UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY QUARTERLY REPORT PURSUANT TO SECTION 13 or 15D of the Securities Exchange Act of 1934 for the quarterly period ended March 31,SEPTEMBER 30, 2021.

☐ 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)

299 S. Main Street, 13th Floor, Salt Lake City, Utah84111

(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.

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 May 17,November 19, 2021, was 4,610,670.34,148,518.

TABLE OF CONTENTS

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.

Arvana Inc.

Condensed interimInterim Balance Sheets

(Unaudited) 

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

Arvana Inc.

Condensed interimInterim Statements of Operations and Comprehensive Income (Loss)Loss

(Unaudited)

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

Arvana Inc,Inc.

Condensed interimInterim Statements of Cash Flows

(Unaudited) 

Arvana Inc.

Supplemental Disclosure of Cash Flow Information

(Unaudited)

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

Arvana Inc.

Supplemental Disclosure of Cash Flow Information

(Unaudited)

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

Arvana Inc.

Statements of Stockholders’Stockholders' Deficiency

(Unaudited)

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

Arvana Inc.

Notes to Condensed Interim Financial Statements

September 30, 2021

(Unaudited)

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

The Company was incorporated in the State of Nevada as Turinco, Inc. on SeptemberJune 16, 1977, with authorized common stock of 2,500 shares par value $0.25. In 1998, authorized common stock was increased to 100,000,000 shares par value $0.001 followed by a forward common stock split of eight shares for each outstanding share. In 2005, the Company completed another forward common stock split of nine shares for each outstanding share. Onas “Turinco, Inc.”, and on July 24, 2006, stockholders approved achanged its name change from Turinco, Inc. to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of December 31, 2009. The Company is presently focused on evaluating business opportunities for merger or acquisition sufficient to support operations and increase stockholder value.

We entered into a non-binding memorandum of understanding on March 17, 2016, with the intent of acquiring a fresh food manufacturer and distributor. On September 30, 2010, a reverse split of one share for twenty shares decreased authorized capital stock to 5,000,000 common shares par value $0.001. On March 15, 2021,November 11, 2020, we notified the acquisition target that the Company increasedwas no longer interested in pursuing the acquisition of its authorized share capitalbusiness given the delays attendant to 500,000,000 common shares par value $0.001.the prospective transaction.

On March 17, 2016,May 21, 2021, the Company entered into a non-binding Memorandum of Understanding (“MOU”)term sheet with CaiE Food Partnership Ltd. (“CaiE”) for the purposeintention of acquiring ita multi-media platform and prospectively other businesses. The term sheet required that the owner of the acquisition target first secure voting control of the Company as pre-condition to his facilitating a wholly-owned subsidiary. CaiE is intransaction. The owner effectively secured voting control on June 30, 2021. On October 26, 2021, the business of manufacturing and distributing fresh Dim Sum food products from a facility based in Sparks, Nevada. The MOU required CaiE to provide audited financial statements and a business plan as conditions precedent to enteringCompany entered into a binding agreement. CaiE has not satisfiedrecission agreement and mutual release with the conditions necessary for usowner of the intended acquisition due to move forward. On November 11, 2020,being unable to agree on the Company notified CaiE that it was no longer interested in acquiring its business givenstructure of the delays in obtaining its audited financial statements.prospective transaction.

These condensed interim 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 three-monthnine-month period ended March 31,September 30, 2021, the Company recognized a net loss of $2,259 as a result of general administrative expenses, professional fees and interest expenses offset by a foreign exchange gain. The Company hadrealized a working capital deficiency, of $2,053,319 as of March 31, 2021. These conditions raisewhich deficiency raises substantial doubt about the Company’sits ability to continue as a going concern.

The World Health Organization declared coronavirus COVID-19 a global pandemic in March 2020. COVID-19 is a contagious disease that continues to spread adversely affecting workforces, economies, and financial markets globally, which affects will likely result in an economic downturn. The Company cannot predict the duration or magnitude of the adverse results connectedwill continue to COVID-19, nor can it predict the effect, if any, COVID-19 will have on the Company’s search to identify a business opportunity or its ability to attract sufficient capital to sustain operations.

The Company’s present intention is to identify, evaluate and secure a business opportunity to create value for its stockholders. During this search the Company will require continued financial support from stockholders and creditors until it is able to generate netits own cash flow from operations. While the Company is confident that a business opportunity will be identified, the insufficiency of our financial resources casts substantial doubt on whether it will be able to fulfill this objective.

Failure to obtain the ongoing support of stockholders and creditors may indicate that the preparation of these financial statements on a going concern basis is inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. The Company’s financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty.

Arvana Inc.

Notes to Condensed Interim Financial Statements

September 30, 2021

(Unaudited) 

2. Summary of Significant Accounting Policies

a) Basis of presentation

The Company is in the process of evaluating business opportunities and has minimal operating expenses. The Company’sOur fiscal year end is December 31. The accompanying condensed interim financial statements of Arvana Inc. for the three and nine months ended March 31,September 30, 2021 and 2020, 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. 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, 2020, as filed with the Securities and Exchange Commission (“SEC”Commission”) on April 9, 2021. Results are not necessarily indicative of those which may be achieved in future periods.

b) 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 unrecognized deductible temporary tax differences.

c) Financial instruments

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values:

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

Accounts payable and accrued liabilities, 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 March 31,September 30, 2021 and December 31, 2020 are as follows:

Arvana Inc.

Notes to Condensed Interim Financial Statements

September 30, 2021

(Unaudited)

2. Summary of Significant Accounting Policies (continued)

c) Financial instruments (continued)

The following table presents information about the assets that are measured at fair value on a recurring basis as of March 31,September 30, 2021, and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value. In general, fair values determined by Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets. Fair values determined by Level 2 inputs utilize data points that are observable such as quoted prices, interest rates and yield curves. Fair values determined by Level 3 inputs are unobservable data points for the asset or liability, and included situations where there is little, if any, market activity for the asset:

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

d) Recent accounting pronouncements

New and amended standards adopted by the Company

The following new and amended standards were adopted by the Company for the first time in this reporting period.

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. In November 2018, the FASB issued ASU 2018-19 to clarify certain aspects of the new current expected credit losses impairment model in ASU 2016-13. ASU 2018-19 points out that operating lease receivables are within the scope of ASC 842 rather than ASC 326. The standard became effective for the Company beginning January 1, 2020. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Updates ASU 2018-13, which changes the fair value measurement disclosure requirements of ASC 820. The standard became effective for the Company beginning January 1, 2020. The amendments in this ASU are the result of a broader disclosure project called FASB Concepts Statement, Conceptual Framework for Financial Reporting — Chapter 8: Notes to Financial Statements. The adoption of this standard did not have a material impact on the Company’s results of operations, financial condition, cash flows, and financial statement disclosures.

Arvana Inc.

Notes to Condensed Interim Financial Statements

September 30, 2021

(Unaudited)

3. Loans Payable

As of March 31,September 30, 2021, the Company had received loans outstanding of $511,372 (€225,000; CAD$ 60,000; $199,600)$nil 0 (December 31, 2020 - $522,552:$522,552: €225,000; CAD$ 60,000; $199,600) from stockholders; loans of $130,948 (CAD$ 27,600; $109,000)$200 (December 31, 2020 – $130,677:$130,677: CAD$ 27,600; $109,000) from a related party and loans of $74,762 (CAD$ 10,000; $66,810)$nil 0 (December 31, 2020 – $74,664:$74,664: CAD$ 10,000; $66,810) from unrelated third parties. LoansThe majority of $76,810 arethe historical loans bore interest at 6% per annum while $92,935 of the loans were non-interest bearing. All other loans bear interest at 6% per annum. The historical 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 $518,634$nil 0 and $515,263 $515,263 is included in accounts payable and accrued expenses at March 31,September 30, 2021 and December 31, 2020, respectively. Interest expense recognized on these loans was $9,604$nil 0 for the three months ended March 31,September 30, 2021, compared to $10,301 $10,623 for the three months ended March 31,September 30, 2020, respectively. Interest expense recognized on these loans was $16,427 for the nine months ended September 30, 2021, compared to $31,356 for the nine months ended September 30, 2020, respectively.

On March 30, 2020, loans of $60,000$60,000 and corresponding accrued interest of $37,104$37,104 were settled by the issuance of 971,040 common shares pursuant to three debt settlement agreements dated March 3, 2020, March 4, 2020 and March 4, 2020. The2020, respectively.

During the period ended September 30, 2021, the Company recordedextinguished $50,000 in loans payable to stockholders and corresponding accrued interest of $38,945.

On July 23, 2021, loans payable to stockholders of $480,960, and $74,762, respectively, loans payable to a lossrelated party of $130,947, accrued interest of $361,283 on loans payable to stockholders, and accrued interest of $89,124 on loans payable to a related party were settled by the issuance of 21,127,123 common shares pursuant to three debt settlement agreements dated April 1, 2021, and five debt settlement agreements dated June 30, 2021.

On July 23, 2021, accounts payable and accrued liabilities of $262,056 were settled by the issuance of 6,551,392 common shares pursuant to two debt of $19,421.settlement agreements dated June 30, 2021.

4. Stock Options

At March 31,September 30, 2021, and December 31, 2020, there were no0 stock options outstanding. NoNaN options were granted, exercised or expired during the period ended March 31,September 30, 2021 and during the year ended December 31, 2020.

5. Common stock

During the threenine months ended March 31,September 30, 2021, the Company issued nil shares. 29,537,848 shares of its restricted common stock with a fair value of $14,065,923 to settle $662,251 in accounts payable and accrued liabilities, $107,800 in convertible loans, $480,960 in loans payable to stockholders, $130,947 in loans payable to related party, $74,762 in loans payable, and $149,124 in amounts due to related parties (Notes 3, 7, 8, 10).

During the threenine months ended March 31,September 30, 2020, the Company issued 971,040 shares of its common stock valued at $0.10$0.10 a share to settle $60,000$60,000 in loans and $37,104$37,104 in interest (Note 3). During the year ended December 31, 2020, the Company had issued 3,576,6403,576,640 common shares.

6. Segmented Information

The Company has no reportable segments.

Arvana Inc.

Notes to Condensed Interim Financial Statements

September 30, 2021

(Unaudited)

6. Segmented Information

The Company has no reportable segments.

7. Related Party Transactions and Amounts Due to Related Parties

At March 31,September 30, 2021, and December 31, 2020, the Company had amounts due to related parties of $357,983$35,298 and $352,651,$352,651, respectively. This amount includes $60,000 at March 31, 2021, and December 31, 2020, payable to 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 $4,569 (March 21, 2020 - $6,913) paid to aA company controlled by our chief executive officer was owed $35,298 at September 30, 2021, and $3,487 at December 31, 2020. The amount due bears no interest, is unsecured, and hs no fixed terms for repayment. The Company incurred consulting fees of $55,461 (2020 - $11,888) to that company during the threenine months ended March 31,September 30, 2021.

A former chief executive officerdirector was owed $nil 0 at September 30, 2021, and director entered into a consulting arrangement that provided for a monthly fee of CAD $5,000, which amounts were accrued and are unpaid through the termination date on May 24, 2013. As of March 31, 2021, and$60,000 at December 31, 2020, our former chief executive officerfor services rendered during 2007, that was owed $293,176 and $289,164, respectively. The amounts due are unsecured and non-interest bearing, duesettled on demand.July 23, 2021 by the issuance of 1,500,000 common shares with a fair value of $714,300 resulting in a loss on debt settlement of $654,300, pursuant to a debt settlement agreement dated effective June 30, 2021.

A former chief executive officerdirector and director assigned to a related corporation unpaid amounts of $161,234 (CAD $202,759) as of March 31, 2021 as per a debt assignment agreement effective January 1, 2012.

A former chief executive officer and director isentities were owed for unsecured amounts bearing 6% interest due on demand along with corresponding accrued interest payable that remains outstanding as of March 31,$nil 0 at September 30, 2021, and $579,088 at December 31, 2020 as indicated below.

A former chief executive officerfor loans, services rendered, accrued interest, and director is owed $130,948 for unsecured loans bearing 6% interest due on demand as of March 31, 2021, compared to $130,677 as of December 31, 2020. Total interest expense of $89,124 (2020 - $80,013) is included in accounts payable and accrued liabilitiesliabilities.

During the period ended September 30, 2021, $220,071 ($130,947 in loans payable to related party and $89,124 in accrued interest on loans) was settled on July 23, 2021 by the issuance of 436,492 shares with a fair value of $207,857 resulting in a gain on debt settlement of $12,213, pursuant to a debt settlement agreement dated April 1, 2021

During the period ended September 30, 2021, amounts due to the the former director and related entities of $369,888 (2020 - $Nil 0) were forgiven pursuant to two debt forgiveness agreements dated June 30, 2021, that forgave $206,302 (Note 9) and $163,586 (Note 9) respectively recorded as at March 31, 2021.other income.

Arvana Inc.

Notes to Condensed Interim Financial Statements

September 30, 2021

(Unaudited)

8. Convertible Loans

On May 18, 2016, the Company issued a convertible promissory note to CaiE that accrues 10%accrued 10% per annum, in exchange for $50,000,$50,000, initially due on November 17, 2017. The note iswas convertible into the Company’s common stock, in whole or in part, at any time prior to maturity at the option of the holder, at $0.20$0.20 per share. Since the conversion price was lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against the debt. The maturity date of the note was extended by amendment, to March 31, 2021, while all other terms of the note remainremained unchanged. The Company reached outand CaiE agreed to CaiEa debt settlement agreement to extendextinguish these loans and accrued interest by the maturity dateissuance of the convertible promissory note but no action to do so was agreed.common shares. During the three and nine months ended March 31,September 30, 2021 and 2020, no0 discount was amortized as interest expense. Interest expense while the interest expenserecognized on the notethis loan was $1,250$nil 0 for the periodthree months ended March 31,September 30, 2021, and $1,250compared to $1,250 for the periodthree months ended March 31,September 30, 2020. Interest expense recognized on this loan was $1,250 for the nine months ended September 30, 2021, compared to $3,750 for the nine months ended September 30, 2020. As at March 31,September 30, 2021, and December 31, 2020, the balance of the note was $50,000.$nil 0 and $50,000, respectively.

On October 12, 2018, the Company issued a convertible note to CaiE that accrues 10%accrued 10% per annum, in exchange for a series of loans that totaled $57,800$57,800 initially due on October 11, 2019. The note iswas convertible into the Company’s common stock, in whole or in part, at any time prior to maturity at the option of the holder at $0.20$0.20 per share. Since the conversion price was lower than the closing share price on the issuance date, a beneficial conversion feature was recognized as a discount against the debt. The maturity date of the note has beenwas extended by amendment, to March 31, 2021, while all other terms of the note remainremained unchanged. The Company reached outand CaiE agreed to CaiEa debt settlement agreement to extendextinguish these loans and accrued interest by the maturity dateissuance of the convertible promissory note but no action to do so was agreed.common shares. During the three months ended March 31,September 30, 2021 and 2020, $nil 0and $nil$14,450 of the discount was amortized as interest expense whileand during the nine months ended September 30, 2021 and 2020, $nil 0 and $43,350 of the discount was amortized as interest expense. Interest expense recognized on the notethis loan was $1,445$nil 0 for the periodthree months ended March 31,September 30, 2021, and $1,445compared to $1,445 for the periodthree months ended March 31,September 30, 2020. Interest expense recognized on this loan was $1,445 for the nine months ended September 30, 2021, compared to $4,335 for the nine months ended September 30, 2020. As at March 31,September 30, 2021 and December 31, 2020, the balance of the note was $57,800.$nil 0 and $57,800, respectively.

On July 23, 2021, CaiE settled a total of $146,712 corresponding to convertible loans of $107,800, and accrued interest on convertible loans of $38,912 by the issuance of 359,333 common shares pursuant to a debt settlement agreement dated April 1, 2021.

9. Subsequent EventsOther Income

The Company evaluated its March 31,During the period ended September 30, 2021, financial statements for subsequent events through the date the financial statements were issued and is aware of subsequent events that would require recognition or disclosure in its financial statements as provided below:

On April 14, 2021, an entity owned and controlled by our chief executive officer, received payment from a stockholder of the Company recognized other income in the amount of $5,750, for services rendered by that entity for the Company.

On April 1, 2021, the Company entered into a credit agreement with one$458,833 corresponding to: (1) debt forgiveness of its stockholders to secure funds to maintain operations. A loan of $10,360 was received pursuant to this agreement on April 7, 2021, and a credit note$206,302 included in even amount was provided to the lender.

On April 1, 2021, convertible promissory notes issued by the Company to CaiE Foods in exchange for the aggregate principal amount of $107,800 were in default given that amounts due were not paid or converted into equity, at the option of CaiE Foods, on maturity. The Company intends to settle all amounts due to CaiE Foods as partrelated parties (Note 7); (2) debt forgiveness of a comprehensive settlement.$163,586 included in accounts payable and accrued liabilities (Note 7); and (3) extinguishment of $88,945 (Note 3) in loans and accrued interest expense.

On April 1, 2021, the amendment to the Company’s articles of incorporation in order to increase authorized share capital, filed on March 15, 2021, with the Nevada Secretary of State, was made effective.

Item 2.  Management's Discussion and Analysis of Financial Condition and Results of Operations.

FORWARD LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Conditionbelow. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31. All information presented herein is based on the three and nine months ended March 31,September 30, 2021 and March 31,September 30, 2020.

Overview

The Company was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.” to engage in any legal undertaking. On July 24, 2006, the Company’s changed its name was changed from Turinco, Inc. to Arvana Inc. to reflect theon acquisition of Arvana Networks, Inc., a telecommunications business. We discontinued efforts related to our telecommunicationsthat business as of December 31, 2009. We have since been in the process of seekingOur present activities are focused on evaluating business opportunities that might enhanceare sufficient to support operations and increase stockholder value.

Our office is located at 299 S. Main Street, 13th Floor, Salt Lake City, Utah 84111, and our telephone number is (801) 232-7395. AA Registered Agents, 4869 Nightwood Ct,Court, Las Vegas, Nevada 89149, is our registered agent.agent in the State of Nevada.

The Company currently is registered with the Commission and traded on the OTC Markets Group, Inc.’s Pink Sheets Current Information over the counter market platform under the symbol “AVNI.”

Company

The Company entered into a non-binding term sheet on May 21, 2021, with Mr. Alkiviades David and our controlling stockholder with the intention of acquiring a multi-media platform and prospectively other businesses owned or controlled by Mr. David. The term sheet required that our controlling stockholder grant voting control over the Company to Mr. David as a pre-condition to his facilitating a transaction. On June 30, 2021, Mr. David effectively secured voting control over the Company. Due to a disgreement over the structure of the intended transaction, the Company entered into a recission agreement and mutual release with Mr. David on October 26, 2021. The agreement to abandon the intentions of the term sheet included Mr. David’s revocation of the proxies granted to him, which action returned control of the Company to our controlling stockholder, and led to the resignation of two of our directors.

On March 17, 2016, we entered into a non-binding Memorandummemorandum of Understanding (“MOU”)understanding with CaiE Food Partnership Ltd. (“CaiE”) for the purpose of acquiring it as a wholly-owned subsidiary. CaiE is in the business of manufacturing and distributing fresh Dim Sum food products from a facility based in Sparks, Nevada. While CaiE loaned the Company $174,610 over nearly five years to sustain operations, it was unable to deliver the information necessary to complete the transaction despite constant assurances to the contrary.transaction. On November 11, 2020, CaiE was notified that the Company waswould no longer interested in pursuingpursue the acquisition of its business. The constant delay has negatively affected our business prospects and placed an untenable burden on our stockholders. We expectEffective April 1, 2021, the Company entered into a debt settlement agreement pursuant to settlewhich all amounts due to CaiE were extinguished in exchange for shares of ourthe Company’s restricted common stock.

Plan of Operation

Our present activities are focused on securing aevaluating business readyopportunities that are sufficient to support operations and increase stockholder value. While this process remains in the attendant obligations and opportunities of being a public company. Management looksdiscovery phase, the Company will continue to look to its stockholders and creditors for sufficient financial support to sustain operations while this search is underway. Wethough we have no assurance that our stockholders or creditors will respond positively to ourthe Company’s efforts.

Results of Operations

During the three and nine months ended March 31,September 30, 2021, the Company satisfied periodic public disclosure requirements, while it continued theits search for a suitable business opportunityenterprise that might bringenhance stockholder value to its stockholders.and executed a non-binding term sheet with Mr. David.

Operations for the three and nine months ended March 31,September 30, 2021 and 2020, are summarized in the following table.

Net Income/Losses

Net loss for the three months ended March 31, 2021, can be attributed general administrative expenses, professional fees, and interest expense offset by a foreign exchange gain. Net income for the three months ended March 31, 2020, was $22,456. The net income recognized over the three-month period ended March 31, 2020,September 30, 2021, was $12,507,367 as compared to a net loss of $67,591 for the three-month prior period ended September 30, 2020. The increase in net loss over the comparative three-month periods can be attributed to loss on debt settlements, and professional fees, offset by a largedecrease in general administrative expenses, the elimination of interest expense and a foreign exchange gain offset by general administrative expenses,over the prior comparable three-month period. The loss on debt settlements is due to the settlement values for stock issued that were less than the market value of the stock on the settlement dates, while the increase in professional fees is the result of amounts accrued in the preparation of coincident settlement documentation and in the conduct of requisite due diligence in relation to a prospective acquisition. The elimination of interest expense. The gain onexpense is the result of the debt settlements, and the transition from foreign exchange loss to foreign exchange gain is due to a decrease in the value of foreign currencies against the US dollar which positivelythat impacts the cost of expenses payablepaid in foreign currencies.

We

Net loss for the nine-month period ended September 30, 2021, was $12,089,518 as compared to net loss of $109,440 for the nine-month period ended September 30, 2020. The increase in net loss over the comparative nine-month periods can be attributed to loss on debt settlements, professional fees, and interest expense, offset by other income, a decrease in general administrative expenses, and a foreign exchange gain over the comparable prior nine-month period. The loss on debt settlements is due to the settlement values for stock issued that were less than the market value of the stock on the settlement dates, the increase in professional fees is the result of amounts accrued in the preparation of coincident settlement documentation and in the conduct of requisite due diligence in relation to a prospective acquisition, while the interest expense reflects the expense of debt obligations prior to settlement. Other income is the result of debt forgiveness agreements, and the transition from foreign exchange loss to foreign exchange gain is due to a decrease in the value of foreign currencies against the US dollar that impacts the cost of expenses paid in foreign currencies.

The Company did not generate revenue during this periodeither of these periods and expectexpects to continue to incur losses over the next twelve months.months until such time as it is able to secure a business that generates income.

Capital Expenditures

The Company expended no amounts on capital expenditures for the three-monthnine-month period ended March 31,September 30, 2021.

Liquidity and Capital Resources

Since inception, we have experienced significant changes in liquidity, capital resources, and stockholders’ deficiency.

The Company had assets of $907$19 in cash as of March 31,September 30, 2021, with a working capital deficit of $2,053,319,$74,655, as compared to assets of $4,994 in cash as of December 31, 2020, with a working capital deficit of $2,051,060. Net stockholders'Stockholders' deficit in the Company was $2,053,319$74,655 at March 31,September 30, 2021, as compared to a net stockholder’s deficit of $2,051,060 at December 31, 2020.

Cash Used in Operating Activities

Net cashCash flow used in operating activities for the three-monthnine-month period ended March 31,September 30, 2021 was $4,087$21,100 as compared to net cash flow used of $7,882$31,435 for the three-monthnine-month period ended March 31,September 30, 2020. Changes in net cash used in operating activities in the current three-monthnine-month period can be attributed primarily to a number of items that are book expense items whichthat do not affect the total amount relative to actual cash used, such as unrealized foreign exchange, other income, loss on debt settlements and interest expense on convertible debt.expense. 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 accrued liabilities and amounts due to related parties.

We expect to continue to use net cash flow in operating activities over the next twelve months or until such time as the Company can generate sufficient revenue to offset the cost of operating activities.

Cash Used in Investing Activities

Net cashCash used in investing activities forover the three-monthnine-month periods ended March 31,September 30, 2021, and March 31,September 30, 2020, was $nil.

We do not expect to use net cash in investing activities until such time as the Company closes onwe are able to conclude a transactiondefinitive agreement with a viable business opportunity.

Cash Flows from Financing Activities

Cash flow provided by financing activities for the three-monthsnine-months ended March 31,September 30, 2021, was $nil$16,325 as compared to $25,000$30,000 for the three-monthsnine-months ended March 31,September 30, 2020. Cash flows provided from financing activities inover the prior comparative three-month periodnine-month periods are attributed toconsidered loans from CaiE.

We expect to continue to use net cash provided by financing activities to maintain operations.

The Company’s current assets are insufficient to conduct its plan of operation over the next twelve (12) months as it will need at least $25,000$50,000 to sustainmaintain operations while seeking to identifyand conclude a suitable business opportunity and will need to address amounts owed to CaiE Foods. While the Company will look to its stockholders and creditors to provide debt or equity financing to secure those amounts necessary, it hasdefinitive transaction. Until such time, we have no definitive commitments or arrangements for continued financial support. Despite the Company’s predicament, existing stockholders remain the most likely prospective sources of funding. The Company’s inability to secure funding willwould have a material adverse effect on its ability to sustain operations.

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

The Company hadhas no lines of credit or other bank financing arrangements as of March 31, 2021.arrangements.

The Company hadhas no commitments for future material capital expenditures at March 31, 2021.expenditures.

The Company has no defined benefit plan or contractual commitment with any of its officers or directors.

The Company has no current plans for the purchase or sale of any plant or equipment.

The Company has no current plans to make any changes in the number of employees.

Off-Balance Sheet Arrangements

As of March 31,September 30, 2021, we have no significant off-balance sheet arrangements that have, or are reasonably likely to have, a current or future effect on our financial condition, changes in financial condition, revenues, or expenses, results of operations, liquidity, capital expenditures, or capital resources that are material to stockholders.

Future Financings

We

The Company will continue to rely on debt or equity financing to fundmaintain operations and secure a suitable business operations. However, wetransaction though it cannot provide any assurance that financing sufficient to fund our plan of operationfinancing will be forthcoming.

Critical Accounting Policies

In Note 2 to the audited financial statements for the years ended December 31, 2020 and 2019, included in ourthe Company’s Form 10-K for the Companyrespective periods, discusses those accounting policies that are considered to be significant in determining the results of operations and the currency of its financial position. The Company believes that the accounting principles utilized by it conform to accounting principles generally acceptedAccounting Principles Generally Accepted in the United States.States (GAAP).

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 very. 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 based on historical experience and other facts and circumstances that are believed to be reasonable, and thereasonable. The results of each evaluation form the basis for makingupon which management makes judgments about the carrying value of assets and liabilities. The actual results may differ from these estimates recorded here under different assumptions or conditions.

Going Concern

Management has expressed an opinion as to the Company’s ability to continue as a going concern despitegiven an accumulated deficit of $23,974,783 since inception $36,062,042 and negative cash flows from operating activities as of March 31,September 30, 2021. The Company’sOur ability to continue as a going concern requires that itwe procure funding from outside sources. Management’s plan to address the Company’s ability to continue as a going concern includes obtaining funding from the private placement of equity or debt financing, converting existing debt intoto equity, and otherwise settling outstanding amounts due throughin agreement with its creditors or elimination through statutory aging of debts.creditors. Management believes that it will remain a going concern through the methods discussed above pending closure with aan income generating business opportunity that will produce income, though there can be no assurances that such methods will prove successful.

The likelihood that the Company can continuecontinuation as a going concern has encountered additional urgency in response to the COVID-19 virus pandemic that continues to adversely affect workforces, economies, and financial markets around the world that will likely result in an economic downturn. The Company cannot predict the duration or magnitude of the virus, nor can it predict the which adverse effects, if any, will impact the Company’s plan of operation or its ability to sustain its business.prove successful.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Not required for smaller reporting companies.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the acting chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of March 31,September 30, 2021. 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 its 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 effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and that such information was accumulated and communicated to management, including its 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 quarterperiod ended March 31,September 30, 2021, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1.  Legal Proceedings.

None.

Item 1A.  Risk Factors

Not required.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

None.

None, other than as previously reported on Form 8-K.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

Board of Directors

Effective November 15, 2021, the Company’s board of directors (“Board”) appointed Sir John Baring to serve on the Board until the next annual meeting of its stockholders for the election of directors. Sir John Baring has previously served as chief executive officer (May 26, 2005 - October 17, 2005), director (May 26, 2005 – June 30, 2021) and chairman of the Board (October 17, 2005 – June 30, 2021). He brings more than 30 years of banking and investing experience to the Board. Since June 2002, Sir John has acted as a managing member of Mercator Management LLC, a leading fund management company.

The Company has determined that Sir John Baring will serve as head of its audit committee and has not entered into, nor does it expect to enter into, any transaction with Sir John Baring in which he had or will have a direct or indirect material interest, except a debt settlement agreement dated effective June 30, 2021.

Sir John is neither a party to, nor a participant in, any material plan, contract or arrangement whose appointment to the Board could act as a triggering event, modification, grant, or award under any existing plan, contract or arrangement.

Effective November 18, 2021, the Board appointed Shawn Teigen to serve as a director until the next annual meeting of its stockholders for the election of directors. Teigen has previously served as a Company director (June 25, 2013 – June 30, 2021). He has been providing consulting services to early-stage businesses for the past 15 years. He currently serves as the Vice President and Research Director of Utah Foundation, a non-profit, non-partisan, public policy research organization. Mr. Teigen has also taught a policy research desgin course for the past five years as a faculty member in the University of Utah's Master of Public Policy program. He spent two years in Kazakhstan as a U.S. Peace Corps volunteer. Mr. Teigen holds a Master of Public Policy and a BS in Management from the University of Utah. He also serves on the board of directors of certain public-sector and non-profit organizations.

The Company has determined that Mr. Teigen will serve as a member of its audit committee and has not entered into, nor does it expect to enter into, any transaction with Mr. Teigen in which he had or will have a direct or indirect material interest.

Mr. Teigen is neither a party to, nor a participant in, any material plan, contract or arrangement whose appointment to the Board could act as a triggering event, modification, grant, or award under any existing plan, contract or arrangement.

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