UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-Q


(Mark One)




[X]           QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended September 30, 2010





[  ]           TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934


For the transition period from ________________ to _______________





000-30695


(Commission file number)





ARVANA INC.


(Exact name of registrant as specified in its charter)





Nevada

(State or other jurisdiction

of incorporation or organization)
87-0618509

(IRS Employer Identification No.)Suite 888, 700 West Georgia Street, Vancouver, BC

(Address of principal executive offices)
V7Y 1G5

(Zip Code)





604 568-4424


(Registrant’s telephone number, including area code)





Not applicable


(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 þ   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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).


Yes  ̈   No þ (Not required)





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





Large accelerated filer             ̈


Accelerated filer ̈Non-accelerated filer               ̈
(Do not check if a smaller reporting company)

Smaller reporting companyþ


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


Yes þ   No  ̈





Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of November 2, 2010 there were 1,060,119 shares of common stock outstanding.















PART I
FINANCIAL INFORMATION
3Item 1.
Financial Statements
3Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
9Item 3.
Quantitative and Qualitative Disclosure About Market Risk
12Item 4.
Controls and Procedures
13PART II
OTHER INFORMATION
15Item 1.
Legal Proceedings
15Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
15Item 3.
Defaults Upon Senior Securities
15Item 4.
(Removed and Reserved)
15Item 5.
Other Information
15Item 6.
Exhibits
15Signatures

17








2




Item 1.                      Financial Statements




Arvana Inc. and Subsidiaries(A Development Stage Company)Condensed Consolidated Balance Sheets(Expressed In US Dollars)September 30,


December 31,2010

(Unaudited)


2009ASSETSCurrent assets:Cash

$
4,821


$
5344,821



534Equipment, net (Note 3)


-



103Total assets

$
4,821


$
637LIABILITIES AND STOCKHOLDERS' DEFICIENCYCurrent liabilitiesAccounts payable and accrued liabilities

$
482,474


$
449,159Note payable


163,212



171,984Loans payable stockholders (Note 4)


707,789



713,087Loans payable (Note 4)


25,000



-Amounts due to related parties (Note 4)


252,328



207,6611,630,803



1,541,891Stockholders' deficiencyCommon stock, $.001 par value 5,000,000 shares authorized1,060,119 shares issued and outstanding atSeptember 30, 2010 and at December 31, 2009 (Note 5)


1,060



21,203Additional paid-in capital


21,446,444



21,426,301Deficit


(22,705,422
)


(95,331
)Deficit accumulated during the development stage


(84,728
)


(22,610,091
)(1,342,646
)


(1,257,918
)Less: Treasury stock - 177,085 common shares at

September 30, 2010 and at December 31, 2009


(283,336
)


(283,336
)Total stockholders’ deficit


(1,625,982
)


(1,541,254
)Total liabilities and deficit

$
4,821


$
637




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




3





Arvana Inc. and Subsidiaries(A Development Stage Company)Condensed Consolidated Statement of OperationsFor the Three Months and Nine Months Ended September 30, 2010 and 2009(Expressed in US Dollars)(Unaudited)CumulativeAmounts from theBeginning of theThree Months Ended


Nine Months Ended


Development Stage onSeptember 30,


September 30,


January 1, 2010 to2010


2009


2010


2009


September 30, 2010Operating expensesGeneral and administrative

$
20,626


$
36,793


$
74,890


$
89,365


$
74,890Depreciation


-



75



103



225



103Total operating expenses


20,626



36,868



74,993



89,590



74,993Loss from operations


(20,626
)


(36,868
)


(74,993
)


(89,590
)


(74,993
)Interest expense


(10,946
)


(10,758
)


(31,794
)


(31,184
)


(31,794
)Net loss


(31,572
)


(47,626
)


(106,787
)


(120,774
)


(106,787
)Other comprehensive income (loss):Foreign exchange gain (loss)


(64,347
)


(43,410
)


22,059



(60,895
)


22,059Comprehensive loss

$
(95,919
)

$
(91,036
)

$
(84,728
)

$
(181,669
)

$
(84,728
)Per share information - basic and fully diluted:Weighted average shares outstanding


20,983,437



21,202,375



21,128,594



21,202,375



21,128,594Net loss per share

$
(0.00
)

$
(0.00
)

$
(0.00
)

$
(0.01
)

$
(0.00
)







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




4





Arvana Inc. and Subsidiaries(A Development Stage Company)Condensed Consolidated Statements of Cash Flows(Expressed In US Dollars)(Unaudited)Cumulativeamounts from the

beginning of theFor the nine months ended


development stage onSeptember 30,


January 1, 2010 to2010


2009


September 30, 2010Cash flows from operating activitiesNet loss for the period

$
(84,728
)

$
(181,669
)

$
(84,728
)Items not involving cash:Depreciation and amortization


103



225



103Unrealized foreign exchange


(23,684
)


55,686



(23,684
)Changes in non-cash working capital:Accounts payable and accrued liabilities


33,921



14,891



33,921Amounts due to related parties


43,439



(5,604
)


43,439Net cash used in operations


(30,949
)


(116,471
)


(30,949
)Cash flows from financing activitiesProceeds of loans payable


35,236



125,000



35,236Repayments of loans payable


-



(3,778
)


-Net cash provided by financing activities


35,236



121,222



35,236Increase in cash


4,287



4,751



4,287Cash , beginning of period


534



738



534Cash, end of period

$
4,821


$
5,489


$
4,821Supplementary informationCash paid for interest

$
-


$
1,608Cash paid for income taxes

$
-


$
-




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



















5
 Arvana Inc. and Subsidiaries
 (A Development Stage Company)
 Notes to Condensed Consolidated Financial Statements
 (Expressed in US Dollars)
 (Unaudited)




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




Arvana Inc. (the “Company”) was incorporated under the laws of the State of Nevada as Turinco, Inc. on September 16, 1977, with authorized common stock of 2,500 shares with a par value of $0.25. On October 16, 1998, the authorized capital stock was increased to 100,000,000 shares with a par value of $0.001. On July 24, 2006, the shareholders approved a change of the Company’s name from Turinco, Inc. to Arvana Inc. On September 30, 2010 the authorized capital stock was decreased to 5,000,000 common shares with a par value of $0.001.




In 1998, the Company completed a common stock split of eight shares for each outstanding share. In 2005, the Company completed another common stock split of nine shares for each outstanding share. On September 30, 2010, the Company completed a common stock reverse split of one share for each twenty shares outstanding. These consolidated financial statements have been prepared showing after stock reverse split shares with a par value of $0.001.




These consolidated financial statements for the nine month period ended September 30, 2010 include the accounts of the Company and its subsidiary Arvana Networks (including its wholly-owned subsidiaries Arvana Par and Arvana Comunicações do Brasil S. A. (“Arvana Com”). The Company has ceased all operations in its subsidiary companies and has written-off or disposed of all assets in the subsidiary companies.  Consequently they are now all considered to be inactive subsidiaries. As a result, the Company has entered into a new development stage as of January 1, 2010.




These consolidated 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 nine month period ended September 30, 2010, the Company incurred a loss from operations of $84,728. At September 30, 2010, the Company had a working capital deficiency of $1,625,982. These conditions raise substantial doubt about the Company’s ability to continue as a going concern.




Accordingly, the Company will require continued financial support from its shareholders and creditors until it is able to generate sufficient cash flow from operations on a sustained basis. There is substantial doubt that the Company will be successful at achieving these results. Failure to obtain the ongoing support of its shareholders and creditors may make the going concern basis of accounting inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and classification of liabilities that might arise from this uncertainty.








2.           Summary of Significant Accounting Policies





Basis of presentation





The Company is in the process of evaluating business opportunities and has entered a new development stage as of January 1, 2010 and presents its financial statements in accordance with Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by Development Stage Enterprises”. The Company’s fiscal year end is December 31. The accompanying consolidated interim financial statements of Arvana Inc. for the nine month periods ended September 30, 2010 and 2009, and for the cumulative amounts from the beginning of the development stage on January 1, 2010, through September 30, 2010, 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. Although they are unaudited, in the opinion of management, they include all adjustments, consisting only of normal recurring items, necessary for a fair presentation. Results are not necessarily indicative of results which may be achieved in the future. The consolidated interim financial statements and notes appearing in this report should be read in conjunction with the Company’s consolidated audited financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition





6


Arvana Inc. and Subsidiaries
 (A Development Stage Company)
 Notes to Condensed Consolidated Financial Statements
 (Expressed in US Dollars)
 (Unaudited)





and Results of Operations, contained in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2009, as filed with the Securities and Exchange Commission (the “SEC”) on April 12, 2010.





Use of Estimates





The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements and the reported revenues and expenses during the reporting periods. Actual results could differ from those estimates.





Recent accounting pronouncements





In June 2009, the Financial Accounting Standards Board (“FASB”) approved the FASB Accounting Standards Codification (the “Codification”, “ASC”) as the single source of authoritative nongovernmental GAAP. All existing accounting standard documents, such as FASB, American Institute of Certified Public Accountants, Emerging Issues Task Force and other related literature, excluding guidance from the SEC, have been superseded by the Codification. All other non-grandfathered, non-SEC accounting literature not included in the Codification has become non-authoritative. The Codification did not change GAAP, but instead introduced a new structure that combines all authoritative standards into a comprehensive, topically organized online database. The Codification is effective for interim or annual periods ending after September 15, 2009, and impacts our financial statements as all future references to authoritative accounting literature will be referenced in accordance with the Codification. There have been no changes to the content of our financial statements or disclosures as a result of implementing the Codification.





As a result of our implementation of the Codification during fiscal 2009, previous references to new accounting standards and literature are no longer applicable.





The Company has reviewed all recently issued, but not yet effective, accounting pronouncements and does not believe the future adoption of any such pronouncements may be expected to cause a material impact on its financial condition or the results of its operations.








3.           Equipment





September 30, 2010


December 31, 2009Office equipment

$
1,502


$
1,502Accumulated depreciation


(1,502
)


(1,399
)Total

$
-


$
103








4.           Amounts Due to Related Parties and Loans Payable to Stockholders




From February, 2007 until September 30, 2010 the Company received a number of loans from shareholders and loans from an unrelated third party.  As of September 30, 2010 the Company had received loans of $707,789 (December 31, 2009 - $713,087) from shareholders and loans of $25,000 (December 31, 2009 - $0) from an unrelated third party. All of the loans bear interest at 6% per annum.  The loans were made in 3 different currencies, Euros, Canadian Dollars and US Dollars.  All amount reflected on these financial statement 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 $112,847 and $83,051 is included in accounts payable and accrued expenses at September 30, 2010 and December 31, 2009, respectively.  Interest expense recognized on these loans was $10,946 and $31,794 for the three and nine months ended September 30, 2010, respectively compared to $10,758 and $31,184 for the three and nine months ended September 30, 2009, respectively.  The Company believes these loans to be arm’s length.




7


Arvana Inc. and Subsidiaries
 (A Development Stage Company)
 Notes to Condensed Consolidated Financial Statements
 (Expressed in US Dollars)
 (Unaudited)




At September 30, 2010 and December 31, 2009, the Company had amounts due to related parties of $252,328 and $207,661, respectively.  These amounts include $136,100 at September 30, 2010 and December 31, 2009, payable to three directors 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.







5.           Common Stock




The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” using the fair value based 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.




The Company has a stock option plan in place under which it is authorized to grant options to executive officers and directors, employees and consultants enabling them to acquire up to 10% of the issued and outstanding common stock of the Company. Under the plan, the exercise price of each option equals the market price of the Company's stock as calculated on the date of grant. The options can be granted for a maximum term of 10 years. On June 5, 2006, the Company granted 1,600,000 stock options to its directors and employees. Each option was exercisable into one common share until December 31, 2009 at an exercise price of $1.25. These options expired on December 31, 2009. The options were valued at $1,424,000 using the Black-Scholes model, and have been expensed over the vesting period of the options. The weighted average fair value of options granted during 2006 was $0.89.




At September 30, 2010 and December 31, 2009, there were no stock options outstanding.  No options were granted, exercised or expired during the three and nine months ended September 30, 2010.





On September 30, 2010, the Company completed a common stock reverse split of one share for each twenty shares outstanding. These consolidated financial statements have been prepared showing after stock reverse split shares with a par value of $0.001.








6.           Segmented Information





The Company has no reportable segments. All of the Company’s equipment at September 30, 2010, and December 31, 2009, was located in North America.








7.           Subsequent Events





The Company has evaluated all activity and concluded that no subsequent events have occurred that would require recognition in these financial statements or disclosed in the notes to the financial statements.









8


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






In this Quarterly Report:




(i)
references to “we”, “us”, “our”, or the “Company” refer to Arvana Inc. and our wholly-owned subsidiaries, namely:•
Arvana Networks Inc. which wholly owns Arvana Participações (“Arvana Par”), a company which wholly owns Arvana Comunicações do Brazil S.A. (“Arvana Com”); and(ii)
all dollar amounts are expressed in United States dollars, unless otherwise indicated.




You should read the following discussion and analysis of our financial condition, results of operations and plan of operations together with the interim consolidated financial statements and notes to the interim consolidated financial statements included in this Quarterly Report, as well as our most recent annual report Form 10-K for the year ended December 31, 2009 and current reports on Form 8-K.




Forward-Looking Statements




The information in this Quarterly Report on Form 10-Q contains forward-looking statements. These forward-looking statements involve risks and uncertainties, including statements regarding our capital needs, business plans and expectations. Such forward-looking statements involve risks and uncertainties regarding our planned business, availability of funds, government regulations, common share prices, operating costs, capital costs, our ability to deploy our planned business and generate revenues and other factors. Any statements contained herein that are not statements of historical facts may be deemed to be forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms or other comparable terminology. These statements are based on certain assumptions and analyses made by our management in light of its experience and its perception of historical trends, current conditions and expected future developments as well as other factors they believe are appropriate in the circumstances. Actual events or results may differ materially. In evaluating these statements, you should consider various factors, including the risks outlined below, and, from time to time, in other reports we file with the SEC. These factors may cause our actual results to differ materially from any forward-looking statement. We disclaim any obligation to publicly update these statements, or disclose any difference between its actual results and those reflected in these statements. Given these uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.




Overview




We are currently in the process of evaluating business opportunities and have entered a new development stage as of January 1, 2010. There can be no guarantee that we will be successful in identifying suitable business opportunities, or if we are able to identify suitable business opportunities, that we will be able to find an adequate source of financing to acquire any business or business assets, and commence operations, or that those operations, if commenced, will be successful in generating profits.




Our Plan of Operations




Our present plan of operations for the next twelve months is to identify and evaluate industries and business opportunities in order to find a suitable business to enter into.




We will not be able to pursue any new business opportunities without additional financing. Our board of directors and management are actively pursuing obtaining financing in order to maintain operations while we evaluate potential businesses.






9




In order to maintain operations while we evaluate new businesses we anticipate that we will need additional funding of approximately $100,000 during 2010. We had cash in the amount of $4,821 and a working capital deficit of $1,625,982 as at September 30, 2010. If we are successful in identifying a new business opportunity we will require funding in order to pursue that opportunity. The amount of funding required will depend on the opportunity and is not determinable at this time.




Other than small advances from shareholders, we believe that debt financing will not be an alternative for funding additional phases of our business development as we do not have tangible assets to secure any debt financing. We anticipate that additional funding will be in the form of equity financing from the sale of our common stock. However, we do not have any financing arranged and we cannot provide investors with any assurance that we will be able to obtain sufficient funding from the sale of our common stock to fund our plan of operations. The board is currently considering all avenues available to obtain financing.




Accordingly, we will require continued financial support from our shareholders and creditors until we are able to generate sufficient cash flow from operations on a sustained basis. There is substantial doubt that we will be successful at achieving these results.




Critical Accounting Policies




Critical accounting policies are those that management believes are both most important to the portrayal of the Company’s financial condition and results of operations and that require difficult, subjective, or complex judgments, often as a result of the need to make estimates about the effects of matters that involve uncertainty.




We believe that the “critical” accounting policies that we use in the preparation of our financial statements are as follows:




a) Estimates




The preparation of consolidated 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.




b) Foreign currency translation and transactions




Our functional currency is the United States dollar.




Long-term assets and liabilities denominated in a foreign currency are translated into US dollars at the exchange rate in effect on the transaction date. Revenue and expenses are translated at the average rates of exchange prevailing during the periods.




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.




c) Stock-based compensation
 
 The Company accounts for all stock-based payments to employees and non-employees under SFAS No.123R, “Accounting for Stock-Based Compensation,” using the fair value based 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.





10













We granted stock options in June 2006 and have recorded an expense of $1,424,000 in stock-based compensation expense over the vesting period of the options.




Presentation of Financial Information




Our financial statements for the quarter ended September 30, 2010 include the accounts of:




·
Arvana Networks;


·
Arvana Par; and


·
Arvana Com;




Results of Operations




Our operations for the nine months ended September 30, 2010 and 2009 are summarized below.




Three months

ended

September 30, 2010
Three months

ended

September 30, 2009
Nine months

ended

September 30, 2010
Nine months

ended

September 30, 2009Expenses:General and administration
$20,626
$36,793
$74,891
$89,365Depreciation
$0
$75
$103
$225Interest
10,946
10,758
31,794
31,184Foreign exchange (gain) loss
$64,347
$43,410
($20,060)
$60,895Comprehensive (Gain) Loss for the Period
$95,919
$91,036
$84,728
$181,669




Administration Expenses




Administrative expenses are comprised of costs associated with management compensation, office overhead including rent, legal fees, and consulting services. The changes in our administrative expenses for the three and nine months ended September 30, 2010 compared to September 30, 2009 are due to period fluctuations in general and administrative expenses.




Comprehensive Income (Loss) for the Period




We had a comprehensive loss for the three and nine months ended September 30, 2010 of $95,919 and $84,728 compared with comprehensive losses of $91,036 and $181,669 for the three and nine months ended September 30, 2009. Our comprehensive income and loss fluctuate significantly due to unrealized foreign exchange gains and losses incurred due to the level of our liabilities payable in foreign currencies. Future quarterly expenses are expected to be comparable to the current quarter until such time as a new business is entered into, net losses if any due to any new business cannot be estimated at this time.


Liquidity and Capital Resources
 
 As at September 30, 2010, we had cash of $4,821 and a working capital deficit of $1,625,982. This compares to cash of $534 and working capital deficit of $1,541,357 as at December 31, 2009.





11







Cash Used in Operating Activities




We used cash in operations in the amount of $30,949 during the nine months ended September 30, 2010, as compared to $116,471 during the nine months ended September 30, 2009. Cash used in operations during the nine months ended September 30, 2010 was attributable primarily to payments for administration expenses.




Cash Used in Investing Activities




We did not use cash in investing activities during the nine months ended September 30, 2010 or the nine months ended September 30, 2009.




Cash Flows from Financing Activities




The Company obtained $35,236 from unsecured loans bearing 6% interest per annum during the nine months ended September 30, 2010. In the nine months ended September 30, 2009 the Company obtained $125,000 from unsecured loans bearing 6% interest per annum and made a loan repayment in the amount of $3,778.




Going Concern




For the nine months ended September 30, 2010, the Company had a comprehensive loss of $84,728. At September 30, 2010, the Company had a working capital deficiency of $1,625,982. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operations. Our auditors stated in their report on our December 31, 2009 audited financial statements that they have substantial doubt we will be able to continue as a going concern.




Future Financings




We anticipate continuing to rely on equity sales of our shares of common stock in order to continue to fund our business operations. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our plan of operations.




Off-Balance Sheet Arrangements




We have no 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.






Item 3.               Quantitative and Qualitative Disclosure About Market Risk







12


Item 4.               Controls and Procedures




Disclosure Controls and Procedures




We carried out an evaluation of the effectiveness of our disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) as of September 30, 2010 (the “Evaluation Date”). This evaluation was carried out under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective as of the Evaluation Date as a result of the material weaknesses in internal control over financial reporting discussed below.




Disclosure controls and procedures are those controls and procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Exchange Act are recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is accumulated and communicated to management, including our Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.




Notwithstanding the assessment that our internal control over financial reporting was not effective and that there were material weaknesses as identified in this report, we believe that our financial statements contained in our Quarterly Report on Form 10-Q for the period ended September 30, 2010 fairly present our financial condition, results of operations and cash flows in all material respects.




Management's Annual Report on Internal Control over Financial Reporting




Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.




Internal control over financial reporting includes those policies and procedures that: (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that our receipts and expenditures are being made only in accordance with authorizations of its management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of our assets that could have a material effect on the financial statements.




Management recognizes that there are inherent limitations in the effectiveness of any system of internal control, and accordingly, even effective internal control can provide only reasonable assurance with respect to financial statement preparation and may not prevent or detect material misstatements. In addition, effective internal control at a point in time may become ineffective in future periods because of changes in conditions or due to deterioration in the degree of compliance with our established policies and procedures.




A material weakness is a significant deficiency, or combination of significant deficiencies, that results in there being a more than remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.




Under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, management conducted an evaluation of the effectiveness of our internal control over financial reporting, as of the Evaluation Date, based on the framework set forth in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on its evaluation under this framework, management concluded that our internal control over financial reporting was not effective as of the Evaluation Date.




13




Management assessed the effectiveness of the Company’s internal control over financial reporting as of Evaluation Date and identified the following material weaknesses:




Inadequate Segregation of Duties: We have an inadequate number of personnel to properly implement control procedures.




Management is committed to improving its internal controls and will (1) continue to use third party specialists to address shortfalls in staffing and to assist the Company with accounting and finance responsibilities, (2) increase the frequency of independent reconciliations of significant accounts which will mitigate the lack of segregation of duties until there are sufficient personnel.




Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.




Changes in internal control over financial reporting




As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the period ended September 30, 2010 that have materially affected, or that are reasonably likely to materially affect, our internal control over financial reporting.




Limitations on the effectiveness of controls and procedures




Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met.














14




PART II






Item 1.               Legal Proceedings.




None




Item 1A.             Risk Factors




Not required.




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




None




Item 3.               Defaults Upon Senior Securities




None.




Item 4.               (Removed and Reserved)




Item 5.               Other Information




None.





Item 6.               Exhibits





The following exhibits are included with this Quarterly Report on Form 10-Q:





Exhibit

Number
Description of Exhibit2.1
Agreement and Plan of Reorganization between the Company, Arvana Networks, Inc. and the Shareholders of Arvana Networks, Inc. dated August 18, 2005(1)3.1
Articles of Incorporation(2)3.2
Bylaws, as amended(2)3.3
Amendment to Articles of Incorporation(3)10.1
2006 Stock Option Plan, dated June 5, 2006(4)31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act(5)31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act(5)32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(5)32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(5)





(1)
Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2005.   15
   (2)
Incorporated by reference to the exhibits to the Company’s registration statement on Form 10-SB filed with the SEC on May 24, 2000.(3)
Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2010.(4)
Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2006.(5)
Filed as an exhibit to this Quarterly Report on Form 10-Q.


16





SIGNATURES




Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.






ARVANA INC.




By:
/s/ Zahir DhananiZahir Dhanani, Chief Executive OfficerDate:
November 12, 2010





By:
/s/ Arnold TinterArnold Tinter, Chief Financial OfficerDate:
November 12, 2010









17


EXHIBIT INDEX





Exhibit

Number
Description of Exhibit2.1
Agreement and Plan of Reorganization between the Company, Arvana Networks, Inc. and the Shareholders of Arvana Networks, Inc. dated August 18, 2005(1)3.1
Articles of Incorporation(2)3.2
Bylaws, as amended(2)3.3
Amendment to Articles of Incorporation(3)10.1
2006 Stock Option Plan, dated June 5, 2006(4)31.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act(5)31.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act(5)32.1
Certification of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(5)32.2
Certification of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(5)





(1)
Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the SEC on August 19, 2005.(2)
Incorporated by reference to the exhibits to the Company’s registration statement on Form 10-SB filed with the SEC on May 24, 2000.(3)
Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the SEC on October 12, 2010.(4)
Incorporated by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the SEC on June 7, 2006.(5)
Filed as an exhibit to this Quarterly Report on Form 10-Q.