AVNI 10-K
Arvana Inc (AVNI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Mark One)
For
the fiscal year ended
For the transition period from _to .
Commission
file number:
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation or organization) |
(I.R.S.
Employer Identification No.) |
(Address of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code:
Securities registered under Section 12(b) of the Act: None.
Securities
registered under Section 12(g) of the Act:
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes
☐
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
Yes
☐
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.
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
☐
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or 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 accelerated filer ☐ | Accelerated filer ☐ |
| Smaller reporting company |
|
| Emerging growth company |
If an emerging growth company, indicate by check number if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
The
aggregate market value of the registrant’s common stock, $0.001 par value (the only class of voting stock), held by non-affiliates
(6,217,189 shares) was $
At April 19, 2022, the number of shares outstanding of the registrant’s common stock, $0.001 par value (the only class of voting stock), was .
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TABLE OF CONTENTS
| PART I | |
| Item 1. Business | 3 |
| Item 1A. Risk Factors | 6 |
| Item 1B. Unresolved Staff Comments | 6 |
| Item 2. Properties | 6 |
| Item 3. Legal Proceedings | 6 |
| Item 4. Mine Safety Disclosures | 6 |
| PART II | |
| Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 7 |
| Item 6. Selected Financial Data | 8 |
| Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations | |
| Item 7A. Quantitative and Qualitative Disclosures about Market Risk | 12 |
| Item 8. Financial Statements and Supplementary Data | 12 |
| Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 27 |
| Item 9A. Controls and Procedures | 27 |
| Item 9B. Other Information | 28 |
| Item 9C Disclosure Regarding Foreign Jurisdications that Prevent Inspections | 28 |
| PART III | |
| Item 10. Directors, Executive Officers, and Corporate Governance | 29 |
| Item 11. Executive Compensation | 32 |
| Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 34 |
| Item 13. Certain Relationships and Related Transactions, and Director Independence | 35 |
| Item 14. Principal Accountant Fees and Services | 36 |
| PART IV | |
| Item 15. Exhibits, Financial Statement Schedules | 37 |
| Item 16. Form 10-K Summary | 37 |
| Signatures | 38 |
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PART I
ITEM 1 BUSINESS
As used herein the terms “Company,” “we,” “our,” and “us” refer to Arvana Inc., its previously held 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 (“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 Company’s changed its name from Turinco, Inc. to Arvana Inc. on 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 entered into a non-binding term sheet on May 21, 2021, with Mr. Alkiviades David 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 Mr. David as a pre-condition to his facilitating a transaction. On June 30, 2021, Mr. David effectively secured voting control. Due to a disgreement over the structure of the intended transaction, the Company entered into a recission agreement and mutual release with Mr. David on October 26, 2021. The agreement to abandon the intentions of the term sheet included Mr. David’s revocation of the proxies granted to him, which action reverted voting control to our controlling stockholder, and led to the resignation of two of our directors.
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On March 17, 2016, we entered into a non-binding memorandum of understanding with CaiE Food Partnership Ltd. (“CaiE”) with the intention of acquiring a fresh foods manufacturing and distribution business. CaiE 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, CaiE 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 CaiE were extinguished in exchange for shares of the Company’s restricted common stock.
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.
Selection of a Business
The Company will not restrict consideration to any particular business or industry segment including opportunities in finance, brokerage, insurance, transportation, communications, research and development, biotechnology, service, natural resources, manufacturing or technology. However, we do recognize that the inadequacy of our financial resources will limit the scope of our efforts.
A decision to participate in a specific business will be made on our own analysis of the opportunity. We will consider the quality of management, the innovation of new or existing marketing concepts, the merits attributed to disruptive technology, the demand for products or natural resources and other factors that are difficult to analyze with objective criteria. We understand that the historical operations of a specific venture may not necessarily be indicative of its future potential given the prospect of changes to management, marketing, operations, products, resources, services, or other potential changes.
We will not entertain a transaction with any company for which audited financial statements cannot be obtained within a reasonable time frame. Besides financial statements, we understand that new opportunities will present new risks to our stockholders. For instance, risks that stem from ineffective management, a negative market response to products or services, or disappointing results in the pursuit of natural resources can all negatively impact our stockholders. Another concern in selecting a business is volatility. Almost any business in the global marketplace is likely to experience inconsisting pricing for its products or currency valuations, in addition to a myriad of other risks not considered here. When a specific opportunity is identified, we focus our efforts on risks specific to that business. Despite our recent experience, we believe that Company stockholders can depend on us to identify and properly evaluate the risks of a specific business when that opportunity is identified.
Acquisition of Business
We may become a party to a merger, consolidation, reorganization, joint venture, franchise or licensing agreement with another entity or may purchase the stock or assets of an existing business. On the consummation of any given transaction, it is likely that present management and stockholders would no longer control the Company. Further, management may resign and be replaced by officers and directors without a vote of the Company’s stockholders. Securities issued in any reorganization would be issued in reliance on exemptions from registration under applicable federal and state securities laws. In some circumstances, however, as a negotiated element of any transaction, the Company may agree to register securities either at the time the transaction is consummated, or at a specified time thereafter. The issuance of additional securities and potential sale into our trading market could have a depressive effect on our stock price.
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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 an acquisition in a so called “tax-free” reorganization under Section 368(a)(1) of the Internal Revenue Code of 1986, as amended. However, in order to obtain tax-free treatment it may be necessary for the owners of the acquired business or business opportunity to own 80% or more of the voting stock of the surviving entity. In such event, Company stockholders would retain less than 20% of the issued and outstanding shares of the surviving entity. Any merger or acquisition effected by the Company can be expected to have a substantial dilutive effect on the percentage of shares held by the Company’s present stockholders.
Operation of Business after Acquisition
The Company's operation following a merger or acquisition of a business would depend on the nature of the business and the interest acquired. We are unable to determine at this time whether we would continue to control of the business or whether present management would continue in their present roles following any merger or acquisition though we do know that any future business would present various challenges that cannot be wholly predicted until such transaction is identified.
Competition
Whatever the business opportunity is that we do ultimately acquire or develop, we are almost certain to be involved in competition with other business entities in the same field, many of which will have a competitive edge over us by virtue of their financial resources and prior business experience.
Employees
Our sole, part time employee serves as our chief executive officer, chief financial officer and as a director. We look to Mr. Campbell for his entrepreneurial skills to steer the Company in its efforts to identify a suitable transaction. He uses consultants, attorneys and accountants as necessary and has no intention of engaging any additional employees in the near term.
Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts
The Company owns no patents, trademarks, licenses, franchises, concessions, or royalty agreements and is 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 will endeavor to ascertain the effects of such government regulation on a prospective business opportunity. Under certain circumstances, however, such as the acquisition of an interest in a new or start-up business, 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 operation. Further, we believe that compliance with applicable laws, rules, regulations and requirements does not impose a material impediment on our ability to conduct business.
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Reports to Security Holders
The Company’s annual report contains audited 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 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. RISK FACTORS
Not required for smaller reporting companies.
ITEM 1B. UNRESOLVED STAFF COMMENTS
Not required for smaller reporting companies.
ITEM 2. PROPERTIES
The Company leases office space at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111 for which we pay $69 a month on a month to month basis. We believe that this arrangement is appropriate at this time given our focus on operating efficiencies while searching for a business opportunity and do not believe that we will need to maintain a larger space in the foreseeable future.
ITEM 3. LEGAL PROCEEDINGS
We are not party to any legal proceedings and to our knowledge no such proceedings are threatened or contemplated.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
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PART II
ITEM 5. MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES
Market Information
Our common shares are quoted on the Pink Sheet Current Information 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 ENDED | HIGH BID | LOW BID | ||||||||
| December 31, 2021 | $ | 0.88 | $ | 0.126 | ||||||
| September 30, 2021 | $ | 2.71 | $ | 0.39 | ||||||
| June 30, 2021 | $ | 0.449 | $ | 0.15 | ||||||
| March 31, 2021 | $ | 0.458 | $ | 0.17 | ||||||
| December 31, 2020 | $ | 0.22 | $ | 0.145 | ||||||
| September 30, 2020 | $ | 0.35 | $ | 0.1275 | ||||||
| June 30, 2020 | $ | 0.15 | $ | 0.12 | ||||||
| March 31, 2020 | $ | 0.20 | $ | 0.12 | ||||||
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, 2021, there were 64 stockholders of record holding a total of 34,148,518 shares of fully paid and non-assessable common stock of the 500,000,000 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, 2021, the Company had no outstanding warrants to purchase its common stock.
Stock Options
As of December 31, 2021, the Company had no outstanding stock options to purchase shares of its common stock.
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Convertible Securities
As of December 31, 2021, the Company had convertible loans in the principal amount of $nil (2020 - $107,800).
Securities Authorized for Issuance Under Equity Compensation Plans
The Company had no securities authorized for issuance under any equity compensation plan as of December 31, 2021.
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, 2021.
Trading Information
The Company’s transfer agent is:
Issuer Direct Corporation
500 Perimeter Park Drive Suite D
Morrisville NC 27560
(919) 481-4000
ITEM 6. SELECTED FINANCIAL DATA
Not required for smaller reporting companies.
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
Our present activities are focused on evaluating business opportunities that are sufficient to support operations and increase stockholder value. While this process remains in the discovery phase, the Company will look to its stockholders and creditors for sufficient financial support to sustain operations. We will require a minimum of $50,000 in funding over the next 12 months. Funding will likely take the form of unsecured debt or equity financing, provided by stockholders, creditors and third parties. We have no assurance that our stockholders or creditors will respond positively to these efforts and have no financing committed at this time. Given these uncertainties, there is substantial doubt as to whether the Company will be able to sustain operations in the near term.
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Results of Operations
During the year ended December 31, 2021, the Company satisfied periodic public disclosure requirements, settled debt, secured forgiveness of debt, relied on the statutory discharge of debt, secured a loan from our controlling stockholder to sustain operations, anticipated the now abandoned acquisition of a media platform, and continued its search for a suitable business enterprise.
Our operations for the years ended December 31, 2021 and 2020 are summarized in the following table.
| 2021 | 2020 | |||||||
| Operating Expenses: | ||||||||
| General and administration | (15,608 | ) | (38,037 | ) | ||||
| Professional fees | (87,096 | ) | (40,318 | ) | ||||
| Loss from Operations | (102,704 | ) | (78,355 | ) | ||||
| Interest expense | (19,207 | ) | (51,902 | ) | ||||
| Foreign exchange gain (loss) | 6,708 | (64,753 | ) | |||||
| Loss on debt settlement | (12,460,079 | ) | (282,586 | ) | ||||
| Other income | 458,833 | — | ||||||
| Net Income (Loss) for the Year | $ | (12,116,448 | ) | $ | (477,596 | ) | ||
Net Income (Loss)
Net loss for the year ended December 31, 2021, was $12,116,448 as compared to net loss of $477,596 for the year ended December 31, 2020. The increase in net loss in the current twelve month period is attributed to a loss on debt settlements as the values for stock issued in settlement were less than the market value of the stock on the respective settlement dates, and the increase in professional fees due to the preparation of coincident settlement documentation, due diligence, and documentation tied to the abandoned acquisition, offset by other income from debt forgiveness agreements and the statutory discharge of debts, a foreign exchange gain due to a decrease in the value of foreign currencies against the US dollar, and a decrease in general administrative and interest expenses.
We did not generate revenue during this period and expect to continue to incur losses over the next twelve months until such time as we are able to secure a business opportunity that generates income.
Capital Expenditures
The Company expended no amounts on capital expenditures for the year ended December 31, 2021.
Liquidity and Capital Resources
Since inception, the Company has experienced significant changes in liquidity, capital resources, and stockholders’ deficit.
The Company had assets of $3,340 as of December 31, 2021, that consisted solely of cash and a working capital deficit of $101,585, as compared to assets of $4,994 as of December 31, 2020, that consisted solely of cash and a working capital deficit of $2,051,060 as of December 31, 2020. Net stockholders' deficiency in the Company was $101,585 at December 31, 2021, as compared to a net stockholders' deficiency in the Company of $2,051,060 at December 31, 2020.
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Cash Used in Operating Activities
Net cash used in operating activities for the twelve month period ended December 31, 2021 was $33,579 as compared to net cash used in operating activities of $37,352 for the twelve month period ended December 31, 2020. Net cash used in operating activities in the current 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, other income, loss on debt settlements, other income and interest expense. Balance sheet accounts that actually affect cash, but are not income statement related that are added or deducted to arrive at cash used in operating activities, include accounts payable and amounts due to related parties.
We expect to continue to use net cash in operating activities over the next twelve months or until such time as the Company can generate sufficient revenue to transition to providing net cash from operations.
Cash Used in Investing Activities
Net cash used in investing activities for the year ended December 31, 2021, and December 31, 2020, was $nil.
We do not expect to use net cash in investing activities until such time as a transaction is concluded through merger, acquisition or development of viable business opportunity.
Cash Flows from Financing Activities
Cash flow provided by financing activities for the year ended December 31, 2021 was $31,925, as compared to $40,000 for the year ended December 31, 2020. Cash flows provided from financing activities in the current period consist of loans from a controlling stockholder.
We expect to continue to use net cash provided by financing activities to maintain operations.
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 to secure those amounts necessary, 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 December 31, 2021.
The Company had no commitments for future capital expenditures at December 31, 2021.
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, 2021, 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.
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Future Financings
We will continue to rely on debt or equity sales of our common stock and the foreberance of existing creditors to continue our business even though we have secured no commitments to date for future financial support.
Critical Accounting 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 accounting policies that are considered to be significant in determining results of operations and the currency of its financial position. The Company believes that the accounting principles utilized by it conform to Accounting Principles Generally Accepted in the United States (GAAP).
The preparation of financial statements requires Company management to make significant estimates and judgments that affect reported assets, liabilities, revenues and expenses. By their very. nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the Company evaluates its estimates based on historical experience and other facts and circumstances that are believed to be reasonable. The results of each evaluation form the basis upon which management makes judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates recorded here under different assumptions or conditions.
Going Concern
Management has expressed an opinion as to the Company’s ability to continue as a going concern given an accumulated deficit of $36,088,972 and negative cash flows from operating activities as of December 31, 2021. Our ability to continue as a going concern requires that we 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 to equity, and otherwise settling outstanding amounts due in agreement with its creditors. Management believes that it will remain a going concern through the methods discussed above pending closure with an income generating business opportunity though there can be no assurances that continuation as a going concern will prove successful.
Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition
The statements contained in this 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 current expectations and beliefs regarding future results of operations, performance, and achievements subject to risks and uncertainties based upon assumptions and beliefs that may not materialize, including but are not limited to, statements concerning:
| • | our financial performance and business plan; |
| • | the sufficiency of existing capital resources; |
| • | our ability to raise capital to fund cash requirements; |
| • | uncertainties related to 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.
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Recent Accounting Pronouncements
Please see Note 2 to our financial statements for a discussion of recent accounting pronouncements.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not required for smaller reporting companies.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Our audited financial statements for the year ended December 31, 2021, as set forth below, are included with this Annual Report on Form 10-K. Our audited financial statements are prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars.
| PAGE | |
| Report of Independent Registered Public Accounting Firm | F-1 |
| Balance Sheets, December 31, 2021 and 2020 | F-2 |
| Statements of Operations and Comprehensive Income (Loss) for the years ended December 31, 2021 and 2020 | F-3 |
| Statements of Cash Flows for the years ended December 31, 2021 and 2020 | F-4 |
| Statements of Stockholders’ Deficiency for the years ended December 31, 2020 and 2020 | F-5 |
| Notes to Financial Statements | F-6 |
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Report of Independent Registered Public Accounting Firm
To the Shareholders and Directors of Arvana Inc.
Opinion on the Financial Statements
We have audited the accompanying balance sheets of Arvana Inc. (the “Company”) as of December 31, 2021 and 2020, and the related statements of operations and comprehensive income (loss), changes in stockholders’ deficiency, and cash flows for the years ended December 31, 2021 and 2020, and the related notes and schedules (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of Arvana Inc. as of December 31, 2021 and 2020, and the results of its operations and its cash flows for each of the years ended December 31, 2021 and 2020, in conformity with accounting principles generally accepted in the United States of America.
Going Concern
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the entity has suffered recurring losses from operations and has a net capital deficiency 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 financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
We determined that there are no critical audit matters.
We have served as the Company’s auditor since 2005.
/s/
Chartered Professional Accountants
Vancouver,
#
April 19, 2022
| F-1 |
Arvana
Inc.
Balance Sheets
(Expressed in US Dollars)
| December 31, | December 31, | |||||||
| 2021 | 2020 | |||||||
| ASSETS | ||||||||
| Current assets: | ||||||||
| Cash | $ | $ | ||||||
| Total assets | $ | $ | ||||||
| LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||||||||
| Current liabilities | ||||||||
| Accounts payable and accrued liabilities | $ | $ | ||||||
| Convertible loans (Note 9) | ||||||||
| Loans payable to stockholders (Note 3) | ||||||||
| Loans payable to related party (Note 3) | ||||||||
| Loans payable (Note 3) | ||||||||
| Amounts due to related parties (Note 8) | ||||||||
| Total current liabilities | ||||||||
| Stockholders' deficiency | ||||||||
| Common stock, $ par value authorized, and shares issued and outstanding at December 31, 2021 and 2020, respectively | ||||||||
| Additional paid-in capital | ||||||||
| Deficit | ( | ) | ( | ) | ||||
| Total Stockholders' deficiency before treasury stock | ( | ) | ( | ) | ||||
| Less: Treasury stock – common shares at December 31, 2021 and 2020, respectively | ( | ) | ( | ) | ||||
| Total stockholders’ deficiency | ( | ) | ( | ) | ||||
| Total liabilities and stockholders’ deficit | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-2 |
Arvana
Inc.
Statements of Operations and Comprehensive Income (Loss)
(Expressed in US Dollars)
| For the years ended | ||||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Operating expenses | ||||||||
| General and administrative | $ | $ | ||||||
| Professional fees | ||||||||
| Total operating expenses | ||||||||
| Loss from operations | ( | ) | ( | ) | ||||
| Interest expense (Notes 3 and 9) | ( | ) | ( | ) | ||||
| Foreign exchange gain (loss) | ( | ) | ||||||
| Loss on debt settlement (Note 3) | ( | ) | ( | ) | ||||
| Other income (Note 10) | ||||||||
| Net income and comprehensive income (loss) | $ | ( | ) | $ | ( | ) | ||
| Per common share information – basic and diluted: | ||||||||
| Weighted average shares outstanding - basic | ||||||||
| Net income per common share – basic | $ | ( | ) | $ | ( | ) | ||
| Weighted average shares outstanding - diluted | ||||||||
| Net income per common share – diluted | $ | ( | ) | $ | ( | ) | ||
The accompanying notes are an integral part of these financial statements.
| F-3 |
Arvana
Inc.
Statements of Cash Flows
(Expressed in US Dollars)
| For the years ended | ||||||||
| December 31, | ||||||||
| 2021 | 2020 | |||||||
| Operating activities | ||||||||
| Net income (loss) for the year | $ | ( | ) | $ | ( | ) | ||
| Items not involving cash: | ||||||||
| Interest expense | ||||||||
| Foreign exchange loss | ( | ) | ||||||
| Loss on debt settlement | ||||||||
| Other income (Note 10) | ( | ) | ||||||
| Changes in non-cash working capital: | ||||||||
| Accounts payable and accrued liabilities | ||||||||
| Amounts due to related parties | ||||||||
| Net cash used in operations | ( | ) | ( | ) | ||||
| Investing activities | ||||||||
| Net cash used in investing activities | ||||||||
| Financing activities | ||||||||
| Proceeds of loans payable (Note 3) | ||||||||
| Net cash provided by financing activities | ||||||||
| Increase (decrease) in cash | ( | ) | ||||||
| Cash, beginning of year | ||||||||
| Cash, end of year | $ | $ | ||||||
| Supplementary information: | ||||||||
| Cash paid for interest | $ | $ | ||||||
| Cash paid for income taxes paid | $ | $ | ||||||
| Debt forgiveness included in amounts due to related parties, accounts payable and accrued liabilities (Note 8) | $ | $ | ||||||
| Shares issued in settlement of debt included in accounts payable and accrued liabilities (Note 3) | $ | |||||||
| Shares issued in settlement of debt included in loans payable (Note 3) | $ | $ | ||||||
The accompanying notes are an integral part of these financial statements.
| F-4 |
Arvana
Inc.
Statements of Stockholders' Deficiency
(Expressed in US Dollars)
| Common Shares | Treasury | |||||||||||||||||||||||||||
| Shares | Amount | Additional Paid-in Capital | Deficit | Shares | Amount | Total Stockholders’ Deficiency | ||||||||||||||||||||||
| Balance, December 31, 2019 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Debt settlement | ||||||||||||||||||||||||||||
| Net income for the year ended December 31, 2020 | ( | ) | — | ( | ) | |||||||||||||||||||||||
| Balance, December 31, 2020 | ( | ) | ( | ) | ( | ) | ( | ) | ||||||||||||||||||||
| Debt settlement | ||||||||||||||||||||||||||||
| Net income for the year ended December 30, 2021 | ( | ) | — | ( | ) | |||||||||||||||||||||||
| Balance, December 31, 2021 | $ | $ | $ | ( | ) | ( | ) | $ | ( | ) | $ | ( | ) | |||||||||||||||
The accompanying notes are an integral part of these financial statements.
| F-5 |
1. Nature of 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.
We entered into a non-binding memorandum of understanding on March 17, 2016, with the intent of acquiring a fresh food manufacturer and distributor. On November 11, 2020, we notified the acquisition target that the Company was no longer interested in pursuing the acquisition of its business given the delays attendant to the prospective transaction.
On May 21, 2021, the Company entered into a non-binding term sheet with the intention of acquiring a multi-media platform. The term sheet required that the owner of the acquisition target first secure voting control of the Company as pre-condition to his facilitating a transaction. The owner effectively secured voting control on June 30, 2021. On October 26, 2021, the Company entered into a recission agreement and mutual release with the owner of the intended acquisition, the parties being unable to agree on the structure of the prospective transaction.
The reporting currency and functional currency of the Company is the United States dollar (“US Dollar”) and the accompanying financial statements have been expressed in US Dollars.
These
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, 2021, the Company recognized net loss of $
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 globally, which affects will likely result in an economic downturn. The Company cannot predict the duration or magnitude of the adverse results connected to COVID-19, nor can it predict the effect, if any, COVID-19 will have on the Company’s search to identify a business opportunity or its ability to attract sufficient capital to sustain operations.
The Company’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 our 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.
| F-6 |
2. Summary of Significant Accounting Policies
a) Basis
of presentation
The Company is in the process of evaluating business opportunities and has minimal operating expenses. Our fiscal year end is December 31. The accompanying financial statements of Arvana Inc. for the years ended December 31, 2021 and 2020 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) 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.
c) Foreign
currency translation and transactions
Transactions conducted in foreign currencies are recorded using the exchange rate in effect on the transaction date. At the period end, monetary assets and liabilities are translated to the functional currency of each entity using the exchange rate in effect at the period end date. Transaction gains and losses are recorded in foreign exchange gain or loss in the statement of operations and comprehensive loss.
d) Comprehensive
income (loss)
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.
e) Cash
equivalents
The Company considers all highly-liquid investments, with terms to maturity of three months or less when acquired, to be cash equivalents. The Company did not have any cash equivalents as at December 31, 2021.
| F-7 |
2. Summary of Significant Accounting Policies (continued)
f) 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 loans, 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 December 31, 2021 and December 31, 2020 follows:
| December 31, 2021 | December 31, 2020 | |||||||||||||||
| Carrying Amount | Fair Value | Carrying Amount | Fair Value | |||||||||||||
| Cash | $ | $ | $ | $ | ||||||||||||
| Accounts payable and accrued liabilities | ||||||||||||||||
| Convertible loans | ||||||||||||||||
| Loans payable to stockholders | ||||||||||||||||
| Loans payable to related party | ||||||||||||||||
| Loans payable | ||||||||||||||||
| Amounts due to related parties | $ | $ | $ | $ | ||||||||||||
The following table presents information about the assets that are measured at fair value on a recurring basis as of December 31, 2021, 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:
| December 31, 2021 | Quoted Prices in Active Markets (Level 1) | Significant Other Observable Inputs (Level 2) | Significant Unobservable Inputs (Level 3) | ||||||||||||||
| Assets: | |||||||||||||||||
| Cash | $ | $ | $ | $ | |||||||||||||
The fair value of cash is determined through market, observable and corroborated sources.
| F-8 |
2. Summary of Significant Accounting Policies (continued)
g) Concentration
of credit risk
Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts.
h) 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.
i) 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 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.
j) Beneficial conversion feature
From time-to-time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method.
Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. There were outstanding stock options or warrants as at December 31, 2021 and 2020.
| F-9 |
2. Summary of Significant Accounting Policies (continued)
l) Recent accounting pronouncements
New and amended standards adopted by the Company
The following new and amended standards were adopted by the Company for the first time in this reporting period.
In June 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure of incurred and expected credit losses. In November 2018, the FASB issued ASU 2018-19 to clarify certain aspects of the new current expected credit losses impairment model in ASU 2016-13. ASU 2018-19 points out that operating lease receivables are within the scope of ASC 842 rather than ASC 326. The standard became effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.
In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-13, which changes the fair value measurement disclosure requirements of ASC 820. The standard became effective for the Company beginning January 1, 2020. The amendments in this ASU are the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting — Chapter 8: Notes to Financial Statements. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.
3. Loans Payable
As
of December 31, 2021, the Company had loans outstanding of $
On
March 30, 2020, loans of $ and corresponding interest of $ were settled by the issuance of common shares pursuant
to three debt settlement agreements dated March 3, 2020, March 4, 2020 and March 4, 2020. The Company recorded a loss on settlement of
debt of $
During the year ended December 31, 2021, the Company extinguished $ in loans payable to stockholders and corresponding accrued interest of $.
| F-10 |
On
July 23, 2021, loans payable to stockholders of $
On
July 23, 2021, accounts payable and accrued liabilities of $
On
November 10, 2020, debt in the amount of $
4. Stock Options
At December 31, 2021, and December 31, 2020, there were stock options outstanding. options were granted, exercised or expired during the year ended December 31, 2021, or the year ended December 31, 2020.
5. Common Stock
During
the year ended December 31, 2021, the Company issued shares of its restricted common stock with a fair value of $
During the year ended December 31, 2020, the Company issued shares.
6. Segmented Information
The Company has no reportable segments.
| F-11 |
7. Income Taxes
Income
tax benefits attributable to losses from operations in the United States of America was $Nil for the years ended December 31, 2021 and
2020, and differed from the amounts computed by applying the United States of America combined federal and Utah tax rate of
| 2021 | 2020 | |||||||
| Income (loss) for the year before income taxes | $ | ( | ) | $ | ( | ) | ||
| Computed expected tax expense (benefit) | $ | ( | ) | $ | ( | ) | ||
| Non-deductible expenses | ||||||||
| Change in tax rates | ||||||||
| True up of prior-year provision to statutory tax returns | ( | ) | ||||||
| Change in valuation allowance | ( | ) | ||||||
| Income tax expense | $ | $ | ||||||
The Company’s deferred tax assets that have not been recognized are as follows:
| Start-up costs | $ | $ | ||||||
| Valuation allowance | ( | ) | ( | ) | ||||
| Deferred tax assets (liabilities) | $ | $ |
A
full valuation allowance has been provided because the Company has a history of losses as evidenced by its accumulated deficit. At December
31, 2021, and December 31, 2020, the Company had deductible temporary differences of $
| F-12 |
8. Related Party Transactions and Amounts Due to Related Parties
At
December 31, 2021, and December 31, 2020, the Company had amounts due to related parties of $
A
company controlled by our chief executive officer was owed $
A
former director was owed $nil at December 31, 2021, and $
A
former director and related entities were owed $nil at December 31, 2021, and $
During
the year ended December 31, 2021, $
During
the year ended December 31, 2021, amounts due to the the former director and related entities of $
| F-13 |
9. Convertible Loans
On
May 18, 2016, the Company issued a convertible promissory note to CaiE that accrued
On
October 12, 2018, the Company issued a convertible note to CaiE that accrued
On
July 23, 2021, CaiE settled a total of $ corresponding to convertible loans of $, and accrued interest on convertible loans
of $
10. Other Income
During
the year ended December 31, 2021, the Company recognized other income in the amount of $
11. Subsequent Events
The Company evaluated its December 31, 2021, 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 $
| F-14 |
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
In connection with the preparation of this annual report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the 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 December 31, 2021. 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 the 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 not 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 not accumulated and communicated to management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.
Management's Annual Report on Internal Control over Financial Reporting
The Company’s management is responsible for establishing and maintaining adequate internal control over financial reporting. The Company’s internal control over financial reporting is a process, under the supervision of the chief executive officer and the chief financial officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with United States generally accepted accounting principles (GAAP). Internal control over financial reporting includes those policies and procedures that:
- Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company’s assets.
- Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the board of directors.
- Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Due to its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.
| 27 |
The Company’s management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2021, based on criteria established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013), to determine whether there existed material weaknesses in internal control over financial reporting. A material weakness is a control deficiency, or a combination of deficiencies in internal control over financial reporting that creates a reasonable possibility that a material misstatement in annual or interim financial statements will not be prevented or detected on a timely basis. The assessment identified a material weakness in internal control over financial reporting. Since the assessment of the effectiveness of our internal control over financial reporting did identify a material weakness, management considers its internal control over financial reporting to be ineffective.
The matter involving internal control over financial reporting that our management considers to be a material weakness is its failure to segregate the duties of chief executive officer and chief financial officer, which failure could result in inadequate implementation and review of financial reporting control procedures.The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief Financial Officer in connection with his review of our financial statements as of December 31, 2021.
Management believes that the material weakness set forth above did not have an effect on our financial results. However, management believes that the failure to segregate the duties of chief executive officer and chief financial officer could result in ineffective oversight of the monitoring of internal controls over financial reporting, which weakness could result in a material misstatement in our financial statements in future periods.
Management’s Remediation Initiatives
In an effort to remediate the identified material weaknesses and enhance our internal controls over financial reporting, the Company plans to take the following measures, as soon as is practicable, subject to the availability of capital and personnel resources:
- Bifurcate the position of chief executive officer and chief financial officer into two separate positions.
This annual report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only management’s report in this annual report.
Changes in internal control over financial reporting
During the year ended December 31, 2021, there has been no change in internal control over financial reporting that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.
9B. OTHER INFORMATION
Not applicable.
9C. Disclosure Regarding Foreign Jurisdications that Prevent Inspections
Not applicable.
| 28 |
PART III
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 | 75 | Chairman of the Board of Directors |
| Ruairidh Campbell | 58 | Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer and Director |
| Shawn Teigen | 49 | 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. He was appointed as a director on May 26, 2005, and as chairman of the board of directors on October 17, 2005. Sir John resigned as a director on July 24, 2021, and was reappointed as a director on November 15, 2021. He also has other significant responsibilities, as detailed in the following paragraph.
Sir John Baring will serve until the next annual meeting of the Company’s stockholders or until his successor is elected and qualified.
Business Experience:
Sir John Baring 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 Baring acts as chairman of the Company’s board of directors and is a member of our audit committee.
Other Public Company Directorships in the Last Five Years:
Sir John Baring has not been a director of any other public companies over the past five years.
The Company has concluded that Sir John Baring should continue to serve as chairman of the Company’s board of directors due to the breadth of his business experience.
Ruairidh Campbell was appointed Chief Executive Officer and director on May 24, 2013, and as Chief Financial Officer on June 25, 2013. Mr. Campbell estimates that he spends approximately 10 percent of his time, approximately 5 hours per week, on the Company’s business. He also has other significant responsibilities, as detailed in the following paragraph.
| 29 |
Mr. Campbell will serve until the next annual meeting of the Company’s stockholders or until his successor is elected and qualified.
Business Experience:
Mr. Campbell brings to his position management skills acquired from a legal and business background encompassing over 25 years of consultancy experience. He is a member of the California State Bar, holds a Bachelor of Arts 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 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 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:
Mr. Campbell presently serves as the sole executive officer and a director for Allied Resources, Inc., a company involved in oil and gas exploration and production from 1998 to present. He also serves as an officer and director of Park Vida Group, Inc., a resort development company from 2021 to present.
The Company has concluded that Mr. Campbell should continue to serve as a director due to his knowledge of business, regulatory requirements and management experience.
Shawn Teigen was appointed as a director on June 25, 2013, and served until his resignation on July 24, 2021. He was reappointed as a director on November 18, 2021. Mr. Teigen also has significant responsibilities with other companies, as detailed in the following paragraph. He will serve until an annual meeting of the Company’s stockholders or his successor is elected and qualified.
Business Experience:
Mr. Teigen has been providing consulting services to early-stage businesses for the past 15 years. He currently serves as the Vice President and Research Director of Utah Foundation, a non-profit, non-partisan, public policy research organization. Mr. Teigen has also taught a policy research desgin course for the past five years as a faculty member in the University of Utah's Master of Public Policy program. He spent two years in Kazakhstan as a U.S. Peace Corps volunteer. 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.
Officer and Director Responsibilities and Qualifications:
Mr. Teigen is responsible for oversight and overall business strategy as a director of the Company. He also serves as a member of our audit committee.
| 30 |
Other Public Company Directorships in the Last Five Years:
Mr. Teigen has not been a director of any other public companies over the past five years.
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-sector and non-profit organizations.
Audit Committee and Audit Committee Financial Expert
Our board of directors has established an audit committee that is comprised of Sir John Baring, Ruairidh Campbell and Shawn Teigen.
Our board of directors has determined that Ruairidh Campbell qualifies as an “audit committee financial expert”, as defined by the rules of the Commission, though it has further determined that he should not be considered “independent” as that term is defined by NASDAQ Marketplace Rule 5605(a)(2). The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company.
The audit committee recommends independent accountants to audit its financial statements, discusses the scope and results of the audit with the independent accountants, considers the adequacy of the internal accounting controls, considers the audit procedures of the Company and reviews the non-audit services to be performed by the independent accountants.
The functions of our audit committee are effectively served by our Board of Directors.
Code of Ethics
We have adopted a Code of Ethics that applies to all the Company’s directors, officers and employees.
A copy of our Code of Ethics was incorporated by reference in our previously filed on Form 10-KSB for the year ended December 31, 2006, as an exhibit.
Significant Employees
We do not have any other significant employees, other than those directors and executive officers named above.
Term of Office
The Company’s directors are appointed for one (1) year terms to hold office until the next annual stockholders 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.
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.
| 31 |
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 stockholders 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, 2021, all such applicable filing requirements were met.
ITEM 11. EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
The objective of the Company’s compensation program is to incentivize management for services rendered. Our sole executive officer is compensated on the basis of amounts invoiced and paid to a related party for services rendered in connection with meeting our public disclosure obligations. We believe that this form of compensation is adequate to retain and motivate our executive officer given the current Company’s “shell” status. Nonetheless, when we develop or acquire an existing business opportunity our intention, in respect to executive compensation, will be to compensate Company executives in accordance with compensatory packages typical of other smaller reporting companies. We do not expect to rely on any specific formula to determine compensation but do anticipate that future compensation arrangements for executives will likely include salaries, stock awards and stock options.
Executive compensation paid or accrued to a company controlled by our executive officer and chief financial officer for the periods ended December 31, 2021, and December 31, 2020, were $64,482 and $15,400 respectively.
During the year ended December 31, 2021, the Company incurred director’s fees of $1,600 (2020 - $1,600).
Table
The following table provides summary information for 2021 and 2020 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 $100,000.
| Summary Compensation Table | ||||||||||||||||||||||||||||||||||
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | Change in Pension Value and Nonqualified Deferred Compensation ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||||||
| Ruairidh Campbell CEO, CFO, PAO, and Director | 2021 2020 | — | — | — | — | — | — | 64,482 15,400 | 64,482 15,400 | |||||||||||||||||||||||||
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Outstanding Equity Awards as of December 31, 2021
There were no outstanding equity awards as of December 31, 2021 for our named executive officer.
No share purchase options were granted to our named executive officer during our fiscal year ended December 31, 2021.
Long-Term Incentive Plans
We do not have any long-term incentive plans, pension plans, or similar compensatory plans for our directors or executive officers.
Change of Control Agreements
We are not party to any change of control agreements with any of our directors or executive officers.
Compensation of Directors
The following table summarizes the compensation of our Company directors for the year ended December 31, 2021:
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non- Equity Incentive Plan Compensation ($) | Non-qualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | |||||||||||||||||||||
| Sir John Baring | 600 | — | — | — | — | — | 600 | |||||||||||||||||||||
| Shawn Teigen | 600 | — | — | — | — | — | 600 | |||||||||||||||||||||
| Ruairidh Campbell | — | — | — | — | — | — | — | |||||||||||||||||||||
Employment Agreements
There are no employment agreements with the named executive officer.
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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 of April 19, 2022, 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 stockholders listed possess sole voting and investment power with respect to the shares shown.
| Title of Class | Name and Address of Beneficial Owner | Number of Common Shares | Percentage of Common Shares(1) | |||||||
| Directors and Officers | ||||||||||
| Common Stock | Ruairidh Campbell, CEO, CFO, PAO and Director 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111 | — | — | |||||||
| Common Stock | Shawn Teigen, Director 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111 | — | — | |||||||
| Common Stock | Sir John Baring, Director 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111 | 1,514,625 | 4.4 | % | ||||||
| Common Stock | All Directors and Executive Officers as a Group (3 persons) | 1,514,625 | 4.4 | % | ||||||
| Common Stock | Valor Invest Ltd.(2) 60 Rue du Rhone, Fifth Floor Geneva 3, Switzerland CH1211 | 23,504,479 | 68.8 | % | ||||||
| Common Stock | Altaf Nazerali(2) 3001-788 Richards Street, Vancouver, BC, Canada V6B 0C7 | 1,509,160 | 4.4 | % | ||||||
| Common Stock | International Portfolio Management(2) 3001-788 Richards Street, Vancouver, BC, Canada V6B 0C7 | 1,403,065 | 4.1 | % | ||||||
| Common Stock | 681315 B.C. Ltd. 3001-788 Richards Street, Vancouver, BC, Canada V6B 0C7 | 2,590,292 | 7.6 | % | ||||||
| Total | 30,521,621 | 89.4 | % | |||||||
(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, 2021. The percentage calculations are based on the aggregate of 34,148,518 shares issued and outstanding as at December 31, 2021.
(2) Valor Invest Ltd. and International Portfolio Management, Inc. are under the common control and beneficial ownership of Altaf Nazerali representing 26,416,704 or 77.4% of the Company’s issued and outstanding shares.
We are not aware of any arrangement that might result in a change in control.
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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 described below.
| • | Sir John Baring – a director of the Company entered into a debt settlement agreement dated effective June 30, 2021, whereby he exchanged debt for shares of our common stock. |
| • | 681315 B.C. Ltd. – a accounting service provider entered into a debt settlement agreement effective June 30, 2021, whereby it exchanged debt for shares or our common stock to become a 5%+ stockholder. |
| • | Altaf Nazerali – a 5%+ stockholder entered into a debt settlement agreement effective June 30, 2021, whereby he exchanged debt for shares of our common stock. |
| • | Valor Invest Ltd. – a company beneficially owned by Mr. Nazerali, entered into a debt settlement agreement effective June 30, 2021, whereby it exchanged debt for shares of our common stock. |
| • | International Portfolio Management, Inc. – a company beneficially owned by Mr. Nazerali, entered into a debt settlement agreement effective June 30, 2021, whereby it exchanged debt for services of our common stock. |
Director Independence
The Company’s common stock is traded on the OTC Markets Pink Sheets electronic quotation platform and it is not held to the corporate governance standards of listed companies. Listed companies require, in addition to other governance criteria, that the majority of a board of directors be independent. While, the Company is not subject to corporate governance standards relating to the independence of its directors, we define an “independent” director in accordance with NASDAQ Marketplace Rule 5605(a)(2)). The NASDAQ independence definition includes a series of objective tests, such as that the director is not an employee of the company and has not engaged in various types of business dealings with the company. The Company has two independent directors under the above definition.
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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, 2021 and 2020:
| Years ended December 31 | ||||||||
| 2021 | 2020 | |||||||
| Audit Fees: | $ | 12,500 | $ | 12,500 | ||||
| Audit Related Fees: | 7,500 | 7,500 | ||||||
| Tax Fees: | — | — | ||||||
| All Other Fees: | — | — | ||||||
| Total: | $ | 20,000 | $ | 20,000 | ||||
Audit Fees
Audit Fees are the aggregate fees billed by our independent auditor for the audit of our annual financial statements and attestation services that are provided in connection with statutory and regulatory filings or engagements.
Audit-Related Fees
Audit-Related Fees are fees charged by our independent auditor for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under "Audit Fees." This category comprises fees billed for independent accountant review of our interim financial statements and management discussion and analysis, as well as advisory services associated with our financial reporting.
Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors
Our Audit Committee pre-approves all audit services to be provided to us by our independent auditors. Our Audit Committee’s policy regarding the pre-approval of non-audit services to be provided to us by our independent auditors is that all such services shall be pre-approved by the Audit Committee. Non-audit services that are prohibited to be provided by our independent auditors may not be pre-approved. In addition, prior to the granting of any pre-approval, our Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the auditors.
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PART IV
ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(a) Financial Statements
The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages F-1 through F-14, and are included as part of this Form 10-K:
Financial Statements of the Company for the years ended December 31, 2021 and 2020:
Report of Independent Registered Public Accounting Firm
Balance Sheets
Statements of Operations and Comprehensive Income (Loss)
Statements of Stockholders’ Deficiency
Statements of Cash Flows
Notes to 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 25 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.
ITEM 16 FORM 10-K SUMMARY
None.
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SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Arvana Inc.
By: |
/s/ Ruairidh Campbell |
|
| Ruairidh Campbell, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer | ||
| Date: | April 21, 2022 |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
By: |
/s/ Sir John Baring |
|
| Sir John Baring | ||
| Director | ||
| Date: | April 21, 2022 | |
By: |
/s/ Ruairidh Campbell |
|
| Ruairidh Campbell | ||
| Director | ||
| Date: | April 21, 2022 |
|
By: |
/s/ Shawn Teigen |
|
| Shawn Teigen | ||
| Director | ||
| Date: | April 21, 2022 |
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EXHIBIT INDEX
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