ITEM 1
BUSINESS
As used herein the terms “Company,” “we,” “our,” and “us” refer to Arvana Inc., its subsidiaries, and
its predecessor, unless context indicates otherwise.
FORWARD-LOOKING STATEMENTS
The information in this Annual Report on Form 10-K contains forward-looking statements. These
forward-looking statements involve risks and uncertainties, including statements regarding our capital
needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties
regarding our planned business, availability of funds, government regulations, common share prices,
operating costs, capital costs, our ability to deploy our planned business and generate revenues and other
factors. Any statements contained herein that are not statements of historical facts may be deemed to be
forward-looking statements. In some cases, you can identify forward-looking statements by terminology
such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable terminology. These statements
are based on certain assumptions and analyses made by our management in light of its experience and its
perception of historical trends, current conditions and expected future developments as well as other
factors they believe are appropriate in the circumstances. Actual events or results may differ materially. In
evaluating these statements, you should consider various factors, including the risks outlined below, and,
from time to time, in other reports we file with the Securities and Exchange Commission (the
“Commission”). These factors may cause our actual results to differ materially from any forward-looking
statement. We disclaim any obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. Given these uncertainties, readers are
cautioned not to place undue reliance on such forward-looking statements.
Overview
The Company was incorporated in the State of Nevada on June 16, 1977 as “Turinco, Inc.” to engage in
any legal undertaking. On July 24, 2006, the shareholders approved a change of the Company’s name
from “Turinco, Inc.” to Arvana Inc. to reflect the acquisition of Arvana Networks, Inc. and the decision to
operate a telecommunications business. We discontinued efforts related to our telecommunications
business as of December 31, 2009. We have since been in the process of seeking out other business
opportunities.
Our office is located at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111, and our telephone
number is (801) 232-7395. Our registered agent is JAD Communications LLC. 5209 West Gowan Road,
Las Vegas, Nevada 89130.
The Company currently trades on the OTC Markets Group, Inc. over the counter market platform under
the symbol “AVNI.”
Company
On March 17, 2016, the Company entered into a non-binding Memorandum of Understanding (“MOU”)
with CaiE Food Partnership Ltd. (“CaiE”) for the purpose of acquiring CaiE as a wholly owned
subsidiary. CaiE is in the business of manufacturing and distributing fresh Dim Sum food products from a
facility based in Sparks Nevada. The MOU anticipates that the Company will issue, subject to shareholder
approval, a fully diluted sixty-seven percent (67%) interest in its common stock in exchange for CaiE.
The MOU further provides that CaiE lend the Company fifty thousand dollars ($50,000) on a convertible
basis prior to the consummation of the transaction. The anticipated transaction will require the Company
to convert existing debt into shares of its common stock, increase the number of authorized common
shares, elect a new Board of Directors and change its name to reflect the new business. CaiE had loaned
the Company $67,800 as of the filing date of this report and the Company is working with CaiE to
finalize a definitive transaction.
In the event that the Company does not complete the acquisition of CaiE, its intention will be to identify
and evaluate alternative business opportunities that might be a good match for the Company. We will not
be able to develop any identified business opportunities without additional financing. Our Board of
Directors and management are actively pursuing financing in order to maintain operations but are not
evaluating other potential opportunities pending the anticipated transaction with CaiE.
Selection of a Business
Should the Company not acquire CaiE, we will not restrict our consideration to any particular business or
industry segment, and might consider, among others, finance, brokerage, insurance, transportation,
communications, research and development, biotechnology, service, natural resources, manufacturing or
high-technology. Management recognizes that the Company’s inadequate financial resources limit the
scope and number of suitable business venture candidates that might otherwise be available.
The decision to participate in a specific business opportunity will be made upon management’s analysis
of the quality of the other firm’s management and personnel, the anticipated acceptability of new products
or marketing concepts, the merit of technological changes and numerous other factors which are difficult,
if not impossible, to analyze through the application of any objective criteria. In many instances, it is
anticipated that the historical operations of a specific venture may not necessarily be indicative of the
potential for the future because of the necessity to substantially shift a marketing approach, expand
operations, change product emphasis, change or substantially augment management, or make other
changes. We will to some extent be dependent upon the management of a business opportunity to identify
such problems and to implement, or be primarily responsible for the implementation of, required changes.
We will not acquire or merge with any company for which audited financial statements could not be
obtained. Nonetheless, it may be anticipated that any opportunity in which we determine to participate
would present certain risks to our shareholders. Risks might include the track record of management’s
effectiveness, failures to establish a consistent market for products or services, development stage, or to
realize profits. Many more of these risks may not be adequately identified prior to the selection of a
specific opportunity, and our shareholders must, therefore, depend on the ability of management to
identify and evaluate such risks as such become evident.
Acquisition of Business
We may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing
agreement with another entity or may purchase the stock or assets of an existing business. On the
consummation of any given transaction it is possible that present management and shareholders would no
longer control the Company. In addition, management may, as part of the terms of any transaction, resign
and be replaced by new officers and directors without a vote of the Company’s shareholders.
The Company anticipates that any securities issued in any reorganization would be issued in reliance on
exemptions from registration under applicable federal and state securities laws. In some circumstances,
however, as a negotiated element of any transaction, the Company may agree to register securities either
at the time the transaction is consummated, under certain conditions, or at a specified time thereafter. The
issuance of a substantial additional securities and their potential sale into any trading market may have a
depressive effect on our stock price.
While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may
be expected that the parties to the business transaction would find it desirable to avoid the creation of a
taxable event and thereby structure the acquisition in a so called “tax-free” reorganization under Section
368(a)(1) of the Internal Revenue Code of 1986, as amended (“Code”). However, in order to obtain tax-
free treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or
more of the voting stock of the surviving entity. In such event, the shareholders of the Company would
retain less than 20% of the issued and outstanding shares of the surviving entity, which result is a
significant dilution in the equity of existing shareholders.
In the event a merger or acquisition were to occur, our shareholders would in all likelihood hold a lesser
percentage ownership interest in the Company following such merger or acquisition. The percentage
ownership of existing shareholders may be subject to a significant reduction in the event we acquire a
target company with substantial assets. Any merger or acquisition effected by the Company can be
expected to have a significant substantial dilutive effect on the percentage of shares held by the
Company’s present shareholders.
Operation of Business after Acquisition
The Company's operation following a merger with or acquisition of a business would be dependent on the
nature of the business and the interest acquired. We are unable to determine at this time whether the
Company would be in control of the business or whether present management would be in control of the
Company following any acquisition. We could expect that any future business would present various
challenges that cannot be predicted at the present time.
Competition
Whatever the business opportunity is that we do ultimately acquire or develop, we are almost certain to be
involved in intense competition with other business entities, many of which will have a competitive edge
over us by virtue of their stronger financial resources and prior business experience.
Employees
The Company currently has one part time employee. Ruairidh Campbell, our chief executive officer, chief
financial officer and one of our directors manages the Company. The Company looks to Mr. Campbell
for his entrepreneurial skills and talents. Management uses consultants, attorneys and accountants as
necessary and does not plan to engage any full-time employees in the near future.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts
The Company owns no patents, trademarks, licenses, franchises, concessions, or royalty agreements. We
are not subject to any labor contracts.
Governmental and Environmental Regulation
General
The Company cannot at this time anticipate the government regulations, if any, to which the Company
may be subject following a merger or acquisition. However, we can be certain that the conduct of any
business subjects us to environmental, public health and safety, land use, trade, or other governmental
regulations and state or local taxation. In selecting a business in which to acquire an interest, management
would endeavor to ascertain the effects of such government regulation on a prospective business
opportunity. In certain circumstances, however, such as the acquisition of an interest in a new or start-up
business activity, it may not be possible to predict with any degree of accuracy the impact of government
regulation.
The Company believes that it is currently in compliance in all material respects with all laws, rules,
regulations and requirements that affect its business. Further, we believe that compliance with such
applicable laws, rules, regulations and requirements does not impose a material impediment on our ability
to conduct business.
Research and Development
During the years ended December 31, 2016 and 2015, the Company spent no amounts on research and
development activities.
Reports to Security Holders
The Company’s annual report contains audited consolidated financial statements. We are not required to
deliver an annual report to security holders and will not automatically deliver a copy of the annual report
to our security holders unless a request is made for such delivery. We file all of our required reports and
other information with the Commission. The public may read and copy any materials that are filed by the
Company with the Commission at the Commission’s Public Reference Room at 100 F Street, N.E.,
Washington, D.C. 20549. The public may obtain information on the operation of the Public Reference
Room by calling the Commission at 1-800-SEC-0330. The statements and forms filed by us with the
Commission have also been filed electronically and are available for viewing or copy on the Commission
maintained Internet site that contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the Commission. The Internet address for this site can be
found at http://www.sec.gov.
ITEM 1A.
ITEM 1A.
RISK FACTORS
Not required for smaller reporting companies.
ITEM 1B.
ITEM 1B.
UNRESOLVED STAFF COMMENTS
Not required for smaller reporting companies.
ITEM 2.
ITEM 2.
PROPERTIES
The Company maintains its office at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111. We pay
monthly rent of $49 on a month to month basis for the use of this office. We do not believe that we will
need to maintain a larger office at any time in the foreseeable future in order to maintain operations.
ITEM 3.
ITEM 3.
LEGAL PROCEEDINGS
We are not party to any legal proceedings and to our knowledge no such proceedings are threatened or
contemplated.
ITEM 4.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
ITEM 5.
MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,
AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common shares are quoted on the OTCQB under the symbol “AVNI”, a service maintained by the
OTC Market Group, Inc. Trading in the common stock in the over-the-counter market has been limited
and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions.
The following table indicates the high and low bid prices of our common shares during the periods
indicated:
QUARTER
HIGH BID
LOW BID
ENDED
December 31, 2016
$
0.55
$
0.23
September 30, 2016
$
0.40
$
0.23
June 30, 2016
$
0.51
$
0.29
March 31, 2016
$
0.65
$
0.20
December 31, 2015
$
0.23
$
0.23
September 30, 2015
$
0.30
$
0.30
June 30, 2015
$
0.25
$
0.20
March 31, 2015
$
0.25
$
0.25
The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or
commission and may not represent actual transactions.
Capital Stock
The following is a summary of the material terms of the Company’s capital stock. This summary is
subject to and qualified by our articles of incorporation and bylaws.
Common Stock
As of December 31, 2016, there were 60 shareholders of record holding a total of 1,034,030 shares of
fully paid and non-assessable common stock of the 5,000,000 shares of common stock, par value $0.001,
authorized. The board of directors believes that the number of beneficial owners is substantially greater
than the number of record holders because a portion of our outstanding common stock is held in broker
“street names” for the benefit of individual investors. The holders of the common stock are entitled to one
vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the
common stock have no preemptive rights and no right to convert their common stock into any other
securities. There are no redemption or sinking fund provisions applicable to the common stock.
Warrants
As of December 31, 2016, the Company had no outstanding warrants to purchase shares of its common
stock.
Stock Options
As of December 31, 2016, the Company had no outstanding stock options to purchase shares of its
common stock.
Convertible Securities
As of December 31, 2016, the Company had one convertible loan outstanding in the principal amount of
$50,000 that has accrued 10% interest since May 18, 2016, due November 17, 2017, principal and interest
is convertible into shares of the Company’s common stock at the option of the holder.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company had no securities authorized for issuance under any equity compensation plan as of
December 31, 2016.
Purchases of Equity Securities made by the Issuer and Affiliated Purchasers
The Company had not repurchased any shares of its common stock during the year ended December 31,
2016.
Dividends
The Company has not declared any cash dividends since inception and does not anticipate paying any
dividends in the near future. The payment of dividends is within the discretion of the board of directors
and will depend on our earnings, capital requirements, financial condition, and other relevant factors.
There are no restrictions that currently limit the Company's ability to pay dividends on its common stock
other than those generally imposed by applicable state law.
Recent Sales of Unregistered Securities
During the year ended December 31, 2016, there were no sales of the Company’s securities other than as
reported on Form 8-K.
Trading Information
The Company’s transfer agent is:
Interwest Transfer Company
1981 E. Murray-Holladay Road
Holladay, Utah 84117-5164
(801) 272-9294
ITEM 6.
ITEM 6.
SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
ITEM 7.
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other
parts of this annual report contain forward-looking statements that involve risks and uncertainties.
Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”
“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future
performance and our actual results may differ significantly from the results discussed in the forward-
looking statements. Factors that might cause such differences include but are not limited to those
discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future
Results and Financial Condition below. The following discussion should be read in conjunction with our
financial statements and notes thereto included in this report. Our fiscal year end is December 31.
Discussion and Analysis
The Company’s plan of operation over the next twelve months is to acquire CaiE as a wholly owned
subsidiary on those terms to be provided within definitive agreements based on the MOU and thereafter to
focus on CaiE’s business model. We will require a minimum of $50,000 in funding over the next 12
months to maintain operations and acquire CaiE. On completing the acquisition of CaiE the Company
may need additional capital to grow CaiE’s business. The amount of funding that may be required for this
purpose is not determinable at this time.
Should the Company not complete the anticipated transaction with CaiE then it will seek to identify an
alternative business opportunity for which purpose it will require a minimum of $25,000 in funding over
the next 12 months. The Company will most likely need additional funding to complete any alternative
transaction that might be identified within this time frame.
We anticipate that the required prospective funding in the near term will be in the form of convertible
debt financing from CaiE. Should the Company not complete the anticipated transaction with CaiE, then
requisite funding may come from the sale of our common shares or unsecured shareholder loans. The
Company does not have any alternative financing arranged and cannot be certain that it will be able to
realize funding from the sale of equity or that shareholders will continue to provide loans. Accordingly,
we will require continued financial support from our shareholders and creditors until the Company is able
to generate sufficient cash flow to maintain operations on a sustained basis. There is substantial doubt that
the Company will be successful in maintaining operations unless it completes the acquisition of CaiE.
Results of Operations
During the year ended December 31, 2016, the Company (i) sought out prospective business
opportunities; (ii) entered into an MOU with Caie; and (ii) satisfied continuous public disclosure
requirements.
Our operations for the years ended December 31, 2016 and 2015 are summarized below.
Operating Expenses:
General and Administration
$ (15,441)
$ (11,890)
Professional fees
$ (24,558)
$ (24,552)
Loss from operations
$ (39,999)
$ (36,442)
Interest expense
$ (56,946)
$ (48,089)
Foreign exchange gain (loss)
$ (5,789)
$ 177,181
Gain on settlement of debt
$ 40,203
$
-
Net Income (Loss) for the Year
$ (62,531)
$ 92,650
Net Income
Net loss for year ended December 31, 2016, was $62,531 as compared to net income of $92,650 for the
year ended December 31, 2015. The transition to net loss over the twelve month period ended December
31, 2016, can be primarily attributed to the loss on foreign exchange in 2016 as compared to a foreign
exchange gain in 2015. The loss on foreign exchange in 2016 is due to an increase in the value of foreign
currencies against the US dollar, which increase has negatively impacted the cost of those expenses that
are payable in foreign currencies.
We did not generate revenue during this period and expect to continue to incur losses over the next twelve
months at a rate comparable to the current annual period presented here or until such time as we are able
to conclude the acquisition or development of a new business opportunity that produces net income.
Capital Expenditures
The Company expended no amounts on capital expenditures for the year ended December 31, 2016.
Income Tax Expense (Benefit)
The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and
start up costs that will offset any future operating profit.
Impact of Inflation
The Company believes that inflation has had a negligible effect on operations over the past three years
Liquidity and Capital Resources
Since inception, the Company has experienced significant changes in liquidity, capital resources, and
stockholders’ deficit.
The Company had current and total assets of $6,045 as of December 31, 2016, consisting solely of cash
and a working capital deficit of $2,252,361, as compared to current and total assets of $53, consisting
solely of cash and a working capital deficit of $2,249,077 as of December 31, 2015. Net stockholders'
deficit in the Company was $2,252,361 at December 31, 2016, as compared to a net stockholder’s deficit
in the Company of $2,249,077 at December 31, 2015.
Cash Used in Operating Activities
Net cash flow used in operating activities for the year ended December 31, 2016, was $44,008 as
compared to $11,823 for the year ended December 31, 2015, which differences reflect the comparative
changes in unrealized foreign exchange, general and administrative expenses and changes in working
capital in the current year. Net cash flow used in operating activities in the prior year can also be
primarily attributed to changes in unrealized foreign exchange, administrative expenses and changes in
working capital. General and administrative expenses include but are not limited to, personnel costs,
accounting fees, consulting expenses, accounts payable and accrued expenses while changes in working
capital include accounts payable and amounts due to related parties.
We expect to continue to use net cash flow in operating activities over the next twelve months or until
such time as the Company can generate sufficient revenue to transition to providing net cash flow from
operations.
Cash Used in Investing Activities
We do expect to use net cash flow in investing activities in connection with the prospective acquisition of
CaiE. However, until such time as such transaction is concluded, we do not expect to use net cash flows
in investing activities.
Cash Flows from Financing Activities
Net cash flow provided by financing activities for the year ended December 31, 2016, increased to
$50,000 as compared to $10,000 for the year ended December 31, 2015. The increase in cash flow
provided from financing activities over the prior year can be attributed to a convertible loan received from
CaiE.
We expect to continue to use cash flow provided by financing activities to procure sufficient funds to
maintain operations, acquire CaiE and alternatively, in the event that our shareholders do not approve the
acquisition of CaiE, to seek out suitable business opportunities.
The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12)
months as it will need at least $25,000 to maintain operations. The Company secured a convertible loan in
the amount of $50,000 in 2016 and has received an additional $17,800 from CaiE as of the date of this
report to maintain operations. However, the Company has no commitments or arrangements for the
funding necessary to complete the prospective acquisition of CaiE though it does expect that funding will
become available. The Company’s shareholders or CaiE remain the most likely sources of new funding in
the form of loans or equity placements though none have made any commitment for future investment as
of the date of this report. The Company’s inability to obtain sufficient funding to maintain operations
would have a material adverse affect on its ability to acquire CaiE.
The Company does not intend to pay cash dividends in the foreseeable future.
The Company had no lines of credit or other bank financing arrangements as of December 31, 2016.
The Company had no commitments for future capital expenditures that were material at December 31,
2016.
The Company has no defined benefit plan or contractual commitment with any of its officers or directors.
The Company has no current plans for the purchase or sale of any plant or equipment.
The Company has no current plans to make any changes in the number of employees.
Off-Balance Sheet Arrangements
As of December 31, 2016, we have no significant 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 are
material to stockholders.
Future Financings
We anticipate continuing to rely on debt or equity sales of our shares of common stock in order to
continue to fund our business operations. There is no assurance that we will achieve any additional sales
of our equity securities or arrange for debt or other financing to fund our plan of operations.
Critical Accounting Policies
In Note 2 to the audited consolidated financial statements for the years ended December 31, 2016 and
2015, included in our Form 10-K, the Company discusses those accounting policies that are considered to
be significant in determining the results of operations and its financial position. The Company believes
that the accounting principles utilized by it conform to accounting principles generally accepted in the
United States.
The preparation of consolidated financial statements requires Company management to make significant
estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By
their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the
Company evaluates estimates. The Company bases its estimates on historical experience and other facts
and circumstances that are believed to be reasonable, and the results form the basis for making judgments
about the carrying value of assets and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.
Going Concern
The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going
concern as a result of an accumulated deficit of $23,475,776 since inception and negative cash flows
from operating activities as of December 31, 2016. The Company’s ability to continue as a going
concern is subject to the ability of the Company to obtain funding from outside sources. Management’s
plan to address the Company’s ability to continue as a going concern includes obtaining funding from the
private placement of equity or through debt financing. Management believes that it will be able to obtain
funding to allow the Company to remain a going concern through the methods discussed above, though
there can be no assurances that such methods will prove successful.
Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition
The statements contained in the section titled Management’s Discussion and Analysis of Financial
Condition and Results of Operations and elsewhere in this current report, with the exception of historical
facts, are forward-looking statements. Forward-looking statements reflect our current expectations and
beliefs regarding our future results of operations, performance, and achievements. These statements are
subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not
materialize. These statements include, but are not limited to, statements concerning:
§ our anticipated financial performance and business plan;
§ the sufficiency of existing capital resources;
§ our ability to raise capital to fund cash requirements for future operations;
§ uncertainties related to the Company’s future business prospects;
§ the volatility of the stock market and;
§ general economic conditions.
We wish to caution readers that our operating results are subject to various risks and uncertainties that
could cause our actual results to differ materially from those discussed or anticipated. We also wish to
advise readers not to place any undue reliance on the forward-looking statements contained in this report,
which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to
update or revise these forward-looking statements to reflect new events or circumstances or any changes
in our beliefs or expectations, other than as required by law.
Recent Accounting Pronouncements
Please see Note 2 to our financial statements for a discussion of recent accounting pronouncements.
ITEM 7A.
ITEM 7A.
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK
Not required for smaller reporting companies.
ITEM 8.
ITEM 8.
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited consolidated financial statements for the year ended December 31, 2016, as set forth below,
are included with this Annual Report on Form 10-K. Our audited consolidated financial statements are
prepared on the basis of accounting principles generally accepted in the United States and are expressed
in U.S. dollars.
PAGE
Auditors’ Report
Consolidated Balance Sheets, December 31, 2016 and 2015
Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31,
2016 and 2015
Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015
Consolidated Statements of Changes in Stockholders’ Deficiency for the years ended December 31, 2016 and
Notes to Consolidated Financial Statements
To the Shareholders and Directors of
Arvana Inc.
We have audited the accompanying consolidated financial statements of Arvana Inc. (the “Company”), which comprise the consolidated balance sheets as ofDecember 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficiency, and cash flows for the years ended December 31, 2016, and 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Arvana Inc. as ofDecember 31, 2016 and 2015, and the results of its operations and its cash flows for the years ended December 31, 2016, and 2015 in conformity with accounting principles generally accepted in the United States of America.
The accompanying consolidated financial statements have been prepared assuming that Arvana Inc. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency. These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ DAVIDSON & COMPANY LLP
“DAVIDSON & COMPANY LLP”
Vancouver, Canada
Chartered Professional Accountants
April 7, 2017
Arvana Inc. and Subsidiaries
Consolidated Balance Sheets
(Expressed in US Dollars)
December 31,
December 31,
ASSETS
Current assets:
Cash
$
6,045
$
Total assets
$
6,045
$
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities
$
955,632
$
1,018,963
Convertible loan (net of discount of $14,583 and $Nil
respectively (Note 8)
35,417
-
Loans payable to stockholders (Note 3)
564,399
619,671
Loans payable to related party (Note 3)
129,556
28,941
Loans payable (Note 3)
47,448
147,225
Amounts due to related parties (Note 3)
525,954
434,330
Total current liabilities
2,258,406
2,249,130
Stockholders' deficiency
Common stock, $0.001 par value 5,000,000 authorized,
1,034,030 shares issued and outstanding at
December 31, 2016 (885,130 at December 31, 2015 (Note 4)
1,034
Additional paid-in capital
21,225,717
21,166,619
Deficit
(23,475,776)
(23,413,245)
(2,249,025)
(2,245,741)
Less: Treasury stock - 2,085 common shares at
December 31, 2016 and 2015, respectively
(3,336)
(3,336)
Total stockholders’ deficiency
(2,252,361)
(2,249,077)
$
6,045
$
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (Loss)
(Expressed in US Dollars)
For the years ended
December 31,
Operating expenses
General and administrative
$
15,441 $
11,890
Professional fees
24,558
24,552
Total operating expenses
39,999
36,442
Loss from operations
(39,999)
(36,442)
Interest expense
(56,946)
(48,089)
Foreign exchange gain (loss)
(5,789)
177,181
Gain on settlement of debt
40,203
-
Net income (loss) and comprehensive
income (loss)
$
(62,531) $
92,650
Per common share information - basic and
diluted:
Weighted average shares outstanding
912,794
885,130
Net income (loss) per common share -
basic and diluted
$
(0.07) $
0.10
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
For the years ended
December 31,
Cash flows from operating activities
Net income (loss)
$
(62,531)
$
92,650
Items not involving cash:
Unrealized foreign exchange (gain) loss
6,900
(178,103)
Gain on settlement of debt
(40,203)
-
Amortization of discount on loan
10,417
-
Changes in non-cash working capital:
Accounts payable and accrued liabilities
34,587
71,893
Amounts due to related parties
6,822
1,737
Net cash used in operations
(44,008)
(11,823)
Cash flows from investing activities
Net cash used in investing activities
-
-
Cash flows from financing activities
Proceeds of loans payable stockholders
-
10,000
Proceeds of convertible loan (Note 8)
50,000
-
Net cash provided by financing activities
50,000
10,000
Increase (decrease) in cash
5,992
(1,823)
Cash , beginning of year
1,876
Cash, end of year
$
6,045
$
Supplementary information
Cash paid for interest
$
-
$
-
Cash paid for income taxes paid
$
-
$
-
Shares issued for loan payable
$
34,247
$
-
Discount on convertible notes from beneficial
conversion feature
$
25,000
$
-
There were no non-cash investing or financing transactions for the years ended December 31, 2016 and
2015.
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
Consolidated Statements of Stockholders' Deficiency
(Expressed in US Dollars)
Total
Common Shares
Additional Paid-
Treasury
Stockholders’
Shares
Amount
in Capital
Deficit
Shares
Amount
(Deficiency)
Balance December
31, 2014
885,130
21,166,619
(23,505,895)
(2,085)
(3,336)
(2,341,727)
Net income for the
year ended
December 31, 2015
92,650
92,650
Balance December
31, 2015
885,130
21,166,619
(23,413,245)
(2,085)
(3,336)
(2,249,077)
Debt settlement
148,900
34,098
34,247
Discount on
convertible notes
from beneficial
conversion feature
25,000
25,000
Net income for the
year ended
December 31, 2016
(62,531)
(62,531)
Balance December
31, 2016
1,034,030 $
1,034 $
21,225,717
$
(23,475,776)
(2,085) $
(3,336) $
(2,252,361)
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
1. Nature of Business and Ability to Continue as a Going Concern
Arvana Inc. (“our”, “we”, “us” and the “Company”) was incorporated under the laws of the State of
Nevada as Turinco, Inc. on September 16, 1977, with authorized common stock of 2,500 shares with a par
value of $0.25. On October 16, 1998, the authorized capital stock was increased to 100,000,000 common
shares with a par value of $0.001 and a forward common stock split of eight shares for each outstanding
share. In 2005, we completed another forward common stock split of nine shares for each outstanding
share. On July 24, 2006, the shareholders approved a change of the Company’s name from Turinco, Inc.
to Arvana Inc. On September 30, 2010, the authorized capital stock was decreased to 5,000,000 common
shares with a par value of $0.001 and effected a reverse split of one share for every twenty shares
outstanding.
These consolidated financial statements for the year ended December 31, 2016, include the accounts of
the Company and its subsidiary Arvana Networks Inc. (including its wholly-owned subsidiaries, Arvana
Participaçōes S.A. (“Arvana Par”) and Arvana Comunicações do Brasil S. A. (“Arvana Com”)). The
Company has ceased all operations in its subsidiary companies, and has written-off or disposed of all
assets in the subsidiary companies, consequently same are all considered to be inactive subsidiaries.
The reporting currency and functional currency of the Company and its subsidiaries is the United States
dollar (“US Dollar”) and the accompanying consolidated financial statements have been expressed in US
Dollars.
These consolidated financial statements have been prepared on a going concern basis, which assumes the
realization of assets and settlement of liabilities in the normal course of business. For the year ended
December 31, 2016, the Company recognized net loss from operations of $62,531. At December 31,
2016, the Company had a working capital deficiency of $2,252,361. These conditions raise substantial
doubt about the Company’s ability to continue as a going concern.
Accordingly, the Company will require continued financial support from its stockholders and creditors
until it is able to generate sufficient cash flow from operations on a sustained basis. There is substantial
doubt that the Company will be successful at achieving these results. Failure to obtain the ongoing
support of its shareholders and creditors may make the going concern basis of accounting inappropriate,
in which case the Company’s assets and liabilities would need to be recognized at their liquidation values.
These financial statements do not include any adjustments relating to the recoverability and classification
of recorded asset amounts and classification of liabilities that might arise from this uncertainty.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
2. Summary of Significant Accounting Policies
a) Basis of presentation
The Company is in the process of evaluating business opportunities and has minimal operating levels.
The Company’s fiscal year end is December 31. The accompanying consolidated financial statements of
Arvana Inc. for the years ended December 31, 2016 and 2015, have been prepared in accordance with
accounting principles generally accepted in the United States (“US GAAP”) for financial information
with the instructions to Form 10-K and Regulation S-K. Results are not necessarily indicative of results
which may be achieved in the future.
b) Basis of consolidation
Included in the financial statements are the accounts of the Company, its wholly-owned inactive
subsidiaries Arvana Networks, Arvana Par, and Arvana Com. All inter-company transactions and
balances have been eliminated.
c) Estimates
The preparation of consolidated financial statements in conformity with US GAAP requires management
to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure
of contingent assets and liabilities at the date of the financial statements and the reported amounts of
revenues and expenses during the reporting period. Actual results could differ from those estimates. These
estimates include the recognition of deferred tax assets based on the change in unrecognized deductible
temporary tax differences.
d) Foreign currency translation and transactions
Transactions conducted in foreign currencies are recorded using the exchange rate in effect on the
transaction date. At the period end, monetary assets and liabilities are translated to the functional currency
of each entity using the exchange rate in effect at the period end date. Transaction gains and losses are
recorded in foreign exchange gain or loss in the statement of operations and comprehensive income.
e) Comprehensive income
The Company considers comprehensive income (loss) as a change in equity (net assets) of a business
entity during a period from transactions and other events and circumstances from non-owner sources. It
includes all changes in equity during a period except those resulting from investments by owners and
distributions to owners.
f) Cash equivalents
The Company considers all highly liquid investments, with terms to maturity of three months or less
when acquired, to be cash equivalents.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
2. Summary of Significant Accounting Policies (continued)
g) Financial instruments
The Company uses the following methods and assumptions to estimate the fair value of each class of
financial instruments for which it is practicable to estimate such values:
Cash - the carrying amount approximates fair value because the amounts consist of cash held at a bank.
Accounts payable and accrued liabilities and loans payable - the carrying amount approximates fair value
due to the short-term nature of the obligations.
The estimated fair values of the Company's financial instruments as of December 31, 2016 and December
31, 2015 follows:
December 31,
December 31,
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
Cash
$6,045
$6,045
$53
$53
Accounts payable and accrued liabilities
955,632
955,632
1,018,963
1,018,963
Convertible loan
35,417
35,417
-
-
Loans payable to stockholders
564,399
564,399
619,671
619,671
Loans payable to related party
129,556
129,556
28,941
28,941
Loans payable
47,448
47,448
147,225
147,225
Amounts due to related parties
525,954
525,954
434,330
434,330
The following table presents information about the assets that are measured at fair value on a recurring
basis as of December 31, 2016, and indicates the fair value hierarchy of the valuation techniques the
Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize
quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs
utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values
determined by Level 3 inputs are unobservable data points for the asset or liability, and included
situations where there is little, if any, market activity for the asset:
Quoted
Significant
Prices
Other
Significant
December
in Active
Observable
Unobservable
31,
Markets
Inputs
Inputs
(Level 1)
(Level 2)
(Level 3)
Assets:
Cash
$
6,045
$
6,045
$
-
$
-
The fair value of cash is determined through market, observable and corroborated sources.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
2. Summary of Significant Accounting Policies (continued)
h) Concentration of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash.
The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. The
Company has not experienced any losses in such accounts and believes it is not exposed to any significant
risks on its cash in bank accounts.
i) Income taxes
A deferred tax asset or liability is recorded for all temporary differences between financial and tax
reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net
change during the year of deferred tax assets and liabilities.
Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more
likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets
and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
j) Stock-based compensation
The Company accounts for all stock-based payments to employees and non-employees under ASC 718
“Stock Compensation,” using the fair value based method. Under the fair value method, stock-based
payments are measured at the fair value of the consideration received, or the fair value of the equity
instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based
payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and
recognized at that date.
k) Beneficial conversion feature
From time to time, the Company may issue convertible notes that may have conversion prices that create
an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a
convertible note is issued when the fair value of the underlying common stock to which the note is
convertible into is in excess of the remaining unallocated proceeds of the note after first considering the
allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any
related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion
feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt
discount is amortized to interest expense over the life of the note using the effective interest method.
l) Earnings (loss) per share
Basic earnings (loss) per share are computed using the weighted average number of common shares
outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average
number of common shares and potentially dilutive common stock equivalents, including stock options
and warrants. There were no outstanding stock options or warrants as at December 31, 2016 and 2015.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
2. Summary of Significant Accounting Policies (continued)
m) Recent accounting pronouncements
In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial
Assets and Financial Liabilities. The update requires several changes with respect to recognition and
measurement as well as disclosure requirements with respect to financial instruments). The amendments
to (ASU) 2016-01 are effective for the annual period ending after December 15, 2017, and for annual
periods and interim periods thereafter. Early application is permitted. The Company is in the process of
evaluating the prospective impact that (ASU) 2016-01 will have on its balance sheet.
In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
2016-02, Leases (Topic 842). The standard requires the recognition of lease assets and lease liabilities by
lessees for those leases classified as operating leases. Leases will be classified as either finance or
operating, with classification affecting the pattern of expense recognition. The standard requires lessors to
classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all
of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are
conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor does not
convey risks and rewards or control, an operating lease results. The standard will become effective for the
Company beginning January 1, 2019. The Company is currently assessing the impact adoption of this
standard will have on its consolidated results of operations, financial condition, cash flows, and financial
statement disclosures
In March 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates
ASU 2016-9, Compensation-Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting, requiring certain changes to recognition and measurement as well as disclosure of
Share-Based Payments. The standard will become effective for the Company beginning January 1, 2017.
The Company is currently assessing the impact adoption of this standard will have on its consolidated
results of operations, financial condition, cash flows, and financial statement disclosures.
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates
ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on
Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure
of incurred and expected credit losses. The standard will become effective for the Company beginning
January 1, 2020. The Company is currently assessing the impact adoption of this standard will have on its
consolidated results of operations, financial condition, cash flows, and financial statement disclosures.
In November 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards
Updates ASU 2016-18, requiring that restricted cash and restricted cash equivalents be included with cash
and cash equivalents when reconciling the beginning-of-period and end-of- period total cash amounts
shown on the statement of cash flows. Consequently, transfers between cash and restricted cash will not
be presented as a separate line item in the operating, investing or financing sections of the cash flow
statement. The amendments are effective for public business entities for fiscal years beginning after
December 15, 2017, and interim periods within those fiscal years. The Company considers that ASU
2016-18 will have a limited impact on the presentation of the statement of cash flows.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
3. Amounts Due to Related Parties and Loans Payable to Stockholders
From February, 2007, until December 31, 2016, the Company received a number of loans from
stockholders, related parties and unrelated third parties. As of December 31, 2016, the Company had
received loans of $564,399 (Euro 225,000; CAD$ 72,300; $273,107) (December 31, 2015 - $619,671:
Euro 225,000; CAD$ 72,300; $323,107) from stockholders, loans of $129,556 (CAD$ 27,600; $109,000)
(December 31, 2015 - $28,941: CAD$ 27,600; $9,000) from a related party and loans of $47,742 (CAD$
10,000; $40,000) (December 31, 2015 - $147,225: CAD$10,000; $140,000) from unrelated third parties.
All of the loans bear interest at 6% per annum. The loans were made in 3 different currencies, Euros,
Canadian Dollars and US Dollars. All amounts reflected on these consolidated financial statements are
expressed in US Dollars. Repayment of the loans is due on closing of any future financing arrangement
by the Company. The balance of accrued interest of $349,186 and $330,536 is included in accounts
payable and accrued expenses at December 31, 2016, and December 31, 2015, respectively. Interest
expense recognized on these loans was $46,530 for the year ended December 31, 2016, compared to
$48,089 for the year ended December 31, 2015, respectively. The Company also received a convertible
loan of $50,000 from CaiE Food Partnership Ltd. as per Note 8. This loan bears interest of 10% and is
convertible into common shares of the Company at a price of $0.20 per share. This loan matures on
November 17, 2017.
At December 31, 2016, and December 31, 2015, the Company had amounts due to related parties of
$525,954 and $434,330, respectively. This amount includes $136,100 at December 31, 2016, and
December 31, 2015, payable to two former directors and a current director for services rendered during
2007. This amount is to be paid part in cash and part in stock at a future date with the number of common
shares determined by the fair value of the shares on the settlement date. The amounts owing bear no
interest, are unsecured, and have no fixed terms of repayment.
4. Stock Options
The Company’s 2006 Stock Option Plan expired on June 4, 2016.
At December 31, 2016 and December 31, 2015, there were no stock options outstanding. No options
were granted, exercised or expired during the year ended December 31, 2016 or the year ended December
31, 2015.
5. Common Stock
At December 31, 2016 and December 31, 2015, the Company had issued 148,900 shares and nil shares
respectively.
Shares issued during the year ended December 31, 2016 were valued at $0.23 a share in exchange for the
extinguishment of debt in the amount of $74,450, resulting in a gain on settlement of debt of $40,203, an
amount comprised of principal and accrued interest on a loan from 2008.
6. Segmented Information
The Company has no reportable segments.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
7. Deferred Income Taxes
Income tax benefits attributable to losses from operations in the United States of America was $Nil for
the years ended December 31, 2016 and 2015, and differed from the amounts computed by applying the
United States of America federal income tax rate of 34 percent to pretax losses from operations as a result
of the following:
Income (loss) for the year before income taxes
$
(62,531) $
92,650
Computed expected tax benefit
$
(21,260) $
31,501
Non-deductible expenses
1,968
(60,242)
Change in valuation allowance
19,292
28,741
Income tax expense
$
- $
-
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and
deferred tax liabilities at December 31, 2016 and 2015 are presented below:
Deferred tax assets:
Net operating loss carry forwards - US
$
836,227 $
816,935
Valuation allowance
(836,227)
(816,935)
Net deferred tax asset
$
- $
-
The valuation allowance for deferred tax assets as of December 31, 2016, and 2015, was $836,227 and
$816,935, respectively. In assessing the realizability of deferred tax assets, management considers
whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income
during the periods in which those temporary differences become deductible.
Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income,
and tax planning strategies in assessing the realizability of deferred tax assets. In order to fully realize the
deferred tax asset attributable to net operating loss carryforwards, the Company will need to generate
future taxable income of approximately $2,450,000 (2015 - $2,400,000) prior to the expiration of the net
operating loss carry-forwards.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
8. Related Party Transactions
Other than amounts payable to related parties as disclosed below and in Note 3, the Company also
incurred consulting fees of $9,631 (2015 - $7,894) paid to a company controlled by our chief executive
officer during the year ended December 31, 2016.
Our former chief executive officer and former director entered into a consulting arrangement on a month
to month basis that provided for a monthly fee of CAD$5,000. These amounts have been accrued and are
currently unpaid. This consulting arrangement ended on May 24, 2013. As of December 31, 2016, our
former chief executive officer was owed $62,347 (CAD$83,710) for services rendered as an officer,
compared to $60,480 (CAD$83,710) as at December 31, 2015. The amounts owing for past services have
been included in the total payable of $249,585 as of December 31, 2016 and $159,979 as of December 31,
2015 detailed below.
Our former chief financial officer and former director had entered into a consulting agreement on a month
to month basis that provides for a monthly fee of $2,000. These amounts have been accrued and are
currently unpaid. This consulting arrangement ended on June 14, 2013. As of December 31, 2016 and
December 31, 2015 our former chief financial officer was owed $58,870 for services rendered as an
officer.
Our former chief executive officer and former director entered into a debt assignment agreement effective
January 1, 2012, with a corporation with a former director in common and thereby assigned $151,015
(CAD$202,759) of unpaid amounts payable.
Our former chief executive officer and former director entered into a debt assignment agreement effective
January 1, 2012, with an unrelated third party and thereby assigned $53,357 of unpaid amounts payable
and $100,000 of unpaid loans.
Our former chief executive officer and former director is owed $249,585 for unsecured non-interest
bearing amounts due on demand loaned to the Company as of December 31, 2016, compared to $159,979
as of December 31, 2015.
Our former chief executive officer and former director is owed $129,556 for unsecured amounts bearing
6% interest due on demand loaned to the Company as of December 31, 2016, compared to $28,941 as of
December 31, 2015.
Our former chief executive officer and former director entered into a debt assignment agreement to
assume $100,000 in unpaid loans and $83,357 in unpaid amounts payable from a third party.
Our other former officers are owed a total of $81,399 for their prior services rendered as officers as at
December 31, 2016, compared to $79,381 as of December 31, 2015.
A director of the Company is owed $60,000 as of December 31, 2016 and December 31, 2015, for
services rendered as a director during 2007. Two former directors of the Company are owed $76,100 as of
December 31, 2016 and December 31, 2015 for services rendered as directors during 2007.
Arvana Inc. and Subsidiaries
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2016 and 2015
(Expressed in U.S. Dollars)
9. Convertible Loan
On May 18, 2016, the Company entered into a Convertible Promissory Note (“Convertible Note”)
agreement pursuant to which the Company received $50,000 (2015 - $Nil) from CaiE Food Partnership
Ltd. (“CaiE”). The $50,000 Convertible Note is convertible into common stock, in whole or in part, at any
time and from time to time before maturity at the option of the holder at a fixed price of $0.20 per share.
Due to the conversion price being lower than the closing share price on the grant date, a beneficial
conversion feature resulted from this issuance. The Convertible Note accrues interest at a rate equal to
10% per year. During the year ended December 31, 2016 and 2015, $10,417 and $Nil of the discount was
amortized, respectively. As at December 31, 2016 and 2015, the balance of the Convertible Note was
$35,417 and $Nil respectively.
10. Subsequent Events
The Company evaluated its December 31, 2016, financial statements for subsequent events through the
date the financial statements were issued. The Company is not aware of any subsequent events which
would require recognition or disclosure in the financial statements except as provided below:
On March 24, 2017, the Company received an additional loan from CaiE in the amount of $17,800 with
terms and conditions of this loan to be finalized at a later date.
ITEM 9.
ITEM 9.
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A.
ITEM 10.
DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE
Officers and Directors
The following table sets forth the name, age and position of each director and executive officer of the
Company:
Name
Age
Position
Sir John Baring
Chairman of the Board of Directors
Ruairidh Campbell
Chief Executive Officer, Chief Financial Officer,
Principal Accounting Officer and Director
Shawn Teigen
Director
Set forth below is a brief description of the background and business experience of each of our executive
officers and directors for the past five years:
Sir John Baring served as chief executive officer of the Company between May 26, 2005 and October
17, 2005. Sir John was appointed as a director on May 26, 2005 and as chairman of the board of directors
on October 17, 2005 on his resignation as chief executive officer.
Business Experience:
Sir John brings more than 30 years of banking and investing experience to the board of directors. Since
June 2002, Sir John has acted as a managing and founding member of Mercator Management LLC, a
leading fund management company.
Officer and Director Responsibilities and Qualifications:
Sir John is responsible for the overall management of the Company and is a member of our audit
committee.
Other Public Company Directorships in the Last Five Years:
Sir John has not been a director of any other public companies over the past five years.
The Company has concluded that Sir John should continue to serve as a director due to the breadth of his
business experience.
Ruairidh Campbell was appointed Chief Executive Officer and director on May 24, 2013 and as Chief
Financial Officer on June 25, 2013. He estimates that he spends approximately 10 percent of his time,
approximately 5 hours per week, on the Company’s business. He also has significant responsibilities with
other companies, as detailed in the following paragraph. He will serve until an annual meeting of the
Company’s shareholders and his successor is elected and qualified.
Business Experience:
Mr. Campbell brings to his position management skills with a legal and business background
encompassing over 20 years of consultancy experience. He is a member of the California State Bar
Association, earning a Bachelor of Arts in History from the University of Texas at Austin and a Juris
Doctorate from the University of Utah College of Law. He started his legal career as an attorney for
Baker & McKenzie in Cairo, Egypt transitioning to consultancy work in 2001 on the formation of
Orsa & Company. Orsa is dedicated to assisting small public companies navigate the business
environment. Services range from regulatory compliance to managerial duties that include working
with government regulators, business organizations, auditors, accountants, attorneys and quasi-public
governing bodies responsible for everything from public health to public quotation.
Officer and Director Responsibilities and Qualifications:
Mr. Campbell is responsible for the overall management of the Company and is involved in many of
its day-to-day operations, finance and administration. Mr. Campbell is also a member of our audit
committee.
Other Public Company Directorships in the Last Five Years:
Over the past five years Mr. Campbell has been the chief executive officer, chief financial officer,
principal accounting officer and a director for Allied Resources, Inc., a public company involved in oil
and gas exploration and production from June 1998 to present and for Park Vida Group, Inc., a public
company involved in real estate development in the Dominican Republic from December 1999 to
January 2015.
The Company has concluded that Mr. Campbell should continue to serve as a director due his knowledge
of business, regulatory filings and management experience.
Shawn Teigen was appointed as a director on June 25, 2013. He also has significant responsibilities with
other companies, as detailed in the following paragraph. He will serve until an annual meeting of the
Company’s shareholders and his successor is elected and qualified.
Business Experience:
Shawn Teigen has been providing consulting services to early-stage businesses for the past 10 years. He
is a senior, public policy research analyst with the Utah Foundation. He is also the president of an oil and
gas company with operations in Wyoming. Mr. Teigen spent two years in Kazakhstan as a U.S. Peace
Corps volunteer.
Officer and Director Responsibilities and Qualifications:
Mr. Teigen is responsible for the overall management of the Company. Mr. Teigen is also a member of
our audit committee.
Mr. Teigen holds a Master of Public Policy and a BS in Management from the University of Utah. He
also serves on the board of directors of certain public-sector and non-profit organizations.
Other Public Company Directorships in the Last Five Years:
Over the last five years Mr. Teigen served as a director of Infrastructure Developments Corp., a public
company involved in product distribution from April 2010 to September 2013.
The Company has concluded that Mr. Teigen should continue to serve as a director due to his valuable
and complimentary experience in the management of public companies.
Audit Committee and Audit Committee Financial Expert
Our board of directors has established an audit committee that is comprised of Sir John Baring, Ruairidh
Campbell and Shawn Teigen.
Our board of directors has determined that Ruairidh Campbell qualifies as an “audit committee financial
expert”, as defined by the rules of the Commission, though it has further determined that he should not be
considered “independent” as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). The
NASDAQ independence definition includes a series of objective tests, such as that the director is not an
employee of the company and has not engaged in various types of business dealings with the company.
The audit committee recommends independent accountants to audit its financial statements, discusses the
scope and results of the audit with the independent accountants, considers the adequacy of the internal
accounting controls, considers the audit procedures of the Company and reviews the non-audit services to
be performed by the independent accountants.
The functions of our audit committee are effectively served by our Board of Directors.
Code of Ethics
We have adopted a Code of Ethics that applies to all the Company’s directors, officers and employees. A
copy of our Code of Ethics was incorporated by reference in our previously filed on Form 10-KSB for the
year ended December 31, 2006 as an exhibit.
Significant Employees
We do not have any other significant employees, other than our directors and executive officers named
above.
Term of Office
The Company’s directors are appointed for a one (1) year term to hold office until the next annual
shareholders meeting or until removed from office in accordance with the Company’s bylaws. The
Company’s executive officers are appointed by the Board of Directors and hold office until removed by
the Board.
Involvement in Certain Legal Proceedings
During the past ten years there are no events that occurred related to an involvement in legal proceedings
that are material to an evaluation of the ability or integrity of the Company directors, or persons
nominated to become directors or executive officers.
Compliance with Section 16(a) of the Securities Exchange Act
Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who
beneficially own more than ten percent of our equity securities, to file reports of ownership and changes
in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten
percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms
they file. Based on our review of the copies of such forms received by us, we believe that during the fiscal
year ended December 31, 2016 all such applicable filing requirements were met.
ITEM 11.
ITEM 11.
EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The objective of the Company’s compensation program is to provide an incentive to our chief executive
officer and chief financial officer for services rendered. The compensation program for our sole executive
officer is comprised of a consulting fee paid to a related party based on separate services rendered in
connection with maintaining our disclosure obligations with the Commission. We utilize this form of
compensation because we feel that it is adequate to retain and motivate our executive officer at this stage
of our development. Nonetheless, when we develop or acquire an existing business opportunity our
intention in respect to executive compensation would be to compensate Company executives in
accordance with compensatory packages typical of other development stage companies. We do not expect
to rely on any specific formula to determine compensation. Future compensation arrangements for
Company executives will most likely include salaries, stock awards and stock options.
Executive compensation paid to a company controlled by our current chief executive officer and chief
financial officer for the periods ended December 31, 2016, and December 31, 2015, were $9,731 and
$7,894 respectively.
During the year ended December 31, 2016 the Company incurred director’s fees of $1,600 (2015 -
$1,600).
Table
The following table provides summary information for 2016 and 2015 concerning cash and non-cash
compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and the
chief financial officer and (ii) any other employee to receive compensation in excess of $100,000.
Summary Compensation Table
Name and
Year Salary Bonus
Stock
Option
Non-Equity
Change in Pension
All Other
Total
Principal
Awards Awards
Incentive Plan
Value and
Compensation
Position
($)
($)
Compensation
Nonqualified
($)
($)
($)
Deferred
($)
($)
Compensation
($)
Ruairidh
-
-
-
-
-
-
9,731
9,731
Campbell
CEO, CFO,
-
-
-
-
-
-
7,894
7,894
PAO, and
Director
Outstanding Equity Awards as of December 31, 2016
There were no outstanding equity awards as of December 31, 2016 for our named executive officer.
No share purchase options were granted to our named executive officer during our fiscal year ended
December 31, 2016.
Long-Term Incentive Plans
We do not have any long-term incentive plans, pension plans, or similar compensatory plans for our
directors or executive officers.
Change of Control Agreements
We are not party to any change of control agreements with any of our directors or executive officers.
Compensation of Directors
The following table summarizes the compensation of our Company directors for the year ended
December 31, 2016:
Fees
Non-qualified
Earned or
Non- Equity
Deferred
Paid in
Stock
Option
Incentive Plan Compensation
All Other
Cash
Awards Awards
Compensation
Earnings
Compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
Sir John Baring
-
-
-
-
-
Shawn Teigen
-
-
-
-
-
Ruairidh Campbell
-
-
-
-
-
-
-
Employment Agreements
There are no employment agreements with the named executive officer.
ITEM 12.
ITEM 12.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The following table sets forth certain information concerning the number of shares of our common stock
owned beneficially (1) as at December 31, 2016, by: (i) each of our directors, (ii) each of our executive
officers, (iii) our executive officers and directors as a group, and (iv) each beneficial shareholder known
to us to own more than 5% of our outstanding common stock. Unless otherwise indicated, the
shareholders listed possess sole voting and investment power with respect to the shares shown.
Name and Address
Number of Common
Percentage of
Title of Class
of Beneficial Owner
Shares
Common Shares(1)
Directors and Officers
Common Stock
Ruairidh Campbell, CEO, CFO, PAO and director
299 S. Main Street, 13th Floor,
-
-
Salt Lake City, Utah 84111
Common Stock
Shawn Teigen, director
299 S. Main Street, 13th Floor,
-
-
Salt Lake City, Utah 84111
Common Stock
Sir John Baring, director
299 S. Main Street, 13th Floor,
14,625
1.4%
Salt Lake City, Utah 84111
Common Stock
All Directors and Executive
14,625
1.4%
Officers as a Group (3 persons)
(1)
Under Commission Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly,
through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the
power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the
disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons
share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a
person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of
which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is
deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition
rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the
person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on
December 31, 2016. The percentage calculations are based on the aggregate of 1,034,030 shares issued and outstanding as at
December 31, 2016.
Change of Control
The acquisition of CaiE as a wholly owned subsidiary would result in a change in control of the
Company. We are not aware of any other arrangement that might result in a change in control in the
future.
Equity Compensation Plan Information as at December 31, 2016
Number of securities
Number of securities
remaining available
to be issued upon
for future issuance
Plan Category
exercise of outstanding
Exercise price
under equity
options.
compensation plans
Equity compensation plan approved
N/A
150,000
by security holders
Equity compensation plans not
approved by security holders
N/A
N/A
N/A
ITEM 13.
ITEM 13.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE
Certain Relationships and Related Transactions
None of our directors or executive officers, nor any proposed nominee for election as a director, nor any
person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights
attached to all of our outstanding shares, nor any members of the immediate family (including spouse,
parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct
or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed
transaction which, in either case, has or will materially affect us.
Director Independence
Our common stock trades in the OTCQB. As such, we are not currently subject to corporate governance
standards of listed companies, which require, among other things, that the majority of the board of
directors be independent.
Since we are not currently subject to corporate governance standards relating to the independence of our
directors, we choose to define an “independent” director in accordance with NASDAQ Marketplace Rule
5605(a)(2)). The NASDAQ independence definition includes a series of objective tests, such as that the
director is not an employee of the company and has not engaged in various types of business dealings
with the company. The Company has two independent directors under the above definition.
ITEM 14.
ITEM 14.
PRINCIPAL ACCOUNTANT FEES AND SERVICES
The following table sets forth information regarding the amount billed to us by our independent auditor,
Davidson & Company, LLP, for our fiscal years ended December 31, 2016 and 2015:
Years ended December 31
Audit Fees:
$10,000
$10,000
Audit Related Fees:
$ 4,590
$ 4,590
Tax Fees:
$
-
$
-
All Other Fees:
$
-
$
-
Total:
$14,590
$14,590
Audit Fees
Audit Fees are the aggregate fees billed by our independent auditor for the audit of our consolidated
annual financial statements and attestation services that are provided in connection with statutory and
regulatory filings or engagements.
Audit-Related Fees
Audit-Related Fees are fees charged by our independent auditor for assurance and related services that are
reasonably related to the performance of the audit or review of our financial statements and are not
reported under "Audit Fees." This category comprises fees billed for independent accountant review of
our interim financial statements and management discussion and analysis, as well as advisory services
associated with our financial reporting.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
Our Audit Committee pre-approves all audit services to be provided to us by our independent auditors.
Our Audit Committee’s policy regarding the pre-approval of non-audit services to be provided to us by
our independent auditors is that all such services shall be pre-approved by the Audit Committee. Non-
audit services that are prohibited to be provided by our independent auditors may not be pre-approved. In
addition, prior to the granting of any pre-approval, our Audit Committee must be satisfied that the
performance of the services in question will not compromise the independence of the auditors.
PART IV
ITEM 15.
ITEM 15.
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages
through, and are included as part of this Form 10-K:
Consolidated financial Statements of the Company for the years ended December 31, 2016 and 2015:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Income
Consolidated Statement of Stockholders’ Deficiency
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(b) Exhibits
The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on
page 28 of this Form 10-K, and are incorporated herein by this reference.
(c) Financial Statement Schedules
We are not filing any financial statement schedules as part of this Form 10-K because such schedules are
either not applicable or the required information is included in the financial statements or notes thereto.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
Arvana Inc.
By: /s/ Ruairidh Campbell
Ruairidh Campbell, Chief Executive Officer,
Chief Financial Officer, and Principal
Accounting Officer
Date: April 7, 2017
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: /s/ Sir John Baring
Sir John Baring
Director
Date: April 7, 2017
By: /s/ Ruairidh Campbell
Ruairidh Campbell
Director
Date: April 7, 2017
By: /s/ Shawn Teigen
Shawn Teigen
Director
Date: April 7, 2017
EXHIBIT INDEX
Regulation
S-K Number Exhibit
2.1
Agreement and Plan of Reorganization between the Company, Arvana Networks, Inc.
and the Shareholders of Arvana Networks, Inc. dated August 18, 2005(1)
3.1
Articles of Incorporation(2)
3.2
Bylaws, as amended(2)
3.3
Amendment to Articles of Incorporation (3)
10.1
2006 Stock Option Plan, dated June 5, 2006(4)
14.1
Code of Ethics (5)
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(a) of the Exchange Act (6)
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule
13a-14(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002 (6)
101.INS
XBRL Instance Document(7)
101.PRE
XBRL Taxonomy Extension Presentation Linkbase(7)
101.LAB
XBRL Taxonomy Extension Label Linkbase(7)
101.DEF
XBRL Taxonomy Extension Label Linkbase(7)
101.CAL
XBRL Taxonomy Extension Label Linkbase(7)
101.SCH
XB RL Taxonomy Extension Label Linkbase(7)
(1) Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed
with the SEC on August 19, 2005.
(2) Previously filed with the SEC as an exhibit to the Company’s registration statement on Form 10- SB
filed with the SEC on May 24, 2000.
(3) Previously filed with the SEC as an exhibit to the Company’s registration statement on Form 8-K
filed with the SEC on October 12, 2010.
(4) Previously filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 8-K filed
with the SEC on June 7, 2006.
(5) Previously filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-KSB filed
with the SEC on April 16, 2007.
(6) Filed as an exhibit to this Annual Report on Form 10-K.
(7) Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not
“filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the
Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the
Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.
Exhibit 31
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002
I, Ruairidh Campbell certify that:
1. I have reviewed this report on Form 10-K of Arvana Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to
state a material fact necessary to make the statements made, in light of the circumstances under which
such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this
report, fairly present in all material respects the financial condition, results of operations and cash flows
of the registrant as of, and for, the periods presented in this report;
4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and
internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)
for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such disclosure controls and
procedures to be designed under our supervision, to ensure that material information relating to
the registrant, including its consolidated subsidiaries, is made known to us by others within those
entities, particularly during the period in which this report is being prepared;
b) Designed such internal control over financial reporting, or caused such internal control over
financial reporting to be designed under our supervision, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial statements for
external purposes in accordance with generally accepted accounting principles;
c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in
this report our conclusions about the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such evaluation; and
d) Disclosed in this report any change in the registrant’s internal control over financial reporting that
occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in
the case of an annual report) that has materially affected, or is reasonably likely to materially
affect, the registrant’s internal control over financial reporting; and
5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant's auditors and the audit committee of the
registrant's board of directors (or persons performing the equivalent functions):
a) All significant deficiencies and material weaknesses in the design or operation of internal controls
over financial reporting which are reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a
significant role in the registrant's internal controls over financial reporting.
Date: April 7, 2017
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
Exhibit 32
CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT OF 2002
In connection with the report on Form 10-K of Arvana Inc. for the annual period ended December 31,
2016, as filed with the Securities and Exchange Commission on the date hereof, I, Ruairidh Campbell, do
hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of
2002, that, to the best of my knowledge and belief:
(1) This report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
(2) The information contained in this report fairly represents, in all material respects, the financial
condition of the registrant at the end of the period covered by this report and results of operations
of the registrant for the period covered by this report.
Date: April 7, 2017
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
This certification accompanies this report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall
not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant
for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not
be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended (whether made before or after the date of this report),
irrespective of any general incorporation language contained in such filing.
A signed original of this written statement required by §906 has been provided to the registrant and will
be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon
request.