THENABLERS, INC. : Unregistered Sale of Equity Securities, Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year (form 8-K)

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10/10/2019 | 11:20 pm

Item 3.02 Unregistered Sales of Equity Securities



On October 7, 2019, Thenablers, Inc. (the "Company") entered into four separate
"Series A Convertible Preferred Stock Purchase Agreement[s]" (the "Agreements"),
for exactly 80,000,000 shares of a newly designated Series A Preferred Stock, as
defined further in Item 5.03 below, in exchange for an aggregate purchase price
of $30,000.00 pursuant to Regulation S of the Securities Act of 1933, as
amended. Per the terms of the Agreements, these shares may not be converted for
one year after they are issued and shall automatically convert exactly 18 months
after the issuance of each share into a number of shares of Common Stock to be
determined based on the Company's performance. For more information, please
refer to the Designation included in Exhibit 3.1, attached hereto. The holders
of Series A Preferred Stock shall be entitled to vote with the shares of the
Company's Common Stock on any vote in which holders of the Common Stock are
entitled to vote and shall have voting rights equal to exactly one vote per
share of Series A Preferred Stock.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers



In order to promote the business by bringing in management with specific
knowledge in line with current business of the Company, Panagiotis Lazaretos,
Sotirios Foutsis, and Theofylaktos Petros Oikonomou shall resign as directors of
the Company. A copy of this filing has been furnished to Mr. Lazaretos, Mr.
Foutsis, and Mr. Oikonomou, who have provided no written correspondence in
response to the filing. There are no disputes or disagreements between the
resigning members of the board of directors and the Company. Panagiotis Tolis
shall remain as a member of the Board of Directors. As a final act of the
sitting board of directors, the following persons shall be appointed to the
Board of Directors:



Stavros Galanakis is the Founder and Chairman of Elvictor Group, which he
founded in 1977. Mr. Galanakis has been a ship owner and ship manager for over
20 vessels, primarily bulk carriers and chemical tankers. He is widely
recognized as a pioneer in the field of crewing, having set up the oldest crew
services company in Greece, and leading the exploration of new markets when it
comes to the supply of labor onboard. During his time with Elvictor Group, he
has offered unparalleled solutions to the crewing needs of some of the most
reputable ship owners in Greece and abroad, establishing himself as a highly
respectable member in the global shipping value network. For such reasons, he
was given the honor of the title of Consul General of the Republic of Maldives
from 1995 through 2017. His main role as Chairman of Elvictor Group is to
safeguard and maintain that all activities of the Group are deployed in purely
sustainable, robustly professional, and strictly ethical norms in relation to
client-driven activities, as well as ensuring the well-being and fair treatment
of seafarers. Mr. Galanakis studied at the University of Athens and is married
with three sons and currently resides in Athens, Greece.



Konstantinos Galanakis is currently the Chief Executive Officer of Elvictor
Group
, a leading crew management and maritime training service provider.
Following a thorough training in various universities and organizations with a
dedicated focus and personal interest in mergers and acquisitions, he joined
Elvictor Group in 2001. In his current capacity, he is responsible for
controlling cross-national operations of Elvictor Group's business units as well
as orchestrating the smooth inter-functional coordination of the Group's diverse
value chain activities. He is widely recognized as one of the pioneers in the
field of information technology applications in the field of shipping, and he is
fully committed to promoting the agenda of quality and safety onboard ships
while still maintaining an active interest in the field of mergers and
acquisitions. Mr. Galanakis has a B.B.A, and M.B.A., and master's degree in
Shipping. He is married with two children and currently resides in Athens,
Greece
.



Thoedoros Chouliaras is the Chief Financial Officer for Elvictor Group. He is an
economist by trade, with long-time experience in the banking and stock market
sectors, Corporate Finance, and mergers and acquisition structured deals. He has
worked as a banker and stockbroker both in the United Kingdom and Greek
financial institutions. Mr. Chouliaras is one of the founding members of Upgrade
London Ltd
, and their sister company Upmaritime London Ltd. He has served as a
President of the Board for Elvictor Group since 2007. In March of 2011, he
established the Institute of Maritime & Economic Studies in London, and since
March of 2013 he has been the President of the Steering Committee there.



Christodoulos Tzoutzakis is currently the Chief Technology Officer of Elvictor
Group
, a leading crew management and maritime training services provider. He
joined Elvictor Group in 2002, and in his current role he focuses on digital
transformation of the procedures of a company while refining procedures which
try to lower human error and provide customer satisfaction. His involvement with
a variety of projects has given him a wide knowledge base of the maritime
industry which makes him very versatile when coming up with solutions on how to
deal with the challenges found at the intersection of the maritime sector and
the human resources sector. Mr. Tzoutzakis has a bachelor's degree in Computer
Science and a master's degree in Information Management and Analytics. He is
married with two children and currently resides in Athens, Greece.






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Litigation




During the past ten years, none of the appointees have been the subject of the
following events:



1. A petition under the Federal bankruptcy laws or any state insolvency law
was filed by or against, or a receiver, fiscal agent or similar officer was
appointed by a court for the business or property of such person, or any
partnership in which he was a general partner at or within two years before the
time of such filing, or any corporation or business association of which he was
an executive officer at or within two years before the time of such filing;



2. Convicted in a criminal proceeding or is a named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses);



3. The subject of any order, judgment, or decree, not subsequently
reversed, suspended or vacated, of any court of competent jurisdiction,
permanently or temporarily enjoining him from, or otherwise limiting, the
following activities;



i) Acting as a futures commission merchant, introducing broker, commodity trading



advisor, commodity pool operator, floor broker, leverage transaction merchant,
any other person regulated by the Commodity Futures Trading Commission, or an
associated person of any of the foregoing, or as an investment adviser,
underwriter, broker or dealer in securities, or as an affiliated person,
director or employee of any investment company, bank, savings and loan
association or insurance company, or engaging in or continuing any conduct or
practice in connection with such activity;



ii) Engaging in any type of business practice; or



iii) Engaging in any activity in connection with the purchase or sale of any



security or commodity or in connection with any violation of Federal or
State securities laws or Federal commodities laws;





4. The subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any Federal or State authority barring, suspending or
otherwise limiting for more than 60 days the right of such person to engage in
any activity described in paragraph 3.i in the preceding paragraph or to be
associated with persons engaged in any such activity;



5. Was found by a court of competent jurisdiction in a civil action or by
the Commission to have violated any Federal or State securities law, and the
judgment in such civil action or finding by the Commission has not been
subsequently reversed, suspended, or vacated;



6. Was found by a court of competent jurisdiction in a civil action or by
the Commodity Futures Trading Commission to have violated any Federal
commodities law, and the judgment in such civil action or finding by the
Commodity Futures Trading Commission has not been subsequently reversed,
suspended or vacated;



7. Was the subject of, or a party to, any Federal or State judicial or
administrative order, judgment, decree, or finding, not subsequently reversed,
suspended or vacated, relating to an alleged violation of:



i) Any Federal or State securities or commodities law or regulation; or



ii) Any law or regulation respecting financial institutions or insurance



companies including, but not limited to, a temporary or permanent injunction,
order of disgorgement or restitution, civil money penalty or temporary or
permanent cease-and-desist order, or removal or prohibition order, or



iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection



with any business entity; or





8. Was the subject of, or a party to, any sanction or order, not
subsequently reversed, suspended or vacated, of any self-regulatory organization
(as defined in Section 3(a)(26) of the Exchange Act (15 U.S.C. 78c(a)(26))), any
registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act
(7 U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or
organization that has disciplinary authority over its members or persons
associated with a member.



Material Plans, Contracts or Other Arrangements



There are currently no material plans, contracts or other arrangements with the
new appointees.






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Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year



On October 8, 2019, the Company filed with the Secretary of State for the State
of Nevada
an Amendment to the Company's Articles of Incorporation. The only
purpose of this amendment was to designation 80,000,000 shares of Series A
Preferred Stock, with rights and obligations as described in the Designation,
attached hereto as Exhibit 3.1.

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