Document and Entity Information
Document and Entity Information - USD ($) | 9 Months Ended | ||
Sep. 30, 2016 | Nov. 16, 2016 | Jun. 30, 2015 | |
Document and Entity Information: | |||
Entity Registrant Name | ARVANA INC | ||
Document Type | 10-Q | ||
Document Period End Date | Sep. 30, 2016 | ||
Trading Symbol | avni | ||
Amendment Flag | false | ||
Entity Central Index Key | 1,113,313 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Common Stock, Shares Outstanding | 1,034,030 | ||
Entity Public Float | $ 0 | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Current Reporting Status | Yes | ||
Entity Voluntary Filers | No | ||
Entity Well-known Seasoned Issuer | No | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | Q3 |
ARVANA INC AND SUBSIDIARIES CON
ARVANA INC AND SUBSIDIARIES CONSOLIDATED BALANCE SHEETS PERIOD SEPTEMBER 30TH 2016 AND DECEMBER 31ST 2015 - USD ($) | Sep. 30, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash | $ 10,456 | $ 53 |
Total assets | 10,456 | 53 |
LIABILITIES AND STOCKHOLDERS' DEFICIENCY | ||
Accounts payable and accrued liabilities | 1,069,084 | 1,018,963 |
Other Short-term Borrowings | 50,000 | |
Loans payable stockholders (Note 3) | 631,084 | 619,671 |
Loans payable related party (Note 3) | 30,042 | 28,941 |
Loans payable (Note 3) | 147,624 | 147,225 |
Amounts due to related parties (Note 3) | 447,301 | 434,330 |
Total current liabilities | 2,375,135 | 2,249,130 |
Stockholders' deficiency | ||
Common stock, $0.001 par value 5,000,000 authorized, 885,130 shares issued and outstanding at December 31, 2011, respectively (Note 4) | 885 | 885 |
Additional paid-in capital | 21,166,619 | 21,166,619 |
Deficit | (23,528,847) | (23,413,245) |
Total Stockholders Deficit Before Treasury Stock | (2,361,343) | (2,245,741) |
Less: Treasury stock - 2,085 at December 31, 2012 and 2011, respectively | (3,336) | (3,336) |
Total stockholders' deficiency | (2,364,679) | (2,249,077) |
Total liabilities and stockholders' deficit | $ 10,456 | $ 53 |
Arvana Inc Consolidated Balance
Arvana Inc Consolidated Balance Sheets September 30, 2016 and December 31, 2015 [Parenthetical] - $ / shares | Sep. 30, 2016 | Dec. 31, 2015 |
Condensed Consolidated Balance Sheets Parenthetical | ||
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 5,000,000 | 5,000,000 |
Common stock, shares issued | 885,130 | 885,130 |
Common stock, shares outstanding | 885,130 | 885,130 |
Treasury stock, shares | (3,336) | (3,336) |
ARVANA INC CONSOLIDATED STATEME
ARVANA INC CONSOLIDATED STATEMENTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015 - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Operating expenses | ||||
General and administrative | $ 3,976 | $ 2,926 | $ 12,510 | $ 9,302 |
Fees and Commissions | 3,380 | 5,066 | 12,257 | 13,052 |
Total operating expenses | 7,356 | 7,992 | 24,767 | 22,354 |
Loss from operations | (7,356) | (7,992) | (24,767) | (22,354) |
Interest expense | (12,132) | (12,084) | (36,409) | (36,151) |
Foreign exchange gain | 278 | 47,581 | (54,426) | 144,616 |
Net Income (Loss) Attributable to Parent | $ (19,210) | $ 27,505 | $ (115,602) | $ 86,111 |
Per common share information - basic and diluted: | ||||
Weighted average shares outstanding (in shares) | 885,130 | 885,130 | 885,130 | 885,130 |
Net loss per common share - basic and diluted (in dollars per share) | $ (0.02) | $ 0.03 | $ (0.13) | $ 0.10 |
ARVANA INC CONSOLIDATED STATEM5
ARVANA INC CONSOLIDATED STATEMENTS OF CASH FLOWS NINE MONTHS ENDED SEPTEMBER 30, 2016 AND 2015 - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2016 | Sep. 30, 2015 | Sep. 30, 2016 | Sep. 30, 2015 | |
Cash flows from operating activities | ||||
Net loss | $ (19,210) | $ 27,505 | $ (115,602) | $ 86,111 |
Items not involving cash: | ||||
Unrealized foreign exchange | 53,816 | (142,062) | ||
Changes in non-cash working capital: | ||||
Accounts payable and accrued liabilities | 20,837 | 44,904 | ||
Amounts due to related parties | 1,352 | 1,336 | ||
Net cash used in operations | (39,597) | (9,711) | ||
Cash flows from financing activities | ||||
Proceeds of loans payable stockholders | 10,000 | |||
Proceeds of loans payable related parties | 50,000 | |||
Net cash provided by financing activities | 50,000 | 10,000 | ||
Increase (decrease) in cash | 10,403 | 289 | ||
Cash and Cash Equivalents, at Carrying Value | 53 | 1,876 | ||
Cash and Cash Equivalents, at Carrying Value | $ 10,456 | $ 2,165 | $ 10,456 | $ 2,165 |
1. Nature of Business and Abili
1. Nature of Business and Ability To Continue As A Going Concern | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
1. Nature of Business and Ability To Continue As A Going Concern | 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 Companys name from Turinco, Inc. to Arvana Inc. These condensed consolidated financial statements for the nine month period ended September 30, 2016, include the accounts of the Company and its subsidiary Arvana Networks Inc. (including its wholly-owned subsidiaries, Arvana Participaç es 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 nine month period ended September 30, 2016, the Company recognized a net loss of $115,602 as a result of general administrative expenses and foreign exchange losses. At September 30, 2016, the Company had a working capital deficiency of $2,364,679. These conditions raise substantial doubt about the Companys 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 Companys 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. |
Note 2_ Summary of Significant
Note 2: Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 2: Summary of Significant Accounting Policies | 2. Summary of Significant Accounting Policies Basis of presentation The Company is in the process of transacting a business opportunity and has minimal operating levels. The Companys fiscal year end is December 31. The accompanying condensed interim consolidated financial statements of Arvana Inc. for the nine months ended September 30, 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 Managements 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 (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. The estimated fair values of the Company's financial instruments as of September 30, 2016 and December 31, 2015 follows: September 30, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Cash $10,456 $10,456 $53 $53 Accounts payable and accrued liabilities 1,069,084 1,069,084 1,018,963 1,018,963 Convertible loan 50,000 50,000 - - Loans payable to stockholders Loans payable to related party 631,084 30,042 631,084 30,042 619,671 28,941 619,671 28,941 Loans payable Amounts due to related parties 147,624 447,301 147,624 447,301 147,225 434,330 147,225 434,330 The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 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: September 30 , 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 10,456 $ 10,456 $ $ The fair value of cash is determined through market, observable and corroborated sources. Recent accounting pronouncements In February 2016, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2016-02, Leases (Topic 842). In August 2014, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates (ASU) 2014-15 requiring an entitys management to evaluate whether there are conditions or events, considered in aggregate, that raise substantial doubt about entitys 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 balance sheet. |
Note 3_ Amounts Due To Related
Note 3: Amounts Due To Related Parties and Loans Payable To Stockholders | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 3: Amounts Due To Related Parties and Loans Payable To Stockholders | 3. Amounts Due to Related Parties and Loans Payable to Stockholders From February, 2007, until September 30, 2016, the Company received a number of loans from stockholders, related parties and unrelated third parties. As of September 30, 2016, the Company had received loans of $631,084 (Euro 225,000; CAD$ 72,300; $323,107) (December 31, 2015 - $619,671: Euro 225,000; CAD$ 72,300; $323,107) from stockholders, loans of $30,042 (CAD$ 27,600; $9,000) (December 31, 2015 $28,941: CAD$ 27,600; $9,000) from a related party and loans of $147,624 (CAD$ 10,000; $140,000) (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 $372,900 and $330,536 is included in accounts payable and accrued expenses at September 30, 2016, and December 31, 2015, respectively. Interest expense recognized on these loans was $12,132 and $36,409 for the three and nine months ended September 30, 2016, respectively, compared to $12,084 and $36,151 for the three and nine months ended September 30, 2015, respectively. The Company also received a convertible loan of $50,000 from CaiE Food Partnership Ltd. as per Note 7 below. At September 30, 2016, and December 31, 2015, the Company had amounts due to related parties of $447,301 and $434,330, respectively. This amount includes $136,100 at September 30, 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. |
Note 4_ Common Stock
Note 4: Common Stock | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 4: Common Stock | 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 September 30, 2016 and December 31, 2015, there were no stock options outstanding. No options were granted, exercised or expired during the nine month period ended September 30, 2016 or the year ended December 31, 2015. |
Note 6_ Related Party Transacti
Note 6: Related Party Transactions | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 6: Related Party Transactions | 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 $7,438 (2015 - $6,394) paid to a company controlled by our chief executive officer during the nine months ended September 30, 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 September 30, 2016, our former chief executive officer was owed $64,808 (CAD$83,710) for services rendered as an officer, compared to $63,821 (CAD$83,710) as at December 31, 2015. The amounts owing for past services have been included in the total payable of $169,339 as of September 30, 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 September 30, 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 $154,583 (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 $169,339 for unsecured non-interest bearing amounts due on demand from the Company as of September 30, 2016, compared to $159,979 as of December 31, 2015. Our former chief executive officer and former director is owed $30,042 for unsecured amounts bearing 6% interest due on demand loaned to the Company as of September 30, 2016, compared to $28,941 as of December 31, 2015. Our other former officers are owed a total of $82,992 for their prior services rendered as officers as at September 30, 2016, compared to $79,381 as of December 31, 2015. A director of the Company is owed $60,000 as of September 30, 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 September 30, 2016 and December 31, 2015 for services rendered as directors during 2007. 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 CaiE. The MOU also provides that the Company enter into debt settlement agreements with certain of its existing creditors (see Note 8), whereby the Company will issue shares of its common stock in order to settle certain historical debt. It is anticipated that the shares will be issued at a deemed value of $0.50 per share pursuant to the debt settlement agreements. Concurrently, the Company will increase the number of its authorized common shares, elect a new Board of Directors and change its name to reflect the new business. The MOU further provides that CaiE lend the Company $50,000 on a convertible basis prior to the consummation of the transaction. The terms and conditions of the conversion of this loan have not been agreed, though the intention of each party is that the conversion be effected at the same price as that of Debt Settlement Agreements discussed above. CaiE has loaned the Company $50,000 as of the filing date of this report, which has been accounted for as a liability as at September 30, 2016, but will be reassessed for a beneficial conversion feature once the terms of the loan have been finalized. |
Note 8_ Subsequent Events
Note 8: Subsequent Events | 9 Months Ended |
Sep. 30, 2016 | |
Notes | |
Note 8: Subsequent Events | 8. Subsequent Events On October 25, 2016, the Company entered into a Settlement Agreement and Release dated effective September 30, 2016, in connection with satisfying a debt in the amount of $74,450, comprised of a loan and accrued interest, in exchange for 148,900 shares of the Companys common stock pursuant to the exemptions from registration provided under Section 4(2) and Regulation S of the Securities Act of 1933, as amended (Securities Act). No commissions or fees were paid in connection with this offering. |
Note 2_ Summary of Significan12
Note 2: Summary of Significant Accounting Policies: Use of Estimates, Policy (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
Use of Estimates, Policy | 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. . |
Note 2_ Summary of Significan13
Note 2: Summary of Significant Accounting Policies: G) Financial Instruments (Policies) | 9 Months Ended |
Sep. 30, 2016 | |
Policies | |
G) Financial Instruments | 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 September 30, 2016 and December 31, 2015 follows: September 30, 2016 December 31, 2015 Carrying Amount Fair Value Carrying Amount Fair Value Cash $10,456 $10,456 $53 $53 Accounts payable and accrued liabilities 1,069,084 1,069,084 1,018,963 1,018,963 Convertible loan 50,000 50,000 - - Loans payable to stockholders Loans payable to related party 631,084 30,042 631,084 30,042 619,671 28,941 619,671 28,941 Loans payable Amounts due to related parties 147,624 447,301 147,624 447,301 147,225 434,330 147,225 434,330 The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 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: September 30 , 2016 Quoted Prices in Active Markets (Level 1) Significant Other Observable Inputs (Level 2) Significant Unobservable Inputs (Level 3) Assets: Cash $ 10,456 $ 10,456 $ $ The fair value of cash is determined through market, observable and corroborated sources. |