OTC: ELVG
Elvictor Group, Inc.CIK 0001741489 · Management Consulting Services
We were incorporated in Nevada on November 3, 2017 under the name of Thenablers, Inc. (“Thenablers”). We initially operated as an international business development organization with a focus on design and execution of market strategies for our clients. In October 2019, Konstantinos Galanakis, our… About this business →
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About Elvictor Group, Inc.
Source: Item 1 (Business) from the 10-K filed April 6, 2026. Description as filed by the company with the SEC.
Item 1. Business
Overview
We were incorporated in Nevada on November 3, 2017 under the name of
Thenablers, Inc. (“Thenablers”). We initially operated as an international business development organization with a focus
on design and execution of market strategies for our clients. In October 2019, Konstantinos Galanakis, our Chief Executive Officer, Stavros
Galanakis, our Vice President/Chairman of the Board, Christodoulos Tzoutzakis, our Chief Operating/ Technology Officer, and Theodoros
Chouliaras, our then Chief Financial Officer were appointed as our directors, at which time all of our then directors resigned (Panagiotis
Lazaretos, Sotirios Foutsis, and Theofylaktos Petros Oikonomou). Our change in management was adopted to promote, operate and expand our
new business with management specific knowledge of crew management services to vessels around the world. In connection with these management
changes, Thenablers issued Konstantinos Galanakis, Stavros Galanakis, Aikaterini Galanaki and Theodoros Chouliaras an aggregate of 80,000,000
shares of newly designated “Series A Convertible Preferred Stock” (the “80,000,000 Shares) in exchange for an aggregate
purchase price of $30,000; additionally, Thenablers transferred all of Elvictor Crew Management Ltd.’s business to us , including
all existing crew management contracts, the transfer of which began in the fourth quarter of 2020 and concluded at the end of 2021. On
July 7, 2020, the Company entered into a Settlement Agreement and Release with the holders of the Series A Preferred Stock, Konstantinos
Galanakis and Stavros Galanakis, having 46,702,857 and 33,297,143 shares each, respectively (the “Preferred Holders”), whereby
the Preferred Holders agreed to cancel all shares of Series A Preferred in exchange for 95% of the common stock held as an aggregate of
the holdings of the founding shareholders plus the shares to be issued to the Preferred Holders the earliest of a) the Company showing
pro forma 12 month revenues in excess of $3,000,000; b) the successful raising of funds through equity or debt in excess of $10,000,000;
or 9 months from the date of execution (the “Settlement Agreement”). The Settlement Agreement is further conditioned upon
the execution of a non-compete agreement between the Company and the Preferred Holders preventing them from competing in crew and ship
management. In conjunction therewith, on April 8, 2021, the Company issued 750,918 common stock shares to the holders of the Series A
Preferred Stock pursuant to the July 7, 2020, Settlement Agreement, and further to the conversion of those preferred stock shares to common
stock shares. Specifically, 434,621 restricted common stock shares were issued to Konstantinos Galanakis, 312,543 restricted common stock
shares were issued to Stavros Galanakis, and 3,755 restricted common stock shares were issued to Theofanis Anastasiadis.
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On November 5, 2019, Konstantinos Galanakis was
appointed as our Chief Executive Officer and Stavros Galanakis as our Chairman of our Board of Directors.
On December 13, 2019, by a shareholder consent
vote, our name was changed from “Thenablers, Inc.” to “Elvictor Group, Inc.” with the Nevada Secretary of State.
On February 27, 2020, upon receipt of FINRA’s approval, our trading symbol in the OTC Pink Open Market was changed to “ELVG.”
On August 8, 2020, we formed a wholly owned subsidiary
in Vari, Greece, Elvictor Group Hellas Single Member SA., which provides us with back-office services and its crew management subsidiaries
pertaining to human resources issues, agreements, tax and other accounting advice, and administrative support.
In September 2020, we began our business operations
to provide crew management services to vessels around the world. In October 2021, we acquired 100% of the outstanding equity interests
of Ultra Shipmanagement, Inc., a Marshall Islands company (“Ultra Shipmanagement”) owned by Messrs. Konstantinos Galanakis
and Stavros Galanakis in return for our payment of $2,500, upon which Ultra Shipmanagement, Inc. became our wholly owned subsidiary to
offer ship management services. On January 10, 2022, we formed a wholly owned subsidiary in Cyprus, ELVG Crew Management Limited, which
provides crew management services.
In January 2022, we established our wholly owned
subsidiary, ELVG Crew Management Ltd, incorporated in Cyprus, to facilitate our crew management operations.
On December 23, 2024, we have announced that we
have entered into an engagement agreement with CIM Securities, LLC, a FINRA member broker-dealer as the Managing Placement Agent to raise
up to $7,000,000 in a Regulation D, Rule 506(c) offering open only to verified accredited investors and subject to securing a Lead Investor.
The financing would be used to purchase a bulker vessel, most likely a “Handy size” type of vessel with a deadweight tonnage
ranging from 30,000 to 40,000 tons with an age of approximately five to eight years. We estimated that the total vessel cost will range
between $20,000,000 to $22,000,000 while the overall equity participation would be between $5,500,000 and $6,500,000, including initial
working capital costs. We plan to use any excess amount for working capital and revenue expanding measures. We plan to continue our crew
and ship management services and (subject to adequate financing) plan to expand in Turkey and other countries. By integrating our operations
into ship ownership, we will attempt to develop diversified revenue streams. There are no assurances that we will secure the financing
required or be successful in any of the foregoing plans.
On January 30, 2026, our Board of Directors and
Majority Stockholder approved a 1-for-500 reverse stock split of our authorized, issued, and outstanding common stock, par value $0.0001
per share (the “Common Stock”). To effectuate the Reverse Stock Split, we filed a Certificate of Change with the Secretary
of State of the State of Nevada. Pursuant to Nevada Revised Statutes Section 78.209, the Reverse Stock Split did not require a change
to the Company’s authorized share capital, which remains at 700,000,000 Common Stock Shares. On March 16, 2026, the Financial Industry
Regulatory Authority (“FINRA”) published the Reverse Stock Split on its Daily List. The Reverse Stock Split became effective
for trading purposes on the OTC Markets at the opening of business on March 17, 2026.
1
Our
Current Business
We currently manage over 2,000 seafarers of five
different nationalities who are aboard bulk carriers and tankers. We are able to provide a full complement of crew, covering both ratings
and officers, as well as specialized seafarers such as cooks, electricians, fitters, and other technical specialists. Through our recruitment,
training, and performance-management systems, we seek to supply ship owners with qualified, safety-certified personnel capable of meeting
the operational, technical, and regulatory requirements of modern maritime transportation.
Our Services
Crewing and Crew Management Services
Crewing is a key ship management service and is
defined as 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 various types of
crew management activities, including sourcing and preliminary screening of seafarers, the matching of crew members with ship owning companies,
and submission of employment proposals. We also direct seafarers to health clinics, record in our databases the results of their medical
examinations thereby helping verify that the seafarers are fit and ready to perform their assignments. We also maintain 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 their 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, we are obligated to comply with data privacy regulations in the United States, as well as the General
Data Protection Regulation (“GDPR”) of the EU.
We brief the seafarers on the details of their
new assignment to ensure their familiarization with their respective tasks, after which we make 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 other issues.
For each of the aforementioned services, we charge
our 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 our revenues are recognized 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 we act 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, our wholly owned subsidiary party based in Cyprus
and which we formed in January 2022. In April 2022, we reduced the amount of crewing and crew management services that we outsource by
providing such services directly through our subsidiaries.
Ship Management Services
Ship management services include technical and
financial fleet management, crew management and procurement process, as well as compliance with quality and safety standards, as follows:
●
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.
2
We intend to expand our services by also providing
ship management services. In furtherance of this plan, we acquired Ultra Shipmanagement from Stavros Galanakis and 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. 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 advertising resources. Our current and potential competitors may be able to expand into
markets in which we and our subsidiaries currently operate, and we 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 such competitors 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 through:
(i)
Our access to 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 larger ship owning companies;
(iii)
Our crew management platform designed to allow our personnel to collaborate with different cultures in 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 (ESG stands for Environmental, Social and Governance or sustainability, which is about how a company’s products and services contribute to sustainable development) requirements.
As we grow our operations and venture into new
products and solutions, we anticipate that competitive pressures will increase, particularly from established firms that find our solutions
disruptive.
Government Regulation
We are subject to numerous laws and regulations
in the United States, Europe 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. 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 regulations 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 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 us, as a whole.
For example, if we begin to provide ship management services, we may fall under certain shipping regulations.
3
Employees and Consultants
As of December 31, 2025, we had 25 full time employees,
not including our Chief Executive Officer and our Chairman of the Board of Directors.