Arvana Inc. (AVNI)

[$hellKing]

8k today. debt for shares but at least its .50 a share which is a good price for starters.

ITEM 3.02

UNREGISTERED SALES OF EQUITY SECURITIES

On October 25, 2016, Arvana Inc. (“Company”) entered into Settlement Agreement and Release with

Jeffrey and Vivienne Lawrence, dated effective September 30, 2016, in connection with satisfying a debt

in the amount of $74,450, comprised of a loan and accrued interest, in exchange for 148,900 shares of the

Company’s common stock valued at $0.50 per share, pursuant to the exemptions from registration

provided under Section 4(2) and Regulation S of the Securities Act of 1933, as amended (“Securities

Act”). No commissions or fees were paid in connection with this offering.

The Company complied with the exemption requirements of Section 4(2) of the Securities Act based on

the following factors: (1) the issuance was an isolated private transaction that did not involve a public

offering; (2) there were only two offerees who were issued shares in exchange for the settlement of debt;

(3) the offerees committed to hold their stock; (4) there have been no subsequent or contemporaneous

public offerings of the stock; (5) the stock has not been broken down into smaller denominations; and (6)

the discussions that led to the debt settlement took place directly between the offerees and the Company.

The Company complied with the requirements of Regulation S of the Securities Act by having directed no

offering efforts in the United States, by offering common shares only to offerees who were outside of the

United States at the time of the offering, and ensuring that the offerees to whom the securities were

offered were non-U.S. offerees with an address in a foreign country.


http://www.otcmarkets.com/edgar/GetFilingHtml?FilingID=11663607