total | 20,000,000 | 96.81 | % |
(1)Under Rule 13d-3 promulgated under the Exchange Act, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights.
We are not aware of any arrangements that could result in a change of control.
-21-
Item 13. Certain Relationships and Related Transactions and Director Independence
Security Ownership of Certain Beneficial Owners and Management
On December 29, 2017, 20,000,000 shares of the Company’s common stock were issued to the founders of the Company, at the price of $0.0001 per share.
Shareholder loans
From the inception of the Company (November 3, 2017) until the audited financial statement date of December 31, 2018, there is an amount as high as $23,740 that is owed to Mr. Panagiotis Lazaretos, Mr. Panagiotis Tolis and Mr. Petros Oikonomou.
Panagiotis Lazaretos is a founder and therefore may be considered a promoter, as that term is defined in Rule 405 of Regulation C.
Transactions with Related Persons
There are two representative agreements in place with two companies registered in Cyprus and Czech Republic that are owned by Mr. Panagiotis Lazaretos and Mr. Sotirios Foutsis respectively.
Item 14. Principal Accounting Fees and Services.
The aggregate fees incurred for each of the last two years for professional services rendered by BFBorgers CPA, PC, the independent registered public accounting firm for the audit of the Company’s annual financial statements included in the Company’s Form 10-K and review of financial statements for its quarterly report (Form 10-QT) are reported below.
The total fees charged by BFBorgers CPA, PC in 2018 and 2017 aggregated $13,500 and $3,000, respectively, which includes fees for the 2018 audited financial statements and review of the quarterly financial statements of for 2018.
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PART IV
Item 15. Exhibits, Financial Statement Schedules
Financial Statements
Report of Independent Registered Public Accounting Firm | F-1 | |||
Balance Sheets as of December 31, 2018 and December 31, 2017 | F-2 | |||
Statements of Operations for the year ended December 31, 2018, and for the period from November 3 (Inception) to December 31, 2017 | F-3 | |||
Statements of Cash Flows for the year ended December 31, 2018, and for the period from November 3 (Inception) to December 31, 2017 | F-4 | |||
Statements of Shareholders’ Deficit for the year ended December 31, 2018, and for the period from November 3 (Inception) to December 31, 2017 | F-5 | |||
Notes to the Financial Statements for year-end December 31, 2018 | F-6 to F-12 | |||
Exhibits
-23-
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.
Thenablers, Inc. | ||
Date: April 3, 2019 | By: | /s/ Panagiotis Lazaretos |
Name: | Panagiotis Lazaretos | |
Title: |
Chairman of the Board of Directors, & Chief Executive Officer (Principal Executive Officer) | |
Date: April 3, 2019 | By: | /s/ Panagiotis Tolis |
Name: | Panagiotis Tolis | |
Title: | Chief Financial Officer (Principal Financial and Accounting Officer) |
In accordance with the Exchange Act, this report has been signed below by the following persons on April 3, 2019 on behalf of the registrant and in the capacities indicated.
Signature | Title | |
/s/ Panagiotis Lazaretos | Chairman of the Board of Directors, Chief | |
Panagiotis Lazaretos |
Executive Officer (Principal Executive Officer) | |
/s/ Panagiotis Tolis | Secretary/Director, Chief Financial Officer | |
Panagiotis Tolis | (Principal Financial and Accounting Officer) | |
/s/ Sotirios Foutis | Director | |
Sotirios Foutis | ||
/s/ Theofylaktos Petros Oikonomou | Director | |
Theofylaktos Petros Oikonomou |
-24-
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Thenablers, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Thenablers, Inc. (the "Company") as of December 31, 2018 and 2017, the related statements of operations, stockholders' equity (deficit), and cash flows for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2018 and 2017, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
Substantial Doubt about the Company’s Ability to Continue as a Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company’s significant operating losses raise substantial doubt about its ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BF Borgers CPA PC
BF Borgers CPA PC
We have served as the Company's auditor since 2017.
Lakewood, CO
April 1, 2019
F-1
THENABLERS, INC
BALANCE SHEET
AS OF DECEMBER 31, 2018, and DECEMBER 31, 2017
ASSETS | December 31, 2018 (Audited) | December 31, 2017 (Audited) | ||||||
Current Assets | ||||||||
Cash | $ | 24,494 | 100 | |||||
Related Party Accounts Receivable | 3,000 | |||||||
Related Party Short-term Loan | 10,000 | |||||||
Total Current Assets | 37,494 | 100 | ||||||
Total Assets | $ | 37,494 | 100 | |||||
LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
Current Liabilities | ||||||||
Accounts Payable | $ | 5,000 | 2,100 | |||||
Due to related party | 24,708 | 12,390 | ||||||
Total Liabilities | 29,708 | 14,490 | ||||||
Stockholders’ Equity | ||||||||
Common stock, par value $0.001; 200,000,000 common shares authorized,100,000,000 preferred shares authorized; 20,556,700 common shares issued and outstanding | $ | 2,056 | 2,000 | |||||
Additional paid in capital | 111,284 | — | ||||||
Accumulated deficit | (99,554 | ) | (14,390 | ) | ||||
Subscription receivable | (6,000 | ) | (2,000 | ) | ||||
— | — | |||||||
Total Stockholders’ Equity | 7,786 | (14,390 | ) | |||||
Total Liabilities and Stockholders’ Equity | $ | 37,494 | 100 |
The accompanying notes are an integral part of these financial statements.
F-2
THENABLERS, INC
STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2018, AND FOR THE PERIOD FROM NOVEMBER 3, 2017 (INCEPTION) TO DECEMBER 31, 2017
For the Year Ended Dec 31, 2018 | For the period from November 3 (Inception) to December 31, 2017 | |||||||
Related Party Revenue | $ | 3,822 | — | |||||
Operating expenses | ||||||||
Professional fees | 40,500 | 14,000 | ||||||
Stock-based compensation expense | 24,000 | — | ||||||
Other general and administrative costs | 24,486 | 390 | ||||||
Total operating expenses | 88,986 | 14,390 | ||||||
Loss from operations | (85,164 | ) | (14,390 | ) | ||||
Other Income and (Expenses) | ||||||||
Interest expenses | ||||||||
Total Other Income and (Expenses) | — | — | ||||||
Net loss before income taxes | (85,164 | ) | (14,390 | ) | ||||
Income taxes | — | — | ||||||
Net loss | $ | (85,164 | ) | (14,390 | ) | |||
Net 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 | 20,556,700 | 20,000,000 |
The accompanying notes are an integral part of these financial statements.
F-3
THENABLERS, INC
STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2018, AND FOR THE PERIOD FROM NOVEMBER 3, 2017 (INCEPTION) TO DECEMBER 31, 2017
For the Year Ended December 31, 2018 (Audited) | For the period from November 3 (Inception) to December 31, 2017 (Audited) | |||||||
Cash Flows from Operating Activities | ||||||||
Net loss for the period | $ | (85,164 | ) | (14,390 | ) | |||
Adjustments to reconcile net loss | ||||||||
to net cash used in operating activities | ||||||||
Decrease (Increase) in Current Assets | ||||||||
Related Party Accounts Receivable | (3,000 | ) | — | |||||
Related Party Short-term Loan | (10,000 | ) | — | |||||
Increase (Decrease) in Current Liabilities | ||||||||
Accounts Payable | 2,900 | 2,100 | ||||||
Net cash used in operating activities | (95,264 | ) | (12,290 | ) | ||||
Cash Flows from Investing Activities | — | — | ||||||
Cash Flows from Financing Activities | ||||||||
Cash (Used) or provided by: | ||||||||
Due to related party | 12,318 | 12,390 | ||||||
Sale of common stock | 56 | — | ||||||
Additional Paid in Capital | 111,284 | — | ||||||
Subscription Receivable | (4,000 | ) | — | |||||
Net cash provided by financing activities | $ | 119,658 | 12,390 | |||||
Increase (Decrease) in Cash | 24,394 | 100 | ||||||
Increase in Cash | ||||||||
Cash at beginning of period | 100 | — | ||||||
Cash at end of period | $ | 24,494 | 100 | |||||
Supplemental Disclosure of | ||||||||
Interest and Income Taxes Paid | ||||||||
Interest paid during the period | $ | — | — | |||||
Income taxes paid during the period | $ | — | — |
The accompanying notes are an integral part of these financial statements.
F-4
THENABLERS, INC
STATEMENT OF SHAREHOLDER’S DEFICIT - AUDITED
FOR THE YEAR ENDED DECEMBER 31, 2018 AND FOR THE PERIOD FROM NOVEMBER 3, 2017 (INCEPTION) TO DECEMBER 31, 2017
Common Stock | Additional Paid-in | Accumulated | Subscription | Total Stockholders’ | ||||||||||||||||||||
Shares | Amount | Capital | Deficit | Receivable | Equity | |||||||||||||||||||
Inception November 3, 2017. | ||||||||||||||||||||||||
Shares issued for cash | 20,000,000 | $ | 2,000 | $ | 0 | $ | 0 | ($ | 2,000 | ) | $ | 0 | ||||||||||||
Shares issued for services | ||||||||||||||||||||||||
Cash received for subscription receivable | ||||||||||||||||||||||||
Net loss for the period from November 3 (Inception) to December 31,2017 | ($ | 14,390 | ) | ($ | 14,390 | ) | ||||||||||||||||||
Balance, December 31, 2017 | 20,000,000 | $ | 2,000 | $ | 0 | ($ | 14,390 | ) | ($ | 2,000 | ) | ($ | 14,390 | ) | ||||||||||
Shares issued for cash | 436,700 | $ | 44 | $ | 87,296 | $ | 87,340 | |||||||||||||||||
Shares issued for services | 120,000 | $ | 12 | $ | 23,988 | $ | 24,000 | |||||||||||||||||
Cash received for subscription receivable | ($ | 4,000 | ) | ($ | 4,000 | ) | ||||||||||||||||||
Net loss for the year ended December 31,2018 | ($ | 85,164 | ) | ($ | 85,164 | ) | ||||||||||||||||||
Balance, Dec. 31,2018 | 20,556,700 | $ | 2,056 | $ | 111,284 | ($ | 99,554 | ) | ($ | 6,000 | ) | $ | 7,786 |
The accompanying notes are an integral part of these financial statements.
F-5
THENABLERS, INC
Notes to the Financial Statements
For the Year Ended December 31, 2018
NOTE 1 – DESCRIPTION OF BUSINESS
Thenablers, Inc. (“Thenablers, Inc.” or the “Company”) was incorporated in the State of Nevada on November 3, 2017. The Company is an International Business Development organization focused in the development and execution of New Market Strategies for its clients by providing access to distributors and strategic partners for growing their brand and customer base.
NOTE 2 – SUMMARY OF SIGNIFCANT ACCOUNTING POLICIES
Basis of Presentation
The financial statements of the Company have been prepared in accordance with generally accepted accounting principles in the United States of America and are presented in US dollars.
Accounting Basis
The Company uses the accrual basis of accounting and accounting principles generally accepted in the United States of America (“GAAP”). The Company has adopted a December 31 fiscal year end.
Cash and Cash Equivalents
Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Fair Value of Financial Instruments
The Company’s financial instruments consist of cash and cash equivalents. The carrying amount of these financial instruments approximates fair value due either to length of maturity or interest rates that approximate prevailing market rates unless otherwise disclosed in these financial statements.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
F-6
THENABLERS, INC
Notes to the Financial Statements
For the Year Ended December 31, 2018
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognized from contracts with customers is disclosed separately from other sources of revenue.
Stock-Based Compensation
The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options.
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, 2018
Recent Accounting Pronouncements
The Company does not expect the adoption of recently issued accounting pronouncements to have a significant impact on the Company’s results of operations, financial position or cash flow.
Subsequent Events
The Company has analyzed the transactions from December 31, 2018 to the date these financial statements were issued for subsequent event disclosure purposes.
F-7
THENABLERS, INC
Notes to the Financial Statements
For the Year Ended December 31, 2018
NOTE 3 – GOING CONCERN
The accompanying financial statements have been prepared in conformity with generally accepted accounting principle, which contemplates the continuation of the Company as a going concern. The Company had no revenues for the year ended December 31, 2017 but had revenues of $3,822 for the year ended December 31, 2018. The Company currently has limited working capital and is continuing its efforts to establish a stabilized source of revenues sufficient to cover operating costs over an extended period of time.
Management anticipates that the Company will be dependent, for the near future, on additional investment capital to fund operating expenses The Company intends to position itself so that it may be able to raise additional funds through the capital markets. In light of management’s efforts, there are no assurances that the Company will be successful in this or any of its endeavors or become financially viable and continue as a going concern.
NOTE 4 – DUE TO RELATED PARTY
During the period from November 3, 2017 to December 31, 2018, Mr. Panagiotis Lazaretos, the Company’s President and Director, Mr. Panagiotis Tolis, the Company’s Secretary and a Director, Mr. Theofylaktos P. Oikonomou, the Company’s Director and Mr. Eleftherios Kontos the Company’s Director, 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 $24,708 and $12,390 as of December 31, 2018 and December 31, 2017 respectively.
NOTE 5 – NOTE PAYABLE
On May 7, 2018, Thenablers Inc. made a loan to Thenablers Ltd. for $30,0000. The loan bears no interest and it must be paid back by June 30th, 2018. This transaction has been made in the context of a formal cooperation between the two companies according to a commission agreement signed on May 7, 2018. The scope of this agreement is that Thenablers Inc. will finance the purchase of a certain amount of inventory produced by an Austrian energy drink manufacturer as well as will assist in the sales and marketing of such products in the region of Greece and Cyprus. Thenablers Inc. will receive a pre-agreed upon commission on every product sold.
Thenablers Ltd asked for an extension in the repayment of the loan and proposed a payment plan for one-third installments of $10,000 each to be paid on July 31th, August 31st and September 30th, 2018 accordingly. The first installment of $10,000 has already been paid on July 31st, 2018.
Further, the second installment of $10,000 was paid on October 22, 2018 and an additional extension has been given for the 3rd installment to be repaid in two payments of $5,000 as of April 30th, 2019 and July 31st, 2019.
NOTE 6– PREPAID EXPENSES
Prepaid expenses consist of amounts paid in advance for items that have not yet occurred as of the end of the period. There are no prepaid expenses as of December 31, 2018.
F-8
THENABLERS, INC
Notes to the Financial Statements
For the Year Ended December 31, 2018
NOTE 7 – COMMON STOCK
Issuance of Common Stock
The Company has 200,000,000, $0.0001 par value shares of common stock authorized.
The Company issued 20,000,000 to its founders valued at $2000 ($0.0001 per share).
On January 15, 2018, the Company issued 10,000 shares of common stock to Prodromos Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.
On January 15, 2018, the Company issued 10,000 shares of common stock to Stavros Nikolaidis for cash proceeds of $2,000.00 at $0.20 per share.
On January 17, 2018, the Company issued 25,000 shares of common stock to Anargyros Vasilakos for cash proceeds of $5,000.00 at $0.20 per share.
On January 18, 2018, the Company issued 10,000 shares of common stock to Alexndros Koukas for cash proceeds of $2,000.00 at $0.20 per share.
On January 29, 2018, the Company issued 15,000 shares of common stock to Georgios Kapaniris for cash proceeds of $3,000.00 at $0.20 per share.
On February 9, 2018, the Company issued 10,000 shares of common stock to Marina Brisimi for cash proceeds of $2,000.00 at $0.20 per share.
On February 9, 2018, the Company issued 10,000 shares of common stock to Evangelos Brisimis for cash proceeds of $2,000.00 at $0.20 per share.
On February 9, 2018, the Company issued 15,000 shares of common stock to Dessislav Krumov Djarkov for cash proceeds of $3,000.00 at $0.20 per share.
On February 12, 2018, the Company issued 50,000 shares of common stock to Athanasios Tolis for cash proceeds of $10,000.00 at $0.20 per share.
On February 14, 2018, the Company issued 10,000 shares of common stock to George Mengos for cash proceeds of $2,000.00 at $0.20 per share.
On February 19, 2018, the Company issued 15,000 shares of common stock to Nektarios Tzortzoglou for cash proceeds of $3,000.00 at $0.20 per share.
On February 19, 2018, the Company issued 10,000 shares of common stock to Vilelmini Fatourou for cash proceeds of $2,000.00 at $0.20 per share.
F-9
THENABLERS, INC
Notes to the Financial Statements
For the Year Ended December 31, 2018
NOTE 7 – COMMON STOCK (CONTINUED)
On February 22, 2018, the Company issued 10,000 shares of common stock to Dogan Omer Ozyigit for cash proceeds of $2,000.00 at $0.20 per share.
On February 28, 2018, the Company issued 10,000 shares of common stock to Robert Brown for cash proceeds of $2,000.00 at $0.20 per share.
On March 1, 2018, the Company issued 16,000 shares of common stock to Dragon Ventures Management, Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 1, 2018, the Company issued 16,000 shares of common stock to GMPraxis Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 1, 2018, the Company issued 16,000 shares of common stock to Field Insights CEE, SRL Inc. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 5, 2018, the Company issued 10,000 shares of common stock to First Call Holding Cyprus for cash proceeds of $2,000.00 at $0.20 per share.
On March 5, 2018, the Company issued 11,700 shares of common stock to Efthymia Lioulia for cash proceeds of $2,340.00 at $0.20 per share.
On March 8, 2018, the Company issued 10,000 shares of common stock to Donald Ruan for cash proceeds of $2,000.00 at $0.20 per share.
On March 9, 2018, the Company issued 10,000 shares of common stock to Peter Brown for cash proceeds of $2,000.00 at $0.20 per share.
On March 12, 2018, the Company issued 10,000 shares of common stock to Predica Constanta for cash proceeds of $2,000.00 at $0.20 per share.
On March 23, 2018, the Company issued 10,000 shares of common stock to Patricia Franco for cash proceeds of $2,000.00 at $0.20 per share.
On March 23, 2018, the Company issued 25,000 shares of common stock to Filippo Giacomo for cash proceeds of $5,000.00 at $0.20 per share.
On March 26, 2018, the Company issued 10,000 shares of common stock to Renee Deschaine for cash proceeds of $2,000.00 at $0.20 per share.
On March 28, 2018, the Company issued 12,500 shares of common stock to Konstantinos Piperas for cash proceeds of $2,500.00 at $0.20 per share.
F-10
THENABLERS, INC
Notes to the Financial Statements
For the Year Ended December 31, 2018
NOTE 7 – COMMON STOCK (CONTINUED)
On March 28, 2018, the Company issued 16,000 shares of common stock to CEO Medya Pazarlama Ve Ajans Hizmetleri, Ltd. for services rendered of $3,200.00 at fair market value of $0.20 per share.
On March 30, 2018, the Company issued 10,000 shares of common stock to William Bartels for cash proceeds of $2,000.00 at $0.20 per share.
On April 2, 2018, the Company issued 25,000 shares of common stock to Mehmet Metin Yilmaz for cash proceeds of $5,000.00 at $0.20 per share.
On April 3, 2018, the Company issued 10,000 shares of common stock to George Sakoulas for cash proceeds of $2,000.00 at $0.20 per share.
On April 4, 2018, the Company issued 32,000 shares of common stock to Spar PTY Ltd for cash proceeds of $6,400.00 at $0.20 per share.
On April 4, 2018, the Company issued 24,000 shares of common stock to Floor Graphics BG Ltd for cash proceeds of $4,800.00 at $0.20 per share.
On April 10 30, 2018, the Company issued 25,000 shares of common stock to Michael Stefanidis for cash proceeds of $5,000.00 at $0.20 per share.
On April 11, 2018, the Company issued 12,500 shares of common stock to Ilias Bouzalas for cash proceeds of $2,500.00 at $0.20 per share.
On April 23, 2018, the Company issued 10,000 shares of common stock to Kimberly Villani for cash proceeds of $2,000.00 at $0.20 per share.
On April 23, 2018, the Company issued 25,000 shares of common stock to James Daniel Williams for cash proceeds of $5,000.00 at $0.20 per share.
NOTE 8 – COMMITMENTS AND CONTINGENCIES
The Company neither owns nor leases any real or personal property. Such costs are immaterial to the financial statements and accordingly are not reflected herein. The officers and directors are involved in other business activities and most likely will become involved in other business activities in the future.
F-11
THENABLERS, INC
Notes to the Financial Statements
For the Year Ended December 31, 2018
NOTE 9 – 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:
December 31, | December 31, | |||||||
2018 | 2017 | |||||||
Net operating loss carry-forward | $ | 99,554 | $ | 14,390 | ||||
Less: valuation allowance | (99,554 | ) | (14,390 | ) | ||||
Net deferred tax asset | $ | — | $ | — |
The Company had federal net operating loss carry forwards for tax purposes of approximately $85,164 at December 31, 2018, which may be available to offset future taxable income. Utilization of the net operating loss carry forwards may be subject to substantial annual limitations due to the ownership change limitations provided by Section 381 of the Internal Revenue Code of 1986, as amended. The annual limitation may result in the expiration of net operating loss carry forwards before utilization.
NOTE 10 – SUBSEQUENT EVENT
In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to December 31, 2018 through March 31, 2019, the date these financial statements were issued, and has determined that it does not have any material subsequent events to disclose in these financial statements.
F-12