ARVANA INC - Quarter Report: 2014 March (Form 10-Q)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

þ Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the quarterly

period ended March 31, 2014.

 Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition

period from

Commission file number: 0-30695

ARVANA, INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0618509

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

700 Lavaca Street, Suite 1400, Austin, Texas 78701

(Address of principal executive offices) (Zip Code)

(512) 462-3327

Registrant’s telephone number, including area code

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 þ 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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and

post such files). Yes ¨ No þ

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated

filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and

“smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer  Accelerated filer  Non-accelerated filer  Smaller reporting company þ

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange

Act). Yes þ No 

The aggregate market value of the registrant’s common stock, $0.001 par value (the only class of voting

stock), held by non-affiliates (870,505 shares) was $130,576 based on the average of the bid and ask price

($0.15) for the common stock on May 14, 2014.

At May 14, 2014, the number of shares outstanding of the registrant’s common stock, $0.001 par value (the

only class of voting stock), was 885,130.

TABLE OF CONTENTS

PART 1- FINANCIAL INFORMATION

Item1. Financial Statements:

Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Item 4. Controls and Procedures

PART II-OTHER INFORMATION

Item 1. Legal Proceedings

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Item 3. Defaults Upon Senior Securities

Item 4. Mine Safety Disclosures

Item 5. Other Information

Item 6. Exhibits

Signatures

ITEM 1.

FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Arvana, Inc., a Nevada

corporation and its wholly owned subsidiaries, unless otherwise indicated. In the opinion of management,

the accompanying unaudited condensed consolidated 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.

Arvana, Inc.

(A Development Stage Company)

Condensed Consolidated Balance Sheets

(Unaudited)

(Expressed in US Dollars)

March 31,

December 31,

2014

2013

ASSETS

Current assets:

Cash

731

321

Total assets

731

321

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities

Accounts payable and accrued liabilities

$ 1,057,588

1,056,941

Loans payable to stockholders (Note 3)

668,370

666,511

Loans payable to related parties (Note 3)

33,967

34,950

Loans payable (Note 3)

144,046

144,402

Amounts due to related parties (Note 3)

483,794

493,534

Total current liabilities

2,387,765

2,396,338

Stockholders' deficiency

Common stock, $0.001 par value 5,000,000 authorized,

885,130 shares issued and outstanding at

March 31, 2014 and December 31, 2013 (Note 4)

885

Additional paid-in capital

21,166,619

Deficit

(22,705,422)

Deficit accumulated during the development stage

(845,780)

(854,763)

(2,383,698)

(2,392,681)

Less: Treasury stock – 2,085 common shares at

March 31, 2014 and December 31, 2013

(3,336)

Total stockholders’ deficiency

(2,387,034)

(2,396,017)

731

321

The accompanying notes are an integral part of these condensed consolidated financial statements.

Arvana, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

(Unaudited)

(Expressed in US Dollars)

Cumulative amounts

from the beginning

of the development

Three Months Ended

stage on

March 31,

January 1, 2010 to

2014

2013

March 31, 2014

Operating expenses

General and administrative

5,892

23,944 $

736,652

Depreciation

103

Total operating expenses

5,892

23,944

736,755

Loss from operations

(5,892)

(23,944)

(736,755)

Interest expense

(12,642)

(12,058)

(198,795)

Foreign exchange gain

27,517

30,453

89,770

Net income (loss) and comprehensive

income (loss )

8,983

(5,549) $

(845,780)

Per common share information – basic and

diluted:

Weighted average number of common

shares outstanding

885,130

Net income (loss) per common share –

basic and diluted

0.01

(0.01)

The accompanying notes are an integral part of these condensed consolidated financial statements.

Arvana, Inc.

(A Development Stage Company)

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in US Dollars)

Cumulative amounts

from the beginning

of the development

Three Months Ended

stage on

March 31,

January 1, 2010 to

2014

2013

March 31, 2014

Cash flows from (used in) operating

activities

Net income (loss)

8,983 $

(5,549) $

(845,780)

Items not involving cash:

Depreciation

103

Unrealized foreign exchange

(27,522)

(30,443)

(86,032)

Changes in non-cash working capital:

Accounts payable and accrued

liabilities

13,939

11,280

478,795

Amounts due to related parties

510

21,307

299,436

Net cash used in operations

(4,090)

(3,405)

(153,478)

Cash flows from investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceeds of loans payable to

stockholders

4,500

72,320

Proceeds of loans payable to related

parties

36,522

Proceeds of loans payable

3,332

44,833

Net cash provided by financing

activities

4,500

3,332

153,675

Increase (decrease) in cash

410

(73)

197

Cash , beginning of period

321

1,254

534

Cash, end of period

731

1,181 $

731

Supplementary information

Cash paid for interest

- $

Cash paid for income taxes

- $

There were no non-cash investing and financing transactions for the periods ended March 31, 2014 and

2013 or from the beginning of the development stage on January 1, 2010 to March 31, 2014.

The accompanying notes are an integral part of these condensed consolidated financial statements.

Arvana, Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

(Unaudited)

(Expressed in U.S. Dollars)

1. Nature of Business and Ability to Continue as a Going Concern

Arvana, Inc. (“our”, “we”, ”us” and the “Company”) was incorporated under the laws of the State of

Nevada as Turinco, Inc. on September 16, 1977, with authorized common stock of 2,500 shares with a par

value of $0.25. On October 16, 1998, the authorized capital stock was increased to 100,000,000 common

shares with a par value of $0.001 and a forward common stock split of eight shares for each outstanding

share. In 2005, we completed another forward common stock split of nine shares for each outstanding

share. On July 24, 2006, the shareholders approved a change of the Company’s name from Turinco, Inc.

to Arvana Inc. On September 30, 2010, the authorized capital stock was decreased to 5,000,000 common

shares with a par value of $0.001 and effected a reverse split of one share for every twenty shares

outstanding.

These condensed consolidated financial statements for the three month period ended March 31, 2014

include the accounts of the Company and its subsidiary Arvana Networks Inc. (including its wholly-

owned subsidiaries, Arvana Participaçōes S.A. (“Arvana Par”) and Arvana Comunicações do Brasil S. A.

(“Arvana Com”)). The Company has ceased all operations in its subsidiary companies, and has written-

off or disposed of all assets in the subsidiary companies, consequently they are now all considered to be

inactive subsidiaries. As a result of this inactivity, the Company entered into a new development stage as

of January 1, 2010.

Our reporting currency and functional currency is the United States dollar (“US Dollar”) and the

accompanying condensed consolidated financial statements have been expressed in US Dollars.

These condensed consolidated financial statements have been prepared on a going concern basis, which

assumes the realization of assets and settlement of liabilities in the normal course of business. For the

three month period ended March 31, 2014, the Company incurred net income from operations of $8,983.

At March 31, 2014, the Company had a working capital deficiency of $2,387,034. These conditions raise

substantial doubt about the Company’s ability to continue as a going concern.

Accordingly, the Company will require continued financial support from its shareholders and creditors

until it is able to generate sufficient cash flow from operations on a sustained basis. There is substantial

doubt that the Company will be successful at achieving these results. Failure to obtain the ongoing

support of its shareholders and creditors may make the going concern basis of accounting inappropriate,

in which case the Company’s assets and liabilities would need to be recognized at their liquidation values.

These financial statements do not include any adjustments relating to the recoverability and classification

of recorded asset amounts and classification of liabilities that might arise from this uncertainty.

Arvana, Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

(Unaudited)

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies

Basis of presentation

The Company is in the process of evaluating business opportunities and is a development stage company.

The Company’s fiscal year end is December 31. The accompanying condensed interim consolidated

financial statements of Arvana, Inc. for the three months ended March 31, 2014 and 2013, and for the

cumulative amounts from the beginning of the development stage on January 1, 2010, through March 31,

2014, 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.

Results are not necessarily indicative of results which may be achieved in the future. Although they are

unaudited, in the opinion of management, they include all adjustments, consisting only of normal

recurring items, necessary for a fair presentation. Results are not necessarily indicative of results which

may be achieved in the future. The condensed consolidated interim financial statements and notes

appearing in this report should be read in conjunction with our consolidated 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, 2013, as filed with the Securities and Exchange Commission (the “SEC”) on March 31,

2014.

Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management

to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure

of contingent assets and liabilities at the date of the financial statements and the reported amounts of

revenues and expenses during the reporting period. Actual results could differ from those estimates. These

estimates include the recognition of deferred tax assets based on the change in unrecognized deductible

temporary tax differences.

Financial instruments

The Company uses the following methods and assumptions to estimate the fair value of each class of

financial instruments for which it is practicable to estimate such values:

Cash - the carrying amount approximates fair value because the amounts consist of cash held at a bank.

Accounts payable and accrued liabilities and loans payable - the carrying amount approximates fair value

due to the short-term nature of the obligations.

Arvana, Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

(Unaudited)

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

Financial instruments (continued)

The estimated fair values of the Company's financial instruments as of March 31, 2014 and December 31,

2013 follows:

March 31,

December 31,

2014

2013

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Cash

$731

$321

Accounts payable and accrued liabilities

1,057,588

1,056,941

Loans payable to stockholders

668,370

666,511

Loans payable to related party

33,967

34,950

Loans payable

144,046

144,402

Amounts due to related parties

483,794

493,534

The following table presents information about the assets that are measured at fair value on a recurring

basis as of March 31, 2014, and indicates the fair value hierarchy of the valuation techniques the

Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize

quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs

utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values

determined by Level 3 inputs are unobservable data points for the asset or liability, and included

situations where there is little, if any, market activity for the asset:

Quoted

Significant

Prices

Other

Significant

in Active

Observable

Unobservable

March 31,

Markets

Inputs

2014

(Level 1)

(Level 2)

(Level 3)

Assets:

Cash

731

The fair value of cash is determined through market, observable and corroborated sources.

Recent accounting pronouncements

We have reviewed all recently issued, but not yet effective, accounting pronouncements and do not

believe the future adoption of any such pronouncements may be expected to cause a material impact on

our financial condition or the results of our operations.

Arvana, Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

(Unaudited)

(Expressed in U.S. Dollars)

3. Amounts Due to Related Parties and Loans Payable to Stockholders

From February, 2007, until March 31, 2014, the Company received a number of loans from stockholders,

related parties and unrelated third parties. As of March 31, 2014, the Company had received loans of

$668,370 (Euro 225,000; CAD 72,300; $293,007) (December 31, 2013 - $666,511: Euro 225,000; CAD

72,300; $288,507) from stockholders, loans of $33,967 (CAD 27,600; $9,000) (December 31, 2013 –

$34,950: CAD 27,600; $9,000) from a related party and loans of $144,046 (CAD 10,000; $ 135,000)

(December 31, 2013 – $ 144,402: CAD 10,000; $135,000) from unrelated third parties. All of the loans

bear interest at 6% per annum. The loans were made in 3 different currencies, Euros, Canadian Dollars

and US Dollars. All amounts reflected on these condensed consolidated financial statements are

expressed in US Dollars. Repayment of the loans is due on closing of any future financing arrangement

by the Company. The balance of accrued interest of $279,928 and $268,271 is included in accounts

payable and accrued liabilities at March 31, 2014, and December 31, 2013, respectively. Interest expense

recognized on these loans was $12,642 for the three months ended March 31, 2014, compared to $12,058

for the three months ended March 31, 2013.

At March 31, 2014, and December 31, 2013, the Company had amounts due to related parties of $483,794

and $493,534, respectively. This amount includes $136,100 at March 31, 2014, and December 31, 2013,

payable to two former directors and a current director for services rendered during 2007. This amount is

to be paid part in cash and part in stock at a future date with the number of common shares determined by

the fair value of the shares on the settlement date. The amounts owing bear no interest, are unsecured, and

have no fixed terms of repayment.

4. Common stock

We have a stock option plan in place under which we are authorized to grant options to executive officers

and directors, employees and consultants enabling them to acquire up to 10% of our issued and

outstanding common stock. Under the plan, the exercise price of each option equals the market price of

our stock as calculated on the date of grant. The options can be granted for a maximum term of 10 years.

Vesting terms are determined at the time of grant.

At March 31, 2014 and December 31, 2013, there were no warrants outstanding

At March 31, 2014 and December 31, 2013, there were no stock options outstanding. No options were

granted, exercised or expired during the three months ended March 31, 2014 or the year ended December

31, 2013.

On September 30, 2010, the Company completed a common stock reverse split of one share for each

twenty shares outstanding. These condensed consolidated financial statements have been prepared

showing after reverse stock split shares with a par value of $0.001.

On September 6, 2011, the Company cancelled 175,000 shares of its treasury stock of which cancellation

removed $175 from common stock and $279,825 from additional paid-in capital.

Arvana, Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

(Unaudited)

(Expressed in U.S. Dollars)

5. Segmented Information

The Company has no reportable segments.

6. Related Party Transactions

Other than amounts payable to related parties as disclosed below and in Note 3, the Company also

incurred consulting fees of $1,138 paid to a company controlled by our chief executive officer during the

period ended March 31, 2014.

Our former chief executive officer and former director had entered into a consulting arrangement on a

month to month basis that provided for a monthly fee of CAD 5,000. These amounts have been accrued

and are currently unpaid. This consulting arrangement ended on May 24, 2013. As of March 31, 2014 our

former chief executive officer was owed $75,724 (CAD 83,710) for services rendered as an officer,

compared to $78,704 (CAD 83,710) as at December 31, 2013.

Our former chief financial officer and former director had entered into a consulting agreement on a month

to month basis that provides for a monthly fee of $2,000. These amounts have been accrued and are

currently unpaid. This consulting arrangement ended on June 14, 2013. As of March 31, 2014 and

December 31, 2013 our former chief financial officer was owed $58,870 for services rendered as an

officer.

Our former chief executive officer and former director entered into a debt assignment agreement effective

January 1, 2012, with a corporation with a former director in common and thereby assigned $183,416

(CAD 202,759) of unpaid amounts payable.

Our former chief executive officer and former director entered into a debt assignment agreement effective

January 1, 2012, with an unrelated third party and thereby assigned $53,357 of unpaid amounts payable

and $100,000 of unpaid loans.

Our former chief executive officer and former director is owed $192,963 for unsecured non-interest

bearing amounts due on demand loaned to the Company as of March 31, 2014, compared to $199,481 as

of December 31, 2013.

Our former chief executive officer and former director is owed $33,967 for unsecured amounts bearing

6% interest due on demand loaned to the Company as of March 31, 2014, compared to $34,950 as of

December 31, 2013.

Our other former officers are owed a total of $95,861 for their prior services rendered as officers as at

March 31, 2014, compared to $99,083 as of December 31, 2013.

A director of the Company is owed $60,000 as of March 31, 2014 and December 31, 2013 for services

rendered as a director during 2007. Two former directors of the Company are owed $76,100 as of March

31, 2014 and December 31, 2013 for services rendered as directors during 2007.

Arvana Inc.

(A Development Stage Company)

Notes to Condensed Consolidated Financial Statements

March 31, 2014

(Unaudited)

(Expressed in U.S. Dollars)

7. Subsequent Events

The Company evaluated its March 31, 2014, financial statements for subsequent events through the date

the financial statements were issued. The Company is not aware of any subsequent events which would

require recognition or disclosure in the financial statements.

Item 2.

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 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 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. All

information presented herein is based on the three months ended March 31, 2014 and March 31, 2013.

Overview

The Company is currently in the process of evaluating business opportunities having entered a new

development stage as of January 1, 2010. We can provide no assurance that we will be successful in

identifying suitable business opportunities, or if we are able to identify suitable business opportunities,

that we will be able to find an adequate source of financing to acquire any business or business assets, and

commence operations, or that those operations, if commenced, will be successful in generating profits.

Our Plan of Operation

The Company’s plan of operation over the next twelve months is to identify and acquire a suitable

business opportunity. However, we will not be able to pursue any new business opportunities that we

might identify without additional financing to provide for ongoing operations. Management is actively

seeking new financing to this end while we evaluate potential businesses.

We anticipate that in order to maintain operations while we evaluate new businesses the Company will

need debt or equity funding of at least $50,000 over the next twelve months. Should we be successful in

identifying a new business opportunity the Company will require additional funding to evaluate and

prospectively acquire any given opportunity. The amount of such additional funding will depend on the

business and is not determinable at this time.

Other than shareholder loans, we do not believe that debt financing will be an attractive means of funding

our business development as we do not have tangible assets to secure debt financing. Rather, we

anticipate that future funding will be in the form of shareholder loans and equity financing from the sale

of our common stock. However, we do not currently have any financing arrangements in place and cannot

provide prospective investors with any assurance that we will be able to procure sufficient funding to fund

our plan of operation. Accordingly, we will require continued financial support from our shareholders and

creditors until we are able to generate sufficient net cash flow from active operations on a sustained basis.

Results of Operations

During the three months ended March 31, 2014, the Company (i) sought out prospective business

opportunities; and (ii) satisfied continuous public disclosure requirements.

Our operations for the three months ended March 31, 2014 and 2013 are summarized below.

Three months

Ended

March 31, 2014

March 31, 2013

Expenses:

General and administration

$5,892

$23,944

Interest

12,642

12,058

Foreign exchange gain

(27,517)

(30,453)

Net (Income) Loss and

Comprehensive

(Income) Loss for the Period

($8,983)

$5,549

Net Income (Loss)

For the period from January 1, 2010 to March 31, 2014, the Company recorded a cumulative net loss of

$845,780. The Company’s cumulative net loss is primarily due to costs associated with general and

administrative expenses. General and administrative costs include accounting costs, consulting fees,

professional fees, travel costs, project development expenses, due diligence costs and office operation

costs.

Net income for the three months ended March 31, 2014 was $8,983 as compared to net loss of $5,549 for

the three months ended March 31, 2013. The transition to net income from net loss over the comparative

three month periods can be attributed to the decrease in general and administrative expenses and the gain

on unrealized foreign exchange in the current three month period. The gain on unrealized foreign

exchange is due to volatility in the value of foreign currencies against the US dollar, which volatility

impacts the cost of those expenses that are payable in foreign currencies.

We did not generate revenue during this period and expect to continue to incur losses over the next twelve

months at a rate comparable to the three months presented here or until such time as we are able to

conclude the acquisition or development of a new business opportunity that produces net income.

Capital Expenditures

The Company expended no amounts on capital expenditures for the period from January 1, 2010, to

March 31, 2014.

Income Tax Expense (Benefit)

The Company has a prospective income tax benefit resulting from a net operating loss carry-forward and

start up costs that will offset any future operating profit.

Liquidity and Capital Resources

The Company is in the development stage and, since inception, has experienced significant changes in

liquidity, capital resources, and stockholders’ deficit.

The Company had current and total assets of $731 as of March 31, 2014, consisting solely of cash and a

working capital deficit of $2,387,034, as compared to current and total assets of $321, consisting solely of

cash and a working capital deficit of $2,396,017 as of December 31, 2013. Net stockholders' deficit in the

Company was $2,387,034 at March 31, 2014, as compared to a net stockholder’s deficit in the Company

of $2,396,017 at December 31, 2013.

Cash Used in Operating Activities

Cash flow used in operating activities was $153,478 for the period from January 1, 2010, to March 31,

2014.

Cash flow used in operating activities for the three month period ended March 31, 2014 was $4,090 as

compared to $3,405 for the three month period ended March 31, 2013, which differences reflect the

comparative decrease in general and administrative expenses and changes in working capital in the

current three month period. General and administrative expenses include but are not limited to, personnel

costs, accounting fees, consulting expenses, and professional fees, accounts payable and accrued

expenses. Net cash used in operating activities in the prior nine month period can also be primarily

attributed to general and administrative expenses and changes in other assets, accounts payable and

accrued expenses.

We expect to continue to use cash flow in operating activities over the next twelve months or until such

time as the Company can generate sufficient revenue to transition net income from operations.

Cash Used in Investing Activities

Cash flow used in investing activities was zero for the period from January 1, 2010, to March 31, 2014.

We do expect to use cash flow in investing activities in connection with the development or acquisition of

a suitable business opportunity. Until such time as such unidentified opportunity is concluded, we do not

expect to use cash flows in investing activities.

Cash Flows from Financing Activities

Cash flow provided from financing activities was $153,675 for the period from January 1, 2010, to March

31, 2014.

Cash flow provided by financing activities for the three months ended March 31, 2014, increased to

$4,500 as compared to $3,332 for the three months ended March 31, 2013. The increase in cash flow

provided from financing activities over the comparative three month periods can be attributed to the

increase in unsecured loan amounts procured from shareholders.

We expect to continue to use cash flow provided by financing activities to procure sufficient funds to

maintain operations in order to seek out suitable business opportunities.

The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12)

months. We will have to seek at least $50,000 in debt or equity financing over the next twelve months to

maintain operations. The Company has no current commitments or arrangements with respect to, or

immediate sources of this funding. Further, no assurances can be given that funding is available. The

Company’s shareholders are the most likely source of new funding in the form of loans or equity

placements though none have made any commitment for future investment and the Company has no

agreement formal or otherwise. The Company’s inability to obtain sufficient funding to maintain

operations will have a material adverse affect on its ability to fulfill its current plan of operation to search

for suitable business opportunities.

The Company does not intend to pay cash dividends in the foreseeable future.

The Company had no lines of credit or other bank financing arrangements as of March 31, 2014.

The Company had no commitments for future capital expenditures that were material at March 31, 2014.

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 March 31, 2014, we have no significant off-balance sheet arrangements that have or are reasonably

likely to have a current or future effect on our financial condition, changes in financial condition,

revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that are

material to stockholders.

Future Financings

We anticipate continuing to rely on debt or equity sales of our shares of common stock in order to

continue to fund our business operations. There is no assurance that we will achieve any additional sales

of our equity securities or arrange for debt or other financing to fund our plan of operations.

Critical Accounting Policies

In Note 2 to the audited financial statements for the years ended December 31, 2013 and 2012, included

in our Form 10-K, the Company discusses those accounting policies that are considered to be significant

in determining the results of operations and its financial position. The Company believes that the

accounting principles utilized by it conform to accounting principles generally accepted in the United

States.

The preparation of consolidated financial statements requires Company management to make significant

estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses. By

their nature, these judgments are subject to an inherent degree of uncertainty. On an on-going basis, the

Company evaluates estimates. The Company bases its estimates on historical experience and other facts

and circumstances that are believed to be reasonable, and the results form the basis for making judgments

about the carrying value of assets and liabilities. The actual results may differ from these estimates under

different assumptions or conditions.

Going Concern

The Company’s auditors have expressed an opinion as to the Company’s ability to continue as a going

concern as a result of an accumulated deficit of $23,551,202 since inception and negative cash flows

from operating activities as of March 31, 2014. The Company’s ability to continue as a going concern is

subject to the ability of the Company to realize a profit and /or obtain funding from outside sources.

Management’s plan to address the Company’s ability to continue as a going concern includes: (i)

obtaining funding from the private placement of debt or equity; and (ii) realizing revenues from its

prospective development or acquisition of a suitable business opportunity. Management believes that it

will be able to obtain funding to allow the Company to remain a going concern through the methods

discussed above, though there can be no assurances that such methods will prove successful.

Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition

The statements contained in the section titled Management’s Discussion and Analysis of Financial

Condition and Results of Operations and elsewhere in this current report, with the exception of historical

facts, are forward-looking statements. Forward-looking statements reflect our current expectations and

beliefs regarding our future results of operations, performance, and achievements. These statements are

subject to risks and uncertainties and are based upon assumptions and beliefs that may or may not

materialize. These statements include, but are not limited to, statements concerning:

§ our anticipated financial performance and business plan;

§ the sufficiency of existing capital resources;

§ our ability to raise capital to fund cash requirements for future operations;

§ uncertainties related to the Company’s future business prospects;

§ the volatility of the stock market and;

§ general economic conditions.

We wish to caution readers that our operating results are subject to various risks and uncertainties that

could cause our actual results to differ materially from those discussed or anticipated. We also wish to

advise readers not to place any undue reliance on the forward-looking statements contained in this report,

which reflect our beliefs and expectations only as of the date of this report. We assume no obligation to

update or revise these forward-looking statements to reflect new events or circumstances or any changes

in our beliefs or expectations, other than as required by law.

Stock-Based Compensation

We have adopted Accounting Standards Codification Topic (“ASC”) 718, Share-Based Payment, which

addresses the accounting for stock-based payment transactions in which an enterprise receives employee

services in exchange for (a) equity instruments of the enterprise or (b) liabilities that are based on the fair

value of the enterprise’s equity instruments or that may be settled by the issuance of such equity

instruments.

We account for equity instruments issued in exchange for the receipt of goods or services from other than

employees in accordance with ASC 505. Costs are measured at the estimated fair market value of the

consideration received or the estimated fair value of the equity instruments issued, whichever is more

reliably measurable. The value of equity instruments issued for consideration other than employee

services is determined on the earliest of a performance commitment or completion of performance by the

provider of goods or services.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not required.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

In connection with the preparation of this report on Form 10-Q, an evaluation was carried out by the

Company’s management, with the participation of the chief executive officer and 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”)). 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 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 ineffective in recording,

processing, summarizing, and reporting information required to be disclosed, within the time periods

specified in the Commission’s rules and forms.

Changes in 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 period ended March 31, 2014, that materially affected, or are reasonably

likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1.

Legal Proceedings.

None

Item 1A.

Risk Factors

Not required.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

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.

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/ Ruairidh Campbell

Ruairidh Campbell, Chief Executive Officer,

Chief Financial Officer and Principal

Accounting Officer

Date: May 14, 2014

INDEX TO EXHIBITS

Exhibit

Number

Description of Exhibit

2.1

Agreement and Plan of Reorganization between the Company, Arvana Networks, Inc.

and the Shareholders of Arvana Networks, Inc. dated August 18, 2005⁽¹⁾

3.1

Articles of Incorporation⁽²⁾

3.2

Bylaws, as amended⁽²⁾

3.3

Amendment to Articles of Incorporation⁽³⁾

10.1

2006 Stock Option Plan, dated June 5, 2006⁽⁴⁾

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule

13a-14(a) of the Exchange Act⁽⁵⁾

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule

13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002⁽⁵⁾

101. INS

XBRL Instance Document^†

101. PRE

XBRL Taxonomy Extension Presentation Linkbase^†

101. LAB

XBRL Taxonomy Extension Label Linkbase^†

101. DEF

XBRL Taxonomy Extension Label Linkbase^†

101. CAL

XBRL Taxonomy Extension Label Linkbase^†

101. SCH

XBRL Taxonomy Extension Schema^†

(1)

Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K

filed with the SEC on August 19, 2005.

(2)

Incorporated by reference to the exhibits to the Company’s registration statement on

Form 10-SB filed with the SEC on May 24, 2000.

(3)

Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K

filed with the SEC on October 12, 2010.

(4)

Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K

filed with the SEC on June 7, 2006.

(5)

Filed as an exhibit to this Quarterly Report on Form 10-Q.

^†

Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed

“furnished” and not “filed” or part of a registration statement or prospectus for purposes

of Section 11 or 12 of the Securities Act of 1933, or deemed “furnished” and not “filed”

for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is

not subject to liability under these sections.