10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15D of the Securities Exchange Act of 1934 for the quarterly period ended SEPTEMBER 30, 2018.

☐ Transition 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 incorporation or organization)	(I.R.S. Employer 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)

n/a

(Former name, former address and former fiscal year, if changed since last report)

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 ☒  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 (§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 ☐  No ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company”, and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☐	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

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

Yes ☒  No ☐

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. The number of shares outstanding of the issuer’s common stock, $0.001 par value (the only class of voting stock), at November 19, 2018, was 1,034,030.

1

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION
Item 1.	Financial Statements	3
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	14
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	19
Item 4.	Controls and Procedures	19
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	20
Item 1A.	Risk Factors	20
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	20
Item 3.	Defaults Upon Senior Securities	20
Item 4.	Mine Safety Disclosures	20
Item 5.	Other Information	20
Item 6.	Exhibits	20
Signatures		21

2

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Company,” “we,” “our,” “us,” “it,” and “its” refer to Arvana Inc., a Nevada corporation, unless otherwise indicated. In the opinion of management, the accompanying unaudited condensed 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.

3

Arvana Inc.

Condensed Balance Sheets

(Unaudited) 

	September 30,			December 31,
	2018			2017
ASSETS
Current assets:
Cash	$	257		$	4,730
Total assets	$	257		$	4,730
LIABILITIES AND STOCKHOLDERS' DEFICIENCY
Current liabilities
Accounts payable and accrued liabilities (Note 9)	$	1,027,954		$	1,075,409
Convertible loan (net of discount of $nil and $14,583 respectively) (Note 8)		50,000			50,000
Loans payable to stockholders (Note 3)		590,027			600,651
Loans payable to related party (Note 3)		130,321			131,000
Loans payable (Note 3)		85,525			75,813
Amounts due to related parties (Note 7)		499,338			549,132
Total current liabilities		2,383,165			2,482,005
Stockholders' deficiency
Common stock, $0.001 par value 5,000,000 authorized, 1,034,030 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively		1,034			1,034
Additional paid-in capital		21,225,717			21,225,717
Deficit		(23,606,323	)		(23,700,690	)
		(2,379,572	)		(2,473,939	)
Less: Treasury stock – 2,085 common shares at September 30, 2018 and December 31, 2017, respectively		(3,336	)		(3,336	)
Total stockholders’ deficiency		(2,382,908	)		(2,477,275	)
	$	257		$	4,730

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

4

Arvana Inc.

Condensed Statements of Operations and Comprehensive Loss

(Unaudited)

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2018			2017			2018			2017
Operating expenses
General and administrative		2,657			3,758			9,541			9,138
Professional fees		6,062			3,200			16,275			12,581
Total operating expenses	$	8,719		$	6,958		$	25,816		$	21,719
Loss from operations		(8,719	)		(6,958	)		(25,816	)		(21,719	)
Interest expense (Note 3)		(12,771	)		(17,056	)		(38,555	)		(50,526	)
Foreign exchange gain (loss)		(7,949	)		(47,177	)		44,501			(115,360	)
Gain on sale of subsidiaries (Note 9)		114,237			—			114,237			—
Net income (loss) and comprehensive income (loss)	$	84,798		$	(71,191	)	$	94,367		$	(187,605	)
Per common share information - basic and diluted:
Weighted average shares outstanding		1,034,030			885,130			1,034,030			885,130
Net income (loss) per common shares – basic and diluted	$	0.08		$	(0.08	)	$	0.09		$	(0.21	)

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

5

Arvana Inc.

Condensed Statements of Cash Flows

(Unaudited)

	Nine Months Ended
	September 30,
	2018			2017
Cash flows from operating activities
Net income (loss)	$	94,367		$	(187,605	)
Item not involving cash:
Unrealized foreign exchange		16,773			113,637
Accretion		—			12,501
Gain on sale of subsidiaries (Note 9)		(114,237	)		—
Changes in non-cash working capital:
Accounts payable and accrued liabilities		(6,548	)		30,344
Amounts due to related parties		(4,784	)		5,900
Net cash used in operations		(14,429	)		(25,223	)
Cash flows from investing activities
Cash disposed on sale of subsidiaries		(44	)		—
Net cash used in investing activities		(44	)		—
Cash flows from financing activities
Proceeds of loans payable		10,000			27,800
Net cash provided by financing activities		10,000			27,800
Change in cash		(4,473	)		2,577
Cash, beginning of period		4,730			6,045
Cash, end of period	$	257		$	8,622
Supplementary information
Cash paid for interest	$	—		$	—
Cash paid for income taxes	$	—		$	—

There were no non-cash investing or financing transactions for the nine month periods ended September 30, 2018 and 2017 except the settlement of accounts payable of $23,206 pursuant to the sale of subsidiaries (Note 9).

The accompanying notes are an integral part of these condensed financial stat

6

Arvana Inc.

Notes to Condensed Financial Statements

September 30, 2018

(Unaudited)

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.

The reporting currency and functional currency of the Company is the United States dollar (“US Dollar”) and the accompanying financial statements have been expressed in US Dollars.

These condensed financial statements have been prepared on a going concern basis, which assumes the realization of assets and the settlement of liabilities in the normal course of business. For the nine-month period ended September 30, 2018, the Company recognized net income of $94,367 as a result of a gain on the sale of subsidiaries (Note 9). At September 30, 2018, the Company had a working capital deficiency of $2,382,908. 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.

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 Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the nine months ended September 30, 2018 and 2017 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 interim financial statements and notes appearing in this report should be read in conjunction with our 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, 2017, as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2018. 

7

Arvana Inc.

Notes to Condensed Financial Statements

September 30, 2018

(Unaudited)

2. Summary of Significant Accounting Policies - (continued)

Use of Estimates 

The preparation of 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 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, convertible loan, loans payable and amounts due to related parties - 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, 2018 and December 31, 2017 follows: 

	September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash	$	257	$	257	$	4,730	$	4,730
Accounts payable and accrued liabilities		1,027,954		1,027,954		1,075,409		1,075,409
Convertible loan		50,000		50,000		50,000		50,000
Loans payable to stockholders		590,027		590,027		600,651		600,651
Loans payable to related party		130,321		130,321		131,000		131,000
Loans payable		85,525		85,525		75,813		75,813
Amounts due to related parties	$	499,338	$	499,338	$	549,132	$	549,132

The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2018 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 include situations where there is little, if any, market activity for the asset:

	September 30, 2018		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash	$	257	$	257	$	—	$	—

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

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Arvana Inc.

Notes to Condensed Financial Statements

September 30, 2018

(Unaudited)

2. Summary of Significant Accounting Policies - (continued)

Recent accounting pronouncements

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

New and amended standards adopted by the Company

There were no new and amended standards adopted by the Company for the first time in this reporting period which had a material impact on the Company’s unaudited condensed consolidated interim financial statement except the following:

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 is not presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments were 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 has had only a limited impact on the presentation of the statement of cash flows.

New standards and interpretations not yet adopted by the Company

Several new standards and amendments to standards and interpretations are effective for annual periods beginning after the closing date of this report and have not been applied in preparing these unaudited condensed consolidated interim financial statements:

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 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, which results in an operating lease. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact that the 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 that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

9

Arvana Inc.

Notes to Condensed Financial Statements

September 30, 2018

(Unaudited)

2. Summary of Significant Accounting Policies - (continued)

New standards and interpretations not yet adopted – (continued)

In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2017-11, requiring certain changes to the presentation and disclosures of changes to liability or equity classification of financial instruments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-07, requiring certain changes to nonemployee share-based payment accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

3. Loans Payable 

As of September 30, 2018, the Company had received loans of $590,027 (Euro 225,000; CAD$ 72,300; $273,107) (December 31, 2017 - $600,651: Euro 225,000; CAD$ 72,300; $273,107) from stockholders, loans of $130,321 (CAD$ 27,600; $109,000) (December 31, 2017 – $131,000: CAD$ 27,600; $109,000) from a related party and loans of $85,525 (CAD$ 10,000; $77,800) (December 31, 2017 – $75,813: CAD$ 10,000; $67,800) from unrelated third parties. All of the loans bear interest at 6% per annum except for $37,800 in loans to unrelated third parties which bears interest at 10% per annum. The loans were made in 3 different currencies, Euros, Canadian Dollars and US Dollars. All amounts reflected on these 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 $456,785 and $425,405 is included in accounts payable and accrued liabilities at September 30, 2018, and December 31, 2017, respectively. Interest expense recognized on these loans was $12,771 for the three months ended September 30, 2018, compared to $17,056 for the three months ended September 30, 2017, respectively. Interest expense includes $nil in accretion of the discount on the convertible debt during the three months ended September 30, 2018, compared to $4,167 for the three months ended September 30, 2017. Interest expense recognized on these loans was $38,555 for the nine months ended September 30, 2018, compared to $50,526 for the nine months ended September 30, 2017, respectively. Interest expense includes $nil in accretion of the discount on the convertible debt during the nine months ended September 30, 2018, compared to $12,501 for the nine months ended September 30, 2017. The Company also received a convertible loan of $50,000 from CaiE Food Partnership Ltd. (“CaiE”) 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 matured on March 31, 2018 pursuant to an amending agreement dated November 17, 2017. On March 31, 2018, the Company entered into an amending agreement to extend the maturity date of the convertible loan to March 31, 2019. All other terms remained unchanged. Interest expense recognized on the convertible loan was $1,250 for the three months ended September 30, 2018, compared to $1,250 for the three months ended September 30, 2017. Interest expense recognized on the convertible loan was $3,750 for the nine months ended September 30, 2018, compared to $3,750 for the nine months ended September 30, 2017.

10

Arvana Inc.

Notes to Condensed Financial Statements

September 30, 2018

(Unaudited)

4. Stock Options

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

At September 30, 2018 and December 31, 2017, there were no stock options outstanding. No options were granted, exercised or expired during the period ended September 30, 2018 and during the year ended December 31, 2017.

5. Common stock

During the nine months ended September 30, 2018 and year ended December 31, 2017, the Company had issued nil shares respectively.

6. Segmented Information 

The Company has no reportable segments. 

7. Related Party Transactions and Amounts Due to Related Parties

At September 30, 2018, and December 31, 2017, the Company had amounts due to related parties of $499,338 and $549,132, respectively. This amount includes $136,100 at September 30, 2018, and December 31, 2017, 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.

The Company incurred consulting fees of $8,675 (2017 - $6,181) paid to a company controlled by our chief executive officer during the nine months ended September 30, 2018. A total of $2,663 (2017 - $nil) is included in amounts due to related parties.

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, 2018, our former chief executive officer was owed $268,874 and $268,029 as of December 31, 2017 which are unsecured non-interest-bearing amounts due on demand.

Our former chief financial officer and former director entered into a consulting agreement on a month to month basis that provided 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, 2018, and December 31, 2017, 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 $156,631 (CAD$202,759) of unpaid amounts payable.

11

Arvana Inc.

Notes to Condensed Financial Statements

September 30, 2018

(Unaudited)

7. Related Party Transactions and Amounts Due to Related Parties – (continued) 

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 $130,321 for unsecured amounts bearing 6% interest due on demand loaned to the Company as of September 30, 2018, compared to $131,000 as of December 31, 2017.

Our former chief executive officer and former director entered into a debt assignment agreement effective December 31, 2016, 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 $32,831 for their prior services rendered as officers as at September 30, 2018, compared to $86,133 as of December 31, 2017. As a result of the sale of subsidiaries (Note 9), $51,075 of amounts owed to former officers were eliminated as these amounts were owed by the subsidiaries to said former officers. 

8. Convertible Loan

On May 18, 2016, the Company issued a convertible promissory note (“Convertible Note”) pursuant to which the Company received $50,000 from 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 issuance date, a beneficial conversion feature was recognized as a discount against the convertible note. The Convertible Note accrues interest at a rate equal to 10% per year. During the three months ended September 30, 2018 and 2017, $nil and $4,167 of the discount was amortized as interest expense, respectively. During the nine months ended September 30, 2018 and 2017, $nil and $12,501 of the discount was amortized as interest expense, respectively. Interest expense recognized on this loan was $1,250 for the three months ended September 30, 2018, compared to $1,250 for the three months ended September 30, 2017, respectively. Interest expense recognized on this loan was $3,750 for the nine months ended September 30, 2018, compared to $3,750 for the nine months ended September 30, 2017, respectively. As at September 30, 2018 and December 31, 2017, the balance of the Convertible Note was $50,000. On November 17, 2017, the Company entered into an amending agreement to extend the maturity date to March 31, 2018, all other terms remained unchanged. On March 31, 2018, the Company entered into an amending agreement to extend the maturity date of the Convertible Note to March 31, 2019. All other terms remained unchanged.

12

Arvana Inc.

Notes to Condensed Financial Statements

September 30, 2018

(Unaudited)

9. Sale of subsidiaries

On September 24, 2018, the Company entered into a sale and purchase agreement with Nazleal S.A. (“Nazleal”) to dispose of the Company’s subsidiaries, Arvana Networks Inc., Arvana Participaçōes S.A. and Arvana Comunicações do Brasil S. A. (collectively, the “Subsidiaries”). Under the terms of the agreement, Nazleal purchased the Subsidiaries for €20,000 ($23,206) by executing a settlement and release agreement to extinguish amounts previously payable to Nazleal by the Company. 

Effective September 30, 2018, Nazleal assumed all debts, obligations, and guarantees of the Subsidiaries, which totaled $1,822,152. Of this amount, $1,731,077 was written off (concurrently upon completion of the transaction), as these amounts represented amounts due to the Company from the Subsidiaries (previously eliminated on consolidation). The remaining $91,075 comprised $40,000 in accounts payable (due to arm’s length parties) and $51,075 in amounts due to related parties which were eliminated on completion of the sale.

As at September 30, 2018, the Subsidiaries had total assets of $44 which consisted solely of cash. The net effect of the above transactions resulted in a total gain to the Company of $114,237. 

10. Subsequent Events

The Company evaluated its September 30, 2018, 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 its financial statements except the following:

On October 12, 2018, the Company entered into a securities purchase agreement with Caie pursuant to which the Company issued an additional convertible promissory note to CaiE in the amount of $57,800 due on October 11, 2019, to document $37,800 in loans received by the Company from CaiE prior to September 30, 2018, and an additional $20,000 loan received by the Company on October 12, 2018. The note accrues interest of at annual rate of 10% over the term of the note and is convertible, along with the principal amount, into shares of the Company’s stock at a fixed price of $0.20 per share.

13

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 nine months ended September 30, 2018 and September 30, 2017.

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 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 has loaned the Company $107,800 as of the filing date of this report.

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 is actively pursuing financing to maintain operations. 

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.

14

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 its 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 and nine months ended September 30, 2018, the Company sought additional funding to maintain operations and satisfy continuous public disclosure requirements.

Our operations for the three and nine months ended September 30, 2018, and 2017 are summarized below. 

	Three months Ended September 30, 2018			Three months Ended September 30, 2017			Nine months Ended September 30, 2018			Nine months Ended September 30, 2017
Expenses:
General and administration		(2,657	)		(3,758	)		(9,541	)		(9,138	)
Professional fees		(6,062	)		(3,200	)		(16,275	)		(12,581	)
Interest		(12,771	)		(17,056	)		(38,555	)		(50,526	)
Foreign exchange gain (loss)		(7,949	)		(47,177	)		44,501			(115,360	)
Gain on sale of subsidiaries		114,237			—			114,237			—
Net income (loss) and comprehensive income (loss) for the period	$	84,798		($	71,191	)	$	94,367		($	187,605	)

Net Income/Losses 

Net income for the three months ended September 30, 2018, was $84,798 as compared to a net loss of $71,191 for the three months ended September 30, 2017. The transition from net losses to net income over the three-month period ended September 30, 2018, when compared to the three-month period ended September 30, 2017, can be primarily attributed to the gain on sale of subsidiaries, offset by interest expense, foreign exchange loss, general administrative expenses and professional fees over the comparable three-month periods. The loss on foreign exchange is due to an increase in the value of foreign currencies against the US dollar during the three-month period, the increase of which negatively impacted the cost of those expenses that are payable in foreign currencies. 

Net income for the nine months ended September 30, 2018, was $94,367 as compared to a net loss of $187,605 for the nine months ended September 30, 2017. The transition from net losses to net income over the nine-month period ended September 30, 2018, when compared to the nine-month period ended September 30, 2017, can primarily be attributed to the gain on sale of subsidiaries and foreign exchange gain, offset by interest expense, general administrative expenses and professional fees over the comparable nine month periods. The gain on foreign exchange is due to a decrease in the value of foreign currencies against the US dollar during the nine-month period, the decrease of which positively impacted the cost of those expenses that are payable in foreign currencies.

We did not generate revenue during this period and expect to incur losses over the next twelve months at until such time as we are able to conclude the acquisition or development of a new business opportunity that produces net income. 

15

Capital Expenditures 

The Company expended no amounts on capital expenditures for the nine-month period ended September 30, 2018. 

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. As of September 30, 2018, the Company had a working capital deficit of $2,382,908.

Total assets and current assets as of September 30, 2018, were $257 which consisted solely of cash.

Total liabilities and current liabilities as of September 30, 2018, were $2,383,165 which consisted of accounts payable, convertible loans to an unrelated party, loans payable to related parties and amounts due to related parties. 

Net stockholders' deficit in the Company was $2,382,908 at September 30, 2018.

Cash Used in Operating Activities

Net cash flow used in operating activities for the nine-month period ended September 30, 2018, was $14,429 as compared to $25,223 for the nine-month period ended September 30, 2017. Changes in net cash used in operating activities in the current nine-month period can be attributed primarily to a number of items that are book expense items which do not affect the total amount relative to actual cash used such as unrealized foreign exchange, accretion of convertible debt and gain on sale of subsidiaries. Balance sheet accounts that actually 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 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 operating expenses.

Cash Used in Investing Activities

We expect to use net cash flow in investing activities in connection with the prospective acquisition of CaiE. However, until such time a transaction is concluded, we are without and do not expect to use net cash flows in investing activities.

16

Cash Flows from Financing Activities 

Cash flow provided by financing activities for the nine months ended September 30, 2018, was $10,000 as compared to $17,800 for the nine months ended September 30, 2017. The cash flows provided from financing activities in both comparative nine-month periods can be attributed to loans from CaiE. 

We expect to continue to use cash flow provided by financing activities to maintain operations and acquire CaiE. In the event the prospective acquisition of CaiE is not completed, the Company will seek to identify an alternative business opportunity. 

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 maintain operations and acquire CaiE. The Company secured a convertible loan of $50,000 in 2016, an additional loan of $27,800 in 2017, and two additional loans of $10,000 and $20,000 in 2018 from CaiE. However, the Company has no commitments or arrangements for the funding necessary to complete the prospective acquisition of CaiE. 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. The Company’s inability to obtain sufficient funding to maintain operations would have a material adverse effect 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 September 30, 2018.

The Company had no commitments for future capital expenditures that were material at September 30, 2018.

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 September 30, 2018, 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 operations.

17

Critical Accounting Policies 

In Note 2 to the audited financial statements for the years ended December 31, 2017 and 2016, 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 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 of the Company has expressed an opinion as to the Company’s ability to continue as a going concern as a result of an accumulated deficit of $23,606,323 since inception and negative cash flows from operating activities as of September 30, 2018. 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 intention to acquire CaiE;

• 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.

18

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 September 30, 2018. 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 September 30, 2018, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

19

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.

20

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:	November 19, 2018

21

INDEX TO EXHIBITS

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)
14.1	Code of Ethics (4)
31	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act (5)
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(5)
101.INS	XBRL Instance Document(6)
101.PRE	XBRL Taxonomy Extension Presentation Linkbase(6)
101.LAB	XBRL Taxonomy Extension Label Linkbase(6)
101.DEF	XBRL Taxonomy Extension Label Linkbase(6)
101.CAL	XBRL Taxonomy Extension Label Linkbase(6)
101.SCH	XB RL Taxonomy Extension Label Linkbase(6)

(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 exhibits 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 Annual Report on Form 10-KSB filed with the SEC on April 16, 2007.
(5)	Filed as exhibits to this Periodic Report on Form 10-Q.
(6)	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.

22

EX-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 quarterly report on Form 10-Q 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 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 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 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.           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 control 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 control over financial reporting.

Date: November 19, 2018

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer and Chief Financial Officer

EX-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-Q of Arvana Inc. for the quarterly period ended September 30, 2018, 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)        The 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 the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer and Chief Financial Officer

November 19, 2018

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.

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2018	Nov. 19, 2018
Document and Entity Information:
Entity Registrant Name	ARVANA INC
Document Type	10-Q
Document Period End Date	Sep. 30, 2018
Trading Symbol	avni
Amendment Flag	false
Entity Central Index Key	0001113313
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		1,034,030
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Current Reporting Status	Yes
Document Fiscal Year Focus	2018
Document Fiscal Period Focus	Q3

XML

Condensed Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Current assets:
Cash	$ 257	$ 4,730
Total assets	257	4,730
Current liabilities
Accounts payable and accrued liabilities	1,027,954	1,075,409
Convertible loan (net of discount of $nil and $14,583 respectively (Note 8)	50,000	50,000
Loans payable to stockholders (Note 3)	590,027	600,651
Loans payable to related party (Note 3)	130,321	131,000
Loans payable (Note 3)	85,525	75,813
Amounts due to related parties (Note 3)	499,338	549,132
Total current liabilities	2,383,165	2,482,005
Stockholders' deficiency
Common stock, $0.001 par value 5,000,000 authorized, 1,034,030 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively	1,034	1,034
Additional paid-in capital	21,225,717	21,225,717
Deficit	(23,606,323)	(23,700,690)
Total Stockholders Deficit Before Treasury Stock	(2,379,572)	(2,473,939)
Less: Treasury stock - 2,085 common shares at September 30, 2018 and December 31, 2017, respectively.	(3,336)	(3,336)
Total stockholders' deficiency	(2,382,908)	(2,477,275)
Total liabilities and stockholders' deficit	$ 257	$ 4,730

XML

Condensed Consolidated Balance Sheets (Parenthetical) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Statement of Financial Position [Abstract]
Convertible loan, net of discount		$ 14,583
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	5,000,000	5,000,000
Common stock shares issued	1,034,030	1,034,030
Common stock outstanding	1,034,030	1,034,030
Treasury stock	2,085	2,085

XML

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Operating expenses
General and administrative	$ 2,657	$ 3,758	$ 9,541	$ 9,138
Professional fees	6,062	3,200	16,275	12,581
Total operating expenses	8,719	6,958	25,816	21,719
Loss from operations	(8,719)	(6,958)	(25,816)	(21,719)
Interest expense	(12,771)	(17,056)	(38,555)	(50,526)
Foreign exchange gain (loss)	(7,949)	(47,177)	44,501	(115,360)
Gain on sale of subsidiaries	114,237		114,237
Net income (loss) and comprehensive income (loss)	$ 84,798	$ (71,191)	$ 94,367	$ (187,605)
Per common share information - basic and diluted:
Weighted average shares outstanding	1,034,030	885,130	1,034,030	885,130
Net loss per common share - basic and diluted	$ 0.08	$ (0.08)	$ 0.09	$ (0.21)

XML

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017
Cash flows from operating activities
Net loss	$ 84,798	$ (71,191)	$ 94,367	$ (187,605)
Item not involving cash:
Unrealized foreign exchange			16,773	113,637
Accretion		4,167		12,501
Gain on sale of subsidiaries	(114,237)		(114,237)
Changes in non-cash working capital:
Accounts payable and accrued liabilities			(6,548)	30,344
Amounts due to related parties			(4,784)	5,900
Net cash used in operations			(14,429)	(25,223)
Cash flows from investing activities
Cash disposed on sale of subsidiaries			(44)
Net cash used in investing activities			(44)
Cash flows from financing activities
Proceeds of loans payable			10,000	27,800
Net cash provided by financing activities			10,000	27,800
Change in cash			(4,473)	2,577
Cash, beginning of period			4,730	6,045
Cash, end of period	$ 257	$ 8,622	257	8,622
Supplementary information
Cash paid for interest
Cash paid for income taxes

XML

Note 1: Nature of Business and Ability To Continue As A Going Concern

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Note 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 Company’s name from Turinco, Inc. to Arvana Inc.

The reporting currency and functional currency of the Company is the United States dollar (“US Dollar”) and the accompanying financial statements have been expressed in US Dollars.

These condensed financial statements have been prepared on a going concern basis, which assumes the realization of assets and the settlement of liabilities in the normal course of business. For the nine-month period ended September 30, 2018, the Company recognized net income of $94,367 as a result of a gain on the sale of subsidiaries (Note 9). At September 30, 2018, the Company had a working capital deficiency of $2,382,908. 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.

XML

Note 2: Summary of Significant Accounting Policies

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

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 Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the nine months ended September 30, 2018 and 2017 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 interim financial statements and notes appearing in this report should be read in conjunction with our 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, 2017, as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2018. 

Use of Estimates 

The preparation of 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 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, convertible loan, loans payable and amounts due to related parties - 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, 2018 and December 31, 2017 follows: 

	September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash	$	257	$	257	$	4,730	$	4,730
Accounts payable and accrued liabilities		1,027,954		1,027,954		1,075,409		1,075,409
Convertible loan		50,000		50,000		50,000		50,000
Loans payable to stockholders		590,027		590,027		600,651		600,651
Loans payable to related party		130,321		130,321		131,000		131,000
Loans payable		85,525		85,525		75,813		75,813
Amounts due to related parties	$	499,338	$	499,338	$	549,132	$	549,132

The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2018 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 include situations where there is little, if any, market activity for the asset:

	September 30, 2018		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash	$	257	$	257	$	—	$	—

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

Recent accounting pronouncements

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

New and amended standards adopted by the Company

There were no new and amended standards adopted by the Company for the first time in this reporting period which had a material impact on the Company’s unaudited condensed consolidated interim financial statement except the following:

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 is not presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments were 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 has had only a limited impact on the presentation of the statement of cash flows.

New standards and interpretations not yet adopted by the Company

Several new standards and amendments to standards and interpretations are effective for annual periods beginning after the closing date of this report and have not been applied in preparing these unaudited condensed consolidated interim financial statements:

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 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, which results in an operating lease. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact that the 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 that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2017-11, requiring certain changes to the presentation and disclosures of changes to liability or equity classification of financial instruments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-07, requiring certain changes to nonemployee share-based payment accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.

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Note 3: Loans Payable

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Note 3: Loans Payable

3. Loans Payable 

As of September 30, 2018, the Company had received loans of $590,027 (Euro 225,000; CAD$ 72,300; $273,107) (December 31, 2017 - $600,651: Euro 225,000; CAD$ 72,300; $273,107) from stockholders, loans of $130,321 (CAD$ 27,600; $109,000) (December 31, 2017 – $131,000: CAD$ 27,600; $109,000) from a related party and loans of $85,525 (CAD$ 10,000; $77,800) (December 31, 2017 – $75,813: CAD$ 10,000; $67,800) from unrelated third parties. All of the loans bear interest at 6% per annum except for $37,800 in loans to unrelated third parties which bears interest at 10% per annum. The loans were made in 3 different currencies, Euros, Canadian Dollars and US Dollars. All amounts reflected on these 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 $456,785 and $425,405 is included in accounts payable and accrued liabilities at September 30, 2018, and December 31, 2017, respectively. Interest expense recognized on these loans was $12,771 for the three months ended September 30, 2018, compared to $17,056 for the three months ended September 30, 2017, respectively. Interest expense includes $nil in accretion of the discount on the convertible debt during the three months ended September 30, 2018, compared to $4,167 for the three months ended September 30, 2017. Interest expense recognized on these loans was $38,555 for the nine months ended September 30, 2018, compared to $50,526 for the nine months ended September 30, 2017, respectively. Interest expense includes $nil in accretion of the discount on the convertible debt during the nine months ended September 30, 2018, compared to $12,501 for the nine months ended September 30, 2017. The Company also received a convertible loan of $50,000 from CaiE Food Partnership Ltd. (“CaiE”) 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 matured on March 31, 2018 pursuant to an amending agreement dated November 17, 2017. On March 31, 2018, the Company entered into an amending agreement to extend the maturity date of the convertible loan to March 31, 2019. All other terms remained unchanged. Interest expense recognized on the convertible loan was $1,250 for the three months ended September 30, 2018, compared to $1,250 for the three months ended September 30, 2017. Interest expense recognized on the convertible loan was $3,750 for the nine months ended September 30, 2018, compared to $3,750 for the nine months ended September 30, 2017.

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Note 4: Stock Options

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Note 4: Stock Options

4. Stock Options

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

At September 30, 2018 and December 31, 2017, there were no stock options outstanding. No options were granted, exercised or expired during the period ended September 30, 2018 and during the year ended December 31, 2017.

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Note 5: Common Stock

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Note 5: Common Stock

5. Common stock

During the nine months ended September 30, 2018 and year ended December 31, 2017, the Company had issued nil shares respectively.

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Note 6: Segmented Information

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Note 6: Segmented Information

6. Segmented Information 

The Company has no reportable segments. 

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Note 7: Related Party Transactions and Amounts Due to Related Parties

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Note 7: Related Party Transactions

7. Related Party Transactions and Amounts Due to Related Parties

At September 30, 2018, and December 31, 2017, the Company had amounts due to related parties of $499,338 and $549,132, respectively. This amount includes $136,100 at September 30, 2018, and December 31, 2017, 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.

The Company incurred consulting fees of $8,675 (2017 - $6,181) paid to a company controlled by our chief executive officer during the nine months ended September 30, 2018. A total of $2,663 (2017 - $nil) is included in amounts due to related parties.

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, 2018, our former chief executive officer was owed $268,874 and $268,029 as of December 31, 2017 which are unsecured non-interest-bearing amounts due on demand.

Our former chief financial officer and former director entered into a consulting agreement on a month to month basis that provided 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, 2018, and December 31, 2017, 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 $156,631 (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 $130,321 for unsecured amounts bearing 6% interest due on demand loaned to the Company as of September 30, 2018, compared to $131,000 as of December 31, 2017.

Our former chief executive officer and former director entered into a debt assignment agreement effective December 31, 2016, 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 $32,831 for their prior services rendered as officers as at September 30, 2018, compared to $86,133 as of December 31, 2017. As a result of the sale of subsidiaries (Note 9), $51,075 of amounts owed to former officers were eliminated as these amounts were owed by the subsidiaries to said former officers. 

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Note 8: Convertible Loan

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Note: 8. Convertible Loan

8. Convertible Loan

On May 18, 2016, the Company issued a convertible promissory note (“Convertible Note”) pursuant to which the Company received $50,000 from 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 issuance date, a beneficial conversion feature was recognized as a discount against the convertible note. The Convertible Note accrues interest at a rate equal to 10% per year. During the three months ended September 30, 2018 and 2017, $nil and $4,167 of the discount was amortized as interest expense, respectively. During the nine months ended September 30, 2018 and 2017, $nil and $12,501 of the discount was amortized as interest expense, respectively. Interest expense recognized on this loan was $1,250 for the three months ended September 30, 2018, compared to $1,250 for the three months ended September 30, 2017, respectively. Interest expense recognized on this loan was $3,750 for the nine months ended September 30, 2018, compared to $3,750 for the nine months ended September 30, 2017, respectively. As at September 30, 2018 and December 31, 2017, the balance of the Convertible Note was $50,000. On November 17, 2017, the Company entered into an amending agreement to extend the maturity date to March 31, 2018, all other terms remained unchanged. On March 31, 2018, the Company entered into an amending agreement to extend the maturity date of the Convertible Note to March 31, 2019. All other terms remained unchanged.

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Note 9: Sale of subsidiaries

9 Months Ended

Sep. 30, 2018

Notes to Financial Statements

Sale of subsidiaries

9. Sale of subsidiaries

On September 24, 2018, the Company entered into a sale and purchase agreement with Nazleal S.A. (“Nazleal”) to dispose of the Company’s subsidiaries, Arvana Networks Inc., Arvana Participaçōes S.A. and Arvana Comunicações do Brasil S. A. (collectively, the “Subsidiaries”). Under the terms of the agreement, Nazleal purchased the Subsidiaries for €20,000 ($23,206) by executing a settlement and release agreement to extinguish amounts previously payable to Nazleal by the Company. 

Effective September 30, 2018, Nazleal assumed all debts, obligations, and guarantees of the Subsidiaries, which totaled $1,822,152. Of this amount, $1,731,077 was written off (concurrently upon completion of the transaction), as these amounts represented amounts due to the Company from the Subsidiaries (previously eliminated on consolidation). The remaining $91,075 comprised $40,000 in accounts payable (due to arm’s length parties) and $51,075 in amounts due to related parties which were eliminated on completion of the sale.

As at September 30, 2018, the Subsidiaries had total assets of $44 which consisted solely of cash. The net effect of the above transactions resulted in a total gain to the Company of $114,237. 

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Note 10: Subsequent Events

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Note 9: Subsequent Events

10. Subsequent Events

The Company evaluated its September 30, 2018, 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 its financial statements except the following:

On October 12, 2018, the Company entered into a securities purchase agreement with Caie pursuant to which the Company issued an additional convertible promissory note to CaiE in the amount of $57,800 due on October 11, 2019, to document $37,800 in loans received by the Company from CaiE prior to September 30, 2018, and an additional $20,000 loan received by the Company on October 12, 2018. The note accrues interest of at annual rate of 10% over the term of the note and is convertible, along with the principal amount, into shares of the Company’s stock at a fixed price of $0.20 per share.

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Note 2: Summary of Significant Accounting Policies (Policies)

9 Months Ended

Sep. 30, 2018

Policy Text Block [Abstract]

Basis of presentation

Basis of presentation

The Company is in the process of transacting a business opportunity and has minimal operating levels. The Company’s fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the nine months ended September 30, 2018 and 2017 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 interim financial statements and notes appearing in this report should be read in conjunction with our 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, 2017, as filed with the Securities and Exchange Commission (“SEC”) on April 16, 2018. 

Use of Estimates, Policy

Use of Estimates 

The preparation of 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 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, convertible loan, loans payable and amounts due to related parties - 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, 2018 and December 31, 2017 follows: 

	September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash	$	257	$	257	$	4,730	$	4,730
Accounts payable and accrued liabilities		1,027,954		1,027,954		1,075,409		1,075,409
Convertible loan		50,000		50,000		50,000		50,000
Loans payable to stockholders		590,027		590,027		600,651		600,651
Loans payable to related party		130,321		130,321		131,000		131,000
Loans payable		85,525		85,525		75,813		75,813
Amounts due to related parties	$	499,338	$	499,338	$	549,132	$	549,132

The following table presents information about the assets that are measured at fair value on a recurring basis as of September 30, 2018 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 include situations where there is little, if any, market activity for the asset:

	September 30, 2018		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash	$	257	$	257	$	—	$	—

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

Recent accounting pronouncements

Recent accounting pronouncements

The accounting policies adopted are consistent with those of the previous financial year and corresponding interim reporting period.

New and amended standards adopted by the Company

<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>New and amended standards adopted by the Company</b></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">There were no new and amended standards adopted by the Company for the first time in this reporting period which had a material impact on the Company’s unaudited condensed consolidated interim financial statement except the following:</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">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 is not presented as a separate line item in the operating, investing or financing sections of the cash flow statement. The amendments were 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 has had only a limited impact on the presentation of the statement of cash flows.</p>

New standards and interpretations not yet adopted

<p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0"><b>New standards and interpretations not yet adopted by the Company</b></p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">Several new standards and amendments to standards and interpretations are effective for annual periods beginning after the closing date of this report and have not been applied in preparing these unaudited condensed consolidated interim financial statements:</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">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 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, which results in an operating lease. The standard will become effective for the Company beginning January 1, 2019. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">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 that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In July 2017, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2017-11, requiring certain changes to the presentation and disclosures of changes to liability or equity classification of financial instruments. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p> <p style="font: 10pt Times New Roman, Times, Serif; text-align: justify; margin-right: 0; margin-left: 0">In June 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-07, requiring certain changes to nonemployee share-based payment accounting. The amendments are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The Company is currently assessing the impact that the adoption of this standard will have on its consolidated results of operations, financial condition, cash flows, and financial statement disclosures.</p>

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Note 2: Summary of Significant Accounting Policies (Tables)

9 Months Ended

Sep. 30, 2018

Disclosure Text Block [Abstract]

Estimated fair values

	September 30, 2018				December 31, 2017
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Cash	$	257	$	257	$	4,730	$	4,730
Accounts payable and accrued liabilities		1,027,954		1,027,954		1,075,409		1,075,409
Convertible loan		50,000		50,000		50,000		50,000
Loans payable to stockholders		590,027		590,027		600,651		600,651
Loans payable to related party		130,321		130,321		131,000		131,000
Loans payable		85,525		85,525		75,813		75,813
Amounts due to related parties	$	499,338	$	499,338	$	549,132	$	549,132

Fair Value, Assets Measured on Recurring Basis

	September 30, 2018		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets:
Cash	$	257	$	257	$	—	$	—

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Note 1: Nature of Business and Ability To Continue As A Going (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Disclosure Text Block [Abstract]
Net loss	$ 84,798	$ (71,191)	$ 94,367	$ (187,605)
Working capital deficiency	$ (2,382,908)		$ (2,382,908)		$ (2,477,275)

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Note 2: Summary of Significant Accounting Policies - Estimated Fair Value (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Cash	$ 257	$ 4,730
Accounts payable and accrued liabilities	1,027,954	1,075,409
Convertible loan	50,000	50,000
Amount due to related parties	541,927	549,132
Carrying Amount
Cash	257	4,730
Accounts payable and accrued liabilities	1,027,954	1,075,409
Convertible loan	50,000	50,000
Loans payable to stockholders	590,027	600,651
Loans payable to related party	130,321	131,000
Loans payable	85,525	75,813
Amount due to related parties	499,338	549,132
Fair Value
Cash	257	4,730
Accounts payable and accrued liabilities	1,027,954	1,075,409
Convertible loan	50,000	50,000
Loans payable to stockholders	590,027	600,651
Loans payable to related party	130,321	131,000
Loans payable	85,525	75,813
Amount due to related parties	$ 499,338	$ 549,132

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Note 2: Summary of Significant Accounting Policies - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($)	Sep. 30, 2018	Dec. 31, 2017
Cash	$ 257	$ 4,730
Quoted Prices in Active Markets, Level 1 [Member]
Cash	257
Significant Other Observable Inputs, Level 2 [Member]
Cash
Significant Unobservable Inputs, Level 3 [Member]
Cash

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Note 3: Loan Payable (Details Narrative) - USD ($)		3 Months Ended		9 Months Ended
	Oct. 12, 2018	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017	May 17, 2016
Loans received from stockholders		$ 590,027		$ 590,027		$ 600,651
Loans received from related parties		130,321		130,321		131,000
Loans received from unrelated third parties		85,525		$ 85,525		75,813
Interst rate				6.00%
Accrued interest		456,785		$ 456,785		425,405
Inerest expenses		12,771	$ 17,056	38,555	$ 50,526
Interest expense, accretion discount			4,167		12,501
Convertible Note		50,000		50,000		$ 50,000
CaiE Food Partnership Ltd
Inerest expenses		$ 1,250	$ 1,250	$ 3,750	$ 3,750
Convertible Note							$ 50,000
Common stock, per share price	$ 0.20						$ 0.20
Convertible Note, Interest	10.00%						10.00%
Maturity date	Oct. 11, 2019			Mar. 31, 2019

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Note 7: Related Party Transactions and Amounts Due to Related Parties (Details Narrative) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Dec. 31, 2017
Amounts due to related parties	$ 499,338		$ 549,132
Consulting fees	8,675	$ 6,181
Due to related party	541,927		549,132
Amount owed to former officers eliminated	51,075
Two former directors and a current director
Due to related party	136,100		136,100
Former Chief Executive Officer [Member]
Due to related party	268,874		268,029
Former Chief Financial Officer [Member]
Amount owed for services renderd	58,870		58,870
Former Chief Executive Officer and Former Director [Member]
Due to related party	156,631
Loans payable to third party	130,321		131,000
Former Chief Executive Officer and Former Director (2) [Member]
Due to related party	53,357
Unpaid Loans	100,000
Loans payable to third party	83,357
Former other officer [Member]
Amount owed for services renderd	32,831		86,133
Director [Member]
Amount owed for services renderd	60,000		60,000
Two former director [Member]
Amount owed for services renderd	$ 76,100		$ 76,100

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Note 8: Convertible Loan (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Oct. 12, 2018	Dec. 31, 2017	May 17, 2016
Convertible Note	$ 50,000		$ 50,000			$ 50,000
Inerest expenses	12,771	$ 17,056	38,555	$ 50,526
CaiE Food Partnership Ltd
Amortization of debt discount		4,167		12,501
Convertible Note							$ 50,000
Common stock, per share price					$ 0.20		$ 0.20
Convertible Note, Interest					10.00%		10.00%
Inerest expenses	$ 1,250	$ 1,250	$ 3,750	$ 3,750

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Note 9: Sale of subsidiaries (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2018	Sep. 30, 2017	Sep. 30, 2018	Sep. 30, 2017	Sep. 24, 2018
Notes to Financial Statements
Purchase price of subsidiaries					$ 23,206
Debts assumed by Nazleal	$ 1,822,152		$ 1,822,152
Amount written off	1,731,077		1,731,077
Accounts payable, written off	40,000		40,000
Due to related parties, written off	51,075		51,075
Amount eliminated on completion of the sale	91,075		91,075
Gain on sale of subsidiaries	$ 114,237		114,237
Cash disposed on sale of subsidiaries			$ (44)

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Note 10: Subsequent Events (Details Narrative) - CaiE Food Partnership Ltd - USD ($)		9 Months Ended
	Oct. 12, 2018	Sep. 30, 2018	May 17, 2016
Convertible promissory note	$ 57,800
Maturity date	Oct. 11, 2019	Mar. 31, 2019
Loans received prior	$ 37,800
Additional loan	$ 20,000
Interest	10.00%		10.00%
Convertible price per share	$ 0.20		$ 0.20