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 JUNESEPTEMBER 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, 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.

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 August 16, 2020,November 19, 2021, was 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 Interim Balance Sheets

(Unaudited) 

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

Arvana Inc.

Condensed Interim Statements of Operations and Comprehensive Loss

(Unaudited)

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

Arvana Inc.

Condensed Interim Statements of Cash Flows

(Unaudited) 

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

Arvana Inc.

StatementsSupplemental Disclosure of Stockholders’ DeficiencyCash Flow Information

(Unaudited)

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

Arvana Inc.

Statements of Stockholders' Deficiency

(Unaudited)

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

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. On September 30, 2010,to reflect the acquisition of a reverse splittelecommunications business. We discontinued efforts related to our telecommunications business as of one shareDecember 31, 2009. The Company is presently focused on evaluating business opportunities for twenty shares decreased authorized capital stockmerger or acquisition sufficient to 5,000,000 common shares par value $0.001. On April 1, 2021, the Company increased its authorized share capital to 500,000,000 common shares par value $0.001.support operations and increase stockholder value.

On March 17, 2016, the CompanyWe entered into a non-binding Memorandummemorandum of Understanding (“MOU”)understanding on March 17, 2016, with CaiE Food Partnership Ltd. (“CaiE”) for the purposeintent of acquiring it as a wholly-owned subsidiary. CaiE is in the business of manufacturingfresh food manufacturer 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 entering into a binding agreement. CaiE has not satisfied the conditions necessary for us to move forward.distributor. On November 11, 2020, CaiE waswe notified the acquisition target that the Company wouldwas no longer pursueinterested in pursuing the acquisition of its business given the delays attendant to obtaining its audited financial statements.the prospective transaction.

On June 30,May 21, 2021, the Company experienced a change of control on the grant of proxies over voting rights by the prior controlling stockholder and two related entities to a third person, in accordance with the provisions ofentered into a non-binding term sheet with the intention of acquiring a 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 transaction. The owner effectively secured voting control on June 30, 2021. On October 26, 2021, the Company entered into a recission agreement and mutual release with the owner of the intended acquisition due to secure a transaction that would leadbeing unable to a combination with an enterprise owned or controlled by said person.agree on the structure of the 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 six-monthnine-month period ended JuneSeptember 30, 2021, the Company recognized income of $417,849 as a result of other incomenet loss and foreign exchange gain offset by general administrative expenses, professional fees and interest expenses. The Company hadrealized a working capital deficiency, of $1,633,211 as of June 30, 2021, which deficiency raises substantial doubt about its 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 ability to sustain operations.

The Company’s present activities are focused on evaluating business opportunities presented by the controlling third person stockholder for merger or acquisition that are sufficient to support operations and increase stockholder value. During this period of evaluation the Company will require continued financial support from stockholders and creditors until it is able to generate its own cash flow from operations.

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

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 sixnine months ended JuneSeptember 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 (“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 JuneSeptember 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 JuneSeptember 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.

Notes to Condensed Interim Financial Statements

September 30, 2021

(Unaudited)

3. Loans Payable

As of JuneSeptember 30, 2021, the Company had received loans outstanding of $$nil 480,5240 (€225,000; CAD$ 60,000; $165,725) (December 31, 2020 - $522,552: €225,000; CAD$ 60,000; $199,600) from stockholders; loans of $131,268200 (CAD$ 27,600; $109,000) (December 31, 2020 – $130,677: CAD$ 27,600; $109,000) from a related party and loans of $$nil 74,8780 (CAD$ 10,000; $66,810) (December 31, 2020 – $74,664: CAD$ 10,000; $66,810) from unrelated third parties. LoansThe majority of $92,935 are non-interest bearing. All otherthe historical loans bearbore interest at 6% per annum.annum while $92,935 of the loans were non-interest bearing. 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 $$nil 489,5680 and $515,263is included in accounts payable and accrued expenses at JuneSeptember 30, 2021 and December 31, 2020, respectively. Interest expense recognized on these loans was $$nil 6,8230 for the three months ended JuneSeptember 30, 2021, compared to $10,43210,623 for the three months ended JuneSeptember 30, 2020, respectively. Interest expense recognized on these loans was $16,427 for the sixnine months ended JuneSeptember 30, 2021, compared to $20,73331,356 for the sixnine months ended JuneSeptember 30, 2020, respectively.

On March 30, 2020, loans of $60,000 and corresponding accrued interest of $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, 2020.2020, respectively.

During the period ended September 30, 2021, the Company extinguished $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 related 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 settlement agreements dated June 30, 2021.

4. Stock Options

At JuneSeptember 30, 2021, and December 31, 2020, there were 0 stock options outstanding. NaN options were granted, exercised or expired during the period ended JuneSeptember 30, 2021 and during the year ended December 31, 2020.

5. Common stock

During the sixnine months ended JuneSeptember 30, 2021, the Company issued nil 029,537,848 shares. 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 sixnine months ended JuneSeptember 30, 2020, the Company issued 971,040 shares of its common stock valued at $0.10 a share to settle $60,000 in loans and $37,104 in interest (Note 3). During the year ended December 31, 2020, the Company had issued3,576,640 common shares.

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 JuneSeptember 30, 2021, and December 31, 2020, the Company had amounts due to related parties of $158,34835,298 and $352,651, respectively. This amount includes $

60,000 at June 30, 2021, and December 31, 2020, payable to a current director for services rendered during 2007. This amount is to be paid in stock at a future date. A former chief executive and director was owed $89,304 at June 30, 2021, and $289,164 at December 31, 2020. A company controlled by our chief executive officer was owed $9,04435,298 at JuneSeptember 30, 2021, and $3,4883,487 at December 31, 2020. The amounts owing bearamount due bears no interest, areis unsecured, and havehs no fixed terms offor repayment.

The Company incurred consulting fees of $15,16355,461 (2020 - $10,06911,888) paidto that company during the nine months ended September 30, 2021.

A former director was owed $nil 0 at September 30, 2021, and $60,000 at December 31, 2020, for services rendered during 2007, that was settled on 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 company controlled by our chief executive officer during the six months endeddebt settlement agreement dated effective June 30, 2021.

A former chief executive officerdirector and director entered into a consulting arrangement that provided for a monthly fee of CAD $5,000, which amountsrelated entities were accrued and are unpaid through the termination date on May 24, 2013. As of Juneowed $nil 0 at September 30, 2021, and $579,088 at December 31, 2020 our former chief executive officer was owed $89,304for loans, services rendered, accrued interest, and $289,164, respectively. The amounts due are unsecuredaccounts payable and non-interest bearing, due on demand.accrued liabilities.

A former chief executive officerDuring the period ended September 30, 2021, $220,071 ($130,947 in loans payable to related party and director had assigned$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 related corporation unpaid amounts of $163,586 (CAD $202,759) as per a debt assignmentsettlement agreement effective Januarydated April 1, 2012. This amount was removed from the Company’s liabilities as per a debt forgiveness agreement effective June 30, 2021 (Note 9). An additional $206,302 that was due to a former chief executive officer and director was also removed from the Company’s liabilities as per a second debt forgiveness agreement effective June 30, 2021 (Note 9).

ADuring the period ended September 30, 2021, amounts due to the the former chief executive officerdirector and director is owedrelated entities of $131,268369,888 for unsecured loans bearing(2020 - $Nil 60% interest due on demand as of) were forgiven pursuant to two debt forgiveness agreements dated June 30, 2021, compared tothat forgave $130,677206,302 (Note 9) and $163,586 (Note 9) respectively recorded as of December 31, 2020. Total interest expense of $89,304 (2020 - $80,013) is included in accounts payable and accrued liabilities as at June 30, 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 accruesaccrued 10% per annum, in exchange for $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 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 remained unchanged. Subsequent to June 30, 2021, theThe Company and CaiE agreed to a debt settlement agreement to extinguish these loans and accrued interest by the issuance of common shares. During the three and sixnine months ended JuneSeptember 30, 2021 and 2020, 0 discount was amortized as interest expense. Interest expense recognized on this loan was $nil 0 for the three months ended JuneSeptember 30, 2021, compared to $1,250 for the three months ended JuneSeptember 30, 2020. Interest expense recognized on this loan was $1,250 for the sixnine months ended JuneSeptember 30, 2021, compared to $2,5003,750 for the sixnine months ended JuneSeptember 30, 2020. As at JuneSeptember 30, 2021, and December 31, 2020, the balance of the note was $nil 0 and $50,000.

8. Convertible Loans (continued), respectively.

On October 12, 2018, the Company issued a convertible note to CaiE that accruesaccrued 10% per annum, in exchange for a series of loans that totaled $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 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 remained unchanged. Subsequent to June 30, 2021, theThe Company and CaiE agreed to a debt settlement agreement to extinguish these loans and accrued interest by the issuance of common shares. During the three months ended JuneSeptember 30, 2021 and 2020, $nil 0 and $14,450 of the discount was amortized as interest expense and during the sixnine months ended JuneSeptember 30, 2021 and 2020, $nil 0 and $28,90043,350 of the discount was amortized as interest expense. Interest expense recognized on this loan was $nil 0 for the three months ended JuneSeptember 30, 2021, compared to $1,445 for the three months ended JuneSeptember 30, 2020. Interest expense recognized on this loan was $1,445 for the sixnine months ended JuneSeptember 30, 2021, compared to $2,8904,335 for the sixnine months ended JuneSeptember 30, 2020. As at JuneSeptember 30, 2021 and December 31, 2020, the balance of the note was $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. Other Income

During the period ended JuneSeptember 30, 2021, the Company recognized other income in the amount of $458,833 corresponding to: (1) debt forgiveness of $206,302 included in amounts due to related parties (Note 7); (2) debt forgiveness of $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.

10. Subsequent Events

The Company evaluated its June 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 August 16, 2021, the Board determined not to amend its articles of incorporation, previously intended to change the Company’s name as reported to its stockholders, due to changes in its business development strategy.

On July 23, 2021, the Board approved the issuance of 29,537,848 shares of its restricted common stock, par value $0.001 to four individuals (4) and five (5) entities, effective June. 30, 2021, pursuant to exemptions from registration promulgated under Securities and Exchange Act of 1933, as amended pursuant to the execution of certain debt settlement agreements, in exchange for which $1,605,844 in liabilities were settled and extinguished.

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 sixnine months ended JuneSeptember 30, 2021 and JuneSeptember 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. Our present activities are focused on evaluating business opportunities presented by the controlling third person stockholder for merger or acquisition that are sufficient to support operations and increase stockholder value.

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

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

Company

The Company entered into a non-binding term sheet on May 21, 2021, with Mr. AlkiAlkiviades David acquiredand 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 position over the Company to Mr. David as a pre-condition to his facilitating a transaction. On June 30, 2021, Mr. David effectively secured voting securitiescontrol 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 effective June 30, 2021, which securities were formerly under the voting control of Mr. Altaf Nazeralito our controlling stockholder, and two entities which he controls (Valor Invest Ltd. and International Portfolio Management Inc.).

Control over the Company’s voting securities was conveyed on receipt of proxies from Mr. Nazerali,led to the full extent of his rights to shares of record or beneficially, including any and all other securities issued or issuable to him at any future date within the term of fourteen (14) months from the date of execution. The aforesaid initial proxies conveyed voting control to Mr. David over 2,630,170 common shares or 56.95% of the Company’s then issued and outstanding shares. The action taken by the Board on July 23, 2021, increased the number of shares outstanding that were covered under the initial proxies, and affected certain recipients of new shares to grant proxies to Mr. David, that represent in total 31,118,506 shares of common stock equal to 91.13% of the Company’s outstanding shares.

The initial change of control was coincident with the appointment of two new directors to the Company’s Board on June 30, 2021, who effectively assumed their respective responsibilities on July 24, 2021, concurrent with the resignation of two of the Company’s formerour directors.

The change of control was in furtherance of the non-binding provisions of a term sheet intended to secure an operating asset or business combination with an enterprise owned or controlled by Mr. David through a definitive transaction. The Company has not yet entered into a definitive transaction.

On March 17, 2016, we entered into a non-binding memorandum of understanding with CaiE Food Partnership Ltd. (“CaiE”) for the purpose of acquiring it as a wholly-owned subsidiary. CaiE is in the business of manufacturing and distributing fresh Dim Sum food products from a facility based in Sparks, Nevada. While CaiE loaned the Company $174,610 over nearly five years to sustain operations, it was unable to deliver the information necessary to complete the transaction. On November 11, 2020, CaiE was notified that the Company would no longer pursue the acquisition of its business given the delays attendant to obtaining its audited financial statements.business. Effective April 1, 2021, the Company entered into a debt settlement agreement with CaiE pursuant to which all amounts due to CaiE were extinguished in exchange for shares of the Company’s restricted common stock.

Plan of Operation

Our present activities are focused on evaluating business opportunities presented by Mr. David for merger or acquisition that are sufficient to support operations and increase stockholder value. While this process remains in the discovery phase, the Company will continue to look to its stockholders and creditors for sufficient financial support to sustain operations. Weoperations though we have no assurance that our stockholders or creditors will respond positively to the Company’s efforts.

Results of Operations

During the three and sixnine months ended JuneSeptember 30, 2021, the Company satisfied periodic public disclosure requirements, continued its search for a suitable business enterprise for its stockholders that might enhance stockholder value and executed a non-binding term sheet with Mr. David.