10-Q
ARVANA INC (AVNI)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(Mark One)
☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15D of the Securities Exchange Act of 1934 for the quarterly period ended March 31, 2022.
☐
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period FROM _____TO_____.
Commission
file number: 0-30695
ARVANA INC.
(Exact name of registrant as specified in its charter)
| Nevada | 87-0618509 |
|---|---|
| (State<br> or other jurisdiction of incorporation or organization) | (I.R.S.<br> Employer Identification No.) |
299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111
(Address of principal executive offices) (Zip Code)
(801)232-7395
(Registrant’s telephone number, including area code)
n/a
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes ☐ No ☒
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large,<br> accelerated filer ☐ | Accelerated<br> filer ☐ |
|---|---|
| Non-accelerated filer ☐ | Smaller<br> reporting company ☒ |
| Emerging<br> growth company ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes ☒ No ☐
Indicate
the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the only class of voting stock), at May 18, 2022, was 34,148,518.
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TABLE
OF CONTENTS
| PART I | FINANCIAL INFORMATION | |
|---|---|---|
| Item<br> 1. | Financial<br>Statements | 3 |
| Item<br> 2. | Management’s<br>Discussion and Analysis of Financial Condition and Results of Operations | 14 |
| Item<br> 3. | Quantitative<br>and Qualitative Disclosure About Market Risk | 17 |
| Item<br> 4. | Controls<br>and Procedures | 18 |
| PART II | OTHER INFORMATION | |
| Item<br> 1. | Legal<br> Proceedings | 19 |
| Item<br> 1A. | Risk<br> Factors | 19 |
| Item<br> 2. | Unregistered<br> Sales of Equity Securities and Use of Proceeds | 19 |
| Item<br> 3. | Defaults<br> Upon Senior Securities | 19 |
| Item<br> 4. | Mine<br> Safety Disclosures | 19 |
| Item<br> 5. | Other<br> Information | 19 |
| Item<br> 6. | Exhibits | 19 |
| Signatures | 20 |
| 2 |
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ITEM
- FINANCIAL STATEMENTS
As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Arvana Inc., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited condensed financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.
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Arvana
Inc. Condensed Interim Balance Sheets
(Unaudited)
| December<br> 31 | |||||
|---|---|---|---|---|---|
| 2021 | |||||
| ASSETS | |||||
| Current<br> assets: | |||||
| Cash | 3,118 | $ | 3,340 | ||
| Total<br> assets | 3,118 | $ | 3,340 | ||
| LIABILITIES<br> AND STOCKHOLDERS' DEFICIENCY | |||||
| Current<br> liabilities | |||||
| Accounts<br> payable and accrued liabilities | 60,695 | $ | 54,931 | ||
| Convertible<br> loan (Note 8) | — | — | |||
| Loans<br> payable to stockholders (Note 3) | 15,500 | 15,500 | |||
| Loans<br> payable to related party (Note 3) | 300 | 300 | |||
| Loans<br> payable (Note 3) | — | — | |||
| Amounts<br> due to related parties (Note 7) | 37,038 | 34,194 | |||
| Total<br> current liabilities | 113,533 | 104,925 | |||
| Stockholders'<br> deficiency | |||||
| Common<br> stock, 0.001 par value 500,000,000 authorized, 34,148,518 and 34,148,518 shares issued and outstanding at March 31, 2022, and December<br> 31, 2021, respectively | 34,149 | 34,149 | |||
| Additional<br> paid-in capital | 35,956,574 | 35,956,574 | |||
| Deficit | (36,097,802 | ) | (36,088,972 | ) | |
| Total Stockholders' deficiency before treasury stock | (107,079 | ) | (98,249 | ) | |
| Less<br> Treasury stock – 2,085 common shares at March 31, 2022, and December 31, 2021, respectively | (3,336 | ) | (3,336 | ) | |
| Total<br> stockholders’ deficiency | (110,415 | ) | (101,585 | ) | |
| Total liabilities and stockholders’ deficit | 3,118 | $ | 3,340 |
All values are in US Dollars.
The
accompanying notes are an integral part of these condensed interim financial statements.
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Arvana
Inc. Condensed Interim Statements of Operations and Comprehensive Income (Loss)
(Unaudited)
| Three<br> Months Ended | ||||||
|---|---|---|---|---|---|---|
| March<br> 31, | ||||||
| 2022 | 2021 | |||||
| Operating<br> expenses | ||||||
| General<br> and administrative | 3,292 | 3,360 | ||||
| Professional<br> fees | 5,344 | 7,313 | ||||
| Total<br> operating expenses | $ | 8,636 | $ | 10,673 | ||
| Loss<br> from operations | (8,636 | ) | (10,673 | ) | ||
| Interest<br> expense (Note 3 and Note 8) | (194 | ) | (12,299 | ) | ||
| Foreign<br> exchange gain | — | 20,713 | ||||
| Net<br> loss and comprehensive loss | $ | (8,830 | ) | $ | (2,259 | ) |
| Per<br> common share information - basic and diluted: | ||||||
| Weighted<br> average shares outstanding | 34,148,518 | 4,610,670 | ||||
| Net<br> loss per common share – basic and diluted | $ | (0.00 | ) | (0.00 | ) |
The
accompanying notes are an integral part of these condensed interim financial statements.
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Arvana
Inc.
Condensed
Interim Statements of Cash Flows
(Unaudited)
| Three<br> Months Ended | ||||||
|---|---|---|---|---|---|---|
| March<br> 31, | ||||||
| 2022 | 2021 | |||||
| Cash<br> flows from operating activities | ||||||
| Net<br> loss | $ | (8,830 | ) | $ | (2,259 | ) |
| Items<br> not involving cash: | ||||||
| Interest<br> expense | — | 12,299 | ||||
| Unrealized<br> foreign exchange | — | (37,878 | ) | |||
| Changes<br> in non-cash working capital: | ||||||
| Accounts<br> payable and accrued liabilities | 5,764 | 20,028 | ||||
| Amounts<br> due to related parties | 2,844 | 3,723 | ||||
| Net<br> cash used in operations | (222 | ) | (4,087 | ) | ||
| Cash<br> flows from investing activities | ||||||
| Net<br> cash used in investing activities | — | — | ||||
| Cash<br> flows from financing activities | ||||||
| Proceeds<br> of loans payable | — | — | ||||
| Net<br> cash provided by financing activities | — | — | ||||
| Change<br> in cash | (222 | ) | (4,087 | ) | ||
| Cash,<br> beginning of period | 3,340 | 3,340 | ||||
| Cash,<br> end of period | $ | 3,118 | $ | 907 | ||
| Supplementary<br> information | ||||||
| Cash<br> paid for interest | $ | — | $ | — | ||
| Cash<br> paid for income taxes | $ | — | $ | — |
The
accompanying notes are an integral part of these condensed interim financial statements.
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Arvana
Inc.
Supplemental
Disclosure of Cash Flow Information
(Unaudited)
| Three<br> Months Ended | ||||
|---|---|---|---|---|
| March<br> 31, | ||||
| 2022 | 2021 | |||
| Non-cash<br> operating activities (Note 3) | $ | — | $ | — |
| Non-cash<br> financing activities (Note 3) | $ | — | $ | — |
| Non-cash<br> investing activities | $ | — | $ | — |
The
accompanying notes are an integral part of these condensed interim financial statements.
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Arvana
Inc.
Statements
of Stockholders' Deficiency
(Unaudited)
| Common<br> Shares | Treasury | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares | Amount | Additional<br> Paid-in Capital | Deficit | Shares | Amount | Total<br> Stockholders’ Deficiency | ||||||||||||
| Balance,<br> December 31, 2020 | 4,610,670 | 4,611 | 21,920,189 | (23,972,524 | ) | (2,085 | ) | (3,336 | ) | (2,051,060 | ) | |||||||
| Net<br> loss for the period ended March 31, 2021 | — | — | — | (2,259 | ) | — | — | (2,259 | ) | |||||||||
| Balance,<br> March 31, 2021 | 4,610,670 | 4,611 | 21,920,189 | (23,974,783 | ) | (2,085 | ) | (3,336 | ) | (2,053,319 | ) | |||||||
| Debt<br> settlement | 29,573,848 | 29,538 | 14,036,385 | 14,065,923 | ||||||||||||||
| Net<br> income for the period ended December 31, 2021 | — | — | — | (12,114,189 | ) | — | — | (12,114,189 | ) | |||||||||
| Balance,<br> December 31, 2021 | 34,148,518 | 34,149 | 35,956,574 | (36,088,972 | ) | (2,085 | ) | (3,336 | ) | (101,585 | ) | |||||||
| Net<br> loss for the period ended March 31, 2021 | — | — | — | (8,830 | ) | — | — | (8,830 | ) | |||||||||
| Balance,<br> March 31, 2022 | 34,148,518 | $ | 34,149 | $ | 35,956,574 | $ | (36,097,802 | ) | $ | (2,085 | ) | $ | (3,336 | ) | $ | (110,415 | ) | |
| The<br> accompanying notes are an integral part of these condensed interim financial statements. |
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Arvana
Inc.
Notes
to Condensed Interim Financial Statements
March
31, 2021
(Unaudited)
1. Natureof Business and Ability to Continue as a Going Concern
The Company was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of December 31, 2009. The Company is presently focused on evaluating business opportunities for merger or acquisition sufficient to support operations and increase stockholder value.
On March 17, 2016, the Company signed a non-binding memorandum of understanding intent on acquiring a fresh food manufacturer and distributor. On November 11, 2020, we notified the intended target that the Company was no longer interested in pursuing the acquisition of its business due to the delays attendant to the prospective transaction.
On May 21, 2021, the Company signed a non-binding term sheet intent on acquiring a multi-media platform. The term sheet required that the owner of the acquisition target first secure voting control of the Company as a pre-condition to his facilitating a transaction. The owner effectively secured voting control on June 30, 2021. On October 26, 2021, the Company signed a recission agreement and mutual release with the owner of the intended acquisition, as the parties were unable to agree on the structure of the prospective transaction.
These condensed interim financial statements have been prepared on a going concern basis, which assumes the realization of assets and the settlement of liabilities in the normal course of business.
For the three-month period ended March 31, 2022, the Company recognized net loss of $8,830 as a result of general administrative expenses, professional fees and interest expenses. The Company had a working capital deficiency of $110,415 as of March 31, 2022. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.
The World Health Organization declared coronavirus COVID-19 a global pandemic in March 2020. COVID-19 is a contagious disease that has adversely affected workforces, economies, and financial markets around the world. The Company can neither predict the duration or the magnitude of adverse results connected to COVID-19, nor can it predict the effect, if any, COVID-19 will have on its search to identify a business opportunity or its ability to attract sufficient capital to sustain operations.
The Company’s present intention is to identify, evaluate and secure a business opportunity to create value for its stockholders. During this search the Company will require continued financial support from stockholders and creditors until it is able to generate net cash flow from operations. While the Company is confident that a business opportunity will be identified, the insufficiency of its financial resources casts substantial doubt on whether it will be able to fulfill this objective.
Failure to obtain the ongoing support of stockholders and creditors may indicate that the preparation of these financial statements on a going concern basis is inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. The Company’s financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty.
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Arvana
Inc.
Notes
to Condensed Interim Financial Statements
March
31, 2021
(Unaudited)
2. Summaryof Significant Accounting Policies
a)Basis of presentation
The Company is in the process of evaluating business opportunities and has minimal operating expenses. The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the three months ended March 31, 2022, and 2021, 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-Q and Regulation S-X. The condensed interim financial statements and notes appearing in this report should be read in conjunction with our audited financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (“Commission”) on April 21, 2022. Results are not necessarily indicative of those which may be achieved in future periods.
b)Estimates
The preparation of 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.
c)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, convertible loan, loans payable and amounts due to related parties - 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 March 31, 2022, and December 31, 2021, are as follows:
| Estimated fair values | ||||||||
|---|---|---|---|---|---|---|---|---|
| March 31, 2022 | December 31, 2021 | |||||||
| Carrying<br> Amount | Fair<br> Value | Carrying<br> Amount | Fair<br> Value | |||||
| Cash | $ | 3,118 | $ | 3,118 | $ | 3,340 | $ | 3,340 |
| Accounts<br> payable and accrued liabilities | 60,695 | 60,695 | 54,931 | 54,931 | ||||
| Loans<br> payable to stockholders | 15,500 | 15,500 | 15,500 | 15,500 | ||||
| Loans<br> payable to related party | 300 | 300 | 300 | 300 | ||||
| Amounts<br> due to related parties | 37,038 | 37,038 | 34,194 | 34,194 |
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Arvana
Inc.
Notes
to Condensed Interim Financial Statements
March
31, 2021
(Unaudited)
The following table presents information about the assets that are measured at fair value on a recurring basis as of March 31, 2022, 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:
| Fair Value, Assets Measured on Recurring Basis | ||||||||
|---|---|---|---|---|---|---|---|---|
| **** | March 31, 2022 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||
| Assets: | ||||||||
| Cash | $ | 3,118 | $ | 3,118 | $ | — | $ | — |
The fair value of cash is determined through market, observable, and corroborated sources.
d)Recent accounting pronouncements
New and amended standards adopted by the Company
The were no new standards adopted by the Company in this reporting period.
3.Loans Payable
As
of March 31, 2022, the Company had received a loan of $15,500 (December 31, 2021 - $15,500) from a stockholder and a loan of $300 (December 31, 2021 – $300) from a related party. The current stockholder loan outstanding bears interest at 5% per annum. The balance of accrued interest of $279 and $85 is included in accounts payable and accrued liabilities at March 31, 2022, and December 31, 2021, respectively. Interest expense recognized on this loan was $194 for the three months ended March 31, 2022, compared to $ 0 nil for the three months ended March 31, 2021, respectively.
During
the year ended December 31, 2021, the Company extinguished $50,000 in loans payable to stockholders and corresponding accrued interest of $38,945.
On
July 23, 2021, loans payable to stockholders of $480,960, and $74,762, respectively, loans payable to a related party of $130,947, accrued interest of $361,283 on loans payable to stockholders, and accrued interest of $89,124 on loans payable to a related party were settled by the issuance of 21,127,123 common shares pursuant to three debt settlement agreements dated April 1, 2021, and five debt settlement agreements dated June 30, 2021.
On
July 23, 2021, accounts payable and accrued liabilities of $262,056 were settled by the issuance of 6,551,392 common shares pursuant to two debt settlement agreements dated June 30, 2021.
4. StockOptions
At March 31, 2022, and December 31, 2021, there were no stock options outstanding. No options were granted, exercised, or expired during the period ended March 31, 2022, and during the year ended December 31, 2021.
5. Commonstock
During
the three months ended March 31, 2022, the Company issued nil shares. During the year ended December 31, 2021, the Company issued 29,537,848 shares of its restricted common stock with a fair value of $14,065,923 to settle $662,251 in accounts payable and accrued liabilities, $107,800 in convertible loans, $480,960 in loans payable to stockholders, $130,947 in loans payable to related party, $74,762 in loans payable, and $149,124 in amounts due to related parties (Notes 3, 8, 9, 10).
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Arvana
Inc.
Notes
to Condensed Interim Financial Statements
March
31, 2021
(Unaudited)
6.Segmented Information
The Company has no reportable segments.
7. RelatedParty Transactions and Amounts Due to Related Parties
At
March 31, 2022, and December 31, 2021, the Company had amounts due to related parties of $37,038 and $34,194, respectively. A company controlled by our chief executive officer was owed $37,338 at March 31, 2022, and $34,494 at December 31, 2021. The amount due bears no interest, is unsecured, and has no fixed terms for repayment. The Company incurred advisory fees of $2,844 (March 31, 2021 - $4,569) that accrued to a company controlled by our chief executive officer during the three months ended March 31, 2022.
A
former chief executive officer and director assigned to a related corporation an unpaid amount of $161,234 (CAD $202,759) as of March 31, 2022, as per a debt assignment agreement effective January 1, 2012.
During
the year ended December 31, 2021, $220,071 ($130,947 in loans payable to related party and $89,124 in accrued interest on loans) was settled on July 23, 2021, by the issuance of 436,492 shares with a fair value of $207,421 resulting in a gain on debt settlement of $12,650, pursuant to a debt settlement agreement dated April 1, 2021.
During
the year ended December 31, 2021, amounts due to a former director and related entities of $369,888 (2020 - $ 0 Nil) were forgiven pursuant to two debt forgiveness agreements dated June 30, 2021, that forgave $206,302 and $163,586 respectively that was recorded as other income.
8. ConvertibleLoans
On May 18, 2016, the Company issued a convertible promissory note to a lender that accrued 10% per annum, in exchange for $50,000, initially due on November 17, 2017. The note was convertible into the Company’s common stock, in whole or in part, at any time prior to maturity at the option of the holder, at $0.20 per share. Since the conversion price was lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against the debt. The maturity date of the note was extended by amendment, to March 31, 2021, while all other terms of the note remained unchanged. The Company and the lender agreed to a debt settlement agreement to extinguish these loans and accrued interest by the issuance of common shares. During the three months ended March 31, 2022, and 2021, no discount was amortized as interest expense. Interest expense recognized on this loan was $nil 0 for the three months ended March 31, 2022, compared to $1,250 for the three months ended March 31, 2021. As of March 31, 2022, and December 31, 2021, the balance of the note was $nil and $nil, respectively. 0
On October 12, 2018, the Company issued a convertible note to a lender that accrued 10% per annum, in exchange for a series of loans that totaled $57,800 initially due on October 11, 2019. The note was convertible into the Company’s common stock, in whole or in part, at any time prior to maturity at the option of the holder at $0.20 per share. Since the conversion price was lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against the debt. The maturity date of the note was extended by amendment, to March 31, 2021, while all other terms of the note remained unchanged. The Company and the lender agreed to a debt settlement agreement to extinguish these loans and accrued interest by the issuance of common shares. During the three months ended March 31, 2022, and 2021, $nil 0 of the discount was amortized as interest expense. Interest expense recognized on this loan was $nil 0 for the three months ended March 31, 2022, compared to $1,445 for the three months ended March 31, 2021. As of March 31, 2022 and December 31, 2021, the balance of the note was $nil and $nil, respectively. 0
On
July 23, 2021, CaiE settled a total of $146,712 corresponding to convertible loans of $107,800, and accrued interest on convertible loans of $38,912 by the issuance of 359,333 common shares pursuant to a debt settlement agreement dated April 1, 2021.
9. SubsequentEvents
The Company evaluated its March 31, 2022, 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
April 19, 2022, the Company secured a loan of $20,244 pursuant to a credit agreement dated November 15, 2021, as amended, and issued a credit note in even amount that was provided to the lender.
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Item2. Management's Discussion and Analysis of Financial Condition and Results of Operations.
FORWARD
LOOKING STATEMENTS
This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly 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 Conditionbelow. 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. All information presented herein is based on the three months ended March 31, 2022, and March 31, 2021.
Overview
The Company was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.” On July 24, 2006, the Company’s changed its name to Arvana Inc. on closing the acquisition of Arvana Networks, Inc., a telecommunications business. We discontinued efforts related to that business as of December 31, 2009. Our present activities are focused on evaluating business opportunities that are sufficient to support operations and increase stockholder value.
Our office is located at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111, and our telephone number is (801) 232-7395. AA Registered Agents, 4869 Nightwood Court, Las Vegas, Nevada 89149, is our registered agent in the State of Nevada. The Company is registered with the Commission and traded on the OTC Markets Group, Inc.’s Pink Sheets Current Information over the counter market platform under the symbol “AVNI.”
Company
The Company signed a non-binding term sheet on May 21, 2021, with a prospective seller and our controlling stockholder with the intention of acquiring a multi-media platform. The term sheet required that our controlling stockholder grant voting control over the Company to the prospective seller as a pre-condition to the seller facilitating the transaction. On June 30, 2021, the seller effectively secured voting control. Due to disagreement over the structure of the intended transaction, the Company signed a recission agreement and mutual release with the seller on October 26, 2021. The agreement to abandon the intentions of the term sheet included the seller’s revocation of the proxies granted to him, which action reverted voting control to our controlling stockholder, and led to the resignation of two Company directors, and the re-appointment of two of our former directors.
On March 17, 2016, we signed a non-binding memorandum of understanding with the owners of a fresh foods manufacturing and distribution business that was identified as a prospective acquisition The target loaned the Company $174,610 over nearly five years to sustain our operations but was unable to deliver the information necessary to complete the transaction. On November 11, 2020, the target was notified that the Company would no longer pursue the acquisition of its business. Effective April 1, 2021, the Company entered into a debt settlement agreement pursuant to which all amounts due to the target were extinguished in exchange for shares of the Company’s restricted common stock.
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Plan
of Operation
Our present activities are focused on securing a business ready to support the attendant obligations and opportunities of being a public company. Management looks to its stockholders and creditors for sufficient financial support to sustain operations while this search is underway. We have no assurance that our stockholders or creditors will respond positively to our efforts.
Results
of Operations
During the three months ended March 31, 2022, the Company satisfied periodic public disclosure requirements while it continued the search for a business opportunity that might bring value to its stockholders.
Operations for the three months ended March 31, 2022, and 2021, are summarized in the following table.
| Three<br> months <br> Ended <br> March 31, 2022 | Three<br> months <br> Ended <br> March 31, 2021 | |||||
|---|---|---|---|---|---|---|
| Operating<br> Expenses | ||||||
| General<br> and administrative | $ | (3,292 | ) | $ | (3,360 | ) |
| Professional<br> fees | (5,344 | ) | (7,313 | ) | ||
| Loss<br> from Operations | ||||||
| Interest | (194 | ) | (12,299 | ) | ||
| Foreign<br> exchange gain | — | 20,713 | ||||
| Net<br> income (loss) for the period | $ | (8,830 | ) | $ | (2,259 | ) |
NetLoss
Net loss for the three months ended March 31, 2022, was $8,830 as compared to net loss of $2,259 for the three months ended March 31, 2021, an increase of 291%. While general and administrative expenses, professional fees and interest expenses decreased in the current three-month period, the resultant net increase in loss can be attributed to the lack of any foreign exchange gain in the period that offset operating expenses in the prior comparable three-month period. The gain on foreign exchange in the three-month period ended March 31, 2021, is due to a decrease in the value of foreign currencies against the US dollar, which development positively impacts the cost of expenses payable in foreign currencies.
We did not generate revenue during this period and expect to continue to incur losses over the next twelve months.
CapitalExpenditures
The Company expended no amounts on capital expenditures for the three-month period ended March 31, 2022.
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Liquidity
and Capital Resources
Since inception, we have experienced significant changes in liquidity, capital resources, and stockholders’ deficiency.
The Company had assets of $3,118 in cash as of March 31, 2022, and a working capital deficit of $110,415, as compared to assets of $3,340 in cash as of December 31, 2021, and a working capital deficit of $101,585. Net stockholders' deficit was $110,415 as of March 31, 2022, as compared to a net stockholder’s deficit of $101,585 as of December 31, 2021.
CashUsed in Operating Activities
Net cash flow used in operating activities for the three-month period ended March 31, 2022, was $222 as compared to net cash flow used in operating activities of $4,087 for the three-month period ended March 31, 2021. Net cash used in operating activities in the prior period can be attributed to a number of book expense items that do not affect the total amount relative to actual cash used, such as unrealized foreign exchange loss and interest expense. Balance sheet accounts that affect cash but are not income statement related items that are added or deducted to arrive at net cash used in operating activities, include accounts payable, accrued liabilities 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 offset the cost of operating activities.
CashUsed in Investing Activities
Net cash used in investing activities for the three-month periods ended March 31, 2022, and March 31, 2021, was $nil.
We do not expect to use net cash in investing activities until such time as the Company closes on a transaction with a viable business opportunity.
CashFlows from Financing Activities
Net cash used in financing activities for the three-month periods ended March 31, 2022, and March 31, 2021, was $nil.
We expect to continue to use net cash provided by financing activities to support operations and close a suitable business acquisition.
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 $50,000 to sustain operations while seeking a suitable business opportunity. While the Company will look to its stockholders and creditors to provide debt or equity financing, it has no definitive commitments or arrangements for financial support. The Company’s inability to secure funding will have a material adverse effect on its ability to sustain operations.
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 March 31, 2022.
The Company had no commitments for future capital expenditures as of March 31, 2022.
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.
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Off-BalanceSheet Arrangements
As of March 31, 2022, 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.
CriticalAccounting Policies
In Note 2 to the audited financial statements for the years ended December 31, 2021, and 2020, 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 accounting principles utilized by it conform to accounting principles generally accepted in the United States.
The preparation of 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.
GoingConcern
Management has expressed an opinion as to the Company’s ability to continue as a going concern despite an accumulated deficit of $36,097,802 since inception and negative cash flows from operating activities as of March 31, 2022. The Company’s ability to continue as a going concern requires that it procure 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 debt financing, converting existing debt into equity, and otherwise settling outstanding amounts due through agreement with its creditors or elimination through statutory aging of debts. Management believes that it will remain a going concern through the methods discussed above pending closure with a business opportunity that will produce income, though there can be no assurances that such methods will prove successful.
The likelihood that the Company can continue as a going concern has encountered additional urgency in response to the COVID-19 virus pandemic that continues to adversely affect workforces, economies, and financial markets around the world. The Company can neither predict the duration or magnitude of the virus, nor can it predict which adverse effects, if any, will impact the plan of operation or its ability to sustain its business.
Item3. Quantitative and Qualitative Disclosures About Market Risk
Not required for smaller reporting companies.
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Item4. Controls and Procedures
DisclosureControls and Procedures
In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the acting chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of March 31, 2022. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including its chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.
Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.
Changesin Internal Control over Financial Reporting
There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended March 31, 2022, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
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PART
II
Item1. Legal Proceedings.
None.
Item1A. Risk Factors
Not required.
Item2. Unregistered Sales of Equity Securities and Use of Proceeds
None.
Item3. Defaults Upon Senior Securities
None.
Item4. Mine Safety Disclosures
Not applicable.
Item5. Other Information
The World Health Organization declared coronavirus COVID-19 a global pandemic in March 2020. COVID-19 is a contagious disease that continues to spread adversely affecting workforces, economies, and financial markets around the world. We can neither predict the duration or magnitude of adverse results connected to COVID-19, nor can we predict the effect, if any, COVID-19 will have on our ability to sustain our business.
Item6. Exhibits
Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 21 of this Form 10-Q and are incorporated herein by this reference.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ARVANA
INC.
| By: | /s/<br> Ruairidh Campbell |
|---|---|
| Ruairidh<br> Campbell, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer | |
| Date: | May<br> 18, 2022 |
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INDEX
TO EXHIBITS
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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 quarterly report on Form 10-Q 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 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 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. 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 control 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 control over financial reporting.
Date: May 18, 2022
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
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-Q of Arvana Inc. for the quarterly period ended March 31, 2022, 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) The 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/ Ruairidh Campbell
Ruairidh Campbell
Chief Executive Officer and Chief Financial Officer
May 18, 2022
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.