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 and nine months ended September 30, 2021and September 30, 2020. Overview The Company was incorporated in the State of Nevadaon June 16, 1977, as " Turinco, Inc." to engage in any legal undertaking. On July 24, 2006, the Company's changed its name from Turinco, Inc.to Arvana Inc.on acquisition of Arvana Networks, Inc., a telecommunications business. We discontinued efforts related to that business as of December 31, 2009. Our present activities are focused on evaluating business opportunities that are sufficient to support operations and increase stockholder value. Our office is located at 299 S. Main Street, 13th Floor, Salt Lake City, Utah84111, and our telephone number is (801) 232-7395. AA Registered Agents, 4869 Nightwood Court, Las Vegas, Nevada89149, is our registered agent in the State of Nevada.
The Company is registered with the Commission and traded on the Pink Sheets Current Information of OTC Markets Group, Inc. on the over-the-counter platform under the symbol “AVNI”.
The Company entered into a non-binding term sheet on
May 21, 2021, with Mr. Alkiviades David and our controlling stockholder with the intention of acquiring a multi-media platform and prospectively other businesses owned or controlled by Mr. David. The term sheet required that our controlling stockholder grant voting control over the Company to Mr. Davidas a pre-condition to his facilitating a transaction. On June 30, 2021, Mr. Davideffectively secured voting control over the Company. Due to a disgreement over the structure of the intended transaction, the Company entered into a recission agreement and mutual release with Mr. Davidon October 26, 2021. The agreement to abandon the intentions of the term sheet included Mr. David'srevocation of the proxies granted to him, which action returned control of the Company to our controlling stockholder, and led to the resignation of two of our directors. On March 17, 2016, we entered into a non-binding memorandum of understanding with CaiE Food Partnership Ltd.("CaiE") for the purpose of acquiring it 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. While CaiE loaned the Company $174,610over nearly five years to sustain operations, it was unable to deliver the information necessary to complete the transaction. On November 11, 2020, CaiE was notified that the Company would no longer pursue the acquisition of its business. Effective April 1, 2021, the Company entered into a debt settlement agreement pursuant to which all amounts due to CaiE were extinguished in exchange for shares of the Company's restricted common stock. 15 Plan of Operation Our present activities are focused on evaluating business opportunities that are sufficient to support operations and increase stockholder value. While this process remains in the discovery phase, the Company will continue to look to its stockholders and creditors for sufficient financial support to sustain operations though we have no assurance that our stockholders or creditors will respond positively to the Company's efforts. Results of Operations During the three and nine months ended September 30, 2021, the Company satisfied periodic public disclosure requirements, continued its search for a suitable business enterprise that might enhance stockholder value and executed a non-binding term sheet with Mr. David.
Transactions for the three and nine months completed
Three months Nine months Three months Ended Nine months Ended Ended September 30, Ended September 30, September 30, 2021 2020 September 30, 2021 2020 Operating Expenses General and administrative $ (4,740 )
$ (12,224 )$ (11,854 ) $ (35,382 )Professional fees (42,798 ) (5,149 ) (64,005 ) (23,105 ) Loss from Operations (47,538 ) (17,373 ) (75,859 ) (58,487 ) Interest expense - (13,318 ) (19,122 ) (39,441 ) Foreign exchange gain (loss) 249 (36,900 ) 6,708 (11,512 ) Other income - - 458,833 - Loss on debt settlements (12,460,079 ) - (12,460,079 ) - Net loss for the period $ (12,507,367 ) $ (67,591 ) $ (12,089,518 ) $ (109,440 )Net Losses Net loss for the three-month period ended September 30, 2021, was $12,507,367as compared to a net loss of $67,591for the three-month prior period ended September 30, 2020. The increase in net loss over the comparative three-month periods can be attributed to loss on debt settlements, and professional fees, offset by a decrease in general administrative expenses, the elimination of interest expense and a foreign exchange gain over the prior comparable three-month period. The loss on debt settlements is due to the settlement values for stock issued that were less than the market value of the stock on the settlement dates, while the increase in professional fees is the result of amounts accrued in the preparation of coincident settlement documentation and in the conduct of requisite due diligence in relation to a prospective acquisition. The elimination of interest expense is the result of the debt settlements, and the transition from foreign exchange loss to foreign exchange gain is due to a decrease in the value of foreign currencies against the US dollar that impacts the cost of expenses paid in foreign currencies. 16 Net loss for the nine-month period ended September 30, 2021, was $12,089,518as compared to net loss of $109,440for the nine-month period ended September 30, 2020. The increase in net loss over the comparative nine-month periods can be attributed to loss on debt settlements, professional fees, and interest expense, offset by other income, a decrease in general administrative expenses, and a foreign exchange gain over the comparable prior nine-month period. The loss on debt settlements is due to the settlement values for stock issued that were less than the market value of the stock on the settlement dates, the increase in professional fees is the result of amounts accrued in the preparation of coincident settlement documentation and in the conduct of requisite due diligence in relation to a prospective acquisition, while the interest expense reflects the expense of debt obligations prior to settlement. Other income is the result of debt forgiveness agreements, and the transition from foreign exchange loss to foreign exchange gain is due to a decrease in the value of foreign currencies against the US dollar that impacts the cost of expenses
paid in foreign currencies. The Company did not generate revenue during either of these periods and expects to continue to incur losses over the next twelve months until such time as it is able to secure a business that generates income. Capital Expenditures
The Company did not spend any amount on capital expenditures for the nine month period ended.
Liquidity and Capital Resources
Since its inception, we have experienced significant changes in terms of liquidity, capital resources and shareholder insufficiency.
The Company had assets of
$19in cash as of September 30, 2021, with a working capital deficit of $74,655, as compared to assets of $4,994in cash as of December 31, 2020, with a working capital deficit of $2,051,060. Stockholders' deficit in the Company was $74,655at September 30, 2021, as compared to a stockholder's deficit of $2,051,060at December 31, 2020.
Cash used in operating activities
Cash flow used in operating activities for the nine-month period ended
September 30, 2021was $21,100as compared to cash flow used of $31,435for the nine-month period ended September 30, 2020. Changes in cash used in operating activities in the current nine-month period can be attributed to a number of book expense items that do not affect the total amount relative to actual cash used, such as unrealized foreign exchange, other income, loss on debt settlements and interest expense. Balance sheet accounts that actually affect cash, but are not income statement related that are added or deducted to arrive at cash used in operating activities, include accounts payable and amounts due to related parties. We expect to continue to use cash flow in operating activities over the next twelve months or until such time as the Company can generate sufficient revenue to offset the cost of operating activities.
Cash used in investing activities
Cash flows used in investing activities during the nine-month periods ended
We do not plan to use cash in investing activities until we are able to reach a definitive deal with a viable business opportunity.
Cash flow from financing activities
Cash flow provided by financing activities for the nine-months ended
September 30, 2021, was $16,325as compared to $30,000for the nine-months ended September 30, 2020. Cash flows provided from financing activities over the comparative nine-month periods are considered loans from CaiE.
We plan to continue to use the cash provided by fundraising activities to maintain our operations.
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
$50,000to maintain operations and conclude a definitive transaction. Until such time, we have no definitive commitments or arrangements for continued financial support. Despite the Company's predicament, existing stockholders remain the most likely prospective sources of funding. The Company's inability to secure funding would have a material adverse effect on its ability to sustain operations.
The Company does not intend to pay cash dividends in the foreseeable future.
The Company does not have any lines of credit or other bank financing arrangements.
The Company has no commitment for future significant capital expenditures.
The Company has no defined benefit plan or contractual commitment with any of its officers or directors.
The Company does not intend to buy or sell any plant or equipment.
The Company does not intend to change the number of employees.
Off-balance sheet provisions
September 30, 2021, 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, revenues, expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders. Future Financings
The Company will continue to depend on debt or equity financing to maintain its operations and secure an appropriate business transaction, although it cannot guarantee that sufficient financing will be obtained.
Critical accounting policies
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