Document and Entity Information
Document and Entity Information - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Apr. 08, 2021 | |
Document and Entity Information: | ||
Entity Registrant Name | ARVANA INC | |
Document Type | 10-K | |
Document Period End Date | Dec. 31, 2020 | |
Amendment Flag | false | |
Entity Central Index Key | 0001113313 | |
Current Fiscal Year End Date | --12-31 | |
Entity Common Stock, Shares Outstanding | 4,610,670 | |
Entity Public Float | $ 821,883 | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Current Reporting Status | Yes | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | FY | |
Entity Shell Company? | true | |
Entity File Number | 0-30695 | |
Entity Incorporation, State or Country Code | NV | |
Entity Interactive Data Current | No | |
Entity Well-known Seasoned Issuer | No | |
Entity Voluntary Filers | No |
Balance Sheets
Balance Sheets - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Current assets: | ||
Cash | $ 4,994 | $ 2,346 |
Total assets | 4,994 | 2,346 |
Current liabilities | ||
Accounts payable and accrued liabilities | 867,710 | 974,013 |
Convertible loans (Note 9) | 107,800 | 107,800 |
Loans payable to stockholders (Note 3) | 522,552 | 581,379 |
Loans payable to related party (Note 3) | 130,677 | 130,249 |
Loans payable (Note 3) | 74,664 | 84,509 |
Amounts due to related parties (Note 8) | 352,651 | 338,109 |
Total current liabilities | 2,056,054 | 2,216,059 |
Stockholders' deficiency | ||
Common stock, $0.001 par value 5,000,000 authorized, 4,610,670 and 1,034,030 shares issued and outstanding at December 31, 2020 and 2019, respectively | 4,611 | 1,034 |
Additional paid-in capital | 21,290,189 | 21,283,517 |
Deficit | (23,972,524) | (23,494,928) |
Less: Treasury stock - 2,085 common shares at December 31, 2020 and 2019, respectively | (3,336) | (3,336) |
Total stockholders' deficiency | (2,051,060) | (2,213,713) |
Total liabilities and stockholders' deficit | $ 4,994 | $ 2,346 |
Balance Sheets (Parenthetical)
Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Common stock par value | $ 0.001 | $ 0.001 |
Common stock shares authorized | 5,000,000 | 5,000,000 |
Common stock shares issued | 4,610,670 | 1,034,030 |
Common stock outstanding | 4,610,670 | 1,034,030 |
Treasury stock | 2,085 | 2,085 |
Statements of Operations and Co
Statements of Operations and Comprehensive Income (Loss) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating expenses | ||
General and administrative | $ 38,037 | $ 20,931 |
Professional fees | 40,318 | 31,494 |
Total operating expenses | 78,355 | 52,425 |
Loss from operations | (78,355) | (52,425) |
Interest expense (Notes 3 and 9) | (51,902) | (102,543) |
Foreign exchange loss | (64,753) | (20,096) |
Loss on debt settlement (Note 3) | (282,586) | 0 |
Other income (Note 11) | 0 | 287,316 |
Net income and comprehensive income (loss) | $ (477,596) | $ 112,252 |
Per common share information - basic and diluted: | ||
Weighted average shares outstanding - basic | 1,876,218 | 1,034,030 |
Net income per common share - basic | $ (0.25) | $ 0.11 |
Weighted average shares outstanding - diluted | 1,876,218 | 1,580,838 |
Net income per common share - diluted | $ (0.25) | $ 0.07 |
Statements of Cash Flows
Statements of Cash Flows - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Operating activities | ||
Net income (loss) for the year | $ (477,596) | $ 112,252 |
Items not involving cash: | ||
Interest expense | 51,902 | 57,484 |
Foreign exchange loss | 64,892 | 20,096 |
Loss on debt settlement | 282,586 | 0 |
Other income (Note 11) | 0 | (287,316) |
Amortization of discount on convertible loan | 0 | 45,059 |
Changes in non-cash working capital: | ||
Accounts payable and accrued liabilities | 28,317 | 14,974 |
Amounts due to related parties | 12,547 | 3,172 |
Net cash used in operations | (37,352) | (35,279) |
Investing activities | ||
Net cash used in investing activities | 0 | 0 |
Financing activities | ||
Proceeds of loans payable (Note 3) | 40,000 | 36,810 |
Net cash provided by financing activities | 40,000 | 36,810 |
Increase (decrease) in cash | 2,648 | 1,531 |
Cash, beginning of year | 2,346 | 815 |
Cash, end of year | 4,994 | 2,346 |
Supplementary information: | ||
Cash paid for interest | 0 | 0 |
Cash paid for income taxes paid | 0 | 0 |
Accounts payable and accrued liabilities written off | 0 | 287,316 |
Shares issued in settlement of debt included in Accounts payable and accrued liabilities written off accounts payable and accrued liabilities (Note 3) | 224,496 | 0 |
Shares issued in settlement of debt included in loans payable (Note 3) | $ 133,168 | $ 0 |
Statements of Stockholders' Equ
Statements of Stockholders' Equity - USD ($) | Common Shares | Additional Paid-In Capital | Deficit | Treasury Stock | Total |
Beginning Balance, Shares at Dec. 31, 2015 | 885,130 | (2,085) | |||
Beginning Balance, Value at Dec. 31, 2015 | $ 885 | $ 21,166,619 | $ (23,413,245) | $ (3,336) | $ (2,249,077) |
Debt settlement, shares | $ 148,900 | ||||
Debt settlement, value | 149 | 34,098 | 34,247 | ||
Discount on convertible notes from beneficial conversion feature, value | $ 25,000 | $ 25,000 | |||
Net Loss | (62,531) | (62,531) | |||
Ending Balance, Shares at Dec. 31, 2016 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Dec. 31, 2016 | $ 1,034 | 21,225,717 | (23,475,776) | $ (3,336) | (2,252,361) |
Net Loss | (224,914) | (224,914) | |||
Ending Balance, Shares at Dec. 31, 2017 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Dec. 31, 2017 | $ 1,034 | 21,225,717 | (23,700,690) | $ (3,336) | (2,477,275) |
Discount on convertible notes from beneficial conversion feature, value | 57,800 | 57,800 | |||
Net Loss | 93,510 | 93,510 | |||
Ending Balance, Shares at Dec. 31, 2018 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Dec. 31, 2018 | $ 1,034 | 21,283,517 | (23,607,180) | $ (3,336) | (2,325,965) |
Net Loss | 112,252 | 112,252 | |||
Ending Balance, Shares at Dec. 31, 2019 | 1,034,030 | (2,085) | |||
Ending Balance, Value at Dec. 31, 2019 | $ 1,034 | $ 21,283,517 | (23,494,928) | $ (3,336) | $ (2,213,713) |
Debt settlement, shares | $ 3,576,640 | ||||
Debt settlement, value | 3,577 | 636,672 | 640,249 | ||
Net Loss | (477,596) | $ (477,596) | |||
Ending Balance, Shares at Dec. 31, 2020 | 4,610,670 | (2,085) | |||
Ending Balance, Value at Dec. 31, 2020 | $ 4,611 | $ 21,920,189 | $ (23,972,524) | $ (3,336) | $ (2,051,060) |
Note 1_ Nature of Business and
Note 1: Nature of Business and Ability To Continue As A Going Concern | 12 Months Ended |
Dec. 31, 2020 | |
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 The Company was incorporated in the State of Nevada as Turinco, Inc. on September 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. On July 24, 2006, stockholders approved a name change from Turinco, Inc. to Arvana Inc. 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. Subsequent to period end, the Company increased its authorized share capital to 500,000,000 common shares par value $0.001. 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 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. 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. On November 11, 2020, the Company notified CaiE that it was no longer interested in acquiring its business given the delays in obtaining its audited financial statements. 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 financial statements have been prepared on a going concern basis, which assumes the realization of assets and settlement of liabilities in the normal course of business. For the year ended December 31, 2020, the Company recognized net loss of $477,596. At December 31, 2020, the Company had a working capital deficiency of $2,051,060. These conditions raise substantial doubt about the Company’s 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 connected 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’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 net 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. |
Note 2_ Summary of Significant
Note 2: Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 2: Summary of Significant Accounting Policies | 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. Our fiscal year end is December 31. The accompanying financial statements of Arvana Inc. for the years ended December 31, 2020 and 2019 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-K and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. 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. c) Foreign currency translation and transactions Transactions conducted in foreign currencies are recorded using the exchange rate in effect on the transaction date. At the period end, monetary assets and liabilities are translated to the functional currency of each entity using the exchange rate in effect at the period end date. Transaction gains and losses are recorded in foreign exchange gain or loss in the statement of operations and comprehensive loss. d) Comprehensive income (loss) The Company considers comprehensive income (loss) as a change in equity (net assets) of a business entity during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. e) Cash equivalents The Company considers all highly-liquid investments, with terms to maturity of three months or less when acquired, to be cash equivalents. The Company did not have any cash equivalents as at December 31, 2020. f) 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 loans, 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 December 31, 2020 and December 31, 2019 follows: December 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 4,994 $ 4,994 $ 2,346 $ 2,346 Accounts payable and accrued liabilities 867,710 867,710 974,013 974,013 Convertible loans 107,800 107,800 107,800 107,800 Loans payable to stockholders 522,552 522,552 581,379 581,379 Loans payable to related party 130,677 130,677 130,249 130,249 Loans payable 74,664 74,664 84,509 84,509 Amounts due to related parties $ 352,651 $ 352,651 $ 338,109 $ 338,109 The following table presents information about the assets that are measured at fair value on a recurring basis as of December 31, 2020, 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: December 31, 2020 Quoted Prices Significant Significant Assets: Cash $ 4,994 $ 4,994 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. g) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. h) Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. i) Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” using the fair value method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. j) Beneficial conversion feature From time-to-time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. k) Earnings (loss) per share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. There were no outstanding stock options or warrants as at December 31, 2020 and 2019. l) 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. |
Note 3_ Loans Payable
Note 3: Loans Payable | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 3: Loans Payable | 3. Loans Payable As of December 31, 2020, the Company had received loans of $522,552 (€225,000; CAD$ 60,000; $199,600) (December 31, 2019 - $581,379: €225,000; CAD$ 72,300; $273,107) from stockholders; loans of $130,677 (CAD$ 27,600; $109,000) (December 31, 2019 – $130,249: CAD$ 27,600; $109,000) from a related party and loans of $74,664 (CAD$ 10,000; $66,810) (December 31, 2019 – $84,509: CAD$ 10,000; $76,810) from unrelated third parties. Loans of $76,810 are non-interest bearing. All other loans bear interest at 6% per annum. The loans were made in 3 different currencies, Euros, Canadian Dollars and US Dollars. All amounts reflected on these 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 $515,263 and $521,156 is included in accounts payable and accrued liabilities at December 31, 2020 and December 31, 2019, respectively. Interest expense recognized on these loans was $51,902 for the year ended December 31, 2020, compared to $57,484 for the year ended December 31, 2019, respectively. On March 30, 2020, loans of $60,000 and corresponding 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. The Company recorded a loss on settlement of debt of $19,421. On November 10, 2020, debt in the amount of $224,560 due on loans or payables, including accrued interest, and in payment for services rendered in the amount of $36,000 were settled by the issuance of 2,605,600 common shares pursuant to three debt settlement agreements dated November 10, 2020. The Company recorded a loss on settlement of debt of $263,165. Between March 17, 2016, and August 17, 2020, CaiE provided an aggregate of $174,610 in loans to the Company, of which $107,800 is documented in two convertible promissory notes for $50,000 and $57,800 dated May 18, 2016, and October 12, 2018, respectively (Note 9). The remaining $66,810 of CaiE loan amounts are unsecured, non-interest bearing, and due on demand. |
Note 4_ Stock Options
Note 4: Stock Options | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Note 4: Stock Options | 4. Stock Options At December 31, 2020 and December 31, 2019, there were no stock options outstanding. No options were granted, exercised or expired during the year ended December 31, 2020 or the year ended December 31, 2019. |
Note 5_ Common Stock
Note 5: Common Stock | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 5: Common Stock | 5. Common Stock During the years ended December 31, 2020 and December 31, 2019, the Company issued 3,576,640 shares and nil shares, respectively. |
Note 6_ Segmented Information
Note 6: Segmented Information | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 6: Segmented Information | 6. Segmented Information The Company has no reportable segments. |
Note 7_ Income Taxes
Note 7: Income Taxes | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Note 7: Income Taxes | 7. Income Taxes Income tax benefits attributable to losses from operations in the United States of America was $Nil for the years ended December 31, 2020 and 2019, and differed from the amounts computed by applying the United States of America combined federal and Utah tax rate of 24.91% to pretax losses from operations as a result of the following: 2020 2019 Income (loss) for the year before income taxes $ (477,596 ) $ 112,252 Computed expected tax expense (benefit) $ (118,972 ) $ 27,963 Non-deductible expenses 86,519 5,006 Change in tax rates — (4,088 ) True up of prior-year provision to statutory tax returns (41,753 ) (236,196 ) Change in valuation allowance 74,206 207,315 Income tax expense $ — $ — The Company’s deferred tax assets that have not been recognized are as follows: Start-up costs $ 303,476 $ 229,270 Valuation allowance (303,476 ) (229,270 ) Deferred tax assets (liabilities) $ — $ — A full valuation allowance has been provided because the Company has a history of losses as evidenced by its accumulated deficit. At December 31, 2020, and December 31, 2019, the Company had deductible temporary differences of $1,218,267 and $920,373, respectively. |
Note 8_ Related Party Transacti
Note 8: Related Party Transactions and Amounts Due to Related Parties | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 8: Related Party Transactions | 8. Related Party Transactions and Amounts Due to Related Parties At December 31, 2020, and December 31, 2019, the Company had amounts due to related parties of $352,651 and $338,109, respectively. This amount includes $60,000 at December 31, 2020, and at December 31, 2019, respectively, payable to a current director for services rendered during 2007. The $60,000 payable to a current director at December 31, 2020 and December 31, 2019 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 $15,400 (2019 - $8,894) paid to a company controlled by our chief executive officer during the year ended December 31, 2020. The Company incurred directors fees of $1,600 (2019 - $1,600) paid to two non-executive directors during the year ended December 31, 2020. A 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 that was accrued and is unpaid. The consulting arrangement ended on May 24, 2013. As of December 31, 2020, the former chief executive officer was owed $289,164 and $278,109 as of December 31, 2019 which amounts are unsecured, non-interest bearing, and due on demand. A former chief executive officer and director entered into a debt assignment agreement effective January 1, 2012, with a corporation that had a former director in common, and thereby assigned $159,247 (CAD$202,759) of unpaid amounts payable. A former chief executive officer and director is owed $130,677 for unsecured loans bearing 6% interest due on demand as of December 31, 2020, compared to $130,249 as of December 31, 2019. Total interest expense of $87,011 (2019 - $78,962) is included in accounts payable and accrued liabilities as at December 31, 2020. |
Note 9_ Convertible Loan
Note 9: Convertible Loan | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note: 9. Convertible Loan | 9. Convertible Loans On May 18, 2016, the Company issued a convertible promissory note to CaiE that accrues 10% per annum, in exchange for $50,000, initially due on November 17, 2017. The note is 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 has been extended by amendment, to March 31, 2021, while all other terms of the note remain unchanged. During the year ended December 31, 2020 and 2019, no discount was amortized as interest expense. Interest expense recognized on this loan was $5,000 for the year ended December 31, 2020, compared to $5,000 for the year ended December 31, 2019. As at December 31, 2020, and December 31, 2019, the balance of the note was $50,000. On October 12, 2018, the Company issued a convertible note to CaiE that accrues 10% per annum, in exchange for a series of loans that totaled $57,800 initially due on October 11, 2019. The note is 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 has been extended by amendment, to March 31, 2021, while all other terms of the note remain unchanged. During the year ended December 31, 2020 and 2019, $nil and $45,059 of the discount was amortized as interest expense. Interest expense recognized on this loan was $5,780 for the year ended December 31, 2020, compared to $5,780 for the year ended December 31, 2019. As at December 31, 2020 and December 31, 2019, the balance of the note was $57,800. |
Note 10_ Other Income
Note 10: Other Income | 12 Months Ended |
Dec. 31, 2020 | |
Notes to Financial Statements | |
Note 10: Other Income | 10. Other Income During the year ended December 31, 2019, the Company recognized other income in the amount of $287,316 that corresponds to a write down of $167,691 that included amounts due to related parties and $119,625 included in accounts payable and accrued liabilities, that were deemed no longer collectiable by these parties based on state statutory limitations. |
Note 11_ Subsequent Events
Note 11: Subsequent Events | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Note 11: Subsequent Events | 11. Subsequent Events The Company evaluated its December 31, 2020, 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 the financial statements except as provided below: On April 1, 2021, the Company entered into a credit agreement with one 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 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 part of a comprehensive settlement. On March 15, 2021, the Company increased its authorized share capital from 5,000,000 shares common stock par value $0.001 to 500,000,000 shares of common stock pursuant to stockholder action on amending its articles of incorporation with Nevada Secretary of State. |
Note 2_ Summary of Significan_2
Note 2: Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2020 | |
Policy Text Block [Abstract] | |
Basis of presentation | a) Basis of presentation The Company is in the process of evaluating business opportunities and has minimal operating expenses. Our fiscal year end is December 31. The accompanying financial statements of Arvana Inc. for the years ended December 31, 2020 and 2019 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-K and Regulation S-K. Results are not necessarily indicative of results which may be achieved in the future. |
Estimates | 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. |
Foreign currency translation and transactions | c) Foreign currency translation and transactions Transactions conducted in foreign currencies are recorded using the exchange rate in effect on the transaction date. At the period end, monetary assets and liabilities are translated to the functional currency of each entity using the exchange rate in effect at the period end date. Transaction gains and losses are recorded in foreign exchange gain or loss in the statement of operations and comprehensive loss. |
Comprehensive income (loss) | d) Comprehensive income (loss) The Company considers comprehensive income (loss) as a change in equity (net assets) of a business entity during a period from transactions and other events and circumstances from non-owner sources. It includes all changes in equity during a period except those resulting from investments by owners and distributions to owners. |
Cash equivalents | e) Cash equivalents The Company considers all highly-liquid investments, with terms to maturity of three months or less when acquired, to be cash equivalents. The Company did not have any cash equivalents as at December 31, 2020. |
Financial instruments | f) 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 loans, 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 December 31, 2020 and December 31, 2019 follows: December 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 4,994 $ 4,994 $ 2,346 $ 2,346 Accounts payable and accrued liabilities 867,710 867,710 974,013 974,013 Convertible loans 107,800 107,800 107,800 107,800 Loans payable to stockholders 522,552 522,552 581,379 581,379 Loans payable to related party 130,677 130,677 130,249 130,249 Loans payable 74,664 74,664 84,509 84,509 Amounts due to related parties $ 352,651 $ 352,651 $ 338,109 $ 338,109 The following table presents information about the assets that are measured at fair value on a recurring basis as of December 31, 2020, 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: December 31, 2020 Quoted Prices Significant Significant Assets: Cash $ 4,994 $ 4,994 $ — $ — The fair value of cash is determined through market, observable and corroborated sources. |
Concentration of credit risk | g) Concentration of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally-insured limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank accounts. |
Income taxes | h) Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Stock-based compensation | i) Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” using the fair value method. Under the fair value method, stock-based payments are measured at the fair value of the consideration received, or the fair value of the equity instruments issued, or liabilities incurred, whichever is more reliably measurable. The cost of stock-based payments to non-employees that are fully vested and non-forfeitable at the grant date is measured and recognized at that date. |
Beneficial conversion feature | j) Beneficial conversion feature From time-to-time, the Company may issue convertible notes that may have conversion prices that create an embedded beneficial conversion feature. A beneficial conversion feature exists on the date a convertible note is issued when the fair value of the underlying common stock to which the note is convertible into is in excess of the remaining unallocated proceeds of the note after first considering the allocation of a portion of the note proceeds to the fair value of any attached equity instruments, if any related equity instruments were granted with the debt. The intrinsic value of the beneficial conversion feature is recorded as a debt discount with a corresponding amount to additional paid in capital. The debt discount is amortized to interest expense over the life of the note using the effective interest method. |
Earnings (loss) per share | k) Earnings (loss) per share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. There were no outstanding stock options or warrants as at December 31, 2020 and 2019. |
Recent accounting pronouncements | l) 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. |
Note 2_ Summary of Significan_3
Note 2: Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Disclosure Text Block [Abstract] | |
Estimated fair values | The estimated fair values of the Company's financial instruments as of December 31, 2020 and December 31, 2019 follows: December 31, 2020 December 31, 2019 Carrying Amount Fair Value Carrying Amount Fair Value Cash $ 4,994 $ 4,994 $ 2,346 $ 2,346 Accounts payable and accrued liabilities 867,710 867,710 974,013 974,013 Convertible loans 107,800 107,800 107,800 107,800 Loans payable to stockholders 522,552 522,552 581,379 581,379 Loans payable to related party 130,677 130,677 130,249 130,249 Loans payable 74,664 74,664 84,509 84,509 Amounts due to related parties $ 352,651 $ 352,651 $ 338,109 $ 338,109 |
Fair Value, Assets Measured on Recurring Basis | 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: December 31, 2020 Quoted Prices Significant Significant Assets: Cash $ 4,994 $ 4,994 $ — $ — |
Note 7_ Income Taxes (Tables)
Note 7: Income Taxes (Tables) | 12 Months Ended |
Dec. 31, 2020 | |
Income Tax Disclosure [Abstract] | |
Schedule of income tax expense benefit | Income tax benefits attributable to losses from operations in the United States of America was $Nil for the years ended December 31, 2020 and 2019, and differed from the amounts computed by applying the United States of America combined federal and Utah tax rate of 24.91% to pretax losses from operations as a result of the following: 2020 2019 Income (loss) for the year before income taxes $ (477,596 ) $ 112,252 Computed expected tax expense (benefit) $ (118,972 ) $ 27,963 Non-deductible expenses 86,519 5,006 Change in tax rates — (4,088 ) True up of prior-year provision to statutory tax returns (41,753 ) (236,196 ) Change in valuation allowance 74,206 207,315 Income tax expense $ — $ — |
Schedule of deferred tax assets | The Company’s deferred tax assets that have not been recognized are as follows: Start-up costs $ 303,476 $ 229,270 Valuation allowance (303,476 ) (229,270 ) Deferred tax assets (liabilities) $ — $ — |
Note 1_ Nature of Business an_2
Note 1: Nature of Business and Ability To Continue As A Going (Details Narrative) - USD ($) | 12 Months Ended | ||
Dec. 31, 2020 | Dec. 31, 2019 | Mar. 15, 2021 | |
Net loss | $ (477,596) | $ 112,252 | |
Working capital deficiency | (2,051,060) | ||
Cash equivalents | $ 0 | ||
Common stock par value | $ 0.001 | $ 0.001 | |
Common stock shares authorized | 5,000,000 | 5,000,000 | |
Subsequent Event [Member] | |||
Common stock par value | $ 0.001 | ||
Common stock shares authorized | 500,000,000 |
Note 2_ Summary of Significan_4
Note 2: Summary of Significant Accounting Policies - Estimated Fair Value (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cash | $ 4,994 | $ 2,346 |
Accounts payable and accrued liabilities | 867,710 | 974,013 |
Convertible loans | 107,800 | 107,800 |
Carrying Amount | ||
Cash | 4,994 | 2,346 |
Accounts payable and accrued liabilities | 867,710 | 974,013 |
Convertible loans | 107,800 | 107,800 |
Loans payable to stockholders | 522,552 | 581,379 |
Loans payable to related party | 130,677 | 130,249 |
Loans payable | 74,664 | 84,509 |
Amount due to related parties | 352,651 | 338,109 |
Fair Value | ||
Cash | 4,994 | 2,346 |
Accounts payable and accrued liabilities | 867,710 | 974,013 |
Convertible loans | 107,800 | 107,800 |
Loans payable to stockholders | 522,552 | 581,379 |
Loans payable to related party | 130,677 | 130,249 |
Loans payable | 74,664 | 84,509 |
Amount due to related parties | $ 352,651 | $ 338,109 |
Note 2_ Summary of Significan_5
Note 2: Summary of Significant Accounting Policies - Fair Value, Assets Measured on Recurring Basis (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Cash | $ 4,994 | $ 2,346 |
Quoted Prices in Active Markets, Level 1 [Member] | ||
Cash | 4,994 | |
Significant Other Observable Inputs, Level 2 [Member] | ||
Cash | 0 | |
Significant Unobservable Inputs, Level 3 [Member] | ||
Cash | $ 0 |
Note 2_ Summary of Significan_6
Note 2: Summary of Significant Accounting Policies (Details Narrative) - shares | Dec. 31, 2020 | Dec. 31, 2019 |
Stock options, outstanding | 0 | 0 |
Equity Option [Member] | ||
Stock options, outstanding | 0 | 0 |
Warrant [Member] | ||
Warrant, outstanding | 0 | 0 |
Note 3_ Loan Payable (Details N
Note 3: Loan Payable (Details Narrative) - USD ($) | Nov. 10, 2020 | Dec. 31, 2020 | Dec. 31, 2019 | Mar. 30, 2020 | Mar. 17, 2020 | Mar. 04, 2020 |
Loans received from stockholders | $ 522,552 | $ 581,379 | ||||
Loans received from related parties | 130,677 | 130,249 | ||||
Loans received from unrelated third parties | $ 74,664 | 84,509 | ||||
Interst rate | 6.00% | |||||
Accrued interest | $ 515,263 | 521,156 | ||||
Interest expenses | 51,902 | $ 57,484 | ||||
Loan settled through issuance of common shares | $ 60,000 | |||||
Interest settled through issuance of common shares | $ 37,104 | |||||
Common shares issued for settlement of debt | 971,040 | |||||
Loss on settlement of debt | $ (263,165) | $ (19,421) | ||||
Long term debt | 224,560 | |||||
Payment for related party | $ 36,000 | |||||
Loan description | Company, of which $107,800 is documented in two convertible promissory notes for $50,000 and $57,800 dated May 18, 2016, and October 12, 2018, respectively | |||||
Common Stock [Member] | ||||||
Shares issued | 2,605,600 | |||||
CaiE Food Partnership Ltd | ||||||
Loans | $ 174,610 | |||||
Unsecured debt amount | $ 66,810 |
Note 4_ Stock Options (Details
Note 4: Stock Options (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Notes to Financial Statements | ||
Stock options outstanding | 0 | 0 |
Options granted | 0 | 0 |
Options exercised | 0 | 0 |
Options expired | 0 | 0 |
Note 5_ Common Stock (Details N
Note 5: Common Stock (Details Narrative) - shares | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Common Stock | ||
Shares issued during the period | 3,576,640 | 0 |
Note 7_ Income Taxes - Income T
Note 7: Income Taxes - Income Tax Expense Benefit (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Income Tax Disclosure [Abstract] | ||
Income (loss) for the year before income taxes | $ (477,596) | $ 112,252 |
Computed expected tax expense (benefit) | (118,972) | 27,963 |
Non-deductible expenses | 86,519 | 5,006 |
Change in tax rates | 0 | (4,088) |
True up of prior-year provision to statutory tax returns | (41,753) | (236,196) |
Change in valuation allowance | 74,206 | 207,315 |
Income tax expense | $ 0 | $ 0 |
Note 7_ Income Taxes - Deferred
Note 7: Income Taxes - Deferred Tax Assets (Details) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Start-up costs | $ 303,476 | $ 229,270 |
Valuation allowance | (303,476) | (229,270) |
Deferred tax assets (liabilities) | $ 0 | $ 0 |
Note 7_ Income Taxes (Details N
Note 7: Income Taxes (Details Narrative) - USD ($) | Dec. 31, 2020 | Dec. 31, 2019 |
Income Tax Disclosure [Abstract] | ||
Deductible temporary differences | $ 1,218,267 | $ 920,373 |
Note 8_ Related Party Transac_2
Note 8: Related Party Transactions and Amounts Due to Related Parties (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Amounts due to related parties | $ 352,651 | $ 338,109 |
Consulting fees | 15,400 | 8,894 |
Director | ||
Related party expenses | 1,600 | 1,600 |
Director | ||
Due to related party | 60,000 | 60,000 |
Former Chief Executive Officer [Member] | ||
Due to related party | 289,164 | 278,109 |
Former Chief Executive Officer and Former Director (2) [Member] | ||
Unpaid Loans | 130,677 | 130,249 |
Unpaid amounts | 159,247 | |
Interest payable | $ 87,011 | $ 78,962 |
Interest rate | 6.00% |
Note 9_ Convertible Loan (Detai
Note 9: Convertible Loan (Details Narrative) - USD ($) | Oct. 12, 2018 | May 18, 2016 | Dec. 31, 2020 | Dec. 31, 2019 |
Amortization of debt discount | $ 0 | $ 45,059 | ||
Convertible Note | 107,800 | 107,800 | ||
Interest expenses | 51,902 | 57,484 | ||
CaiE Food Partnership Ltd | ||||
Convertible Note | $ 50,000 | 50,000 | ||
Common stock, per share price | $ 0.20 | |||
Convertible Note, Interest | 10.00% | |||
Maturity date | Mar. 31, 2021 | |||
CaiE Food Partnership Ltd | ||||
Amortization of debt discount | 0 | 0 | ||
Interest expenses | 5,000 | 5,000 | ||
CaiE Food Partnership Ltd (2) | ||||
Amortization of debt discount | 0 | 45,059 | ||
Convertible Note | $ 57,800 | 57,800 | ||
Common stock, per share price | $ 0.20 | |||
Convertible Note, Interest | 10.00% | |||
Interest expenses | $ 5,780 | $ 5,780 | ||
Maturity date | Mar. 31, 2021 |
Note 10_ Other Income (Details
Note 10: Other Income (Details Narrative) - USD ($) | 12 Months Ended | |
Dec. 31, 2020 | Dec. 31, 2019 | |
Notes to Financial Statements | ||
Other income | $ 0 | $ 287,316 |
Amounts due to related parties | 167,691 | |
Accounts payable and accrued liabilities | $ 119,625 |
Note 11_ Subsequent Events (Det
Note 11: Subsequent Events (Details Narrative) - USD ($) | Apr. 07, 2021 | Mar. 15, 2021 | Dec. 31, 2020 | Dec. 31, 2019 |
Common stock par value | $ 0.001 | $ 0.001 | ||
Common stock shares authorized | 5,000,000 | 5,000,000 | ||
Subsequent Event [Member] | ||||
Common stock par value | $ 0.001 | |||
Common stock shares authorized | 500,000,000 | |||
Subsequent Event [Member] | CaiE Food Partnership Ltd | ||||
Debt instrument, principal amount | $ 107,800 | |||
Subsequent Event [Member] | Credit Agreement [Member] | ||||
Proceeds from loans | $ 10,360 |