Elvictor Group, Inc 10-K for FY2021
Elvictor Group, Inc. (ELVG)
About this 10-K
Elvictor Group, Inc filed this 10-K on March 31, 2022, covering the fiscal year ended December 31, 2021 (FY2021).
Headline figures
Fiscal year ended December 31, 2021, as reported in this filing, compared with the same period a year earlier where the filing states it.
- Revenue
- $2.39M
- up 411.6% from $466.57K a year earlier
- Net loss
- $43.16M
- compared with a net loss of $449.06K a year earlier
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the fiscal year ended
For the transition period from to
Commission
file number
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |
| incorporation or organization) | Identification No.) |
(Address of principal executive offices)
Registrant’s
telephone number, including area code:
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Exchange Act: None
Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act ☐ Yes ☒
Indicate
by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. ☒
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. ☒
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). ☐ Yes ☒
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,” “non-accelerated filer,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large Accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company | |
| Emerging growth company |
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 has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered
public accounting firm that prepared or issued its audit report.
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes
The aggregate market value of the Company’s common stock outstanding,
other than shares held by persons who may be deemed affiliates of the registrant, computed by reference to the closing price for the common
stock on June 30, 2021, as reported on the OTC Markets on that date, was $
The number of shares of the registrant’s common stock, $0.0001
par value per share, outstanding as of March 31, 2022 was
DOCUMENTS INCORPORATED BY REFERENCE: NONE.
TABLE OF CONTENTS
GENERAL INFORMATION
i
SPECIAL NOTE
Unless the context indicates otherwise, as used in this Annual Report on Form 10-K, the terms “we,” “us,” “our,” “the Company,” “Elvictor,” “ELVG” or “our business” refer to Elvictor Group, Inc.
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Annual Report on Form 10-K contains certain 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 such forward-looking statements that are not statements of current or historical facts. It should be understood that it is not possible to predict or identify all factors, future events or circumstances that may have an impact on the Company’s operations, financial results, financial condition, business, prospects, growth strategy and liquidity. Consequently, the following should not be considered to be a complete discussion of all potential factors, risks or uncertainties. The words “anticipate,” “estimate,” “expect,” “project,” “intend,” “believe,” “plan,” “target,” “forecast” and similar expressions are intended to identify forward-looking statements. Such forward-looking statements are based on management’s current expectations, but actual results may differ materially due to various factors, including, but not limited to:
| ● | the inability to attract or retain qualified seafarers due to a number of factors such as, but not limited to, the ongoing COVID-19 pandemic and the war in the Ukraine; | |
| ● | our success in recruiting and retaining our directors, officers, and key employees; | |
| ● | our ability to compete effectively within our industry, as many of our competitors may have significantly greater financial and operational resources, greater marketing reach, and broader geographic presence than we do; | |
| ● | public health threats, particularly the COVID-19 pandemic, which has impacted and continues to impact the Company and others in the industry in many ways, including amended regulation on crew members; | |
| ● | fluctuations in global economic conditions may significantly reduce the demand for our services and adversely impact our business and results of operations; | |
| ● | changing regulatory, economic, political and governmental conditions may impact industries and markets in which the Company currently operates; | |
| ● | effect of rising inflation on our business, as well as the businesses of our customers; | |
| ● | the effect of fluctuations in the price of oil and natural gas on the businesses of our clients may negatively impact our business and results of operations; | |
| ● | impact of the war in the Ukraine on crewing and the global shipping industry, including our ability to continue effectively serving our clients due to a shortage of qualified seafarers; | |
| ● | our ability to effectively manage our business and deliver services to our customers depends significantly on the reliability and capacity of our technology systems; | |
| ● | our reliance on our technology and cybersecurity procedures to effectively collect, protect and store sensitive and confidential information, including our proprietary business information, as well as information pertaining to our customers, employees, and business partners; and | |
| ● | the increased cost of compliance with regulatory obligations, including due to the data privacy regulations enacted in various jurisdictions in the U.S. and throughout the world. |
ii
The forward-looking statements contained in this Report reflect our current expectations and beliefs concerning future developments and their potential impact on our operations and business. Future developments affecting us may not be those that we have anticipated. Should one or more of these factors, risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those discussed in these forward-looking statements. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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.
iii
PART I
Item 1. Business
Overview
Elvictor Group, Inc., a Nevada corporation, was incorporated on November 3, 2017 under the name of Thenablers, Inc. (“Thenablers”) and initially operated as an international business development organization with a focus on design and execution of market strategies for its clients. In October 2019, Konstantinos Galanakis (our Chief Executive Officer), Stavros Galanakis (our Vice President and Chairman of the Board), Christodoulos Tzoutzakis (our Chief Operating & Technology Officer) and Theodoros Chouliaras (serving as the Company’s CFO at that time) were appointed as directors of the Company, and all of the directors then serving in connection with the business of Thenablers resigned (Panagiotis Lazaretos, Sotirios Foutsis and Theofylaktos Petros Oikonomou). Those changes took place to promote the business by bringing in management with specific knowledge in line with current business of the Company. At the time of appointment of the new directors, Thenablers issued to Mr. Konstantinos Galanakis, Mr. Stavros Galanakis, Aikaterini Galanaki and Theodoros Chouliaras an aggregate of 80,000,000 shares of newly designated “Series A Convertible Preferred Stock in exchange for an aggregate purchase price of $30,000 and the transfer of all of the business of Elvictor Crew Management Ltd to the Company, including all existing crew management contracts, the transfer of which began in the fourth quarter of 2020 and concluded at the end of 2021. The 80,000,000 shares of Series A Convertible Preferred Stock, which voted with the Company’s common stock, on an as-converted basis, and were converted into 395,220,000 shares of common stock issued to Mr. Konstantinos Galanakis and Mr. Stavros Galanakis on April 8, 2021, pursuant to the terms of a Settlement Agreement, resulted in a change in control of the Company.
On November 5, 2019, Mr. Konstantinos Galanakis was appointed as the Chief Executive Officer and Mr. Stavros Galanakis as the Chairman of the Company. On December 13, 2019, with consent of the shareholders, the name of the Company was changed from “Thenablers, Inc.” to “Elvictor Group, Inc.” with the Secretary of State for the State of Nevada. On February 27, 2020, upon receipt of FINRA’s approval, the Company’s trading symbol in the OTC Pink Open Market was changed to “ELVG.”
On August 8, 2020, the Company formed a wholly owned subsidiary in Vari, Greece, called Elvictor Group Hellas Single Member SA. This subsidiary provides back-office services to the Company and its crew management subsidiaries in connection with human resources issues, drafting of agreements, tax and other accounting advice, and administrative support.
In September 2020, the Company began focusing its business operations on providing crew management services to vessels around the world. In October 2021, the Company acquired 100% of the outstanding equity interests of Ultra Shipmanagement, Inc., a Marshall Islands company (“Ultra Shipmanagement”) owned by Mr. Konstantinos Galanakis and Mr. Stavros Galanakis in consideration for the payment of $2,500 by the Company, upon which Ultra Shipmanagement, Inc., became a wholly owned subsidiary of the Company and through which we began offering ship management services. On January 10, 2022, we formed a wholly owned subsidiary in Cyprus, ELVG Crew Management Limited, which provides crew management services.
Together with our wholly owned crew management subsidiaries, Elvictor is a crewing and crew management company responsible for sourcing, recruitment, selection, deployment, scheduling, training, and on-going management of seafarers. Our services also include administrative functions related to crew management services, including payroll services, travel arrangements, and verifying the insurance coverage information of all onboarded seafarers. Our Company benefits from over 65 years of combined experience in various value adding activities of the shipping sector such as ship management, technical management, ship agency, crewing and crew management of Mr. Stavros Galanakis and Mr. Konstantinos Galanakis.
We currently manage over 2,500 seafarers of seven different nationalities who are aboard seven different ship types. On any one day, we manage over 250 seafarers traveling worldwide while processing over 500 multilingual applicants daily, supporting our clients.
1
Recent Developments
Since September 2020, the Company has entered into Crew Management Agreements (the “Crew Management Agreements”) with several vessel operators (the “Shipowners”), pursuant to which the Company performs standard crew management for the Shipowners’ vessels. The Crew Management Agreements continue until they are terminated by us or the Shipowners, where following a formal written notice of termination, the agreement shall terminate upon expiration of a one month period from the date upon which such notice was given. Each Agreement is tailor made based on the requirements of the client and the payment that the Company receives depends on the number of the crew, the different mix of officers and ratings as well as the type and the size of the vessel.
In October 2020, we entered into an agreement with Elvictor Crew Management Ltd., which is owned by Aikaterini Galanaki, wife of Stavros Galanakis and mother of Konstantinos Galanakis, for the provision of consultancy services, to perform the running and management of the Company’s crew management contracts with third parties and provide key personnel for these services. These services include supplying crew for individual vessels, ensuring that crew has passed the required medical examinations and ensuring applicable laws are met regarding the crew members.
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. On February 5, 2021, the Company converted the then outstanding balance of $405,725 of convertible notes into 3,688,419 shares of common stock at $0.1103 per share. Additionally, between January 1, 2021 and January 29, 2021, the Company issued 1,016,655 shares of common stock to various investors for an aggregate proceeds of $111,833 at $0.11 per share.
On April 8, 2021, the Company received and accepted the resignation of Theofylaktos Petros Oikonomou from the role of Chief Financial Officer, and the Board also accepted the consent of a majority of the voting interests of the Company to remove Mr. Panagiotis Tolis from his position as a Director of the Company.
On April 27, 2021, the Board formally accepted the consent of a majority of the voting interests of the Company to remove Georgios Xiradakis, Theodoros Nikolopoulos, and Lampros Chachalis from their respective positions as directors of the Company pursuant to Nevada law and Section 3.5 of the Bylaws of the Company.
On May 25, 2021, the Board approved the appointment of Stavros Galanakis, who already held the position of Chairman, to the position of Vice President of the Company and approved the appointment of Aikaterini (“Katerina”) Bokou to the position of Chief Financial Officer.
2
On November 15, 2021, the Company entered into a Software License Agreement (the “License Agreement”) with Seatrix Software Production Single Member S.A. (the “Licensor”), effective as of January 1, 2022, replacing a prior software license agreement entered into on April 1, 2021. Seatrix Software Production Single Member S.A. is a company owned and controlled by Mr. Konstantinos Galanakis, our Chief Executive Officer. Pursuant to the terms of the License Agreement, the Licensor granted to the Company an exclusive and non-transferable license to use the Licensor’s crew management software. In consideration for this license, the Company agreed to issue to the Licensor 7,000,000 restricted shares (the “License Shares”) of the Company’s common stock, par value $0.0001 per share (“Common Stock”). The License Shares were issued to the Licensor on January 19, 2022.
On January 19, 2022, the Company issued an aggregate of 900,000 shares of common stock to certain directors and former directors for past services provided to the Company.
Our Services
Crewing and Crew Management Services
Crewing is a key ship management service and refers to the selection, recruitment and training of the essential on-board crews. Crew managers source crew members for particular periods considering the specific needs on-board our clients’ vessels, the availability of crew members at the location of the vessels, and the vessels’ schedules.
We provide services that cover all the types of crew management activities. These activities include the sourcing and preliminary screening of seafarers, the matching of crew members with ship owning companies, and submission of employment proposals to them. We also direct seafarers to health clinics, record in our databases the results of their medical examinations, helping verify that the seafarers are fit and ready to perform their assignments. The company also keeps records of the travel and Standards of Training, Certification and Watchkeeping (“STCW”) documents which are required for the seafarers to board our clients’ vessels and perform services thereon. This is a highly complex procedure, given the number of seafarers handled on a daily basis, and requires us to process and store sensitive information (such as, but not limited to, the health records of the seafarers). Because of this, the Company is obligated to comply with data privacy regulations in the United States, as well as the General Data Protection Regulation (“GDPR”) of the EU.
The Company briefs the seafarers on the details of their new assignment and ensures their familiarization with the tasks to be fulfilled. As soon as this step is completed, the Company makes the necessary travel arrangements, including booking of tickets, to ensure that the seafarers reach their destination port and embark the vessel safely and in a timely manner. Upon completion of the assigned trip, each seafarer undergoes a disembarkation and briefing procedure, during which seafarers may submit complaints related to previous assignments, state whether they would like to rejoin the specific ship company for further assignments, request to be promoted and/or effectively communicate any number of other issues.
For each of the aforementioned services the Company charges its clients a fee based on the salary of each seafarer, the seafarer’s rank, and the type of the vessel in which the seafarer is employed (i.e. bulker, tanker, liquefied petroleum gas tanker or container ship). 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 and management services where the Company 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.
Until the first quarter of 2022, we outsourced the provision of crewing and crew management services to Elvictor Crew Management Ltd. Beginning in April 2022, we intend to reduce the amount of crewing and crew management services that we outsource by providing such services directly by the Company or through our subsidiaries. The formation of our wholly owned subsidiary ELVG Crew Management Ltd in January of 2022 was done with the intent of providing such services through this subsidiary.
3
Ship Management Services
Ship management services include the technical and financial fleet management, the crew management and procurement process, as well as compliance with quality and safety standards:
| ● | The technical management includes the maintenance of the machinery and repair work of the ship to ensure the technical availability of the vessel. | |
| ● | Crew management is also a key ship management service and refers to the recruitment, composition and employment of the essential on-board crews. Ship managers hire crew members for particular periods considering the specific needs on-board, the availability of crew members at the location of the vessel and the vessel schedules. | |
| ● | Financial management includes finance and accounting, provision of data and performance measurement of the vessel. | |
| ● | Finally, ship managers provide spare parts, supplies and services to keep the vessel ready to sail, and also arrange compliance with regulations and quality standards, health, safety and environment standards, insurance and claims handling services. |
The Company intends to expand the services it offers by also providing ship management services. In furtherance thereof, we acquired Ultra Shipmanagement from Mr. Stavros Galanakis and Mr. Konstantinos Galanakis, which has received its Det Norske Veritas AS approved Interim Document of Compliance provided under the authority granted by the Government of the Republic of the Marshall Islands, and specialized personnel has also been employed by the Company. The Interim Document of Compliance is the license required for a ship management company to start providing its services.
Competition
Many of our competitors have significantly greater financial and operational resources, longer operating histories, greater marketing and advertising capabilities, and broader geographic presence than we and our subsidiaries do. Our competitors may be better positioned to outmaneuver us in the market by offering more competitive pricing and by spending significantly greater resources on advertising. Our current and potential competitors may be able to expand into markets in which we and our subsidiaries currently operate, and we and our subsidiaries are vulnerable to the marketing power and potentially significantly higher level of customer brand recognition of our larger competitors. Many of our competitors offer services that are more extensive than the services we together with our subsidiaries currently offer, and may offer such services at a price point that we may be unable to compete with.
Our competitors in ship and crew management can be separated into three broad categories:
| (a) | Local manning companies focused on specific geographical markets situated in their countries of domicile (Ukraine, Sri Lanka, Philippines, etc.), which provide isolated services encompassing ship personnel. | |
| (b) | In-house ship and crew management departments of ship owning companies that usually own a substantial number of vessels. | |
| (c) | Crew & Ship management companies providing crew management services to third parties. |
We believe that we can compete effectively with our competitors though
| (i) | Our access to the biggest seafarer-supplying countries, through established relations with related or third-party companies; | |
| (ii) | Our smaller size and simpler internal structure can be more flexible to the specific requirements of each client and can offer a tailor-made approach both in the services and pricing allowing to present an attractive alternative solution to many ship owning companies; | |
| (iii) | Our crew management platform designed to allow our personnel to collaborate with many different cultures in many different time zones with ever rising complexities, presenting a uniform service level to our clients regardless of the point of origin of the crew; and | |
| (iv) | Our public status that provides transparency to our operations and financial performance covering our clients ESG requirements. |
As we grow our operations and venture into new products and solutions, we anticipate competitive pressures to increase, particularly from established firms that find our solutions disruptive.
4
Government Regulation
We are subject to numerous laws and regulations in the United States and other jurisdictions in which we operate. The laws and regulations govern many issues related to our business practices, including, but not limited to those regarding privacy, data security, intellectual property, taxation, wage and hour, sick pay and leaves of absence, anti-discrimination and harassment, whistleblower protections – just to name a few. We are obligated to have compliance procedures in place and to remain diligent in keeping abreast of changes in labor regulations, maritime regulations, and other trade regulations that affect our customers in order to amend our procedures. Because we are performing cash transfers to and on behalf of the crew members, we need to comply with banking regulation that applies for EU, UN and OFAC sanctions as provided to us by the banks.
The General Data Protection Regulation (“GDPR”) that has been adopted by the European Union is considered in our operations and all the required consents from the crew members are provided at the local offices on behalf of the Company for processing personal data.
As we begin to roll out additional services and solutions, we may find certain aspects of our operations fall under regulatory regimes governing the specific products or the Company as a whole. For example, if we begin to provide ship management services, we may fall under certain shipping regulations.
Employees and Consultants
As of December 31, 2021, we had 10 full time employees, not including our Chief Executive Officer and our Chairman of the Board of Directors and Vice President (“VP”).
Item 1A. Risk Factors
As a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to include the disclosure required under this Item 1A.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
The Company’s principal business and corporate address is Vassileos Constantinou 79, Vari, 16672, Attiki, Greece. The space is being provided through a lease agreement with the wife of Mr. Stavros Galanakis at a monthly cost of €3,500 and a termination date of December 31, 2022. We consider our office space adequate for our current operations.
Item 3. Legal Proceedings
Currently, the Company is not involved in any pending or threatened material litigation or other material legal proceedings, nor have we been made aware of any pending or threatened regulatory audits.
Item 4. Mine Safety Disclosures
Not applicable.
5
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market Information
Our Common Stock is quoted on the Pink Open Market under the symbol “ELVG.” The following table sets forth the quarterly high and low daily close for our Common Stock for the two years ended December 31, 2021. The bids reflect inter dealer prices without adjustments for retail mark-ups, mark-downs or commissions and may not represent actual transactions. There is a very limited market for the Company’s Common Stock.
| Price Range | ||||||||
| High | Low | |||||||
| Year ended December 31, 2020 | ||||||||
| First Quarter | $ | 0.25 | $ | 0.18 | ||||
| Second Quarter | $ | 0.53 | $ | 0.07 | ||||
| Third Quarter | $ | 0.23 | $ | 0.07 | ||||
| Fourth Quarter | $ | 0.20 | $ | 0.02 | ||||
| Year ended December 31, 2021 | ||||||||
| First Quarter | $ | 0.18 | $ | 0.07 | ||||
| Second Quarter | $ | 0.29 | $ | 0.07 | ||||
| Third Quarter | $ | 0.27 | $ | 0.05 | ||||
| Fourth Quarter | $ | 0.08 | $ | 0.03 | ||||
The over the counter market does not impose listing standards or requirements, does not provide automatic trade executions and does not maintain relationships with quoted issuers. A company traded on the over the counter market may face loss of market makers and lack of readily available bid and ask prices for its stock and may experience a greater spread between the bid and ask price of its stock and a general loss of liquidity with its stock. In addition, certain investors have policies against purchasing or holding over the counter market. Both trading volume and the market value of our securities have been, and will continue to be, materially affected by the trading on the over the counter market.
Holders
As of March 31, 2022, the Company had 414,448,757 outstanding shares of Common Stock and 87 shareholders of record.
Dividend Policy
Holders of Common Stock are entitled to receive dividends as may be declared by the Company’s Board of Directors. The Company’s Board of Directors is not restricted from paying any dividends but is not obligated to declare a dividend. Although the Company has paid dividends to stockholders in shares of Common Stock, it has never declared or paid any cash dividends, and the Company does not anticipate paying cash dividends on the Common Stock at any time in the foreseeable future. The Company’s Board of Directors currently plans to retain earnings for the development and expansion of the Company’s business. Any future determination as to the payment of dividends will be at the discretion of the Board of Directors of the Company and will depend on a number of factors including future earnings, capital requirements, financial conditions and such other factors as the Board of Directors may deems relevant.
Securities Authorized for Issuance under Equity Compensation Plans
The Company has not adopted an equity compensation plan.
6
Recent Sales of Unregistered Securities
We did not issue any securities in unregistered transactions during the fiscal year covered by this report that have not been previously reported in a Form 10-Q or Form 8-K.
Repurchases of Equity Securities
We did not repurchase any equity securities during the year ended December 31, 2021.
Item 6. [Reserved].
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and the notes thereto, which are included in “Item 8. Consolidated Financial Statements and Supplementary Data” of this Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of many factors, including those set forth under “Forward-Looking Statements,” above.
Organizational Overview
Together with our wholly owned crew management subsidiaries, Elvictor is a crewing and crew management company responsible for sourcing, recruitment, selection, deployment, scheduling, training, and on-going management of seafarers. Our services also include administrative functions related to crew management services, including payroll services, travel arrangements, and verifying the insurance coverage information of all onboarded seafarers. Our Company benefits from over 65 years of combined experience in various value adding activities of the shipping sector such as ship management, technical management, ship agency, crewing and crew management of Mr. Stavros Galanakis and Mr. Konstantinos Galanakis.
Through the crew management platform developed by our affiliate, Seatrix, our personnel can collaborate with many different cultures in many different time zones with ever rising complexities, presenting a uniform service level to our principals, regardless of the point of origin of the crew. This innovation allows us to hire junior operators, who after a short training procedure are able to serve our principals with high quality standards, helping Elvictor be cost effective while maintaining the highest possible service level.
We currently manage over 2,500 seafarers of seven different nationalities who are aboard seven different ship types. On any one day, we manage over 250 seafarers traveling worldwide while processing over 500 multilingual applicants daily, supporting our clients.
The Company intends to expand the services it offers by also providing ship management services. In furtherance thereof, we acquired Ultra Shipmanagement from Mr. Stavros Galanakis and Mr. Konstantinos Galanakis, which has received its Det Norske Veritas AS approved Interim Document of Compliance provided under the authority granted by the Government of the Republic of the Marshall Islands, and specialized personnel has also been employed by the Company. The Interim Document of Compliance is the license required for a ship management company to start providing its services.
Results of Operations
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.
7
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 U.S. dollars, unless indicated otherwise. The Company believes that the disclosures in these financial statements are adequate and not misleading. In the opinion of management, the financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial position as of December 31, 2021 and 2020 and statements of operations and cash flows for the year ended December 31, 2021 and 2020.
The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc. as of December 31, 2021 and 2020 and the results of controlled subsidiaries for the year then ended. Elvictor Group, Inc. and its subsidiaries 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.
Cash and Cash Equivalents
The Company considers all cash on hand and in banks, certificates of deposit and other highly-liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Accounts Receivable
For the year ended December 31, 2021 and 2020, the Company has operations of crew manning and management 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, individual credit valuation and specific circumstances of the customer 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 included in the provision for doubtful accounts. There is no interest charged on past due accounts.
The Company does not have an allowance for doubtful accounts as of December 31, 2021 or 2020.
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.
8
Beneficial Conversion Features
The Company issued convertible bonds that resulted in a beneficial conversion feature. A beneficial conversion feature arises when the conversion price of a convertible instrument is below the per share fair value of the underlying stock into which it is convertible. The holder realizes a benefit to the extent of the price difference and the issuer of the convertible instrument realizes a cost based on the theory that the intrinsic value of the price difference represents an additional financing cost. See Note 6 of the Notes to the Consolidated Financial Statements for further discussion of the convertible notes and the embedded derivative liability.
Income Taxes
Income taxes are computed using the asset and liability method. Under the asset and liability method, deferred income tax assets and liabilities are determined based on the differences between the financial reporting and tax bases of assets and liabilities and are measured using the currently enacted tax rates and laws. A valuation allowance is provided for the amount of deferred tax assets that, based on available evidence, are not expected to be realized.
Revenue Recognition
The Company recognizes revenue in accordance with FASB ASC 606 upon the transfer of goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Revenue recognized from contracts with customers is disclosed separately from other sources of revenue. ASC 606 includes guidance on when revenue should be recognized on a Gross (Principal) or Net (Agent) basis. ASC 6060 includes guidance.
Most of the Company’s revenues are recognized primarily under long-term contracts, including those for which revenues are based on either a fixed price, or cost-plus-fee basis, and primarily as performance obligations are satisfied. Revenue from crew manning services where Elvictor acts as a principle is recognized as gross revenue and when acting as an agent, revenue is recognized as net revenue in the accounting period in which the services are rendered. For all fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period. The accounting treatment for the reporting of revenues may vary materially between whether the revenue is reported on a Principal (Gross) or an Agent (Net) basis.
The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options and for non-employee equity transactions as per ASC 718 rules.
For transactions in which we obtain certain services of employees, directors, and consultants in exchange for an award of equity instruments, we measure the cost of the services based on the grant date fair value of the award. We recognize the cost over the vesting period
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2021.
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.
9
Subsequent Events
On January 19, 2022, the Company issued 7,000,000 restricted shares of Common Stock to Seatrix Software Production Single Member S.A., a company owned and controlled by Mr. Konstantinos Galanakis, pursuant to the Software License Agreement signed on November 15, 2021 for the exclusive and non-transferable license to use the Licensor’s artificial intelligence software in connection with the managing of shipping crews.
On January 19, 2022, the Company issued an aggregate of 900,000 shares of Common Stock to certain directors and former directors for past services provided to the Company.
Plan of Operations
In order to meet business goals, we must (a) execute effectively our current business of crew management; and (b) continue to focus on new business development in order to acquire new agreements.
In order to raise sufficient funds to proceed with the implementation of our business plan, we may have to find alternative sources of funds, like a second public offering, a private placement of securities, or loans from third parties (such as banks or other institutional lenders). Equity financing could result in additional dilution to then existing shareholders. If we are unable to meet our needs for cash from either the money that we raise from private placements, or possible alternative sources, then we may be unable to continue to maintain, develop or expand our operations.
Beginning in September 2020, the Company has shifted all of its efforts to our shipping crew management business, assuming contracts with clients. This procedure continued throughout the year 2021. As a result, we were able to earn $466,568 for the year ended December 31, 2020 while for the year ended December 31, 2021 we increased our revenues to $2,387,020. We believe consistent growth in our shipping crew management operations is key to the success of our Company.
In the second quarter of 2021, we entered into an exclusive Software License Agreement with Seatrix Software Production Single Member S.A. in order to have the rights to use crew software that facilitates our operations. Through this agreement we are entitled to use the crew management platform and our personnel can collaborate with many different cultures in many different time zones with ever rising complexities, presenting a uniform service level to our principals regardless of the point of origin of the crew.
Results of Operations
Revenues
For the years ended December 31, 2021 and December 31, 2020, we generated $2,387,020 and $466,568 in revenues, respectively, representing an increase in revenue of $1,920,456 between the two years, or approximately 412%. The increase in revenues is due to continued onboarding of new crew management clients. We expect continued growth in the first quarter of 2022 and in the year 2022 as we continue to expand our client base. In addition, we acquired Ultra Shipmanagement in the Marshall Islands, which is now our wholly owned subsidiary, to begin ship management, increase revenues and adding another layer to our vertical service line.
Operating Expenses
For the years ended December 31, 2021 and December 31, 2020, we incurred $1,420,841 and $457,875 in operating expenses, respectively, representing an increase in operating expenses between the two periods of $962,929, or approximately 210%. The increase in operating expenses in 2021 is due to the launching of our shipping crew management services in September 2020 and increased the number of our employees, some of which employees are performing functions previously performed by third party professionals (reducing the professional fees). For the year ended December 31, 2021, salaries totaled $720,192, as compared to $59,931 for the year ended December 31, 2020, an increase of $660,261, or approximately 1,100%.
Net Loss and Gross Profit
For the years ended December 31, 2021 and December 31, 2020, we incurred a net loss of $43,164,740 and $449,057, respectively, representing an increase in the net loss of $42,715,683 between the two periods, or approximately 950%. This increase is due to the $43,147,786 loss recognition resulting from the non-cash conversion of the preferred shares outstanding to common shares despite the fact that the gross profit increased to $1,367,249 for the year ended December 31, 2021 from $97,733 for the year ended December 31, 2020, respectively.
10
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 a working capital surplus during the year ended December 31, 2021 of $432,130 compared to the deficit of $(128,071) for the year ended December 31, 2020, which is calculated as current assets minus current liabilities.
Cash flows for the year ended December 31, 2021
Net cash flow used in operating activities was $172,534 for the year ended December 31, 2021, compared to $302,116 used in operating activities during the December 31, 2020. This decrease was directly attributable to the decrease in the net loss, adjusted for non-cash items, year over year.
Net cash flow used in investing activities was $12,877, for the purchase of office equipment, and $0 for the years ended December 31, 2021 and December 31, 2020, respectively.
Net cash provided by financing activities was $150,133 for the year ended December 31, 2021, deriving mainly from the sale of common stock and $621,560 for the year ended December 31, 2020, mainly from the sale of convertible notes and Common Stock.
Cash Requirements
We require additional capital to implement our business development and fund our operations.
Since the crew management business started running, we have funded our operations primarily through equity financings and we expect that we will continue to fund our business through the equity and debt financing, either alone or through strategic alliances. Additional funding may not be available on favorable terms, if at all, which could harm our business plans, financial condition and operating results. We intend to continue to fund our business by way of equity or debt financing along with the revenues that 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.
Off-Balance Sheet Arrangements
We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our stockholders.
Contractual Obligations
As of January 1, 2022, our obligations and commitments to make future payments under a lease agreement that the Company pays on behalf of its subsidiary, Ultra Shipmanagement, is $13,644 for the years of 2022 and 2023, and $10,233 will be due by the year 2024.
Outlook
The outbreak of COVID-19 has adversely affected both our and our clients’ operations. During the pandemic there were cases where crew was likely to be unable to travel to join a vessel or be repatriated following the completion of their contract due to travel restrictions creating several challenges in our operations. Additionally, specialized staff such as inspectors were often restricted from accessing vessels and thus conducting the legally required inspections (safety, environmental, training, etc.), supplies was often difficult to reach the vessels and support from head offices could be of lower quality since a large part of the staff was working remotely. The Company was able to continue to operate with minor interruptions although the vast majority of our staff worked remotely from the beginning of the pandemic. However, in the future similar epidemics, pandemics or outbreaks may impact our business due to closures or restrictions requested or mandated by governmental authorities, disruption to supply chains and workforce, reduction of demand for our services, credit losses when customers and other counterparties fail to satisfy their obligations to us, among other factors.
11
The shipping industry and especially the crew management segments will likely continue to face increasing pressures, further due to the ongoing COVID-19 crisis, as well as due to the conflict in Ukraine. According to the International Chamber of Shipping (the “ICS”), which represents approximately 80% of the worlds’ merchant fleet, Ukrainian and Russian seafarers make up 14.5% of the global shipping workforce, with 198,123 Russian seafarers and 76,442 Ukrainians.
As ICS secretary general Guy Platten said: “The conflict in Ukraine is having a significant impact upon the safety and security of seafarers and shipping in the area. … As with COVID, seafarers are being exposed to issues not of their making. Multiple ships have been hit by munitions, seafarers have been killed and injured and seafarers of all nationalities are trapped on ships berthed in ports. It is of the utmost urgency that their evacuation from these areas of threat should be ensured by those States with the power to do so. The impact upon innocent seafarers and their families cannot be underestimated.”
The management team of Elvictor is assessing alternative plans to mitigate potential challenges arising from the ongoing war in the Ukraine, among other things.
The demand for our services depends on the demand for maritime shipping services which are subject to normal economic cycles affecting the general economy including the effect of increased inflation. Inflationary pressures may result to important increases to our operating costs that we may not be able to fully transfer to our clients thus affecting our profitability. Additionally, increase in operating costs of our clients may lead to delays in payments for our services and accumulation of bad debt, although as a Company we closely monitor their credit behavior to avoid such incidents. Additionally, significant deteriorations of economic conditions over a prolonged period could produce a material adverse effect on the demand for our services.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
As a “smaller reporting company” as defined by Item 10(f)(1) of Regulation S-K, the Company is not required to provide the information required by this Item 7A.
12
Item 8. Financial Statements and Supplementary Data
Financial Statements
of
ELVICTOR GROUP, INC.
(Formerly Thenablers, Inc.)
For the Year Ended December 31, 2021, and 2020
13
ELVICTOR GROUP, INC.
(Formerly Thenablers, Inc.)
TABLE OF CONTENTS – FINANCIAL STATEMENTS
14
Report of Independent Registered Public Accounting Firm
To the shareholders and the board of directors of Elvictor Group, Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Elvictor Group, Inc. (the "Company") as of December 31, 2021 and 2020, 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, 2021 and 2020, and the results of its operations and its cash flows for the years then ended, in conformity with accounting principles generally accepted in the United States.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.
/s/
BF Borgers CPA PC
We have served as the Company's auditor since 2017.
March 31, 2022
15
ELVICTOR GROUP, INC.
Consolidated Balance Sheet
| December 31, 2021 (Audited) | December 31, 2020 (Audited) | |||||||
| ASSETS | ||||||||
| Current Assets | ||||||||
| Cash | $ | |||||||
| Accounts Receivable | ||||||||
| Other Receivables | ||||||||
| Other Receivables - Related Party | ||||||||
| Prepaid expenses and other current assets | ||||||||
| ROU Asset - Related Party | ||||||||
| Total Current Assets | ||||||||
| Long-term Assets | ||||||||
| ROU Asset - Related Party | ||||||||
| Office Equipment, net | ||||||||
| Total Long-term Assets | ||||||||
| Total Assets | $ | |||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | |||||||
| Trade Accounts Payable | ||||||||
| Trade Accounts Payable - Related Party | ||||||||
| Other Payables | ||||||||
| Convertible Notes - net of discount | ||||||||
| Lease Liability - Related Party | ||||||||
| Accrued and Other Liabilities | ||||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Lon-Term Liabilities | ||||||||
| Lease Liability - Related Party | ||||||||
| Total Long-term Liabilities | ||||||||
| Stockholders’ Equity/(Deficit) | ||||||||
| Preferred stock, par value $ | $ | |||||||
| Common stock, par value $ | $ | |||||||
| Additional paid in capital | $ | |||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity/(Deficit) | ( | ) | ||||||
| Total Liabilities and Stockholders’ Equity | $ | |||||||
The accompanying notes are an integral part of these financial statements.
16
ELVICTOR GROUP, INC.
Consolidated Statement of Operations
| For
the Year Ended December 31, 2021 (Audited) | For
the Year Ended December 31, 2020 (Audited) | |||||||
| Gross Revenue | $ | $ | ||||||
| Net Revenue | ||||||||
| Total Revenue | ||||||||
| Less: Cost of Revenue | ||||||||
| Cost of Revenue - Related Party | ||||||||
| Gross Profit | ||||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Professional fees - Related Party | ||||||||
| Salaries | ||||||||
| Rent -Related Party | ||||||||
| Other general and administrative costs | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Other Income (Expense) | ||||||||
| Interest Expense | ( | ) | ||||||
| Other Income | ||||||||
| Gov't Subsidy | ||||||||
| Loss from Conversion of Preferred Stock to Common Stock | ( | ) | ||||||
| Total other expense | ( | ) | ( | ) | ||||
| Net loss before income tax | $ | ( | ) | $ | ( | ) | ||
| Provision for income taxes | ||||||||
Net loss | $ | ( | ) | $ | ( | ) | ||
Net Loss Per Common Stock | ||||||||
| - basic and diluted | $ | ( | ) | $ | ( | ) | ||
| Weighted-average number of shares of common stock outstanding | ||||||||
| - basic and diluted | ||||||||
The accompanying notes are an integral part of these financial statements.
17
ELVICTOR GROUP, INC.
Consolidated Statement of Cash Flows
| For the Year Ended December 31, 2021 | For the Year Ended December 31, 2020 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net loss for the period | $ | ( | ) | $ | ( | ) | ||
| Adjustments to reconcile net income to net cash provided by (used for) operating activities | ||||||||
| Depreciation | ||||||||
| Shares Issued for Services | ||||||||
| Debt Discount - BFC | ||||||||
| Loss on conversion of preferred stock to common stock | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts Receivable | ( | ) | ( | ) | ||||
| Other Receivables | ( | ) | ||||||
| Other Receivables - Related Party | ( | ) | ||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Value added tax (VAT) | ( | ) | ||||||
| Accounts Payable | ||||||||
| Trade Accounts Payable | ||||||||
| Trade Accounts Payable - Related Party | ||||||||
| Other Payables | ||||||||
| Income Tax Payable | ||||||||
| Accrued and Other Liabilities | ( | ) | ||||||
| Net cash used for operating activities | $ | ( | ) | $ | ( | ) | ||
| Cash Flows from Investing Activities | ||||||||
| Office Equipment | ( | ) | ||||||
| Net cash used for investing activities | $ | ( | ) | $ | ||||
| Cash Flows from Financing Activities | ||||||||
| Convertible Notes Payable | ||||||||
| Due to related party | ||||||||
| Sale of common stock | ||||||||
| Net cash provided by financing activities | $ | $ | ||||||
| Net Increase (Decrease) in Cash | ( | ) | ||||||
| Cash at beginning of period | ||||||||
| Cash at end of period | $ | $ | ||||||
| Supplemental Cash Flow Information: | ||||||||
| Cash paid for: | ||||||||
| Income Taxes | $ | |||||||
| Supplemental Non-Cash Investing and Financing Transactions | ||||||||
| Common Stock issued to reduce convertible notes payable | $ | $ | ||||||
| Right-of-use assets obtained in exchange for operating lease obligations | ||||||||
The accompanying notes are an integral part of these financial statements.
18
ELVICTOR GROUP, INC.
Statement of the Changes in Shareholder's Equity
| Year Ended December 31, 2021 | ||||||||||||||||||||||||||||
| Common Stock | Preferred Stock | Additional Paid-in | Accumulated | Total Shareholders’ | ||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Capital | Deficit | Deficit | ||||||||||||||||||||||
| Balance, January 1, 2021 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||
| Shares issued for Convertible Bonds | ||||||||||||||||||||||||||||
| Preferred Shares converted to Common | ( | ) | ( | ) | ||||||||||||||||||||||||
| Net Loss for the Year Ended December 31, 2021 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2021 | 406,548,757 | $ | 40,655 | - | - | $ | 44,802,974 | $ | (44,400,880 | ) | $ | 442,749 | ||||||||||||||||
| Year Ended December 31, 2020 | ||||||||||||||||||||||||||||
| Balance, January 1, 2020 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||||||||||
| Shares issued for cash | ||||||||||||||||||||||||||||
| Shares issued for services | ||||||||||||||||||||||||||||
| Shares issued for Dividend | ( | ) | ||||||||||||||||||||||||||
| Beneficial conversion feature of note discount | ||||||||||||||||||||||||||||
| Net Loss for the Year Ended December 31, 2020 | - | - | ( | ) | ( | ) | ||||||||||||||||||||||
| Balance, December 31, 2020 | $ | $ | $ | $ | ( | ) | $ | ( | ) | |||||||||||||||||||
The accompanying notes are an integral part of these financial statements.
19
ELVICTOR GROUP, INC.
(Formerly Thenablers, Inc.)
Notes to the Consolidated 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. The new management team comes from Elvictor (the Greece-based private entity founded in 1977, which is the predecessor to the company whose business became a part of the business of Thenablers in 2019, the “Elvictor Greece”) that has been active across various value-adding activities of the shipping sector, such as ship management, technical management, crewing & crew management. Its professional core of activities includes crew management, and training of qualified crew personnel. With the gradual transfer of existing business from the private entity (Elvictor Greece) to the public (Elvictor Group, Inc.), the Company aims to broaden its scope of activities, expanding on to new areas, while refining the existing ones. Placing prime importance on digitalization, the Company plans on 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 Elvictor Group, Inc. on a horizontal and vertical manner throughout the shipping industry will be reinforced with technologically adept tools, containing know-how and experience. Working on a technologically oriented path, the Company is ideologically flexible and 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., 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 apply for a corporate action with FINRA to have the name change approved and to change the symbol of the Company to “ELVG”.
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 the 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.
Additionally, the Company has purchased Ultra Ship Management, a Company incorporated in the Marshall Islands that is licensed to provide ship management services, who in turn established a subsidiary in Vari, Greece.
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 U.S. dollars, unless indicated otherwise. The Company believes that the disclosures in these financial statements are adequate and not misleading. In the opinion of management, the financial statements and notes contain all adjustments necessary for a fair presentation of the Company’s financial position as of December 31, 2021, and 2020, and statements of operations and cash flows for the year ended December 31, 2021, and 2020.
The accompanying financial statements reflect the application of certain significant accounting policies as described below and elsewhere in these notes to the financial statements.
20
Principles of Consolidation
The consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc. as of December 31, 2021 and 2020, and the results of the controlled subsidiaries in Vari Greece and the Marshall Islands for the year then ended. Elvictor Group, Inc. and its subsidiaries 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.
Cash and Cash Equivalents
Company considers all cash on hand and in banks, certificates of deposit and other highly liquid investments with maturities of three months or less, when purchased, to be cash and cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts
For the year ended December 31, 2021 and 2020, the Company has operations of crew manning and management 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, individual credit evaluation and specific circumstances of the customer, and existing economic conditions. The Company does not have an allowance for doubtful accounts as of December 31, 2021 and 2020. Normal contracts receivable is 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 included in the provision for doubtful account. There is no interest charged on past due 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
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.
21
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. Professional services and other ancillary services are delivered, generally on a monthly basis and are separate and distinct deliverables. The Company’s performance obligation is generally satisfied on a monthly basis when its agency and related services are delivered.
The Company has the performance obligation to provide a crew for its customers, the shipping companies, and their ship managers. The Company utilizes its proprietary crew management platform to deliver crew management services to the ship owners. This crew management service is a monthly obligation that starts with the first stage of recruitment, to their transfer of crew to the vessel and continues to monitor the crew during the course of the contract until they disembark.
Revenue from crew manning services, agency fees and recruiting fees where Elvictor acts as a principal is recognized as gross revenue. When the company is acting as an agent, revenue is recognized as net revenue in the accounting period in which the services are rendered. Such revenues are from Allotment fees, communication, training fees, covid-19 fees and other sundry fees. For all fixed-price contracts, revenue is recognized based on the actual service provided to the end of the reporting period. The accounting treatment for the reporting of revenues may vary materially between whether the revenue is reported on a Principal (Gross) or an Agent (Net) basis.
Stock-Based Compensation
The measurement and recognition of stock - based compensation expense is based on estimated fair values for all share-based awards made to employees and directors, including stock options and for non-employee equity transactions as per ASC 718 rules.
For transactions in which we obtain certain services of employees, directors, and consultants in exchange for an award of equity instruments, we measure the cost of the services based on the grant date fair value of the award. We recognize the cost over the vesting period.
Basic Income (Loss) Per Share
Basic income (loss) per share is calculated by dividing the Company’s net loss applicable to common shareholders by the weighted average number of common shares during the period. Diluted earnings per share is calculated by dividing the Company’s net income available to common shareholders by the diluted weighted average number of shares outstanding during the year. The diluted weighted average number of shares outstanding is the basic weighted number of shares adjusted for any potentially dilutive debt or equity. There are no such common stock equivalents outstanding as of December 31, 2021 or 2020.
Recent Accounting Pronouncements
From time to time, the Financial Accounting Standards Board (the “FASB”) or other standards setting bodies issue new accounting pronouncements. The FASB issues updates to new accounting pronouncements through the issuance of an Accounting Standards Update (“ASU”). Unless otherwise discussed, the Company believes that the impact of recently issued guidance, whether adopted or to be adopted in the future, is not expected to have a material impact on the Company’s financial statements upon adoption.
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.
22
Subsequent Events
The Company has analyzed the transactions from December 31, 2021, to the date these financial statements were issued for subsequent event disclosure purposes.
NOTE 3 – RECEIVABLES
Trade receivables are amounts due from customers for services performed in the ordinary course of business.
Other receivables are mainly for the payments of items such as Home Allotments and Cash Advances to the crews where the Company collects funds from the shipping companies and then facilitates the payments to the crew on their behalf.
As of December 31, 2021, the Company has trade accounts receivable
of $
NOTE 4 – RELATED PARTY TRANSACTIONS
The Company has related party transactions with companies that are owned or controlled by either Mr. Stavros Galanakis, the Vice President and Chairman of the Board of Directors, and Mr. Konstantinos Galanakis, the CEO and Director.
The Company has entered into an agreement in October 2020 with related
party Elvictor Crew Management Services Ltd in Cyprus to provide human resources 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 $
On
September 11, 2020, the Company entered into a Manning Agency Agreement with Elvictor Crew Management Service Ltd in Georgia. During
the year ended December 31, 2021, the latter provided manning services to the Company of $
On
September 1, 2020, the Company signed an agreement with Qualiship Georgia Ltd for the latter to provide training of the qualified personnel.
For the year ended December 31, 2021, we incurred $
On
April 1, 2021, we entered into a Software License Agreement with Seatrix Software Production Single Member S.A. in order to have the
rights to use crew software that facilitates our operations. We have incurred $
On
September 11, 2020, the Company entered into a Manning Agency Agreement with Elvictor Odessa. During the year ended December 31, 2021,
the latter provided manning services to the Company of $
23
NOTE 5 – LEASES
On July 10, 2020,
On October 1, 2021 the Company entered into a second lease agreement
with the wife of Mr. Stavros Galanakis for its new subsidiary in Vari, Greece, for Ultra Ship Management.
Because
we generally do not have access to the rate implicit in the lease, we utilize our incremental borrowing rate as the discount rate. As
of December 31, 2021, the discount rate was
The Operating Lease Expense is as follows:
| For
the three months ended | For
the year ended | |||||||
| December
31, 2021 | December
31, 2021 | |||||||
| Operating Lease expense | $ | $ | ||||||
The following table summarizes information related to the lease:
| For the three months ended | For the year ended | |||||||
| December
31, 2021 | December
31, 2021 | |||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||
| Cash payments | $ | $ | ||||||
NOTE 6 – CONVERTIBLE NOTES PAYABLE
From October to December 2020, the Company entered into subordinated
convertible notes with various investors, whereby the Company borrowed $
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 of December 31, 2021.
NOTE 7 - 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 $
The
balance in Other Accounts Payables also consist of $
24
NOTE 8 – STOCKHOLDERS’ EQUITY
Issuance of Common Stock
The
Company has
For
the year ended December 31, 2020, the Company issued a total of
On
February 5, 2021, the Company issued
On
April 8, 2021, the Company issued exactly
Additionally,
for the year ended December 31, 2021, the Company issued
Issuance of Preferred Stock
On
October 7, 2019, Elvictor Group, Inc. entered into four separate “Series A Convertible Preferred Stock Purchase Agreements”
for exactly
On
April 8, 2021, the Company issued exactly
Issuance of Dividends
On
December 14, 2020, the Company issued
25
NOTE 9 – COMMITMENTS AND CONTINGENCIES
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. On October 1, 2021 the Company entered into a second lease agreement with the wife of Mr. Stavros Galanakis for its new subsidiary in Vari, Greece, for Ultra Ship Management. The term of the lease is from October 1, 2021 to September 30, 2024 with a fixed monthly rental of €1,000.
NOTE 10 – 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 Company had federal net operating loss carry forwards for tax purposes
of approximately $
The provision for income taxes consists of the following:
| December 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign | ||||||||
| Total current tax provision | $ | $ | ||||||
| Deferred: | ||||||||
| Federal | ||||||||
| State | ||||||||
| Foreign | ||||||||
| Total deferred benefit | ||||||||
| Total provision (benefit) for income tax | $ | $ | ||||||
NOTE 11 – SUBSEQUENT EVENT
On
January 19, 2022, the Company issued
On
January 2022, the Company issued an aggregate of
26
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedure
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, as amended, 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.
Management’s Report on Internal Control over Financial Reporting
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 (as described below).
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, 2021 our internal controls over financial reporting were not effective at the reasonable assurance level:
1. We do not have sufficient written documentation of our internal control policies and procedures. Written documentation of key internal controls over financial reporting is a requirement of the Sarbanes-Oxley Act which is applicable to us for the year ended December 31, 2021. Management evaluated the impact of our failure to have sufficient 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.
We have taken steps to remediate some of the weaknesses described above and we are in discussions with the risk advisory departments of reputable accounting firms to assist us in the COSO framework documentation and testing of the internal controls. We intend to continue to address these weaknesses as resources permit, including the employment of new qualified employees.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the year ended December 31, 2021 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
Item 9B. Other Information
None.
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
Not applicable.
27
PART III
Item 10. Directors, Executive Officers, and Corporate Governance;
The current Directors and Officers of the Company are as follows:
| Name | Age | Position | ||
| Konstantinos Galanakis | 43 | Chief Executive Officer and Director | ||
| Stavros Galanakis | 71 | Chairman of the Board of Directors and Vice President | ||
| Aikaterini (“Katerina”) Bokou | 45 | Chief Financial Officer | ||
| Christodoulos Tzoutzakis | 52 | Chief Operating Officer and Chief Technology Officer | ||
| Lampros Theodorou | 75 | Director |
Stavros Galanakis – Chairman of the Board of Directors and Vice President
Stavros Galanakis founded Elvictor in 1977 as a Greece-based private entity (the predecessor to the company whose business becoming a part of the business of Thenablers in 2019, the “Elvictor Greece”), and has been a ship owner and ship manager for over 20 vessels, primarily bulk carriers and chemical tankers. Mr. Galanakis currently serves as our Chairman and Vice President. He is widely recognized as a pioneer in the field of crewing, having set up the oldest crew services company in Greece, and leading the exploration of new markets when it comes to the supply of labor onboard. During his time with Elvictor Greece and Elvictor Group, Inc., he has offered unparalleled solutions to the crewing needs of some of the most reputable ship owners in Greece and abroad, establishing himself as a highly respectable member in the global shipping value network. For such reasons, he was given the honor of the title of Consul General of the Republic of Maldives from 1995 through 2017. Mr. Galanakis has served as a director of Elvictor since October 2019 and as a Chairman of the Board of Directors since November 2019. In May 2021, the Board approved the appointment of Stavros Galanakis to the position of Vice President of the Company. His main role as Chairman and Vice President of Elvictor is to ensure that all activities of Elvictor are deployed in sustainable, professional, and strictly following ethical norms in relation to client-driven activities, as well as ensuring the well-being and fair treatment of the seafarers. Mr. Galanakis studied at the University of Athens. Mr. Galanakis has a familial relationship with the Chief Executive Officer and Director of Elvictor, Mr. Kostantinos Galanakis.
Konstantinos Galanakis – Chief Executive Officer and Director
Konstantinos Galanakis has been the Chief Executive Officer and Director of Elvictor Group, Inc. since November 2019. Following a thorough training in various U.S. and British Universities and organizations with a dedicated focus and personal interest in Business Administration, Mergers and Acquisitions, Quality, and continuous innovation he joined Elvictor Greece in 2001. He is well known for being an early adopter of digitalization in the shipping industry. His focus is on proactiveness and developing new practices, always focusing on Best Practice compliance bringing disruption to his field. Mr. Galanakis started his training in the business by embarking onboard ships, visiting and living in countries where Elvictor had branch offices, going through every department, gaining knowledge, and blueprinting all operations of each unit separately. He had attended dry docks and special surveys of the ships owned by the family. He was eager to get the expertise of various vertical and horizontal shipping businesses to approach the service from a superior state. This detailed knowledge worked on orchestrating the smooth inter-functional coordination of Elvictor's diverse value chain activities and building the robust cloud system that Elvictor possesses today. He took part in various shipping forums as a guest speaker and specialized speaker in crew management and manning, making him widely recognized as one of the pioneers and multitasking personalities in shipping. He is fully committed to promoting the agenda of quality, ethics, and onboard safety ships while maintaining an active interest in investment banking deals, mergers, and acquisitions, and lastly, gaining a series of unique achievements and recognitions for Elvictor. Mr. Galanakis has redefined the crew management practice and aims to do the same for the ship management practice, being instrumental to the Company's listing, heavily invested in technology and technognosy, injecting the know-how into the cloud ecosystem. He is a holder of Bachelors in Business Administration from Richmond University, the American University in London with a concentration area in Finance and Accounting, and Masters in Shipping from London Metropolitan University with a concentration area in Chartering.
Aikaterini (“Katerina”) Bokou – Chief Financial Officer
Mrs. Bokou was appointed as the Chief Financial Officer of Elvictor Group in May 2021. She is focused on the financial management, reporting and financing of the Company. Prior to joining Elvictor Group, she was the Financial Reporting Manager of the NYSE listed Aegean Marine Petroleum Network Inc. from 2007 to 2019 and has extensive experience with SEC filings and compliance, debt and equity public offerings, and acquisitions. From 2003 to 2007, Mrs. Bokou was working as an auditor for Ernst & Young (EY) and she holds the title of the Post Graduate Program of education provided by the Institute of Certified Public Accountants of Greece, as required by the professional examinations regulation. She holds an MSc in International Banking and Financial Services from the University of Reading, an MSc in applied Accounting and Auditing and a BSc in Economic Science from the University of Athens.
28
Christodoulos Tzoutzakis – Chief Operating Officer and Chief Technology Officer
Christodoulos Tzoutzakis is the Chief Operating Officer (COO) and Chief Technical Officer (CTO) of Elvictor Group. He has 24 years of experience in the maritime sector. From 1996 to 2001, he worked as a Software Developer in Oceanmaris Management, who possessed a fleet of 18 multipurpose vessels. From 2001 to 2013, he worked as a Senior Software Developer and IT Manager for DND Management shipping company, who possessed a fleet of 12 dry cargo vessels. He joined Elvictor Greece in 2002, and in his current role he focuses on digital transformation of the procedures of a company, while refining procedures that aim to lower human error and provide customer satisfaction. His involvement with a variety of projects has given him a wide knowledge base of the maritime industry which makes him very versatile when coming up with solutions on how to deal with the challenges found at the intersection of the maritime sector and the human resources sector. Mr. Tzoutzakis has a Bachelor's degree in Computer Science and a Master's degree in Information Management and Analytics from Coventry University.
Lampros Theodorou – Director
Lampros Theodorou has served as a member of the Board of Directors since July 2020. He has 39 years of experience in the banking sector and has held executive positions in various banks in Athens, Greece. From 1994 to 2013, Mr. Theodorou served as the Deputy General Manager and head of the Shipping Unit of EFG Eurobank S.A. Prior to this, Mr. Theodorou held the position of Vice President and Piraeus Shipping Manager of the Shipping Department of The Chase Manhattan Bank N.A., while before, held various managerial positions in the corporate departments of the bank, in Frankfurt, London and Athens. From 2014, he is involved with Garnet & Associates Inc., whose purpose is consulting shipping companies on an array of matters. From 2015 to 2016 he served in the Board of Directors of Paragon Shipping Inc. (NASDAQ) as a non-executive director as well as a member in the Audit committee. From 2016 to 2020 he served as a non-executive Director in the Board of Directors of Navios Maritime Partners LLP (NASDAQ) and as a member of the Audit, Conflicts and Compensation committees. In 1971, Mr. Theodorou graduated from the University of Piraeus in Greece with a Bachelor in Business Administration, while in 1973 he was granted with a diploma in Management from the Graduate School of Commerce and Business Studies of Athens in Greece. In 1975, Mr. Theodorou was awarded a Master of Science in Business Operations from the University of Arkansas in the United States of America.
Committees
We do not currently have an audit, compensation, or nominating committee.
Legal Proceedings
There are currently no legal proceedings, and during the past 10 years there have been no legal proceedings, that are material to the evaluation of the ability or integrity of any of our directors.
Involvement in Certain Legal Proceedings
To our knowledge, during the last ten years, none of our directors and executive officers has:
| ● | Had a bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time. |
| ● | Been convicted in a criminal proceeding or been subject to a pending criminal proceeding, excluding traffic violations and other minor offenses. |
| ● | Been subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities. |
| ● | Been found by a court of competent jurisdiction (in a civil action), the SEC, or the Commodities Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended or vacated. |
| ● | Been the subject to, or a party to, any sanction or order, not subsequently reverse, suspended or vacated, of any self-regulatory organization, any registered entity, or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. |
29
Code of Ethics
We do not currently have a code of ethics that applies to any member of the Board of Directors or our executive officers.
Section 16(a) Beneficial Ownership Reporting Compliance
Since we do not have any securities registered under Section 12(b) or 12(g) of the Exchange, our executive officers, directors and holders of 10% or more of our shares of issued and outstanding Common Stock are not required to file reports pursuant to Section 16(a) of the Exchange Act.
Item 11. Executive Compensation
Summary Compensation Table for Fiscal Years 2021 and 2020
The following table sets forth all plan and non-plan compensation for the last two completed fiscal years paid to all individuals who served as the Company’s principal executive officer or acted in a similar capacity and the Company’s two other most highly compensated executive officers during the last completed fiscal year whose total compensation was in excess of $100,000, as required by Item 402(m)(2) of Regulation S-K of the Securities Act (“Named Executive Officers”). Based on the foregoing, our Chief Executive Officer was the only Named Executive Officer.
| Non-Equity | ||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards
| Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| Konstantinos Galanakis | ||||||||||||||||||||||||||||
| Chief Executive Officer | 2021 | $ | 96,000 | (3) | $ | - | $ | - | (2) | - | - | $ | 96,000 | |||||||||||||||
| 2020 | $ | - | $ | - | $ | 31,162 | - | - | $ | 31,163 | ||||||||||||||||||
| (1) | Amounts reported in this column do not reflect the amounts actually received by our named executive officer. Instead, these amounts reflect the aggregate grant date fair value of each stock award granted to the named executive officer during the fiscal years ended December 31, 2021 and 2020, as computed in accordance with Financial Accounting Standards Board (“FASB”) ASC 718. The stock-based compensation is measured at the grant date, based on the fair value of the award which is determined by the closing price of the Company’s Common Stock traded on the OTC markets on the grant date. |
| (2) | Excludes common stock of $6,450 earned in 2021 but which was not paid to the reporting person until January 2022. |
| (3) | During the year ended December 31, 2021, the reporting person voluntary agreed not to receive compensation for the first four months of 2021. |
30
Executive Employment Agreements and Arrangements
The Company did not have an employment agreement with Konstantinos Galanakis during the years ended December 31, 2020 or 2021 and no employment agreement exists as of the date hereof.
Outstanding Equity Awards as of December 31, 2021
There are no outstanding equity awards as of December 31, 2021.
Director Compensation
The table below sets forth the compensation paid to our directors other than Konstantinos Galanakis during the fiscal year ended December 31, 2021.
| Fees Earned or |
All Other | |||||||||||||||
| Director | Paid in Cash | Stock Awards | Compensation | Total | ||||||||||||
| Stavros Galanakis | $ | 40,000 | $ | - | $ | - | $ | (1 | ) | |||||||
| Lampros Theodorou | $ | 6,000 | $ | - | $ | - | $ | (2 | ) | |||||||
| Lampros Chachalis | - | - | - | - | ||||||||||||
| Georgios Xiradakis | - | - | - | - | ||||||||||||
| Theodoros Nikolopoulos | - | - | - | - | ||||||||||||
Further to the above Directors Mr. Lampros Chachalis, Mr. Georgios Xiradakis and Mr. Theodoros Nikolopoulos served the Board of Directors from the beginning of July 2020 until the end of April 2021. Each of Messrs. Chachalis, Xiradakis and Niklolopulos resigned from the Board of Directors on April 27, 2021. Each received in January of 2022 common stock with a value of $6,450, for services provided in 2021, as computed in accordance with FASB ASC 718, which represents the fair value as of grant date.
| (1) | Mr. Stavros Galanakis also served as executive officer and fees paid to him also includes compensation paid as an executive officer. |
| (2) | Mr. Theodorou received in the first quarter of 2022 cash of $10,000 and common stock with a value of $6,450, for services provided in 2021, as computed in accordance with FASB ASC 718. |
31
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of March 31, 2022, information regarding beneficial ownership of our Common Stock for:
| ● | each person, or group of affiliated persons, known by us to beneficially own more than 5% of our Common Stock; | |
| ● | each of our executive officers; | |
| ● | each of our directors; and | |
| ● | all of our current executive officers and directors as a group |
Beneficial ownership is determined according to the rules of the SEC and generally means that a person has beneficial ownership of a security if he, she or it possesses sole or shared voting or investment power of that security, including securities that are currently exercisable or exercisable within sixty (60) days of March 31, 2022. Except as indicated by the footnotes below, we believe, based on the information furnished to us, that the persons named in the table below have sole voting and investment power with respect to all shares of Common Stock shown that they beneficially own, subject to community property laws where applicable.
Common Stock subject to securities currently exercisable or exercisable within sixty (60) days of March 31, 2022 are deemed to be outstanding for computing the percentage ownership of the person holding such securities and the percentage ownership of any group of which the holder is a member but are not deemed outstanding for computing the percentage of any other person.
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o Elvictor Group, Inc. Vassileos Constantinou 79, Vari, 16672, Attiki, Greece.
| Number of Shares of Common Stock Beneficially Owned (1) | % of Total Voting | |||||||||||
| Shares | % | Power | ||||||||||
| 5% or Greater Stockholders: | ||||||||||||
| Executive Officers and Directors: | ||||||||||||
| Konstantinos Galanakis | 225,525,760 | 54.42 | % | 54.42 | % | |||||||
| Stavros Galanakis | 156,421,400 | 37.74 | % | 34.74 | % | |||||||
| Christodoulos Tzoutzakis | 109,091 | * | * | |||||||||
| Lampros Theodorou | 150,000 | * | * | |||||||||
| Aikaterini Bokou | - | - | - | |||||||||
| All executive officers and directors as a group (five individuals) | 382,206,251 | 92.22 | % | 92.22 | % | |||||||
| * | Less than 1% |
32
Item 13. Certain Relationships and Related Transactions and Director Independence
The following is a description of transactions since January 1, 2021 to which we were a party in which (i) the amount involved exceeded or will exceed the lesser of (A) $120,000 or (B) one percent of our average total assets at year-end for the last two completed fiscal years and (ii) any of our directors, executive officers or holders of more than 5% of our capital stock, or any member of the immediate family of, or person sharing the household with, any of the foregoing persons, who had or will have a direct or indirect material interest, other than equity and other compensation, termination, change in control and other similar arrangements, which are described under “Executive Compensation.”
Manning Agency Agreement with Elvictor Crew Management Service Ltd
On September 11, 2020, the Company entered into a Manning Agency Agreement with Elvictor Crew Management Service Ltd (the “Agent”) whereby we appointed the Agent as manning agent for the territory of Georgia. The Company is affiliated through ownership and control with Elvictor Crew Management Service Ltd of Mr. Stavros Galanakis and his relatives.
We have agreed to pay the Agent a per-seaman agency fee and a per-seaman recruitment fee for new seaman hires. We also agreed to cover administrative expenses with documented evidence or vouchers. The Manning Agency Agreement has a term until September 10, 2022 at which point it will automatically be renewed for a successive period of one year unless either party provides written notice to terminate.
Subcontracting Agreement with Elvictor Crew Management Limited (Cyprus)
On October 1st, 2020, the Company entered into a human resources agreement with Elvictor Crew Management Limited (the “Subcontractor”), company owned and controlled by relatives of Mr. Stavros Galanakis under which the latter performs the running and management of the Company’s contracts and (or) provides certain key personnel of the Subcontractor to be at the disposal of the Company.
For the services provided the parties mutually agreed that the Subcontractor is entitled to fees that will be determined on ad hoc basis. The agreement has an indefinite term, provided that it may be cancelled by either party at any time with written notice provided sixty days prior to cancellation. However the Company intends to terminate this agreement within the second quarter of 2022.
Training Services Agreement with Qualship Georgia Ltd
On September 1, 2020, the Company signed an agreement with Qualship Georgia Ltd, a company partially owned by Konstantinos Galanakis and his relatives. Under the agreement the contractor is responsible for successful training of the qualified personnel. The agreement remains in full force and effect for twelve months, with an automatic renewal thereafter, unless terminated before by the mutual agreement of both parties.
Software License Agreement with Seatrix Software Production Single Member S.A.
On April 1, 2021, we entered into a Software License Agreement with the Licensor in order to have the rights to use crew software that facilitates our operations. On November 15, 2021 we proceeded with the signing of another agreement that which became effective on January 1, 2022. Pursuant to the terms of the License Agreement, the Licensor granted to the Company the exclusive and non-transferable license to use the Licensor’s artificial intelligence software in connection with the managing of shipping crews. In consideration for this license, the Company agreed to issue to the Licensor 7,000,000 License shares of the Company’s common stock, par value $0.0001 per share. The License Shares were issued to the Licensor on January 19, 2022.
33
Manning Agency Agreement with Elvictor Shipping and Trading Odessa Ltd
On September 11, 2020, the Company entered into a Manning Agency Agreement with Elvictor Shipping and Trading Odessa Ltd (or the Elvictor Odessa), a company fully owned and controlled by Mr. Stavros Galanakis. Elvictor Odessa provides manning services to the Company for the territory of Ukraine. These operations have been reduced currently due to the war in the country of Ukraine and have been substituted by and agreement with Elvictor Crew Management Service Ltd.
Familial Relationships
Konstantinos Galanakis, our Chief Executive Officer, is the son of Stavros Galanakis, the Chairman of the Board of Directors.
Item 14. Principal Accounting Fees and Services.
The aggregate fees incurred for each of the last two years for professional services rendered by BF Borgers 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.
Audit-Related Fees
The total fees charged by BF Borgers CPA, PC in 2021 and 2020 aggregated $96,800 and $16,000, respectively, which includes fees for the 2021 and 2020 audited financial statements and review of the quarterly financial statements for the periods ended March 31, June 30, September 30, and December 31, 2021 and 2020.
All Other Fees
There were no other fees billed for products or services provided by our principal accountant for the fiscal years ended December 31, 2021 and 2020.
34
PART IV
Item 15. Exhibits, Financial Statement Schedules
Financial Statements
Our financial statements and the notes thereto, together with the report of our independent registered public accounting firm on those financial statements, are hereby filed as part of this report beginning on page 14.
Exhibits
| * | Filed herewith |
| ** | Furnished herewith |
Item 16. Form 10-K Summary
None.
35
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
| Elvictor Group, Inc. | ||
| Date: March 31, 2022 | By: | /s/ Konstantinos Galanakis |
| Name: | Konstantinos Galanakis | |
| Title: |
Chief Executive Officer (Principal Executive Officer) | |
Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities and on the dates indicated.
| Name | Position | Date | ||
| /s/ Konstantinos Galanakis | Chief Executive Officer and Director | March 31, 2022 | ||
| Konstantinos Galanakis | (Principal Executive Officer) | |||
| /s/ Aikaterini Bokou | Chief Financial Officer | March 31, 2022 | ||
| Aikaterini Bokou | (Principal Financial and Accounting Officer) | |||
| /s/ Stavros Galanakis | Vice President and Chairman | March 31, 2022 | ||
| Stavros Galanakis | ||||
| /s/ Lampros Theodorou | Director | March 31, 2022 | ||
| Lampros Theodorou |
36
Exhibit 10.1
SETTLEMENT AGREEMENT AND RELEASE
This Settlement Agreement and Release (the “Agreement”) is made and entered into as of June ____, 2020 between Konstantinos Galanakis (“K.G.”), Stavros Galanakis (“S.G.”), and Elvictor Group, Inc. (the “Company”) (K.G., S.G., and Company are each a “Party,” and are referred to herein collectively as the “Parties.”)
RECITALS
| A. | On October 7, 2019, Thenablers, Inc. (the “Company”) entered into four separate “Series A Convertible Preferred Stock Purchase Agreement[s]” (the “Agreements”), copies of which are attached hereto as composite Exhibit A, for exactly 80,000,000 shares of a newly designated Series A Preferred Stock, having a designation filed with the state of Nevada as evidenced in the attached Exhibit B. 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 are 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. |
| B. | On or around June 15, 2020, the the holders of the Series A Preferred Stock gifted shares such that K.G. become the holder of 46,704,000 shares of Series A Preferred Stock and S.G. became the holder of 33,291,000 shares of Series A Preferred Stock. |
| C. | Per the terms of the Agreements, K.G. and S.G. were to bring in business to the Company related shipping crew management services with revenues no less than $3,000,000. |
| D. | Upon evaluating the opportunities to expand the operations and business of the Company, the Board of Directors sought to engage Ernst & Young to provide a valuation of the Company bringing not just ship crew management services, but all shipping operations and business controlled by or driven by K.G. and S.G. As a result, Ernst & Young provided a valuation in excess of $150,000,000 for the business and operations (the “EY Report”). |
| E. | Based upon the EY Report, K.G. and S.G. approached the Company and its founders to renegotiate the terms of control of the Company such that K.G. and S.G. would collectively own 93% of the total issued and outstanding shares of common stock of the Company. |
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the covenants, promises and releases set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and in full settlement of all claims that have or could have been asserted by and/or against the Parties, the Parties hereby agree, on behalf of themselves and any and all of their predecessors, successors, assigns, insurers, and any other parties or persons claiming by, through, or under any of the Parties hereto, as follows:
| 1. | Recitals. The foregoing recital paragraphs are incorporated into and form a part of this Agreement. |
| 2. | Settlement of Series A Preferred Shares. |
| (a) | Upon the occurrence of those conditions described under paragraph 2(b) below, K.G. and S.G. shall each surrender 100% of the shares of Series A Preferred stock in exchange for a number of shares of common stock of the Company such that the ratio between K.G. and S.G., collectively, and the Founders shall be exactly 95% at the time of Closing on a pro rata basis (the “Settlement Shares”). Founders shall be herein be defined as the aggregate, pro rata holdings of restricted common stock held by Panagiotis Tolis, Panagiotis Lazaretos, Sotirios Foutsis, Eleftherios Kontos, and Theofylaktos Petros Oikonomou (the “Founders”) as of the date of execution of this Agreement, as described in Exhibit A, attached herein. Any sale or transfer of Founder’s shares prior to Closing shall be tacked to the Founders and attributed to the Founder’s 5%. |
| (b) | The issuance of the Settlement Shares shall be conditioned upon the occurrence of the following: |
| i. | K.G. and S.G. shall deliver to the Company an agreement providing that they shall at no time compete with or otherwise withhold any opportunities related to the shipping industry, whether directly or indirectly related to ship management and crew management (the “Non-Compete Agreement”) to mutually agreed terms between the K.G. and S.G. and the Company; and |
| ii. | The earliest of the following events (a “Triggering Event”): |
| 1. | The transfer or engagement of new business representing new businesss of no less than $3,000,000.00 annual revenues on a pro forma basis; |
| 2. | Securing financing for the Company no less than $10,000,000; or |
| 3. | The passage of 9 months from the date of this Agreement. |
| 3. | Closing. |
| (a) | Closing shall occur upon the date of the earliest Triggering Event, so long as the NonCompete Agreement has been fully executed and delivered to the Company. |
| (b) | At Closing, the K.G. and S.A. shall deliver such documents as shall be required to return the Series A Preferred Stock to treasury of the Company. |
| (c) | At Closing, the Company shall provide evidence of the issuance of the shares with the transfer agent of the Company in such form as to the satisfaction of K.G. and S.G. |
4. K.G.’s and S.G.’s Releases. Except for the obligations imposed by and arising from this Agreement and effective upon payment and delivery of those obligations due herein, K.G. and S.G. and all of its successors, predecessors, affiliated entities, parents, subsidiaries, related parties, and all parties acting in concert with K.G. and S.G. (collectively, the “Shareholder Releasors”), shall release and discharge Company and their respective directors, officers, agents, affiliates, parents, subsidiaries, successors, and professionals (the “Company Released Parties”) of and from any and all liability for claims, demands, controversies, liabilities, damages, debts, obligations, costs, expenses, attorneys’ fees, and causes of action of any kind and nature, in law or in equity, whether known or unknown, or any acts, matters or omissions, claims, rights, causes of action, actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, obligations, costs, expenses, attorneys’ fees, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions and demands whatsoever, in law, admiralty or equity, whether known or unknown, which they ever had, now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement. Upon payment of the Settlement Payment, the Sharholder Releasors agree to be permanently and finally enjoined from commencing or prosecuting any actions or other proceedings, asserting any and all such claims either directly, indirectly, representatively, derivatively, or in any other capacities against the Company Released Parties hereunder.
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5. Company’s Releases. Except for the obligations imposed by and arising from this Agreement and effective upon payment and delivery of those obligations due herein, Company and all of its current and former successors, predecessors, affiliated entities, parents, subsidiaries, successors, related parties, and all parties acting in concert with Company (collectively, the “Company Releasors”), shall release and discharge K.G. and S.G. of and from any and all liability for claims, demands, controversies, liabilities, damages, debts, obligations, costs, expenses, attorneys’ fees, and causes of action of any kind and nature, in law or in equity, whether known or unknown, or any acts, matters or omissions, claims, rights, causes of action, actions, suits, debts, dues, sums of money, accounts, reckonings, bonds, bills, obligations, costs, expenses, attorneys’ fees, specialties, covenants, contracts, controversies, agreements, promises, variances, trespasses, damages, judgments, executions and demands whatsoever, in law, admiralty or equity, whether known or unknown, which they ever had, now have or hereafter can, shall or may have for, upon, or by reason of any matter, cause or thing whatsoever from the beginning of the world to the date of this Agreement. Upon payment of the Settlement Payments, the Company Releasors agree to be permanently and finally enjoined from commencing or prosecuting any actions or other proceedings, asserting any and all such claims either directly, indirectly, representatively, derivatively, or in any other capacities against the K.G. and S.G.
6. Warranties and Representations. Other than as set forth in this Agreement, no Party has received nor relied upon any oral or written representation, statement or communication of any other party or party representative regarding any past or present fact, circumstance, condition, state of affairs, legal effect, or promise of future action. Each Party has been represented by counsel of its choice in negotiating, preparing and executing this Agreement and its terms.
7. Notice. Any notice in connection with this Agreement shall be given, by email and by certified mail, to each of the following individuals:
For K.G.:
| ____________________ |
| ____________________ |
| ____________________ |
For S.G.:
| ____________________ |
| ____________________ |
| ____________________ |
For Company:
| ____________________ |
| ____________________ |
| ____________________ |
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8. No Admission of Liability. This Agreement is entered into as a good faith compromise among the Parties for the complete and final settlement of any and all claims, disputes and causes of action among them. By this settlement, no Party admits liability to any other Party in any respect (other than the obligations set forth in this Agreement), or makes any admission as to factual or legal contentions relating to the matters settled herein.
9. No Assignment or Transfer. The Parties warrant and represent to each other that none of them has heretofore assigned or transferred to any person not a party to this Agreement any claims that are subject to the Releases referenced herein or any portion thereof and each shall defend, indemnify, and hold harmless the other from and against any claim (including the payment of attorneys’ fees and costs actually incurred whether or not litigation is commenced) based on or in connection with or arising out of any such assignment or transfer made, purported, or claimed.
10. Settlement of Dispute Between Original Parties. The Parties understand and agree that to the extent that this Agreement intends to settle disputes between the original parties to the underlying Agreements, no Party not previously a Party to the original agreement underlying shall be liable or otherwise added to any claim or dispute derived from this Agreement. Each Party has entered into this Agreement in settlement of their respective rights and obligations alone.
11. Jointly Drafted. This Agreement shall be treated as jointly drafted, and will not be construed against any Party as drafter. This Agreement provides no rights to any third party except to the extent expressly set forth herein.
12. Entire Agreement. This Agreement constitutes the entire agreement among the Parties on the subjects addressed herein. No supplement, modification, amendment, waiver or termination of this Agreement shall be binding unless executed in writing by the Parties to be bound thereby. No contrary or supplementary oral agreement shall be admissible in a court to contradict, alter, supplement, or otherwise change the meaning of this Agreement. The Parties acknowledge and expressly agree that the provisions of this Agreement are fair, adequate and reasonable, are fully satisfactory to each of them, and are not unconscionable to their respective best interests as they perceive those interests.
13. Severability. If any court determines that any provision of this agreement is invalid or unenforceable, any invalidity or unenforceability will affect only that provision and will not make any other provision of this agreement invalid or unenforceable and such provision shall be modified, amended or limited only to the extent necessary to render it valid and enforceable.
14. Execution in Counterparts. This Agreement may be executed in any number of counterparts each of which, when executed and delivered, shall be deemed an original and all of which together shall constitute but one and the same agreement. The signatories executing this Agreement represent and warrant that they are authorized to execute this Agreement on behalf of the Parties and entities for whom they sign and in the capacities set forth below. Signatures obtained by facsimile, email in PDF or similar format, or other electronic means shall be deemed to be original signatures.
15. Governing Law; Venue; Service. This Agreement is to be governed by the laws of the State of Nevada without regard to principles of conflicts of law. Venue shall be exclusively in the courts located in Clark County Nevada. In addition to any other method of service allowed under applicable law, the Parties consent to service of any papers in connection with this Agreement through the method provided in Paragraph 7 of this Agreement.
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THIS SPACE LEFT INTENTIONALLY BLANK SIGNATURE PAGE TO FOLLOW
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the date first affixed above.
KONSTANTINOS GALANAKIS
_______________________
Konstantinos Galanakis, Individually
STAVROS GALANAKIS
Konstantinos Galanakis, Individually
THE COMPANY
Panagiotis Tolis, Chief Investor Relations Officer
Elvictor Group, Inc.
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Exhibit 10.2
HUMAN RESOURCING AGREEMENT
This SUBCONTRACTING AGREEMENT, being made this 1st day of October 2020 by and between Elvictor Group, Inc., a Nevada corporation (hereinafter the “Company”) and Elvictor Crew Management Limited (hereinafter the “Contractor”). The Agreement will become effective on the date of this Agreement as detailed above.
WHEREAS, the Company is performing various commercial contracts [“the contracts”], relating to crew management for motor vessels.
WHEREAS, the Contractor has expertise and specific knowledge in the performance of the said contracts and the industry pertaining these contracts. Consequently, the Company for efficiency purposes wishes to retain the services of the Contractor for the latter to provide Consultancy Services as well as to perform the running and management of the Company’s contracts with third-parties and /or provide and allow certain key personnel of the Contractor to be at the disposal of the Company [“the services’].
WHEREAS, the Contractor is willing to undertake to provide such services as is hereinafter fully set forth:
WITNESSETH
NOW THEREFORE, the parties agree as follows:
| 1. | Term: This Subcontracting Agreement shall have an indefinite term, provided that this Agreement may be cancelled by either party at any time with written notice provided sixty (60) days prior to cancellation. | |
| 2. | Nature of Services: The Company hereby engages the Contractor | |
| a) | to render services in relation to the provision of key personnel i.e. human resource services as well as know how and consultancy on aspects of crew management and more specifically those services described in the said contracts. | |
| b) | Responsibilities of the Company: | |
| a. | The Company shall provide the Contractor with all information about the Company as reasonably requested by the Contractor in a timely manner. In addition, executive officers and directors of the Company shall make themselves available for personal consultations either with the Contractor and/or third-party designees, subject to reasonable prior notice, pursuant to the request of the Contractor. | |
| b. | The Company shall provide to the Contractor access to any clients for which the Contractor will be asked to assist and provide the services. | |
| c. | The Company shall be responsible for invoicing clients for the work performed by the Contractor and collecting and distributing any fees owed to the Contractor for work performed the relevant following by the Contractor. |
| c) | Responsibilities of the Contractor: |
| a. | The Contractor shall fulfill all ship crew management and crew manning services and any services described in the contracts on behalf of the Company pursuant to the Company’s contracts with third parties, including but not limited to, supplying Crew for individual ships or vessels, ensuring that such crew has passed required medical examinations, and ensuring that applicable laws are met regarding the crew members. | |
| b. | The Contractor shall report to the Company on a regular basis to be determined by the Company. |
| d) | Fees: For the Services described herein which will be provided to the Company from time to time over the course of our engagement, the parties mutually agree that the Contractor will be entitled to fees that will be determined on an ad hoc basis. | |
| e) | Expenses: The Company shall also reimburse the Contractor for actual out-of-pocket expenses and disbursements including, but not limited to, facsimile, postage, printing, photocopying, and entertainment, incurred by the Contractor without the prior consent of the Company and in connection with the performance by the Contractor of its duties hereunder, the Company shall also reimburse the Contractor for the costs of all travel and related expenses incurred by the Contractor in connection with the performance of its services hereunder, provided that all such costs and expenses have been authorized, in advance, by the Company, and the Contractor shall not charge more than $1000.00 per case, for expenses without the prior written approval of the Company. |
| f) | Other Services and Charges: other charges can be invoiced by the Contractor subject to the conclusion of a written separate agreement. | |
| g) | Indemnification: The Parties agree to indemnify and hold harmless each other and their affiliates, and their respective officers, director, employees, agents and controlling persons (The Parties and each such other persons and entities being an “Indemnified Party” for the purposes of this section) from and against any and all losses, claims, damages, and liabilities to which such Indemnified Party may become subject under any applicable federal or state law, or otherwise related to or arising out of any transaction contemplated by this Agreement and the performance by the Contractor of the services contemplated by this Agreement, and all reasonable expenses (including reasonable counsel fees and expenses) as they are incurred in connection the investigation of, preparation for or defense of any pending or threatened claim or any action or proceeding arising therefrom, whether or not such Indemnified Party is a party thereto; provided that the other party shall not be liable for any of the foregoing to the extent they arise from the gross negligence or willful misconduct of the Indemnified Party. The Indemnified Party shall promptly notify the Party from which it is seeking indemnification, in writing, of any such loss, claim, damage or liability as it is incurred and provide such Party with the opportunity to defend against or settle such matter with counsel of its choice. Any Party against whom indemnification may be sought shall not be liable to indemnify or provide contribution for any settlement effected without the indemnifying party’s prior written consent. In the event that the foregoing indemnity is unavailable or insufficient to hold any Indemnified Party harmless, then the other party shall contribute to the amounts paid or payable by such Indemnified Party in respect of such losses, claims in such proportion as is appropriate to reflect not only the relative benefits received by the Parties, but also the relevant fault of each Party, as well as any other relevant equitable considerations. |
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| h) | Entire Agreement: This Agreement contains the entire Agreement between the Parties with respect to the contents hereof supersedes all prior agreements and understandings between the parties with the respect to such matters, whether written or oral. Neither this Agreement, nor any term or provisions hereof may be changed, waived, discharged, or amended in any manner other than by any instrument in writing, signed by the party against which the enforcement of the change, waiver, discharge, or amendment is sought. |
| i) | Counterparts: This Agreement may be executed in two or more counterparts, each of which shall be an original but all of which shall constitute one Agreement. |
| j) | Survival: Any termination of this Agreement shall not, however, affect the on-going provisions of this Agreement which shall survive such termination in accordance with their terms. |
| k) | Disclosure: Any financial advice rendered by the Contractor pursuant to this Agreement may not be disclosed publicly in any manner without the prior written approval of the Contractor, unless required by law or statute or any court, governmental or regulatory agency. All non-public information given to the Contractor by the Company will be treated by the Contractor as confidential information and the Contractor agrees not to make use of such information other than in connection with its performance of this Agreement, provided however that any such information may be disclosed if required by any court or governmental or regulatory authority, board, or agency. “Non-public information” shall not include any information which (i) is or becomes generally available to the public other than as a result of a disclosure by the Contractor; (ii) was available to the Contractor prior to its disclosure to the Contractor by the Company, provided that such information is not known by the Contractor to be subject to another confidentiality agreement with another party; or (iii) becomes available to the Contractor on a non-confidentiality basis from a source other than the Company, provided that such source is not bound by a confidentiality agreement with the Company. |
| 1) | Notice: Any or all notices, designations, consents, offers, acceptance, or other communication provided for herein shall be given in writing and delivered in person or by registered or certified mail, return receipt requested, directed to the address shown described in the preamble of this Agreement, unless notice of a change of address is furnished. |
| m) | Severability: Whenever possible, each provision of Agreement will be interpreted in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held to be invalid, illegal, or unenforceable provision had never been contained herein. |
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| n) | Miscellaneous: |
| a. | Except as provided in Section 8, neither the Contractor nor its affiliates, or their respective officers, directors, employees, agents, or controlling persons shall be liable, responsible, or accountable in damages or otherwise to the Company or its affiliates, or their respective officers, directors, employees, agents, or controlling persons for any act or omission performed or omitted by the Contractor with the respect to the services provided by its pursuant or otherwise relating to or arising out of this Agreement. |
| b. | All final decision making in respect with the performance of the services by the Contractor to or on behalf of the Company shall rest exclusively with the Company, and Contractor shall not have any right or authority to bind the Company to any obligation or commitment. |
| c. | The parties hereby agree to submit any controversy or claim arising out of or relating to this Agreement to final binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules, and further agree that immediately after the filing of a claim as provided herein they shall in good faith attempt mediation in accordance with the AAA Commercial Mediation Rules; provided, however, that the proposed mediation shall not interfere with or in any way impede the progress of arbitration. The parties also agree that (i) the AAA Optional Rules for Emergency Measures of Protection shall apply to any proceedings initiated hereunder; (ii) the arbitrator shall be authorized and empowered to grant any remedy or relief, which the arbitrator deems just and equitable in nature, including, but not limited to, specific performance, injunction, declaratory judgment and other forms of provisional relief in addition to a monetary award; (iii) the arbitrator may make any other decisions including interim, interlocutory or partial findings, orders and awards to the full extent provided in Rule 45 of the Commercial Arbitration Rules; and (iv) the arbitrator shall be empowered and authorized to award attorneys’ fees to the prevailing party in accordance with Rule45 (d). |
| d. | This Agreement and the legal relations among the parties hereto shall be governed by and construed in accordance with the laws of the State of Nevada without regard to the conflicts of laws principals thereof or the actual domiciles of the parties. Any arbitration or mediation inherited by the parties as provided herein shall be filed and maintained exclusively with the American Arbitration Association’s offices located in the state of Florida, and the parties further agree that the provisions of paragraph 9, above, may be enforced by any court of competent jurisdiction, and the party seeking enforcement shall be entitled to and award of all costs, fees and expenses, including attorneys’ fees, to be paid by the party against whom enforcement is ordered. |
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Agreeed and accepted on Ocrober 1st 2020 by and between:
| The Company: | The Contractor: |
| ELVICTOR GROUP, INC. | ELVICTOR CREW MANAGEMENT LIMITED | |||
| By: | /s/ Konstantinos | By: | /s/ Christos leonidou | |
| Name: | Konstant Inc |
Name: | Christos Leonidon | |
| Title: | CEO | Title: | Director | |
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Exhibit 10.3
REPRESENTATION AGENCY AGREEMENT
THIS REPRESENTATION AGENCY AGREEMENT is hereby made and entered this 11th day of September 2020, between ELVICTOR GROUP INC
a corporation duly registered, organised and existing under the laws of the U.S.A., established in Nevada, operating in New York, having its principal place of business at
30 Wall Street (8th Floor)
New York City NY 10005U.S.A.
(hereinafter referred to as “Principal”) as lawfully represented.
A N D
ELVICTOR CREW MANAGEMENT SERVICE LTD., a corporation duly registered, organized, operating and existing under the laws of Georgia, having its principal place of business at 32 Gogebadhvili Str., 6000 Batumi, Georgia, referred to as “Agent”.
WHEREAS the Principal emphasizes its activities inter-alia in providing crew services to owners of merchant vessels worldwide, as well as related Ship Managing Services, (Brokering, Agency, Shipchandling, Repairs etc).
WHEREAS the Principal wishes to appoint the Agent as such with specific abilities and within a certain territory towards the promotion of the Principal’s business, activities and interest in the field of Crew and Ship Management.
NOW THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows :
| 1. | Territory |
The Principal hereby appoints the Agent as its Agent/Representative and the Agent accepts such appointment for the territory of Georgia (hereinafter called “the Territory).
| 2. | Good Faith and Fair Dealing |
| 2.1 | In carrying out their obligations under this agreement the parties will act in accordance with the principles of Good Faith and Fair Dealing as same are defined by either any applicable law or the international law. |
| 2.2 | The provisions of this agreement, as well as any statements made by the parties therewith shall be accordingly interpreted in good faith and without prejudice. |
| 3. | Agent’s functions and obligations. |
| 3.1 | The Agent will use his best efforts to promote the business, activities and interests of the Principal in the Territory. |
| 3.2.1 | For Crew Manning, the Agent shall use its best efforts to screen and evaluate any and all crew members so as to ensure that those who are employed, are fully qualified, competent, experienced and licensed for their rank and the service required, in accordance with the Company’s Policy Plan hereby attached (Schedule 1) and as per STCW’2010 directives and/or any particular requirement from Owners/Vessel. |
| 3.2.2 | The Agent prior to engagement, shall arrange and ensure that each seaman has passed a medical examination including Drug and Alcohol Testing, with a qualified doctor, certifying that he is fit for the duties for which the seaman is engaged, that he is free of existing or pre existing chronic disease and that he is in possession of a valid medical certificate at the time of embarkation. The Agent in particular, shall ensure that each seaman will have to undergo the following strict medical examinations and obtain a medical certificate : |
Obligatory
| 1. | Complete Physical Examination |
| 2. | Blood Count and Blood Type |
| 3. | Urine Analysis |
| 4. | Dental and Optical Check Up |
| 5. | Chest X-Ray (for detection of Tuberculosis) |
| 6. | Routine Stool Examination (for detection of Gastro disease) |
| 7. | Ishihara Test (Deck Officers and Crew) |
| 8. | Psychological Appraisal |
| 9. | Drug and Alcohol Test. |
Optional
To be determined on a case to case basis (ship by ship) and subject that Agent will receive specific/written advice to proceed.
| 3.2.3 | The Agent shall provide complete preparation for the employment and travelling requirements from the country of origin of all crew being employed to the place of employment or to the place of their embarkation and shall ensure and facilitate their lawful and timely departure for travelling to the place of employment and/or embarkation. |
| 3.2.4 | The Agent shall fill in the “Check List” form of candidates’ and “Past Record” (as per Schedule 2) provided upon proposing any crew for employment. On each crew’s joining and not later than approximately five (5) days prior to the departure date, the Agent shall forward to the Principal by courier or similar means of transportation, the originals of the “Check List” and “Past Record” forms properly and fully completed and documented, along with each seaman’s Contract of Employment, including copies of full Certificates/Licenses duly certified and as per vessel’s flag requirements and travel documents. |
| 3.2.5 | The Agent shall ensure that in accordance with the Principal requirements, the applicable requirements of the law of the vessel’s flag state are satisfied in respect of : |
| 3.2.5.1 | The rank qualification and certification of the crew. |
| 3.2.5.2 | Employment regulations |
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| 3.2.5.3 | All necessary formalities for the issuance of crew documentation, in accordance with the vessel’s flag requirements, and MLC 2006 Regulations. |
| 3.2.5.4 | Port Authorities’ regulations |
| 3.2.5.5 | Flag state controls |
| 3.2.5.6 | Classification surveys or any other major inspections |
| 3.2.6 | The Agent will have to use the following pattern/list when sending candidate crew to the Principal: |
| 1. | Rank |
| 2. | Surname |
| 3. | Name |
| 4. | Father |
| 5. | Date of Birth / Place of Birth |
| 6. | Seaman’s Book Number / Place of Issue |
Date of Issue / Date of Expiry
| 7. | Passport Number / Place of Issue |
Date of Issue / Date of Expiry
| 8. | Certificate of Competency: Kind Number |
| 9. | Endorsement of Certificate: Expiry Date: |
| 10. | Flag License: Kind: Date of Issue: Date of Expiry: |
| 11. | English Level: |
| 12. | U.S.A. Visa Valid upto: |
| 13. | Miscellaneous Documents: |
| 14. | Sea Service: (as per “Past Records” form lay out) |
| 15. | References: (as per “Past Records” form lay out) |
| 3.2.7 | The Agent in case of any crew disembarkation due to unfit or disciplinary reasons or in case of the termination of the seaman’s contract, due to illness or injury or death, shall advise the Principal as regards the assignment or termination of the seaman’s contracts of employment, range of payments and conditions of employment. The Agent if necessary, shall assist the Master to respond to any differences and difficulties or disputes which may arise with the crew. In case of urgency and subject to Master’s request, the Agent shall co-ordinate and co-operate directly with the Master regarding any crew matters. |
| 3.2.7 | Upon request of the Principal, the Agent is obliged to send one of his representatives (Port Captain or Super-Intendent Engineer) to attend to any crew matters on board any vessel ldwide. Expenses incurred will be borne by the Principal. |
| 3.2.8 | The Agent shall exercise his utmost diligence to evaluate continuously and provide the Principal with current advice of any alterations in the local working conditions and the availability of officers and unlicensed crew members in the Territory, in order to be able to advise the Principal on all matters pertaining to the recruitment of personnel to carry out efficiently and effectively his duties. |
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| 3.2.9 | The Agent for and on behalf of the Shipowner, shall sign as Agent only, the Seafarer’s individual Employment Contract, but the Agent will not be responsible for the Seafarer’s wages payment, which is decided and paid directly onboard from the Shipowner. |
| 3.2.10 | In case of any crew repatriation due to unfit or disciplinary reasons, wages due to seaman upto the date of repatriation may serve to cover such costs. However, in cases that this cannot be done, the Agent to bear the costs of seaman’s repatriation and his substitute’s ticket. |
| 3.2.11 | The terms of this Agreement will also automatically apply for the crew of all the vessels which are manned by the Agent and that no particular or special Crew Manning Agency Agreement has been signed. |
| 3.3 | The Agent shall use its best efforts to deal with any other related Ship Management activities either locally or regionally pertinent but not limited to Ship Management, Chartering, Ship Agency, Bunkering, Brokering etc. |
| 3.4 | The Agent will submit the Principal duly and promptly with invoices fully documented with the relevant supporting documents, as regards the monthly payments and /or itemized disbursements. |
Any failure of the Agent to comply with its obligations as hereinabove described, will result in the immediate suspension of Agent’s agency fees for said seamen while these documents are pending or missing.
| 3.5 | The Agent will keep the Principal fully and promptly advised and informed, as regards to any claim or legal actions filed or pending. |
| 3.6 | The Agent will accept services of processed subpoena and other legal orders, emanating from duly constituted government entities in the Territory and at the Principal’s expenses, but always subject to the Principal’s approval for the employment of the local counsel, in order to take such other legal actions, as may be necessary to defend on the Principal’s behalf any disputes whatsoever arising out of this Agreement. |
| 3.7 | The Agent accepts that the Principal is the sole, full and absolute owner of the “ELVICTOR” logo and that during the period of this Agreement, the Agent is specifically allowed by the Principal only to use the logo of “ELVICTOR”, without acquiring or having, either directly or indirectly, any propriety rights on it. The general use of the above logo will be effected upon the strict and absolute instructions of the Principal, having the legal copyrights. |
| 3.8 | The Agent confirms and warrants that its services will be effected through its premises, having all the facilities, being fully computerised, under the supervision of a skilled and well educated personnel, thus, providing high standards of office functions and office personnel. |
| 4 | The Principal’s functions and obligations for Crew Manning/Management |
| 4.1 | The Principal shall have to contact the Owners and sign all necessary documents concerning Georgian Crew Manning. |
| 4.2 | The Principal shall ensure that in cases of termination of the contract of employment of any crew members, the master shall submit to the Agent his official reports, in connection with the facts that caused the termination of crewmember services, and more particularly. |
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| 4.2.1 | Any log book extracts. |
| 4.2.2 | The Master’s report countersigned by departmental officer. |
| 4.2.3 | A copy of the relevant entry in the vessel’s Articles. |
| 4.2.4 | Any other document reasonably required. |
| 4.3 | The Principal, if necessary, shall assist the Master to respond to any differences, difficulties or disputes which may arise with the crew. |
| 4.4. | The Principal through the Master, shall provide the officers and crew of each vessel victualling allowances in accordance with the international re-accepted maritime standards and practices. |
| 4.5 | The Principal will seek for, attend and be promptly advised by the Owners that any and all medical and hospitalization treatment of officers and crew, is covered by the Owner’s protection and indemnity association. Sick or injured crewmembers are entitled to hospitalization and/or medical treatment at the Owner’s expenses under established international maritime practices. Compensation for death and injury shall be handled according to the terms of Crew Employment Contracts. |
| 4.6 | The Principal hereby explicitly confirms and stipulates that such medical assistance and/or repatriation, does not apply in the case of : |
| 4.6.1 | Chronic disease which was existing or pre-existing prior to joining the vessel and which could have been detected at the time of the pre-employment medical examination. |
| 4.6.2 | Pregnancy (for female crew on passenger vessels). No crewmember who is pregnant, shall be supplied to the vessel and any crewmember who becomes pregnant after joining, will be repatriated as soon as possible at her own expenses. |
| 4.6.3 | Illness, injury or other disability caused by drunkness of the seaman or his deliberate or illegal action/behaviour. |
| 4.7 | The Principal will decide, solely and absolutely, the number of the composition of the crew onboard the vessel. |
| 4.8 | The Principal agrees and undertakes to pay to the Agent an Agency fee of USD 25.- per seaman per month, a Recruitment fee of USD 70.- per seaman per contract and any administrative expenses (with documented evidences/vouchers) |
| 5. | The Principal shall provide expertise knowledge to all other Ship Management related matters and is solely responsible for relevant decision making with possible consultation of Owners if necessary. |
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| 6. | Term of the Agreement / Termination / Breach |
| 6.1 | This Agreement enters into force on the 11th September 2020 and shall remain in force until 10th September 2022. |
| 6.2 | This Agreement shall be automatically renewed for 1 (one) year, unless terminated by either party by notice given in writing by means of communication, ensuring evidence and date of receipt (e.g. registered mail, courier, etc), not less than three (3) months before the date of its expiry. |
| 6.3 | In case that each party, failed to meet their obligations under this Agreement for any reason within their control, the other party may give a thirty (30) day’s notice in writing, by means of communication ensuring evidence and date of receipt (e.g. registered mail, courier, etc), requesting to remedy it as soon as practically possible. In the event that the failing party does not remedy it within a reasonable time to the satisfaction of the other, then the notifying party will be entitled to terminate the Agreement with immediate effect by notice in writing. |
| 6.4 | Either party has the right to cancel this Agreement with immediate effect if the other party should enter into liquidation proceedings, either voluntarily or compulsorily, or become insolvent or enter into composition proceedings or if a distress or execution be levied on the goods and effects of either party or either party should enter into receivership or reorganisation. |
| 6.5 | On termination of the Agreement, the Agent shall return to the Principal all documents, papers, data, key person contacts list and other material embodying information, pertaining to the services granted by the Agent. Furthermore, the Agent shall immediately discontinue any and all use of the ELVICTOR logo. |
| 6.6 | The termination of this Agreement shall be without prejudice to all rights and obligations accrued between the parties prior to the date of termination. |
| 7 | Miscellaneous provisions |
| 7.1 | Any communication and all notices, may be sent by telex or telefax or delivered by registered mail or by hand, to the Principal and the Agent in their addresses, as described hereinbelow : |
| For | For |
| ELVICTOR GROUP INC | ELVICTOR CREW MANAGEMENT SERVICE LTD |
| (the Principal) | (the Agent) |
| 30 Wall Street (8th Floor) | 32 Gogebadhvili Str, Office 2 |
| New York City NY 10005 | Batumi |
| U.S.A. | Georgia |
| 7.2 | The terms of this Agreement will also automatically apply for the crew of all the vessels which are manned by the Agent and that no particular or special Crew Manning Agency Agreement has been signed. |
8. Applicable Law/Arbitration
| 8.1 | This Agreement is to be governed and construed in accordance with Georgian law. |
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| 8.2 | Any dispute arising out of or in connection with this Agreement, will be resolved amicably by the parties, through discussions and negotiations on a non prejudice basis. Failing this procedure, any and all disputes arising out of this Agreement, shall be decided by arbitration in London. |
| 8.3 | The award rendered by the Arbitration panel shall be final and binding upon the parties and may, if necessary, be enforced by the Court or any other competent authority in the same manner as a judgement in the Court of Justice. |
9. Modifications/Nullity/Assignment/General
| 9.1 | Any term, clause or condition of this Agreement can be changed, amended, modified, deleted or revoked only upon the mutual written consent of both parties. |
| 9.2 | If any provision or clause of this Agreement is found to be null or non enforceable by the Court of competent jurisdiction, the Agreement will not be invalidated but (i) the Agreement will be construed itself to limit the application of such provision or clause to the extent necessary to make the Agreement valid and enforceable, or (ii) if the Court determines that such a limitation cannot be made, such provision of clause will be omitted (in either case the Agreement will be construed as a whole to effect, as closely as practicable the original intent of the parties). However, if for good cause, either party would not have entered into the Agreement, knowing the interpretation of the Agreement resulting from the foregoing, the Agreement itself shall be null and void. |
| 9.3 | All parties’ correspondence shall be held in the English language exclusively and any document not being in English, should be translated at the expense of the sender thereof prior to its dispatch. |
| 9.4 | Failure on occasion by either party to enforce any terms of condition of the Agreement, will not prevent enforcement in any other occasion. |
| 9.5 | All notices will be effective when received in writing to the respective addresses of the parties or by means of cable, telex or facsimile transmissions to the numbers to be so allocated in writing between the parties. Any notice of change may be given in writing by either party within a reasonable time in advance. |
IN WITNESS WHEREOF the parties hereto have executed this Agreement in duplicate, the parties taking one copy each, this 11th day of September 2020.
| For and on behalf of | |
| ELVICTOR GROUP INC | |
| (The Principal) | |
| Stavros C. Galanakis | |
| President | |
| For and on behalf of | |
| ELVICTOR CREW MANAGEMENT SERVICE LTD | |
| (The Agent) | |
| Soslan Chkhaidze | |
| CEO |
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Exhibit 10.4
MANNING AGENCY AGREEMENT
Odessa, Ukraine 1st JANUARY 2021
This MANNING AGENCY AGREEMENT is concluded pursuant to the relevant provisions of:
| ● | the Law of Ukraine “About external economic activity”, |
| ● | the Law of Ukraine “About the order of accounts in the foreign currency”, |
| ● | the Decree of Cabinet of Ministers of Ukraine “About the system of the currency regulation and currency control”, |
| ● | the Order of the Ministry of external economic links and trade of Ukraine “About the Statute about the form of external economic treaties (contracts), |
| ● | the Instruction “About the conditions and rules of the mediator activity in job placement including foreign countries and the control for its performance”. |
BY and BETWEEN
(a) ELVICTOR GROUP INC
30 Wall Street (8th Floor)
New York City NY 10005
U.S.A.
Acting as the appointed representative of the Shipowners, (hereinafter referred to as “Principal”), duly represented for the purposes of this Agreement by the CEO, Konstantinos S. Galanakis,
AND
(b) ELVICTOR SHIPPING & TRADING ODESSA”
Bunina Str., 2, Odessa, 65014, Ukraine
A company duly registered, organized operating and existing under the laws of The Ukraine having its principal place of business at 2 Bunina, Str., Odessa, The Ukraine (hereinafter referred to as “Agent”), duly represented for the purposes of this Agreement by the Director/[Title] Dmytro Yerofeyev with Passport Nr. FN 909236.
[Hereinafter jointly referred to as ’the parties’]
WHEREAS the Principal provides, inter-alia, crew management services to owners of merchant vessels worldwide.
WHEREAS the Agent is involved in providing manning agency services to Merchant vessels worldwide, specializing as provider of Ukranian mariners.
WHEREAS the Principal wishes to appoint the Agent as such with specific abilities and within a specific territory towards the promotion of the Principal’s business, activities and interest in this particular field.
The PRINCIPAL appoints the AGENT as its manning Agent and the AGENT accepts such appointment.
NOW THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:
| 1. | TERRITORY |
The Principal hereby appoints the Agent as its exclusive manning Agent for the territory of Ukraine (hereinafter called “the territory”) and the Agent accepts such appointment.
| 2. | GOOD FAITH AND FAIR DEALING |
2.1 In carrying out their obligations under this agreement the parties will act in accordance with the principles of Good Faith and Fair Dealing as same are defined by either any applicable law or the international law.
2.2 The provisions of this agreement, as well as any statements made by the parties therewith shall be accordingly interpreted in good faith.
| 3. | AGENT’S FUNCTIONS AND OBLIGATIONS |
3.1. The Agent will use his best efforts to promote the business, activities and interests of the Principal in the Territory.
3.2 The Agent shall screen and evaluate efficiently any and all crew members so as to ensure that those who are employed, are fully qualified, competent, experienced and licensed for their rank and for the specific services required, in accordance with the Company’s Policy Plan hereby attached (Schedule 1).
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3.3 The Agent prior to the engagement, shall arrange and ensure that each seaman has passed a medical examination including Drug Alcohol Testing, (Tanker relevant ships) with a qualified doctor, certifying that he is suitable for the duties for which the seaman is engaged, that he is free of existing or pre-existing chronic diseases and that he is in possession of a valid medical certificate at the time of embarkation. The Agent, in particular, shall ensure that each seaman will have to undergo the following strict medical examinations and obtain a medical certificate:
OBLIGATORY
| 1. | Complete Physical Examination |
| 2. | Blood Count and Blood Type |
| 3. | Urine Analysis |
| 4. | Dental and Optical Check Up |
| 5. | Chest X-Ray (for detection of Tuberculosis) |
| 6. | Routine Stool Examination (for detection of Gastro disease) |
| 7. | Ishihara Test (Deck Officers and Crew) |
| 8. | Psychological Appraisal |
| 9. | Drug and alcohol test for tanker relevant ships at actual cost. |
OPTIONAL
Will be determined on a case by case basis (ship by ship) and it is on the Agent’s discretion to notify the seaman with a specific/written advice to proceed to the following:
Package A (Limited):
1. VDRL (for detection of sexually transmitted disease such as Gonorrhea, Syphilis, etc)
2. FBS (for detection of Diabetes)
3. Hepatitis B
4. VIH/AIDS
5. SGPT & SGOT (for detection of Kidney Disease and Myocardial Infection)
Package B (Full) Includes those specified in Package A plus:
6. E.C.G. (for detection of Heart problems)
7. B.U.N. (for detection of Kidney disease)
8. Creatinine (in conduction with above for detection of Kidney disease)
9. Gamma (for detection of Liver disease)
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3.4 The Agent shall provide complete preparation for the employment and travelling requirements from the country of origin of all crew members being employed to The place of employment or to the place of their embarkation and shall ensure and facilitate their lawful and timely departure for travelling to the place of employment and/or embarkation.
3.5 The Agent shall fill in the “Check List’’ form of candidates’ details and “Past Record” (as per Schedule 2) provided upon proposing anv crew for employment. On each crew’s joining and not later than ten (10) days from the departure date, the Agent shall forward to the Principal by courier or similar means of transportation, the originals of the “Check List” and “Past Record” forms properly and fully completed and documented, along with each seaman’s Contract of Employment.
Any failure of the Agent towards his duties will result in stopping Agent’s fees for said seamen, while these documents are pending or missing.
3.6 The Agent shall ensure that in accordance with the Principals’ requirements, the applicable requirements of the law of the vessel’s flag state are satisfied in respect of:
3.6.1 The rank qualification and certification of the crew.
3.6.2 Employment Regulations
3.6.3 All necessary formalities for the issuance of crew documentation, in accordance with the vessel’s flag requirements.
3.6.4 Port Authorities’ regulations.
3.6.5 Flag state controls.
3.6.6 Classification surveys or any other major inspections.
3.7 The Agent shall send to the Principal, by mail or fax, a detailed Curriculum Vitae and record of sea services for all Crew requested along with copies of their certificates of competency and a documented report of the interview results.
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3.7.1 The Agent will have to use the following pattern/list when sending candidate crew to the Principal:
1. Rank
2. Surname
3. Name
4. Father
5. Date of Birth & Place of Birth
6. Seaman’s Book Number (Place of Issue, Date of Issue, Date of Expiry)
7. Passport Number Place of Issue, Date of Issue, Date of Expiry)
8. Certificate of Competency (Kind Number and Endorsement of Certificate)
9. Expiry Date:
10. Flag License (Kind, Date of Issue, Date of Expiry)
11. English Level:
12. U.S.A. Visa Valid Up to:
13. Miscellaneous Documents:
14. Sea Service: (as per “Past Records” form lay out)
15. References: (as per “Past Records” form lay out)
3.8 The Principal in case of any crew disembarkation due to unfit or disciplinary reasons or in case of the termination of the seaman’s contract, due to illness or injury or death, shall advise the Agent as regards the assignment or termination of the seaman’s contracts of employment, range of payments and conditions of employment. The Agent, if necessary, shall assist the Master to respond to any differences and difficulties or disputes which may arise with the crew. In case of urgency and subject to Master’s request, the Agent shall coordinate and cooperate directly with the Master regarding any crew matters.
3.8.1 Upon the request of the Principal, the Agent is obliged to send one of his representatives (Port Captain or Super-Intendant Engineer) attending to any crew matters on board of any vessel worldwide. All associated expenses will be covered by the Principal.
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3.9 The Agent shall exercise his utmost diligence to evaluate continuously and provide the Principal with current advice of any alterations in the local working conditions and the availability of the officers and unlicensed crew members in the Territory, in order to be able to advise the Principal for all matters pertaining to the recruitment of personnel to carry out efficiently and effectively his duties.
3.10 The Agent will not operate the Payroll Giving Scheme. A full payment will be made on board.
3.11 The Agent confirms and warrants that its services will be carrying out through its premises, having all the facilities, being fully equipped, under the supervision of a skilled and well educated professional, thus, providing high standards of office functions and office personnel.
3.12.1 Τhe Agent hereby acknowledges that any hiring for or firing from its office is subject to the approval of the Principal.
3.12.2 The Agent confirms and warrants that for any disbursements that are reasonably estimated to exceed the amount of US$ 10,000 [United States Dollars Ten Thousand] will seek the Principal’s confirmation. The Agent equally acknowledges that, upon the Principal’s request, an indicative breakdown analysis of the relevant disbursements shall be provided.
| 4. | THE PRINCIPAL’S FUNCTIONS AND OBLIGATIONS |
4.1 The Principal shall ensure that in cases of termination of the contract of employment of a crew member, the Master shall submit to the Agent official reports regarding the facts that caused the termination of crew member services, and more particularly:
4.1.1 Any log book extracts.
4.1.2 The Master’s report will be countersigned by a departmental officer.
4.1.3 A copy of the relevant entry in the vessel’s Articles.
4.1.4 Any other document reasonably required.
4.2 The Principal, if necessary, shall assist the Master to respond to any differences, difficulties or disputes which may arise with the crew.
4.3 The Principal shall compensate the Agent for the services and operations performed and carried out by the Agent, stipulated in clause 5.
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4.4 The Principal through the Master shall provide the officers and crew of each vessel victualling allowances in accordance with the international re-accepted maritime standards and practices.
4.5 The Principal will seek for, attend and be promptly advised by the owners that any and all medical and hospitalization treatment of officers and crew, is covered by the Owner’s protection and indemnity association. Sick or injured crew members are entitled to hospitalization and/or medical treatment at the owners’ expenses under established international maritime practices. Compensation for death and injury shall be handled according to the terms of Crew Employment Contracts.
4.6 The Principal hereby explicitly confirms and stipulates that such medical assistance and/or repatriation, does not apply in the case of:
4.6.1 Chronic diseases existing or pre-existing before the crew member joined the vessel and which could have been detected at the time of the re-employment medical examination.
4.6.2 Illness, injury or other disability caused by drunkenness of the seaman or his deliberate or illegal action/behavior.
4.7 The Principal will decide, solely and absolutely, the number of the composition of the crew on board the vessel.
4.8 The Principal hereby authorizes the Agent to sign seaman’s individual contract of employement on behalf of the vessel’s Owners/ Managers.
| 5. | AGENT’S REMUNERATION |
5.1 Subject to clause 3.12.2, the Principal agrees and undertakes to pay to the Agent an Agency fee of USD 20.- per seaman per month, a Recruitment fee of USD 30.- per seaman per contract and any administrative expenses (with documented evidences/vouchers).
5.2 Payment of that fee in favor of the Agent from the third party is possible.
5.3 The aforementioned fee shall be paid by the Principal on the basis of the invoices, issued by the Agent within 30 calendar days from their issuing date, by means of remittance to the Agent’s current account.
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| 6. | TERM OF THE AGREEMENT/ TERMINATION/BREACH |
6.1 This Agreement enters into force on the 1st January 2021. and shall remain in force until 31st December 2022.
6.2 This Agreement shall be automatically renewed for a successive period of two years, unless terminated by either party by a written notice delivered by any means of communication, ensuring evidence and date of receipt (e.g. registered mail, courier, etc), not less than three (3) months before the date of its expiry.
6.3 In case that each party, failed to meet his obligations under this Agreement for any reason under his control, the other party may give a thirty (30) days’ written notice, delivered by any means of communication ensuring evidence and date of receipt (e.g. registered mail, courier, etc), requesting a remedy as soon as possible. In the event that the failing party denies the compensation to the other party within a reasonable time, then the notifying party will be entitled to terminate the Agreement with immediate effect by a written notice.
6.4 Either party has the right to cancel this Agreement with immediate effect if the other party should enter into liquidation proceedings, either voluntarily or compulsorily, or becomes insolvent or enters into composition proceedings or if a distress or execution be levied on the goods and effects of either party or either party should enter into receivership or reorganization.
| 7. | MISCELLANEOUS PROVISIONS |
7.1 In case of any crew repatriation due to unfit or disciplinary reasons, wages due to seaman up to the date of repatriation may service to cover such costs. However, in cases that this cannot be done, or it is not enough, the Agent agree to bear the costs of seaman’s repatriation and his substitute’s ticket.
7.2 Any communication and all notices may be sent by telex or telefax or delivered by registered mail or by hand, to the Principal and the Agent in their addresses, as described herein below:
For
ELVICTOR GROUP INC..
30 Wall Street (8th floor)
New York City NY 10005
U.S.A.
For
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ELVICTOR SHIPPING & TRADING ODESSA LTD,
2 Bunina Str.,Odessa, 65014
Ukraine
7.3 The terms of this Agreement will also automatically apply to the crew of all the vessels which are manned by the Agent and that no particular or special Crew Manning Agency Agreement has to be signed.
| 8. | APPLICABLE LAW/ARBITRATION |
8.1 This Agreement is governed by English Law and construed accordingly.
8.2 Any dispute arises out of or in connection with this Agreement, will be settled amicably by the parties, through discussions and negotiations. Failing this procedure, any and all disputes arising out of this Agreement, shall be resolved by arbitration in London, under the London Maritime Arbitration Association Rules (LMAA Rules) currently in force.
8.3 The award rendered by the Arbitration panel shall be final and binding upon the parties and may, if necessary, be enforced by the Court or any other competent authority in the same manner as a judgment in the Court of Justice.
| 9. | MODIFICATIONS/NULLITY/ ASSIGNMENT/GENERAL |
9.1 Any term, clause or condition of this Agreement can be changed, amended, modified, deleted or revoked only upon the mutual written consent of both parties.
9.2 All parties’ correspondence shall be held exclusively in English and any document in foreign language, should be translated in English at the expense of the sender thereof prior to its dispatch.
9.3 All notices will be effective when received in writing to the respective addresses of the parties or by means of cable, telex or facsimile transmissions to the numbers to be so allocated in writing between the parties. Any notice of change may be given in writing by either party within a reasonable time in advance.
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IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the date in two originals, each party taking one copy of equal validity, this 1st January 2021.
The Signatories
| For and on behalf of the PRINCIPAL | For and on behalf of the AGENT | |
| Konstantinos Galanakis | Dmytro Yerofeyev |
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Exhibit 10.5
STOCK PURCHASE AGREEMENT
Dated: October 1, 2021
THIS STOCK PURCHASE AGREEMENT (the “Agreement”) for the purchase of One Hundred (100) shares of Common Stock (“Common Stock”) of Ultra Shipmanagement, Inc. ( the “Company”), a Republic of the Marshall Islands corporation, is made this day by and between those parties listed on the signature page below (each the “Shareholder” or “Seller” and collectively the “Shareholders” or the “Sellers”) and Elvictor Group, Inc., a Nevada corporation (each the “Buyer” and collectively the “Buyers”).
RECITALS
WHEREAS, the Sellers now owns exactly One Hundred (100) shares of the issued and outstanding Common Stock of the Company, $0.0001 par value, in such amounts as indicated on the signature page, and;
WHEREAS, the Seller desire to sell to Buyer and Buyer desires to purchase from Seller an aggregate of One Hundred (100) shares of Common Stock, and;
WHEREAS, Sellers desire to assign all their rights to the Shares to Buyers;
WHEREAS, the parties hereto desire to complete the issued and outstanding Common Stock purchase upon the terms and conditions hereinafter stated;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, it is agreed as follows:
AGREEMENT
| 1. | Sale of Shares. Sellers hereby agree to sell and deliver to Buyers, and Buyers hereby agree to purchase from Sellers One Hundred (100) Shares of the issued and outstanding Common Stock of the Company (the “Shares”), in accordance with the ownership described on the signature page. |
| 2. | Purchase. |
| a) | The purchase price for the Shares shall be Two Thousand Five Hundred Dollars.($2,500) (the “Purchase Price”) to be paid, pro rata, to the Shareholders as described on the signature page. |
| b) | Company shall provide the Buyers a print-out from the stock ledger, signed by the Company´s secretary, showing Buyers’ shares of the Company purchased by this transaction. |
| 3. | Reserved. |
| 4. | Reserved. |
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| 5. | Closing. |
| a. | Unless otherwise agreed by the parties, the Closing shall occur by parties mailing to each other executed Agreements on or before October 1, 2021 (the “Closing”), TIME BEING OF THE ESSENCE, or at such other date as the parties may mutually designate in writing (the date of consummation is referred to herein as the “Closing Date”). |
| b. | At the Closing, Sellers shall instruct the Secretary of the Company to make the appropriate changes on the shareholder ledger of the Company. |
| c. | At Closing, Buyers shall deliver to the Shareholders their pro rata portion the Purchase Price; and |
| d. | At or upon Closing, the parties shall execute all other documents and take such other actions as are reasonably necessary to carry out the terms of this Agreement and consummate the transactions contemplated hereby. |
| 6. | Representations and Warranties of Seller. Sellers jointly and severally represent and warrants to Buyers as follows: |
| a. | Authority. Each Seller has the authority to enter into this Agreement and to carry out his obligations hereunder. Each Seller represents that this Agreement is a valid and binding obligation of the respective Seller. Neither the execution and delivery of this Agreement nor the consummation of the transactions contemplated hereby nor compliance by the respective Seller with any of the provisions hereof will result in a default (or give rise to any right of termination, cancellation, or acceleration) under any of the terms conditions or provisions of any note, bond, mortgage, indenture, license, agreement or other instrument or obligation to which either the respective Shareholder or Seller is a party, or by which they or any of their properties or assets may be bound. |
| b. | Clear Title. Sellers are the owners, free and clear of any encumbrances, of their respective shares of the outstanding Issued and outstanding common stock in the Company. |
| c. | Accuracy of Statements. Neither this Agreement nor any statement or other information furnished or to be furnished by Sellers to Buyer in connection with this Agreement or any of the transactions contemplated hereby contains or will contain an untrue statement of material fact, or omits or will omit to state a material fact necessary to make the statements contained herein or therein not misleading. |
| 7. | Representations and Warranties of Buyers. Buyers, jointly and severally represent and warrant to Sellers as follows: |
| a. | Authority. Buyers have the authority to enter into this Agreement and to carry out its obligations hereunder. Buyers represent that this Agreement is a valid and binding obligation of Buyers. |
| b. | Accuracy of Statements. Neither this Agreement nor any statement or other information furnished by Buyers to Seller in connection with this Agreement or any of the transactions contemplated hereby contains or will contain an untrue statement of a material fact or omits or will omit to state a material fact necessary to make the statements contained herein or therein, not misleading. |
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| 8. | Covenants of Sellers. Sellers agree, unless Buyers otherwise agree in writing, that Sellers shall obtain prior to Closing all necessary consents and approvals of all necessary persons to the performance by Sellers of the Issued and outstanding common stock Purchase contemplated by this Agreement. Sellers shall make all filings applications, statements and reports to all federal and state government agencies or entities which are required to be made prior to Closing by or on behalf of Sellers pursuant to any statute, rule, or regulation in connection with the transactions contemplated by this Agreement. |
| 9. | Covenants of Buyer. Buyers agree, unless Sellers otherwise agree in writing, that Buyers shall obtain prior to Closing all necessary consents and approvals of all necessary persons to the performance by Buyers of the Issued and outstanding common stock Purchase contemplated by this Agreement. Buyers shall make all filings applications, statements and reports to all federal and state government agencies or entities which are required to be made prior to Closing by or on behalf of Buyers pursuant to any statute, rule, or regulation in connection with the transactions contemplated by this Agreement. |
| 10. | Parties Negative Covenants. Each Seller hereby covenants and warrants to each other that, from the date of this Agreement until Closing, they will not, without the prior written consent of the other party, cause the Company to declare or pay any dividend; redeem or otherwise acquire any Issued and outstanding common stock of its capital Issued and outstanding common stock now or hereafter outstanding; issue any new or additional Issued and outstanding common stock, or cancel, sell, transfer or otherwise dispose of the Issued and outstanding common stock purchased hereunder except upon compliance with the provisions of Section 2 hereof. Each Seller further covenants that he will not cause the Company to create any additional obligations to employees that will survive Closing, including, but not limited to, employee benefit plans, bonuses, and other compensation. |
| 11. | Conditions Precedent to Obligations of Sellers. The obligations of the Seller under this Agreement are subject to the satisfaction of the following conditions on or before Closing unless waived in writing by Sellers; |
| a. | Accuracy of Representations and Warranties. The representations and warranties of Buyers set forth in Section 7 hereof shall be true and correct in all material respects as of the date of this Agreement and as of closing as though made on and as of Closing, except as otherwise specified by this Agreement. |
| b. | Performance of Obligations of Buyers. Buyers shall have in all material respects performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement to be performed and complied with by them. |
| 12. | Conditions Precedent to Obligations of Buyer. The obligations of Buyers to perform under this Agreement are subject to the satisfaction of the following conditions on or before Closing unless waived in writing by Buyers: |
| a. | Accuracy of Representation and Warranties. The representations and warranties of the Sellers set forth in Section 6 hereof shall be true and correct in all material respects as of the date of this Agreement and as of the closing date as though made on and as of Closing, except as otherwise specified by this Agreement. |
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| b. | Performance of Obligations of Sellers. Each Seller shall have in all material respects performed all obligations and agreements and complied with all covenants and conditions contained in this Agreement required to be performed and complied with by them. |
| c. | Reserved. |
| 13. | Survival of Representations and Warranties. Each party hereto covenants and agrees that its representations and warranties contained in this Agreement, and in any document delivered or to be delivered pursuant to this Agreement in connection with Closing hereunder, shall survive Closing. |
| 14. | Reserved. |
| 15. | Indemnification and Release. |
In consideration of the Buyers’ execution and delivery of this Agreement and acquiring the Issued and outstanding Common Stock hereunder, and in addition to Seller’s other obligations under this Agreement, the Sellers hereby agrees to defend and indemnify Buyers and their Affiliates and subsidiaries and their respective directors, officers, employees, agents and representatives, and the successors and assigns of each of them (collectively, the “Buyers Indemnified Parties”) and the Sellers do hereby agree to hold the Buyers Indemnified Parties forever harmless, from and against any and all Claims made, brought or asserted against the Buyers Indemnified Parties, or any one of them, and the Seller, each individually, hereby agree to pay or reimburse the Buyers Indemnified Parties for any and all Claims payable by any of the Buyers Indemnified Parties to any Person, including reasonable attorneys’ and paralegals’ fees and expenses, court costs, settlement amounts, costs of investigation and interest thereon from the time such amounts are due at the highest non-usurious rate of interest permitted by applicable Law, through all negotiations, mediations, arbitrations, trial and appellate levels, as a result of, or arising out of, or relating to: (i) any misrepresentation or breach of any representation or warranty made by the Seller in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; (ii) any breach of any covenant, agreement or Obligation of the Sellers contained in this Agreement or any other certificate, instrument or document contemplated hereby or thereby; or (iii) any Claims brought or made against the Buyers Indemnified Parties, or any one of them, by a third party and arising out of or resulting from the execution, delivery, performance or enforcement of this Agreement or any other instrument, document or agreement executed pursuant hereto or thereto, any transaction financed or to be financed in whole or in part, directly or indirectly, with the proceeds of the sale of the Shares, or the status of the Buyers or holder of any of the Securities, as a buyer and holder of the Shares. To the extent that the foregoing undertaking by the Sellers may be unenforceable for any reason, the Sellers shall make the maximum contribution to the payment and satisfaction of each of the Claims covered hereby, which is permissible under applicable Law.
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| 16. | Notices. All notices, requests, demands, and other communications which are required or may be given under this Agreement shall be in writing, unless otherwise specified in this Agreement, and shall be deemed to have been duly given if delivered personally or sent by certified mail, return receipt requested, postage prepaid, addressed as follows: |
| If to Buyer: | Elvictor Group, Inc. | |
| c/o | ||
| Smith Eilers, PLLC | ||
| 149 S. Lexington Ave. | ||
| Asheville, NC 28813 |
If to the Buyers: Per the address found on the signature page or to such other addresses any party shall have specified by notice in writing to the other.
| 17. | Applicable Law. The Parties acknowledge and agree that any controversy or claim or litigation arising out of or relating to this Agreement shall be governed by and in accordance with the laws of the State of Nevada. In the event of litigation in a court of law, the parties hereby agree to submit to the jurisdiction of the United States District Court for the Clark County of Nevada applying Florida law. |
| 18. | Attorney’s Fees. In any action or proceeding brought by any party against the other, the substantially prevailing party shall, in addition to other allowable costs, by entitled to an award of reasonable attorney’s fees. |
| 19. | Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning and interpretation of this Agreement. |
| 20. | Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original and all of which together shall be deemed to be one and the same instrument. |
| 21. | Severability. In the event any provision of this Agreement is held to be invalid, illegal, or unenforceable for any reason and in any respect, such invalidity, illegality, or unenforceability shall in no event affect, prejudice, or disturb the validity of the remainder of this Agreement, which shall be and remain in full force and effect, enforceable in accordance with its terms. |
| 22. | Entire Agreement/Amendment. This Agreement supersedes all previous Agreements between the Parties herein and constitutes the entire agreement of whatsoever kind or nature existing between or among the parties respecting the within subject matter, and no party shall be entitled to benefits other than those specified herein. As between or among the parties, no oral statements or prior written material not specifically incorporated herein shall be of any force and effect. The parties specifically acknowledge that in entering into and executing this Agreement, the parties rely solely upon the representations and agreements contained in this Agreement and no others. All prior representations or agreements, whether written or verbal, not expressly incorporated herein are superseded, and no changes in or additions to this Agreement shall be recognized unless and until made in writing and signed by all parties hereto. This Agreement shall supersede all previous Business Agreements relating to the Company and shall completely terminate the Seller’s interest in and all business relationships with the Company and between or among the parties signing this Agreement. This Agreement may be executed in any number of counterparts, including counterparts transmitted by telecopier or FAX, any one of which shall constitute an original of this Agreement. When counterparts of facsimile copies have been executed by all Parties, they shall have the same effect as if the signatures to each counterpart or copy were upon the same document and copies of such documents shall be deemed valid as originals. The Parties agree that all such signatures may be transferred to a single document upon the request of any Party. |
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| 23. | Vesting/recordation. The parties shall furnish to each other, in form and substance reasonably satisfactory to Buyers, assignments or other instruments of transfer and consents and waivers by others, necessary or appropriate to transfer to and effectively vest in Buyers all right, title and interest in and to the Issued and outstanding Common Stock, specifically the Issued and outstanding Common Stock Certificates effectively executed by Seller and the return to treasury by the Shareholder, in proper statutory form for recording if such recording is necessary or appropriate. |
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
BUYER
| Name: Konstantinos Galanakis | Date | ||
| Title: CEO |
SELLERS
| Name: Konstantinos Galanakis | Date | ||
| Title: Personally | |||
| Number of Shares Sold: | 55 | ||
| Portion of Purchase Price | $1,375 |
| Name: Stavros Galanakis | Date | ||
| Title: Personally | |||
| Number of Shares Sold: | 45 | ||
| Portion of Purchase Price | $1,125 |
Page 6 of 6
Exhibit 21.1
ELVICTOR GROUP, INC.
List of Subsidiaries
| Subsidiary | Place of Incorporation | |
| Elvictor Group Hellas Single Member S.A. | Greece | |
| Ultra Shipmanagement Inc. | Marshall Island | |
| ELVG Crew Management Ltd. | Cyprus |
Exhibit 31.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Konstantinos Galanakis, Chief Executive Officer of Elvictor Group, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K of Elvictor Group, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 31, 2022 | /s/ Konstantinos Galanakis |
| Konstantinos Galanakis | |
| Chief Executive Officer |
Exhibit 31.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO RULE 13a-14(a) AND RULE 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Aikaterini Bokou, Chief Financial Officer of Elvictor Group, Inc., certify that:
| 1. | I have reviewed this annual report on Form 10-K of Elvictor Group, Inc.; |
| 2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; |
| 3. | Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; |
| 4. | The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: |
| a) | Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared; |
| b) | Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; |
| c) | Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and |
| d) | Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s fourth fiscal quarter in that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and |
| 5. | The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors: |
| a) | All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and |
| b) | Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting. |
| Date: March 31, 2022 | /s/ Aikaterini Bokou |
| Aikaterini Bokou | |
| Chief Financial Officer |
Exhibit 32.1
CERTIFICATION OF THE PRINCIPAL EXECUTIVE OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Elvictor Group, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Konstantinos Galanakis, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: March 31, 2022 | /s/ Konstantinos Galanakis |
| Konstantinos Galanakis | |
| Chief Executive Officer |
Exhibit 32.2
CERTIFICATION OF THE PRINCIPAL FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
In connection with the annual report of Elvictor Group, Inc. (the “Company”) on Form 10-K for the year ended December 31, 2021, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Aikaterini Bokou, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| 1. | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and |
| 2. | The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company. |
| Date: March 31, 2022 | /s/ Aikaterini Bokou |
| Aikaterini Bokou | |
| Chief Financial Officer |