Converted by EDGARwiz

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



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

quarterly period ended March 31, 2016.

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

transition period from

Commission file number: 0-30695

ARVANA, INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0618509

(State or other jurisdiction of

(I.R.S. Employer

incorporation or organization)

Identification No.)

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

(Address of principal executive offices) (Zip Code)

(801) 232-7395

Registrant’s telephone number, including area code

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or

15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period

that the registrant was required to file such reports), and (2) has been subject to such filing requirements

for the past 90 days. Yes þ No ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate

Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of

Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required

to submit and post such files). Yes ¨ No þ

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

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

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

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

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

Exchange Act). Yes þ No 

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the

latest practicable date. The number of shares outstanding of the registrant’s common stock, $0.001 par

value (the only class of voting stock), at May 20, 2016, was 885,130.

TABLE OF CONTENTS

PART I

Item1.

Financial Statements

Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations 14

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

Item 4.

Controls and Procedures

PART II

Item 1.

Legal Proceedings

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

Item 3.

Management's Discussion and Analysis of Financial Condition and Results of Operations 20

Item 4.

Mine Safety Disclosures

Item 5.

Other Information

Item 6.

Exhibit

Signatures

ITEM 1.

FINANCIAL STATEMENTS

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

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

the accompanying unaudited condensed consolidated financial statements included in this Form 10-Q

reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of

the results of operations for the periods presented. The results of operations for the periods presented are

not necessarily indicative of the results to be expected for the full year.

Arvana Inc.

Condensed Consolidated Balance Sheets

(Unaudited)

(Expressed in US Dollars)

March 31,

December 31,

2016

2015

ASSETS

Current assets:

Cash

20,030

Total assets

20,030

LIABILITIES AND STOCKHOLDERS' DEFICIENCY

Current liabilities

Accounts payable and accrued liabilities

$ 1,070,905

1,018,963

Loans payable to stockholders (Note 3)

635,076

619,671

Loans payable to related party (Note 3)

30,252

28,941

Loans payable (Note 3, 6)

167,700

147,225

Amounts due to related parties (Note 3)

448,616

434,330

Total current liabilities

2,352,549

2,249,130

Stockholders' deficiency

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

885,130 shares issued and outstanding at

March 31, 2016 and December 31, 2015, respectively (Note 4)

885

Additional paid-in capital

21,166,619

Deficit

(23,496,687)

(23,413,245)

(2,329,183)

(2,245,741)

Less: Treasury stock – 2,085 common shares at

March 31, 2016 and December 31, 2015, respectively

(3,336)

Total stockholders’ deficiency

(2,332,519)

(2,249,077)

20,030

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

Arvana Inc.

Condensed Consolidated Statements of Operations

For the Three Months Ended March 31, 2016 and 2015

(Unaudited)

Three Months Ended

March 31,

2016

2015

Operating expenses

General and administrative

2,569 $

5,902

Professional fees

1,775

1,500

Total operating expenses

4,344

7,402

Loss from operations

(4,344)

(7,402)

Interest expense

(12,195)

(11,902)

Foreign exchange gain (loss)

(66,903)

128,696

Net income (loss) and comprehensive

income (loss)

(83,442) $

109,392

Per common share information – basic and

diluted:

Weighted average shares outstanding

885,130

Net income (loss) per common share –

basic and diluted

(0.09) $

0.12

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

Arvana Inc.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(Expressed in US Dollars)

Three Months Ended

March 31,

2016

2015

Cash flows from operating activities

Net income (loss)

(83,442)

109,392

Items not involving cash:

Unrealized foreign exchange

65,972

(125,443)

Changes in non-cash working capital:

Accounts payable and accrued liabilities

16,993

13,779

Amounts due to related parties

454

462

Net cash used in operations

(23)

(1,810)

Cash flows from investing activities

Net cash used in investing activities

Cash flows from financing activities

Proceeds of loans payable stockholders

10,000

Loans corresponding to MOU (Note 7)

20,000

Net cash provided by financing activities

20,000

10,000

Increase in cash

19,977

8,190

Cash , beginning of period

1,876

Cash, end of period

20,030

10,066

Supplementary information

Cash paid for interest

Cash paid for income taxes paid

There were no non-cash investing or financing transactions for the three month periods ended March 31,

2016 and 2015.

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

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2016

(Unaudited)

(Expressed in U.S. Dollars)

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

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

Nevada as Turinco, Inc. on September 16, 1977.On July 24, 2006, the shareholders approved a change of

the Company’s name from Turinco, Inc. to Arvana Inc. These condensed consolidated financial

statements for the three month period ended March 31, 2016, include the accounts of the Company and its

subsidiary Arvana Networks Inc. (including its wholly-owned subsidiaries, Arvana Participaçōes S.A.

and Arvana Comunicações do Brasil S. A.) The Company has ceased all operations in its subsidiary

companies, and has written-off or disposed of all assets in the subsidiary companies, consequently they

are now all considered to be inactive subsidiaries.

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

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

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

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

three month period ended March 31, 2016, the Company recognized a net loss of $83,442 as a result of

general administrative expenses and foreign exchange losses. At March 31, 2016, the Company had a

working capital deficiency of $2,332,519. These conditions raise substantial doubt about the Company’s

ability to continue as a going concern.

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

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

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

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

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

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

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

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2016

(Unaudited)

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies

Basis of presentation

The Company is in the process of evaluating business opportunities and has minimal operating levels.

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

financial statements of Arvana, Inc. for the three months ended March 31, 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-Q and Regulation S-X. Results are not

necessarily indicative of results which may be achieved in the future. Although they are unaudited, in the

opinion of management, they include all adjustments, consisting only of normal recurring items,

necessary for a fair presentation. Results are not necessarily indicative of results which may be achieved

in the future. The condensed consolidated interim financial statements and notes appearing in this report

should be read in conjunction with our consolidated audited financial statements and related notes thereto,

together with Management’s Discussion and Analysis of Financial Condition and Results of Operations,

contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2015, as filed with

the Securities and Exchange Commission (the “SEC”) on April 14, 2016.

Use of Estimates

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

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

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

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

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

temporary tax differences.

Financial instruments

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

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

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

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

due to the short-term nature of the obligations.

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2016

(Unaudited)

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

Financial instruments (continued)

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

2015 follows:

March 31,

December 31,

2016

2015

Carrying

Fair

Carrying

Fair

Amount

Value

Amount

Value

Cash

$20,030

$53

Accounts payable and accrued liabilities

1,070,905

1,018,963

Loans payable to stockholders

635,076

619,671

Loans payable to related party

30,252

28,941

Loans payable

167,700

147,225

Amounts due to related parties

448,616

434,330

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

basis as of March 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

in Active

Observable

Unobservable

March 31,

Markets

Inputs

2016

(Level 1)

(Level 2)

(Level 3)

Assets:

Cash

20,030

—

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

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2016

(Unaudited)

(Expressed in U.S. Dollars)

2. Summary of Significant Accounting Policies (continued)

Recent accounting pronouncements

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 financial statements.

In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates

(ASU) 2014-15 requiring an entity’s management to evaluate whether there are conditions or events,

considered in aggregate, that raise substantial doubt about entity’s ability to continue as a going concern

within one year after the date that the financial statements are issued (or within one year after the date that

the financial statements are available to be issued when applicable). The amendments to (ASU) 2014-15

are effective for the annual period ending after December 15, 2016, 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) 2014-15 will have on its consolidated financial statements.

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2016

(Unaudited)

(Expressed in U.S. Dollars)

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

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

related parties and unrelated third parties. As of March 31, 2016, the Company had received loans of

$635,076 (Euro 225,000; CAD$ 72,300; $323,107) (December 31, 2015 - $619,671: Euro 225,000;

CAD$ 72,300; $323,107) from stockholders, loans of $30,252 (CAD$ 27,600; $9,000) (December 31,

2015 – $28,941: CAD$ 27,600; $9,000) from a related party and loans of $167,700 (CAD$ 10,000; $

160,000) (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 $350,771 and $330,536 is included in accounts payable and

accrued expenses at March 31, 2016, and December 31, 2015, respectively. Interest expense recognized

on these loans was $12,195 for the three months ended March 31, 2016, compared to $11,902 for the

three months ended March 31, 2015. The Company also received a loan of $20,000 from CaiE Food

Partnership Ltd. as per Note 7 below.

At March 31, 2016, and December 31, 2015, the Company had amounts due to related parties of $448,616

and $434,330, respectively. This amount includes $136,100 at March 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. Common stock

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

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

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

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

Vesting terms are determined at the time of grant.

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

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

2015.

5. Segmented Information

The Company has no reportable segments.

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2016

(Unaudited)

(Expressed in U.S. Dollars)

6. Related Party Transactions

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

incurred consulting fees of $275 (2015 - $3,256) paid to a company controlled by our chief executive

officer during the three months ended March 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 March 31, 2016, our former

chief executive officer was owed $64,457 (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 $169,966 as of March 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 March 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 $156,124

(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 $169,966 for unsecured non-interest

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

of December 31, 2015.

Our former chief executive officer and former director is owed $30,252 for unsecured amounts bearing

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

December 31, 2015.

Our other former officers are owed a total of $83,680 for their prior services rendered as officers as at

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

A director of the Company is owed $60,000 as of March 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 March

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

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

March 31, 2016

(Unaudited)

(Expressed in U.S. Dollars)

7. Memorandum of Understanding

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. The MOU anticipates that the Company will issue, subject to shareholder approval, a fully

diluted 67% interest in its common stock in exchange for the securities of CaiE. The MOU further

provides that CaiE lend the Company $50,000 on a convertible basis prior to the consummation of the

transaction. CaiE has loaned the Company $50,000 as of the filing date of this report, on terms yet to be

determined.

8. Subsequent Events

The Company evaluated its March 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.

Item 2.

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

Operations.

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

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

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

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

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

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

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

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

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

information presented herein is based on the three months ended March 31, 2016 and March 31, 2015.

Overview

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 the

securities of 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 $50,000 as of the filing date of this report, under terms not yet

determined.

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

currently evaluating potential businesses pending the anticipated transaction with CaiE.

Our Plan of Operation

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 three months ended March 31, 2016, the Company (i) entered into a non-binding MOU with

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

Our operations for the three months ended March 31, 2016 and 2015 are summarized below.

Three months

Ended

March 31, 2016 March 31, 2015

Expenses:

General and administration

($2,569)

($5,902)

Professional fees

(1,775)

(1,500)

Interest

(12,195)

(11,902)

Foreign exchange gain (loss)

(66,903)

128,696

Net income (loss) and

comprehensive income (loss) for

the period

($83,442)

$109,392

Net Income (loss)

Net loss for the three months ended March 31, 2016 was $83,442 as compared to net income of $109,392

for the three months ended March 31, 2015. The transition to net losses over the three month periods

ended March 31, 2016, can be primarily attributed to the loss on unrealized foreign exchange. The loss on

unrealized foreign exchange is due to an increase in the value of foreign currencies against the US dollar,

which increase has negatively impacted the cost of those liabilities 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 prior 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 three month period ended March 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’ deficiency.

The Company had current and total assets of $20,030 as of March 31, 2016, consisting solely of cash and

a working capital deficit of $2,332,519, 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' deficiency

in the Company was $2,332,519 at March 31, 2016, as compared to a net stockholder’s deficiency 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 three month period ended March 31, 2016 was $23 as

compared to $1,810 for the three month period ended March 31, 2015, which differences reflect the

comparative changes in unrealized foreign exchange and changes in working capital in the current period.

Net cash flow used in operating activities in the prior period can also be primarily attributed to general

and administrative expenses, and changes in working capital. General and administrative expenses

include but are not limited to, personnel costs, accounting fees and consulting 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 revenue to offset expenses in order 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 development or

acquisition of a suitable business opportunity. However, until such time as such anopportunity is

concluded, we do not expect to use net cash flows in investing activities.

Cash Flows from Financing Activities

Cash flow provided by financing activities for the three months ended March 31, 2016, increased to

$20,000 as compared to $10,000 for the three months ended March 31, 2015. The increase in cash flow

provided from financing activities over the comparative three month periods can be attributed to the 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 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 we will need at least $50,000 to maintain operations. The Company has secured a non-binding

commitment from CaiE to loan it $50,000 to maintain operations and undertake the acquisition detailed in

the MOU. The Company’s shareholders remain the most likely source of new funding in the form of

loans or equity placements though none have made any commitment for future investment and the

Company has no agreement formal or otherwise. The Company’s inability to obtain sufficient funding to

maintain operations will have a material adverse affect on its ability to fulfill its plan of operation.

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

The Company had no lines of credit or other bank financing arrangements as of March 31, 2016.

The Company had no commitments for future capital expenditures that were material at March 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 March 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, 2015 and

2014, 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 $23,496,687 since inception and negative cash flows

from operating activities as of March 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.

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

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

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

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

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

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

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

§ our anticipated financial performance and business plan;

§ the sufficiency of existing capital resources;

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

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

§ the volatility of the stock market and;

§ general economic conditions.

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

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

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

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

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

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

Stock-Based Compensation

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

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

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

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

instruments.

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

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

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

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

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

provider of goods or services.

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4.

Controls and Procedures

Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the

Company’s management, with the participation of the chief executive officer and the acting 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 March

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 ineffective 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.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of

the Exchange Act) during the quarter ended March 31, 2016, that materially affected, or are reasonably

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

PART II

Item 1.

Legal Proceedings.

None.

Item 1A.

Risk Factors

Not required.

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3.

Defaults Upon Senior Securities

None.

Item 4.

Mine Safety Disclosures

Not applicable.

Item 5.

Other Information

None.

Item 6.

Exhibits

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

22 of this Form 10-Q, and are incorporated herein by this reference.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this

report to be signed on its behalf by the undersigned thereunto duly authorized.

ARVANA INC.

By: /s/ Ruairidh Campbell

Ruairidh Campbell, Chief Executive Officer,

Chief Financial Officer and Principal

Accounting Officer

Date: May 20, 2016

INDEX TO EXHIBITS

Regulation

S-K

Exhibit

Number

2.1

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

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

3.1

Articles of Incorporation⁽²⁾

3.2

Bylaws, as amended⁽²⁾

3.3

Amendment to Articles of Incorporation⁽³⁾

10.1

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

14.1

Code of Ethics⁽⁵⁾

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-

14(a) of the Exchange Act⁽⁶⁾

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.