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EX-31.1 - CERTIFICATION - ARVANA INCexhibit31-1.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2009

[   ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

For the transition period from _______ to _______

Commission File Number: 000-30695

ARVANA INC.
(Exact name of small business issuer as specified in its charter)

NEVADA 87-0618509
(State or other jurisdiction of incorporation or (IRS Employer Identification No.)
organization)  

1180-999 West Hastings St., Vancouver, British Columbia, Canada V6C 2W2
(Address of principal executive offices)

2610-1066 West Hastings Street, Vancouver, BC V6E 3X2
(Former name, former address and former fiscal year, if changed since last report)

604-684-4691
(Issuer's telephone number)

Not Applicable
(Former name, if changed since last report)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during
the past 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 [X]    No [   ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer,
or a smaller reporting company.

Large accelerated filer [   ] Accelerated filer                   [   ]
   
Non-accelerated filer   [   ] Smaller reporting company [X]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes[X]    No [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the Issuer’s common stock, $0.001 par value per share, was
21,202,375 as of November 13, 2009.


PART I

ARVANA INC.

FORM 10-Q

For the Quarterly Period Ended September 30, 2009

INDEX

PART I Financial Information 3
Item 1. Financial Statements 3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 13
Item 4T. Controls and Procedures 18
     
PART II Other Information 20
Item 1. Legal Proceedings 20
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 20
Item 3. Defaults Upon Senior Securities 20
Item 4. Submission of Matters to a Vote of Security Holders 20
Item 5. Other Information 20
Item 6. Exhibits 20
Signatures   22


Item 1. Financial Statements

The following unaudited consolidated interim financial statements of Arvana Inc. are included in this Quarterly Report on Form 10-Q:




ARVANA INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED BALANCE SHEETS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
 

    September 30,     December 31,  
    2009     2008  
             
             
ASSETS            
             
Current            
         Cash $  5,489   $  738  
             
             
             
    5,489     738  
             
Long-term            
         Equipment (Note 3)   178     403  
             
             
  $  5,667   $  1,141  
             
             
LIABILITIES AND STOCKHOLDERS' DEFICIENCY            
             
Current            
         Accounts payable and accrued liabilities $  394,640   $  360,275  
         Note payable   175,560     167,040  
         Amounts due to related parties (Note 4)   197,262     196,482  
         Loans Payable (Note 4)   717,205     574,675  
             
    1,484,667     1,298,472  
             
             
Stockholders' deficiency            
         Common stock (Note 5)            
                 100,000,000 common shares authorized at $0.001 par value;            
                 21,202,375 common shares issued and outstanding (December 31, 2008 - 21,202,375)   21,203     21,203  
         Additional paid-in capital   21,426,301     21,426,301  
         Deficit   (95,331 )   (95,331 )
         Deficit accumulated during the development stage   (22,547,837 )   (22,366,168 )
             
    (1,195,664 )   (1,013,995 )
         Less: Treasury stock - 3,541,700 common shares (December 31, 2008 - 3,541,700)   (283,336 )   (283,336 )
             
    (1,479,000 )   (1,297,331 )
             
  $  5,667   $  1,141  

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



ARVANA INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF OPERATIONS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
 

                            Cumulative amounts  
                            from the beginning of the  
    For the three months ended     For the nine months ended     development stage on  
    September 30,     September 30,     January 1, 2005 to  
    2009     2008     2009     2008     September 30, 2009  
                               
                               
Sales $  -   $  -   $  -   $  -   $  7,573,714  
Cost of sales   -     -     -     -     (5,896,638 )
                               
Gross profit   -     -     -     -     1,677,076  
                               
Operating expenses                              
   Selling and promotion   -     -     -     -     (188,078 )
   General and administrative   (47,551 )   (47,686 )   (120,549 )   (206,078 )   (3,832,613 )
   Research and development   -     -     -     -     (170,083 )
   Depreciation   (75 )   (75 )   (225 )   (225 )   (270,246 )
   Foreign exchange gain (loss)   (43,410 )   77,927     (60,895 )   28,097     (268,980 )
                               
Operating income (loss)   (91,036 )   30,166     (181,669 )   (178,206 )   (3,052,924 )
                               
Other items                              
   Stock-based compensation (Note 5)   -     (33,200 )   -     (364,000 )   (9,837,290 )
   Loss on write-off of equipment   -     -     -     -     (67,798 )
   Loss on acquisition of Arvana Networks   -     -     -     -     (7,013,310 )
   Loss on acquisition of Arvana Com   -     -     -     -     (279,037 )
   Loss on bad debt expense   -     -     -     -     (58,411 )
   Loss on disposal of Hallotel   -     -     -     -     (2,239,014 )
   Gain on disposal of BCH Beheer   -     -     -     -     28,297  
   Other income   -     -     -     -     9,425  
   Gain on debt settlement   -     -     -     -     75,000  
                               
Net loss before income taxes   (91,036 )   (3,034 )   (181,669 )   (542,206 )   (22,435,062 )
                               
Income taxes   -     -     -     -     (67,035 )
                               
Net loss for the period $  (91,036 ) $  (3,034 ) $  (181,669 ) $  (542,206 ) $  (22,502,097 )
                               
Other comprehensive loss   -     -     -     -     (45,740 )
                               
Comprehensive loss for the period $  (91,036 ) $  (3,034 ) $  (181,669 ) $  (542,206 ) $  (22,547,837 )
                               
                               
Loss per share - basic and diluted $  (0.00 ) $  (0.00 ) $  (0.01 ) $  (0.03 )      
                               
                               
Weighted average number of common   21,202,375     21,202,375     21,202,375     21,202,375        
shares outstanding                              

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



ARVANA INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF CASH FLOWS
(EXPRESSED IN US DOLLARS)
(UNAUDITED)
 

                Cumulative  
                amounts from the  
                beginning of the  
    For the nine months ended     development stage on  
    September 30,     January 1, 2005 to  
    2009     2008     September 30, 2009  
                   
                   
Cash flows from operating activities                  
     Net loss for the period $  (181,669 ) $  (542,206 ) $  (22,502,097 )
                   
     Items not involving cash:                  
             Depreciation and amortization   225     225     270,246  
             Stock-based compensation   -     364,000     9,837,290  
             Loss on acquisition of Arvana Networks   -     -     7,013,310  
             Loss on acquisition of Arvana Comunicacoes   -     -     279,037  
             Loss on write-off of equipment   -     -     67,798  
             Loss on bad debt expense   -     -     58,411  
             Gain on debt settlement   -     -     (75,000 )
             Loss on disposal of Hallotel   -     -     2,239,014  
             Gain on disposal of BCH Beheer   -     -     (28,297 )
             Deferred income taxes   -     -     31,294  
             Unrealized foreign exchange   55,686     -     1,791  
     Changes in non-cash working capital:                  
             Receivables   -     -     (503,998 )
             Accounts payable and accrued liabilities   14,891     (15,343 )   1,487,047  
             Amounts due to related parties   (5,604 )   -     (237,959 )
                   
     Net cash used in operations   (116,471 )   (193,324 )   (2,062,113 )
                   
                   
Cash flows from investing activities                  
     Acquisition of equipment   -     -     (378,751 )
     Proceeds of sale of equipment   -     -     3,702  
     Cash portion of Investment in BCH Beheer / Hallotel   -     -     (1,445,235 )
     Cash of Hallotel on disposition date   -     -     (53,136 )
     Cash of BCH Beheer / Hallotel on acquisition date   -     -     105,659  
     Cash of Arvana Networks on acquisition date   -     -     5,800  
     Cash of Arvana Comunicacoes on acquisition date   -     -     62,465  
                   
     Net cash used in investing activities   -     -     (1,699,496 )
                   
                   
Cash flows from financing activities                  
     Proceeds of loan payable   125,000     224,649     720,451  
     Repayments of loan payable   (3,778 )   -     (7,582 )
     Contribution to capital   -     -     900  
     Proceeds from issuance of common stock, net of finders' fees   -     -     3,097,750  
                   
     Net cash provided by financing activities   121,222     224,649     3,811,519  
                   
                   
Effect of exchange rate changes on cash   -     (33,313 )   (45,653 )
                   
Increase (decrease) in cash   4,751     (1,988 )   4,257  
                   
Cash , beginning of period   738     2,913     1,232  
                   
Cash, end of period $  5,489   $  925   $  5,489  



Supplementary information                  
     Interest paid $  1,608   $  -        
     Taxes paid   -     -        
                   
Transactions not involving cash                  
     Write-off of software associated with the disposal of Hallotel   -     -     64,104  
     Issuance of stock for settlement of debt; 500,000 shares of common stock   -     -     75,000  
     Decrease in accounts payable due to Brulex due to disposal of Hallotel   -     -     338,236  
     Decrease in note payable due to Brulex due to disposal of Hallotel   -     -     108,880  
     Loss of receivables due to Hallotel disposal   -     -     1,554,068  
     Loss of property and equipment due to Hallotel disposal   -     -     516,497  
     Loss of accounts payable and accrued liabilities due to Hallotel disposal   -     -     1,867,306  
     Loss of deferred income tax liability due to Hallotel disposal   -     -     31,445  
     Decrease in accounts payable due to disposal of BCH Beheer   -     -     28,305  
                   
     Common shares cancelled due to disposal of Hallotel (3,541,700 @ $0.08)   -     -     283,336  
     Common shares issued for services (451,875 @ $0.40)   -     -     180,750  
     Common shares issued for acquisition of BCH Beheer / Hallotel   -     -     1,416,680  
          (3,541,700 @ $0.40)                  
     Common shares issued for finders fees for BCH Beheer / Hallotel   -         83,320  
          Acquisition (208,300 @ $0.40)                  

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


ARVANA INC. AND SUBSIDIARIES
(A DEVELOPMENT STAGE COMPANY)
CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)
(EXPRESSED IN US DOLLARS)
(UNAUDITED)

    Common Stock     Treasury Stock                 Deficit              
                                        Accumulated     Accumlated     Total  
                            Additional           during the     other     Stockholders'  
                            Paid-in           development     comprehensive     Equity  
    Shares     Amount     Shares     Amount     Capital     Deficit     stage     loss     (Deficiency)  
                                                       
                                                       
From inception to December 31, 2004   8,253,000   $  8,253     -   $ -   $ 88,310   $  (95,331 ) $ -   $  -   $ 1,232  
                                                       
   Contribution to capital   -     -     -     -     900     -     -     -     900  
   Return and cancellation of common stock - March 2005   (1,350,000 )   (1,350 )   -     -     1,350     -     -     -     -  
   Issuance of common stock for cash at $0.10 - May 2005   3,000,000     3,000     -     -     5,997,000     -     -     -     6,000,000  
   Issuance of common stock for cash at $1.25 - July 2005   400,000     400     -     -     911,600     -     -     -     912,000  
   Return and cancellation of common stock - August 2005   (1,017,000 )   (1,017 )   -     -     1,017     -     -     -     -  
   Issuance of common stock for cash at $1.25 - August 2005   792,000     792     -     -     1,804,968     -     -     -     1,805,760  
   Issuance of common stock for finders fee at $2.28 - August                                                      
         2005   330,000     330     -     -     752,070     -     -     -     752,400  
   Issuance of common stock in transaction with Arvana                                                      
         Networks at $2.28 - August 2005   3,000,000     3,000     -     -     6,837,000     -     -     -     6,840,000  
   Finders fees paid in cash - July, August, September 2005   -     -     -     -     (164,000 )   -     -     -     (164,000 )
   Issuance of common stock for cash at $1.25 - October 2005   440,000     440     -     -     1,002,760     -     -     -     1,003,200  
   Issuance of common stock for finders fee at $2.28 - October                                                      
           2005   43,500     44     -     -     99,137     -     -     -     99,181  
   Finders fees paid in cash - October 2005   -     -     -     -     (54,750 )   -     -     -     (54,750 )
   Net operating loss for the year ended December 31, 2005   -     -     -     -     -     -     (16,492,608 )   -     (16,492,608 )
                                                       
Balance December 31, 2005   13,891,500   $  13,892     -   $ -   $ 17,277,362   $  (95,331 ) $ (16,492,608 ) $  -   $ 703,315  
                                                       
   Stock-based compensation   -     -     -     -     232,400     -     -     -     232,400  
   Issuance of common stock for acquisition of BCH Beheer /                                                      
     Hallotel, including transaction fee   3,750,000     3,750     -     -     1,496,250     -     -     -     1,500,000  
   Issuance of common stock for cash at $0.40   2,625,000     2,625     -     -     1,047,375     -     -     -     1,050,000  
   Issuance of common stock for services at $0.40   451,875     452     -     -     180,298     -     -     -     180,750  
   Finders fees paid in cash   -     -     -     -     (73,500 )   -     -     -     (73,500 )
   Net operating loss for the year ended December 31, 2006   -     -     -     -     -     -     (1,742,930 )   -     (1,742,930 )
   Foreign currency translation adjustment   -     -     -     -     -     -     -     (59,530 )   (59,530 )
                                                       
Balance December 31, 2006   20,718,375   $  20,719     -   $ -   $ 20,160,185   $  (95,331 ) $ (18,235,538 ) $  (59,530 $ 1,790,505  
                                                       
   Stock-based compensation   -     -     -     -     662,800     -     -     -     662,800  
   Return and cancellation of common stock   (16,000 )   (16 )   -     -     16     -     -     -     -  
   Issuance of common stock for debt settlement   500,000     500     -     -     74,500     -     -     -     75,000  
   Treasury stock acquired on disposal of subsidiary   -     -     (3,541,700 )   (283,336 )         -     (45,740 )   45,740     (283,336 )
   Net operating loss for the year ended December 31, 2007   -     -     -     -     -     -     (3,375,390 )   -     (3,375,390 )
   Foreign currency translation adjustment   -     -     -     -     -     -     -     13,790     13,790  
                                                       
Balance December 31, 2007   21,202,375   $  21,203   $ (3,541,700 ) $ (283,336 $ 20,897,501   $  (95,331 $ (21,656,668 ) $  -   $ (1,116,631 )
                                                       
   Stock-based compensation   -     -     -     -     528,800     -     -     -     528,800  
   Net operating loss for the year ended December 31, 2008   -     -     -     -     -     -     (709,500 )   -     (709,500 )
                                                       
Balance December 31, 2008   21,202,375   $  21,203   $ (3,541,700 $ (283,336 ) $ 21,426,301   $  (95,331 $ (22,366,168 ) $  -   $ (1,297,331 )
                                              -        
   Net operating loss for the nine months ended September 30, 2009   -     -     -     -     -     -     (181,669 )   -     (181,669 )
                                                       
Balance September 30, 2009   21,202,375   $  21,203     (3,541,700 $ (283,336 $ 21,426,301   $  (95,331 ) $ (22,547,837 ) $  -   $ (1,479,000 )

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



ARVANA INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine months Ended September 30, 2009 and 2008
(expressed in US dollars)
(Unaudited)

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

Arvana Inc., (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 shares with a par value of $0.001. On July 24, 2006, the shareholders approved a change of the Company’s name from Turinco, Inc. to Arvana Inc.

In 1998, the Company completed a common stock split of eight shares for each outstanding share. In 2005, the Company completed another common stock split of nine shares for each outstanding share. These consolidated interim financial statements have been prepared showing after stock split shares with a par value of $0.001.

These consolidated interim financial statements for the nine month period ended September 30, 2009 include the accounts of the Company, its subsidiary Arvana Networks (including its wholly-owned subsidiaries Arvana Par and Arvana Comunicações do Brasil S. A. (“Arvana Com”) and its formerly-owned subsidiary BCH Beheer B.V. up to its date of disposal on December 30, 2008 (and its formerly wholly-owned subsidiary Hallotel Deutschland GmbH up to its date of disposal on December 7, 2007). 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.

These consolidated interim 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 nine month period ended September 30, 2009, the Company incurred a loss from operations of $181,669. At September 30, 2009, the Company had a working capital deficiency of $1,479,178. 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.

2. Summary of Significant Accounting Policies

a) Basis of presentation

The Company began to generate revenues as a result of the acquisition of Hallotel during the final four months of 2006. In 2007 the Company commenced its planned principal operations and determined its target market segments and market strategies. Consequently, the Company exited the development stage during early 2007. The Company then disposed of Hallotel in December 2007 and ceased all operations in its subsidiary companies. The Company is again in the process of evaluating business opportunities and has returned to the development stage and presents its financial statements in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company’s fiscal year end is December 31. The accompanying consolidated interim financial statements of Arvana Inc. for the nine month periods ended September 30, 2009 and 2008, and for the cumulative amounts from the beginning of the development stage on January 1, 2005, through September 30, 2009, 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. 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 consolidated interim financial statements and notes appearing in this report should be read in conjunction with the Company’s consolidated audited financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2008, as filed with the Securities and Exchange Commission (the “SEC”) on May 1, 2009 (file no. 000-30695).



ARVANA INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine months Ended September 30, 2009 and 2008
(expressed in US dollars)
(Unaudited)

2. Summary of Significant Accounting Policies con’t

b) Recent accounting pronouncements

During the third quarter of 2009, the Company adopted the FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles in accordance with FASB ASC Topic 105,”Generally Accepted Accounting Principles”(the Codification). The Codification has become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. Effective with the Company’s adoption on July 1, 2009, the Codification has superseded all prior non-SEC accounting and reporting standards. All other non-grandfathered non-SEC accounting literature not included in the Codification has become non-authoritative. As the adoption of the Codification only affected how specific references to GAAP literature have been disclosed in the notes to the Company’s condensed consolidated financial statements, it did not result in any impact on the Company’s results of operations, financial condition, or cash flows.

In September 2009, the FASB issued authoritative guidance regarding multiple-deliverable revenue arrangements. This guidance addresses how to separate deliverables and how to measure and allocate consideration to one or more units of accounting. Specifically, the guidance requires that consideration be allocated among multiple deliverables based on relative selling prices. The guidance establishes a selling price hierarchy of (1) vendor-specific objective evidence, (2) third-party evidence and (3) estimated selling price. This guidance is effective for annual periods beginning after June 15, 2010 but may be early adopted as of the beginning of an annual period. The Company is currently evaluating the effect that this guidance will have on its consolidated financial position and results of operations.

ASC 855-10-20, “Subsequent Events” establishes accounting and reporting standards for events that occur after the balance sheet date but before financial statements are issued or are available to be issued and requires the disclosure of the date through which a company has evaluated subsequent events. This statement is effective for the Company’s third quarter ended September 30, 2009 and the adoption did not have an impact on the consolidated financial statements. See Note 7 for the required disclosures.

In April 2009, the FASB issued ASC 820-10-65 formerly FASB Staff Position FAS 157-4, “Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly” (“FSP 157-4”). This provides significant guidance for determining when a market has become inactive as well as guidance for determining whether transactions are not orderly. It also provides guidance on the use of valuation techniques and the use of broker quotes and pricing services. It reiterates that fair value is based on an exit price and also that fair value is market-driven and not entity-specific. The accounting standard of codification applies to all assets and liabilities within the scope of ASC 820 and is effective for all interim and annual periods ending after June 15, 2009. The adoption of ASC 820-10-65 did not have a material effect on the Company’s results of operations, financial position, and cash flows.

In April 2009, the FASB issued ASC 320-10-65, formerly FASB Staff Position FAS 115-2, FAS 124-2 and EITF 99-20-2, “Recognition and Presentation of Other-Than-Temporary Impairments” (“FSP 115-2”). This accounting standard provides guidance related to determining the amount of an other-than-temporary impairment (OTTI) of debt securities and prescribes the method to be used to present information about an OTTI in the financial statements. It is effective for all interim and annual periods ending after June 15, 2009. The adoption of ASC 320-10-65 did not have a material effect on the Company’s results of operations, financial position, and cash flows.

In April 2009, the FASB issued ASC 825-10-65, formerly FASB Staff Position FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments” (“FSP 107-1”), which increases the frequency of fair value disclosures to a quarterly basis instead of an annual basis. The guidance relates to fair value disclosures for any financial instruments that are not currently reflected on the balance sheet at fair value. This ASC is effective for interim and annual periods ending after June 15, 2009. The adoption of ASC 825-10-65 did not have a material effect on the Company’s results of operations, financial position, and cash flows.



ARVANA INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine months Ended September 30, 2009 and 2008
(expressed in US dollars)
(Unaudited)

3. Equipment

At September 30, 2009:                  
          Accumulated     Net  
    Cost     Amortization     Book Value  
Equipment $  1,502   $  1,324   $  178  
                   
At December 31, 2008                  
          Accumulated     Net  
    Cost     Amortization     Book Value  
Equipment $  1,502   $  1,099   $  403  

4. Related Parties and Loans Payable

On February 20, 2007, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of 150,000 Euros ($219,450 USD). Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $33,206 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On June 1, 2007, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $35,000 CAD ($32,690 USD). Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $4,164 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On November 6, 2007, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of 75,000 Euros ($109,725 USD). Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $12,331 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On March 26, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $50,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $4,548 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On March 26, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $5,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $455 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On March 31, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $50,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $4,508 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On April 7, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $50,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $4,450 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On April 9, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $45,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $3,990 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On June 26, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $3,000 CAD ($2,802 USD). Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $192 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On July 4, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $10,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $744 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.



ARVANA INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine months Ended September 30, 2009 and 2008
(expressed in US dollars)
(Unaudited)

4. Related Parties and Loans Payable con’t

On July 10, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $2,500 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $185 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On August 12, 2008, the Company received an unsecured, non-interest bearing loan from an unrelated party in the amount of $6,300 CAD. The Company repaid $2,000 CAD of this loan on October 16, 2008 and paid the remaining balance of $4,300 CAD on May 21, 2009.

On September 12, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $5,000 CAD ($4,670 USD). Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $268 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On October 16, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $2,000 CAD ($1,868 USD). Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $99 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On October 21, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $5,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $284 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On November 13, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $3,500 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $187 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On April 24, 2009, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $25,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $650 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On May 8, 2009, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $40,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $948 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

On May 20, 2009, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $60,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued interest of $1,306 has been recorded in accounts payable and accrued liabilities for the period ended September 30, 2009.

At September 30, 2009, the Company had amounts due to related parties in the amount of $197,262 (December 31, 2008 - $196,482). This amount includes $136,100 (December 31, 2008 - $136,100) payable to three directors 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.

For the nine month period ended September 30, 2009, $56,175 (September 30, 2008 $73,781) was incurred in general and administrative expenses by the Company for services rendered by the current Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company. At September 30, 2009, $2,335 (December 31, 2008 $6,979) was owed to the current Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company. At September 30, 2009, $18,680 (December 31, 2008 $16,420) was owed to the former Chief Financial Officer and Corporate Secretary and $26,152 (December 31, 2008 $22,988) was owed to the former President / Chief Executive Officer. The Corporate Secretary of Arvana Networks Inc. was owed $13,995 at September 30, 2009 (December 31, 2008 $13,995). The amounts owing bear no interest, are unsecured, and have no fixed terms of repayment.



ARVANA INC. AND SUBSIDIARIES
(A development stage company)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Nine months Ended September 30, 2009 and 2008
(expressed in US dollars)
(Unaudited)

5. Common Stock

(a) During the year ended December 31, 2007, 3,541,700 shares were to be returned to the Company and cancelled as part of the Brulex Settlement Agreement entered into on December 7, 2007. These shares had not yet been cancelled at September 30, 2009 and have been recorded as treasury stock at a value of $283,336 until they are cancelled.

(b) The Company accounts for all stock-based payments to employees and non-employees under SFAS No.123R, “Accounting for Stock-Based Compensation,” using the fair value based method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date.

(c) The Company has a stock option plan in place under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option equals the market price of the Company's stock as calculated on the date of grant. The options can be granted for a maximum term of 10 years. On June 5, 2006, the Company granted 1,600,000 stock options to its directors and employees. Each option is exercisable into one common share until December 31, 2009 at an exercise price of $1.25. The options were valued at $1,424,000 using the Black-Scholes model, and have been expensed over the vesting period of the options. The weighted average fair value of options granted during 2006 was $0.89.

As at September 30, 2009, the following incentive stock options are outstanding:

Number Exercise  
of options Price Expiry Date
     
1,600,000 $ 1.25 December 31, 2009

Stock option transactions and the number of share options outstanding are summarized as follows:

          Weighted  
          Average  
    Number     Exercise  
    of Options     Price  
             
Balance, December 31, 2008   1,600,000   $  1.25  
           Options granted   -     -  
           Options expired   -     -  
           Options exercised   -     -  
Balance, September 30, 2009   1,600,000   $  1.25  
             
Number of options currently exercisable   1,600,000   $  1.25  

6. Segmented Information

The Company has no reportable segments. All of the Company’s equipment at September 30, 2009, and December 31, 2008, was located in North America.

7. Subsequent Events

None as of November 13, 2009.


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

In this Quarterly Report:

(i)

references to “we”, “us”, “our”, or the “Company” refer to Arvana Inc. and our wholly-owned subsidiaries, namely:

     
  •  
  • Arvana Networks Inc. which wholly owns Arvana Participações (“Arvana Par”), a company which wholly owns Arvana Comunicações do Brazil S.A. (“Arvana Com”); and

         
    (ii)

    all dollar amounts are expressed in United States dollars, unless otherwise indicated.

    You should read the following discussion and analysis of our financial condition, results of operations and plan of operations together with the interim consolidated financial statements and notes to the interim consolidated financial statements included in this Quarterly Report, as well as our most recent annual report Form 10-K for the year ended December 31, 2008 and current reports on Form 8-K.

    Forward-Looking Statements

    The information in this Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. 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 SEC. 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

    Until the end of 2007 our business operations were focused on the telecommunications industry. In December 2007 we decided to exit the telecommunications industry and disposed of our German subsidiary Hallotel. We are currently in the process of evaluating other industries and business opportunities in order to determine the focus of our future business opportunities. There can be no guarantee 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 Operations

    We exited the telecommunications industry at the end of 2007 and our present plan of operations for the next twelve months is to identify and evaluate industries and business opportunities in order to find a suitable business to enter into.

    We will not be able to pursue any new business opportunities without additional financing. Our board of directors and management are actively pursuing obtaining financing in order to maintain operations while we evaluate potential businesses.

    In order to maintain operations while we evaluate new businesses we anticipate that we will need additional funding of approximately $50,000 during 2009. We had cash in the amount of $5,489 and a working capital deficit of $1,479,178 as at September 30, 2009. If we are successful in identifying a new business opportunity we will require funding in order to pursue that opportunity. The amount of funding required will depend on the opportunity and is not determinable at this time.

    Other than small advances from shareholders, we believe that debt financing will not be an alternative for funding additional phases of our business development as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to obtain sufficient funding from the sale of our common stock to fund our plan of operations. In addition, in order to obtain equity financing it may be necessary for us to consider a capital restructuring, which may or may not include a common stock reverse split. The board is currently considering all avenues available to obtain financing.


    Accordingly, we will require continued financial support from our shareholders and creditors until we are able to generate sufficient cash flow from operations on a sustained basis. There is substantial doubt that we will be successful at achieving these results.

    Critical Accounting Policies

    Critical accounting policies are those that management believes are both most important to the portrayal of the Company’s financial condition and results of operations and that require difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that involve uncertainty.

    We believe that the “critical” accounting policies that we use in the preparation of our financial statements are as follows:

    a) 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.

    b) Foreign currency translation and transactions

    Our functional currency is the United States dollar.

    The Company uses the temporal method when translating the Brazilian subsidiary operations. Long-term assets and liabilities denominated in a foreign currency are translated into US dollars at the exchange rate in effect on the transaction date. Revenue and expenses are translated at the average rates of exchange prevailing during the periods.

    The Company used the current rate method when translating its former German subsidiary operations Hallotel. All assets and liabilities denominated in a foreign currency are translated into US dollars at the exchange rate in effect on the balance sheet date. Revenue and expenses are translated at the average rates of exchange prevailing during the periods. The cumulative effects of these translation adjustments are presented as a component of comprehensive income.

    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.

    c) Impairment of long-lived assets and long-lived assets to be disposed of:

    Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell. We have reviewed our long-lived assets and have determined that no impairment charges were necessary for the period ended September 30, 2009.

    d) Stock-based compensation

    The Company accounts for all stock-based payments to employees and non-employees under SFAS No.123R, “Accounting for Stock-Based Compensation,” using the fair value based method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. We granted stock options in June 2006 and have recorded an expense of $1,424,000 in stock-based compensation expense over the vesting period of the options.


    Presentation of Financial Information

    Our financial statements for the quarter ended September 30, 2009 include the accounts of:

    • Arvana Networks;
    • Arvana Par;
    • Arvana Com; and
    • BCH Beheer up to the disposal date of December 30, 2008;

    The accounts of BCH Beheer are included in our statements of operations and statements of cash flows from August 23, 2006, being the date of closing of our acquisition of BCH Beheer, through December 30, 2008. Our results of operations presented below do not include the results of operations of BCH Beheer after December 30, 2008.

    Results of Operations

    Our operations for the nine months ended September 30, 2009 and 2008 are summarized below. The results of operations for the nine months ended September 30, 2008 include our former wholly owned subsidiary BCH Beheer.




    Three months
    ended
    September 30,
    2009
    Three months
    ended
    September 30,
    2008
    Nine months
    ended
    September 30,
    2009
    Nine months
    ended
    September 30,
    2008
    Revenues $0 $0 $0 $0
    Costs of Sales $0 $0 $0 $0
    Gross profit $0 $0 $0 $0
    Operating Expenses:        
               Selling and promotion $0 $0 $0 $0
               General and administration $47,551 $47,686 $120,549 $206,078
               Depreciation $75 $75 $225 $225
               Foreign exchange (gain) loss $43,410 ($77,927) $60,895 ($28,097)
    Other Items:        
               Stock based compensation $0 $33,200 $0 $364,000
    Comprehensive Loss for the Period $91,036 $3,034 $181,669 $542,206

    Revenues

    All of our past revenues are attributable to the services provided by our former subsidiary, Hallotel, up to the disposal date of December 7, 2007. We did not generate any revenues during the period prior to our acquisition of Hallotel or during the period after our disposal of Hallotel and did not generate any revenues outside of our former Hallotel business. We presently do not earn revenues and will not earn revenues until we enter into another business, and there can be no assurance that we will earn revenues at that time.

    Cost of Sales

    All of our costs of sales are attributable to costs of sales incurred by our former Hallotel business in connection with providing its services. We currently do not incur costs of sales.

    Gross Profits

    All of our gross profits were attributable to our former Hallotel business. We currently do not generate gross profits.

    Sales and Promotion Expenses

    Sales and promotion expenses consisted primarily of commissions paid to third parties in connection with our former Hallotel business. We currently do not incur sales and promotion expenses.


    Administration Expenses

    Administrative expenses are comprised of costs associated with management compensation, office overhead including rent, legal fees, and consulting services. The decrease in our administrative expenses for the three and nine months ended September 30, 2009 compared to the three and nine months ended September 30, 2008 is due to the disposal of BCH Beheer, which had generated additional general and administrative expenses.

    Stock-based Compensation

    In June 2006, we awarded 1,600,000 stock options to a number of directors, management and consultants. The stock options have an exercise price of $1.25 per share which was the current market value of the shares at the time. As a result of this program, we have recorded an expense of $1,424,000 in stock-based compensation expense over the vesting period of the options. The Company recorded an expense of $33,200 and $364,000 for the three and nine months ended September 30, 2008, respectively. As these stock options have been fully expensed as of December 31, 2008, the Company has not recorded any stock-based compensations expense for the three and nine months ended September 30, 2009.

    Net Loss for the Period

    We incurred a net loss for the three and nine months ended September 30, 2009 of $91,036 and $181,669 compared with a net loss of $3,034 and $542,206 for the three and nine months ended September 30, 2008. Future quarterly net losses are expected to be comparable to the current quarter until such time as a new business is entered into, net losses if any due to any new business cannot be estimated at this time.

    Liquidity and Capital Resources

    As at September 30, 2009, we had cash of $5,489 and a working capital deficit of $1,479,178. This compares to cash of $738 and working capital deficit of $1,297,734 as at December 31, 2008.

    Cash Used in Operating Activities

    We used cash in operations in the amount of $116,471 during the nine months ended September 30, 2009, as compared to $193,324 during the nine months ended September 30, 2008. Cash used in operations during the nine months ended September 30, 2009 was attributable primarily to payments for administration expenses.

    Cash Used in Investing Activities

    We did not use cash in investing activities during the nine months ended September 30, 2009 or the nine months ended September 30, 2008.

    Cash Flows from Financing Activities

    The Company obtained $125,000 from unsecured loans bearing 6% interest per annum and made a loan repayment in the amount of $3,778 during the nine months ended September 30, 2009. In the nine months ended September 30, 2008 the Company obtained $224,649 from unsecured loans bearing 6% interest per annum.

    Going Concern

    For the nine months ended September 30, 2009, the Company incurred a loss from operations of $181,669. At September 30, 2009, the Company had a working capital deficiency of $1,479,178. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operations. Our auditors stated in their report on our December 31, 2008 audited financial statements that they have substantial doubt we will be able to continue as a going concern.

    Future Financings

    We anticipate continuing to rely on 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.


    Off-Balance Sheet Arrangements

    We have no 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.


    Item 4T. Controls and Procedures

    Disclosure Controls and Procedures

    We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2009 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.

    Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.

    Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2009 fairly present our financial condition, results of operations and cash flows in all material respects.

    Management's Annual Report on Internal Control over Financial Reporting

    Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

    Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.

    Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.

    A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

    Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.

    Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:

    Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.

    Insufficient Number of Directors to form a Functioning Audit Committee: We only had two directors on our Board of Directors until August 17, 2009 and while they were both outside directors this is not considered sufficient to have a functioning audit committee, resulting in ineffective oversight in the establishment and monitoring of required internal controls and procedures. On August 17, 2009 we appointed two new directors, both of whom are outside directors, and on September 30, 2009 one director resigned. We currently have three outside directors which are forming a functioning audit committee.

    Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel.


    Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

    Changes in internal control over financial reporting

    As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the period ended September 30, 2009 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.

    Limitations on the effectiveness of controls and procedures

    Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.


    PART II

    Item 1. Legal Proceedings.

    We currently are not a party to any material legal proceedings and to our knowledge, no such proceedings are threatened or contemplated.

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

    We did not complete any sales of securities without registration under the Securities Act of 1933 during the nine month period ended September 30, 2009.

    Item 3. Defaults Upon Senior Securities

    None.

    Item 4. Submission of Matters to a Vote of Security Holders

    No matters were submitted to a vote of our security holders during the nine month period ended September 30, 2009.

    Item 5. Other Information

    None.

    Item 6. Exhibits

    The following exhibits are included with this Quarterly Report on Form 10-Q:

    Arvana Inc. - Form 10-Q

    Exhibit
    Number

    Description of Exhibit
    3.1

    Articles of Incorporation(1)

    3.2

    Bylaws, as amended(1)

    10.1

    Agreement and Plan of Reorganization between the Company, Arvana Networks, Inc. and the Shareholders of Arvana Networks, Inc. dated August 18, 2005(2)

    10.2

    Investment Agreement dated October 6, 2005 between the Company, Arvana Networks, Inc., Arvana Participações S.A., Gloinfo 500 Soluções EM Telemática Ltda. and Paulo Messina (3)

    10.3

    Amendment to Investment Agreement signed October 6, 2005 and dated October 4, 2005 between the Company, Arvana Networks, Inc., Arvana Participações S.A., Gloinfo 500 Soluções EM Telemática Ltda. and Paulo Messina(3)

    10.4

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

    10.5

    Share Purchase Agreement dated August 9, 2006 among Brulex-Consultadoria Economica E Marketing Ltda, Turinco Inc. and Hallotel Deutschland GmbH (6)

    10.6

    Termination Agreement between Arvana Inc., Gloinfo 500 Soluções EM Telemática Ltda., Paulo Santos Messina and Lucia Sangiacomo Messina, Arvana Participações S.A., Arvana Comunicações do Brasil S. A. and Arvana Networks Inc. dated October 31, 2006. (7)

    10.7

    Regulation D Debt Conversion Agreement between Arvana Inc, Arvana Networks Inc, and IPH Horizon LLC, dated March 28, 2007(8)

    10.8

    Settlement and Share Purchase Agreement between Arvana Inc, Hallotel Deutschland GMBH, BCH Beheer B.V., and Teyfik Oezcan, dated December 7, 2007. (10)

    10.9

    Settlement and Share Repurchase Agreement between Arvana Inc and Brulex-Consultadoria Economica E Marketing Ltda, dated December 7, 2007. (10)

    10.10

    Sale and Purchase Agreement of BCH Beheer B.V between Arvana Inc and Nazleal S.A dated December 30, 2008. (11)

    14.1

    Code of Ethics (4)

    16.1

    Change in Registrant’s Certifying Accountant, dated May 8, 2007(9)





    (1)

    Previously filed with the SEC as an exhibit to the Company’s registration statement on Form 10-SB filed with the SEC on May 24, 2000.

       
    (2)

    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2005.

       
    (3)

    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 14, 2005.

       
    (4)

    Previously filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-KSB filed with the SEC on March 31, 2006.

       
    (5)

    Previously filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 8-K filed with the SEC on June 7, 2006.

       
    (6)

    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2006.

       
    (7)

    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on August 15, 2006.

       
    (8)

    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 4, 2007.

       
    (9)

    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on May 8, 2007.

       
    (10)

    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on December 7, 2007.

       
    (11)

    Previously filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on May 1, 2009.

       
    (12)

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



    SIGNATURES

    In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

    ARVANA INC.

    By: /s/ Wayne Smith  
      Wayne Smith,  
      Chief Executive Officer and Chief Financial Officer  

    Date:    November 13, 2009