Elvictor Group, Inc. - Quarter Report: 2021 June (Form 10-Q)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

For the quarterly period ended June 30, 2021

Commission file number 333-225239

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 ☒ No ☐

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). ☐ Yes ☐ 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):

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 whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: 406,548,757 as of August 20, 2021.

ELVICTOR GROUP, INC.

TABLE OF CONTENTS

Financial Statements

of

ELVICTOR GROUP, INC.

(formerly Thenablers, Inc)

For the Six Months Ended June 30, 2021

ELVICTOR GROUP, INC.

Unaudited Consolidated Balance Sheet

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

ELVICTOR GROUP, INC.

Unaudited Statements of Operations

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

ELVICTOR GROUP, INC.

Unaudited Consolidated Statement of Cash Flows

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

ELVICTOR GROUP, INC.

Unaudited Statement of the Changes in Shareholder’s Equity

Six Month Period Ended June 30, 2021

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

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 June 30, 2021 and statements of operations and cash flows for the six months ended June 30, 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.

Principles of Consolidation

The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc as of June 30, 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 six months ended June 30, 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 principal shareholders.

The company does not have an allowance for doubtful accounts.

Property and Equipment

Property and equipment are stated at cost. Depreciation is computed using the straight-line method over the estimated useful lives of the assets. The office equipment is depreciated over 3 years.

Fair Value of Financial Instruments

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

Income Taxes

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

Revenue Recognition

The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognized from contracts with customers is disclosed separately from other sources of revenue. ASC 606 includes guidance on when revenue should be recognized on a Gross (Principal) or Net (Agent) basis.

Most of the Company’s revenues are recognized primarily under long-term contracts, including those for which revenues are based on either a fixed price, or cost-plus-fee basis, and primarily as performance obligations are satisfied. Revenue from crew manning services where Elvictor acts as a principle is recognized as gross revenue and when acting as an agent, revenue is recognized as net revenue in the accounting period in which the services are rendered. For all fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period. The accounting treatment for the reporting of revenues may vary materially between whether the revenue is reported on a Principal (Gross) or an Agent (Net) basis.

Stock-Based Compensation

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

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

Basic Income (Loss) Per Share

Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of June 30, 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 will be adopting this new accounting guidance this year, that may result in 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 June 30, 2021 to the date these financial statements were issued for subsequent event disclosure purposes.

NOTE 3 – GOING CONCERN

The accompanying financial statements have been prepared in conformity with generally accepted accounting principles, which contemplates the continuation of the Company as a going concern. The Company had $0 in revenue for the six months ended June 30, 2020 and revenues of $1,173,352 for the six months ended June 30, 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. If the company is unable to raise additional funds, there is substantial doubt about its ability to continue as a going concern.

NOTE 4 – ACCOUNTS RECEIVABLE

Trade receivables are amounts due from customers for goods sold or services performed in the ordinary course of business.

As of June 30, 2021, the company has trade accounts receivable of $408,742.

NOTE 5 – RELATED PARTY TRANSACTIONS

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. A total amount of $304,558 has been accrued for the related party Elvictor Crew Management Services Ltd as of June 30, 2021 for Cost of Services Sold.

Additionally, as of June 30, 2021 the company has other receivables - related party of $48,800 from Elvictor Crew Management Ltd Cyprus.

NOTE 6 – LEASES

On July 10, 2020, the company entered into a rental lease agreement for its subsidiary in Vari, Greece. The term of the lease is from July 10, 2020 to December 31, 2021 with a fixed monthly rental payment. of $5000. Then on April 1, 2021, the company entered into a new rental lease agreement for its subsidiary in Vari, Greece. The term of the lease is from April 1, 2021 to December 31, 2022 with a fixed monthly rental payment of $3500.

The Operating Lease Expense is as follows:  

Schedule of Operating Lease Liabilities

The following table summarizes information related to the lease:

Schedule of ROA Asset

NOTE 7 – 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 the balance in convertible bonds is zero as June 30, 2021.

NOTE 8 – 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 $110,338 as of June 30, 2021.

The balance in Other Payables also consist of $51,177 in Other Creditors and $5,512 in Payroll and Sales Tax Payable as of June 30, 2021.

NOTE 9 – STOCKHOLDERS’ EQUITY

Issuance of Common Stock

The Company has 700,000,000, $0.0001 par value shares of common stock authorized. At June 30, 2021 and December 31, 2020 there were 406,548,757 and 26,384,673 common shares issued and outstanding, respectively.

For the year ended 2020, the Company issued a total of 428,400 shares of common stock for cash proceeds of $214,200 and a total of 512,273 shares of common stock for services rendered at a value of $66,100.

On February 5, 2021, the Company issued 3,668,419 shares of common stock for convertible notes payable of $405,725.

On April 8, 2021, the Company issued exactly 375,459,000 shares of common stock to the holders of the Series A Preferred Stock pursuant to the Settlement Agreement, dated July 7, 2020. Specifically, exactly 217,310,305 shares of restricted common stock were issued to Mr. Konstantinos Galanakis and 156,271,400 shares of restricted common were issued to Mr. Stavros Galanakis and 1,877,295 shares of restricted common were issued to Mr. Theofanis Anastasiadis. As a result, there are no shares of Series A Preferred Stock issued and outstanding.

As of June 30, 2021, the Company issued 1,016,665 shares of common stock for cash proceeds of $111,833.

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.

On April 8, 2021, the Company issued exactly 375,459,000 shares of common stock to the holders of the Series A Preferred Stock pursuant to the Settlement Agreement, dated July 7, 2020. As a result, there are no shares of Series A Preferred Stock issued and outstanding as of June 30, 2021.

On the grounds of this conversion as defined in the Settlement Agreement, the Company recognized a loss of $43,147,786 which was generated from the difference of the conversion rate following a fair value measurement to the inception conversion rate of the preferred shares.

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.

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, the issuance of 3,688,419 shares of common stock to reduce convertible notes of $405,727, and the net loss of $43,037,391 for the six months ended June 30, 2021 the ending balance in equity is $570,099 as of June 30, 2021.

For the year beginning January 1, 2020 the company had a shareholders’ equity balance of $16,761. With the sale of 428,400 shares of common stock for a value of $214,200, with the issue of 25,000 shares of common stock for services for a value of $12,500, the receipt of $10,000 in subscription receivables, and the net loss of $236,021 for the six months ended June 30, 2020 the ending balance in equity is $7,441 as of June 30, 2020.

NOTE 10 – 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 $5,000 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.

Then as of April 1, 2021 the Company terminated the lease and entered into a new the lease for the period of commencing from April 1, 2021 to December 31, 2022 with a monthly in the amount of $3,500 per month.

NOTE 11 – 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:

Schedule of Deferred Tax Assets 

The Company had federal net operating loss carry forwards for tax purposes of approximately $440,318 at June 30, 2020, and approximately $44,273,530 at June 30, 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:

Schedule of Provision for Income Taxes

NOTE 12 – SUBSEQUENT EVENT

In accordance with SFAS 165 (ASC 855-10) the Company has analyzed its operations subsequent to June 30, 2021 through August 20, 2021, the date these financial statements were issued, and has determined that there are no material subsequent events to these financial statements.

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.

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 June 30, 2021, the Company is still unable to establish a consistent flow of revenues from our operations which is sufficient to sustain our operating needs, management intends to rely primarily upon debt financing to supplement cash flows, if any, generated by our services. We will seek out such financing as necessary to allow the Company to continue to grow our business operations, and to cover such cost, excluding professional fees, associated with being a reporting Company with the Securities and Exchange Commission (“SEC”). 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.

Results of Operations

Revenues

For the six months ended June 30, 2021 and June 30, 2020, we generated $1,173,352 and $0 in revenues, respectively.

For the three months ended June 30, 2021 and June 30, 2020, we generated $617,122 and $0 in revenues, respectively.

Operating Expenses

For the six months ended June 30, 2021 and June 30, 2020, we incurred $521,224 and $236,021 in operating expenses, respectively. The increase in operating expenses for the six-month period is due primarily to professional fees, salaries, rent, and other general and administrative costs.

For the three months ended June 30, 2021 and June 30, 2020, we incurred $278,532 and $125,870 in operating expenses, respectively. The increase in operating expenses for the six-month period is due primarily to professional fees, salaries, rent, and other general and administrative costs.

Net Loss and Gross Profit

For the six months ended June 30, 2021 and June 30, 2020, we incurred a net loss of $43,037,391 and $236,020, respectively. This increase is due to the loss recognition of the, non-cash, conversion of the preferred shares outstanding to common shares despite the fact that the gross profit increased to $621,739 for the six months ended June 30, 2021 compared to $0 for the six months ended June 30, 2020.

For the three months ended June 30, 2021 and June 30, 2020, we incurred a net loss of $43,062,301 and $ 125,870, respectively. This increase is due to the loss recognition of the, non-cash, conversion of the preferred shares outstanding to common shares despite the fact that the gross profit increased to $359,124 for the three months ended June 30, 2021 compared to $0 for the three months ended June 30, 2020.  

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 six months ended June 30, 2021 of $519,465 compared to $(128,071) for the year ended December 31, 2020.

Cash flows for the six months ended June 30, 2021.

Net cash flow used in operating activities was $45,793 for the six months ended June 30, 2021, compared to $200,230 used in operating activities during the six months ended June 30, 2020. Our net loss in cash flow was primarily due to a net loss of $43,037,391, other receivables – related party of $(48,800), trade accounts payable of $58,531, trade accounts payable – related party of $(4,895), other payables of $10,720, accrued and other liabilities of $5,613, accounts receivable of $(149,749), prepaid expense and current assets of $(35,000), and accounts payable of $7,008. . Adjustments to reconcile net income to net cash provided by (used for) operating activities of $(43,147,786) was due to a loss from the conversion of preferred stock into common.

Net cash flow used in investing activities was $4,829 for office equipment for the six months ended June 30, 2021 and $0 June 30, 2020.

Net cash provided by financing activities was $112,791 for the six months ended June 30, 2021 and consisted $111,833 of sales of common stock and $958 due to a related party.

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  

Not applicable.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

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 June 30, 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 months ended June 30, 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.

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 June 30, 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

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.

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.

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.

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.

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.

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.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

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.