FORWARD LOOKING STATEMENTS
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, 2022, and March 31, 2021.
Overview
The Company was incorporated in the State of Nevada on June 16, 1977, as
"Turinco, Inc." On July 24, 2006, the Company's changed its name to Arvana Inc.
on closing the 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, Utah
84111, and our telephone number is (801) 232-7395. AA Registered Agents, 4869
Nightwood Court, Las Vegas, Nevada 89149, is our registered agent in the State
of Nevada. The Company is registered with the Commission and traded on the OTC
Markets Group, Inc.'s Pink Sheets Current Information over the counter market
platform under the symbol "AVNI."
Company
The Company signed a non-binding term sheet on May 21, 2021, with a prospective
seller and our controlling stockholder with the intention of acquiring a
multi-media platform. The term sheet required that our controlling stockholder
grant voting control over the Company to the prospective seller as a
pre-condition to the seller facilitating the transaction. On June 30, 2021, the
seller effectively secured voting control. Due to disagreement over the
structure of the intended transaction, the Company signed a recission agreement
and mutual release with the seller on October 26, 2021. The agreement to abandon
the intentions of the term sheet included the seller's revocation of the proxies
granted to him, which action reverted voting control to our controlling
stockholder, and led to the resignation of two Company directors, and the
re-appointment of two of our former directors.
On March 17, 2016, we signed a non-binding memorandum of understanding with the
owners of a fresh foods manufacturing and distribution business that was
identified as a prospective acquisition The target loaned the Company $174,610
over nearly five years to sustain our operations but was unable to deliver the
information necessary to complete the transaction. On November 11, 2020, the
target 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 the target were
extinguished in exchange for shares of the Company's restricted common stock.
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Plan of Operation
Our present activities are focused on securing a business ready to support the
attendant obligations and opportunities of being a public company. Management
looks to its stockholders and creditors for sufficient financial support to
sustain operations while this search is underway. We have no assurance that our
stockholders or creditors will respond positively to our efforts.
Results of Operations
During the three months ended March 31, 2022, the Company satisfied periodic
public disclosure requirements while it continued the search for a business
opportunity that might bring value to its stockholders.
Operations for the three months ended March 31, 2022, and 2021, are summarized
in the following table.
Three months Three months
Ended Ended
March 31, 2022 March 31, 2021
Operating Expenses
General and administrative $ (3,292 ) $ (3,360 )
Professional fees (5,344 ) (7,313 )
Loss from Operations
Interest (194 ) (12,299 )
Foreign exchange gain - 20,713
Net income (loss) for the period $ (8,830 ) $ (2,259 )
Net Loss
Net loss for the three months ended March 31, 2022, was $8,830 as compared to
net loss of $2,259 for the three months ended March 31, 2021, an increase of
291%. While general and administrative expenses, professional fees and interest
expenses decreased in the current three-month period, the resultant net increase
in loss can be attributed to the lack of any foreign exchange gain in the period
that offset operating expenses in the prior comparable three-month period. The
gain on foreign exchange in the three-month period ended March 31, 2021, is due
to a decrease in the value of foreign currencies against the US dollar, which
development positively impacts the cost of expenses payable in foreign
currencies.
We did not generate revenue during this period and expect to continue to incur
losses over the next twelve months.
Capital Expenditures
The Company expended no amounts on capital expenditures for the three-month
period ended March 31, 2022.
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Liquidity and Capital Resources
Since inception, we have experienced significant changes in liquidity, capital
resources, and stockholders' deficiency.
The Company had assets of $3,118 in cash as of March 31, 2022, and a working
capital deficit of $110,415, as compared to assets of $3,340 in cash as of
December 31, 2021, and a working capital deficit of $101,585. Net stockholders'
deficit was $110,415 as of March 31, 2022, as compared to a net stockholder's
deficit of $101,585 as of December 31, 2021.
Cash Used in Operating Activities
Net cash flow used in operating activities for the three-month period ended
March 31, 2022, was $222 as compared to net cash flow used in operating
activities of $4,087 for the three-month period ended March 31, 2021. Net cash
used in operating activities in the prior 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 loss and interest expense.
Balance sheet accounts that affect cash but are not income statement related
items that are added or deducted to arrive at net cash used in operating
activities, include accounts payable, accrued liabilities 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 offset the cost of operating activities.
Cash Used in Investing Activities
Net cash used in investing activities for the three-month periods ended March
31, 2022, and March 31, 2021, was $nil.
We do not expect to use net cash in investing activities until such time as the
Company closes on a transaction with a viable business opportunity.
Cash Flows from Financing Activities
Net cash used in financing activities for the three-month periods ended March
31, 2022, and March 31, 2021, was $nil.
We expect to continue to use net cash provided by financing activities to
support operations and close a suitable business acquisition.
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 $50,000 to sustain
operations while seeking a suitable business opportunity. While the Company will
look to its stockholders and creditors to provide debt or equity financing, it
has no definitive commitments or arrangements for financial support. The
Company's inability to secure funding will 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 had no lines of credit or other bank financing arrangements as of
March 31, 2022.
The Company had no commitments for future capital expenditures as of March 31,
2022.
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.
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Off-Balance Sheet Arrangements
As of March 31, 2022, 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.
Critical Accounting Policies
In Note 2 to the audited financial statements for the years ended December 31,
2021, and 2020, 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
accounting principles utilized by it conform to accounting principles generally
accepted in the United States.
The preparation of financial statements requires Company management to make
significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, and expenses. By their nature, these judgments are
subject to an inherent degree of uncertainty. On an on-going basis, the Company
evaluates estimates. The Company bases its estimates on historical experience
and other facts and circumstances that are believed to be reasonable, and the
results form the basis for making judgments about the carrying value of assets
and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.
Going Concern
Management has expressed an opinion as to the Company's ability to continue as a
going concern despite an accumulated deficit of $36,097,802 since inception and
negative cash flows from operating activities as of March 31, 2022. The
Company's ability to continue as a going concern requires that it procure
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 debt financing, converting existing debt into equity, and
otherwise settling outstanding amounts due through agreement with its creditors
or elimination through statutory aging of debts. Management believes that it
will remain a going concern through the methods discussed above pending closure
with a business opportunity that will produce income, though there can be no
assurances that such methods will prove successful.
The likelihood that the Company can continue as a going concern has encountered
additional urgency in response to the COVID-19 virus pandemic that continues to
adversely affect workforces, economies, and financial markets around the world.
The Company can neither predict the duration or magnitude of the virus, nor can
it predict which adverse effects, if any, will impact the plan of operation or
its ability to sustain its business.
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ARVANA INC. 
