Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
ARVANA INC.
(Name of Issuer)
Common Shares
(Title of Class of Securities)
043279 20 7
(CUSIP Number)
Brian Lovig
1057 Whitney Ranch Drive, Suite 350
Henderson
Nevada 89014
Telephone: (250) 718-8105
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
December 30, 2022
(Date of Event Which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ☐
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP No. 043279 20 7
| 1. | Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Brian Lovig and Bondock LLC |
| 2. | Check the Appropriate Box if a Member of a Group (See Instructions): (a) ☐ (b) ☒ |
| 3. | SEC Use Only: |
| 4. | Source of Funds (See Instruction): AF WC |
| 5. | Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e): ☐ |
| 6. | Citizenship or Place of Organization Canadian citizenship and Nevada place of organization |
Number of Shares Beneficially Owned by Each Reporting Person With: |
7. | Sole Voting Power 21,181,355 |
| 8. | Shared Voting Power 0 | |
| 9. | Sole Dispositive Power 21,181,355 | |
| 10. | Shared Dispositive Power 0 |
| 11. | Aggregate Amount Beneficially Owned by Each Reporting Person 21,181,355 |
| 12. | Check if the Aggregate Amount in Row 11 Excludes Certain Shares (see instructions) ☐ |
| 13. | Percent of Class Represented by Amount in Row 11 58.9% |
| 14. | Type of Reporting Person (see instructions) IN HC OO |
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SCHEDULE 13D
Explanatory Note: This statement on Schedule 13D amends the Schedule 13D of Brian Lovig and Bondock LLC (“Reporting Persons”) that was filed with the Securities and Exchange Commission on June 24, 2022, as amended on October 28, 2022 (collectively, the “Schedule 13D”), with respect to the common stock (“Common Stock”) of Arvana Inc (“Issuer”). This amendment constitutes Amendment No. 2 to the Schedule 13D. Capitalized terms used but not defined herein have the meanings given to such terms in the Schedule 13D. Except as set forth herein, the Schedule 13D is unmodified.
ITEM 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is amended and restated in its entirety to read as follows:
The Reporting Persons used $14,890 in working capital to purchase 148,900 shares of the Issuer’s Common Stock from an unrelated individual and gifted 11,500,000 shares to family members and business associates.
ITEM 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended and restated in its entirety to read as follows:
On December 30, 2022, the Reporting Persons gifted an aggregate of 11,500,000 shares of the Issuer’s Common Stock to family members and business associates.
On December 11, 2022, the Reporting Persons acquired 148,900 shares of the Issuer’s Common Stock from an unrelated individual pursuant to a certain stock purchase agreement.
The Reporting Persons will continue to review their investment in the Issuer on an ongoing basis. Depending on the factors discussed herein, the Reporting Persons may, from time to time, acquire additional shares of Common Stock and/or retain and/or sell all or a portion of their shares of Common Stock in the open market or in privately negotiated transactions, and/or may distribute their Common Stock to other entities. Any actions the Reporting Persons might undertake will be dependent upon the Reporting Persons’ review of numerous factors, including, the price of the Common Stock, general market conditions, economic factors, business results, financial conditions, Issuer’s operations, and other future developments.
From time to time, the Reporting Persons may engage in discussions with the Issuer’s management team concerning, potential business combinations, strategic alternatives, the business, operations, capital structure, governance, management, and other matters that concern the Issuer.
Except as set forth above, the Reporting Persons have no present plans or intentions which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
ITEM 5. Interest in Securities of the Issuer
Item 5 of the Schedule 13D is amended and restated in its entirety to read as follows:
| (a) | For information regarding beneficial ownership, see the information presented on the cover page of this Schedule 13D. The Common Stock owned by the Reporting Persons is directly held by Bondock LLC for which entity Brian Lovig is the sole beneficial owner. |
| (b) | The Reporting Persons have discretionary voting and dispositive power with respect to the shares of Common Stock reported herein as directly held by Bondock LLC, and beneficially owned by Brian Lovig. |
| (c) | None. |
| (d) | Not applicable. |
| (e) | Not applicable. |
ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect to the Securities of the Issuer
On December 30, 2022, the Reporting Persons gifted an aggregate of 11,500,000 shares of the Issuer’s Common Stock to family members and business associates.
On December 11, 2022, the Reporting Persons acquired 148,900 shares of the Issuer’s Common Stock from an unrelated individual for which it paid $0.10 a share, or an aggregate cash amount of $14,890 pursuant to a certain stock purchase agreement.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
None.
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Signature
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
January 4, 2023
/s/ Brian Lovig
Brian Lovig
Bondock LLC
/s/ Brian Lovig
By: Brian Lovig
Its: President
Attention: Intentional misstatements or omissions of fact
constitute Federal criminal violations (See 18 U.S.C. 1001).
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