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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026

☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Commission file number 000-56508

ELVICTOR GROUP, INC.

(Exact name of registrant as specified in its charter)

Nevada		82-3296328
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

Vassileos Constantinou 79
Vari, Attiki, Greece		16672
(Address of principal executive offices)		(Zip Code)

(877) 374-4196

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the issuer (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically, if any, every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No.

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	☐	Accelerated filer	☐
Non-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 is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock		ELVG		OTC Pink Market

As of May 20, 2026, there were 828,914 shares of common stock, par value $0.0001 per share, issued and outstanding.

ELVICTOR GROUP, INC.

TABLE OF CONTENTS

		Page
	PART I - FINANCIAL INFORMATION

Item 1.	Financial Statements
	Unaudited Condensed Consolidated Balance Sheets as of March 31, 2026, and December 31, 2025 (Audited)	1
	Unaudited Condensed Consolidated Statements of Operations for the three months ended March 31, 2026, and 2025	2
	Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended March 31, 2026, and 2025	3
	Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended March 31, 2026, and 2025	4
	Notes to the Unaudited Condensed Consolidated Financial Statements	5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19

	PART II - OTHER INFORMATION	22

Item 1.	Legal Proceedings	22
Item 1A.	Risk Factors	22
Item 1B.	Unresolved staff comments	22
Item 1C.	Cybersecurity	22
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3.	Defaults Upon Senior Securities	22
Item 4.	Mine Safety Disclosures	22
Item 5.	Other Information	22
Item 6.	Exhibits	23

Signatures		24

ELVICTOR GROUP, INC

Unaudited Condensed Consolidated Balance Sheets

ASSETS	March 31, 2026			December 31, 2025 Audited
Current Assets
Cash	$	125,985		$	490,974
Accounts Receivable		643,757			411,158
Other Receivables		26,565			19,478
Prepaid expenses and other current assets		50,626			57,557
Total Current Assets		846,933			979,167

Non-current Assets
ROU Asset - Related Party		218,609			237,093
Intangible Assets, Net		54,288			60,925
Office Equipment, net		12,579			13,502
Other Receivables - Related Party		1,622,147			743,853
Total Non-current Assets		1,907,623			1,055,373

Total Assets	$	2,754,556		$	2,034,540
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current Liabilities
Accounts Payable	$	96,655		$	40,000
Trade Accounts Payable		228,961			209,126
Trade Accounts Payable - Related Parties		231,087			176,407
Other Payables		1,182,606			707,331
Lease Liability - Current - Related Parties		51,054			51,752
Accrued and Other Liabilities		206,845			203,164
Due to related party		97,106			104,345
Total Current Liabilities		2,094,314			1,492,125

Long-term Liabilities
Lease Liability - Non-Current - Related Parties		167,555			185,341
Total Long-term Liabilities		167,555			185,341

Total Liabilities		2,261,869			1,677,466

Stockholders’ Equity
Common stock, par value $0.0001; 700,000,000 common shares authorized; 828,914 common shares issued and outstanding both at March 31, 2026 and December 31, 2025		83			83
Additional paid in capital		45,195,396			45,195,396
Accumulated deficit		(44,702,792	)		(44,838,405	)
Total Stockholders’ Equity		492,687			357,074

Total Liabilities and Stockholders’ Equity	$	2,754,556		$	2,034,540

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

ELVICTOR GROUP, INC

Unaudited Condensed Consolidated Statement of Operations

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025

Gross Revenue	$	815,428		$	475,157
Net Revenue		169,594			127,221
Total Revenue		985,022			602,378

Less: Cost of Revenue		373,571			144,781
Cost of Revenue - Related Party		11,560			14,440
Total Cost of Revenue		385,131			159,221

Gross Profit		599,891			443,157
Operating expenses
Professional fees		94,683			61,915
Salaries		277,135			253,035
Rent -Related Party		15,809			14,197
Depreciation and Amortization		16,458			13,977
Other general and administrative costs		44,584			57,758

Total operating expenses		448,669			400,882

Profit from operations		151,222			42,275

Foreign Currency Translation Adjustment		(6,640	)		6,844
Other Income		1,235			20,734
Total other income		(5,405	)		27,578

Net Income before income tax	$	145,817		$	69,853

Provision for income taxes		10,204			9,623

Net Income	$	135,613		$	60,230

Net Income Per Common Stock - basic and fully diluted	$	0.18		$	0.00
Weighted-average number of shares of common stock outstanding - basic and fully diluted		828,914			828,914

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

ELVICTOR GROUP, INC

Unaudited Condensed Consolidated Statement of Cash Flows

	For the Three Months Ended March 31, 2026			For the Three Months Ended March 31, 2025
Cash Flows from Operating Activities
Net Income	$	135,613		$	60,230
Adjustments to reconcile net income to net cash provided by/(used in) operating activities
Depreciation		3,225			2,301
Amortization		13,233			11,676
Amortization of ROU Asset		18,484			62,143
Changes in assets and liabilities
Accounts Receivable		(232,599	)		(67,786	)
Other Receivables		(7,087	)		(10,007
Other Receivables - Related Party		(878,295	)		22,490
Prepaid expenses and other current assets		6,931			(26,496
Accounts Payable		56,655			12,172	)
Trade Accounts Payable		19,835			55,957
Trade Accounts Payable - Related Party		54,680			25,803	)
Other Payables		475,275			(22,887	)
Accrued and Other Liabilities		3,682			(39,824
Lease Liability		(18,484	)		(62,143	)
Due to related party		(7,239	)		10,298	)
Net cash provided by/(used in) operating activities		(356,091	)		33,927

Cash Flows from Investing Activities
Office Equipment		(2,302	)		(3,655	)
Software		(6,596	)		(6,859	)
Net cash used in investing activities		(8,898	)		(10,514	)

Net Increase/(Decrease) in Cash		(364,989	)		23,413

Cash at beginning of period		490,974			101,089
Cash at end of period	$	125,985		$	124,502

Supplemental Cash Flow Information:
Cash paid for:
Income Taxes	$	-		$	-

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

ELVICTOR GROUP, INC

Unaudited Condensed Statement of the Changes in Stockholders’ Equity

	Three Months Ended March 31, 2026
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, January 1, 2026		828,914	$	83	$	45,195,396	$	(44,838,405	)	$	357,074
Net Income		-		-		-		135,613			135,613
Balance, March 31, 2026		828,914	$	83	$	45,195,396	$	(44,702,792	)	$	492,687

	Three Months Ended March 31, 2025
	Common Stock				Additional Paid-in		Accumulated			Total Stockholders’
	Shares		Amount		Capital		Deficit			Equity
Balance, January 1, 2025		828,914	$	83	$	45,195,396	$	(44,662,684	)	$	532,795
Net Income		-		-		-		60,230			60,230
Balance, March 31, 2025		828,914	$	83	$	45,195,396	$	(44,602,454	)	$	593,025

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

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 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.

On January 30, 2026, the Company completed a 1-for-500 reverse stock split of its issued and outstanding common stock.

The total number of authorized shares of common stock was not adjusted as a result of the Reverse Stock Split. Accordingly, the authorized share count remained at 700,000,000 shares of common stock, $0.001 par value per share.

All share and per share data presented in these consolidated financial statements and accompanying notes, including earnings per share and weighted-average shares outstanding, have been retroactively adjusted to reflect the Reverse Stock Split for all periods presented, in accordance with ASC 260-10-55-12.

The accompanying unaudited condensed consolidated financial statements have been prepared on a going-concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred substantial operating losses in prior periods up to December 31, 2025 and had a working capital deficit as of March 31, 2026. While the Company generated net income of $135,613 for the three-month period ended March 31, 2026, and total stockholders' equity increased to $492,687, management has determined that the accumulated deficit and working capital deficit continue to raise substantial doubt about the Company's ability to continue as a going concern for a period of twelve months from the date these financial statements are issued.

In response to these conditions, management has developed and is actively executing a plan intended to alleviate substantial doubt. The principal elements of management’s plan are as follows:

(i)

Revenue Growth: During the first quarter of 2026, the Company entered into nine new crew management contracts with a shipping client, with billing commencing in Q1 2026. These contracts represented a material improvement to the Company’s revenue base and represent an addition to the Company's revenue base. Management continues to pursue additional contracts with counterparties that it believes may contribute to the Company's revenues during the twelve-month assessment period.

(ii)

Cost Rationalization: The Company is implementing an operational enhancement program, which may include the use of technology-based tools, that it believes could result in a reduction in operating costs. There can be no assurance that such initiatives will achieve the anticipated results or that any cost reductions will be realized within the timeframes currently contemplated by management.

(iii)

Balance Sheet and Liquidity Position: As of the date of issuance of these financial statements, the Company carries no debt obligations. Management believes this debt-free capital structure materially reduces the risk of a near-term liquidity shortfall.

(iv)

Additional Capital: Management is actively pursuing additional capital through equity and other financing arrangements. The proceeds of any such capital raise are intended to diversify the Company’s revenue base, through the expansion into new geographical markets and broadening of the Company’s portfolio of services, enhance working capital, and further reduce the risk of liquidity shortfall during the twelve-month period following the issuance of these financial statements.

While management believes the foregoing plans are reasonable and achievable, there can be no assurance that these plans will be successfully executed or that the Company will generate sufficient revenues or obtain sufficient capital to continue as a going concern. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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, 2026, and the results of operations and cash flows for the interim periods ended March 31, 2026, and 2025, 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, 2025, included in the Company’s Annual Report on Form 10-K, as filed with the Securities and Exchange Commission on April 6, 2026. Operating results for the three months ended March 31, 2026, are not necessarily indicative of the results that may be expected for the full year ending December 31, 2026.

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, 2026, 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.

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, 2026, 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 March 31, 2026. 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 3 years.

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 five years.

Fair Value of Financial Instruments

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

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 Per Share

Basic income per share is calculated by dividing the Company’s net income 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, 2026 and 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.

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, 2026, 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, 2026, the Company has trade accounts receivable of $643,757, Other Receivables of $26,565, and Other Receivables from Related Parties of $1,622,147.

NOTE 4 – INTANGIBLE ASSETS

As of March 31, 2026, and December 31, 2025, Intangible assets consisted of the following:

	Useful life	March 31, 2026			December 31, 2025
At cost:
Software platform	5 years	$	210,000		$	210,000
Software Programs	3 years		37,132			30,537

Less: accumulated amortization			(192,844	)		(179,612	)
		$	54,288		$	60,925

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 7,000,000 restricted common shares for the purchase of license software, equal to the aggregate of $210,000 at the stated value of $0.03 per share.

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 $0.03, the FMV that the shares were trading as of January 3, 2022. The total value of $210,000 was amortized over its useful life of 5 years and the amortization began on January 1, 2022. Intangible assets are measured initially at cost. After initial recognition, an entity usually measures an intangible asset at cost less accumulated amortization.

Additionally, the Company has acquired software programs with an overall initial cost of $6,596 during the three-month period ended March 31, 2026.

Amortization of intangible assets attributable to future periods is as follows:

Schedule of Amortization of intangible assets

Year ending December 31:	Amount
2026		40,164
2027		10,558
2028		3,566
	$	54,288

The accumulated amortization of Intangible assets is $192,844 and $179,612 as of March 31, 2026, and December 31, 2025, respectively.

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 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. The agreement was terminated in the first quarter of 2022; a new agreement was signed in April 2025 for the provision of accounting and back-office services as well as general HR advisory and crewing support services. A total amount of $0 has been expensed for the related party, Elvictor Crew Management Services Ltd, as of March 31, 2026, for the cost of services sold, included in the Cost of Revenue- Related Party. As of March 31, 2026, the Company has other receivables - related party of $1,622,147 from Elvictor Crew Management Ltd Cyprus compared to $743,853 as of December 31, 2025. During the first three months of 2026, the Company secured nine new crew management contracts. In connection with the onboarding and commencement of these contracts, the Company advanced funds and assumed certain operating costs and liabilities on behalf of Elvictor Crew Management Services Ltd, through which those crew management services were delivered. These advances and assumed obligations, totaling $878,294, explain the increase to the receivable. Those amounts are expected to be recovered through intercompany settlements as the nine contracts generate revenue over the next 12 to 24 months.

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, 2026, the latter provided manning services to the Company of $29,518 included in the Cost of Revenue – Related Party and Net Revenue, while as of March 31, 2026 the Company had a liability of $11,845 compared to a liability of $25,474 as of December 31, 2025.

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, 2026, the Company incurred $34,767 in Cost of Goods Sold that offset Net Revenue, and the amount due to Qualiship Georgia Ltd as of March 31, 2026, was $216,240 included under Trade Accounts Payable – Related Party compared to an amount equal to $164,562 as of December 31, 2025.

On September 11, 2020, the Company entered into a Manning Agency Agreement with Elvictor Odessa. During the period ended March 31, 2026, the latter provided manning services to the Company of $3,550, included in the Cost of Revenue – Related Party and Net Revenue, and amount due to Elvictor Odessa as of March 31, 2026, was $20 included under Trade Accounts Payable – Related Party compared to an amount equal to $0 as of December 31, 2025.

As disclosed in Note 4 above, the Company entered into an agreement with Seatrix Software Production Single Member S.A. to provide software development services. The Company has a balance of $10,156 due for the three months ended March 31, 2026, and as of December 31, 2025.

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 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
2026	$	36,086		$	10,310		$	46,397
2027		48,115			10,310			58,425
2028		48,115						48,115
2029		48,115						48,115
Thereafter		48,115						48,115
Total undiscounted minimum future lease payments		228,547			20,621			249,168
Less Imputed interest		(29,232	)		(1,327	)		(30,559	)
Present value of operating lease liabilities	$	199,315		$	19,294		$	218,609
Disclosed as:
Current portion		38,308			12,746			51,054
Non-current portion	$	161,007		$	6,549		$	167,555

The Company recorded rent expenses of $15,809 and $14,197 for the three months ended March 31, 2026, and 2025, respectively.

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 $1,182,606 as of March 31, 2026, compared to $707,331 as of December 31, 2025.

NOTE 8 – STOCKHOLDERS’ EQUITY

Issuance of Common Stock

The Company has 700,000,000, ($0.0001 par value) authorized shares of common stock. On March 31, 2026, there were 828,914 common shares issued and outstanding, respectively.

On January 30, 2026, the Company completed a 1-for-500 reverse stock split of its issued and outstanding common stock.

NOTE 9 – COMMITMENTS AND CONTINGENCIES

NOTE 10 – INCOME TAXES

As of March 31, 2026, the Company has available for federal income tax purposes a net operating loss carry forward of approximately $807,965 that may be used to offset future taxable income. The company has provided a valuation reserve against the full amount of the net operating loss benefits, since in the opinion of management based upon the earnings history of the Company, it is more likely than not that the benefits will not be realized.

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.

The Company has decreased the valuation allowance by $51,019 from $220,692 as of December 31, 2025 to $169,673 as of March 31, 2026. We have adopted the provision of ASC 740-10-25, which provides recognition criteria and a related measurement model for uncertain tax positions taken or expected to be taken in income tax returns. ASC 740-10-25 requires that a position taken or expected to be taken in a tax return be recognized in the financial statements when it is more likely than not that the position would be sustained upon examination by tax authorities. Tax positions that meet the more likely than not threshold is then measured using a probability weighted approach recognizing the largest amount of tax benefit that is greater than 50% likely of being realized upon ultimate settlement. The Company had no tax positions relating to open income tax returns that were considered to be uncertain.

Net deferred tax assets consist of the following components as of March 31, 2026 and December 31, 2025

	2026			2025

Deferred tax assets:
Bad debt Expense	$	-		$	-
NOL Carryover	$	169,673		$	220,692

Sub Total	$	169,673		$	220,692
Valuation Allowance	$	(169,673	)	$	(220,692	)
Net Deferred Tax Asset	$	-		$	-

The provision for income taxes consists of the following:
	March 31,		December 31,
	2026		2025
Current:
Federal	$	10,204	$	3,436
State		-		-
Foreign - Current		-		6,187
Foreign - Prior Year				-
Total current tax provision	$	10,204	$	9,623
Deferred:
Federal		-		-
State		-		-
Foreign		-		-
Total deferred benefit		-		-
Total provision for income tax	$	10,204	$	9,623

NOTE 11 – SEGMENTS

The Company operates and manages its business as one reportable and operating segment as a provider of crew management, training and software creation services. The measure of segment assets is reported on the balance sheet as total assets.

The Company’s CODM reviews financial information presented and decides how to allocate resources based on net income. Net income is used for evaluating financial performance.

Revenue from crew management, 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 following table presents our revenue categories reviewed by our CODM.

	March 31,		March 31,
	2026		2025
Revenue
Gross Revenue	$	815,428	$	475,157
Net Revenue		169,594		127,221
Total Revenue	$	985,022	$	602,378

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. The following table presents the significant segment expenses reviewed by our CODM.

	March 31,		March 31,
	2026		2025
Operating expenses
Professional fees	$	94,683	$	61,915
Salaries		277,135		253,035
Rent -Related Party		15,809		14,197
Depreciation and Amortization		16,458		13,977
Other general and administrative costs		44,584		57,758
Total operating expenses	$	448,669	$	400,882

NOTE 12 – SUBSEQUENT EVENT

The Company has evaluated events subsequent to March 31, 2026, and through the date of this filing and has determined that there are no material subsequent events to these unaudited condensed consolidated financial statements.

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 2,000 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.

Known Trends, Demands, Commitments, Events or Uncertainties Impacting Our Business

The shipping industry operates in a complex global environment shaped by geopolitical instability, evolving regulatory frameworks, and ongoing logistical challenges. Geopolitical tensions, including the conflict in Ukraine and the crisis in the Red Sea, have disrupted critical shipping lanes, increased transit times and costs, and forced rerouting away from the Suez Canal. Trade policy uncertainty, including recent U.S. tariffs on Chinese goods, has introduced volatility and potential slowdowns in global shipping volumes. 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.

Crew availability remains a significant operational challenge. An aging maritime workforce, combined with intensifying competition for qualified seafarers, has shifted wage dynamics and increased vessel operating costs. Requests for shorter contract durations and more frequent crew changes further add to the logistical complexity and cost of crew management. These pressures are compounded by the broader impact of global inflation.

To address these challenges, the Company has implemented both short and long-term strategies, including proactive scheduling and recruitment through a cloud-based HR system with analytics designed to monitor key maritime industry trends. The Company is building a pipeline of qualified seafarers by accelerating promotions, expanding cadetship programs, and increasing cadet placements onboard vessels, with participants on track for promotion to junior officer positions. The Company has also developed interactive communication tools to provide seafarers with timely updates and welfare monitoring. The Company regularly updates its logistics systems to manage recruitment and growth volumes more efficiently. Failure to successfully implement these initiatives could result in crew shortages and materially increased operating costs, which may have a material adverse effect on the Company's business.

Results of Operations

Revenues

For the three-month periods ended March 31, 2026, and March 31, 2025, we generated $985,022 and $602,378 in total revenue, respectively, representing an increase in total revenue of $382,644 between the two periods, or 63.5%. The increase came mainly as a result of higher gross revenues from crew management services.

Cost of Revenue

For the three-month periods ended March 31, 2026, and March 31, 2025, we incurred $385,131 and $159,221, respectively, in total cost of revenue, representing an increase between the two periods of $225,910, or 141.9%. The increase in cost of revenue is primarily attributable to higher direct service costs associated with the increased volume of crew management activity.

Gross Profit

For the three-month periods ended March 31, 2026, and March 31, 2025, we generated $599,891 and $443,157 in gross profit, respectively, representing an increase in gross profit of $156,734 between the two periods, or 35.4%.

Operating Expenses

For the three-month periods ended March 31, 2026, and March 31, 2025, we incurred $448,670 and $400,882, respectively, in total operating expenses, representing an increase in total operating expenses between the two periods of $47,788, or 11.9%. The increase in operating expenses comes from a combination of higher professional fees and salary costs, partially offset by lower other general and administrative costs.

Net Profit

For the three-month periods ended March 31, 2026, and March 31, 2025, we generated a net profit of $135,613 and $60,230, respectively, representing an increase in net profit of $75,383 between the two periods. This increase in net profit is attributable to the higher gross revenues and improved gross profit 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 deficit during the three-month period ended March 31, 2026, of $(1,247,381) compared to a deficit of $(512,958) for the year ended December 31, 2025, which is calculated as current assets minus current liabilities.

Cash flows for the three-month periods ended March 31, 2026, and March 31, 2025

Net cash used in operating activities was $356,091 for the three-month period ended March 31, 2026, compared to an inflow of $33,927 during the same period in 2025. This change was mainly attributable to the significant increase in Other Receivables — Related Party and Accounts Receivable during the first three months of 2026.

Net cash used in investing activities was $8,898, mainly deriving from the purchase of office equipment and software, and $10,514 for the three-month periods ended March 31, 2026, and March 31, 2025, respectively.

Net cash used for financing activities was $0 for the three-month periods ended March 31, 2026, and March 31, 2025, 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.

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

Total future minimum payments required under the lease agreements are as follows:

	ELVG Hellas			Ultra Mgmt.			Total
	Amount						Amount
2026	$	36,086		$	10,310		$	46,397
2027		48,115			10,310			58,425
2028		48,115						48,115
2029		48,115						48,115
Thereafter		48,115						48,115
Total undiscounted minimum future lease payments		228,547			20,621			249,168
Less Imputed interest		(29,232	)		(1,327	)		(30,559	)
Present value of operating lease liabilities	$	199,315		$	19,294		$	218,609
Disclosed as:
Current portion		38,308			12,746			51,054
Non-current portion	$	161,007		$	6,549		$	167,555

The Company recorded rent expenses of $15,809 and $14,197 for the three months ended March 31, 2026, and 2025, respectively.

Outlook

The shipping industry and especially the crew management segments will likely continue to face increasing pressures.due to continued geopolitical instability related to the Ukraine conflict and the Red Sea crisis. 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.”

Our management team is assessing alternative plans to mitigate potential challenges arising from the ongoing war in the Ukraine, among other things.

The impact of the conflict involving Iran, the United States, and Israel, which has disrupted maritime traffic through the Strait of Hormuz and the Persian Gulf, contributed to sharp increases in energy prices and war risk insurance premiums, and resulted in direct threats to commercial vessels and seafarers operating in the region; the conflict has also prompted the Houthis to resume attacks on commercial shipping in the Red Sea and Gulf of Aden, further compounding operational risks and rerouting costs for vessels serving our clients. Our management monitors closely the situation and is ready to proceed to all required actions in order to safeguard our operations and revenue.

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 in material increases to our operating costs that we may not be able to fully transfer to our clients thus affecting our potential profitability. Additionally, increase in operating costs of our clients may lead to delays in payments for our services and accumulation of bad debt, although 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 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, 2026.

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).

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, 2026, our internal controls over financial reporting were not effective at the reasonable assurance level:

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, 2026. 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.

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, 2026 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material, existing or pending legal proceedings against 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 2026.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

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.

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 20, 2026	By:	/s/ Konstantinos Galanakis
		Konstantinos Galanakis
		Chief Executive and Financial Officer (Principal Executive Officer)

Elvictor Group, Inc. 10-Q