UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
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As of May 15, 2025, there were
ELVICTOR GROUP, INC.
TABLE OF CONTENTS
i
ELVICTOR GROUP, INC
Unaudited Condensed Consolidated Balance Sheets
| ASSETS | March 31, 2025 | December 31, Audited | ||||||
| Current Assets | ||||||||
| Cash | $ | $ | ||||||
| Accounts Receivable | ||||||||
| Other Receivables | ||||||||
| Other Receivables - Related Party | ||||||||
| Prepaid expenses and other current assets | ||||||||
| Total Current Assets | ||||||||
| Non-current Assets | ||||||||
| ROU Asset - Related Party | ||||||||
| Intangible Assets, Net | ||||||||
| Office Equipment, net | ||||||||
| Total Non-current Assets | ||||||||
| Total Assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | $ | $ | ||||||
| Trade Accounts Payable | ||||||||
| Trade Accounts Payable - Related Parties | ||||||||
| Other Payables | ||||||||
| Lease Liability - Current - Related Parties | ||||||||
| Accrued and Other Liabilities | ||||||||
| Due to related party | ||||||||
| Total Current Liabilities | ||||||||
| Long-term Liabilities | ||||||||
| Lease Liability - Non-Current - Related Parties | ||||||||
| Total Long-term Liabilities | ||||||||
| Total Liabilities | $ | $ | ||||||
| Stockholders’ Equity | ||||||||
| Common stock, par value $ | $ | $ | ||||||
| Additional paid in capital | ||||||||
| Accumulated deficit | ( | ) | ( | ) | ||||
| Total Stockholders’ Equity | ||||||||
| Total Liabilities and Stockholders’ Equity | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ELVICTOR GROUP, INC
Unaudited Condensed Consolidated Statement of Operations
For the Three Months Ended March 31, | For the Three Months Ended March 31, | |||||||
| Gross Revenue | $ | $ | ||||||
| Net Revenue | ||||||||
| Total Revenue | ||||||||
| Less: Cost of Revenue | ||||||||
| Cost of Revenue - Related Party | ||||||||
| Total Cost of Revenue | ||||||||
| Gross Profit | ||||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Salaries | ||||||||
| Rent -Related Party | ||||||||
| Depreciation and Amortization | ||||||||
| Other general and administrative costs | ||||||||
| Total operating expenses | ||||||||
| Profit from operations | ||||||||
| Foreign Currency Translation Adjustment | ||||||||
| Other Income | ||||||||
| Total other income | ||||||||
| Net Income before income tax | $ | $ | ||||||
| Provision for income taxes | ||||||||
| Net Income | $ | $ | ||||||
| Net Income Per Common Stock - basic and fully diluted | $ | $ | ||||||
| Weighted-average number of shares of common stock outstanding - basic and fully diluted | ||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ELVICTOR GROUP, INC
Unaudited Condensed Consolidated Statement of Cash Flows
| For the Three Months Ended March 31, 2025 | For the Three Months Ended March 31, 2024 | |||||||
| Cash Flows from Operating Activities | ||||||||
| Net Income | $ | $ | ||||||
| Adjustments to reconcile net income to net cash provided by/(used in) operating activities | ||||||||
| Depreciation | ||||||||
| Amortization | ||||||||
| Amortization of ROU Asset | ||||||||
| Changes in assets and liabilities | ||||||||
| Accounts Receivable | ( | ) | ( | ) | ||||
| Other Receivables | ( | ) | ||||||
| Other Receivables - Related Party | ||||||||
| Prepaid expenses and other current assets | ( | ) | ||||||
| Accounts Payable | ( | ) | ||||||
| Trade Accounts Payable | ||||||||
| Trade Accounts Payable - Related Party | ( | ) | ||||||
| Other Payables | ( | ) | ( | ) | ||||
| Accrued and Other Liabilities | ( | ) | ||||||
| Lease Liability | ( | ) | ( | ) | ||||
| Due to related party | ( | ) | ||||||
| Net cash provided by/(used in) operating activities | ( | ) | ||||||
| Cash Flows from Investing Activities | ||||||||
| Office Equipment | ( | ) | ( | ) | ||||
| Software | ( | ) | ( | ) | ||||
| Net cash used in investing 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 | $ | $ | ||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ELVICTOR GROUP, INC
Unaudited Condensed Statement of the Changes in Stockholders' Equity
| Three Months Ended March 31, 2025 | ||||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, January 1, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net Income | - | |||||||||||||||||||
| Balance, March 31, 2025 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Three Months Ended March 31, 2024 | ||||||||||||||||||||
| Common Stock | Additional Paid-in | Accumulated | Total Stockholders’ | |||||||||||||||||
| Shares | Amount | Capital | Deficit | Equity | ||||||||||||||||
| Balance, January 1, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
| Net Income | - | |||||||||||||||||||
| Balance, March 31, 2024 | $ | $ | $ | $ | ( | ) | $ | |||||||||||||
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
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ELVICTOR GROUP, INC
Notes to Unaudited Condensed 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 a 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. The Company’s professional core of activities includes crew management, training and the creation of in-house software related to crew and ship matters, for the amelioration of all its operations, facilitating both its employees and those that depend on them. 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 the Company 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 flexible and open to other avenues of international business for the successful and profitable diversification of its portfolio.
On December 13, 2019, the Company filed a Certificate of Amendment with the Nevada Secretary of State to change its name from “Thenablers, Inc.” to “Elvictor Group, Inc.” (the “Name Change”), to better reflect its new business interests. On February 25, 2020, FINRA approved the Name Change and the Company’s new stock symbol “ELVG”.
As of July 10, 2020, the Company founded Elvictor Group Hellas Single Member S.A., a subsidiary in Vari, Greece, to assist the management in facilitating the Company’s operations. Additionally, the Company purchased Ultra Ship Management, a Marshall Islands company that is licensed to provide ship management services, and which established their own subsidiary in Vari, Greece.
In January 2022, the Company established its fully owned subsidiary, ELVG Crew Management Ltd, incorporated in Cyprus, to facilitate its crew management operations.
NOTE 2 – SUMMARY OF SIGNIFICANT ACCOUNTING AND BENEFICIAL CONVERSION FEATURES POLICIES
Basis of Presentation
The accompanying Unaudited condensed consolidated financial statements (“financial statements”) have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information pursuant to the rules and regulations of the Securities and Exchange Commission (“SEC”) and have been consistently applied. Certain information and footnote disclosures normally included in financial statements presented in accordance with GAAP, but which are not required for interim reporting purposes, have been omitted. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary to present fairly the financial position as of March 31, 2025, and the results of operations and cash flows for the interim periods ended March 31, 2025, and 2024, have been included. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto for the year ended December 31, 2024, included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 14, 2025. Operating results for the three months ended March 31, 2025, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2025.
Principles of Consolidation
The unaudited condensed consolidated financial statements incorporate the assets and liabilities of all entities controlled by Elvictor Group, Inc as of March 31, 2025, and the results of the controlled subsidiaries in Vari Greece, the Marshall Islands and Cyprus for the three months then ended. Elvictor Group, Inc and its subsidiaries together are referred to in this financial report as the unaudited condensed consolidated entity. The effects of all transactions between entities in the unaudited condensed consolidated entity are eliminated in full. The unaudited condensed consolidated financial statements of subsidiaries are prepared for the same reporting period as the parent entity, using consistent accounting policies.
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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 unaudited condensed consolidated 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 unaudited condensed consolidated 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 a year or less, when purchased, to be cash and cash equivalents.
Accounts Receivable and Allowance for Doubtful Accounts
For the three months ended March 31, 2025, 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 have an allowance for doubtful accounts as of March 31, 2025. 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
Intangible Assets
Intangible assets acquired are initially
recognized at their fair value on the acquisition date. Subsequent to initial recognition, intangible assets are reported at cost less
accumulated amortization and accumulated impairment losses, if any. These assets are being amortized over their useful life of
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 unaudited condensed consolidated financial statements.
Segments
The Company’s Chief Executive & Financial Officer is the Company’s Chief Operating Decision Maker (“CODM”) and evaluates performance and makes operating decisions about allocating resources based on internal financial data. The Company has determined that it operates in a single reportable segment, which consists of the provision of crew management, training and software creation services and comprises the financial results of the Company. The required segment information, including significant segment expenses, is presented at Note 11.
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.
6
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 per share is calculated by dividing the Company’s net income/(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 common stock equivalents outstanding as of March 31, 2025.
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 unaudited condensed consolidated financial statements upon adoption.
7
Foreign Currency Translation
The Company considers the U.S. dollar to be its functional currency as it is the currency of the primary economic environment in which the Company operates. Accordingly, monetary assets and liabilities denominated in foreign currencies are translated into U.S. dollars at the exchange rate in effect at the balance sheet date and non-monetary assets and liabilities are translated at the exchange rates in effect at the time of acquisition or issue. Revenues and expenses are translated at rates approximating the exchange rates in effect at the time of the transactions. All exchange gains and losses are included in operations.
Subsequent Events
The Company has analyzed the transactions from March 31, 2025, to the date these unaudited condensed consolidated 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 March 31, 2025, the Company has
trade accounts receivable of $
NOTE 4 – INTANGIBLE ASSETS
As of March 31, 2025, and December 31, 2024, Intangible assets consisted of the following:
| Useful life | March 31, 2025 | December 31, 2024 | ||||||||
| At cost: | ||||||||||
| Software platform | $ | $ | ||||||||
| Software Programs | ||||||||||
| Less: accumulated amortization | ( | ) | ( | ) | ||||||
| $ | $ | |||||||||
On November 15, 2021, the Company entered
into a subscription agreement with Seatrix Software Production Single Member S.A, a related party company, to issue
Under this agreement, Seatrix grants the Company an exclusive and non-transferable license to use their artificial intelligence software managing shipping crews. The term of this agreement began on January 1, 2022.
The value of each common share was
stated at $
Additionally, the Company has acquired software programs with an overall
initial cost of $
8
Amortization of intangible assets attributable to future periods is as follows:
Schedule of Amortization of intangible assets
| Year ending December 31: | Amount | |||
| 2025 | ||||
| 2026 | ||||
| 2027 | ||||
| $ | ||||
The amortization of Intangible assets is $
NOTE 5 – 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. However,
this agreement was terminated in the first quarter of 2022 since the formation of the new wholly owned Cypriot subsidiary. 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 period ended March 31, 2025,
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 three months ended March
31, 2025, the Company incurred $
On September 11, 2020, the Company
entered into a Manning Agency Agreement with Elvictor Odessa. During the period ended March 31, 2025, the latter provided manning services
to the Company of $
As disclosed in Note 4 above, the Company
entered into an agreement with Seatrix Software Production Single Member S.A. to provided software development services. For the three
months ended March 31, 2025, the Company has a balance of $
9
NOTE 6 – LEASES
On July 10, 2020, the Company entered into a rental lease agreement
with the wife of Mr. Stavros Galanakis for its subsidiary in Vari, Greece. The term of the lease is from July 10, 2020, to December 31,
2021, with a fixed monthly rental payment of
Then 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 December 31, 2024, with a fixed monthly rental of
In January 2023, the Company renewed the
office lease for its subsidiary in Vari, Greece. The Company accounted for its new lease as an operating lease under the guidance of Topic
872. The new lease is
In October 2024, the Company renewed the office lease
for its subsidiary, Ultra Ship Management, in Vari, Greece. The Company accounted for its new lease as an operating lease under the guidance
of Topic 842. The new lease is
Total future minimum payments required under the lease agreements are as follows:
| ELVG Hellas | Ultra Mgmt. | Total | ||||||||||
| Amount | Amount | |||||||||||
| 2025 | ||||||||||||
| 2026 | ||||||||||||
| 2027 | ||||||||||||
| 2028 | ||||||||||||
| Thereafter | ||||||||||||
| Total undiscounted minimum future lease payments | ||||||||||||
| Less Imputed interest | ( | ) | ( | ) | ( | ) | ||||||
| Present value of operating lease liabilities | $ | $ | $ | |||||||||
| Disclosed as: | ||||||||||||
| Current portion | ||||||||||||
| Non-current portion | $ | $ | $ | |||||||||
The Company recorded rent expenses of $
10
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 the Company making 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 was $
NOTE 8 – STOCKHOLDERS’ EQUITY
Issuance of Common Stock
The Company has
NOTE 9 – COMMITMENTS AND CONTINGENCIES
On July 10, 2020, the Company entered into a rental lease agreement
with the wife of Mr. Stavros Galanakis for its subsidiary, Elvictor Group Hellas Single Member S.A., in Vari, Greece. The term of the
lease was from July 10, 2020, to December 31, 2021, with a fixed monthly rental payment of
Then on October 1, 2021, the Company entered into
a second lease agreement with the wife of Mr. Stavros Galanakis for its new subsidiary, Elvictor Group Hellas Single Member S.A., in Vari,
Greece. The term of the lease is from October 1, 2021, to December 31, 2024, with a fixed monthly rental of
In January 2023, the Company renewed the office lease
for its subsidiary, Elvictor Group Hellas Single Member S.A., in Vari, Greece. The Company accounted for its new lease as an operating
lease under the guidance of Topic 842. The new lease is
In October 2024, the Company renewed
the office lease for its subsidiary, Ultra Ship Management, in Vari, Greece. The Company accounted for its new lease as an operating
lease under the guidance of Topic 842. The new lease is
11
NOTE 10 – INCOME TAXES
As of March 31, 2025, the Company has available
for federal income tax purposes a net operating loss carry forward of approximately $
Due to changes in the Company’s ownership, the Internal Revenue Code may limit the future use of its existing net operating losses. All or a portion of the remaining valuation allowance may be reduced in future years based on an assessment of earnings sufficient to fully utilize these potential tax benefits.
During the three months ended March 31, 2025,
the Company has decreased the valuation allowance by $
Net deferred tax assets consist of the following components as of March 31, 2025 and December 31, 2024
| 2025 | 2024 | |||||||
| Deferred tax assets: | ||||||||
| Bad debt Expense | $ | $ | ||||||
| NOL Carryover | $ | $ | ||||||
| Sub Total | $ | $ | ||||||
| Valuation Allowance | $ | ( | ) | $ | ( | ) | ||
| Net Deferred Tax Asset | $ | $ | ||||||
| $ | $ | |||||||
| Domestic pre-tax Book Income | $ | $ | ||||||
| Permanent Difference: | ||||||||
| GILTI | $ | $ | ||||||
| $ | - | |||||||
| Change in valuation | $ | ( | ) | $ | ( | ) | ||
| $ | $ | ( | ) | |||||
| Book Gain | $ | $ | ||||||
12
The provision for income taxes consists of the following:
| ||||||||
| March 31, | December 31, | |||||||
| 2025 | 2024 | |||||||
| Current: | ||||||||
| Federal | $ | $ | ||||||
| State | ||||||||
| Foreign - Current | ||||||||
| Foreign - Prior Year | ||||||||
| Total current tax provision | $ | $ | ||||||
| Deferred: | ||||||||
| Federal | ||||||||
| State | ||||||||
| Foreign | ||||||||
| Total deferred benefit | ||||||||
| Total provision for income tax | $ | $ | ||||||
NOTE 11 – SEGMENTS
The Company operates and manages its
business as
The Company’s CODM reviews financial information presented and decides how to allocate resources based on net income (loss). Net income (loss) is used for evaluating financial performance.
Significant segment expenses include
professional fees, salaries, rent and other general and administrative expenses. Operating expenses include all remaining costs
necessary to operate our business, which primarily include payroll costs, external professional services and other administrative expenses.
| March 31, | March 31, | |||||||
| 2025 | 2024 | |||||||
| Operating expenses | ||||||||
| Professional fees | ||||||||
| Salaries | ||||||||
| Rent -Related Party | ||||||||
| Depreciation and Amortization | ||||||||
| Other general and administrative costs | ||||||||
| Total operating expenses | ||||||||
NOTE 12 – SUBSEQUENT EVENT
The Company has analyzed its operations subsequent to March 31, 2025, through the date of this filing of these unaudited condensed consolidated financial statements and has determined that there are no material subsequent events to these unaudited condensed consolidated financial statements.
13
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
As used in this “Management’s Discussion and Analysis of Financial Condition and Results of Operation,” except where the context otherwise requires, the term “we,” “us,” “our,” or “the Company,” refers to the business of Elvictor Group, Inc. The following discussion and analysis of the Company’s financial condition and results of operations should be read in conjunction with the financial statements and the notes thereto contained elsewhere in this Quarterly Report. Certain information contained in the discussion and analysis set forth below includes forward-looking statements that involve risks and uncertainties.
Special Note Regarding Forward-Looking Statements
This Quarterly Report includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are not historical facts and involve risks and uncertainties that could cause actual results to differ materially from those expected and projected. All statements, other than statements of historical fact included in this Quarterly Report including, without limitation, statements in this “Management’s Discussion and Analysis of Financial Condition and Results of Operations” regarding our financial position, business strategy and the plans and objectives of management for future operations, are forward-looking statements. Words such as “expect,” “believe,” “anticipate,” “intend,” “estimate,” “seek” and variations and similar words and expressions are intended to identify such forward-looking statements. Such forward-looking statements relate to future events or future performance, but reflect management’s current beliefs, based on information currently available. A number of factors could cause actual events, performance or results to differ materially from the events, performance and results discussed in the forward-looking statements. Our SEC filings can be accessed on the EDGAR section of the SEC’s website at www.sec.gov. Except as expressly required by applicable securities law, we disclaim any intention or obligation to update or revise any forward-looking statements whether as a result of new information, future events or otherwise.
Organizational Overview
Together with our wholly owned crew management subsidiaries, we are 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. We benefit from over 65 years of the combined experience of Stavros Galanakis and. Konstantinos Galanakis in various value adding activities of the shipping sector such as ship management, technical management, ship agency, crewing and crew management.
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 2,300 seafarers of ten different nationalities who are aboard seven different ship types.
We expanded our services by providing ship management services when we acquired Ultra Shipmanagement from Stavros Galanakis and Konstantinos Galanakis for that purpose, 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 we have also employed specialized personnel. The Interim Document of Compliance is the license required for a ship management company to start providing its services.
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Known Trends, Demands, Commitments, Events or Uncertainties Impacting Our Business
The shipping industry navigates a complex global landscape, characterized by unprecedented uncertainty in sustainability, logistics and day-to-day operations stemming from the residual effects of the COVID-19 pandemic, ongoing geopolitical instability and shifting regulatory frameworks. Although COVID-19 is no longer classified as a global pandemic, its aftereffects such as labor shortages, lingering supply chain disruptions, and altered consumer and trade behaviors still impact global logistics. Geopolitical tensions, including the continued conflict in the Ukraine, the crisis in the Red Sea, have disrupted critical shipping lanes and increased transit times and costs, particularly due to rerouting away from the Suez Canal. Additionally, trade policy uncertainty such as the recent U.S. tariffs on Chinese goods, has introduced volatility and potential slowdowns in global shipping volumes. Meanwhile, stricter environmental regulations, particularly within the European Union, are driving up compliance costs and accelerating the need for fleet modernization and investment in cleaner technologies. Shortages of qualified crew members have been exacerbated by an aging workforce exiting the maritime sector thus intensifying competition for talent. The tight labor market has shifted wage dynamics, fueling demand for higher wages and incentive-based competition which in turn is increasing vessel operating expenses. These cost pressures are further compounded by the broader impact of global inflation.. Additionally, requests for shorter contract durations and more frequent crew changes are increasing both the logistical complexity and overall costs of crew management.
To address these challenges, we have implemented short and long-term strategies including proactive scheduling and recruitment via our human resources (HR) cloud-based system and intelligent metrics designed to monitor key trends in the maritime industry. Our goal is to build a pipeline of seafarers by accelerating promotions, expanding cadetship programs, and increasing the number of cadets onboard. These cadets are on track to be promoted to junior officers in the near future, helping to develop a a new generation of officers to address the global seafarer shortage and sustain crew levels at reasonable costs. We have also developed interactive HTML5 -based communication tools that allow us to provide seafarers with timely updates, monitoring their welfare and enhance the quality of services we provide. In parallel, we regularly update our cloud-based system to improve logistics intelligence, enabling us to manage growth and recruitment volumes with greater efficiency. While we believe these initiatives will help us address many of these challenges, failure to implement them could lead to crew shortages and a significant increase in operating costs, which may have a material adverse impact on our business.
Future Operations
In order to meet business goals, we must (a) execute efficiently our current business of crew management; and (b) continue to focus on new business development to acquire new agreements.
In order to raise sufficient funds to implement our business plan, we may have to find alternative sources of funds, from a 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.
We generated revenues of $602,378 and $572,709 for the three-month period ended March 31, 2025, and March 31, 2024 reflecting increased revenues of $29,669. The $29,669 increase came mainly as a result of higher agency fees. We have a Net Profit of $60,230 for the three-month period ended March 31, 2025, compared to a Net Profit of $77,113 for the three-month period ended March 31, 2024.
Our goal is to further improve our profitability over future quarters through targeted cost savings initiatives and revenue enhancement measures. Consistent with our cost savings measures, on May 13, 2024, our Vice President Stavros Galanakis and our Chief Operating & Technology Officer, Christodoulos Tzoutzakis, have agreed to reduce their salaries from $5,000 per month to $2,000 per month.
Results of Operations
Revenues
For the three-month periods ended March 31, 2025, and March 31, 2024, we generated $602,378 and $572,709 in total revenue, respectively, representing an increase in total revenue of $29,669 between the two periods, or 5.2%. The $29,669 increase came mainly as a result of higher agency fees.
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Cost of Revenue
For the three-month periods ended March 31, 2025, and March 31, 2024, we incurred $159,221 and $127,063, respectively, in total cost of revenue, representing an increase between the two periods of $32,157, or 25.3%. The increase in operating expenses comes mainly from higher agency fees costs.
Gross Profit
For the three-month periods ended March 31, 2025, and March 31, 2024, we generated $443,157 and $445,646 in gross profit, respectively, representing a decrease in gross profit of $2,489 between the two periods, or -0.6%.
Operating Expenses
For the three-month periods ended March 31, 2025, and March 31, 2024, we incurred $400,882 and $372,948, respectively, in total operating expenses, representing an increase in total operating expenses between the two periods of $27,934, or 7.5%. The increase in operating expenses comes from a combination of higher agency fees and other general costs.
Net Profit
For the three-month periods ended March 31, 2025, and March 31, 2024, we incurred a net profit of $60,230 and $77,137, respectively, representing a decrease in net profit of $16,883 between the two periods. This decrease in net profit is attributable to the increased operating expenses described above.
Liquidity, Capital Resources, and Off-Balance Sheet Arrangements
Liquidity is the ability of an enterprise to generate adequate amounts of cash to meet its needs for cash requirements. We had a working capital surplus during the three-month period ended March 31, 2025, of $446,454 compared to a surplus of $385,158 for the year ended December 31, 2024, which is calculated as current assets minus current liabilities.
Cash flows for the three-month periods ended March 31, 2025, and March 31, 2024
Net cash provided in operating activities was $33,927 for the three-month period ended March 31, 2025, compared to an outflow of $274,401 during the same period in 2024. This change was mainly attributable to the lower decrease of Other Payables during the first three months of 2025.
Net cash used in investing activities was $10,514, mainly deriving from the purchase of office equipment and software, and $4,689 for the three-month periods ended March 31, 2025, and March 31, 2024, respectively.
Net cash used for financing activities was $0 for three-month periods ended March 31, 2025, and March 31, 2024, respectively.
Cash Requirements
We believe our cash and cash equivalents, together with anticipated cash flow from operations will be sufficient to meet our working capital, and capital expenditure requirements for at least the next twelve months. We will require additional capital to implement our business development and fund our operations. In the event that our plans or assumptions change, we may need to raise additional capital sooner than expected.
Since the commencement of our crew management business, we have funded our operations primarily through equity financings. We expect that we will continue to fund our business through equity and debt financing, either alone or through strategic alliances. Additional funding may be unavailable 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 revenues to support us. If we raise additional capital through the issuance of equity or convertible debt securities, the percentage ownership held by our 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.
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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
On July 10, 2020, the Company entered into a rental lease agreement with the wife of Mr. Stavros Galanakis for its subsidiary in Vari, Greece. The term of the lease is from July 10, 2020, to December 31, 2021, with a fixed monthly rental payment. of 5,000€. Then on April 1, 2021, the rental lease agreement was modified with the new term beginning as of April 1, 2021, and ending on December 31, 2022, with a fixed monthly rental payment of 3,500€.
Then 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 December 31, 2024, with a fixed monthly rental of 1,000€.
In January 2023, the Company renewed the office lease for its subsidiary in Vari, Greece. The Company accounted for its new lease as an operating lease under the guidance of Topic 872. The new lease is 3,500€ per month, with no annual increase during the 8-year term. The Company used an incremental borrowing rate of 4.92% based on the average interest rate of corporate loans in Greece from the Bank of Greece. At the lease inception the company recorded a Right of Use Asset of $291,467 and a corresponding Lease Liability of $291,467.
In October 2024, the Company renewed the office lease for its subsidiary, Ultra Ship Management, in Vari, Greece. The Company accounted for its new lease as an operating lease under the guidance of Topic 842. The new lease is 1,000€ per month, with no annual increase during the 3-year term. The Company used an incremental borrowing rate of 4.98% based on the average interest rate of corporate loans in Greece from the Bank of Greece. At the lease inception the company recorded a Right of Use Asset of $34,377 and a corresponding Lease Liability of $34,377.
Total future minimum payments required under the lease agreements are as follows:
| ELVG Hellas | Ultra Mgmt. | Total | ||||||||||
| Amount | Amount | |||||||||||
| 2025 | 33,984 | 9,710 | 43,694 | |||||||||
| 2026 | 45,312 | 12,946 | 58,258 | |||||||||
| 2027 | 45,312 | 9,710 | 55,022 | |||||||||
| 2028 | 45,312 | 45,312 | ||||||||||
| Thereafter | 90,624 | 90,624 | ||||||||||
| Total undiscounted minimum future lease payments | 260,546 | 32,366 | 292,911 | |||||||||
| Less Imputed interest | (38,456 | ) | (2,727 | ) | (41,183 | ) | ||||||
| Present value of operating lease liabilities | $ | 222,089 | $ | 29,639 | $ | 251,729 | ||||||
| Disclosed as: | ||||||||||||
| Current portion | 34,385 | 11,469 | 45,855 | |||||||||
| Non-current portion | $ | 187,704 | $ | 18,170 | $ | 205,874 | ||||||
The Company recorded rent expenses of $14,197 and $14,662 for the three months ended March 31, 2025, and 2024, respectively.
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Outlook
The shipping industry and especially the crew management segments will likely continue to face increasing pressures, due to residual impacts from the COVID-19 pandemic, in addition to continued geopolitical instability related to the Ukraine conflict and the Red Sea crisis, among other geopolitical tensions. 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.
In connection with shipping industry pressures, 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.”
To address potential challenges arising from the ongoing conflict in Ukraine, our management team is actively evaluating alternative strategies to mitigate associated risks and disruptions.
The demand for our services is closely tied to the demand for maritime shipping, which are subject to broader economic cycles including the impact of inflation. Inflationary pressures may lead to material increases in our operating costs, which we may not be able to pass on to our clients, potentially affecting our profitability. Additionally, rising costs for our clients could result in payment delays for our services and accumulation of bad debt, although we actively monitor their customer credit behavior to minimize such incidents. Additionally, a prolonged deterioration in economic conditions could also have a material adverse effect on overall demand for our services.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable.
ITEM 4. 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 (“Exchange Act”), 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.
Framework used by Management to Evaluate the Effectiveness of Internal Control over Financial Reporting
As required by Section 404 of the Sarbanes-Oxley Act of 2002 and the related rule of the SEC, management assessed the effectiveness of our internal control over financial reporting using the Internal Control-Integrated Framework (2013) developed by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment and for the reasons described below, management concluded that our internal control over financial reporting was not effective as of March 31, 2025.
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Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rule 13a-15(f) under the Exchange Act. This rule defines internal control over financial reporting as a process designed by, or under the supervision of, the Company’s Chief Executive Officer and Chief Financial Officer, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP. Our internal control over financial reporting includes those policies and procedures that:
| ● | Refer to the upkeep of records which, with reasonable detail, accurately and fairly reflect our transactions and dispositions; |
| ● | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with U.S. GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of management and directors of the Company; |
| ● | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements; |
| ● | Provide reasonable assurance that any unauthorized cash transactions are detected and prevented; and |
| ● | Provide reasonable assurance that potential erroneous accounting entries are identified and corrected on a timely manner. |
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. In addition, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
Evaluation of Disclosure Controls and Procedures
In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable and not absolute assurance of achieving the desired control objectives. In reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. In addition, the design of any system of controls also is based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, a control may become inadequate because of changes in conditions or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
As required by the SEC Rules 13a-15(b) and 15d-15(b), we carried out an evaluation under the supervision and with the participation of our management, including our principal executive officer and principal financial officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based on the foregoing, our principal executive officer and principal financial officer concluded that our disclosure controls and procedures were not effective at the reasonable assurance level due to material weaknesses in internal controls over financial reporting (as described below).
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Deficiencies and Significant Deficiencies
A material weakness is a deficiency, or a combination of deficiencies, within the meaning of Public Company Accounting Oversight Board (“PCAOB”) Audit Standard No. 5, in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company’s annual or interim financial statements will not be prevented or detected on a timely basis. Management has identified the following material weaknesses which have caused management to conclude that as of March 31, 2025, 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 period ended March 31, 2025. 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.
Remediation of Deficiencies and Significant Deficiencies
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.
Additionally, we will continue to establish and implement proper processes and systems to remediate the deficiencies we have had, including preventive controls with the segregation of duties on main areas such as payroll, billing, cash recording, and IT control and detective controls involving account reconciliations on a monthly basis.
Changes in internal control over financial reporting
There were no changes in our internal control over financial reporting during the period ended March 31, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II - OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
We know of no material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.
ITEM 1A. RISK FACTORS
As a Smaller Reporting Company, we are not required to disclose risk factors.
Item 1B. Unresolved Staff Comments
None.
Item 1C. Cybersecurity
Risk management and strategy
Our Company is committed to continuously assessing cybersecurity risks, including the prevention, detection, and response to unauthorized actions within our information systems that may compromise the confidentiality, integrity, or availability of our data or systems. We are using Layer 7 firewall solutions which monitor all kind of web traffic and any kind of data leaks which may occur as well as a centralized automatic antivirus/antimalware/patch system in order to make sure that all servers and clients hold the latest patches in order to avoid security breaches. The Company has developed its own internal cloud system to avoid dependence on external parties and its email server is hosted on this cloud system; therefore, the Company is not relying to third party solutions that may have a negative impact on security and reliability of data. The Company’s data are stored daily on high quality magnetic tapes to ensure recovery in case of a serious malfunction. On a monthly basis, all the tapes are being transferred to a fireproof safe location and are replaced with new tapes.
As we grow, we plan to refine our cybersecurity strategy in line with global best practices and standards. Importantly, our Board receives regular updates from our Chief Operating & Technology Officer, Christodoulos Tzoutzakis, regarding potential cybersecurity risks and monitors these risks closely. All potential incidents, regardless of their materiality, are required to be reported immediately to the Board. To date, our proactive risk management has allowed us to navigate cybersecurity challenges without material impairment to our operations or financial condition.
Governance
Acknowledging the critical importance of cybersecurity, our management and Board are dedicated to maintaining the trust and confidence of our business partners and employees. This includes managing cybersecurity risks as an integral component of our overall risk management framework. While cybersecurity responsibility is shared across all employees, our Board plays a pivotal role in the oversight of our risk management processes, including cybersecurity threats. Our executive officers manage the day-to-day material risks we face, adopting a cross-functional approach to address cybersecurity risks by identifying, preventing, and mitigating cybersecurity threats and effectively responding to incidents when they occur.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
There were no sales of unregistered equity securities during the first quarter of 2025.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
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ITEM 6. EXHIBITS
| Exhibit No. | Description of Exhibit | |
| 31.1* | Certification of 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. | |
| 32.1* | Certification of Principal Executive Officer Pursuant to U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act Of 2002. | |
| 101.INS* | INLINE XBRL INSTANCE DOCUMENT. | |
| 101.SCH* | INLINE XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT. | |
| 101.CAL* | INLINE XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT. | |
| 101.DEF* | INLINE XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT. | |
| 101.LAB* | INLINE XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT. | |
| 101.PRE* | INLINE XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT. | |
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). |
| * | Filed herewith. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| ELVICTOR GROUP, INC. | ||
| Dated: May 15, 2025 | By: | /s/ Konstantinos Galanakis |
| Konstantinos Galanakis | ||
| Chief Executive and Financial Officer (Principal Executive Officer) | ||
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