**UNITED STATES  SECURITIES  AND EXCHANGE COMMISSION****Washington,  D.C. 20549**

**FORM 10-K**

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

For the  fiscal year ended December 31, 2009

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

For the transition period from  _____________ to _____________

**Commission  File Number: 0-30695**

**ARVANA  INC.**  (Exact  name of registrant as specified in its charter) 

| **NEVADA******                    | **87-0618509**         |
|-----------------------------------|------------------------|
| State    or other jurisdiction of | (I.R.S.    Employer    |
| incorporation    or organization  | Identification    No.) |

Suite 145, 925 West Georgia Street, Vancouver,   BC V6C 3L2  (Address  of principal executive offices) (Zip Code)

(formerly  Suite 2610,  1066 West Hastings Street,   Vancouver, BC V6E 3X2)

866-824-7860   (Issuer’s  telephone number) 

Securities  registered pursuant to Section 12(b) of the Act: None 

Securities  registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.001  per share 

Indicate by check mark if the registrant is a well-known  seasoned issuer, as defined in Rule 405 of the Securities  Act. Yes  [  ]      No [X]

Indicate by check mark if the registrant is not required to  file reports pursuant to Section 13 or Section 15(d) of the  Act. Yes [  ]    No [X]

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 (the "Exchange Act") 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  [X]      No  [  ]

Indicate by check mark if disclosure of delinquent filers  pursuant to Item 405 of Regulation S-K is not contained herein, and  will not be contained, to the best of the registrant's knowledge, in definitive  proxy or information statements incorporated by reference in Part III of  this Form 10-K or any amendment to this Form 10-K.  [X]

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. (Check one): 

| Large accelerated filer  [  ]                                                 | Accelerated  filer   [  ] |
|----------------------------------------------------------------------------------------------|-----------------------------------------------|
| Non-accelerated filer  [  ]     (Do not check if a smaller reporting company) | Smaller reporting company   [X]     |

Indicate by check mark whether the registrant is a shell  company (as defined in Rule 12b-2 of the Act). Yes  [X]      No  [  ] 

The aggregate market value of the common stock held by  nonaffiliates of the registrant (20,909,875 shares) based on the $0.01 closing  price of the registrant's common stock as reported on the OTCBB on  June 30, 2008, was approximately $209,099. For purposes of this  computation, all officers, directors and 10% beneficial owners of the  registrant are deemed to be affiliates. Such determination should not be deemed  to be an admission that such officers, directors or 10% beneficial owners are,  in fact, affiliates of the registrant. 

As of March 31, 2010, there  were 21,202,375****outstanding  shares of the registrant's common stock. 

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| **ITEM 1.** | **DESCRIPTION OF BUSINESS.** |
|-------------|------------------------------|

**FORWARD-LOOKING STATEMENTS**

 The information in this Annual  Report on Form 10-K contains forward-looking statements within the meaning of  Section 27A of the Securities Act of 1933, as amended, and Section 21E of the  Securities Exchange Act of 1934, as amended. 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**

 Until the end of 2007 our business  operations were focused on the telecommunications industry. In December 2007 we  decided to exit the telecommunications industry and disposed of our German  subsidiary Hallotel. We are currently in the process of evaluating other  industries and business opportunities in order to determine the focus of our  future business opportunities. 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 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.

**Corporate Organization**

 We were incorporated under the laws  of the State of Nevada  on June 16, 1977. Our authorized capital is comprised of 100,000,000 shares of  common stock, par value of $0.001.

***Subsidiaries***

 We operate through our wholly-owned  subsidiaries which include the following:

|   | 1.     | Arvana Networks Inc., a company    incorporated in Barbados    in January, 2005.                                                                                                                 |
|--------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                             |
|   | 2.     | Arvana Participações S.A., a company incorporated in Brazil    in April, 2005 and its subsidiary Arvana Comunicações. S.A., both subsidiaries of Arvana    Networks. |

***Acquisition of Arvana Networks***

 We acquired Arvana Networks in  August, 2005 in a transaction whereby we issued 4,500,000 shares of our common  stock to the former shareholders of Arvana Networks. Included in the 4,500,000  shares were 1,500,000 shares that were not considered issued for accounting  purposes as the consideration for those shares had not yet been received. In  2007, the 1,500,000 shares were returned to the Company and cancelled. Arvana  Networks’ business activities to date were directed towards market analysis,  developing business plans and searching out appropriate local partners in order  to launch VoIP telephone services in Rio de Janeiro,  Sao Paulo and other major cities in Brazil  in 2006. We are no longer pursuing business in the telecommunications industry  and Arvana Networks and its subsidiaries are considered to be inactive.

***Acquisition of BCH Beheer and  Hallotel***

On August 9, 2006, we entered into a share  purchase agreement with Brulex – Consultadoria Economica E Marketing Ltda.  (“Brulex”), its subsidiary BCH Beheer, and its subsidiary Hallotel Deutschland  GmbH (“Hallotel”) whereby we agreed to acquire Hallotel through the 

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acquisition of all of the  outstanding shares of BCH Beheer from Brulex. We completed this transaction on  August 23, 2006, and we paid to Brulex the following consideration for the  purchase:

- the issuance of 3,541,700       shares of our common stock; 
- the payment of 500,000 Euros in       cash (equivalent to $639,700 based on an exchange rate of $1.00 per 0.7816       Euros); and 
- the issuance of a promissory       note in the amount of 250,000 Euros ($319,850). 

In addition, we provided for an  adjustment to the purchase price for certain payments made by Hallotel after  October, 2005, and up to the closing date of August 23, 2006; 80,932 Euros  ($103,544) for certain telephony technology hardware purchased; and 277,630  Euros ($355,200) for actual commissions paid by Hallotel to its third party  sales persons in respect of carrier pre-select sign-ups on net new customers.  The total amount provided for in these adjustments is 358,562 Euros ($458,744)  and is payable to Brulex.

 On December 7, 2007, we entered into  a settlement and share purchase agreement with Brulex to sell Hallotel back to  Brulex. Under the terms of the agreement Brulex returned to the Company for cancellation  the 3,541,700 of its common shares issued for the acquisition of BCH Beheer and  Hallotel. The shares were valued at $283,336 based on our common share price of  $0.08 on December 7, 2007. The amounts due to Brulex under the terms of the  original Acquisition were reduced by $447,116 to €225,000. We also wrote off a  receivable due from Hallotel in the amount of $74,913 as well as software  retained by Hallotel in the amount of $64,104. The net effect of the  transactions resulted in a loss of $2,239,014 upon disposal of Hallotel. With  the sale of Hallotel we had exited the telecommunications industry.

 On December 30, 2008, the Company  entered into a sale and purchase agreement with Nazleal S.A. to dispose of the Company’s  subsidiary, BCH Beheer. Under the terms of the agreement, Nazleal S.A. will  assume all debts, obligations, and guarantees of BCH Beheer as of December 30,  2008, totaling €40,334 ($56,145) and the Company will reimburse Nazleal S.A.  €20,000 ($27,840) for assuming all of BCH Beheer’s liabilities. The Company  also wrote off $8 in cash. The net effect of the above transactions resulted in  a gain of $28,297 upon disposal of BCH Beheer.

**Our Plan of Operations**

 We exited the telecommunications  industry at the end of 2007 and 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. Since December 31, 2009 we  have obtained loans totaling $14,734 to provide operating capital. We estimate  that this provides sufficient cash to operate through June 30, 2010.

 In order to maintain operations  while we evaluate new businesses we anticipate that we will need additional  funding of approximately $200,000 during 2010. We had cash in the amount of $534  and a working capital deficit of $1,541,357 as at December 31, 2009. 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. In addition,  in order to obtain equity financing it may be necessary for us to consider a  capital restructuring, which may or may not include a common stock reverse  split. 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.

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**Management Team**

 Wayne Smith was appointed Chief  Financial Officer, Corporate Secretary and Treasurer on May 8, 2007 and Acting  Chief Executive Officer on December 7, 2007 with the resignation of the former  Chief Executive Officer Teyfik Oezcan. Mr. Smith is a self-employed financial  consultant. In addition to his position with Arvana Inc, Mr. Smith was the  Chief Financial Officer, Secretary, Treasurer and a Director from February 2,  2007 until December 15, 2008 of Xeno Transplants Corporation. Xeno is a company  engaged in the research and development of xenotransplantation in the  biotechnology industry that was publicly traded on the OTC Bulletin Board and  is currently traded on the Pink Sheets. Previously, Mr. Smith was the Chief  Operating Officer and Chief Financial Officer of Visiphor Corporation from July  2003 through January 2007. Visiphor was a software development and consulting  services company that was publicly traded on the OTC Bulletin Board and the TSX  Venture Exchange. Prior to those positions, he served as Visiphor’s Chief  Financial Officer from September 2002 to July 2003. Since  1997, Mr. Smith has been a partner of TelePartners Consulting Inc., a  consulting services company that provides management and financial consulting  services. Mr. Smith holds a Chartered Accountant designation in Canada.

**Research and Development  Expenditures**

 The Company has not incurred any  research and development expenditures during 2009 or 2008.

| **ITEM 2.** | **DESCRIPTION OF PROPERTIES.** |
|-------------|--------------------------------|

We rent approximately 500 square  feet of office space at 925 West Georgia    Street in Vancouver,   British Columbia, Canada,  on a month-to-month basis that we use for our principal executive offices. Our  monthly rent payments total $1,500 Canadian dollars.

| **ITEM 3.** | **LEGAL PROCEEDINGS.** |
|-------------|------------------------|

We currently are not a party to any  material legal proceedings and to our knowledge, no such proceedings are  threatened or contemplated. 

| **ITEM 4.** | **SUBMISSION OF MATTERS TO A VOTE OF    SECURITY HOLDERS.** |
|-------------|-------------------------------------------------------------|

No matters were submitted to a vote  of our security holders, through the solicitation of proxies or otherwise,  during our fourth quarter ended December 31, 2009.

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**PART  II**

| **ITEM 5.** | **MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.** |
|-------------|---------------------------------------------------------------|

**Market Information**

 Our common shares are quoted on the  OTC Bulletin Board under the symbol AVNI and on the Frankfurt Stock Exchange  under the symbol T5U.F. The following table indicates the high and low bid  prices of our common shares during the periods indicated:

| **OTCBB:**                                                                                                                                                          |   |            |   |   |           |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|--------|--------|----------------|--------|
|                                                                                                                                                                |   |            |   |   |           |   |
|                                              **QUARTER**        |   | **HIGH    BID** |   |   | **LOW    BID** |   |
|                                              **ENDED**          |   |            |   |   |           |   |
|                                                                                                                                                                |   |            |   |   |           |   |
|                                              December 31, 2009  | $      | 0.04            |   | $      | 0.00           |   |
|                                              September 30, 2009 | $      | 0.02            |   | $      | 0.01           |   |
|                                              June 30, 2009      | $      | 0.01            |   | $      | 0.00           |   |
|                                              March 31, 2009     | $      | 0.01            |   | $      | 0.00           |   |
|                                              December 31, 2008  | $      | 0.02            |   | $      | 0.002          |   |
|                                              September 30, 2008 | $      | 0.02            |   | $      | 0.01           |   |
|                                              June 30, 2008      | $      | 0.075           |   | $      | 0.005          |   |
|                                              March 31, 2008     | $      | 0.03            |   | $      | 0.005          |   |
|                                                                                                                                                                |   |            |   |   |           |   |
| **FRANKFURT****(in Euros):**                                                                                                                                        |   |            |   |   |           |   |
|                                                                                                                                                                |   |            |   |   |           |   |
|                                              **QUARTER**        |   | **HIGH    BID** |   |   | **LOW    BID** |   |
|                                              **ENDED**          |   |            |   |   |           |   |
|                                                                                                                                                                |   |            |   |   |           |   |
|                                              December 31, 2009  |   | 0.001           |   |   | 0.001          |   |
|                                              September 30, 2009 |   | 0.001           |   |   | 0.001          |   |
|                                              June 30, 2009      |   | 0.001           |   |   | 0.001          |   |
|                                              March 31, 2009     |   | 0.001           |   |   | 0.001          |   |
|                                              December 31, 2008  |   | 0.014           |   |   | 0.001          |   |
|                                              September 30, 2008 |   | 0.02            |   |   | 0.001          |   |
|                                              June 30, 2008      |   | 0.04            |   |   | 0.001          |   |
|                                              March 31, 2008     |   | 0.018           |   |   | 0.001          |   |

The source of the high and low bid  information for the OTCBB is the NASD OTC Bulletin Board. The market quotations  provided reflect inter-dealer prices, without retail mark-up, markdown or  commission and may not represent actual transactions.

**Holders of Common Stock**

 As at March 31, 2010, we had  21,202,375 shares of common stock issued and outstanding and there were 55  registered holders based on the records of the Company’s transfer agent. The  registered holders do not include beneficial owners of the Company's common  shares whose shares are held in the names of various securities brokers,  dealers and registered clearing agencies.

**Dividends**

 There are no restrictions in our  articles of incorporation or bylaws that prevent us from declaring dividends.  The Nevada Revised Statutes, however, do prohibit us from declaring dividends  where, after giving effect to the distribution of the dividend:

| 1.     | We would not be able to pay our    debts as they become due in the usual course of business; or                                                                                                                                     |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                     |
| 2.     | Our total assets would be less    than the sum of our total liabilities plus the amount that would be needed to    satisfy the rights of shareholders who have preferential rights superior to    those receiving the distribution. |

We have not declared any dividends  and we do not plan to declare any dividends in the foreseeable future.

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**Recent Sales of Unregistered  Securities**

 During the quarter ended December  31, 2009, there were no sales of securities.

**Small Business Issuer Purchases of  Equity Securities**

 During the quarter ended December  31, 2009, there were no purchases of equity securities effected by the Company  or any affiliated purchasers.

| **ITEM 7.** | **MANAGEMENT'S DISCUSSION AND    ANALYSIS OR PLAN OF OPERATION.** |
|-------------|-------------------------------------------------------------------|

The following discussion of our  financial condition, changes in financial condition and results of operations  for the year ended December 31, 2009 should be read in conjunction with our  audited consolidated financial statements and related notes for the year ended  December 31, 2009.

**Presentation of Financial  Information**

 Our financial statements for the  year ended December 31, 2009 include the accounts of:

- Arvana Networks; 
- Arvana Par; 
- Arvana Com; 
- BCH Beheer up to the disposal       date of December 30, 2008; 
- Hallotel Deutschland GmbH up to       the disposal date of December 7, 2007. 

The accounts of BCH Beheer and  Hallotel are included in our statements of operations and statements of cash  flows from August 23, 2006, being the date of closing of our acquisition of BCH  Beheer and Hallotel, through December 30, 2008 for BCH Beheer and December 7,  2007 for Hallotel. Our results of operations presented below do not include the  results of operations of BCH Beheer after December 30, 2008 or Hallotel after  December 7, 2007.

**Results of Operations**

 References in the discussion below  to 2009 are to our fiscal year ended December 31, 2009. Similarly, references  to 2008 are to our fiscal year ended December 31, 2008. References to 2010 are  to our current fiscal year that will end December 31, 2010.

 Our operations for the years ended  December 31, 2009 and 2008 are summarized below. 

|                                           | **Year    ended December 31,****2009** | **Year    ended December 31,****2008** |
|------------------------------------------------|----------------------------------------|----------------------------------------|
| **Operating Expenses:**                        |                                   |                                   |
|    General and    Administration     | $190,019                               | $271,443                               |
|    Depreciation                      | $300                                   | $299                                   |
|    Foreign exchange    (gain) loss   | $53,604                                | $(62,745)                              |
| **Other Items:**                               |                                   |                                   |
|    Stock Based    Compensation       | $0                                     | $528,800                               |
|    Gain on disposal of BCH    Beheer | $0                                     | $28,297                                |
| **Comprehensive Loss for the Period**          | $243,923                               | $709,500                               |

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***Administration Expenses***

 Administrative expenses are  comprised of costs associated with management compensation, office overhead  including rent, legal fees, and consulting services.

***Foreign Exchange Gains (Losses)***

 Foreign exchange gains and losses are  associated with exchange rate changes affecting the Company’s payables and  loans that are based in Euros and Canadian dollars.

***Stock-based Compensation***

 In June 2006, we awarded 1,600,000  stock options to a number of directors, management and consultants. The stock  options have an exercise price of $1.25 per share which was the current market  value of the shares at the time. As a result of this program, we have recorded  an expense of $1,424,000 in stock-based compensation expense over the vesting  period of the options. The Company recorded an expense of $528,800 in 2008 for  the pro-rated portion of the full charge.

***Gain on disposal of BCH Beheer***

 On December 30, 2008, the Company  entered into a sale and purchase agreement with Nazleal S.A. to dispose of the Company’s  subsidiary, BCH Beheer. Under the terms of the agreement, Nazleal S.A. will  assume all debts, obligations, and guarantees of BCH Beheer as of December 30,  2008, totaling €40,334 ($56,145) and the Company will reimburse Nazleal S.A.  €20,000 ($27,840) for assuming all of BCH Beheer’s liabilities. The Company  also wrote off $8 in cash. The net effect of the above transactions resulted in  a gain of $28,297 upon disposal of BCH Beheer.

***Net Loss for the Period***

 We incurred a net loss of $243,923  for the year ended December 31, 2009 compared with a net loss of $709,500 in  2008. The majority of the loss in 2008 was related to our stock-based  compensation expense.

**Liquidity and Capital Resources**

 As at December 31, 2009, we had cash  of $534 and a working capital deficit of $1,541,357. This compares to cash of $738  and working capital deficit of $1,297,734 as at December 31, 2008.

***Plan of Operations***

 We exited the telecommunications  industry at the end of 2007 and 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. Since December 31, 2009 we  have obtained loans totaling $14,734 to provide operating capital. We estimate  that this provides sufficient cash to operate through June 30, 2010.

 In order to maintain operations  while we evaluate new businesses we anticipate that we will need additional  funding of approximately $200,000 during 2010. We had cash in the amount of $534  and a working capital deficit of $1,541,357 as at December 31, 2009. 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.

 During the next twelve month period,  we anticipate that our revenues will not exceed our operating expenses.  Accordingly, we will be required to obtain additional financing in order to  continue our plan of operations. 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. In addition, in order to  obtain equity financing it may be necessary for us to consider a capital  restructuring, which may or may not include a common stock reverse split. The  board is currently considering all avenues available to obtain financing.

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***Cash Used in Operating Activities***

 We used cash in operations in the  amount of $123,226 during fiscal 2009, as compared to $233,150 during fiscal  2008. Cash used in operations during the year ended December 31, 2009 was  attributable primarily to payments for administrative expenses.

***Cash Used  in Investing Activities***

 We did not use cash in investing  activities during the year ended December 31, 2009 or 2008. ****

***Cash Flows from Financing Activities***

 The Company obtained $123,022 from  financing activities during fiscal 2009. The Company received $126,800 from  unsecured loans bearing 6% interest per annum and made a loan repayment of  $3,778. In fiscal 2008 the Company received $234,779 from unsecured loans  bearing 6% interest per annum and made a loan repayment of $3,804.

***Going Concern***

 For the year ended December 31, 2009,  the Company incurred a loss from operations of $243,923. At December 31, 2009,  the Company had a working capital deficiency of $1,541,357. These conditions  raise substantial doubt about the Company’s ability to continue as a going  concern. Since inception of the Company we have not attained profitable  operations and are dependent upon obtaining financing to pursue our plan of  operations. For these reasons our auditors stated in their report on our  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.

**Critical Accounting Policies**

***Basis of Presentation***

 We are currently in the development  stage and present our financial statements in accordance with Statement of  Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting by  Development Stage Enterprises”.

 Our financial statements include the  accounts of the Company, its wholly-owned subsidiaries Arvana Networks, Arvana  Par, Arvana Com and its former wholly owned subsidiaries BCH Beheer up to  December 30, 2008 and Hallotel up to December 7, 2007. All significant  inter-company transactions and balances have been eliminated.

***Foreign currency translation and  transactions***

 Our functional currency is the United States  dollar. 

 The Company uses the temporal method  when translating the Brazilian subsidiary operations. 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. 

 The Company used the current rate  method when translating its former German subsidiary operations Hallotel. All  assets and liabilities denominated in a foreign currency are translated into US  dollars at the exchange rate in effect on the balance sheet date. Revenue and  expenses are translated at the average rates of exchange prevailing during the  periods. The cumulative effects of these translation adjustments are presented  as a component of comprehensive income.

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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.

***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.

***Stock-based  Compensation Expense***

 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. 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. The Company  recorded an expense of $528,800 in 2008 for the pro-rated portion of the full  charge.

**Recent Accounting Pronouncements**

*Accounting Standards Update (“ASU”)  2010-06*In  January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and  Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements,  amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and  clarify existing disclosures relating to fair value measurements.  The new disclosures and clarifications of  existing disclosures are effective for interim and annual reporting periods  beginning after December 15, 2009, except for the disclosures about purchases,  sales, issuances, and settlements in Level 3 fair value measurements, which are  effective for fiscal years beginning after December 15, 2010 and for interim  periods within those fiscal years. The Company is currently evaluating the  impact of ASU 2010-06, but does not expect its adoption to have a material  impact on the Company’s financial position or results of operations.

*Accounting Standards Update (“ASU”)  2009-13*In October 2009, the FASB issued ASU  2009-13, Revenue Recognition (Topic 605), Multiple-Deliverable Revenue  Arrangements amending ASC 605. ASU 2009-13 requires entities to allocate  revenue in an arrangement using estimated selling prices of the delivered goods  and services based on a selling price hierarchy. ASU 2009-13 eliminates the  residual method of revenue allocation and requires revenue to be allocated  using the relative selling price method. ASU 2009-13 is effective prospectively  for revenue arrangements entered into or materially modified in fiscal years  beginning on or after June 15, 2010. The Company is currently evaluating  the impact of ASU 2009-13, but does not expect its adoption to have a material  impact on the Company’s financial position or results of operations. 

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| **ITEM 8.** | **FINANCIAL STATEMENTS.** |
|-------------|---------------------------|

Our audited financial statements for  the year ended December 31, 2009, as set forth below, are included with this Annual  Report on Form 10-K. Our audited financial statements are prepared on the basis  of accounting principles generally accepted in the United States and are expressed in  U.S. dollars. 

|                                                                                                                                                                                                              | **PAGE** |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|----------|
|                                                                                                                                                                                                              |     |
|   Auditors’ Report                                                                                                                                                                                | 11       |
|                                                                                                                                                                                                              |     |
|   Consolidated Balance Sheets, December 31, 2009 and 2008                                                                                                                                               | 12       |
|                                                                                                                                                                                                              |     |
|   Consolidated Statements of Operations for the years ended    December 31, 2009 and 2008 and cumulative amounts from the beginning of the    development stage on January 1, 2005 to December 31, 2009 | 13       |
|                                                                                                                                                                                                              |     |
|   Consolidated Statements of Cash Flows for the years ended    December 31, 2009 and 2008 and cumulative amounts from the beginning of the    development stage on January 1, 2005 to December 31, 2009 | 14       |
|                                                                                                                                                                                                              |     |
|   Consolidated Statements of Changes in Stockholders’ Equity    for the years ended December 31, 2009 and 2008                                                                                    | 15       |
|                                                                                                                                                                                                              |     |
|   Notes to Consolidated Financial Statements                                                                                                                                                            | 16       |

10

----

**REPORT OF INDEPENDENT REGISTERED****PUBLIC ACCOUNTING FIRM**

** **

** **

To the  Stockholders and the Board of Directors of  Arvana, Inc. and  subsidiaries (A Development Stage Company)

We have audited the accompanying consolidated balance sheets of Arvana,  Inc. and subsidiaries (A Development Stage Company) as at December 31, 2009 and  2008 and the related consolidated statements of operations and comprehensive  loss, stockholders' equity (deficiency) and cash flows for the years then ended  and for the period from the beginning of the development stage on January 1, 2005  to December 31, 2009.  These consolidated  financial statements are the responsibility of the Company's management.  Our responsibility is to express an opinion  on these financial statements based on our audits. 

 We conducted our audits in  accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we  plan and perform the audit to obtain reasonable assurance about whether the  financial statements are free of material misstatement. The company is not  required to have, nor were we  engaged to perform, an audit of its internal control over financial reporting.  Our audit included consideration of internal  control over financial reporting as a basis for designing audit procedures that  are appropriate in the circumstances, but not for the purpose of  expressing an opinion on the effectiveness of the company's internal control over financial reporting. Accordingly, we  express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and  disclosures in the financial statements, assessing the accounting principles used and significant estimates made by  management, as well as evaluating the overall financial statement presentation. We believe that our  audits provide a reasonable basis for our opinion. 

In our opinion, the consolidated financial statements referred to above  present fairly, in all material respects, the financial position of the Company  as at December 31, 2009 and 2008 and the results of its operations and its cash  flows for the years then ended and for the period from the beginning of the  development stage on January   1, 2005 to December 31, 2009 in conformity with generally accepted  accounting principles in the United States of America. 

The accompanying consolidated financial statements have been prepared  assuming that the Company will continue as a going concern.  As discussed in Note 1 to the consolidated  financial statements, the Company has minimal assets, is dependent upon  financing to continue operations has suffered recurring losses from operations,  and has a working capital deficit as of December 31, 2009.  These matters raise substantial doubt about  the Company's ability to continue as a going concern.  Management's plans in regards to these  matters are discussed in Note 1.  The  consolidated financial statements do not include any adjustments that might  result from the outcome of this uncertainty.

** **

**“DAVIDSON & COMPANY LLP”**

| Vancouver,    Canada | Chartered    Accountants |
|----------------------|--------------------------|
|                 |                     |
| April 8, 2010        |                     |

11

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**ARVANA  INC. AND SUBSIDIARIES**(A DEVELOPMENT STAGE COMPANY) CONSOLIDATED BALANCE SHEETS (EXPRESSED IN US DOLLARS)

|                                                                                                                                                                                                    |   |            |   |   |            |   |
|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------|-----------------|--------|--------|-----------------|--------|
|                                                                                                                                                                                                    |   | December    31, |   |   | December    31, |   |
|                                    |   | 2009            |   |   | 2008            |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
| **ASSETS**                                                                                                                                                                                              |   |            |   |   |            |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
| **Current**                                                                                                                                                                                             |   |            |   |   |            |   |
|        Cash                                                                                                                                                                         | $      |  534       |   | $      |  738       |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
|                                                                                                                                                                                                    |   | 534             |   |   | 738             |   |
| **Long-term**                                                                                                                                                                                           |   |            |   |   |            |   |
|        Equipment    (Note 6)                                                                                                                                                        |   | 103             |   |   | 403             |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
|                                                                                                                                                                                                    | $      |  637       |   | $      | 1,141           |   |
| **LIABILITIES AND STOCKHOLDERS' DEFICIENCY**                                                                                                                                                            |   |            |   |   |            |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
| **Current**                                                                                                                                                                                             |   |            |   |   |            |   |
|           Accounts payable and accrued liabilities                                                                                                                                  | $      |  449,159   |   | $      |  360,275   |   |
|        Note    payable                                                                                                                                                              |   | 171,984         |   |   | 167,040         |   |
|        Amounts    due to related parties (Note 7)                                                                                                                                   |   | 207,661         |   |   | 196,482         |   |
|        Loans    Payable (Note 7)                                                                                                                                                    |   | 713,087         |   |   | 574,675         |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
|                                                                                                                                                                                                    |   | 1,541,891       |   |   | 1,298,472       |   |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
| **Stockholders' deficiency**                                                                                                                                                                            |   |            |   |   |            |   |
|        Common    stock (Note 8)                                                                                                                                                     |   |            |   |   |            |   |
|                 100,000,000 common shares authorized at $0.001 par value;                                                                                            |   |            |   |   |            |   |
|                 21,202,375 common shares issued and outstanding (2008 - 21,202,375)                                                                                  |   | 21,203          |   |   | 21,203          |   |
|           Additional paid-in capital                                                                                                                                                |   | 21,426,301      |   |   | 21,426,301      |   |
|        Deficit                                                                                                                                                                      |   | (95,331         | )      |   | (95,331         | )      |
|        Deficit    accumulated during the development stage                                                                                                                          |   | (22,610,091     | )      |   | (22,366,168     | )      |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
|                                                                                                                                                                                                    |   | (1,257,918      | )      |   | (1,013,995      | )      |
|        Less:    Treasury stock - 3,541,700 common shares (2008 - 3,541,700)                                                                                                         |   | (283,336        | )      |   | (283,336        | )      |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
|                                                                                                                                                                                                    |   | (1,541,254      | )      |   | (1,297,331      | )      |
|                                                                                                                                                                                                    |   |            |   |   |            |   |
|                                                                                                                                                                                                    | $      | 637             |   | $      |  1,141     |   |

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

12

----

**ARVANA  INC. AND SUBSIDIARIES**(A  DEVELOPMENT STAGE COMPANY)CONSOLIDATED STATEMENT OF OPERATIONS AND COMPREHENSIVE LOSS (EXPRESSED IN US DOLLARS)

|                                                                 |   |                  |   |   |                    |   |   |                         |   |
|----------------------------------------------------------------------|--------|-----------------------|--------|--------|-------------------------|--------|--------|------------------------------|--------|
|                                                                 |   |                  |   |   |                    |   |   | Cumulative    amounts        |   |
|                                                                 |   |                  |   |   |                    |   |   | from    the beginning of the |   |
|                                                                 |   | For    the year ended |   |   | development    stage on |   |
|                                                                 |   | December    31,       |   |   | January    1, 2005 to   |   |
|                                                                 |   | 2009                  |   |   | 2008                    |   |   | December    31, 2009         |   |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Sales                                                                | $      |  -               |   | $      |  -                 |   | $      |  7,573,714              |   |
| Cost of sales                                                        |   | -                     |   |   | -                       |   |   | (5,896,638                   | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Gross profit                                                         |   | -                     |   |   | -                       |   |   | 1,677,076                    |   |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Operating expenses                                                   |   |                  |   |   |                    |   |   |                         |   |
|        Selling    and promotion                  |   | -                     |   |   | -                       |   |   | (188,078                     | )      |
|        General    and administrative             |   | (190,019              | )      |   | (271,443                | )      |   | (3,902,083                   | )      |
|           Research and development               |   | -                     |   |   | -                       |   |   | (170,083                     | )      |
|           Depreciation                           |   | (300                  | )      |   | (299                    | )      |   | (270,321                     | )      |
|        Foreign    exchange gain (loss)           |   | (53,604               | )      |   | 62,745                  |   |   | (261,689                     | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Operating loss                                                       |   | (243,923              | )      |   | (208,997                | )      |   | (3,115,178                   | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Other items                                                          |   |                  |   |   |                    |   |   |                         |   |
|           Stock-based compensation               |   | -                     |   |   | (528,800                | )      |   | (9,837,290                   | )      |
|        Loss on    write-off of equipment         |   | -                     |   |   | -                       |   |   | (67,798                      | )      |
|        Loss on    acquisition of Arvana Networks |   | -                     |   |   | -                       |   |   | (7,013,310                   | )      |
|        Loss on    acquisition of Arvana Com      |   | -                     |   |   | -                       |   |   | (279,037                     | )      |
|        Loss on    bad debt expense               |   | -                     |   |   | -                       |   |   | (58,411                      | )      |
|        Loss on    disposal of Hallotel           |   | -                     |   |   | -                       |   |   | (2,239,014                   | )      |
|        Gain on    disposal of BCH Beheer         |   | -                     |   |   | 28,297                  |   |   | 28,297                       |   |
|        Other    income                           |   | -                     |   |   | -                       |   |   | 9,425                        |   |
|        Gain on    debt settlement                |   | -                     |   |   | -                       |   |   | 75,000                       |   |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Net loss before income taxes                                         |   | (243,923              | )      |   | (709,500                | )      |   | (22,497,316                  | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Income taxes                                                         |   | -                     |   |   | -                       |   |   | (67,035                      | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| Net loss for the period                                              | $      |  (243,923        | )      | $      |  (709,500          | )      | $      |  (22,564,351            | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| **Other comprehensive loss**                                         |   | -                     |   |   | -                       |   |   | (45,740                      | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| **Comprehensive loss for the period**                                | $      |  (243,923        | )      | $      |  (709,500          | )      | $      |  (22,610,091            | )      |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| **Loss per share - basic and diluted**                               | $      |  (0.01           | )      | $      |  (0.03             | )      |   |                         |   |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
|                                                                 |   |                  |   |   |                    |   |   |                         |   |
| **Weighted average number of common    shares outstanding**          |   | 21,202,375            |   |   | 21,202,375              |   |   |                         |   |

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

13

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**ARVANA  INC. AND SUBSIDIARIES**(A DEVELOPMENT STAGE COMPANY) CONSOLIDATED STATEMENT OF CASH FLOWS (EXPRESSED IN US DOLLARS)

|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|---------------------------------------------------------------------------------------------------------------------------|--------|-----------------------|---------|--------|-------------------------|---------|--------|------------------------------|---------|
|                                                                                                                      |   |                  |    |   |                    |    |   | Cumulative    amounts        |    |
|                                                                                                                      |   |                  |    |   |                    |    |   | from    the beginning of the |    |
|                                                                                                                      |   | For    the year ended |    |   | development    stage on |    |
|                                                                                                                      |   | December    31,       |    |   | January    1, 2005 to   |    |
|                                                                                                                      |   | 2009                  |    |   | 2008                    |    |   | December    31, 2009         |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Cash flows from operating    activities**                                                                               |   |                  |    |   |                    |    |   |                         |    |
|      Net loss for    the period                                                                            | $      |  (243,923        | )       | $      |  (709,500          | )       | $      |  (22,564,351            | )       |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|      Items not    involving cash:                                                                          |   |                  |    |   |                    |    |   |                         |    |
|               Depreciation and amortization                                                 |   | 300                   |    |   | 299                     |    |   | 270,321                      |    |
|               Stock-based compensation                                                      |   | -                     |    |   | 528,800                 |    |   | 9,837,290                    |    |
|               Loss on acquisition of Arvana Networks                                        |   | -                     |    |   | -                       |    |   | 7,013,310                    |    |
|               Loss on acquisition of Arvana Comunicacoes                                    |   | -                     |    |   | -                       |    |   | 279,037                      |    |
|               Loss on write-off of equipment                                                |   | -                     |    |   | -                       |    |   | 67,798                       |    |
|               Loss on bad debt expense                                                      |   | -                     |    |   | -                       |    |   | 58,411                       |    |
|               Gain on debt settlement                                                       |   | -                     |    |   | -                       |    |   | (75,000                      | )       |
|               Loss on disposal of Hallotel                                                  |   | -                     |    |   | -                       |    |   | 2,239,014                    |    |
|               Gain on disposal of BCH Beheer                                                |   | -                     |    |   | (28,297                 | )  |   | (28,297                      | )       |
|               Deferred income taxes                                                         |   | -                     |    |   | -                       |    |   | 31,294                       |    |
|               Unrealized foreign exchange                                                   |   | 48,790                |    |   | (53,895                 | )  |   | (5,105                       | )       |
|      Changes in    non-cash working capital:                                                               |   |                  |    |   |                    |    |   |                         |    |
|               Receivables                                                                   |   | -                     |    |   | -                       |    |   | (503,998                     | )       |
|               Accounts payable and accrued liabilities                                      |   | 67,801                |    |   | 22,464                  |    |   | 1,539,927                    |    |
|               Amounts due to related parties                                                |   | 3,806                 |    |   | 6,979                   |    |   | (228,549                     | )       |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|      Net cash used    in operations                                                                        |   | (123,226              | )       |   | (233,150                | )       |   | (2,068,868                   | )       |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Cash flows from investing    activities**                                                                               |   |                  |    |   |                    |    |   |                         |    |
|      Acquisition of    equipment                                                                           |   | -                     |    |   | -                       |    |   | (378,751                     | )       |
|      Proceeds of    sale of equipment                                                                      |   | -                     |    |   | -                       |    |   | 3,702                        |    |
|      Cash portion    of Investment in BCH Beheer / Hallotel                                                |   | -                     |    |   | -                       |    |   | (1,445,235                   | )       |
|      Cash of    Hallotel on disposition date                                                               |   | -                     |    |   | -                       |    |   | (53,136                      | )       |
|      Cash of BCH    Beheer / Hallotel on acquisition date                                                  |   | -                     |    |   | -                       |    |   | 105,659                      |    |
|      Cash of Arvana    Networks on acquisition date                                                        |   | -                     |    |   | -                       |    |   | 5,800                        |    |
|      Cash of Arvana    Comunicacoes on acquisition date                                                    |   | -                     |    |   | -                       |    |   | 62,465                       |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|      Net cash used    in investing activities                                                              |   | -                     |    |   | -                       |    |   | (1,699,496                   | )       |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Cash flows from financing    activities**                                                                               |   |                  |    |   |                    |    |   |                         |    |
|      Proceeds of    loans payable                                                                          |   | 126,800               |    |   | 234,779                 |    |   | 722,251                      |    |
|      Repayments of    loan payable                                                                         |   | (3,778                | )  |   | (3,804                  | )  |   | (7,582                       | )  |
|      Contribution    to capital                                                                            |   | -                     |    |   | -                       |    |   | 900                          |    |
|      Proceeds from    issuance of common stock, net of finders' fees                                       |   | -                     |    |   | -                       |    |   | 3,097,750                    |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|      Net cash    provided by financing activities                                                          |   | 123,022               |    |   | 230,975                 |    |   | 3,813,319                    |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Effect of exchange rate   changes on    cash**                                                                          |   | -                     |    |   | -                       |    |   | (45,653                      | )       |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Increase (decrease) in   cash**                                                                                         |   | (204                  | )       |   | (2,175                  | )       |   | (698                         | )       |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Cash , beginning of   period**                                                                                          |   | 738                   |    |   | 2,913                   |    |   | 1,232                        |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Cash, end of period**                                                                                                   | $      |  534             |    | $      |  738               |    | $      |  534                    |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Supplementary information**                                                                                             |   |                  |    |   |                    |    |   |                         |    |
|      Interest paid                                                                                         | $      | 1,608                 |    | $      |  -                 |    |   |                         |    |
|      Taxes paid                                                                                            |   | -                     |    |   | -                       |    |   |                         |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
| **Transactions not   involving cash**                                                                                     |   |                  |    |   |                    |    |   |                         |    |
|      Write-off of    software associated with the disposal of Hallotel                                     |   | -                     |    |   | -                       |    |   | 64,104                       |    |
|      Issuance of    stock for settlement of debt; 500,000 shares of common stock                           |   | -                     |    |   | -                       |    |   | 75,000                       |    |
|      Decrease in    accounts payable due to Brulex due to disposal of Hallotel                             |   | -                     |    |   | -                       |    |   | 338,236                      |    |
|      Decrease in    note payable due to Brulex due to disposal of Hallotel                                 |   | -                     |    |   | -                       |    |   | 108,880                      |    |
|      Loss of    receivables due to Hallotel disposal                                                       |   | -                     |    |   | -                       |    |   | 1,554,068                    |    |
|      Loss of    property and equipment due to Hallotel disposal                                            |   | -                     |    |   | -                       |    |   | 516,497                      |    |
|      Loss of    accounts payable and accrued liabilities due to Hallotel disposal                          |   | -                     |    |   | -                       |    |   | 1,867,306                    |    |
|      Loss of    deferred income tax liability due to Hallotel disposal                                     |   | -                     |    |   | -                       |    |   | 31,445                       |    |
|      Decrease in    accounts payable due to disposal of BCH Beheer                                         |   | -                     |    |   | 28,305                  |    |   | 28,305                       |    |
|                                                                                                                      |   |                  |    |   |                    |    |   |                         |    |
|      Common shares    cancelled due to disposal of Hallotel (3,541,700 @ $0.08)                            |   | -                     |    |   | -                       |    |   | 283,336                      |    |
|      Common shares    issued for services (451,875 @ $0.40)                                                |   | -                     |    |   | -                       |    |   | 180,750                      |    |
|      Common shares    issued for acquisition of BCH Beheer / Hallotel (3,541,700 @ $0.40)                  |   | -                     |    |   | -                       |    |   | 1,416,680                    |    |
|      Common shares    issued for finders fees for BCH Beheer / Hallotel Acquisition (208,300   @    $0.40) |   | -                     |    |   | -                       |    |   | 83,320                       |    |

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

14

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**ARVANA  INC. AND SUBSIDIARIES**(A DEVELOPMENT STAGE COMPANY)  CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY (DEFICIENCY)(EXPRESSED IN US DOLLARS) 

|                                                                                                             | Common Stock |   |   | Treasury Stock |   |   |       |   |   |           |   |   | Deficit          |   |   |          |   |   |              |   |
|------------------------------------------------------------------------------------------------------------------|--------------|--------|--------|----------------|--------|--------|------------|--------|--------|----------------|--------|--------|------------------|--------|--------|---------------|--------|--------|-------------------|--------|
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   | Accumulated       |   |   | Accumulated |   |   | Total |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   | Additional       |   |   |          |   |   | during the        |   |   | other |   |   | Stockholders' |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   | Paid-in          |   |   |          |   |   | development       |   |   | comprehensive |   |   | Equity |   |
|                                                                                                             | Shares       |   |   | Amount         |   |   | Shares     |   |   | Amount         |   |   | Capital          |   |   | Deficit       |   |   | stage             |   |   | loss |   |   | (Deficiency) |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
| **From inception to December 31, 2004**                                                                          | 8,253,000    |   | $      |  8,253    |   |   | -          |   | $      |  -        |   | $      |  88,310     |   | $      |  (95,331 | )      | $      |  -           |   | $ |  - |   | $ |  1,232 |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
|      Contribution to capital                                                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | 900              |   |   | -             |   |   | -                 |   |   | - |   |   | 900 |   |
|      Return and cancellation of common stock - March 2005                                         | (1,350,000   | )      |   | (1,350         | )      |   | -          |   |   | -              |   |   | 1,350            |   |   | -             |   |   | -                 |   |   | - |   |   | - |   |
|      Issuance of common stock for cash at $0.10 - May 2005                                        | 3,000,000    |   |   | 3,000          |   |   | -          |   |   | -              |   |   | 5,997,000        |   |   | -             |   |   | -                 |   |   | - |   |   | 6,000,000 |   |
|      Issuance of common stock for cash at $1.25 - July 2005                                       | 400,000      |   |   | 400            |   |   | -          |   |   | -              |   |   | 911,600          |   |   | -             |   |   | -                 |   |   | - |   |   | 912,000 |   |
|      Return and cancellation of common stock - August 2005                                        | (1,017,000   | )      |   | (1,017         | )      |   | -          |   |   | -              |   |   | 1,017            |   |   | -             |   |   | -                 |   |   | - |   |   | - |   |
|      Issuance of common stock for cash at $1.25 - August 2005                                     | 792,000      |   |   | 792            |   |   | -          |   |   | -              |   |   | 1,804,968        |   |   | -             |   |   | -                 |   |   | - |   |   | 1,805,760 |   |
|      Issuance of common stock for finders fee at $2.28 - August 2005                              | 330,000      |   |   | 330            |   |   | -          |   |   | -              |   |   | 752,070          |   |   | -             |   |   | -                 |   |   | - |   |   | 752,400 |   |
|      Issuance of common stock in transaction with Arvana Networks at $2.28 - August 2005          | 3,000,000    |   |   | 3,000          |   |   | -          |   |   | -              |   |   | 6,837,000        |   |   | -             |   |   | -                 |   |   | - |   |   | 6,840,000 |   |
|      Finders fees paid in cash - July, August, September 2005                                     | -            |   |   | -              |   |   | -          |   |   | -              |   |   | (164,000         | )      |   | -             |   |   | -                 |   |   | - |   |   | (164,000 | ) |
|      Issuance of common stock for cash at $1.25 - October 2005                                    | 440,000      |   |   | 440            |   |   | -          |   |   | -              |   |   | 1,002,760        |   |   | -             |   |   | -                 |   |   | - |   |   | 1,003,200 |   |
|      Issuance of common stock for finders fee at $2.28 - October 2005                             | 43,500       |   |   | 44             |   |   | -          |   |   | -              |   |   | 99,137           |   |   | -             |   |   | -                 |   |   | - |   |   | 99,181 |   |
|      Finders fees paid in cash - October 2005                                                     | -            |   |   | -              |   |   | -          |   |   | -              |   |   | (54,750          | )      |   | -             |   |   | -                 |   |   | - |   |   | (54,750 | ) |
|      Net operating loss for the year ended December 31, 2005                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | -                |   |   | -             |   |   | (16,492,608       | )      |   | - |   |   | (16,492,608 | ) |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
| **Balance December 31, 2005**                                                                                    | 13,891,500   |   | $      |  13,892   |   |   | -          |   | $      |  -        |   | $      |  17,277,362 |   | $      |  (95,331 | )      | $      |  (16,492,608 | )      | $ |  - |   | $ |  703,315 |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
|      Stock-based compensation                                                                     | -            |   |   | -              |   |   | -          |   |   | -              |   |   | 232,400          |   |   | -             |   |   | -                 |   |   | - |   |   | 232,400 |   |
|      Issuance of common stock for acquisition of BCH Beheer / Hallotel, including transaction fee | 3,750,000    |   |   | 3,750          |   |   | -          |   |   | -              |   |   | 1,496,250        |   |   | -             |   |   | -                 |   |   | - |   |   | 1,500,000 |   |
|      Issuance of common stock for cash at $0.40                                                   | 2,625,000    |   |   | 2,625          |   |   | -          |   |   | -              |   |   | 1,047,375        |   |   | -             |   |   | -                 |   |   | - |   |   | 1,050,000 |   |
|      Issuance of common stock for services at $0.40                                               | 451,875      |   |   | 452            |   |   | -          |   |   | -              |   |   | 180,298          |   |   | -             |   |   | -                 |   |   | - |   |   | 180,750 |   |
|      Finders fees paid in cash                                                                    | -            |   |   | -              |   |   | -          |   |   | -              |   |   | (73,500          | )      |   | -             |   |   | -                 |   |   | - |   |   | (73,500 | ) |
|      Net operating loss for the year ended December 31, 2006                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | -                |   |   | -             |   |   | (1,742,930        | )      |   | - |   |   | (1,742,930 | ) |
|      Foreign currency translation adjustment                                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | -                |   |   | -             |   |   | -                 |   |   | (59,530 | ) |   | (59,530 | ) |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
| **Balance December 31, 2006**                                                                                    | 20,718,375   |   | $      |  20,719   |   |   | -          |   | $      |  -        |   | $      |  20,160,185 |   | $      |  (95,331 | )      | $      |  (18,235,538 | )      | $ |  (59,530 | ) | $ |  1,790,505 |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
|      Stock-based compensation                                                                     | -            |   |   | -              |   |   | -          |   |   | -              |   |   | 662,800          |   |   | -             |   |   | -                 |   |   | - |   |   | 662,800 |   |
|      Return and cancellation of common stock                                                      | (16,000      | )      |   | (16            | )      |   | -          |   |   | -              |   |   | 16               |   |   | -             |   |   | -                 |   |   | - |   |   | - |   |
|      Issuance of common stock for debt settlement                                                 | 500,000      |   |   | 500            |   |   | -          |   |   | -              |   |   | 74,500           |   |   | -             |   |   | -                 |   |   | - |   |   | 75,000 |   |
|      Treasury stock acquired on disposal of subsidiary                                            | -            |   |   | -              |   |   | (3,541,700 | )      |   | (283,336       | )      |   |             |   |   | -             |   |   | (45,740           | )      |   | 45,740 |   |   | (283,336 | ) |
|      Net operating loss for the year ended December 31, 2007                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | -                |   |   | -             |   |   | (3,375,390        | )      |   | - |   |   | (3,375,390 | ) |
|      Foreign currency translation adjustment                                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | -                |   |   | -             |   |   | -                 |   |   | 13,790 |   |   | 13,790 |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
| **Balance December 31, 2007**                                                                                    | 21,202,375   |   | $      |  21,203   |   |   | (3,541,700 | )      | $      |  (283,336 | )      | $      |  20,897,501 |   | $      |  (95,331 | )      | $      |  (21,656,668 | )      | $ |  - |   | $ |  (1,116,631 | ) |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
|      Stock-based compensation                                                                     | -            |   |   | -              |   |   | -          |   |   | -              |   |   | 528,800          |   |   | -             |   |   | -                 |   |   | - |   |   | 528,800 |   |
|      Net operating loss for the year ended December 31, 2008                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | -                |   |   | -             |   |   | (709,500          | )      |   | - |   |   | (709,500 | ) |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
| **Balance December 31, 2008**                                                                                    | 21,202,375   |   | $      |  21,203   |   |   | (3,541,700 | )      | $      |  (283,336 | )      | $      |  21,426,301 |   | $      |  (95,331 | )      | $      |  (22,366,168 | )      | $ |  - |   | $ |  (1,297,331 | ) |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |  - |   |   |   |   |
|      Net operating loss for the year ended December 31, 2009                                      | -            |   |   | -              |   |   | -          |   |   | -              |   |   | -                |   |   | -             |   |   | (243,923          | )      |   | - |   |   | (243,923 | ) |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |
| **Balance December 31, 2009**                                                                                    | 21,202,375   |   | $      |  21,203   |   |   | (3,541,700 | )      | $      |  (283,336 | )      | $      |  21,426,301 |   | $      |  (95,331 | )      | $      |  (22,610,091 | )      | $ |  - |   | $ |  (1,541,254 | ) |
|                                                                                                             |         |   |   |           |   |   |       |   |   |           |   |   |             |   |   |          |   |   |              |   |   |   |   |   |   |   |

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

15

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**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.

 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. These consolidated financial statements have been prepared  showing after stock split shares with a par value of $0.001.

 These consolidated financial  statements for the year ended December 31, 2009 include the accounts of the  Company, its subsidiary Arvana Networks (including its wholly-owned  subsidiaries Arvana Par and Arvana Comunicações do Brasil S. A. (“Arvana Com”) and  its formerly-owned subsidiary BCH Beheer B.V. up to its date of disposal on  December 30, 2008 (and its formerly wholly-owned subsidiary Hallotel  Deutschland GmbH up to its date of disposal on December 7, 2007). 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.

 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 year ended December 31, 2009, the Company incurred a loss from operations  of $243,923. At December 31, 2009, the Company had a working capital deficiency  of $1,541,357. 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**

**a) Basis of presentation**The Company began to generate  revenues as a result of the acquisition of Hallotel during the final four  months of 2006. In 2007 the Company commenced its planned principal operations  and determined its target market segments and market strategies. Consequently,  the Company exited the development stage during early 2007. The Company then  disposed of Hallotel in December 2007 and ceased all operations in its  subsidiary companies. The Company is again in the process of evaluating  business opportunities and has returned to the development stage 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 financial statements of Arvana Inc. for the years ended December  31, 2009 and 2008, and for the cumulative amounts from the beginning of the  development stage on January 1, 2005, through December 31, 2009, 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. 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.

**b) Basis of consolidation**Included in the financial statements  are the accounts of the Company, its wholly-owned subsidiaries Arvana Networks,  Arvana Par, and Arvana Com. The accounts of the Company’s formerly wholly-owned  subsidiary, BCH Beheer, are included up to the date of its disposal on December  30, 2008. The accounts of the Company’s formerly wholly-owned subsidiary,  Hallotel, are included up to the date of its disposal on December 7, 2007. All  significant inter-company transactions and balances have been eliminated. 

16

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**c) 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.

**d) Foreign currency translation and  transactions**The Company uses the temporal method  when translating the Brazilian subsidiary operations. 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. 

 The Company used the current rate  method when translating its former Dutch subsidiary BCH Beheer and its former German  subsidiary Hallotel. All assets and liabilities denominated in a foreign  currency are translated into US dollars at the exchange rate in effect on the  balance sheet 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.

 The exchange rate prevailing at  December 31, 2009, was 1.7435, stated in the Brazilian Real per one US dollar.  The average exchange rate during the twelve-month period ended December 31, 2009,  was 2.0085 stated in the Brazilian Real per one US dollar. For the Euro, the  exchange rate prevailing at December 31, 2009, was 1.4332 US dollars per Euro  and the average exchange rate during the twelve-month period ended December 31,  2009, was 1.3946 US dollars per Euro.

**e) Revenue recognition**The Company records revenues upon  the completion of the services and where the ability to collect is reasonably  assured.

**f) Comprehensive income**The Company has adopted SFAS No.  130, “Reporting Comprehensive Income”, which establishes standards for  reporting and presentation of comprehensive income, its components and  accumulated balances.

**g) Cash equivalents**The Company considers all highly  liquid investments, with terms to maturity of three months or less when  acquired, to be cash equivalents. 

**h) Accounts receivable**Trade and other accounts receivable  are reported at face value less any provisions for uncollectible accounts  considered necessary. Accounts receivable primarily includes trade receivables  from customers. The Company estimates doubtful accounts on an item-by-item  basis and includes over-aged accounts as part of the allowance for doubtful  accounts, which are generally ones that are ninety days or greater overdue.

17

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**i) Property and equipment:**Property and equipment is stated at  cost less accumulated depreciation and is depreciated on a straight line basis,  commencing when the assets are put into use over the estimated useful lives of  the assets as follows:

|   | Machinery & equipment | 10 years          |
|--------|---------------------------|-------------------|
|   | Office equipment          | 3 – 5 years |
|   | Computer hardware         | 5 years           |
|   | Software                  | 1 – 4 years |

The Company reviews the carrying  value of long-lived assets for impairment whenever events and circumstances  indicate that the carrying value of the assets might be impaired and the  carrying value may not be recoverable. Recoverability of these assets is  measured by comparison of the carrying value of the assets to the undiscounted  cash flows estimated to be generated by those assets over the remaining  economic life. If the undiscounted cash flows are not sufficient to recover the  carrying value of such assets, the assets are considered impaired. The  impairment loss is measured by comparing the fair value of the assets to their  carrying values. Fair value is determined by either a quoted market price or a  value determined by a discounted cash flow technique, whichever is more  appropriate under the circumstances involved. No impairment was required to be  recorded during the periods presented in these consolidated financial  statements.

**j) Impairment of long-lived assets  and long-lived assets to be disposed of:**Long-lived assets are reviewed for  impairment whenever events or changes in circumstances indicate that the  carrying amount of an asset may not be recoverable. Recoverability of assets to  be held and used is measured by a comparison of the carrying amount of an asset  to future net cash flows expected to be generated by the asset. If such assets  are considered to be impaired, the impairment to be recognized is measured by  the amount by which the carrying amount of the assets exceeds the fair value of  the assets. 

**k) Financial instruments**Financial instruments of the Company  are comprised of cash, accounts payable and accrued liabilities, note payable,  amounts due to and from related parties, and loans payable. The estimated fair  values of financial instruments were considered by management to be not  materially different from their carrying values due to their short term to  maturity or capacity for prompt liquidation.

**l) Concentration of credit risk**Financial instruments that  potentially subject the company to concentrations of credit risk consists 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.

**m) Asset retirement obligations**The Company records the fair value  of an asset retirement obligation as a liability in the period in which it  incurs a legal obligation associated with the retirement of tangible long-lived  assets that result from the acquisition, construction, development, and/or  normal use of the long-lived assets. The Company also records a corresponding  asset which is amortized over the life of the asset. Subsequent to the initial  measurement of the asset retirement obligation, the obligation is adjusted at  the end of each period to reflect the passage of time (accretion expense) and  changes in the estimated future cash flows underlying the obligation (asset  retirement cost). The Company does not have any asset retirement obligations for  the periods presented. 

**n) 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.

18

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**o) 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 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. 

**p) Net loss per share**Basic loss per share is computed  using the weighted average number of common shares outstanding during the year.  Diluted loss per share is computed using the weighted average number of common  shares and potentially dilutive common stock equivalents, including stock  options and warrants. 

**q) Reclassifications**Certain of the comparative figures  for the prior years have been reclassified to conform with the presentation  adopted in the current year.

**r) Recent accounting  pronouncements***Accounting Standards Update (“ASU”) 2010-06*  In  January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and  Disclosures (Topic 820), Improving Disclosures about Fair Value Measurements,  amending ASC 820. ASU 2010-06 requires entities to provide new disclosures and  clarify existing disclosures relating to fair value measurements.  The new disclosures and clarifications of  existing disclosures are effective for interim and annual reporting periods  beginning after December 15, 2009, except for the disclosures about purchases,  sales, issuances, and settlements in Level 3 fair value measurements, which are  effective for fiscal years beginning after December 15, 2010 and for interim  periods within those fiscal years. The Company is currently evaluating the  impact of ASU 2010-06, but does not expect its adoption to have a material  impact on the Company’s financial position or results of operations.

*Accounting Standards Update (“ASU”)  2009-13*  In  October 2009, the FASB issued ASU 2009-13, Revenue Recognition (Topic  605), Multiple-Deliverable Revenue Arrangements amending ASC 605. ASU 2009-13  requires entities to allocate revenue in an arrangement using estimated selling  prices of the delivered goods and services based on a selling price hierarchy.  ASU 2009-13 eliminates the residual method of revenue allocation and requires  revenue to be allocated using the relative selling price method. ASU 2009-13 is  effective prospectively for revenue arrangements entered into or materially  modified in fiscal years beginning on or after June 15, 2010. The Company  is currently evaluating the impact of ASU 2009-13, but does not expect its  adoption to have a material impact on the Company’s financial position or  results of operations.

19

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**3. Arvana Networks Transaction**

 On August 18, 2005, Arvana Inc.  (“Arvana”) completed a transaction with Arvana Networks whereby 100% of the  4,500,000 shares (1,500,000 shares of which are described below) of Arvana  Networks were exchanged for an equal number of shares in Arvana Inc.

 Arvana Networks had an agreement  with IP Horizon LLC (“IPH”), whereby IPH was issued 1,500,000 shares in  exchange for a commitment to deliver equipment, software and network hardware  for the initial launching of VoIP service in Brazil.

 As at December 31, 2006, the Company  had not received the full complement of assets to be acquired in connection  with this transaction or other consideration. Accordingly, the 1,500,000 shares  were not reflected on our financial statements as having been issued. In 2007  the following agreement was reached with IPH with respect to this transaction:

|   | i.   | IPH returned to the Company for    cancellation the 1,500,000 common shares of Arvana issued to IPH in August    2005.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|--------|------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ii.  | IPH had contributed certain    equipment to, and had developed certain software for, the Company, with an    agreed upon value of $150,000. In settlement of the debt due from the    contribution of the aforementioned equipment and software architecture    services from IPH to Arvana and Arvana Networks, during 2007 the Company    issued 500,000 common shares at an agreed price of $0.30 per share. The    shares were recorded as being issued at a price of $0.15 per share, the price    of the Company’s shares at the date of entering into the debt settlement    agreement, giving rise to a gain on settlement of debt of $75,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   | iii. | As both Arvana and Arvana Networks    are development stage companies, the share exchange transaction was outside    the scope of Statement of Financial Accounting Standard No. 141, “Business    Combination”. Consequently, the transaction was recorded at the fair value of    the 3.0 million Arvana’s common shares issued for the transaction based on    the quoted market price of the Company’s common stock on the date of the    agreement of $2.28 per share. This agreed upon consideration paid for the    transaction was calculated based on the fair value of the assets recorded on    Arvana Networks financial statements at the time of the transaction and on    the compensation expenses given to management of Arvana Networks for    pre-operating services provided to Arvana Networks and to retain their    services. As such, the purchase price of the transaction was allocated among    the $5,800 in cash and $131,747 in other assets acquired and $310,857 in    liabilities assumed based on the fair value and the excess of purchase price    over fair value of assets acquired and liabilities assumed was recorded in    2005 as compensation expense paid of $7,013,310 to the management of Arvana    Networks at the time of the transaction. |

**4. Arvana Comunicações Transaction**

 On October 6, 2005, the Company,  through its wholly-owned subsidiaries, completed the first closing of an  investment agreement with Gloinfo 500 Soluções EM Telemática Ltda. (“Gloinfo”)  and Paulo Messina (described below) for the acquisition of Arvana Comunicações.

 In early 2006, management entered  into negotiations with the principals of Gloinfo with the intention of  terminating the Investment Agreement by mutual agreement. On October 31, 2006  the Company signed a definitive agreement with Gloinfo pursuant to which the  Investment Agreement was terminated. The main terms of the termination of the  Investment Agreement that have been agreed to by Gloinfo were as follows:

|   | i.   | The terms of the Investment    Agreement have been cancelled and Gloinfo transferred its 25% ownership to    Arvana Par.                                                                                                                          |
|--------|------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ii.  | The customers that were to be    transferred to Arvana Com under the terms of the agreement remained with    Gloinfo.                                                                                                                             |
|   | iii. | The employees that were to be    transferred under the terms of the agreement remained with Gloinfo.                                                                                                                                              |
|   | iv.  | Employees that were hired into the    project were terminated and the termination costs were shared 75% by Arvana    Com and 25% by Gloinfo.                                                                                                      |
|   | v.   | Arvana Com obtained the “Televoz”    branding and the website associated with this product from Gloinfo.                                                                                                                              |
|   | vi.  | Arvana Com retained ownership and    operating control of the technology platform used by Gloinfo to service their    customers. Gloinfo purchased and installed a new technology platform and was    to return the original equipment to Arvana. |

During 2007 the Company determined  that an advance of $58,411 that it had made to Gloinfo was uncollectible and  wrote it off as bad debt expense. During 2007 the Company also wrote-off  $37,196 in property and equipment held by Gloinfo that the Company determined  was unrecoverable.

20

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**5. BCH Beheer and Hallotel  Deutschland GmbH Transactions**

 On August 9, 2006 the Company,  Brulex – Consultadoria Economica E Marketing Ltda. (“Brulex”) and Hallotel  Deutschland GmbH (“Hallotel”) entered into a share purchase agreement (the  “Share Purchase Agreement”) pursuant to which the Company acquired control over  Hallotel through the acquisition (the “Acquisition”) of all of the outstanding  shares of BCH Beheer B.V., a wholly-owned subsidiary of the Vendor that owned  all of the outstanding shares of Hallotel. The purchase price for the  Acquisition was paid by way of: 

|   | i.   | the issue of 3,541,700 shares of    common stock of the Company, valued at $0.40 per share;                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ii.  | the payment of €500,000 in cash;    and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|   | iii. | the issuance of a promissory note    in the principal amount of €250,000 provided that the promissory note will    not be payable and will be deemed cancelled if certain information as set out    in the Share Purchase Agreement to be delivered by Brulex to the Purchaser    within 30 days of the closing of the Acquisition relating to certain assets    was not delivered or, if delivered, did not materially conform with    information provided to the Company as at the date of the Share Purchase    Agreement. |

Pursuant to the Share Purchase  Agreement, the purchase price was increased by:

|   | i.  | a payable to Brulex in the amount    of €80,932 for the price actually paid by Hallotel for any telephone    technology hardware or software assets acquired after October 19, 2005 and    before the closing date of the Acquisition that are required for the provision    of established Hallotel services to its customers; and |
|--------|-----|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | ii. | a payable to Brulex in the amount    of €277,630 for commissions paid by Hallotel to its salespersons in respect    of carrier pre-select sign-ups on net new customers after October 19, 2005    and before the closing date of the Acquisition, as provided in the Share    Purchase Agreement.                                   |

Prior to the acquisition date,  Arvana had paid $26,941 for acquisition related expenses and this amount was  included in the purchase price. A transaction fee was paid by issuing 208,300  additional shares of common stock of the Company, valued at $0.40 per share.

 The purchase price of the  transaction, with a value of $2,948,003 was allocated as to $105,659 in cash,  $1,080,529 in accounts receivables, $15,371 in other current assets, $1,368,845  in accounts payable and accrued liabilities and, $2,605,499 to the value of  monthly subscribers held by Hallotel at the time of the acquisition. Equipment  valued at $500,915 and software valued at $8,875 was held by Hallotel on the acquisition  date.

 On December 7, 2007, the Company  entered into a settlement and share purchase agreement with Brulex to dispose  of the Company’s subsidiary, Hallotel. Under the terms of the agreement Brulex  returned to the Company for cancellation the 3,541,700 of its common shares  issued for the acquisition of BCH Beheer and Hallotel. The shares were valued  at $283,336 based on the Company’s common share price of $0.08 on December 7,  2007. The amounts due to Brulex under the terms of the original Acquisition  were reduced by $447,116, which consisted of accounts payable of $338,236 and  note payable of $108,880, to €225,000. The Company wrote off a receivable due  from Hallotel in the amount of $74,913 as well as software retained by Hallotel  in the amount of $64,104. The original investment in Hallotel by the Company of  $2,948,003 was adjusted by the effect of Hallotel’s operations from acquisition  to disposal resulting in a net decrease in the Company’s retained earnings of  $74,455 and an accumulated other comprehensive loss of $43,099. The net effect  of the above transactions resulted in a loss of $2,239,014 upon disposal of  Hallotel. 

On December 30, 2008, the Company  entered into a sale and purchase agreement with Nazleal S.A. to dispose  of the Company’s subsidiary, BCH Beheer. Under the terms of the agreement,  Nazleal S.A. will assume all debts, obligations, and guarantees of BCH Beheer  as of December 30, 2008, totaling €40,334 ($56,145) and the Company will  reimburse Nazleal S.A. €20,000 ($27,840) for assuming all of BCH Beheer’s liabilities.  The Company also wrote off $8 in cash. The net effect of the above transactions  resulted in a gain of $28,297 upon disposal of BCH Beheer. 

21

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**6. Property and Equipment**

| At December 31, 2009: |   |        |   |   |         |   |   |          |   |
|-----------------------|--------|-------------|--------|--------|--------------|--------|--------|---------------|--------|
|                  |   |        |   |   |         |   |   |          |   |
|                  |   |        |   |   | Accumulated  |   |   | Net           |   |
|                  |   | Cost        |   |   | Amortization |   |   | Book    Value |   |
|                  |   |        |   |   |         |   |   |          |   |
|  Equipment       | $      |  1,502 |   | $      | 1,399        |   | $      | 103           |   |

| At December 31, 2008 |   |        |   |   |         |   |   |       |   |
|----------------------|--------|-------------|--------|--------|--------------|--------|--------|------------|--------|
|                 |   |        |   |   |         |   |   |       |   |
|                 |   |        |   |   | Accumulated  |   |   | Net        |   |
|                 |   | Cost        |   |   | Amortization |   |   | Book Value |   |
|                 |   |        |   |   |         |   |   |       |   |
|  Equipment      | $      |  1,502 |   | $      | 1,099        |   | $      | 403        |   |

 

**7. Related Parties and Loans Payable**

 On February 20, 2007, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of 150,000 Euros ($214,980 USD). Repayment of the loan is  due on closing of any future financing arrangement by the Company. Accrued  interest of $36,431 has been recorded in accounts payable and accrued  liabilities for the year ended December 31, 2009. 

 On June 1, 2007, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $35,000 CAD ($33,302 USD). Repayment of the loan is  due on closing of any future financing arrangement by the Company. Accrued  interest of $4,664 has been recorded in accounts payable and accrued  liabilities for the year ended December 31, 2009. 

 On November 6, 2007, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of 75,000 Euros ($107,490 USD). Repayment of the loan is  due on closing of any future financing arrangement by the Company. Accrued  interest of $13,943 has been recorded in accounts payable and accrued  liabilities for the year ended December 31, 2009. 

 On March 26, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $50,000 USD. Repayment of the loan is due on closing  of any future financing arrangement by the Company. Accrued interest of $5,298  has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

 On March 26, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $5,000 USD. Repayment of the loan is due on closing of  any future financing arrangement by the Company. Accrued interest of $530 has  been recorded in accounts payable and accrued liabilities for the year ended  December 31, 2009. 

 On March 31, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $50,000 USD. Repayment of the loan is due on closing  of any future financing arrangement by the Company. Accrued interest of $5,258  has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

22

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

On April 7, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $50,000 USD. Repayment of the loan is due on closing  of any future financing arrangement by the Company. Accrued interest of $5,200  has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009.

 On April 9, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $45,000 USD. Repayment of the loan is due on closing  of any future financing arrangement by the Company. Accrued interest of $4,665  has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

 On June 26, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $3,000 CAD ($2,854 USD). Repayment of the loan is due  on closing of any future financing arrangement by the Company. Accrued interest  of $235 has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009.

 On July 4, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $10,000 USD. Repayment of the loan is due on closing  of any future financing arrangement by the Company. Accrued interest of $894  has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

 On July 10, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $2,500 USD. Repayment of the loan is due on closing of  any future financing arrangement by the Company. Accrued interest of $221 has  been recorded in accounts payable and accrued liabilities for the year ended  December 31, 2009. 

 On August 12, 2008, the Company  received an unsecured, non-interest bearing loan from an unrelated party in the  amount of $6,300 CAD. The Company repaid $2,000 CAD of this loan on October 16,  2008 and paid the remaining balance of $4,300 CAD on May 21, 2009. 

 On September 12, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $5,000 CAD ($4,758 USD). Repayment of the loan is due  on closing of any future financing arrangement by the Company. Accrued interest  of $339 has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

 On October 16, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $2,000 CAD ($1,903 USD). Repayment of the loan is due  on closing of any future financing arrangement by the Company. Accrued interest  of $128 has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

 On October 21, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $5,000 USD. Repayment of the loan is due on closing of  any future financing arrangement by the Company. Accrued interest of $359 has  been recorded in accounts payable and accrued liabilities for the year ended  December 31, 2009. 

 On November 13, 2008, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $3,500 USD. Repayment of the loan is due on closing of  any future financing arrangement by the Company. Accrued interest of $240 has  been recorded in accounts payable and accrued liabilities for the year ended  December 31, 2009. 

 On April 24, 2009, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $25,000 USD. Repayment of the loan is due on closing  of any future financing arrangement by the Company. Accrued interest of $1,025  has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

 On May 8, 2009, the Company received  an unsecured, 6% interest per annum loan from a shareholder of the Company in  the amount of $40,000 USD. Repayment of the loan is due on closing of any  future financing arrangement by the Company. Accrued interest of $1,548 has  been recorded in accounts payable and accrued liabilities for the year ended  December 31, 2009. 

 On May 20, 2009, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $60,000 USD. Repayment of the loan is due on closing  of any future financing arrangement by the Company. Accrued interest of $2,206  has been recorded in accounts payable and accrued liabilities for the year  ended December 31, 2009. 

23

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

On November 17, 2009, the Company  received an unsecured, 6% interest per annum loan from a shareholder of the  Company in the amount of $1,800 USD. Repayment of the loan is due on closing of  any future financing arrangement by the Company. Accrued interest of $13 has  been recorded in accounts payable and accrued liabilities for the year ended  December 31, 2009. 

 At December 31, 2009, the Company  had amounts due to related parties in the amount of $207,661 ( 2008 -  $196,482). This amount includes $136,100 (2008 - $136,100) 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.

 For the year ended December 31,  2009, $84,426 (2008 - $83,671) was incurred in general and administrative  expenses by the Company for services rendered by the current Chief Executive  Officer, Chief Financial Officer and Corporate Secretary of the Company. At  December 31, 2009, $11,894 (2008 - $6,979) was owed to the current Chief  Executive Officer, Chief Financial Officer and Corporate Secretary of the  Company. At December 31, 2009, $19,030 (2008 - $16,420) was owed to the former  Chief Financial Officer and Corporate Secretary and $26,642 (2008 - $22,988)  was owed to the former President / Chief Executive Officer. The Corporate  Secretary of Arvana Networks Inc. was owed $13,995 at December 31, 2009 (2008 -  $13,995). The amounts owing bear no interest, are unsecured, and have no fixed  terms of repayment.

**8. Share Capital**

 (a) During the year ended December  31, 2008, 3,541,700 shares were returned to the Company to be cancelled as part  of the Brulex Settlement Agreement entered into on December 7, 2007, see Note  5. These shares had not yet been cancelled at December 31, 2009 and have been  recorded as treasury stock at a value of $283,336 until they are cancelled.

 During the year ended December 31,  2007, the Company cancelled and returned to treasury 16,000 common shares at a  par value of $0.001 per share. These shares had been held as unissued by the  Company’s legal counsel.

 During the year ended December 31,  2007, the Company issued 500,000 common shares at a price of $0.15 per share in  settlement of debt, see Note 3.

 (b) 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. 

 (c) 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 Company recorded an expense of $528,800 in 2008 (2007 - $662,800)  for the balance of the full charge. The weighted average fair value of options  granted during 2006 was $0.89. 

24

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

Stock option transactions and the  number of share options outstanding are summarized as follows:

|                                            |   |          |    |   |       |   |
|-------------------------------------------------|--------|---------------|---------|--------|------------|--------|
|                                            |   |          |    |   | Weighted   |   |
|                                            |   |          |    |   | Average    |   |
|                                            |   | Number        |    |   | Exercise   |   |
|                                            |   | of    Options |    |   | Price      |   |
|                                            |   |          |    |   |       |   |
| Balance, December 31, 2005                      |   | -             |    | $      |  -    |   |
|        Options    granted   |   | 1,600,000     |    |   | 1.25       |   |
|        Options    expired   |   | -             |    |   | -          |   |
|        Options    exercised |   | -             |    |   | -          |   |
| Balance, December 31, 2006                      |   | 1,600,000     |    |   | 1.25       |   |
|        Options    granted   |   | -             |    |   | -          |   |
|        Options    expired   |   | -             |    |   | -          |   |
|        Options    exercised |   | -             |    |   | -          |   |
| Balance, December 31, 2007                      |   | 1,600,000     |    |   |  1.25 |   |
|        Options    granted   |   | -             |    |   | -          |   |
|        Options    expired   |   | -             |    |   | -          |   |
|        Options    exercised |   | -             |    |   | -          |   |
| Balance, December 31, 2008                      |   | 1,600,000     |    |   |  1.25 |   |
|        Options    granted   |   | -             |    |   | -          |   |
|        Options    expired   |   | (1,600,000    | )  |   |  1.25 |   |
|        Options    exercised |   | -             |    |   | -          |   |
| Balance, December 31, 2009                      |   | -             |    | $      | -          |   |
|                                            |   |          |    |   |       |   |

**9. Segmented Information**

 The Company has no reportable  segments. All of the Company’s equipment at December 31, 2009, and 2008, was  located in North America.

25

----

| **ARVANA    INC. AND SUBSIDIARIES**                   |
|-------------------------------------------------------|
| **(A    development stage company)**                  |
| **NOTES    TO CONSOLIDATED FINANCIAL STATEMENTS**     |
| **For    the Years Ended December 31, 2009 and 2008** |
| **(expressed    in US dollars)**                      |
|                                                  |

**10. Deferred Income Taxes**

 Income tax benefits attributable to  losses from United States of America operations was $Nil for the years ended  December 31, 2009 and 2008, and differed from the amounts computed by applying  the United States of America federal income tax rate of 34 percent to pretax  losses from operations as a result of the following:

|                                                |   |           |   |   |           |   |
|-----------------------------------------------------|--------|----------------|--------|--------|----------------|--------|
|                                                |   | 2009           |   |   | 2008           |   |
|                                                |   |           |   |   |           |   |
| Loss for the year before income    taxes            | $      |  (243,923 | )      | $      |  (709,500 | )      |
|                                                |   |           |   |   |           |   |
| Computed "expected" tax    benefit        | $      |  (82,934  | )      | $      |  (241,230 | )      |
| Non deductible expenses                             |   | 18,327         |   |   | 148,838        |   |
| Lower effective income tax rate on    (income) loss |   | -              |   |   | -              |   |
| of foreign subsidiaries                             |   |           |   |   |           |   |
| Change in valuation allowance                       |   | 64,607         |   |   | 92,392         |   |
|                                                |   |           |   |   |           |   |
| Income tax expense                                  | $      |  -        |   | $      |  -        |   |

The tax effects of temporary  differences that give rise to significant portions of the deferred tax assets  and deferred tax liabilities at December 31, 2009 and 2008 are presented below:

|                                                                 |   |          |   |   |          |   |
|----------------------------------------------------------------------|--------|---------------|--------|--------|---------------|--------|
|                                                                 |   | 2009          |   |   | 2008          |   |
| Deferred tax assets:                                                 |   |          |   |   |          |   |
|        Net    operating loss carry forwards - US | $      |  452,098 |   | $      |  387,492 |   |
| Valuation allowance                                                  |   | (452,098      | )      |   | (387,492      | )      |
| Net deferred tax asset                                               | $      |  -       |   | $      |  -       |   |

The valuation allowance for deferred  tax assets as of December 31, 2009 and 2008 was $452,098 and $387,492,  respectively. In assessing the realizability of deferred tax assets, management  considers whether it is more likely than not that some portion or all of the  deferred tax assets will not be realized. The ultimate realization of deferred  tax assets is dependent upon the generation of future taxable income during the  periods in which those temporary differences become deductible.

 Management considers the scheduled  reversal of deferred tax liabilities, projected future taxable income, and tax  planning strategies in assessing the realizability of deferred tax assets. In  order to fully realize the deferred tax asset attributable to net operating  loss carryforwards, the Company will need to generate future taxable income of  approximately $1,330,000 prior to the expiration of the net operating loss  carryforwards.

**11. Subsequent Events**

 Subsequent to December 31, 2009, the  Company has received loans totaling $14,734. These loans are unsecured, payable  on demand and bear interest at the rate of 6% per annum.

26

----

| **ITEM 9.** | **CHANGES IN AND DISAGREEMENTS WITH****ACCOUNTANTS****ON****ACCOUNTING AND FINANCIAL    DISCLOSURE.** |
|-------------|-------------------------------------------------------------------------------------------------------|

**Engagement of Davidson and Company**

 We engaged Davidson and Company,  Chartered Accountants, as our principal independent registered public  accounting firm effective May 9, 2007. There have been no disagreements between  the Company and Davidson and Company on any matter of accounting principles or  practices, financial statement disclosure, or auditing scope or procedures,  which disagreements if not resolved to the satisfaction of Davidson and Company  would have caused them to make reference thereto in their report on the  Company’s audited consolidated financial statements.

| **ITEM 9A(T).** | **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 December 31, 2009 (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 Annual Report on Form 10-K for the year  ended December 31, 2009 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.

27

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Management assessed the  effectiveness of the Company’s internal control over financial reporting as of the  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, and (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. 

This  Annual Report does not include an attestation report of our registered public  accounting firm regarding internal control over financial reporting.  Management's report was not subject to attestation by the our registered public  accounting firm pursuant to temporary rules of the SEC that permit us to  provide only management's report in this annual report.

**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 fiscal year ended December 31, 2009 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 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.

| **ITEM 9B.** | **OTHER INFORMATION.** |
|--------------|------------------------|

Not applicable.

| **ITEM 10.** | **DIRECTORS, EXECUTIVE OFFICERS,    PROMOTERS AND CONTROL PERSONS;****COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.** |
|--------------|----------------------------------------------------------------------------------------------------------------------------|

Our current executive officers and  directors are: 

| **Name**                | **Age** | **Position**                                           |
|-------------------------|---------|--------------------------------------------------------|
| Sir John Baring (1)     | 63      | Chairman of the Board of Directors                     |
| Zahir Dhanani  (1) | 54      | Director                                               |
| Robert Naso (1)         | 50      | Director                                               |
| Wayne Smith             | 53      | Chief Executive Officer and Chief    Financial Officer |

| (1) | Member of our Audit Committee |
|-----|-------------------------------|

Set forth below is a brief  description of the background and business experience of each of our executive  officers and directors for the past five years:

**Sir John Baring** was appointed Chief Executive Officer and director to the  board of directors (“the Board”) on May 26, 2005. Following the appointment of  Mr. Jervis as Chief Executive Officer on October 17, 2005, Sir John was  appointed Chairman of the board. Sir John brings more than 30 years of banking  and investing experience to the board. Since June 2002, Sir John has acted as a  managing and founding member of Mercator Management LLC, a leading fund  management company.

**Zahir Dhanani** was appointed director on August 17, 2009. Mr. Dhanani is currently the  President & CEO of Bread Garden Franchising Inc., which operates a chain of  restaurants in British Columbia and Australia.  He has been with the Bread   Garden since April 2004.  Over the past 11 years Mr. Dhanani has also acted as a self-employed consultant  providing financial consulting and advisory services to publicly traded  companies listed on Canadian Stock Exchanges, including serving on the advisory  board of a publicly traded company that has a gold project in Nevada.

28

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**Robert  Naso** was appointed director on August  17, 2009. Mr. Naso is currently the General Manager of Bread Garden Franchising  Inc., he has been with Bread   Garden since April of  2005. Prior to joining the Bread   Garden he was employed in  the construction, hospitality and security industries in a variety of  management positions.****

**Wayne Smith**has been the Chief Financial Officer since May 8, 2007, and  the Chief Executive Officer since December 7, 2007. Prior to working for the  Company, Mr. Smith worked for Visiphor Corporation as Chief Operating Officer  and Chief Financial Officer from July 2003 through January 2007. Prior to that  time, he served as Visiphor’s Chief Financial Officer from September 2002 to  July 2003, and began with Visiphor in May 2002. Since 1997, Mr. Smith has also  been a partner of TelePartners Consulting Inc., a consulting services company  that provides management and financial consulting services. Mr. Smith holds a  Chartered Accountant’s designation in Canada.

 Each member of our board of  directors is elected annually and holds office until the next annual meeting of  shareholders or until his or her successor has been elected or appointed,  unless his or her office is earlier vacated in accordance with our bylaws. Our  officers serve at the discretion of our board of directors and are appointed  annually.

**Audit Committee and Audit Committee  Financial Expert**

 Our board of directors has  established an audit committee that is comprised of Sir John Baring, Zahir  Dhanani, and Robert Naso.

 Our board of directors has  determined that Zahir Dhanani qualifies as an “audit committee financial  expert”, as defined by the rules of the SEC. Our board of directors has further  determined that all members of the audit committee are “independent” as that  term is defined in Rule 121 of the American Stock Exchange (“AMEX”) listing  standards.

 The audit committee recommends  independent accountants to audit its financial statements, discusses the scope  and results of the audit with the independent accountants, considers the  adequacy of the internal accounting controls, considers the audit procedures of  the Company and reviews the non-audit services to be performed by the  independent accountants.

**Code of Ethics**

 We have adopted a Code of Ethics  that applies to all the Company’s directors, officers and employees. A copy of  our Code of Ethics was incorporated by reference in our previously filed Form  10-KSB for fiscal 2007 as an exhibit.

**Significant  Employees**

 We do not have any other significant  employees, other than our directors and executive officers named above.

**Compliance with Section 16(a) of the  Securities Exchange Act**

 Section 16(a) of the Exchange Act  requires our executive officers and directors, and persons who beneficially own  more than ten percent of our equity securities, to file reports of ownership  and changes in ownership with the Securities and Exchange Commission. Officers,  directors and greater than ten percent shareholders are required by SEC  regulation to furnish us with copies of all Section 16(a) forms they file.  Based on our review of the copies of such forms received by us, we believe that  during the fiscal year ended December 31, 2009 all such filing requirements  applicable to our officers and directors were complied with.

| **ITEM 11.** | **EXECUTIVE COMPENSATION.** |
|--------------|-----------------------------|

**Summary Compensation Table**

The following table sets forth  certain compensation information for:

- Teyfik Oezcan, our former chief  executive officer,
- Wayne Smith, our chief       executive officer and chief financial officer, 
- Karen Engleson, our former chief  financial officer and former corporate secretary, 

One former executive officer of the  Company earned total annual salary and bonus exceeding $100,000 during the  fiscal year ended December 31, 2007.

29

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| **Name and****Principal****Position**                                                                                            | **Year**                  | **Salary****($)**                       | **Bonus****($)**       | **Stock****Awar****ds****($)** | **Option****Awards****($)** | **Non-****Equity****Incenti****ve Plan****Compe****n-sation****($)** | **Non-****qualified****Deferred****Compen-****sation****Earnings****($)** | **All****Other****Compen-****sation****($)** | **Total****($)**                          |
|----------------------------------------------------------------------------------------------------------------------------------|---------------------------|-----------------------------------------|------------------------|--------------------------------|-----------------------------|----------------------------------------------------------------------|---------------------------------------------------------------------------|----------------------------------------------|-------------------------------------------|
| Teyfik       Oezcan,       former       President       and former       Chief       Executive       Officer(1)                  | 2009      2008       2007 | Nil      Nil      $229,544(1)           | Nil      Nil       Nil | Nil      Nil       Nil         | Nil      Nil       Nil      | Nil      Nil       Nil                                               | Nil      Nil       Nil                                                    | Nil      Nil       Nil                       | Nil      Nil      $229,544                |
| Wayne       Smith, Chief Executive Officer and Chief       Financial       Officer(2)                                            | 2009      2008       2007 | $84,426      $83,671      $26,707  | Nil      Nil       Nil | Nil      Nil       Nil         | Nil      Nil       Nil      | Nil      Nil       Nil                                               | Nil      Nil       Nil                                                    | Nil      Nil       Nil                       | $84,426      $83,671       $26,707   |
| Karen       Engleson,       Former       Chief       Financial       Officer and       former       Corporate       Secretary(3) | 2009      2008       2007 | Nil      Nil      $12,919          | Nil      Nil       Nil | Nil      Nil       Nil         | Nil      Nil       Nil      | Nil      Nil       Nil                                               | Nil      Nil       Nil                                                    | Nil      Nil       Nil                       | Nil      Nil      $12,919                 |

| (1)    | Mr. Oezcan was appointed president    and chief executive officer on December 20, 2006 and held this position until    December 7, 2007. His contract called for an annual salary of 180,000 euro.    The pro- rated amount he was paid for the period until December 7, 2007 was    168,164 euro ($229,544 USD). |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                   |
| (2)    | Mr. Smith was appointed as our    chief financial officer on May 8, 2007 and our chief executive officer on December    7, 2007.                                                                                                                                                                                  |
|   |                                                                                                                                                                                                                                                                                                                   |
| (3)    | Ms. Engleson was appointed as our    corporate secretary in October 2005. She was also appointed as acting chief    financial officer on March 14, 2007 and held this position until May 8, 2007.                                                                                                                 |

**Outstanding Equity Awards as of  December 31, 2009**

 The following table summarizes the  outstanding equity awards as of December 31, 2009 for each of our named  executive officers:

| **Option    Awards** | **Stock    Awards**                                                                       |
|----------------------|-------------------------------------------------------------------------------------------|
| **Name**             | **Number of****Securities****Underlying****Unexercised****Options****(#)****Exercisable** | **Number of****Securities****Underlying****Unexercised****Options****(#)****Unexercisable** | **Equity****Incentive****Plan Awards:****Number of****Securities****Underlying****Unexercised****Unearned****Options****(#)** | **Option****Exercise****Price****($)** | **Option****Expiration****Date** | **Number****of****Shares****or Units****of Stock****That****Have****Not****Vested****(#)** | **Market****Value****of****Shares****or****Units****of****Stock****That****Have****Not****Vested****($)** | **Equity****Incentive****Plan****Awards:****Number****of****Unearned****Shares,****Units or****Other****Rights****That Have****Not****Vested****(#)** | **Equity****Incentive****Plan****Awards:****Market or****Payout****Value of****Unearned****Shares,****Units or****Other****Rights****That    Have****Not****Vested****($)** |
| Teyfik       Oezcan  | N/A                                                                                       | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Wayne       Smith    | N/A                                                                                       | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Karen       Engleson | N/A                                                                                       | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

**
No share purchase options were  granted to or exercised by our named executive officers during our fiscal year  ended December 31, 2009.

30  
**

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**Long-Term Incentive Plans**

 We do not have any long-term  incentive plans, pension plans, or similar compensatory plans for our directors  or executive officers.

**Change of Control Agreements**

  We are not party to any change of  control agreements with any of our directors or executive officers.

**Compensation  of Directors**

 The following table summarizes the  compensation of our company’s directors for the year ended December 31, 2009:

| **Name(1)**             | **Fees****Earned or****Paid in****Cash****($)** | **Stock****Awards****($)** | **Option****Awards****($)** | **Non-****Equity****Incentiv****e Plan****Compen****-sation****($)** | **Non-****qualified****Deferred****Compen-****sation****Earnings****($)** | **All Other****Compen-****sation****($)** | **Total****($)** |
|-------------------------|-------------------------------------------------|----------------------------|-----------------------------|----------------------------------------------------------------------|---------------------------------------------------------------------------|-------------------------------------------|------------------|
| Sir John       Baring   | $0                                              | $0                         | $0                          | $0                                                                   | $0                                                                        | $0                                        | $0               |
| Ross       Wilmot(2)    | $0                                              | $0                         | $0                          | $0                                                                   | $0                                                                        | $0                                        | $0               |
| Zahir       Dhanani     | $0                                              | $0                         | $0                          | $0                                                                   | $0                                                                        | $0                                        | $0               |
| Robert      Naso   | $0                                              | $0                         | $0                          | $0                                                                   | $0                                                                        | $0                                        | $0               |

| 1)     | Teyfik Oezcan, Wayne Smith and    Karen Engleson are not included in this table as they are reported as    officers or former officers of the Company and did not receive additional    compensation for service as directors. The Company’s former standard    compensation arrangement for directors consisted of $5,000 per month payable    50% in cash and 50% in shares. The Company has deferred all cash and share    payments to directors until receipt of additional financing. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| 2)     | Effective September 30, 2009, Mr. Ross Wilmot resigned as a director of the Company.                                                                                                                                                                                                                                                                                                                                                                                                             |

**Outstanding Equity Awards as of  December 31, 2009**

 The following table summarizes the  outstanding equity awards as of December 31, 2009 for each of our directors:

| **Option    Awards**    | **Stock    Awards**                                                                       |
|-------------------------|-------------------------------------------------------------------------------------------|
| **Name**                | **Number of****Securities****Underlying****Unexercised****Options****(#)****Exercisable** | **Number of****Securities****Underlying****Unexercised****Options****(#)****Unexercisable** | **Equity****Incentive****Plan Awards:****Number of****Securities****Underlying****Unexercised****Unearned****Options****(#)** | **Option****Exercise****Price****($)** | **Option****Expiration****Date** | **Number****of****Shares****or Units****of Stock****That****Have****Not****Vested****(#)** | **Market****Value****of****Shares****or****Units****of****Stock****That****Have****Not****Vested****($)** | **Equity****Incentive****Plan****Awards:****Number****of****Unearned****Shares,****Units or****Other****Rights****That Have****Not****Vested****(#)** | **Equity****Incentive****Plan****Awards:****Market or****Payout****Value of****Unearned****Shares,****Units or****Other****Rights****That    Have****Not****Vested****($)** |
| Sir John       Baring   | N/A                                                                                       | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Ross       Wilmot(2)    | N/A                                                                                       | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Zahir       Dhanani     | N/A                                                                                       | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |
| Robert      Naso   | N/A                                                                                       | N/A | N/A | N/A | N/A | N/A | N/A | N/A | N/A |

 31

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| 1)     | Teyfik Oezcan, Wayne Smith and    Karen Engleson are not included in this table as they are reported as    officers or former officers of the Company and did not receive additional    compensation for service as directors. |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                |
| 2)     | Effective September 30, 2009, Mr. Ross Wilmot resigned as a director of the Company.                                                                                                                                           |

No share purchase options were  granted to or exercised by our directors during our fiscal year ended December  31, 2009.

| **ITEM 12.** | **SECURITY OWNERSHIP****OF****CERTAIN****BENEFICIAL****OWNERS****AND****MANAGEMENT.** |
|--------------|---------------------------------------------------------------------------------------|

**Security Ownership**

  The following table sets forth  certain information concerning the number of shares of our common stock owned  beneficially as at March 31, 2010 by: (i) each of our directors, (ii) each of  our executive officers, (iii) our executive officers and directors as a group,  and (iv) each beneficial shareholder known to us to own more than 5% of our  outstanding common stock. Unless otherwise indicated, the shareholders listed  possess sole voting and investment power with respect to the shares shown.

| **Title of Class**            | **Name    and Address****of Beneficial Owner**                                         | **Number    of Common****Shares** | **Percentage    of****Common Shares(1)** |
|-------------------------------|----------------------------------------------------------------------------------------|-----------------------------------|------------------------------------------|
| **Directors and****Officers** |                                                                                   |                              |                                     |
| Common Stock                  | Wayne Smith, CEO and CFO       11C-1015 Ironwork Passage       Vancouver, BC V6H 3R4   | Nil                               | Nil                                      |
| Common Stock                  | Sir John Baring, director       328 Arcadia Drive       Ancramdale, New York     12503 | 292,500                           | 1.4%                                     |
| Common Stock                  | Zahir Dhanani, director      145-925 W. Georgia St.       Vancouver, B.C. V6C 3L2      |   Nil                        | Nil                                      |
| Common Stock                  | Robert Naso, director      145-925 W. Georgia St.       Vancouver, B.C. V6C 3L2        | Nil                               | Nil                                      |
| **Common Stock**              | **All Directors and Executive****Officers as a Group (1person)**                       | **292,500**                       | **1.4%**                                 |
| **5% Shareholders**           |                                                                                   |                              |                                     |
| Common Stock                  | N/A                                                                                    | N/A                               | N/A                                      |

| (1) | Under Rule 13d-3, a beneficial    owner of a security includes any person who, directly or indirectly, through    any contract, arrangement, understanding, relationship, or otherwise has or    shares: (i) voting power, which includes the power to vote, or to direct the    voting of shares; and (ii) investment power, which includes the power to    dispose or direct the disposition of shares. Certain shares may be deemed to    be beneficially owned by more than one person (if, for example, persons share    the power to vote or the power to dispose of the shares). In addition, shares    are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for    example, upon exercise of an option) within 60 days of the date as of which    the information is provided. In computing the percentage ownership of any    person, the amount of shares outstanding is deemed to include the amount of    shares beneficially owned by such person (and only such person) by reason of    these acquisition rights. As a result, the percentage of outstanding shares    of any person as shown in this table does not necessarily reflect the    person’s actual ownership or voting power with respect to the number of    shares of common stock actually outstanding on March 31, 2010. The percentage    calculations are based on the aggregate of 21,202,375 shares issued and    outstanding as at March 31, 2010. |
|-----|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

**Change of Control**

 We are not aware of any arrangement  that might result in a change in control in the future.

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**Equity  Compensation Plan Information as at December 31, 2009**

| **Plan Category**                                                      | **Number of securities****to be issued upon****exercise of outstanding****options.** | **Exercise price** | **Number    of securities****remaining available****for future issuance****under equity****compensation plans** |
|------------------------------------------------------------------------|--------------------------------------------------------------------------------------|--------------------|-----------------------------------------------------------------------------------------------------------------|
| Equity compensation       plan approved by       security holders      | N/A                                                                                  | N/A                | N/A                                                                                                             |
| Equity compensation       plans not approved by       security holders | N/A                                                                                  | N/A                | N/A                                                                                                             |
|                                                                   | N/A                                                                                  | N/A                | N/A                                                                                                             |

| **ITEM 13.** | **CERTAIN RELATIONSHIPS AND RELATED    TRANSACTIONS.** |
|--------------|--------------------------------------------------------|

Except as described below, none of  the following persons has any direct or indirect material interest in any  transaction to which we were or are a party during the past two years, or in  any proposed transaction to which we propose to be a party:

| (A)    | any director or officer;                                                                                                                                                                         |
|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                  |
| (B)    | any proposed nominee for election    as a director;                                                                                                                                              |
|   |                                                                                                                                                                                                  |
| (C)    | any person who beneficially owns,    directly or indirectly, shares carrying more than 5% of the voting rights    attached to our common stock; or                                               |
|   |                                                                                                                                                                                                  |
| (D)    | any relative or spouse of any of    the foregoing persons, or any relative of such spouse, who has the same house    as such person or who is a director or officer of any parent or subsidiary. |

**Amounts Due to Related Parties**

 At December 31, 2009, amounts due to  related parties included $63,600 owed by us to Ross   Wilmot, a former director of the Company and $60,000 owed by  us to Sir John Baring, a director of the Company. A former director of the  Company was owed $12,500 by us. Wayne Smith, the Company’s CEO and CFO, was  also owed $11,894. At December 31, 2009, $19,030 was owed to the former Chief  Financial Officer and Corporate Secretary and $26,642 was owed to the former  President / Chief Executive Officer. The Corporate Secretary of Arvana Networks  Inc. was owed $13,995 at December 31, 2009. These amounts are unsecured,  non-interest bearing and payable on demand.

**Brulex –  Consultadoria Economica E Marketing Ltda.**

 On August 9, 2006 the Company,  Brulex – Consultadoria Economica E Marketing Ltda. (“Brulex”) and Hallotel  Deutschland GmbH (“Hallotel”) entered into a share purchase agreement (the  “Share Purchase Agreement”) pursuant to which the Company acquired control over  Hallotel through the acquisition (the “Acquisition”) of all of the outstanding  shares of BCH Beheer B.V., a wholly-owned subsidiary of the Vendor that owned  all of the outstanding shares of Hallotel. The purchase price for the  Acquisition was paid by way of: 

|   | iv. | the issue of 3,541,700 shares of    common stock of the Company, valued at $0.40 per share;                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|--------|-----|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | v.  | the payment of €500,000 ($639,700)    in cash; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   | vi. | the issuance of a promissory note    in the principal amount of €250,000 provided that the promissory note will    not be payable and will be deemed cancelled if certain information as set out    in the Share Purchase Agreement to be delivered by Brulex to the Purchaser    within 30 days of the closing of the Acquisition relating to certain assets    was not delivered or, if delivered, did not materially conform with    information provided to the Company as at the date of the Share Purchase    Agreement. |

Pursuant to the Share Purchase  Agreement, the purchase price was increased by:

|   | i.   | a payable to Brulex in the amount    of €80,932 for the price actually paid by Hallotel for any telephone    technology hardware or software assets acquired after October 19, 2005 and    before the closing date of the Acquisition that are required for the provision    of established Hallotel services to its customers; and |
|--------|------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   | iii. | a payable to Brulex in the amount    of €277,630 for commissions paid by Hallotel to its salespersons in respect    of carrier pre-select sign-ups on net new customers after October 19, 2005    and before the closing date of the Acquisition, as provided in the Share    Purchase Agreement.                                   |

 33

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Prior to the acquisition date,  Arvana had paid $26,941 for acquisition related expenses and this amount was  included in the purchase price. A transaction fee was paid by issuing 208,300  additional shares of common stock of the Company, valued at $0.40 per share.

 The purchase price of the  transaction, with a deemed value of $2,948,003 was allocated as to $105,659 in  cash, $1,080,529 in accounts receivables, $15,371 in other current assets,  $1,368,845 in accounts payable and accrued liabilities and, $2,605,499 to the  value of monthly subscribers held by Hallotel at the time of the acquisition.  Equipment valued at $500,915 and software valued at $8,875 was held by Hallotel  on the acquisition date.

 On December 7, 2007, the Company  entered into a settlement and share purchase agreement with Brulex to dispose  of the Company’s subsidiary, Hallotel. Under the terms of the agreement Brulex  returned to the Company for cancellation the 3,541,700 of its common shares  issued for the acquisition of BCH Beheer and Hallotel. The shares were valued  at $283,336 based on the Company’s common share price of $0.08 on December 7,  2007. The amounts due to Brulex under the terms of the original Acquisition  were reduced by $447,116 to €225,000. The Company wrote off a receivable due  from Hallotel in the amount of $74,913 as well as software retained by Hallotel  in the amount of $64,104. The original investment in Hallotel by the Company of  $2,948,003 was adjusted by the effect of Hallotel’s operations from acquisition  to disposal resulting in a net decrease in the Company’s retained earnings of  $74,455 and an accumulated other comprehensive loss of $43,099. The net effect  of the above transactions resulted in a loss of $2,239,014 upon disposal of  Hallotel. 

| **ITEM 14.** | **PRINCIPAL ACCOUNTING FEES AND    SERVICES** |
|--------------|-----------------------------------------------|

The following table sets forth  information regarding the amount billed to us by our independent auditor,  Davidson & Company, LLP, for our fiscal years ended December 31, 2009 and  2008: 

|                | **Years ended December 31** |
|---------------------|-----------------------------|
|                | **2009**                    | **2008** |
| Audit Fees:         | $20,000                     | $35,000 |
| Audit Related Fees: | $8,250                      | $10,000 |
| Tax Fees:           | $Nil                        | $Nil |
| All Other Fees:     | $Nil                        | $Nil |
| Total:              | $28,250                     | $45,000 |

**Audit Fees**

 Audit Fees are the aggregate fees  billed by our independent auditor for the audit of our consolidated annual  financial statements, reviews of interim financial statements and attestation  services that are provided in connection with statutory and regulatory filings  or engagements.

**Audit-Related Fees**

 Audit-Related Fees are fees charged  by our independent auditor for assurance and related services that are  reasonably related to the performance of the audit or review of our financial  statements and are not reported under "Audit Fees." This category  comprises fees billed for independent accountant review of our interim  financial statements and management discussion and analysis, as well as  advisory services associated with our financial reporting.

**Policy on Pre-Approval by Audit  Committee of Services Performed by Independent Auditors**

 Our Audit Committee pre-approves all  audit services to be provided to us by our independent auditors. Our Audit  Committee’s policy regarding the pre-approval of non-audit services to be  provided to us by our independent auditors is that all such services shall be  pre-approved by the Audit Committee. Non-audit services that are prohibited to  be provided by our independent auditors may not be pre-approved. In addition,  prior to the granting of any pre-approval, our Audit Committee must be  satisfied that the performance of the services in question will not compromise  the independence of the independent auditors. 

34

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| **ITEM 15.** | **EXHIBITS** |
|--------------|--------------|

The following exhibits are included  with this Annual Report on Form 10-K:

| **Exhibit****Number** | **Description of Exhibit**                                                                                                                                                                                                                                                                                            |
|-----------------------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.1                   | Articles of Incorporation(1)                                                                                                                                                                                                                                                                                          |
| 3.2                   | Bylaws, as amended(1)                                                                                                                                                                                                                                                                                                 |
| 10.1                  | Agreement and Plan of    Reorganization between the Company, Arvana Networks, Inc. and the    Shareholders of Arvana Networks, Inc. dated August 18, 2005(2)                                                                                                                                                          |
| 10.2                  | Investment Agreement dated October    6, 2005 between the Company, Arvana Networks, Inc., Arvana Participações    S.A., Gloinfo 500 Soluções EM Telemática Ltda. and Paulo Messina(3)                                                                                              |
| 10.3                  | Amendment to Investment Agreement    signed October 6, 2005 and dated October 4, 2005 between the Company, Arvana    Networks, Inc., Arvana Participações S.A., Gloinfo 500 Soluções EM Telemática    Ltda. and Paulo Messina(3)                                                   |
| 10.2                  | 2006 Stock Option Plan, dated June    5, 20065(5)                                                                                                                                                                                                                                                                     |
| 10.5                  | Share Purchase Agreement dated    August 9, 2006 among Brulex-Consultadoria Economica E Marketing Ltda, Turinco    Inc. and Hallotel Deutschland GmbH(6)                                                                                                                                                              |
| 10.6                  | Termination Agreement between    Arvana Inc., Gloinfo 500 Soluções EM Telemática Ltda., Paulo Santos Messina and    Lucia Sangiacomo Messina, Arvana Participações S.A., Arvana Comunicações do    Brasil S. A. and Arvana Networks Inc. dated October 31, 2006. (7) |
| 10.7                  | Regulation D Debt Conversion    Agreement between Arvana Inc, Arvana Networks Inc, and IPH Horizon LLC, dated    March 28, 2007(8)                                                                                                                                                                                    |
| 10.8                  | Settlement and Share Purchase    Agreement between Arvana Inc, Hallotel Deutschland GMBH, BCH Beheer B.V., and    Teyfik Oezcan, dated December 7, 2007. (10)                                                                                                                                                         |
| 10.9                  | Settlement and Share Repurchase    Agreement between Arvana Inc and Brulex- Consultadoria Economica E Marketing    Ltda, dated December 7, 2007. (10)                                                                                                                                                                 |
| 10.10                 | Sale and Purchase Agreement of BCH Beheer B.V between Arvana    Inc and Nazleal S.A dated December 30, 2008. (11)                                                                                                                                                                                                     |
| 14.1                  | Code of Ethics (4)                                                                                                                                                                                                                                                                                                    |
| 16.1                  | Change in Registrant’s Certifying    Accountant, dated May 8, 2007(9)                                                                                                                                                                                                                                           |
| 31.1                  | Certification of Chief Executive    Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the    Exchange Act (12)                                                                                                                                                                                        |
| 32.1                  | Certification of Chief Executive    Officer and 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(12)                                                                                     |

| (1)    | Previously filed with the SEC as    an exhibit to the Company’s registration statement on Form 10- SB filed with    the SEC on May 24, 2000. |
|--------|----------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                               |
| (2)    | Previously filed with the SEC as    an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on    August 19, 2005.         |
|   |                                                                                                                                               |
| (3)    | Previously filed with the SEC as    an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on    December 14, 2005.       |
|   |                                                                                                                                               |
| (4)    | Previously filed with the SEC as    an exhibit to the Company’s Annual Report on Form 10-KSB filed with the SEC    on March 31, 2006.        |
|   |                                                                                                                                               |
| (5)    | Previously filed with the SEC as    an exhibit to the Company’s Quarterly Report on Form 8-K filed with the SEC    on June 7, 2006.          |
|   |                                                                                                                                               |
| (6)    | Previously filed with the SEC as    an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on    August 15, 2006.         |
|   |                                                                                                                                               |
| (7)    | Previously filed with the SEC as    an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on    August 15, 2006.         |
|   |                                                                                                                                               |
| (8)    | Previously filed with the SEC as    an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on    May 4, 2007.             |
|   |                                                                                                                                               |
| (9)    | Previously filed with the SEC as    an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on    May 8, 2007.             |
|   |                                                                                                                                               |
| (10)   | Previously filed with the SEC as    an exhibit to the Company’s Current Report on Form 8-K filed with the SEC on    December 7, 2007.        |
|   |                                                                                                                                               |
| (11)   | Previously filed with the SEC as    an exhibit to the Company’s Annual Report on Form 10-K filed with the SEC on    May 1, 2009.             |
|   |                                                                                                                                               |
| (12)   | Filed as an exhibit to this Annual    Report on Form 10-K.                                                                                         |

35

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**SIGNATURES**

 In accordance with Section 13 or  15(d) of the Exchange Act, the registrant caused this report to be signed on  its behalf by the undersigned, thereunto duly authorized.

**ARVANA INC.**

| By:    | */s/    Wayne Smith*                    |   |
|--------|-----------------------------------------|--------|
|   | Wayne Smith, Chief Executive    Officer |   |
|   |                                    |   |
| Date:  | April 8, 2010                           |   |

In accordance with the Securities  Exchange Act, this report has been signed below by the following persons on  behalf of the registrant and in the capacities and on the dates indicated.

| By:    | */s/    Wayne Smith*                                              |   |
|--------|-------------------------------------------------------------------|--------|
|   | Wayne Smith, Chief Financial    Officer                           |   |
|   | (Principal Financial Officer and    Principal Accounting Officer) |   |
|   |                                                              |   |
| Date:  | April 8, 2010                                                     |   |
|   |                                                              |   |
| By:    | */s/    Sir John Baring*                                          |   |
|   | Sir John Baring                                                   |   |
|   | Director                                                          |   |
|   |                                                              |   |
| Date:  | April 8, 2010                                                     |   |
|   |                                                              |   |
| By:    | */s/    Zahir Dhanani*                                            |   |
|   | Zahir Dhanani                                                     |   |
|   | Director                                                          |   |
|   |                                                              |   |
| Date:  | April 8, 2010                                                |   |
|   |                                                              |   |
| By:    | */s/    Robert Naso*                                              |   |
|   | Robert Naso                                                       |   |
|   | Director                                                          |   |
|   |                                                              |   |
| Date:  | April 8, 2010                                                |   |

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