UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

þ     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2012.

o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

_to

.

Commission file number: 0-30695

ARVANA, INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0618509

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

90 Madison Street, Suite 701, Denver, Colorado 80206

(Address of principal executive offices)    (Zip Code)

Registrant’s telephone number, including area code: (303) 329-3008

Securities registered under Section 12(b) of the Act: none.

Securities registered under Section 12(g) of the Act: common stock (title of class), $0.0001 par value.

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

Yes o No þ

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

Yes o No þ

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 o

Indicate  by  check  mark  whether  the  registrant  has  submitted  electronically  and  posted  on  its  corporate  Web  site,  if  any,  every

Interactive  Data  File  required  to  be  submitted  and  posted  pursuant  to  Rule  405  of  Regulation  S-T  (§  232.405  of  this  chapter)

during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes þ No o

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not

contained  herein,  and  will  not  be  contained,  to  the  best  of  registrant’s  knowledge,  in  definitive  proxy  or  information  statements

incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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. Smaller reporting company þ

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

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  $139,280  based  on  the  average of  the bid  and  ask price ($0.16)  for the common  stock  on  April  1,

2013.

At  April  1,  2013,  the  number  of  shares  outstanding  of  the  registrant’s  common  stock,  $0.001  par  value  (the  only  class  of  voting

stock), was 885,130.

1

TABLE OF CONTENTS

PART I

Item1.

Business

3

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

6

Item 2.

Properties

6

Item 3.

Legal Proceedings

7

Item 4.

(Removed and Reserved)

7

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of

8

Equity Securities

Item 6.

Selected Financial Data

10

Item 7.

Management's Discussion and Analysis of Financial Condition and Results of  Operations

10

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

15

Item 8.

Financial Statements and Supplementary Data

15

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

16

Item 9A.

Controls and Procedures

16

Item 9B.

Other Information

18

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

19

Item 11.

Executive Compensation

23

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

25

Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

26

Item 14.

Principal Accountant Fees and Services

27

PART IV

Item 15.

Exhibits, Financial Statement Schedules

28

Signatures

29

2

PART I

ITEM 1

BUSINESS

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

its predecessor, unless context indicates otherwise.

FORWARD-LOOKING STATEMENTS

The information in this Annual Report on Form 10-K contains forward-looking statements. These

forward-looking statements involve risks and uncertainties, including statements regarding our capital

needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties

regarding our planned business, availability of funds, government regulations, common share prices,

operating costs, capital costs, our ability to deploy our planned business and generate revenues and other

factors. Any statements contained herein that are not statements of historical facts may be deemed to be

forward-looking statements. In some cases, you can identify forward-looking statements by terminology

such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",

"potential" or "continue", the negative of such terms or other comparable terminology. These statements

are based on certain assumptions and analyses made by our management in light of its experience and its

perception of historical trends, current conditions and expected future developments as well as other

factors they believe are appropriate in the circumstances. Actual events or results may differ materially. In

evaluating these statements, you should consider various factors, including the risks outlined below, and,

from time to time, in other reports we file with the 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

The Company was incorporated in State of Nevada on June 16, 1977 as “Turinco, Inc.” to engage in any

legal undertaking. On July 24, 2006, the shareholders approved a change of the Company’s name from

“Turinco, Inc.” to Arvana, Inc to reflect the acquisition of Arvana Networks, Inc and the decision to

operate a telecommunications business. We discontinued efforts related to our telecommunications

business as of December 31, 2009 and as of January 1, 2010 reentered the development stage. We have

since been in the process of seeking out other business opportunities.

Our office is located at 90 Madison Street, Suite 701, Denver, Colorado 80206, and our telephone number

is (303) 329-3008. Our registered agent is Gateway Enterprises, Inc. 3230 East Flamingo Road, Las

Vegas, Nevada 89121.

The Company currently trades on the OTC Markets Group, Inc. over the counter market platform under

the symbol “AVNI.”

The Company

Our present intent is to identify and evaluate industries and business opportunities that might prove to be

a good match for the Company. We will not be able to develop any identified business opportunities

without additional financing. Our board of directors and management are actively pursuing financing in

order to maintain operations while we evaluate potential businesses.

3

Selection of a Business

We will not restrict our consideration to any particular business or industry segment, and might consider,

among others, finance, brokerage, insurance, transportation, communications, research and development,

biotechnology, service, natural resources, manufacturing or high-technology. Management recognizes

that the Company’s inadequate financial resources limit the scope and number of suitable business

venture candidates that might otherwise be available.

The decision to participate in a specific business opportunity will be made upon management’s analysis

of the quality of the other firm’s management and personnel, the anticipated acceptability of new products

or marketing concepts, the merit of technological changes and numerous other factors which are difficult,

if not impossible, to analyze through the application of any objective criteria. In many instances, it is

anticipated that the historical operations of a specific venture may not necessarily be indicative of the

potential for the future because of the necessity to substantially shift a marketing approach, expand

operations, change product emphasis, change or substantially augment management, or make other

changes. We will to some extent be dependent upon the management of a business opportunity to identify

such problems and to implement, or be primarily responsible for the implementation of, required changes.

We will not acquire or merge with any company for which audited financial statements could not be

obtained. Nonetheless, it may be anticipated that any opportunity in which we determine to participate

would present certain risks to our shareholders. Risks might include the track record of management’s

effectiveness, failures to establish a consistent market for products or services, development stage, or to

realize profits. Many more of these risks may not be adequately identified prior to the selection of a

specific opportunity, and our shareholders must, therefore, depend on the ability of management to

identify and evaluate such risks as such become evident.

Acquisition of Business

We intend to become a party to a merger, consolidation, reorganization, joint venture, franchise or

licensing agreement with another corporation or entity. The Company may also purchase stock or assets

of an existing business. On the consummation of a transaction, it is possible that our present management

and shareholders would not be in control of the Company. In addition, our sole officer and directors may,

as part of the terms of any transaction, resign and be replaced by new officers and directors without a vote

of the Company’s shareholders.

The Company anticipates that any securities issued in any reorganization would be issued in reliance on

exemptions from registration under applicable federal and state securities laws. In some circumstances,

however, as a negotiated element of any transaction, the Company might agree to register securities either

at the time the transaction is consummated, under certain conditions, or at a specified time thereafter. The

issuance of substantial additional securities and their potential sale into any trading market would likely

have a depressive effect on our stock price.

While the actual terms of a transaction to which the Company may be a party cannot be predicted, it may

be expected that the parties to the business transaction would find it desirable to avoid the creation of a

taxable event and thereby structure the acquisition in a so called “tax-free” reorganization under Section

368(a)(1) of the Internal Revenue Code of 1986, as amended (the “Code”). In order to obtain tax-free

treatment under the Code, it may be necessary for the owners of the acquired business to own 80% or

more of the voting stock of the surviving entity. In such event, the shareholders of the Company would

retain less than 20% of the issued and outstanding shares of the surviving entity, which could result in

significant dilution in the equity of such shareholders.

4

In the event a merger or acquisition were to occur, our shareholders would in all likelihood hold a lesser

percentage ownership interest in the Company following any merger or acquisition. The percentage

ownership might be subject to significant reduction in the event we acquire a target company with

substantial assets. Any merger or acquisition effected by the Company can be expected to have a

significant substantial dilutive effect on the percentage of shares held by the Company’s then

shareholders.

Operation of Business after Acquisition

The Company's operation following a merger with or acquisition of a business would be dependent on the

nature of the business and the interest acquired. We are unable to determine at this time whether the

Company would be in control of the business or whether present management would be in control of the

Company following the acquisition. We could expect that any future business would present various

challenges that cannot be predicted at the present time.

Competition

Whatever the business opportunity is that we do ultimately acquire or develop, we are almost certain to be

involved in intense competition with other business entities, many of which will have a competitive edge

over us by virtue of their stronger financial resources and prior business experience.

Employees

The Company is a development stage company and currently has two employees. Zahir Dhanani, our

chief executive officer and a director and Arnold Tinter, our chief financial officer and a director, manage

the Company.  The Company looks to Mr. Dhanani and Mr. Tinter for their entrepreneurial skills and

talents.  Management uses consultants, attorneys and accountants as necessary and does not plan to

engage any full-time employees in the near future.

Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts

The Company currently operates under and holds no patents, trademarks, licenses, franchises,

concessions, or royalty agreements. We are not subject to any labor contracts.

Governmental and Environmental Regulation

General

The Company cannot at this time anticipate the government regulations, if any, to which the Company

may be subject following a merger or acquisition. However, we can be certain that the conduct of any

business subjects us to environmental, public health and safety, land use, trade, or other governmental

regulations and state or local taxation. In selecting a business in which to acquire an interest, management

would endeavor to ascertain the effects of such government regulation on a prospective business

opportunity. In certain circumstances, however, such as the acquisition of an interest in a new or start-up

business activity, it may not be possible to predict with any degree of accuracy the impact of government

regulation.

The Company believes that it is currently in compliance in all material respects with all laws, rules,

regulations and requirements that affect its business. Further, we believe that compliance with such

applicable laws, rules, regulations and requirements does not impose a material impediment on our ability

to conduct business.

5

Climate Change Legislation and Greenhouse Gas Regulation

Many studies over the past couple of decades have indicated that emissions of certain gases contribute to

warming of the Earth’s atmosphere. In response to these studies, many nations have agreed to limit

emissions of “greenhouse gases” or “GHGs” pursuant to the United Nations Framework Convention on

Climate Change, and the “Kyoto Protocol.”

Although the United States is not participating in the Kyoto Protocol, several states have adopted

legislation and regulations to reduce emissions of greenhouse gases. Additionally, the United States

Supreme Court has ruled, in Massachusetts, et al. v. EPA, that the EPA abused its discretion under the

Clean Air Act by refusing to regulate carbon dioxide emissions from mobile sources. As a result of the

Supreme Court decision the EPA issued a finding that serves as the foundation under the Clean Air Act to

issue other rules that would result in federal greenhouse gas regulations and emissions limits under the

Clean Air Act, even without Congressional action. Finally, acts of Congress, particularly those such as the

“American Clean Energy and Security Act of 2009” approved by the United States House of

Representatives, as well as the decisions of lower courts, large numbers of states, and foreign

governments could widely affect climate change regulation. Greenhouse gas legislation and regulation

could have a material adverse effect on our business, financial condition, and results of operations.

Research and Development

During the years ended December 31, 2012 and 2011, the Company spent no amounts on research and

development activities.

Reports to Security Holders

The Company’s annual report contains audited financial statements. We are not required to deliver an

annual report to security holders and will not automatically deliver a copy of the annual report to our

security holders unless a request is made for such delivery. We file all of our required reports and other

information with the Securities and Exchange Commission (the “Commission”). The public may read and

copy any materials that are filed by the Company with the Commission at the Commission’s Public

Reference Room at 100 F Street, N.E., Washington, D.C. 20549. The public may obtain information on

the operation of the Public Reference Room by calling the Commission at 1-800-SEC-0330. The

statements and forms filed by us with the Commission have also been filed electronically and are

available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and

information statements, and other information regarding issuers that file electronically with the

Commission. The Internet address for this site can be found at http://www.sec.gov.

ITEM 1A.

RISK FACTORS

Not required for smaller reporting companies.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

Not required for smaller reporting companies.

ITEM 2.

PROPERTIES

The Company maintains its offices at 90 Madison Street, Suite 701, Denver, Colorado 80206. We pay no

rent for the use of this office. We do not believe that we will need to maintain a larger office at any time

in the foreseeable future in order to carry out its operations.

6

ITEM 3.

LEGAL PROCEEDINGS

We currently are not a party to any material legal proceedings and to our knowledge no such proceedings

are threatened or contemplated.

ITEM 4.

(REMOVED AND RESERVED)

Removed and reserved.

7

PART II

ITEM 5.

MARKET FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS,

AND ISSUER PURCHASES OF EQUITY SECURITIES

Market Information

Our common shares are quoted on the OTCQB under the symbol “AVNI”, a service maintained by the

OTC Market Group, Inc. Trading in the common stock in the over-the-counter market has been limited

and sporadic and the quotations set forth below are not necessarily indicative of actual market conditions.

The following table indicates the high and low bid prices of our common shares during the periods

indicated:

QUARTER

HIGH BID

LOW BID

ENDED

December 31, 2012

$

0.16

$

0.16

September 30, 2012

$

0.30

$

0.15

June 30, 2012

$

0.25

$

0.15

March 31, 2012

$

0.37

$

0.15

December 31, 2011

$

0.30

$

0.15

September 30, 2011

$

0.20

$

0.20

June 30, 2011

$

0.49

$

0.22

March 31, 2011

$

0.52

$

0.22

The market quotations provided reflect inter-dealer prices, without retail mark-up, markdown or

commission and may not represent actual transactions.

Capital Stock

The following is a summary of the material terms of the Company’s capital stock. This summary is

subject to and qualified by our articles of incorporation and bylaws.

Common Stock

As of April 1, 2013 there were 55 shareholders of record holding a total of 885,130 shares of fully paid

and non-assessable common stock of the 5,000,000 shares of common stock, par value $0.001,

authorized. The board of directors believes that the number of beneficial owners is substantially greater

than the number of record holders because a portion of our outstanding common stock is held in broker

“street names” for the benefit of individual investors. The holders of the common stock are entitled to one

vote for each share held of record on all matters submitted to a vote of stockholders. Holders of the

common stock have no preemptive rights and no right to convert their common stock into any other

securities. There are no redemption or sinking fund provisions applicable to the common stock.

Warrants

As of April 1, 2013 the Company had no outstanding warrants to purchase shares of our common stock.

8

Stock Options

As of April 1, 2013 the Company had no outstanding stock options to purchase shares of our common

stock.

Convertible Securities

As of April 1, 2013 the Company had no outstanding stock options to purchase shares of our common

stock.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company has not authorized any securities for issuance under any equity compensation plan.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

The Company has not repurchased any shares of its common stock during the year ended December 31,

2012 or since that date through April 1, 2013.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

The Company has not repurchased any shares of its common stock during the year ended December 31,

2012 or since that date through April 1, 2013.

Dividends

The Company has not declared any cash dividends since inception and does not anticipate paying any

dividends in the near future. The payment of dividends is within the discretion of the board of directors

and will depend on our earnings, capital requirements, financial condition, and other relevant factors.

There are no restrictions that currently limit the Company's ability to pay dividends on its common stock

other than those generally imposed by applicable state law.

Recent Sales of Unregistered Securities

During the quarter ended December 31, 2012, there were no sales of securities.

Trading Information

The Company’s common stock is currently approved for quotation under the symbol “AVNI”. The

information for our transfer agent is as follows:

Interwest Transfer Company

1981 E. Murray-Holladay Road

Holladay, Utah 84117–5164

(801) 272-9294.

9

Section 15(g) of the Securities Exchange Act of 1934

Our Company’s shares are covered by Section 15(g) of the Securities Exchange Act of 1934, as amended

that imposes additional sales practice requirements on broker/dealers who sell such securities to persons

other than established customers and accredited investors (generally institutions with assets in excess of

$5,000,000 or individuals with net worth in excess of $1,000,000 or annual income exceeding $200,000

or $300,000 jointly with their spouses). For transactions covered by the Rule, the broker/dealer must

make a special suitability determination for the purchase and have received the purchaser’s written

agreement to the transaction prior to the sale. Consequently, the Rule may affect the ability of

broker/dealers to sell our securities and also may affect your ability to sell your shares in the secondary

market.

Section 15(g) also imposes additional sales practice requirements on broker/dealers who sell penny

securities. These rules require a one page summary of certain essential items. The items include the risk

of investing in penny stocks in both public offerings and secondary marketing; terms important to in

understanding of the function of the penny stock market, such as “bid” and “offer” quotes, a dealers

“spread” and broker/dealer compensation; the broker/dealer compensation, the broker/dealers duties to its

customers, including the disclosures required by any other penny stock disclosure rules; the customers

rights and remedies in causes of fraud in penny stock transactions; and, the NASD’s toll free telephone

number and the central number of the North American Administrators Association, for information on the

disciplinary history of broker/dealers and their associated persons.

The application of the penny stock rules may affect your ability to resell your shares.

ITEM  6.

SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

ITEM  7.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL

CONDITION AND RESULTS OF OPERATIONS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other

parts of this annual report contain forward-looking statements that involve risks and uncertainties.

Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,”

“plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future

performance and our actual results may differ significantly from the results discussed in the forward-

looking statements. Factors that might cause such differences include but are not limited to those

discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future

Results and Financial Condition below. The following discussion should be read in conjunction with our

financial statements and notes thereto included in this report. Our fiscal year end is December 31.

Discussion and Analysis

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

business opportunity. We will require a minimum of $50,000 in funding over the next 12 months to

maintain current operations and seek out a suitable business opportunity. Should we identify a new

opportunity within this time frame, for acquisition or development, the Company will most likely need

additional funding to complete any given transaction. The amount of funding required will depend on the

opportunity and is not determinable at this time.

10

We anticipate that the required prospective funding will be in the form of equity financing from the sale

of our common stock since we have no assets with which to secure debt financing other than that

procured in small unsecured advances from shareholders. However, the Company does not have any

financing arranged and cannot provide any assurance that it will be able to realize sufficient funding from

the sale of our common stock to maintain operations. Management is currently considering all avenues

available to obtain the financing required to maintain operations while seeking out a suitable business

opportunity.

Accordingly, we will require continued financial support from our shareholders and creditors until we are

able to generate sufficient cash flow from operations to maintain operations on a sustained basis. There is

substantial doubt that we will be successful at achieving these results.

Results of Operations

During the year ended December 31, 2012, the Company (i) sought out prospective business

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

Our operations for the years ended December 31, 2012 and 2011 are summarized below.

2012

2011

Operating Expenses:

General and Administration

$

257,539

$

300,764

Depreciation

$

-

$

-

Loss from operations

$

257,539

$

300,764

Interest expense

$

47,986

$

45,951

Foreign exchange (gain) loss

$

20,171

$

(35,266)

Comprehensive Loss for the Period

$

325,696

$

311,449

Comprehensive Losses for the Periods Presented

For the period from January 1, 2010, to December 31, 2011, the Company recorded a net loss of

$763,573. We realized a comprehensive loss for the year ended December 31, 2012 of $325,696

compared with a comprehensive loss of $311,449 for the year ended December 31, 2011. Our

comprehensive losses rose due to a significant increase in unrealized foreign exchange loss in the period

ended December 31, 2012 of $20,171 as compared to an unrealized foreign exchange gain of $35,266 in

the period ended December 31, 2011 due to the relative increase in the value of the Canadian currency

used to pay liabilities accrued in foreign currencies.

We did not generate revenue during this period and expect to continue to incur losses though expenses

over the next twelve months are expected to be comparable to the current year or until such time as a new

business opportunity is concluded.

11

Capital Expenditures

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

December 31, 2012.

Income Tax Expense (Benefit)

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

start up costs that will offset any future operating profit.

Impact of Inflation

The Company believes that inflation has had a negligible effect on operations over the past three years

Liquidity and Capital Resources

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

liquidity, capital resources, and stockholders’ deficit. The Company had current and total assets of $1,254

as of December 31, 2012, consisting solely of cash and a working capital deficit of $2,304,827 as

compared to current and total assets of $1,734, consisting solely of cash and a working capital deficit of

$1,979,131 as of December 31, 2011. Net stockholders' deficit in the Company was $2,304,827 at

December 31, 2012 as compared to a net stockholder’s deficit in the Company of $1,979,131 at

December 31, 2011.

Cash Used in Operating Activities

Cash flow used in operating activities was $122,248 for the period from January 1, 2010, to December 31,

2012. Cash flow used in operating activities for the twelve month period ended December 31, 2012 was

$38,720 as compared to $49,755 for the twelve month period ended December 31, 2011. The change in

cash flows used in operating activities over the current period can be attributed to the increase in net loss

in the current twelve month period due primarily to increases in administrative expenses. Our cumulative

cash flow used in operating activities was used on accounting, administration, consulting, legal expenses

and filing fees. We expect to continue to use cash flow in operating activities over the next twelve months

or until such time as the Company can generate sufficient revenue to transition away from net losses from

operations.

Cash Used in Investing Activities

Cash flow used in investing activities was $0 for the period from January 1, 2010, to December 31, 2012.

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.

12

Cash Flows from Financing Activities

Cash flow provided from financing activities was $122,968 for the period from January 1, 2010, to

December 31, 2012.  Cash flow provided by financing activities for the twelve months ended December

31, 2012 decreased to $38,240 as compared to $49,415 for the twelve months ended December 31, 2011.

The decrease in cash flow provided from financing activities over the comparative twelve month periods

can be attributed to the decreased procurement of unsecured shareholder loans bearing interest at 6% per

annum.  We expect to continue to use cash flow provided by financing activities to raise additional funds

to maintain operations and seek out suitable business opportunities.

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

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

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

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

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

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

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

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

for suitable business opportunities.

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

The Company had no lines of credit or other bank financing arrangements as of December 31, 2012.

The Company had no commitments for future capital expenditures that were material at December 31,

2012.

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Off-Balance Sheet Arrangements

As of December 31, 2012, 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.

13

Critical Accounting Policies

In Note 2 to the audited financial statements for the years ended December 31, 2012 and 2011, 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 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 $23,468,995 and  negative  cash  flows from  operating

activities as of December 31, 2012.  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 additional capital to fund cash requirements for future operations;

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

     our ability to generate revenues from future operations;

     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.

14

Stock-Based Compensation

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

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

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

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

instruments.

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

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

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

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

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

provider of goods or services.

Recent Accounting Pronouncements

Please see Note 2 to our financial statements for a discussion of recent accounting pronouncements.

ITEM 7A.

QUANTITATIVE   AND   QUALITATIVE   DISCLOSURES   ABOUT   MARKET

RISK

Not required for smaller reporting companies

ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

Our audited financial statements for the year ended December 31, 2012, as set forth below, are included

with this Annual Report on Form 10-K. Our audited financial statements are prepared on the basis of

accounting principles generally accepted in the United States and are expressed in U.S. dollars.

PAGE

Auditors’ Report

F-1

Consolidated Balance Sheets, December 31, 2012 and 2011

F-2

Consolidated Statements of Operations for the years ended December 31, 2012 and 2011 and cumulative

F-3

amounts from the beginning of the development stage on January 1, 2010 to December 31, 2012

Consolidated Statements of Cash Flows for the years ended December 31, 2012 and 2011 and cumulative

F-4

amounts from the beginning of the development stage on January 1, 2010 to December 31, 2012

Consolidated Statements of Changes in Stockholders’ Equity for the period from the beginning of the

F-5

development stage on January 1, 2010 to December 31, 2012

Notes to Consolidated Financial Statements

F-6

15

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders and the Board of Directors of

Arvana Inc. and subsidiaries

We have audited the accompanying consolidated balance sheets of Arvana Inc. as of December 31, 2012 and

2011  and the related consolidated statements of  operations and comprehensive loss, stockholders' deficiency

and  cash  flows  for  the  years  ended  December  31,  2012  and  2011  and  for  the  cumulative  amounts  from  the

beginning on the development stage on January 1, 2010 to December 31, 2012. The Company’s management

is responsible for these financial statements based on our audits.

We  conducted  our  audits  in  accordance  with  the  standards  of  the  Public  Company Accounting  Oversight

Board  (United  States).  Those  standards  require  that  we  plan  and  perform  the  audits  to  obtain  reasonable

assurance  about  whether  the  financial  statements  are  free  of  material  misstatement.  The  Company  is  not

required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.

Our audits included consideration of internal control over financial reporting as a basis for designing audit

procedures  that  are  appropriate  in  the  circumstances,  but  not  for  the  purpose  of  expressing  an  opinion  on

the  effectiveness  of  the  Company’s  internal  control  over  financial  reporting.  Accordingly,  we  express  no

such   opinion.   An   audit   includes   examining,   on   a   test   basis,   evidence   supporting  the   amounts   and

disclosures  in the  financial statements,  assessing the  accounting  principles  used  and  significant  estimates

made  by  management,  as  well  as  evaluating  the  overall  financial  statement  presentation.  We  believe

that  our audits provide a reasonable  basis for our opinion.

In our opinion, the consolidated financial  statements referred to above present  fairly, in all  material respects,

the financial position of the Company as of December 31, 2012 and 2011, and the results of its operations and its

cash flows for years then ended and for the period from the beginning of the development stage on January 1,

2010 to December 31, 2012 in conformity with accounting principles generally accepted in the United States

of America.

The  accompanying  financial  statements  have  been  prepared  assuming  that  the  Company  will  continue

as  a  going  concern.    As  discussed  in  Note  1  to  the  financial  statements,  the  Company  generated

negative  cash  flows  from  operating  activities  during  the  past  year.  The  Company  has  an  accumulated

deficit  of  $23,468,995  as  at  December  31,  2012.  This  raises  substantial  doubt  about  the  Company’s

ability  to  continue  as  a  going  concern.   The  financial  statements  do  not  include  any  adjustments  that

might result from the outcome of this uncertainty.

/s/ DAVIDSON & COMPANY”

“DAVIDSON  & COMPANY LLP”

Vancouver, Canada

Chartered Accountants

April 1, 2013

1

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Balance Sheets

(Expressed in US Dollars)

December 31,

December 31,

2012

2011

ASSETS

Current assets:

Cash

$

1,254

$

1,734

Total assets

$

1,254

$

1,734

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities

Accounts payable and accrued liabilities

$

1,017,344

$

695,550

Loans payable stockholders (Note 3)

631,631

604,930

Loans payable related party (Note 3)

36,741

118,833

Loans payable (Note 3)

145,051

44,833

Amounts due to related parties (Note 3)

475,314

516,719

Total current liabilities

2,306,081

1,980,865

Stockholders' deficiency

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

885,130 shares issued and outstanding at

December 31, 2012 and 2011, respectively (Note 4)

885

885

Additional paid-in capital

21,166,619

21,166,619

Deficit

(22,705,422)

(22,705,422)

Deficit accumulated during the development stage

(763,573)

(437,877)

(2,301,491)

(1,975,795)

Less: Treasury stock – 2,085 common shares at

December 31, 2012 and 2011, respectively

(3,336)

(3,336)

Total stockholders’ deficiency

(2,304,827)

(1,979,131)

$

1,254

$

1,734

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

F-2

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Operations and Comprehensive Loss

(Expressed in US Dollars)

Cumulative amounts

from the beginning

of the development

For the year ended

stage on

December 31,

January 1, 2010 to

2012

2011

December 31, 2012

Operating expenses

General and administrative

$

257,539

$

300,764

$     661,691

Depreciation

-

-

103

Total operating expenses

257,539

300,764

661,794

Loss from operations

(257,539)

(300,764)

(661,794)

Interest expense

(47,986)

(45,951)

(136,688)

Foreign exchange gain (loss)

(20,171)

35,266

34,909

Net loss and comprehensive loss for the

year

$

(325,696)

$

(311,449)

$    (763,573)

Per common share information – basic and

diluted:

Weighted average shares outstanding

885,130

1,004,514

Net loss per common share – basic and

diluted

$

(0.37)

$

(0.31)

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

F-3

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

Cumulative amounts

from the beginning of

For the year ended

the development stage on

December 31,

January 1, 2010 to

2012

2011

December 31, 2012

Cash flows from operating activities

Net loss for the period

$

(325,696)

$

(311,449)

$     (763,573)

Items not involving cash:

Depreciation and amortization

-

-

103

Unrealized foreign exchange

18,345

(27,424)

(32,467)

Changes in non-cash working capital:

Accounts payable and accrued liabilities

303,700

52,205

410,022

Amounts due to related parties

(35,069)

236,913

263,667

Net cash used in operations

(38,720)

(49,755)

(122,248)

Cash flows from financing activities

Proceeds of loans payable stockholders

20,551

14,749

41,613

Proceeds of loans payable related parties

17,689

14,833

36,522

Proceeds of loans payable

-

19,833

44,833

Net cash provided by financing activities

38,240

49,415

122,968

Increase (decrease) in cash

(480)

(340)

720

Cash , beginning of period

1,734

2,074

534

Cash, end of period

$

1,254

$

1,734

$

1,254

Supplementary information

Cash paid for interest

$

-

$

-

Cash paid for income taxes paid

$

-

$

-

There were no non-cash investing and financing transactions for the years ended December 31, 2012 and 2011 or from the

beginning of the development stage on January 1, 2010 to December 31, 2012.

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

F-4

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Consolidated Statement of Stockholders' Deficiency

For the year ended December 31, 2012

(Expressed in US Dollars)

Deficit Accumulated

Additional

During

Common Shares

Paid-

Development

Treasury

Total Stockholders’

Shares

Amount

in Capital

Deficit

Stage

Shares

Amount

(Deficiency)

Balance

December

31, 2010

1,060,130

$

1,060

$    21,446,444

$    (22,705,422)

$

(126,428)

(177,085)

$    (283,336)

$

(1,667,682)

Cancellation

of treasury

stock

(175,000)

(175)

(279,825)

175,000

280,000

Net loss for

the year

ended

December

31, 2011

(311,449)

(311,449)

Balance

December

31, 2011

885,130

885

21,166,619

(22,705,422)

(437,877)

(2,085)

(3,336)

(1,979,131)

Net loss for

the year

ended

December

31, 2012

(325,696)

(325,696)

Balance

December

31, 2012

885,130

$

885

$    21,166,619

$    (22,705,422)

$

(763,573)

(2,085)

$

(3,336)

$

(2,304,827)

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

F-5

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

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

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

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

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

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

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

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

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

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

outstanding.

These consolidated financial statements for the year ended December 31, 2012 include the accounts of the

Company and its subsidiary Arvana Networks Inc. (including its wholly-owned subsidiaries, Arvana

Participaçōes S.A.  (“Arvana Par”) and Arvana Comunicações do Brasil S. A. (“Arvana Com”)). The

Company has ceased all operations in its subsidiary companies, and has written-off or disposed of all

assets in the subsidiary companies, consequently they are now all considered to be inactive subsidiaries.

As a result of this inactivity, the Company entered into a new development stage as of January 1, 2010.

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

accompanying consolidated financial statements have been expressed in US Dollars.

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

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

December 31, 2012, the Company incurred a loss from operations of $325,696. At December 31, 2012,

the Company had a working capital deficiency of $2,304,827. 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.

F-6

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies

a) Basis of presentation

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

The Company’s fiscal year end is December 31. The accompanying consolidated financial statements of

Arvana Inc. for the years ended December 31, 2012 and 2011, and for the cumulative amounts from the

beginning of the development stage on January 1, 2010, through December 31, 2012, have been prepared

in accordance with accounting principles generally accepted in the United States (“US GAAP”) for

financial information with the instructions to Form 10-K and Regulation S-K. Results are not necessarily

indicative of results which may be achieved in the future.

b) Basis of consolidation

Included in the financial statements are the accounts of the Company, its wholly-owned inactive

subsidiaries Arvana Networks, Arvana Par, and Arvana Com. All inter-company transactions and

balances have been eliminated.

c) Estimates

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

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

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

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

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

temporary tax differences.

d) Foreign currency translation and transactions

When translating the Brazilian subsidiary operations to the Company’s reporting currency non monetary

assets and liabilities denominated in a foreign currency are translated into U.S. dollars at the exchange

rate in effect on the transaction date. Revenue and expenses are translated at the average rates of exchange

prevailing during the periods.

Transactions conducted in foreign currencies are recorded using the exchange rate in effect on the

transaction date. At the period end, monetary assets and liabilities are translated to the functional currency

of each entity using the exchange rate in effect at the period end date. Transaction gains and losses are

recorded in foreign exchange gain or loss in the statement of operations and comprehensive loss.

e) Comprehensive income

The Company considers comprehensive income (loss) as a change in equity (net assets) of a business

entity during a period from transactions and other events and circumstances from non-owner sources. It

includes all changes in equity during a period except those resulting from investments by owners and

distributions to owners.

f) Cash equivalents

The Company considers all highly liquid investments, with terms to maturity of three months or less

when acquired, to be cash equivalents.

F-7

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

g) Financial instruments

Financial instruments of the Company are comprised of cash, accounts payable and accrued liabilities,

amounts due to related parties, loans payable – stockholders, loans payable – related parties, and loans

payable. The estimated fair values of financial instruments were considered by management to be not

materially different from their carrying values due to their short term to maturity or capacity for prompt

liquidation.

The Company measures the fair value of financial assets and liabilities based on US GAAP guidance

which defines fair value, establishes a framework for measuring fair value and expands disclosures about

fair value measurements.

The Company classifies financial assets and liabilities as held-for-trading, available-for-sale, held-to-

maturity, loans and receivables or other financial liabilities depending on their nature. Financial assets and

financial liabilities are recognized at fair value on their initial recognition, except for those arising from

certain related party transactions which are accounted for at the transferor’s carrying amount or exchange

amount.

Financial assets and liabilities classified as held-for-trading are measured at fair value, with gains and

losses recognized in net income.  Financial assets classified as held-to-maturity, loans and receivables and

financial liabilities other than those classified as held-for-trading are measured at amortized cost, using

the effective interest rate method of amortization.  Financial assets classified as available-for-sale are

measured at fair value, with unrealized gains and losses being recognized as other comprehensive income

until realized, or if an unrealized loss is considered other than temporary, the unrealized loss is recorded

in income.

The following indicates the fair value hierarchy of the valuation techniques the Company utilizes to

determine the fair value of financial assets that are measured at fair value on a recurring basis.

Level 1 – Unadjusted quoted prices in active markets for identical assets and liabilities;

Level 2 – Inputs other than quoted prices that are observable for the asset or liability either directly or

indirectly; and

Level 3 – Inputs that are not based on observable market data.

Financial instruments, including accounts payable and accrued liabilities, amounts due to related parties,

loans payable – stockholders, loans payable-related parties, and loans payable are classified as other

financial liabilities and carried at cost, which management believes approximates fair value due to the

short term nature of these instruments.  Cash is classified as held-for-trading, with unrealized gains and

losses being recognized in income, is based on level one quoted prices in active markets for identical

assets and liabilities.

F-8

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

h) Concentration of credit risk

Financial instruments that potentially subject the Company to concentrations of credit risk consists of

cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits.

The Company has not experienced any losses in such accounts and believes it is not exposed to any

significant risks on its cash in bank accounts.

i) Income taxes

A deferred tax asset or liability is recorded for all temporary differences between financial and tax

reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net

change during the year of deferred tax assets and liabilities.

Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more

likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets

and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

j) Stock-based compensation

The Company accounts for all stock-based payments to employees and non-employees under ASC 718

“Stock Compensation,” using the fair value based method. Under the fair value method, stock-based

payments are measured at the fair value of the consideration received, or the fair value of the equity

instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based

payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and

recognized at that date.

k) Loss per share

Basic loss per share is computed using the weighted average number of common shares outstanding

during the year. Diluted loss per share is computed using the weighted average number of common shares

and potentially dilutive common stock equivalents, including stock options and warrants. For the periods

presented, this calculation proved to be anti-dilutive.

l) Reclassifications

Certain of the comparative figures for the prior years have been reclassified to conform with the

presentation adopted in the current year.

F-9

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

m) Recent accounting pronouncements

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

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

our financial condition or the results of our operations.

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

From February, 2007 until December 31, 2012 the Company received a number of loans from

stockholders, related parties and unrelated third parties.  As of December 31, 2012 the Company had

received loans of $631,631 (Euro 225,000; CAD 72,300; $262,300) (December 31, 2011 - $604,930:

Euro 225,000; CAD 62,300; $251,800) from stockholders, loans of $36,741 (CAD 27,600; $9,000)

(December 31, 2011 – $118,833: CAD 10,000; $109,000) from a related party and loans of $145,051

(CAD 10,000; $ 135,000) (December 31, 2011 – $ 44,833: CAD 10,000; $35,000) from unrelated third

parties. All of the loans bear interest at 6% per annum.  The loans were made in 3 different currencies,

Euros, Canadian Dollars and US Dollars.  All amounts reflected on these consolidated financial

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

arrangement by the Company.  The balance of accrued interest of $215,518 and $156,015 is included in

accounts payable and accrued expenses at December 31, 2012 and December 31, 2011, respectively.

Interest expense recognized on these loans was $47,986 for the year ended December 31, 2012, compared

to $45,951 for the year ended December 31, 2011.

At December 31, 2012 and December 31, 2011 the Company had amounts due to related parties of

$475,314 and $516,719, respectively.  This amount includes $136,100 at December 31, 2012 and

December 31, 2011, 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.

F-10

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

4. Common stock

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

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

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

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

Vesting terms are determined at the time of grant.

At December 31, 2012 and December 31, 2011, there were no stock options outstanding.  No options

were granted, exercised or expired during the year ended December 31, 2012 or the year ended December

31, 2011.

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

twenty shares outstanding. These consolidated financial statements have been prepared showing after

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

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

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

5. Segmented Information

The Company has no reportable segments.

6. Deferred Income Taxes

Income tax benefits attributable to losses from United States of America operations was $Nil for the years

ended December 31, 2012 and 2011, and differed from the amounts computed by applying the United

States of America federal income tax rate of 34 percent to pretax losses from operations as a result of the

following:

2012

2011

Loss for the year before income taxes

$

(325,696 )   $

(311,449)

Computed "expected" tax benefit

$

(110,829 )   $

(105,893)

Deductible expenses

6,858

(11,990)

Change in valuation allowance

103,971

117,883

Income tax expense

$

-     $

-

F-11

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

6. Deferred Income Taxes (continued)

The tax effects of temporary differences that give rise to significant portions of the deferred tax assets and

deferred tax liabilities at December 31, 2012 and 2011are presented below:

2012

2011

Deferred tax assets:

Net operating loss carry forwards - US

$

716,938     $

612,967

Valuation allowance

(716,938)

(612,967)

Net deferred tax asset

$

-     $

-

The valuation allowance for deferred tax assets as of December 31, 2012 and 2011 was $716,938 and

$612,967, respectively. In assessing the realizability of deferred tax assets, management considers

whether it is more likely than not that some portion or all of the deferred tax assets will not be realized.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income

during the periods in which those temporary differences become deductible.

Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income,

and tax planning strategies in assessing the realizability of deferred tax assets. In order to fully realize the

deferred tax asset attributable to net operating loss carryforwards, the Company will need to generate

future taxable income of approximately $2,100,000 prior to the expiration of the net operating loss carry-

forwards.

7. Related Party Transactions

Other than amounts payable to related parties as disclosed below and in Note 3, the Company did not

have any other related party transactions for the periods ended December 31, 2012 and 2011.

Our chief executive officer and director has entered into a consulting arrangement on a month to month

basis that provides for a monthly fee of CAD 5,000. These amounts have been accrued and are currently

unpaid. As of December 31, 2012 our chief executive officer was owed $60,306 (CAD 60,000) for

services rendered as an officer.

Our chief financial officer and director has 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. As

of December 31, 2012 our chief financial officer was owed $48,000 for services rendered as an officer.

Our chief executive officer and director entered into a debt assignment agreement effective January 1,

2012 with a corporation with a director in common and thereby assigned $199,373 (CAD 202,759) of

unpaid amounts payable.

Our chief executive officer and 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.

F-12

Arvana Inc. and Subsidiaries

(A Development Stage Company)

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2012 and 2011

(Expressed in U.S. Dollars)

7. Related Party Transactions (continued)

Our chief executive officer and director is owed $186,257 for unsecured non-interest bearing amounts due

on demand loaned to the Company as of December 31, 2012.

Our chief executive officer and a director is owed $36,741 for unsecured amounts bearing 6% interest due

on demand loaned to the Company as of December 31, 2012.

Our former officers are owed a total of $104,957 for their prior services rendered as officers.

A director of the Company is owed $60,000 as of December 31, 2012 for services rendered as a director

during 2007. Two former directors of the Company are owed $76,100 as of December 31, 2012 for

services rendered as directors during 2007.

8. Subsequent Events

The Company evaluated its December 31, 2012 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.

F-13

ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.

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 December 31, 2012 (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.

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.

16

The Company’s management conducted an assessment of the effectiveness of our internal control over

financial reporting as of December 31, 2012, based on criteria established in Internal Control – Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission, which

assessment identified material weaknesses in internal control over financial reporting. A material

weakness is a control deficiency, or a combination of deficiencies in internal control over financial

reporting that creates a reasonable possibility that a material misstatement in annual or interim financial

statements will not be prevented or detected on a timely basis. Since the assessment of the effectiveness

of our internal control over financial reporting did identify material weaknesses, management considers

its internal control over financial reporting to be ineffective.

The matters involving internal control over financial reporting that our management considered to be

material weaknesses were:

     lack of segregation of duties as we have an inadequate number of personnel to properly

implement control procedures.

The aforementioned material weaknesses were identified by our chief executive officer and chief

financial officer in connection with the review of our financial statements as of December 31, 2012.

Management believes that the material weaknesses set forth above did not have an effect on our financial

results. However, management believes that the lack of a functioning audit committee, the inadequate

accounting personnel results in ineffective oversight in the monitoring of required internal controls over

financial reporting, which weaknesses could result in a material misstatement in our financial statements

in future periods.

Management’s Remediation Initiatives

In an effort to remediate the identified material weaknesses and enhance our internal controls over

financial reporting, the Company plans to initiate, the following measures:

     appoint an independent director or qualified person to the audit committee when such person is

made available to the Company in order to enable the Audit Committee to provide proper

oversight in the monitoring of required internal controls over financial reporting such as

reviewing estimates and assumptions made by management.

     engage additional accounting personnel to ensure that the Company is able to properly implement

internal control procedures at such time as funds become available for this purpose.

This annual report does not include an attestation report of our independent registered public accounting

firm regarding internal control over financial reporting.  We were not required to have, nor have we,

engaged our independent registered public accounting firm to perform an audit of internal control over

financial reporting pursuant to the rules of the Commission that permit us to provide only management’s

report in this annual report.

17

Changes in internal control over financial reporting

During the period ended December 31, 2012, there has been no change in internal control over financial

reporting that has materially affected, or is reasonably likely to materially affect our internal control over

financial reporting.

9B.

OTHER INFORMATION

Not applicable.

18

PART III

ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE

Officers and Directors

The following table sets forth the name, age and position of each director and executive officer of the

Company:

Name

Age

Position

Sir John Baring (1)

66

Chairman of the Board of Directors

Zahir Dhanani  (1)

57

Chief Executive Officer and Director

Arnold Tinter

68

Chief Financial Officer and Director

Robert Naso (1)

53

Director

(1)

Member of our Audit Commitee

Set forth below is a brief description of the background and business experience of each of our executive

officers and directors for the past five years:

Sir John Baring was appointed Chief Executive Officer and director to the board of directors (“the

Board”) on May 26, 2005. Following the appointment of Mr. Jervis as Chief Executive Officer on

October 17, 2005, Sir John was appointed Chairman of the board.

Business Experience:

Sir John brings more than 30 years of banking and investing experience to the board. Since June 2002, Sir

John has acted as a managing and founding member of Mercator Management LLC, a leading fund

management company. We have concluded that Sir John should serve as a director because of his

business experience.

Officer and Director Responsibilities and Qualifications:

Sir John is responsible for the overall management of the Company. Sir John is also a member of our

Audit Committee.

Other Public Company Directorships in the Last Five Years:

Sir John has not been a director of any other public companies over the past five years.

We have concluded that Sir John should serve as a director because of his business experience.

Zahir Dhanani was appointed director on August 17, 2009 and Chief Executive Officer on July 27,

2010. He estimates that he spends approximately 15 percent of his time, approximately 6 hours per week,

on the Company’s business.  He also has significant responsibilities with other companies, as detailed in

the following paragraph.  He will serve until an annual meeting of the Company’s shareholders and his

successor is elected and qualified.

19

Business Experience:

Mr. Dhanani is currently the President and CEO of Bread Garden Franchising Inc. He has been with

Bread Garden since April 2004. Over the past 11 years Mr. Dhanani has also acted as a self-employed

consultant providing financial consulting and advisory services to publicly traded companies listed on

Canadian Stock Exchanges.

Officer and Director Responsibilities and Qualifications:

Mr Dhanani is responsible for the overall management of the Company and is involved in many of its

day-to-day operations, finance and administration. Mr. Dhanani is also a member of our Audit

Committee.

Other Public Company Directorships in the Last Five Years:

Over the past five years Mr. Dhanani has been a director of the following public companies:

Terraco Gold Corp., a mineral exploration company from January 2011 to present; Jinhua Capital

Corporation, a capital pool company from March 2012 to the present; Wangton Capital Corp., a

capital pool company from March 2012 to the present; Arian Resources Corp., a mineral exploration

company from November 2012 to the present.

We have concluded that Mr. Dahani should serve as a director as a result of his background and

experience in business administration and corporate strategy.

Arnold Tinter was appointed director and Chief Financial Officer on July 27, 2010. He estimates that he

spends approximately 15 percent of his time, approximately 6 hours per week, on the Company’s

business.  He also has significant responsibilities with other companies, as detailed in the following

paragraph.  He will serve until an annual meeting of the Company’s shareholders and his successor is

elected and qualified.

Business Experience:

Mr. Tinter founded Corporate Finance Group, Inc., a consulting firm located in Denver, Colorado, in

1992, and is its President. Corporate Finance Group, Inc. is involved in financial consulting in the areas of

strategic planning, mergers and acquisitions and capital formation.  He has provided CFO services to

Spicy Pickle Franchising, Inc., a publically held company, from 2006 to October 2010, where his

responsibilities included oversight of all accounting functions including SEC reporting, strategic planning

and capital formation. Mr. Tinter has also provided CFO services to a number of public companies.  From

April 2010 to the present he provides CFO services to Agrisolar Solutions, Inc., from January 17, 2012 to

the present, to Barfresh Food Group, Inc., and from January 3, 2012 to the present to T.O Entertainment.

From May 2001 to May 2003, he served as Chief Financial Officer of Bayview Technology Group, LLC,

a privately held company that manufactured and distributed energy-efficient products. From May 2003 to

October 2004, he served as that company’s Chief Executive Officer. Prior to 1990 Mr. Tinter was Chief

Executive Officer of Source Venture Capital, a holding company with investments in the gaming,

printing, retail industries.

20

Officer and Director Responsibilities and Qualifications:

Mr. Tinter is responsible for many of the Company’s day-to-day operations, finance and administration.

His responsibilities include oversight of all accounting functions including SEC reporting, strategic

planning and capital formation.

Mr. Tinter received a B.S. degree in Accounting in 1967 from C.W. Post College, Long Island University,

and is licensed as a Certified Public Accountant in Colorado and New York.  We have concluded that Mr.

Tinter should serve as a director as a result of his background and experience in financial consulting.

Other Public Company Directorships in the Last Five Years:

Over the past five years Mr. Tinter has been a director of one other public company: Barfresh Food Group

Inc, a food manufacturing and distribution company from January 2012 to present.

We have concluded that Mr. Tinter should serve as a director as a result of his background and experience

in business administration and corporate strategy.

Robert Naso was appointed director on August 17, 2009. He also has significant responsibilities with

other companies, as detailed in the following paragraph.  He will serve until an annual meeting of the

Company’s shareholders and his successor is elected and qualified.

Business Experience:

Mr. Naso is currently a consultant with Salamat International Investments Corporation and was the

General Manager of Bread Garden Franchising Inc., from April 2005 to December 2010. Prior to joining

Bread Garden he was employed in the construction, hospitality and security industries in a variety of

management positions.  We have concluded that Mr. Naso should serve as a director because of his

business experience.

Officer and Director Responsibilities and Qualifications:

Mr. Naso is responsible for the overall management of the Company. Mr. Naso is also a member of our

Audit Committee.

Mr. Naso graduated from the University of British Columbia with an MBA.

Other Public Company Directorships in the Last Five Years:

Over the past five years Mr. Naso has been a director of the following public companies: Arian

Resources Corp., a mineral exploration company from December 2012 to the present.

We have concluded that Mr. Naso should serve as a director because of his business experience.

21

Audit Committee and Audit Committee Financial Expert

Our board of directors has established an Audit Committee that is comprised of Sir John Baring, Zahir

Dhanani and Robert Naso.

Our board of directors has determined that Zahir Dhanani qualifies as an “audit committee financial

expert”, as defined by the rules of the SEC though it has further determined that he should not be

considered “independent” as that term is defined in Rule 121 of the American Stock Exchange

(“AMEX”) listing standards.

The audit committee recommends independent accountants to audit its financial statements, discusses the

scope and results of the audit with the independent accountants, considers the adequacy of the internal

accounting controls, considers the audit procedures of the Company and reviews the non-audit services to

be performed by the independent accountants.

Code of Ethics

We have adopted a Code of Ethics that applies to all the Company’s directors, officers and employees. A

copy of our Code of Ethics was incorporated by reference in our previously filed on Form 10-KSB for

fiscal 2006 as an exhibit.

Significant Employees

We do not have any other significant employees, other than our directors and executive officers named

above.

Term of Office

The Company’s directors are appointed for a one (1) year term to hold office until the next annual

shareholders meeting or until removed from office in accordance with the Company’s bylaws. The

Company’s executive officers are appointed by the board of directors and hold office until removed by

the board.

Involvement in Certain Legal Proceedings

During the past ten years there are no events that occurred related to an involvement in legal proceedings

that are material to an evaluation of the ability or integrity of the Company directors, or persons

nominated to become directors or executive officers.

Compliance with Section 16(a) of the Securities Exchange Act

Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who

beneficially own more than ten percent of our equity securities, to file reports of ownership and changes

in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten

percent shareholders are required by SEC regulation to furnish us with copies of all Section 16(a) forms

they file. Based on our review of the copies of such forms received by us, we believe that during the fiscal

year ended December 31, 2012 all such filing requirements applicable to our officers and directors were

complied with, except that Messrs. Dhanani, Tinter and Naso should have filed Forms 3 when they

became officers and directors of the Company.

22

ITEM 11.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

The objective of the Company’s compensation program is to provide incentive to our chief executive

officer and chief financial officer for services rendered. The compensation program is comprised solely of

a consulting fee. We utilize this form of compensation because we feel that this compensatory element is

adequate to retain and motivate our executive officer. The amounts we have deemed appropriate to

compensate our executive officer were determined in accordance with compensatory packages for other

development stage companies though we have no specific formula to determine compensation. While we

have deemed that our current compensatory program is appropriately suited for accomplishing our current

objectives, in the future we may expand our compensation program to include additional benefits as the

Company realizes those objectives.

Executive compensation for our chief executive officer for the periods ended December 31, 2012, and

December 31, 2011 were $60,110 and $60,704 respectively. Executive compensation for our chief

financial officer for the periods ended December 31, 2012 and December 31, 2011 were $24,000 and

$24,000 respectively.

Executive compensation is expected to expand in future periods to include salaries, stock awards and

stock options in the event the Company is successful in the development of a suitable business

opportunity.

Table

The following table provides summary information for 2012 and 2011 concerning cash and non-cash

compensation paid or accrued by the Company to or on behalf of (i) the chief executive officer and the

chief financial officer and (ii) any other employee to receive compensation in excess of $100,000.

Summary Compensation Table

Name and

Year      Salary      Bonus

Stock

Option

Non-Equity

Change in Pension

All Other

Total

Principal

Awards

Incentive Plan

Value and

Compensation

Position

($)

($)

Awards

Compensation

Nonqualified

($)

($)

Deferred

($)

($)

($)

Compensation($)

Zahir

2012     60,110

-

-

-

-

-

-

60,110

Dhanani

CEO, and

2011     60,704

-

-

-

-

-

-

60,704

Director

(1)

Arnold

2012     24,000

-

-

-

-

-

-

24,000

Tinter

CFO,

2011     24,000

-

-

-

-

-

-

24,000

PAO, and

Director

(2)

(1)

Mr. Dhanani was appointed director on August 17, 2009 and chief executive officer on July 27, 2010.

(2)

Mr. Tinter was appointed as our chief financial officer and director on July 27, 2010.

23

Outstanding Equity Awards as of December 31, 2012

There were no outstanding equity awards as of December 31, 2012 for any of our named executive

officers.

No share purchase options were granted to or exercised by our named executive officers during our fiscal

year ended December 31, 2012.

Long-Term Incentive Plans

We do not have any long-term incentive plans, pension plans, or similar compensatory plans for our

directors or executive officers.

Change of Control Agreements

We are not party to any change of control agreements with any of our directors or executive officers.

Compensation of Directors

The following table summarizes the compensation of our company’s directors for the year ended

December 31, 2012:

Fees

Non-qualified

Earned or

Non- Equity

Deferred

Paid in

Stock

Option

Incentive Plan    Compensation

All Other

Cash

Awards      Awards      Compensation

Earnings

Compensation

Total

Name⁽¹⁾

($)

($)

($)

($)

($)

($)

($)

Sir John Baring

-

-

-

-

-

-

-

Robert Naso

-

-

-

-

-

-

-

(1)

Zahir Dhanani and Arnold Tinter are not included in this table as they are reported as officers of

the Company and did not receive additional compensation for service as directors.

Employment Agreements

There are no employment agreements with any of the named executive officers.

24

ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND

MANAGEMENT AND RELATED STOCKHOLDER MATTERS

The following table sets forth certain information concerning the number of shares of our common stock

owned beneficially (1) as at April 1, 2013 by: (i) each of our directors, (ii) each of our executive officers,

(iii) our executive officers and directors as a group, and (iv) each beneficial shareholder known to us to

own more than 5% of our outstanding common stock. Unless otherwise indicated, the shareholders listed

possess sole voting and investment power with respect to the shares shown.

Name and Address

Number of Common

Percentage of

Title of Class

of Beneficial Owner

Shares

Common Shares⁽¹⁾

Directors and

Officers

Common Stock

Zahir Dhanani, CEO and director

90 Madison Street, Suite 701,

-

-

Denver, CO 80206

Common Stock

Arnold Tinter, CFO and director

90 Madison Street, Suite 701,

-

-

Denver, CO 80206

Common Stock

Robert Naso, director

90 Madison Street, Suite 701,

-

-

Denver, CO 80206

Common Stock

Sir John Baring, director

90 Madison Street, Suite 701,

14,625

1.6%

Denver, CO 80206

Common Stock

All Directors and Executive

14,625

1.6%

Officers as a Group (3 persons)

5% Shareholders

Common Stock

-

-

-

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any

contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the

power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct

the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for

example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be

beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an

option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of

any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such

person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of

any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with

respect to the number of shares of common stock actually outstanding on April 1, 2013. The percentage calculations are

based on the aggregate of 885,130 shares issued and outstanding as at April 1, 2013.

25

Change of Control

We are not aware of any arrangement that might result in a change in control in the future.

Equity Compensation Plan Information as at December 31, 2012

Number of securities

Number of securities

remaining available

to be issued upon

for future issuance

Plan Category

exercise of outstanding

Exercise price

under equity

options.

compensation plans

Equity compensation

plan approved by

-0-

N/A

88,513

security holders

Equity compensation plans not

approved by security holders

N/A

N/A

N/A

ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND

DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

None of our directors or executive officers, nor any proposed nominee for election as a director, nor any

person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights

attached to all of our outstanding shares, nor any members of the immediate family (including spouse,

parents, children, siblings, and in−laws) of any of the foregoing persons has any material interest, direct

or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed

transaction which, in either case, has or will materially affect us except the following consulting

agreement, for the rendition of consulting services:

     Zahir Dhanani, our chief executive officer and director has entered into a consulting arrangement

on a month to month basis that provides for a monthly fee of $5,000.

     Arnold Tinter, our chief financial officer and director has entered into a consulting agreement on

a month to month basis that provides for a monthly fee of $2,000.

     Sir John Baring, a director of the Company is due $60,000 as of December 31, 2012 for services

rendered as a director during 2007.

     Zahir Dhanani, our chief executive officer and director is owed $186,257 for unsecured non-

interest bearing amounts due on demand loaned to the Company as of December 31, 2012.

     Zahir Dhanani, our chief executive officer and a director is owed $36,741 for unsecured amounts

bearing 6% interest due on demand loaned to the Company as of December 31, 2012.

     Arnold Tinter, our chief financial officer was owed $48,000 for services rendered as an officer as

of December 31, 2012.

Director Independence

Our common stock trades in the OTCQB.  As such, we are not currently subject to corporate

governance standards of listed companies, which require, among other things, that the majority

of the board of directors be independent.

26

Since we are not currently subject to corporate governance standards relating to the

independence of our directors, we choose to define an “independent” director in accordance with

the NASDAQ Capital Market’s requirements for independent directors (NASDAQ Marketplace

Rule 5605(a)(2)).  The NASDAQ independence definition includes a series of objective tests,

such as that the director is not an employee of the company and has not engaged in various types

of business dealings with the company.

We do not have any independent directors under the above definition.  We do not list that

definition on our Internet website.

ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES

The following table sets forth information regarding the amount billed to us by our independent auditor,

Davidson & Company, LLP, for our fiscal years ended December 31, 2012 and 2011:

Years ended December 31

2012

2011

Audit Fees:

$15,000

$15,000

Audit Related Fees:

$ 8,305

$ 8,250

Tax Fees:

$

-

$

-

All Other Fees:

$

-

$

-

Total:

$23,305

$23,250

Audit Fees

Audit Fees are the aggregate fees billed by our independent auditor for the audit of our consolidated

annual financial statements, reviews of interim financial statements and attestation services that are

provided in connection with statutory and regulatory filings or engagements.

Audit-Related Fees

Audit-Related Fees are fees charged by our independent auditor for assurance and related services that are

reasonably related to the performance of the audit or review of our financial statements and are not

reported under "Audit Fees." This category comprises fees billed for independent accountant review of

our interim financial statements and management discussion and analysis, as well as advisory services

associated with our financial reporting.

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

Our Audit Committee pre-approves all audit services to be provided to us by our independent auditors.

Our Audit Committee’s policy regarding the pre-approval of non-audit services to be provided to us by

our independent auditors is that all such services shall be pre-approved by the Audit Committee. Non-

audit services that are prohibited to be provided by our independent auditors may not be pre-approved. In

addition, prior to the granting of any pre-approval, our Audit Committee must be satisfied that the

performance of the services in question will not compromise the independence of the auditors.

27

PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

The following documents are filed under “Item 8. Financial Statements and Supplementary Data,” pages

F-1 through F-16, and are included as part of this Form 10-K:

Consolidated financial Statements of the Company for the years ended December 31, 2012 and 2011:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Loss

Consolidated Statement of Stockholders’ Equity

Consolidated Statements of Cash Flows

Notes to Consolidated Financial Statements

(b) Exhibits

The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on

page 29 of this Form 10-K, and are incorporated herein by this reference.

(c) Financial Statement Schedules

We are not filing any financial statement schedules as part of this Form 10-K because such schedules are

either not applicable or the required information is included in the financial statements or notes thereto.

The following exhibits are included with this Annual Report on Form 10-K:

28

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

ARVANA INC.

By:     /s/ Zahir Dhanani

Zahir Dhanani, Chief Executive Officer and

Director

Date:  April 1, 2013

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By:     /s/ Zahir Dhanani

Zahir Dhanani, Chief Executive Officer and

Director

Date:  April 1, 2013

By:     /s/ Arnold Tinter

Arnold Tinter, Chief Financial Officer,

Principal Accounting Officer and Director

Date:  April 1, 2013

By:     /s/ Sir John Baring

Sir John Baring

Director

Date:  April 1, 2013

By:     /s/ Robert Naso

Robert Naso

Director

Date:  April 1, 2013

29

EXHIBIT INDEX

Regulation

S-K

Exhibit

Number

2.1

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

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

3.1

Articles of Incorporation⁽²⁾

3.2

Bylaws, as amended⁽²⁾

3.3

Amendment to Articles of Incorporation  ⁽³⁾

10.1

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

14.1

Code of Ethics  ⁽⁵⁾

31.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act  ⁽⁶⁾

31.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act  ⁽⁶⁾

32.1

Certification of Chief Executive Officer pursuant to Rule 13a-14(d) of the Exchange Act

and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act

of 2002  ⁽⁶⁾

32.2

Certification of Chief Financial Officer pursuant to Rule 13a-14(d) of the Exchange Act and

18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of

2002  ⁽⁶⁾

101.INS

XBRL Instance Document⁽⁷⁾

101.PRE

XBRL Taxonomy Extension Presentation Linkbase⁽⁷⁾

101.LAB

XBRL Taxonomy Extension Label Linkbase⁽⁷⁾

101.DEF

XBRL Taxonomy Extension Label Linkbase⁽⁷⁾

101.CAL

XBRL Taxonomy Extension Label Linkbase⁽⁷⁾

101.SCH

XB RL Taxonomy Extension Label Linkbase⁽⁷⁾

(1)    Previously filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed

with the SEC on August 19, 2005.

(2)    Previously filed with the SEC as an exhibit to the Company’s registration statement on Form 10- SB

filed with the SEC on May 24, 2000.

(3)    Previously filed with the SEC as an exhibit to the Company’s registration statement on Form 8-K

filed with the SEC on October 12, 2010.

(4)    Previously filed with the SEC as an exhibit to the Company’s Quarterly Report on Form 8-K filed

with the SEC on June 7, 2006.

(5)    Previously filed with the SEC as an exhibit to the Company’s Annual Report on Form 10-KSB filed

with the SEC on April 16, 2007.

(6)    Filed as an exhibit to this Annual Report on Form 10-K.

(7)    Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not

“filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the

Securities Act of 1933, or deemed “furnished” and not “filed” for purposes of Section 18 of the

Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

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