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 and as of January 1, 2010 re-entered the development stage. We have
since been in the process of seeking out other business opportunities.
Our office is located at 700 Lavaca Street, Suite 1400, Austin, Texas 78701, and our telephone number is
(512) 462-3327. Our registered agent is Gateway Enterprises, Inc. 3230 East Flamingo Road, Las Vegas,
Nevada 89121.
The Company currently trades on the OTC Markets Group, Inc. over the counter market platform under
the symbol “AVNI.”
Company
Our present intent is to identify and evaluate business opportunities that might prove to 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 while we evaluate potential businesses.
Selection of a Business
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 intend to become a party to a merger, consolidation, reorganization, joint venture, franchise or
licensing agreement with another corporation or entity. The Company may also purchase stock or assets
of an existing business. On the consummation of a transaction, it is possible that our present management
and shareholders would not be in control of the Company. In addition, our sole officer and directors 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 might agree to register securities either
at the time the transaction is consummated, under certain conditions, or at a specified time thereafter. The
issuance of substantial additional securities and their potential sale into any trading market would likely
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 (the “Code”). 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 could result in
significant dilution in the equity of such 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 any merger or acquisition. The percentage
ownership might be subject to 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 then
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 the 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 is a development stage company and 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 currently operates under and holds 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, 2013 and 2012, 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 700 Lavaca Street, Suite 1400, Austin, Texas 78701. We pay
monthly rent of $75 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 currently are not a party to any material 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, 2013
$
0.10
$
0.10
September 30, 2013
$
0.14
$
0.14
June 30, 2013
$
0.13
$
0.13
March 31, 2013
$
0.16
$
0.16
December 31, 2012
$
0.16
$
0.16
September 30, 2012
$
0.30
$
0.15
June 30, 2012
$
0.25
$
0.15
March 31, 2012
$
0.37
$
0.15
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, 2013, there were 55 shareholders of record holding a total of 885,130 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, 2013, the Company had no outstanding warrants to purchase shares of our common
stock.
Stock Options
As of December 31, 2013, the Company had no outstanding stock options to purchase shares of our
common stock.
Convertible Securities
As of December 31, 2013, the Company had no outstanding stock options to purchase shares of our
common stock.
Securities Authorized for Issuance Under Equity Compensation Plans
The Company has not authorized any securities for issuance under any equity compensation plan.
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,
2013.
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 quarter ended December 31, 2013, there were no sales of the Company’s securities.
Trading Information
The Company’s common stock is currently approved for quotation under the symbol “AVNI”. The
information for our transfer agent is as follows:
Interwest Transfer Company
1981 E. Murray-Holladay Road
Holladay, Utah 84117-5164
(801) 272-9294
Section 15(g) of the Securities Exchange Act of 1934
Our shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended that imposes
additional sales practice requirements on broker/dealers who sell such securities to persons other than
established customers and accredited investors (generally institutions with assets in excess of $5,000,000
or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000
jointly with their spouses). For transactions covered by the Rule, the broker/dealer must make a special
suitability determination for the purchase and have received the purchaser’s written agreement to the
transaction prior to the sale. Consequently, the Rule may affect the ability of broker/dealers to sell our
securities and also may affect your ability to sell shares in the secondary market.
Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny
securities. These rules require a one page summary of certain essential items. The items include the risk
of investing in penny stocks in both public offerings and secondary marketing; terms important to in
understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers
“spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its
customers, including the disclosures required by any other penny stock disclosure rules; the customers
rights and remedies in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone
number and the central number of the North American Administrators Association, for information on the
disciplinary history of broker/dealers and their associated persons.
The application of the penny stock rules may affect your ability to resell your shares.
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 identify and acquire a suitable
business opportunity. We will require a minimum of $50,000 in funding over the next 12 months to
maintain current operations and seek out a suitable business opportunity. Should we identify a new
opportunity within this time frame, for acquisition or development, the Company will most likely need
additional funding to complete any given transaction. The amount of funding required will depend on the
opportunity and is not determinable at this time.
We anticipate that the required prospective funding will be in the form of equity financing from the sale
of our common stock since we have no assets with which to secure debt financing other than that
procured in small unsecured advances from shareholders. However, the Company does not have any
financing arranged and cannot provide any assurance that it will be able to realize sufficient funding from
the sale of our common stock to maintain operations. Management is currently considering all avenues
available to obtain the financing required to maintain operations while seeking out a suitable business
opportunity.
Accordingly, we will require continued financial support from our shareholders and creditors until we are
able to generate sufficient cash flow from operations to maintain operations on a sustained basis. There is
substantial doubt that we will be successful at achieving these results.
Results of Operations
During the year ended December 31, 2013, the Company (i) sought out prospective business
opportunities; and (ii) satisfied continuous public disclosure requirements.
Our operations for the years ended December 31, 2013 and 2012 are summarized below.
Operating Expenses:
General and Administration
$
69,069
$
257,539
Depreciation
$
-
$
-
Loss from operations
$
69,069
$
257,539
Interest expense
$
49,465
$
47,986
Foreign exchange (gain) loss
$
(27,344)
$
20,171
Net Loss for the Year
$
91,190
$
325,696
Comprehensive Losses for the Periods Presented
For the period from January 1, 2010, to December 31, 2013, the Company recorded a net loss of
$854,763. We realized a net loss for the year ended December 31, 2013 of $91,190 compared with a net
loss of $325,696 for the year ended December 31, 2012. Our net losses decreased due to an unrealized
foreign exchange gain in the year ended December 31, 2013 of $27,344 as compared to an unrealized
foreign exchange loss of $20,171 in the year ended December 31, 2012, due to the relative decrease in the
value of the Canadian currency used to pay liabilities accrued in foreign currencies.
We did not generate revenue during this period and expect to continue to incur losses over the next twelve
months which we believe will be comparable to the those incurred in the current annual period or until
such time as a new net income business opportunity is concluded.
Capital Expenditures
The Company expended no amounts on capital expenditures for the period from January 1, 2010, to
December 31, 2013.
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
The Company is in the development stage and has since inception experienced significant changes in
liquidity, capital resources, and stockholders’ deficit. The Company had current and total assets of $321
as of December 31, 2013, consisting solely of cash and a working capital deficit of $2,396,017 as
compared to current and total assets of $1,254, consisting solely of cash and a working capital deficit of
$2,304,827 as of December 31, 2012. Net stockholders' deficit in the Company was $2,396,017 at
December 31, 2013 as compared to a net stockholder’s deficit in the Company of $2,304,827 at
December 31, 2012.
Cash Used in Operating Activities
Cash flow used in operating activities was $149,388 for the period from January 1, 2010, to December 31,
2013. Cash flow used in operating activities for the twelve month period ended December 31, 2013 was
$27,140 as compared to $38,720 for the twelve month period ended December 31, 2012. The change in
cash flows used in operating activities over the current period can be attributed to the decrease in net loss
in the current twelve month period due primarily to decreases in administrative expenses. Our cumulative
cash flow used in operating activities was used on accounting, administration, consulting, legal expenses
and filing fees. We expect to continue to use cash flow in operating activities over the next twelve months
or until such time as the Company can generate sufficient revenue to transition away from net losses.
Cash Used in Investing Activities
Cash flow used in investing activities was $0 for the period from January 1, 2010, to December 31, 2013.
We do expect to use cash flow in investing activities in connection with the development or acquisition of
a suitable business opportunity. Until such time as such unidentified opportunity is concluded, we do not
expect to use cash flows in investing activities.
Cash Flows from Financing Activities
Cash flow provided from financing activities was $149,175 for the period from January 1, 2010, to
December 31, 2013. Cash flow provided by financing activities for the twelve months ended December
31, 2013, decreased to $26,207 as compared to $38,240 for the twelve months ended December 31, 2012.
The decrease in cash flow provided from financing activities over the comparative twelve month periods
can be attributed to the decrease in unsecured loan amounts procured from shareholders. We expect to
continue to use cash flow provided by financing activities to procure sufficient funds to maintain
operations in order 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. We will have to seek at least $50,000 in debt or equity financing over the next twelve months to
maintain operations. The Company has no current commitments or arrangements with respect to, or
immediate sources of this funding. Further, no assurances can be given that funding is available. The
Company’s shareholders are the most likely source of new funding in the form of loans or equity
placements though none have made any commitment for future investment and the Company has no
agreement formal or otherwise. The Company’s inability to obtain sufficient funding to maintain
operations will have a material adverse affect on its ability to fulfill its current plan of operation to search
for suitable business opportunities.
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, 2013.
The Company had no commitments for future capital expenditures that were material at December 31,
2013.
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, 2013, 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, 2013 and
2012, 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 $23,560,185 since inception and negative cash flows
from operating activities as of December 31, 2013. The Company’s ability to continue as a going
concern is subject to the ability of the Company to realize a profit and /or obtain funding from outside
sources. Management’s plan to address the Company’s ability to continue as a going concern includes:
(i) obtaining funding from the private placement of debt or equity; and (ii) realizing revenues from its
prospective development or acquisition of a suitable business opportunity. 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.
Stock-Based Compensation
We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, which
addresses the accounting for stock-based payment transactions in which an enterprise receives employee
services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair
value of the enterprise’s equity instruments or that may be settled by the issuance of such equity
instruments.
We account for equity instruments issued in exchange for the receipt of goods or services from other than
employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the
consideration received or the estimated fair value of the equity instruments issued, whichever is more
reliably measurable. The value of equity instruments issued for consideration other than employee
services is determined on the earliest of a performance commitment or completion of performance by the
provider of goods or services.
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, 2013, 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, 2013 and 2012
Consolidated Statements of Operations and comprehensive loss for the years ended December 31, 2013 and
2012 and cumulative amounts from the beginning of the development stage on January 1, 2010 to December
31, 2013
Consolidated Statements of Cash Flows for the years ended December 31, 2013 and 2012 and cumulative
amounts from the beginning of the development stage on January 1, 2010 to December 31, 2013
Consolidated Statements of Changes in Stockholders’ Equity for the period from the beginning of the
development stage on January 1, 2010 to December 31, 2013
Notes to Consolidated Financial Statements
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Shareholders and the Board of Directors of
Arvana Inc. and subsidiaries
We have audited the accompanying consolidated financial statements of Arvana, Inc. (the “Company”), which comprise the consolidated balance sheets of Arvana, Inc. as ofDecember 31, 2013 and 2012, and the related consolidated statements of operations and comprehensive loss, changes in stockholders’ deficiency, and cash flows for the years ended December 31, 2013 and 2012 and the period from the beginning of the development stage on January 1, 2010 to December 31, 2013
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, 2013 and 2012, and the results of its operations and its cash flows for the years ended December 31, 2013 and 2012 and the period from the beginning of the development stage on January 1, 2010 to December 31, 2013 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, Arvana, Inc. 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”
“DAVIDSON & COMPANY LLP”
Vancouver, Canada
Chartered Accountants
March 31, 2014
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Balance Sheets
(Expressed in US Dollars)
December 31,
December 31,
ASSETS
Current assets:
Cash
$
$
1,254
Total assets
$
$
1,254
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities
$ 1,056,941
$
1,017,344
Loans payable stockholders (Note 3)
666,511
631,631
Loans payable related party (Note 3)
34,950
36,741
Loans payable (Note 3)
144,402
145,051
Amounts due to related parties (Note 3)
493,534
475,314
Total current liabilities
2,396,338
2,306,081
Stockholders' deficiency
Common stock, $0.001 par value 5,000,000 authorized,
885,130 shares issued and outstanding at
December 31, 2013 and 2012, respectively (Note 4)
Additional paid-in capital
21,166,619
21,166,619
Deficit
(22,705,422)
(22,705,422)
Deficit accumulated during the development stage
(854,763)
(763,573)
(2,392,681)
(2,301,491)
Less: Treasury stock - 2,085 common shares at
December 31, 2013 and 2012, respectively
(3,336)
(3,336)
Total stockholders’ deficiency
(2,396,017)
(2,304,827)
$
$
1,254
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Operations and Comprehensive Loss
(Expressed in US Dollars)
Cumulative amounts
from the beginning
of the development
For the year ended
stage on
December 31,
January 1, 2010 to
December 31, 2013
Operating expenses
General and administrative
$
69,069
$
257,539 $
730,760
Depreciation
-
-
Total operating expenses
69,069
257,539
730,863
Loss from operations
(69,069)
(257,539)
(730,863)
Interest expense
(49,465)
(47,986)
(186,153)
Foreign exchange gain (loss)
27,344
(20,171)
62,253
Net loss and comprehensive loss
$
(91,190)
$
(325,696) $
(854,763)
Per common share information - basic and
diluted:
Weighted average shares outstanding
885,130
885,130
Net loss per common share - basic and
diluted
$
(0.10)
$
(0.37)
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Cash Flows
(Expressed in US Dollars)
Cumulative amounts
from the beginning
For the year ended
of the development
stage on
December 31,
January 1, 2010 to
December 31, 2013
Cash flows from operating activities
Net loss
$
(91,190) $ (325,696) $
(854,763)
Items not involving cash:
Depreciation and amortization
-
-
Unrealized foreign exchange
(26,043)
18,345
(58,510)
Changes in non-cash working capital:
Accounts payable and accrued
liabilities
54,834
303,700
464,856
Amounts due to related parties
35,259
(35,069)
298,926
Net cash used in operations
(27,140)
(38,720)
(149,388)
Cash flows from investing activities
Net cash used in investing activities
-
-
-
Cash flows from financing activities
Proceeds of loans payable stockholders
26,207
20,551
67,820
Proceeds of loans payable related
parties
-
17,689
36,522
Proceeds of loans payable
-
-
44,833
Net cash provided by financing
activities
26,207
38,240
149,175
Decrease in cash
(933)
(480)
(213)
Cash , beginning of period
1,254
1,734
Cash, end of period
$
$
1,254 $
Supplementary information
Cash paid for interest
$
- $
-
Cash paid for income taxes paid
$
- $
-
There were no non-cash investing and financing transactions for the years ended December 31, 2013 and
2012 or from the beginning of the development stage on January 1, 2010 to December 31, 2013.
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Consolidated Statements of Stockholders' Deficiency
(Expressed in US Dollars)
Deficit Accumulated
Total
Common Shares
Additional Paid-
During Development
Treasury
Stockholders’
Shares
Amount
in Capital
Deficit
Stage
Shares
Amount
(Deficiency)
From Inception to
December 31,
1,060,130 $
21,203 $
21,426,301
$
(22,705,422) $
-
(177,085) $
(283,336) $
(1,541,254)
Net loss for the
year ended
December 31,
(126,428)
(126,428)
Adjustment of par
value
(20,143)
20,143
Balance
December 31,
1,060,130
1,060
21,466,444
(22,705,422)
(126,428)
(177,085)
(283,336)
(1,667,682)
Cancellation of
treasury stock
(175,000)
(175)
(279,825)
175,000
280,000
Net loss for the
year ended
December 31,
(311,449)
(311,449)
Balance
December 31,
885,130
21,166,619
(22,705,422)
(437,877)
(2,085)
(3,336)
(1,979,131)
Net loss for the
year ended
December 31,
(325,696)
(325,696)
Balance
December 31,
885,130
21,166,619
(22,705,422)
(763,573)
(2,085)
(3,336)
(2,304,827)
Net loss for the
year ended
December 31,
(91,190)
(91,190)
Balance
December 31,
885,130 $
885 $
21,166,619
$
(22,705,422) $
(854,763)
(2,085) $
(3,336) $
(2,396,017)
The accompanying notes are an integral part of these consolidated financial statements.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(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, 2013 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 they are now all considered to be inactive subsidiaries.
As a result of this inactivity, the Company entered into a new development stage as of January 1, 2010.
Our reporting currency and functional currency 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, 2013, the Company incurred a loss from operations of $91,190. At December 31, 2013, the
Company had a working capital deficiency of $2,396,017. 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 shareholders 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
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(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 is a development stage company.
The Company’s fiscal year end is December 31. The accompanying consolidated financial statements of
Arvana, Inc. for the years ended December 31, 2013 and 2012, and for the cumulative amounts from the
beginning of the development stage on January 1, 2010, through December 31, 2013, 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
When translating the Brazilian subsidiary operations to the Company’s reporting currency non monetary
assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange
rate in effect on the transaction date. Revenue and expenses are translated at the average rates of exchange
prevailing during the periods.
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 loss.
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
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(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, 2013 and December
31, 2012 follows:
December 31,
December 31,
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
Cash
$321
$321
$1,254
$1,254
Accounts payable and accrued liabilities
1,056,941
1,056,941
1,017,344
1,017,344
Loans payable to stockholders
666,511
666,511
631,631
631,631
Loans payable to related party
34,950
34,950
36,741
36,741
Loans payable
144,402
144,402
145,051
145,051
Amounts due to related parties
493,534
493,534
475,314
475,314
The following table presents information about the assets that are measured at fair value on a recurring
basis as of December 31, 2013, 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
$
$
$
-
$
-
The fair value of cash is determined through market, observable and corroborated sources.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(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 consists 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) Loss per share
Basic loss per share is computed using the weighted average number of common shares outstanding
during the year. Diluted loss per share is computed using the weighted average number of common shares
and potentially dilutive common stock equivalents, including stock options and warrants. For the periods
presented, this calculation proved to be anti-dilutive.
l) Reclassifications
Certain of the comparative figures for the prior years have been reclassified to conform with the
presentation adopted in the current year.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(Expressed in U.S. Dollars)
2. Summary of Significant Accounting Policies (continued)
m) Recent accounting pronouncements
We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not
believe the future adoption of any such pronouncements may be expected to cause a material impact on
our financial condition or the results of our operations.
3. Amounts Due to Related Parties and Loans Payable to Stockholders
From February, 2007, until December 31, 2013, the Company received a number of loans from
stockholders, related parties and unrelated third parties. As of December 31, 2013, the Company had
received loans of $666,511 (Euro 225,000; CAD 72,300; $288,507) (December 31, 2012 - $631,631:
Euro 225,000; CAD 72,300; $262,300) from stockholders, loans of $34,950 (CAD 27,600; $9,000)
(December 31, 2012 - $36,741: CAD 27,600; $9,000) from a related party and loans of $144,402 (CAD
10,000; $ 135,000) (December 31, 2012 - $ 145,051: CAD 10,000; $135,000) 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 $268,271 and $215,518 is included in
accounts payable and accrued expenses at December 31, 2013, and December 31, 2012, respectively.
Interest expense recognized on these loans was $49,465 for the year ended December 31, 2013, compared
to $47,986 for the year ended December 31, 2012.
At December 31, 2013, and December 31, 2012, the Company had amounts due to related parties of
$684,169 and $679,108, respectively. This amount includes $136,100 at December 31, 2013, and
December 31, 2012, 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.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(Expressed in U.S. Dollars)
4. Common stock
We have a stock option plan in place under which we are authorized to grant options to executive officers
and directors, employees and consultants enabling them to acquire up to 10% of our issued and
outstanding common stock. Under the plan, the exercise price of each option equals the market price of
our stock as calculated on the date of grant. The options can be granted for a maximum term of 10 years.
Vesting terms are determined at the time of grant.
At December 31, 2013 and December 31, 2012, there were no stock options outstanding. No options
were granted, exercised or expired during the year ended December 31, 2013 or the year ended December
31, 2012.
On September 30, 2010, the Company completed a common stock reverse split of one share for each
twenty shares outstanding. These consolidated financial statements have been prepared showing after
reverse stock split shares with a par value of $0.001.
On September 6, 2011, the Company cancelled 175,000 shares of its treasury stock of which cancellation
removed $175 from common stock and $279,825 from additional paid-in capital.
5. Segmented Information
The Company has no reportable segments.
6. 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, 2013 and 2012, 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:
Loss for the year before income taxes
$
(91,190 ) $
(325,696)
Computed expected tax benefit
$
(31,005 ) $
(110,829)
Non-deductible expenses
(9,297 )
6,858
Change in valuation allowance
40,302
103,971
Income tax expense
$
- $
-
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(Expressed in U.S. Dollars)
6. Deferred Income Taxes (continued)
The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and
deferred tax liabilities at December 31, 2013 and 2012 are presented below:
Deferred tax assets:
Net operating loss carry forwards - US
$
757,240 $
716,938
Valuation allowance
(757,240)
(716,938)
Net deferred tax asset
$
- $
-
The valuation allowance for deferred tax assets as of December 31, 2013, and 2012, was $757,240 and
$716,938, 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 $2,200,000 prior to the expiration of the net operating loss carry-
forwards.
7. Related Party Transactions
Other than amounts payable to related parties as disclosed below and in Note 3, the Company also
incurred directors’ fees of $800 and legal fees of $4,401 paid to a company controlled by our chief
executive officer during the year ended December 31, 2013.
Our former chief executive officer and former director had 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, 2013
our former chief executive officer was owed $78,704 (CAD 83,710) for services rendered as an officer,
compared to $60,306 (CAD 60,000) as at December 31, 2012.
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, 2013 our
former chief financial officer was owed $58,870 for services rendered as an officer, compared to $48,000
as of December 31, 2012.
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 $190,634
(CAD 202,759) of unpaid amounts payable.
Arvana Inc. and Subsidiaries
(A Development Stage Company)
Notes to Consolidated Financial Statements
For the Years Ended December 31, 2013 and 2012
(Expressed in U.S. Dollars)
7. Related Party Transactions (continued)
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 $199,481 for unsecured non-interest
bearing amounts due on demand loaned to the Company as of December 31, 2013, compared to $186,257
as of December 31, 2012.
Our former chief executive officer and former director is owed $34,950 for unsecured amounts bearing
6% interest due on demand loaned to the Company as of December 31, 2013, compared to $36,741 as of
December 31, 2012.
Our other former officers are owed a total of $99,083 for their prior services rendered as officers as at
December 31, 2013, compared to $104,957 as of December 31, 2012.
A director of the Company is owed $60,000 as of December 31, 2013 and December 31, 2012 for
services rendered as a director during 2007. Two former directors of the Company are owed $76,100 as of
December 31, 2013 and December 31, 2012 for services rendered as directors during 2007.
8. Subsequent Events
The Company evaluated its December 31, 2013 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.
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
Chief Executive Officer, Chief Financial Officer, Principal
Ruairidh Campbell
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 breath 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 new position management skills with a legal and business background
encompassing over 18 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
present.
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 has 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.
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
fiscal 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, 2013 all such filing requirements applicable to our officers and directors were
complied with, except that Messrs. Dhanani, Tinter and Naso should have filed Forms 3 when they
became officers and directors of the Company and subsequently Forms 5 on their respective resignations.
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 our current chief executive officer and chief financial officer for the
periods ended December 31, 2013, and December 31, 2012, were $4,401 and $0 respectively
Executive compensation accrued to our former chief executive officer for the periods ended December
31, 2013, and December 31, 2012 were $23,350 and $60,110 respectively. Executive compensation
accrued to our former chief financial officer for the periods ended December 31, 2013 and December 31,
2012 were $10,870 and $24,000 respectively.
Table
The following table provides summary information for 2013 and 2012 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($)
Ruairidh
-
-
-
-
-
-
4,401
4,401
Campbell
CEO, CFO,
-
-
-
-
-
-
-
-
PAO, and
Director (1)
Zahir
2013 23,350
-
-
-
-
-
-
23,350
Dhanani,
former CEO
2012 60,110
-
-
-
-
-
-
60,110
and
Director(2)
Arnold Tinter, 2013 10,870
-
-
-
-
-
-
10,870
former CFO,
PAO and
2012 24,000
-
-
-
-
-
-
24,000
Director (3)
(1) Mr. Campbell was appointed CEO and director on May 24, 2013 and chief financial officer and principal accounting
officer on June 25, 2013.
(2) Mr. Dhanni resigned as CEO and a director on May 24, 2013.
(3) Mr. Tinter resigned as CFO, PAO and a director on June 14, 2013.
Outstanding Equity Awards as of December 31, 2013
There were no outstanding equity awards as of December 31, 2013 for any of our named executive
officers.
No share purchase options were granted to or exercised by our named executive officers during our fiscal
year ended December 31, 2013.
Long-Term Incentive Plans
We do not have any long-term incentive plans, pension plans, or similar compensatory plans for our
directors or executive officers.
Change of Control Agreements
We are not party to any change of control agreements with any of our directors or executive officers.
Compensation of Directors
The following table summarizes the compensation of our company’s directors for the year ended
December 31, 2013:
Fees
Non-qualified
Earned or
Non- Equity
Deferred
Paid in
Stock
Option
Incentive Plan Compensation
All Other
Cash
Awards Awards
Compensation
Earnings
Compensation
Total
Name
($)
($)
($)
($)
($)
($)
($)
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, 2013 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
-
-
700 Lavaca Street, Suite 1400,
Austin, Texas 78701
Common Stock
Shawn Teigen, director
700 Lavaca Street, Suite 1400,
-
-
Austin, Texas 78701
Common Stock
Sir John Baring, director
700 Lavaca Street, Suite 1400,
14,625
1.6%
Austin, Texas 78701
Common Stock
All Directors and Executive
14,625
1.6%
Officers as a Group (3 persons)
5% Shareholders
Common Stock
Ours Blanc Corp
47,500
5.4%
Avenida Manuel Maria Icaza
Panama 1169
Common Stock
Nazleal SA
46,875
5.3%
Talstrasse 20
CH-8001 Zurich
Switzerland
Common Stock
SV Commercial SA BVI
46,875
5.3%
Talstrasse 20
CH 8001 Zurich, Switzerland
(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, 2013. The
percentage calculations are based on the aggregate of 885,130 shares issued and outstanding as at December 31, 2013.
Change of Control
We are not aware of any arrangement that might result in a change in control in the future.
Equity Compensation Plan Information as at December 31, 2013
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 by
N/A
150,000
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, except as follows:
§ the Company paid a company related to its CEO, CFO and PAO for services rendered in
connection with the preparation of regulatory filings with the Commission.
§ the Company accrued certain amounts for the services of its former CEO and former CFO and
PAO.
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. We have 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, 2013 and 2012:
Years ended December 31
Audit Fees:
$10,000
$15,000
Audit Related Fees:
$ 3,485
$ 8,305
Tax Fees:
$
-
$
-
All Other Fees:
$
-
$
-
Total:
$13,485
$23,305
Audit Fees
Audit Fees are the aggregate fees billed by our independent auditor for the audit of our consolidated
annual financial statements, reviews of interim 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, 2013 and 2012:
Report of Independent Registered Public Accounting Firm
Consolidated Balance Sheets
Consolidated Statements of Operations and Comprehensive Loss
Consolidated Statement of Stockholders’ Equity
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 27 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, Principal Accounting
Officer and Director
Date: March 31, 2014
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/ Ruairidh Campbell
Ruairidh Campbell, Chief Executive Officer,
Chief Financial Officer, Principal Accounting
Officer and Director
Date: March 31, 2014
By: /s/ Sir John Baring
Sir John Baring
Director
Date: March 31, 2014
By: /s/ Shawn Teigen
Shawn Teigen
Director
Date: March 31, 2014
EXHIBIT INDEX
Regulation
S-K
Exhibit
Number
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.