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EX-32 - ARVANA CERTIFICATION - ARVANA INCexhibit32.htm
EX-31 - ARVANA CERTIFICATION - ARVANA INCexhibit31.htm

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, 2016.

oTRANSITION 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.)

299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111

(Address of principal executive offices)  (Zip Code)

Registrant’s telephone number, including area code: (801) 232-7395

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 oNo 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 oNo 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 þNo 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 oNo þ

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  (1,019,405  shares)  was  $468,926  based  on  the average  of  the bid  and  ask  price  ($0.46)  for  the common  stock  on  April

6, 2017.

At  April  7,  2017,  the  number  of  shares  outstanding  of  the  registrant’s  common  stock,  $0.001  par  value  (the  only  class  of  voting

stock), was 1,034,030.

1



TABLE OF CONTENTS

PART I

Item1.

Business

3

Item 1A.

Risk Factors

6

Item 1B.

Unresolved Staff Comments

6

Item 2.

Properties

7

Item 3.

Legal Proceedings

7

Item 4.

Mine Safety Disclosures

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

14

Item 8.

Financial Statements and Supplementary Data

14

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

16

Item 9A.

Controls and Procedures

16

Item 9B.

Other Information

17

PART III

Item 10.

Directors, Executive Officers, and Corporate Governance

18

Item 11.

Executive Compensation

21

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder

23

Matters

Item 13.

Certain Relationships and Related Transactions, and Director Independence

24

Item 14.

Principal Accountant Fees and Services

25

PART IV

Item 15.

Exhibits, Financial Statement Schedules

26

Item 16.

Form 10-K Summary

26

Signatures

27

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 Securities and Exchange Commission (the

“Commission”). These factors may cause our actual results to differ materially from any forward-looking

statement. We disclaim any obligation to publicly update these statements, or disclose any difference

between its actual results and those reflected in these statements. Given these uncertainties, readers are

cautioned not to place undue reliance on such forward-looking statements.

Overview

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

any legal undertaking. On July 24, 2006, the 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. We have since been in the process of seeking out other business

opportunities.

Our office is located at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111, and our telephone

number is (801) 232-7395. Our registered agent is JAD Communications LLC. 5209 West Gowan Road,

Las Vegas, Nevada 89130.

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

the symbol “AVNI.”

3



Company

On March 17, 2016, the Company entered into a non-binding Memorandum of Understanding (“MOU”)

with CaiE Food Partnership Ltd. (“CaiE”) for the purpose of acquiring CaiE as a wholly owned

subsidiary. CaiE is in the business of manufacturing and distributing fresh Dim Sum food products from a

facility based in Sparks Nevada. The MOU anticipates that the Company will issue, subject to shareholder

approval, a fully diluted sixty-seven percent (67%) interest in its common stock in exchange for CaiE.

The MOU further provides that CaiE lend the Company fifty thousand dollars ($50,000) on a convertible

basis prior to the consummation of the transaction. The anticipated transaction will require the Company

to convert existing debt into shares of its common stock, increase the number of authorized common

shares, elect a new Board of Directors and change its name to reflect the new business. CaiE had loaned

the Company $67,800 as of the filing date of this report and the Company is working with CaiE to

finalize a definitive transaction.

In the event that the Company does not complete the acquisition of CaiE, its intention will be to identify

and evaluate alternative business opportunities that might 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 but are not

evaluating other potential opportunities pending the anticipated transaction with CaiE.

Selection of a Business

Should the Company not acquire CaiE, 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.

4



Acquisition of Business

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

agreement with another entity or may purchase the stock or assets of an existing business. On the

consummation of any given transaction it is possible that present management and shareholders would no

longer control the Company. In addition, management 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 may agree to register securities either

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

issuance of a substantial additional securities and their potential sale into any trading market may 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 (“Code”). However, 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 result is a

significant dilution in the equity of existing shareholders.

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 such merger or acquisition. The percentage

ownership of existing shareholders may be subject to a 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 present 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 any 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 currently has one part time employee. Ruairidh Campbell, our chief executive officer, chief

financial officer and one of our directors manages the Company.  The Company looks to Mr. Campbell

for his 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.

5



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

The Company owns 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.

Research and Development

During the years ended December 31, 2016 and 2015, the Company spent no amounts on research and

development activities.

Reports to Security Holders

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

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

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

other information with the Commission. The 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.

6



ITEM 2.

PROPERTIES

The Company maintains its office at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111. We pay

monthly rent of $49 on a month to month basis 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 maintain operations.

ITEM 3.

LEGAL PROCEEDINGS

We are not party to any legal proceedings and to our knowledge no such proceedings are threatened or

contemplated.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

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, 2016

$

0.55

$

0.23

September 30, 2016

$

0.40

$

0.23

June 30, 2016

$

0.51

$

0.29

March 31, 2016

$

0.65

$

0.20

December 31, 2015

$

0.23

$

0.23

September 30, 2015

$

0.30

$

0.30

June 30, 2015

$

0.25

$

0.20

March 31, 2015

$

0.25

$

0.25

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

commission and may not represent actual transactions.

Capital Stock

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

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

Common Stock

As of December 31, 2016, there were 60 shareholders of record holding a total of 1,034,030 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 December 31, 2016, the Company had no outstanding warrants to purchase shares of its common

stock.

8



Stock Options

As of December 31, 2016, the Company had no outstanding stock options to purchase shares of its

common stock.

Convertible Securities

As of December 31, 2016, the Company had one convertible loan outstanding in the principal amount of

$50,000 that has accrued 10% interest since May 18, 2016, due November 17, 2017, principal and interest

is convertible into shares of the Company’s common stock at the option of the holder.

Securities Authorized for Issuance Under Equity Compensation Plans

The Company had no securities authorized for issuance under any equity compensation plan as of

December 31, 2016.

Purchases of Equity Securities made by the Issuer and Affiliated Purchasers

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

2016.

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 year ended December 31, 2016, there were no sales of the Company’s securities other than as

reported on Form 8-K.

Trading Information

The Company’s transfer agent is:

Interwest Transfer Company

1981 E. Murray-Holladay Road

Holladay, Utah 84117–5164

(801) 272-9294

ITEM  6.

SELECTED FINANCIAL DATA

Not required for smaller reporting companies.

9



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 acquire CaiE as a wholly owned

subsidiary on those terms to be provided within definitive agreements based on the MOU and thereafter to

focus on CaiE’s business model. We will require a minimum of $50,000 in funding over the next 12

months to maintain operations and acquire CaiE. On completing the acquisition of CaiE the Company

may need additional capital to grow CaiE’s business. The amount of funding that may be required for this

purpose is not determinable at this time.

Should the Company not complete the anticipated transaction with CaiE then it will seek to identify an

alternative business opportunity for which purpose it will require a minimum of $25,000 in funding over

the next 12 months. The Company will most likely need additional funding to complete any alternative

transaction that might be identified within this time frame.

We anticipate that the required prospective funding in the near term will be in the form of convertible

debt financing from CaiE. Should the Company not complete the anticipated transaction with CaiE, then

requisite funding may come from the sale of our common shares or unsecured shareholder loans. The

Company does not have any alternative financing arranged and cannot be certain that it will be able to

realize funding from the sale of equity or that shareholders will continue to provide loans. Accordingly,

we will require continued financial support from our shareholders and creditors until the Company is able

to generate sufficient cash flow to maintain operations on a sustained basis. There is substantial doubt that

the Company will be successful in maintaining operations unless it completes the acquisition of CaiE.

Results of Operations

During the year ended December 31, 2016, the Company (i) sought out prospective business

opportunities; (ii) entered into an MOU with Caie; and (ii) satisfied continuous public disclosure

requirements.

10



Our operations for the years ended December 31, 2016 and 2015 are summarized below.

2016

2015

Operating Expenses:

General and Administration

$    (15,441)

$    (11,890)

Professional fees

$    (24,558)

$    (24,552)

Loss from operations

$    (39,999)

$    (36,442)

Interest expense

$    (56,946)

$    (48,089)

Foreign exchange gain (loss)

$      (5,789)

$    177,181

Gain on settlement of debt

$      40,203

$

-

Net Income (Loss) for the Year

$    (62,531)

$      92,650

Net Income

Net loss for year ended December 31, 2016, was $62,531 as compared to net income of $92,650 for the

year ended December 31, 2015. The transition to net loss over the twelve month period ended December

31, 2016, can be primarily attributed to the loss on foreign exchange in 2016 as compared to a foreign

exchange gain in 2015. The loss on foreign exchange in 2016 is due to an increase in the value of foreign

currencies against the US dollar, which increase has negatively impacted the cost of those expenses that

are payable in foreign currencies.

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

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

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

Capital Expenditures

The Company expended no amounts on capital expenditures for the year ended December 31, 2016.

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

Since inception, the Company has experienced significant changes in liquidity, capital resources, and

stockholders’ deficit.

11



The Company had current and total assets of $6,045 as of December 31, 2016, consisting solely of cash

and a working capital deficit of $2,252,361, as compared to current and total assets of $53, consisting

solely of cash and a working capital deficit of $2,249,077 as of December 31, 2015. Net stockholders'

deficit in the Company was $2,252,361 at December 31, 2016, as compared to a net stockholder’s deficit

in the Company of $2,249,077 at December 31, 2015.

Cash Used in Operating Activities

Net cash flow used in operating activities for the year ended December 31, 2016, was $44,008 as

compared to $11,823 for the year ended December 31, 2015, which differences reflect the comparative

changes in unrealized foreign exchange, general and administrative expenses and changes in working

capital in the current year. Net cash flow used in operating activities in the prior year can also be

primarily attributed to changes in unrealized foreign exchange, administrative expenses and changes in

working capital.  General and administrative expenses include but are not limited to, personnel costs,

accounting fees, consulting expenses, accounts payable and accrued expenses while changes in working

capital include accounts payable and amounts due to related parties.

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

such time as the Company can generate sufficient revenue to transition to providing net cash flow from

operations.

Cash Used in Investing Activities

We do expect to use net cash flow in investing activities in connection with the prospective acquisition of

CaiE. However, until such time as such transaction is concluded, we do not expect to use net cash flows

in investing activities.

Cash Flows from Financing Activities

Net cash flow provided by financing activities for the year ended December 31, 2016, increased to

$50,000 as compared to $10,000 for the year ended December 31, 2015. The increase in cash flow

provided from financing activities over the prior year can be attributed to a convertible loan received from

CaiE.

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

maintain operations, acquire CaiE and alternatively, in the event that our shareholders do not approve the

acquisition of CaiE, to seek out suitable business opportunities.

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

months as it will need at least $25,000 to maintain operations. The Company secured a convertible loan in

the amount of $50,000 in 2016 and has received an additional $17,800 from CaiE as of the date of this

report to maintain operations. However, the Company has no commitments or arrangements for the

funding necessary to complete the prospective acquisition of CaiE though it does expect that funding will

become available. The Company’s shareholders or CaiE remain the most likely sources of new funding in

the form of loans or equity placements though none have made any commitment for future investment as

of the date of this report. The Company’s inability to obtain sufficient funding to maintain operations

would have a material adverse affect on its ability to acquire CaiE.

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, 2016.

12



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

2016.

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, 2016, we have no significant off-balance sheet arrangements that have or are

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

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

material to stockholders.

Future Financings

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

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

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

Critical Accounting Policies

In Note 2 to the audited consolidated financial statements for the years ended December 31, 2016 and

2015, included in our Form 10-K, the Company discusses those accounting policies that are considered to

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

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

United States.

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

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

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

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

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

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

different assumptions or conditions.

Going Concern

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

concern as a result of an accumulated deficit of $23,475,776 since inception and  negative cash flows

from  operating activities  as of December 31, 2016.  The Company’s ability to continue as a going

concern is subject to the ability of the Company to obtain funding from outside sources.  Management’s

plan to address the Company’s ability to continue as a going concern includes obtaining funding from the

private placement of equity or through debt financing.  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.

13



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

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

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

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

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

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

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

§     our anticipated financial performance and business plan;

§     the sufficiency of existing capital resources;

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

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

§     the volatility of the stock market and;

§     general economic conditions.

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

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

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

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

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

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

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 consolidated financial statements for the year ended December 31, 2016, as set forth below,

are included with this Annual Report on Form 10-K. Our audited consolidated 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, 2016 and 2015

F-2

Consolidated Statements of Operations and Comprehensive Income (Loss) for the years ended December 31,

F-3

2016 and 2015

Consolidated Statements of Cash Flows for the years ended December 31, 2016 and 2015

F-4

Consolidated Statements of Changes in Stockholders’ Deficiency for the years ended December 31, 2016 and

F-5

2015

Notes to Consolidated Financial Statements

F-6

14



[arvana10k2016002.gif]

 

 

 

 

To the Shareholders and Directors of

Arvana Inc.

 

 

We have audited the accompanying consolidated financial statements of Arvana Inc. (the “Company”), which comprise the consolidated balance sheets as ofDecember 31, 2016 and 2015, and the related consolidated statements of operations and comprehensive income (loss), stockholders’ deficiency, and cash flows for the years ended December 31, 2016, and 2015. These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these consolidated 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 audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall consolidated 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 Arvana Inc. as ofDecember 31, 2016 and 2015, and the results of its operations and its cash flows for the years ended December 31, 2016, and 2015 in conformity with accounting principles generally accepted in the United States of America.

 

The accompanying consolidated financial statements have been prepared assuming that Arvana Inc. will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency.  These matters, along with the other matters set forth in Note 1, indicate the existence of material uncertainties that raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

                                                                                                           

                                                                                                           

                                                                                                            /s/ DAVIDSON & COMPANY LLP

 

“DAVIDSON & COMPANY LLP”

 

 

Vancouver, Canada

Chartered Professional Accountants

 

 

April 7, 2017

 

[arvana10k2016004.gif]

 

 

[arvana10k2016004.gif]

 

[arvana10k2016005.jpg]

F-1

Arvana Inc. and Subsidiaries

Consolidated Balance Sheets

(Expressed in US Dollars)

December 31,

December 31,

2016

2015

ASSETS

Current assets:

Cash

$

6,045

$

53

Total assets

$

6,045

$

53

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities

Accounts payable and accrued liabilities

$

955,632

$

1,018,963

Convertible loan (net of discount of $14,583 and $Nil

respectively (Note 8)

35,417

-

Loans payable to stockholders (Note 3)

564,399

619,671

Loans payable to related party (Note 3)

129,556

28,941

Loans payable (Note 3)

47,448

147,225

Amounts due to related parties (Note 3)

525,954

434,330

Total current liabilities

2,258,406

2,249,130

Stockholders' deficiency

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

1,034,030 shares issued and outstanding at

December 31, 2016 (885,130 at December 31, 2015 (Note 4)

1,034

885

Additional paid-in capital

21,225,717

21,166,619

Deficit

(23,475,776)

(23,413,245)

(2,249,025)

(2,245,741)

Less: Treasury stock – 2,085 common shares at

December 31, 2016 and 2015, respectively

(3,336)

(3,336)

Total stockholders’ deficiency

(2,252,361)

(2,249,077)

$

6,045

$

53

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

F-2



Arvana Inc. and Subsidiaries

Consolidated Statements of Operations and Comprehensive Income (Loss)

(Expressed in US Dollars)

For the years ended

December 31,

2016

2015

Operating expenses

General and administrative

$

15,441      $

11,890

Professional fees

24,558

24,552

Total operating expenses

39,999

36,442

Loss from operations

(39,999)

(36,442)

Interest expense

(56,946)

(48,089)

Foreign exchange gain (loss)

(5,789)

177,181

Gain on settlement of debt

40,203

-

Net income (loss) and comprehensive

income (loss)

$

(62,531)     $

92,650

Per common share information – basic and

diluted:

Weighted average shares outstanding

912,794

885,130

Net income (loss) per common share –

basic and diluted

$

(0.07)      $

0.10

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

F-3



Arvana Inc. and Subsidiaries

Consolidated Statements of Cash Flows

(Expressed in US Dollars)

For the years ended

December 31,

2016

2015

Cash flows from operating activities

Net income (loss)

$

(62,531)

$

92,650

Items not involving cash:

Unrealized foreign exchange (gain) loss

6,900

(178,103)

Gain on settlement of debt

(40,203)

-

Amortization of discount on loan

10,417

-

Changes in non-cash working capital:

Accounts payable and accrued liabilities

34,587

71,893

Amounts due to related parties

6,822

1,737

Net cash used in operations

(44,008)

(11,823)

Cash flows from investing activities

Net cash used in investing activities

-

-

Cash flows from financing activities

Proceeds of loans payable stockholders

-

10,000

Proceeds of convertible loan (Note 8)

50,000

-

Net cash provided by financing activities

50,000

10,000

Increase (decrease) in cash

5,992

(1,823)

Cash , beginning of year

53

1,876

Cash, end of year

$

6,045

$

53

Supplementary information

Cash paid for interest

$

-

$

-

Cash paid for income taxes paid

$

-

$

-

Shares issued for loan payable

$

34,247

$

-

Discount on convertible notes from beneficial

conversion feature

$

25,000

$

-

There were no non-cash investing or financing transactions for the years ended December 31, 2016 and

2015.

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

F-4



Arvana Inc. and Subsidiaries

Consolidated Statements of Stockholders' Deficiency

(Expressed in US Dollars)

Total

Common Shares

Additional Paid-

Treasury

Stockholders’

Shares

Amount

in Capital

Deficit

Shares

Amount

(Deficiency)

Balance December

31, 2014

885,130

885

21,166,619

(23,505,895)

(2,085)

(3,336)

(2,341,727)

Net income for the

year ended

December 31, 2015

92,650

92,650

Balance December

31, 2015

885,130

885

21,166,619

(23,413,245)

(2,085)

(3,336)

(2,249,077)

Debt settlement

148,900

149

34,098

34,247

Discount on

convertible notes

from beneficial

conversion feature

25,000

25,000

Net income for the

year ended

December 31, 2016

(62,531)

(62,531)

Balance December

31, 2016

1,034,030     $

1,034     $

21,225,717

$

(23,475,776)

(2,085)     $

(3,336)     $

(2,252,361)

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

F-5



Arvana Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(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,  2016,  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 same are all considered to be inactive subsidiaries.

The  reporting  currency  and  functional  currency  of  the  Company  and  its  subsidiaries  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,  2016,  the  Company  recognized  net  loss  from  operations  of  $62,531.  At  December  31,

2016,  the  Company  had  a  working  capital  deficiency  of  $2,252,361.  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  stockholders  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

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(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  has  minimal  operating  levels.

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

Arvana  Inc.  for  the  years  ended  December  31,  2016  and  2015,  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

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 income.

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

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

g) Financial instruments

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

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

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

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

due to the short-term nature of the obligations.

The estimated fair values of the Company's financial instruments as of December 31, 2016 and December

31, 2015 follows:

December 31,

December 31,

2016

2015

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Cash

$6,045

$6,045

$53

$53

Accounts payable and accrued liabilities

955,632

955,632

1,018,963

1,018,963

Convertible loan

35,417

35,417

-

-

Loans payable to stockholders

564,399

564,399

619,671

619,671

Loans payable to related party

129,556

129,556

28,941

28,941

Loans payable

47,448

47,448

147,225

147,225

Amounts due to related parties

525,954

525,954

434,330

434,330

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

basis  as  of  December  31,  2016,  and  indicates  the  fair  value  hierarchy  of  the  valuation  techniques  the

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

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

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

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

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

Quoted

Significant

Prices

Other

Significant

December

in Active

Observable

Unobservable

31,

Markets

Inputs

Inputs

2016

(Level 1)

(Level 2)

(Level 3)

Assets:

Cash

$

6,045

$

6,045

$

$

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

F-8



Arvana Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(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 consist of cash.

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

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

risks on its cash in bank accounts.

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) Beneficial conversion feature

From time  to  time,  the Company may issue  convertible  notes  that  may have  conversion  prices  that  create

an   embedded   beneficial   conversion   feature.   A   beneficial   conversion   feature   exists   on   the   date   a

convertible  note  is  issued  when  the  fair  value  of  the  underlying  common  stock  to  which  the  note  is

convertible  into  is  in  excess  of  the  remaining  unallocated  proceeds  of  the  note  after  first  considering  the

allocation  of  a  portion  of  the  note  proceeds  to  the  fair  value  of  any  attached  equity  instruments,  if  any

related  equity  instruments  were  granted  with  the  debt.  The  intrinsic  value  of  the  beneficial  conversion

feature  is recorded  as  a  debt  discount  with  a corresponding amount  to  additional  paid in  capital.  The debt

discount is amortized to interest expense over the life of the note using the effective interest method.

l) Earnings (loss) per share

Basic  earnings  (loss)  per  share  are  computed  using  the  weighted  average  number  of  common  shares

outstanding  during  the  year.  Diluted  earnings  (loss)  per  share  are  computed  using  the  weighted  average

number  of  common  shares  and  potentially  dilutive  common  stock  equivalents,  including  stock  options

and warrants. There were no outstanding stock options or warrants as at December 31, 2016 and 2015.

F-9



Arvana Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

m) Recent accounting pronouncements

In January 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update

2016-01,  Financial  Instruments—Overall  (Subtopic 825-10):  Recognition  and  Measurement  of  Financial

Assets  and  Financial  Liabilities.  The  update  requires  several  changes  with  respect  to  recognition  and

measurement  as  well  as  disclosure  requirements  with  respect  to  financial  instruments).  The  amendments

to  (ASU)  2016-01  are  effective  for  the  annual  period  ending  after  December  15,  2017,  and  for  annual

periods  and  interim  periods  thereafter.  Early  application  is  permitted.  The  Company  is  in  the  process  of

evaluating the prospective impact that (ASU) 2016-01 will have on its balance sheet.

In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update

2016-02,  Leases (Topic  842).  The  standard requires the  recognition of lease assets and lease  liabilities by

lessees  for  those  leases  classified  as  operating  leases.  Leases  will  be  classified  as  either   finance   or

operating, with classification affecting the pattern of expense recognition. The standard requires lessors to

classify leases as either sales-type, finance or operating. A sales-type lease occurs if the lessor transfers all

of the  risks  and  rewards,  as  well  as  control  of the  underlying asset,  to  the  lessee.  If  risks  and  rewards  are

conveyed  without  the  transfer  of  control,  the  lease  is  treated  as  a  financing  lease.  If  the  lessor  does  not

convey risks and rewards or control, an operating lease results. The standard will become effective for the

Company  beginning  January  1,  2019.  The  Company  is  currently  assessing  the  impact  adoption  of  this

standard  will  have  on  its  consolidated  results  of  operations,  financial  condition,  cash  flows,  and  financial

statement disclosures

In  March 2016,  the Financial  Accounting Standards Board  (FASB) issued Accounting Standards Updates

ASU  2016-9,  Compensation—Stock Compensation  (Topic  718): Improvements  to  Employee  Share-Based

Payment  Accounting,  requiring  certain  changes  to  recognition  and  measurement  as  well  as  disclosure  of

Share-Based  Payments.  The  standard  will  become  effective  for  the  Company beginning  January 1,  2017.

The  Company  is  currently  assessing  the  impact  adoption  of  this  standard  will  have  on  its  consolidated

results of operations, financial condition, cash flows, and financial statement disclosures.

In  June  2016,  the  Financial  Accounting  Standards  Board  (FASB)  issued  Accounting  Standards  Updates

ASU  2016-13,  Financial  Instruments—Credit  Losses  (Topic  326):  Measurement  of  Credit  Losses  on

Financial Instruments, requiring certain changes to the recognition and measurement as well as disclosure

of  incurred  and  expected  credit  losses.  The  standard  will  become  effective  for  the  Company  beginning

January 1, 2020. The Company is currently assessing the impact adoption of this standard will  have on its

consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

In  November  2016,  the  Financial  Accounting  Standards  Board  (FASB)  issued  Accounting  Standards

Updates ASU 2016-18, requiring that restricted cash and restricted cash equivalents be included with cash

and  cash  equivalents  when  reconciling  the  beginning-of-period  and  end-of-  period  total  cash  amounts

shown  on  the  statement  of  cash  flows.  Consequently,  transfers  between  cash  and  restricted  cash  will  not

be  presented  as  a  separate  line  item  in  the  operating,  investing  or  financing  sections  of  the  cash  flow

statement.  The  amendments  are  effective  for  public  business  entities  for  fiscal  years  beginning  after

December  15,  2017,  and  interim  periods  within  those  fiscal  years.  The  Company  considers  that  ASU

2016-18 will have a limited impact on the presentation of the statement of cash flows.

F-10



Arvana Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(Expressed in U.S. Dollars)

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

From   February,   2007,   until   December   31,   2016,   the   Company   received   a   number   of   loans   from

stockholders,  related  parties  and  unrelated  third  parties.    As  of  December  31,  2016,  the  Company  had

received  loans  of  $564,399  (Euro  225,000;  CAD$  72,300;  $273,107)  (December  31,  2015  -  $619,671:

Euro  225,000; CAD$  72,300;  $323,107)  from stockholders, loans  of  $129,556  (CAD$  27,600;  $109,000)

(December 31,  2015 – $28,941: CAD$ 27,600;  $9,000)  from a  related party and loans of $47,742 (CAD$

10,000;  $40,000)  (December  31,  2015    $147,225:  CAD$10,000;  $140,000)  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  $349,186  and  $330,536  is  included  in  accounts

payable  and  accrued  expenses  at  December  31,  2016,  and  December  31,  2015,  respectively.    Interest

expense  recognized  on  these  loans  was  $46,530  for  the  year  ended  December  31,  2016,  compared  to

$48,089  for  the  year  ended  December  31,  2015,  respectively.  The  Company  also  received  a  convertible

loan  of  $50,000  from  CaiE  Food  Partnership  Ltd.  as  per  Note  8.  This  loan  bears  interest  of  10%  and  is

convertible  into  common  shares  of  the  Company  at  a  price  of  $0.20  per  share.  This  loan  matures  on

November 17, 2017.

At  December  31,  2016,  and  December  31,  2015,  the  Company  had  amounts  due  to  related  parties  of

$525,954  and  $434,330,  respectively.     This  amount  includes  $136,100  at  December  31,  2016,   and

December  31,  2015,  payable  to  two  former  directors  and  a  current  director  for  services  rendered  during

2007. This amount is to be paid part in cash and part in stock at a future date with the number of common

shares  determined  by  the  fair  value  of  the  shares  on  the  settlement  date.  The  amounts  owing  bear  no

interest, are unsecured, and have no fixed terms of repayment.

4. Stock Options

The Company’s 2006 Stock Option Plan expired on June 4, 2016.

At  December  31,  2016  and  December  31,  2015,  there  were  no  stock  options  outstanding.   No  options

were granted, exercised or expired during the year ended December 31, 2016 or the year ended December

31, 2015.

5. Common Stock

At  December  31,  2016  and  December  31,  2015,  the  Company  had  issued  148,900  shares  and  nil  shares

respectively.

Shares  issued during the  year ended December 31, 2016  were valued at  $0.23  a share in exchange  for  the

extinguishment  of  debt  in the  amount of  $74,450, resulting in  a  gain  on settlement  of debt  of  $40,203,  an

amount comprised of principal and accrued interest on a loan from 2008.

6. Segmented Information

The Company has no reportable segments.

F-11



Arvana Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(Expressed in U.S. Dollars)

7. Deferred Income Taxes

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

the  years  ended  December  31,  2016  and  2015,  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:

2016

2015

Income (loss) for the year before income taxes

$

(62,531)   $

92,650

Computed expected tax benefit

$

(21,260)   $

31,501

Non-deductible expenses

1,968

(60,242)

Change in valuation allowance

19,292

28,741

Income tax expense

$

-    $

-

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

deferred tax liabilities at December 31, 2016 and 2015 are presented below:

2016

2015

Deferred tax assets:

Net operating loss carry forwards - US

$

836,227  $

816,935

Valuation allowance

(836,227)

(816,935)

Net deferred tax asset

$

-  $

-

The  valuation  allowance  for  deferred  tax  assets  as  of  December  31,  2016,  and  2015,  was  $836,227  and

$816,935,   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 $2,450,000  (2015  -  $2,400,000)  prior  to  the  expiration  of  the  net

operating loss carry-forwards.

F-12



Arvana Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(Expressed in U.S. Dollars)

8. Related Party Transactions

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

incurred  consulting  fees  of  $9,631  (2015  -  $7,894)  paid  to  a  company  controlled  by  our  chief  executive

officer during the year ended December 31, 2016.

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

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

currently  unpaid.  This  consulting  arrangement  ended  on  May  24,  2013.  As  of  December  31,  2016,  our

former  chief  executive  officer  was  owed  $62,347  (CAD$83,710)  for  services  rendered  as  an  officer,

compared to $60,480  (CAD$83,710) as at December 31, 2015. The amounts owing for  past services have

been included in the total payable of $249,585 as of December 31, 2016 and $159,979 as of December 31,

2015 detailed below.

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

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

currently  unpaid.  This  consulting  arrangement  ended  on  June  14,  2013.  As  of  December  31,  2016  and

December  31,  2015  our  former  chief  financial  officer  was  owed  $58,870  for  services  rendered  as  an

officer.

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

January  1,  2012,  with  a  corporation  with  a  former  director  in  common  and  thereby  assigned  $151,015

(CAD$202,759) of unpaid amounts payable.

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

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

and $100,000 of unpaid loans.

Our  former  chief  executive  officer  and  former  director  is  owed  $249,585  for  unsecured  non-interest

bearing amounts due on demand loaned to the Company as of December 31, 2016, compared to $159,979

as of December 31, 2015.

Our  former  chief  executive  officer  and  former  director  is  owed  $129,556  for  unsecured  amounts  bearing

6%  interest  due  on  demand loaned  to  the  Company as  of December  31,  2016,  compared  to  $28,941  as  of

December 31, 2015.

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

assume $100,000 in unpaid loans and $83,357 in unpaid amounts payable from a third party.

Our  other  former  officers  are  owed  a  total  of  $81,399  for  their  prior  services  rendered  as  officers  as  at

December 31, 2016, compared to $79,381 as of December 31, 2015.

A  director  of  the  Company  is  owed  $60,000  as  of  December  31,  2016  and  December  31,  2015,  for

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

December 31, 2016 and December 31, 2015 for services rendered as directors during 2007.

F-13



Arvana Inc. and Subsidiaries

Notes to Consolidated Financial Statements

For the Years Ended December 31, 2016 and 2015

(Expressed in U.S. Dollars)

9. Convertible Loan

On  May  18,  2016,  the  Company  entered  into  a  Convertible  Promissory  Note  (“Convertible  Note”)

agreement  pursuant  to  which  the  Company  received  $50,000  (2015  -  $Nil)  from  CaiE  Food  Partnership

Ltd. (“CaiE”). The $50,000 Convertible Note is convertible into common stock, in whole or in part, at any

time  and  from time  to time  before  maturity at  the  option  of  the  holder  at  a  fixed  price  of  $0.20  per  share.

Due  to  the  conversion  price  being  lower  than  the  closing  share  price  on  the  grant  date,  a  beneficial

conversion  feature  resulted  from  this  issuance.  The  Convertible  Note  accrues  interest  at  a  rate  equal  to

10% per year.  During the year ended December 31, 2016 and 2015, $10,417 and $Nil of the discount was

amortized,  respectively.  As  at  December  31,  2016  and  2015,  the  balance  of  the  Convertible  Note  was

$35,417 and $Nil respectively.

10. Subsequent Events

The  Company  evaluated  its  December  31,  2016,  financial  statements  for  subsequent  events  through  the

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

would require recognition or disclosure in the financial statements except as provided below:

On  March  24,  2017,  the  Company received  an  additional  loan  from  CaiE  in  the  amount  of  $17,800  with

terms and conditions of this loan to be finalized at a later date.

F-14



ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE

Not applicable.

ITEM 9A.

CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In connection with the preparation of this annual report, an evaluation was carried out by the Company’s

management, with the participation of the chief executive officer and the chief financial officer, of the

effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and

15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of December 31, 2016.

Disclosure controls and procedures are designed to ensure that information required to be disclosed in

reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported

within the time periods specified in the Commission’s rules and forms, and that such information is

accumulated and communicated to management, including the chief executive officer and the chief

financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by

this report, that the Company’s disclosure controls and procedures were not effective in recording,

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

specified in the Commission’s rules and forms, and such information was not accumulated and

communicated to management, including the chief executive officer and the chief financial officer, to

allow timely decisions regarding required disclosures.

Management's Annual Report on Internal Control over Financial Reporting

The Company’s management is responsible for establishing and maintaining adequate internal control

over financial reporting. The Company’s internal control over financial reporting is a process, under the

supervision of the chief executive officer and the chief financial officer, designed to provide reasonable

assurance regarding the reliability of financial reporting and the preparation of the Company’s financial

statements for external purposes in accordance with United States generally accepted accounting

principles (GAAP). Internal control over financial reporting includes those policies and procedures that:

§     Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the

transactions and dispositions of the Company’s assets.

§     Provide reasonable assurance that transactions are recorded as necessary to permit preparation of

the financial statements in accordance with generally accepted accounting principles, and that

receipts and expenditures are being made only in accordance with authorizations of management

and the board of directors.

§     Provide reasonable assurance regarding prevention or timely detection of unauthorized

acquisition, use, or disposition of the Company’s assets that could have a material effect on the

financial statements.

Due to its inherent limitations, internal control over financial reporting may not prevent or detect

misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk

that controls may become inadequate because of changes in conditions or that the degree of compliance

with the policies or procedures may deteriorate.

16



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

financial reporting as of December 31, 2016, based on criteria established in Internal Control – Integrated

Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013),

to determine whether there existed material weaknesses in internal control over financial reporting. A

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

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

financial statements will not be prevented or detected on a timely basis. The assessment identified a

material weakness in internal control over financial reporting. Since the assessment of the effectiveness of

our internal control over financial reporting did identify a material weakness, management considers its

internal control over financial reporting to be ineffective.

The matter involving internal control over financial reporting that our management considers to be a

material weakness is:

§     Failure to segregate the duties of chief executive officer and chief financial officer, which failure

could result in inadequate implementation and review of financial reporting control procedures.

The aforementioned material weaknesses were identified by our Chief Executive Officer and Chief

Financial Officer in connection with his review of our financial statements as of December 31, 2016.

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

results. However, management believes that the failure to segregate the duties of chief executive officer

and chief financial officer could result in ineffective oversight of the monitoring of required internal

controls over financial reporting, which weakness could result in a material misstatement in our financial

statements in future periods.

Management’s Remediation Initiatives

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

financial reporting, the Company plans to take the following measures, as soon as is practicable, subject

to the availability of capital and personnel resources:

§     Bifurcate the position of chief executive officer and chief financial officer into two separate

positions.

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

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

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

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

report in this annual report.

Changes in internal control over financial reporting

During the year ended December 31, 2016, 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.

17



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

70

Chairman of the Board of Directors

Ruairidh Campbell

53

Chief Executive Officer, Chief Financial Officer,

Principal Accounting Officer and Director

Shawn Teigen

44

Director

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

officers and directors for the past five years:

Sir John Baring served as chief executive officer of the Company between May 26, 2005 and October

17, 2005. Sir John was appointed as a director on May 26, 2005 and as chairman of the board of directors

on October 17, 2005 on his resignation as chief executive officer.

Business Experience:

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

June 2002, Sir John has acted as a managing and founding member of Mercator Management LLC, a

leading fund management company.

Officer and Director Responsibilities and Qualifications:

Sir John is responsible for the overall management of the Company and is 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.

The Company has concluded that Sir John should continue to serve as a director due to the breadth of his

business experience.

Ruairidh Campbell was appointed Chief Executive Officer and director on May 24, 2013 and as Chief

Financial Officer on June 25, 2013. He estimates that he spends approximately 10 percent of his time,

approximately 5 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.

18



Business Experience:

Mr. Campbell brings to his position management skills with a legal and business background

encompassing over 20 years of consultancy experience. He is a member of the California State Bar

Association, earning a Bachelor of Arts in History from the University of Texas at Austin and a Juris

Doctorate from the University of Utah College of Law. He started his legal career as an attorney for

Baker & McKenzie in Cairo, Egypt transitioning to consultancy work in 2001 on the formation of

Orsa & Company. Orsa is dedicated to assisting small public companies navigate the business

environment. Services range from regulatory compliance to managerial duties that include working

with government regulators, business organizations, auditors, accountants, attorneys and quasi-public

governing bodies responsible for everything from public health to public quotation.

Officer and Director Responsibilities and Qualifications:

Mr. Campbell is responsible for the overall management of the Company and is involved in many of

its day-to-day operations, finance and administration. Mr. Campbell is also a member of our audit

committee.

Other Public Company Directorships in the Last Five Years:

Over the past five years Mr. Campbell has been the chief executive officer, chief financial officer,

principal accounting officer and a director for Allied Resources, Inc., a public company involved in oil

and gas exploration and production from June 1998 to present and for Park Vida Group, Inc., a public

company involved in real estate development in the Dominican Republic from December 1999 to

January 2015.

The Company has concluded that Mr. Campbell should continue to serve as a director due his knowledge

of business, regulatory filings and management experience.

Shawn Teigen was appointed as a director on June 25, 2013. 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:

Shawn Teigen has been providing consulting services to early-stage businesses for the past 10 years. He

is a senior, public policy research analyst with the Utah Foundation. He is also the president of an oil and

gas company with operations in Wyoming. Mr. Teigen spent two years in Kazakhstan as a U.S. Peace

Corps volunteer.

Officer and Director Responsibilities and Qualifications:

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

our audit committee.

Mr. Teigen holds a Master of Public Policy and a BS in Management from the University of Utah. He

also serves on the board of directors of certain public-sector and non-profit organizations.

19



Other Public Company Directorships in the Last Five Years:

Over the last five years Mr. Teigen served as a director of Infrastructure Developments Corp., a public

company involved in product distribution from April 2010 to September 2013.

The Company has concluded that Mr. Teigen should continue to serve as a director due to his valuable

and complimentary experience in the management of public companies.

Audit Committee and Audit Committee Financial Expert

Our board of directors has established an audit committee that is comprised of Sir John Baring, Ruairidh

Campbell and Shawn Teigen.

Our board of directors has determined that Ruairidh Campbell qualifies as an “audit committee financial

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

considered “independent” as that term is defined by NASDAQ Marketplace Rule 5605(a)(2).  The

NASDAQ independence definition includes a series of objective tests, such as that the director is not an

employee of the company and has not engaged in various types of business dealings with the company.

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

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

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

be performed by the independent accountants.

The functions of our audit committee are effectively served by our Board of Directors.

Code of Ethics

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

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

year ended December 31, 2006 as an exhibit.

Significant Employees

We do not have any other significant employees, other than 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.

20



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, 2016 all such applicable filing requirements were met.

ITEM 11.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

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

officer and chief financial officer for services rendered. The compensation program for our sole executive

officer is comprised of a consulting fee paid to a related party based on separate services rendered in

connection with maintaining our disclosure obligations with the Commission. We utilize this form of

compensation because we feel that it is adequate to retain and motivate our executive officer at this stage

of our development. Nonetheless, when we develop or acquire an existing business opportunity our

intention in respect to executive compensation would be to compensate Company executives in

accordance with compensatory packages typical of other development stage companies. We do not expect

to rely on any specific formula to determine compensation. Future compensation arrangements for

Company executives will most likely include salaries, stock awards and stock options.

Executive compensation paid to a company controlled by our current chief executive officer and chief

financial officer for the periods ended December 31, 2016, and December 31, 2015, were $9,731 and

$7,894 respectively.

During the year ended December 31, 2016 the Company incurred director’s fees of $1,600 (2015 -

$1,600).

Table

The following table provides summary information for 2016 and 2015 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      Awards

Incentive Plan

Value and

Compensation

Position

($)

($)

Compensation

Nonqualified

($)

($)

($)

Deferred

($)

($)

Compensation

($)

Ruairidh

2016

-

-

-

-

-

-

9,731

9,731

Campbell

CEO, CFO,

2015

-

-

-

-

-

-

7,894

7,894

PAO, and

Director

21



Outstanding Equity Awards as of December 31, 2016

There were no outstanding equity awards as of December 31, 2016 for our named executive officer.

No share purchase options were granted to our named executive officer during our fiscal year ended

December 31, 2016.

Long-Term Incentive Plans

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

directors or executive officers.

Change of Control Agreements

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

Compensation of Directors

The following table summarizes the compensation of our Company directors for the year ended

December 31, 2016:

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

($)

($)

($)

($)

($)

($)

($)

Sir John Baring

800

-

-

-

-

-

800

Shawn Teigen

800

-

-

-

-

-

800

Ruairidh Campbell

-

-

-

-

-

-

-

Employment Agreements

There are no employment agreements with the named executive officer.

22



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 December 31, 2016, 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

Ruairidh Campbell, CEO, CFO, PAO and director

299 S. Main Street, 13th Floor,

-

-

Salt Lake City, Utah  84111

Common Stock

Shawn Teigen, director

299 S. Main Street, 13th Floor,

-

-

Salt Lake City, Utah  84111

Common Stock

Sir John Baring, director

299 S. Main Street, 13th Floor,

14,625

1.4%

Salt Lake City, Utah  84111

Common Stock

All Directors and Executive

14,625

1.4%

Officers as a Group (3 persons)

(1)

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

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

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

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

share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a

person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of

which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is

deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition

rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the

person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on

December 31, 2016. The percentage calculations are based on the aggregate of 1,034,030 shares issued and outstanding as at

December 31, 2016.

Change of Control

The acquisition of CaiE as a wholly owned subsidiary would result in a change in control of the

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

future.

Equity Compensation Plan Information as at December 31, 2016

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

-0-

N/A

150,000

by security holders

Equity compensation plans not

approved by security holders

N/A

N/A

N/A

23



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 inlaws) 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.

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.

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 NASDAQ Marketplace Rule

5605(a)(2)).  The NASDAQ independence definition includes a series of objective tests, such as that the

director is not an employee of the company and has not engaged in various types of business dealings

with the company. The Company has two independent directors under the above definition.

24



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, 2016 and 2015:

Years ended December 31

2016

2015

Audit Fees:

$10,000

$10,000

Audit Related Fees:

$ 4,590

$ 4,590

Tax Fees:

$

-

$

-

All Other Fees:

$

-

$

-

Total:

$14,590

$14,590

Audit Fees

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

annual financial statements and attestation services that are provided in connection with statutory and

regulatory filings or engagements.

Audit-Related Fees

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

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

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

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

associated with our financial reporting.

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

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

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

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

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

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

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

25



PART IV

ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Financial Statements

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

F-1 through F-14, and are included as part of this Form 10-K:

Consolidated financial Statements of the Company for the years ended December 31, 2016 and 2015:

Report of Independent Registered Public Accounting Firm

Consolidated Balance Sheets

Consolidated Statements of Operations and Comprehensive Income

Consolidated Statement of Stockholders’ Deficiency

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 28 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.

26



SIGNATURES

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

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

Arvana Inc.

By:     /s/ Ruairidh Campbell

Ruairidh Campbell, Chief Executive Officer,

Chief Financial Officer, and Principal

Accounting Officer

Date:  April 7, 2017

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

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

By:     /s/ Sir John Baring

Sir John Baring

Director

Date:  April 7, 2017

By:     /s/ Ruairidh Campbell

Ruairidh Campbell

Director

Date:  April 7, 2017

By:     /s/ Shawn Teigen

Shawn Teigen

Director

Date:  April 7, 2017

27



EXHIBIT INDEX

Regulation

S-K Number    Exhibit

2.1

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

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

3.1

Articles of Incorporation(2)

3.2

Bylaws, as amended(2)

3.3

Amendment to Articles of Incorporation  (3)

10.1

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

14.1

Code of Ethics  (5)

31

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

13a-14(a) of the Exchange Act  (6)

32

Certification of Chief Executive Officer and 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.

28



Exhibit 31

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ruairidh Campbell certify that:

1. I have reviewed this report on Form 10-K of Arvana Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to

state a material fact necessary to make the statements made, in light of the circumstances under which

such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this

report, fairly present in all material respects the financial condition, results of operations and cash flows

of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining

disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e) and

internal control over financial reporting (as defined in the Exchange Act Rules 13a-15(f) and 15d-15(f)

for the registrant and have:

a)    Designed such disclosure controls and procedures, or caused such disclosure controls and

procedures to be designed under our supervision, to ensure that material information relating to

the registrant, including its consolidated subsidiaries, is made known to us by others within those

entities, particularly during the period in which this report is being prepared;

b)    Designed such internal control over financial reporting, or caused such internal control over

financial reporting to be designed under our supervision, to provide reasonable assurance

regarding the reliability of financial reporting and the preparation of financial statements for

external purposes in accordance with generally accepted accounting principles;

c)    Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in

this report our conclusions about the effectiveness of the disclosure controls and procedures, as of

the end of the period covered by this report based on such evaluation; and

d)    Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in

the case of an annual report) that has materially affected, or is reasonably likely to materially

affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of

internal control over financial reporting, to the registrant's auditors and the audit committee of the

registrant's board of directors (or persons performing the equivalent functions):

a)    All significant deficiencies and material weaknesses in the design or operation of internal controls

over financial reporting which are reasonably likely to adversely affect the registrant's ability to

record, process, summarize and report financial information; and

b)    Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant's internal controls over financial reporting.

Date: April 7, 2017

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer and Chief Financial Officer



Exhibit 32

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE

SARBANES-OXLEY ACT OF 2002

In connection with the report on Form 10-K of Arvana Inc. for the annual period ended December 31,

2016, as filed with the Securities and Exchange Commission on the date hereof, I, Ruairidh Campbell, do

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

2002, that, to the best of my knowledge and belief:

(1)  This report fully complies with the requirements of section 13(a) or 15(d) of the Securities

Exchange Act of 1934; and

(2)  The information contained in this report fairly represents, in all material respects, the financial

condition of the registrant at the end of the period covered by this report and results of operations

of the registrant for the period covered by this report.

Date: April 7, 2017

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer and Chief Financial Officer

This certification accompanies this report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall

not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant

for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not

be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the

Securities Exchange Act of 1934, as amended (whether made before or after the date of this report),

irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by §906 has been provided to the registrant and will

be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon

request.