AVNI Arvana Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15D of the Securities Exchange Act of 1934 for the quarterly period ended JUNE 30, 2023.

 

☐ 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 incorporation or organization)	(I.R.S. Employer Identification No.)

 

 

299 Main Street, 13th Floor, Salt Lake City, Utah 84111

(Address of principal executive offices) (Zip Code)

 

(801) 232-7395

(Registrant’s telephone number, including area code)

 

n/a

(Former name, former address and former fiscal year, if changed since last report)

 

Securities registered under Section 12(b) of the Act: None.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒  No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and such files).

Yes ☒  No ☐

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

Large, accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 13(a) of the Exchange Act. ☐

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

Yes ☐  No ☒

The number of shares outstanding of the issuer’s common stock, par value $0.001 (the only class of voting stock) at August 17, 2023, was 107,839,299.

.

TABLE OF CONTENTS

	PAGE
PART I FINANCIAL INFORMATION
Item 1. Unaudited and Consolidated Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	16
Item 3. Quantitative and Qualitative Disclosure About Market Risk	20
Item 4. Controls and Procedures	21
PART II OTHER INFORMATION
Item 1. Legal Proceedings	22
Item 1A. Risk Factors	22
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 3. Defaults Upon Senior Securities	22
Item 4. Mine Safety Disclosures	22
Item 5. Other Information	22
Item 6. Exhibits	22
Signatures	23
Index to Exhibits	24

 

 

ITEM 1. FINANCIAL STATEMENTS

As used herein, the terms “Arvana,” “we,” “our,” and “us” refer to Arvana Inc., its subsidiary, and its predecessor, unless context indicates otherwise. Any distinct references to Down2Fish, refer to Down2Fish Charters, LLC., a wholly owned subsidiary of Arvana. In the opinion of management, the accompanying unaudited condensed financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

ARVANA INC.

CONSOLIDATED BALANCE SHEETS

 

			June 30,				December 31,
			2023				2022
			(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	18,651			$	142,365
Other current assets			5,100				—
Total current assets			23,751				142,365
Non-current assets:
Property and equipment, net			167,005				—
Intangible assets			26,000				—
Total non-current assets			193,005				—
Total assets		$	216,756			$	142,365
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities		$	53,771			$	29,770
Related party payables (Note 8)			13,400				8,100
Current portion of notes payable – related party (Note 8)			25,000				—
Current portion of long-term debt (Note 10)			38,192				—
Total current liabilities			130,363				37,870
Long-term liabilities:
Notes payable – related party, net of current portion (Note 8)			24,644				—
Notes payable, net of current portion (Note 10)			863,001				—
Total long-term liabilities			887,645				—
Total liabilities			1,018,008				37,870
Stockholders' equity (deficit):
Common stock, $.001 par value, 500,000,000 shares authorized, 107,845,554 issued, and 107,839,299 outstanding at June 30, 2023, and December 31, 2022, respectively			107,847				107,847
Additional paid-in capital			36,377,274				36,240,352
Accumulated deficit			(37,283,037	)			(36,240,368	)
Total stockholders' equity (deficit) before treasury stock			(797,916	)			107,831
Less treasury stock - 6,255 common shares at June 30, 2023 and December 31, 2022, respectively			(3,336	)			(3,336	)
Total stockholders' deficit (equity)			(801,252	)			104,495
Total liabilities and stockholders' (deficit) equity		$	216,756			$	142,365

  

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

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF OPERATION

(unaudited) 

 

		Three months ended								Six months ended
		June 30								June 30
		2023				2022				2023				2022
Revenue:
Charter income		$	13,054			$	—			$	13,054			$	—
Other income			525				—				525				—
Total revenue			13,579				—				13,579				—
Operating expenses:
Cost of sales			14,632				—				20,742				—
General and administrative			102,113				10,720				214,292				16,856
Professional fees			6,581				5,061				43,044				7,561
Total operating expenses			123,326				15,781				278,078				24,417
Loss from operations			(109,747	)			(15,781	)			(264,499	)			(24,417	)
Other income (expense):
Lease income			12,000				—				20,000				—
Interest income			1				—				5				—
Interest expense			(16,523	)			(393	)			(27,166	)			(587	)
Other income			—				15,000				—				15,000
Loss on asset purchase			—				—				(771,009	)			—
Total other expense			(4,522	)			14,607				(778,170	)			14,413
Net loss		$	(114,269	)		$	(1,174	)		$	(1,042,669	)		$	(10,004	)
Per common share information - basic and diluted
Weighted average shares outstanding - basic			107,845,554				102,445,554				107,845,554				102,445,554
Net loss per common share - basic		$	(0.00	)		$	(0.00	)		$	(0.01	)		$	(0.00	)
Weighted average shares outstanding - diluted			107,845,554				102,445,554				107,845,554				102,445,554
Net loss per common share - diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.00	)

  

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

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (Deficit) (unaudited)

FOR THE THREE AND SIX MONTHS ENDED JUNE 30, 2023, AND 2022

 

		Common Shares																Treasury
		Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Shares				Amount				Total Stockholders’ Equity (Deficit)
Balance, March 31, 2022			102,445,554			$	102,447			$	35,888,276			$	(36,097,802	)		$	(6,255	)		$	(3,336	)		$	(110,415	)
Net loss			—				—				—				(1,174	)			—				—				(1,174	)
Balance June 30, 2022			102,445,554			$	102,447			$	35,888,276			$	(36,098,976	)		$	(6,255	)		$	(3,336	)		$	(111,589	)
			Common Shares																Treasury
			Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Shares				Amount				Total Stockholders’ Equity (Deficit)
Balance, March 31, 2023			107,845,554			$	107,847			$	36,314,786			$	(37,168,768	)		$	(6,255	)		$	(3,336	)		$	(749,971	)
Share-based compensation			—				—				62,488				—				—				—				62,488
Net loss			—				—				—				(114,269	)			—				—				(114,269	)
Balance June 30, 2023			107,845,554			$	107,847			$	36,377,274			$	(37,283,037	)		$	(6,255	)		$	(3,336	)		$	(801,252	)
		Common Shares																Treasury
		Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Shares				Amount				Total Stockholders’ Equity
Balance, December 31, 2021			102,445,554			$	102,447			$	35,888,276			$	(36,088,972	)			(6,255	)		$	(3,336	)		$	(101,585	)
Net Loss			—				—				—				(10,004	)			—				—				(10,004	)
Balance June 30, 2022			102,445,554			$	102,447			$	35,888,276			$	(36,098,976	)			(6,255	)		$	(3,336	)		$	(111,589	)
			Common Shares																Treasury
			Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Shares				Amount				Total Stockholders’ Equity (Deficit)
Balance, December 31, 2022			107,845,554			$	107,847			$	36,240,352			$	(36,240,368	)			(6,255	)		$	(3,336	)		$	104,495
Share based compensation			—				—				136,922				—				—				—				136,922
Net Loss			—				—				—				(1,042,669	)			—				—				(1,042,669	)
Balance, June 30, 2023			107,845,554			$	107,847			$	36,377,274			$	(37,283,037	)			(6,255	)		$	(3,336	)		$	(801,252	)

   

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

 

 

ARVANA INC.

STATEMENTS OF CASH FLOWS

SIX MONTHS ENDED JUNE 30, 2023, AND 2022

(Unaudited)

 

			2023				2022
Cash flows from operating activities
Net loss			(1,042,669	)			(10,004	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense			11,701				—
Share-based compensation			136,922				—
Loss on asset purchase			771,009				—
Increase (decrease) in:
Accounts payable and accrued liabilities			19,091				(25,870	)
Related party payables			4,656				24,813
Net cash used in operating activities			(99,290	)			(11,061	)
Cash flows from investing activities:
Cash paid for asset acquisition			(50,000	)			—
Cash acquired from asset acquisition			4,089				—
Net cash used in investing activities			(45,911	)			—
Cash flows from financing activities:
Proceeds from loans payable			25,266				20,916
Payments on loans payable			(3,779	)			—
Net cash provided by financing activities			21,487				20,916
Net (decrease) increase in cash			(123,714	)			9,855
Cash and cash equivalents, beginning of year			142,365				3,340
Cash and cash equivalents, end of period			18,651				13,195
Supplemental disclosures of cash flow information:
Cash paid for interest			6,724				—
Non-cash investing and financing activities -
Note payable issued for asset acquisition (Note 3)			700,000				—
Liabilities assumed in asset acquisition			234,904				—

  

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

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 1 – Organization and Summary of Significant Accounting Policies

Organization

Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of June 30, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019.

Down2Fish Charters LLC operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services.

Basis of Presentation

The Company’s fiscal year end is December 31st. The accompanying unaudited consolidated financial statements of the Company for the six-month periods ended June 30, 2023, and 2022, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. The consolidated interim financial statements and notes appearing in this report should be read in conjunction with our audited consolidated financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (“Commission”) on April 17, 2023. Results are not necessarily indicative of those which may be achieved in future periods.

Use of Estimates

The preparation of unaudited 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 unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences.

Stock split

On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective June 30, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements.

8

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 1 – Organization and Summary of Significant Accounting Policies – (continued)

Financial Instruments

The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values:

Cash - the carrying amount approximates fair value.

Accounts payable and accrued liabilities, loans payable to stockholders, and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At June 30, 2023 and December 31, 2022 respectively, the Company did not have any cash in excess of the insured FDIC 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 account.

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.

9

 

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 1 – Organization and Summary of Significant Accounting Policies (continued)

Stock-based compensation

The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market conditions are valued at the closing market price on the grant date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date of the grant. Once the per-share fair value on the date of grant is established, the aggregate expense of the grant is recognized as earned over the vesting period of the grant. The cost of stock-based payments to non-employees if fully vested and non-forfeitable at the grant date, is measured and recognized at that date.

Earnings (Loss) Per Share

Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 7,950,000 outstanding stock options as at June 30, 2023, and none at June 30, 2022, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive.

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Adopted by the Company

In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company adopted ASU 2016-13, effective January 1, 2023, which adoption has not had a material effect on its financial statements.

10

 

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 2 – Going Concern

For the six month period ended June 30, 2023, the Company recognized a net loss of $1,042,669 and $114,269 for the three month period ended June 30, 2023 and had an accumulated deficit of $37,283,037. The Company had a working capital deficit of $106,612 as of June 30, 2023. As of June 30, 2023, the Company’s has negative cash flows from operations, has recognized a net loss over the current six-month period, has incurred significant losses since inception, and has an accumulated deficit. While the Company commenced revenue generating activities in the first quarter of 2023, it will require funding from outside sources to implement its business development strategy. The Company has no firm commitments for additional funding. The aggregation of these factors raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these consolidated financial statements are made available. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets that might be necessary if the Company is unable to continue as a going concern.

Failure to obtain the ongoing support of stockholders and creditors may indicate that the preparation of these consolidated financial statements on a going concern basis is inappropriate, in which case our assets and liabilities would need to be recognized at their liquidation values. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty.

Note 3 – Asset Acquisition

On February 3, 2023 (Closing Date), the company acquired the assets and assumed the liabilities of Down2Fish Charters, LLC (D2F), a limited liability company organized under the laws of Florida, which operates a charter fishing business. On the Closing Date, the Company paid $50,000 in cash and issued a note for $700,000 for a total consideration of $750,000. The Company’s consolidated statements of operations from the Closing Date through June 30, 2023, indicate a net loss of $1,042,669.

Assets acquired and liabilities assumed were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The estimated fair values of certain assets and liabilities including long-lived assets require judgment and assumptions. Adjustments may be made to these estimates during the measurement period and those adjustments could be material.

Assets acquired and liabilities assumed are based on their fair values as of the Closing Date, with the excess of cost over fair value of $771,009. For the period ended June 30, 2023, the Company recorded an impairment loss of $771,009 on the excess amount. Assets acquired are as follows:

11

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 3 – Acquisition (continued)

Schedule of assets acquired and liabilities assumed
Assets
Cash		$	4,089
Trade and other receivables			5,100
Marine operating equipment			178,706
Commercial fishing license			26,000
Total assets			213,895
Liabilities
Accounts payable			4,910
Deposits			644
Payable to affiliates			62,634
Notes payable			166,716
Total liabilities			234,904
Purchase price			750,000
Loss on asset acquisition			771,009

The Company did not incur any acquisition related costs during the period.

Property and equipment acquired consisted primarily of offshore support vessels. The Company recorded property and equipment acquired at an estimated fair value of $178,706. The fair values of the offshore support vessels were estimated by applying a replacement cost approach. These assets will be tested for impairment upon the occurrence of a triggering event. The Company estimates the remaining useful lives for the vessels acquired are seven years, based on an original estimated useful life of 10 years.

The charter fishing license acquired is a perpetual federal fishing license, which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually.

12

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 4 – Property and Equipment

Property and equipment consist of the following:

Schedule of property plant and equipment
		June 30, 2023				December 31, 2022
Marine Equipment		$	173,034			$	—
Furniture and fixtures			5,672				—
Total			178,706				—
Less – accumulated depreciation			(11,701	)			—
Property and equipment, net		$	167,005			$	—

Depreciation expense was $11,701 and none for the six months ended June 30, 2023, and 2022 and $5,851 and none for the three months ended June 30, 2023, and 2022. 

Marine equipment is subject to an operating lease agreement that ends on December 31, 2025 (Note 6).

Note 5 – Intangible Assets

The Company acquired a perpetual federal fishing license, from the acquisition of assets (see Note 3), which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. As of June 30, 2023, and 2022, no impairment of this asset had occurred.

Note 6 – Leases

The Company leases marine equipment in an operating arrangement. The agreement began on January 1, 2023, and ends December 31, 2025. The agreement provides for minimum monthly lease payments of $4,000 per month for the term of the agreement. At the end of the term, any additional lease payment due will be calculated and paid. The lessee’s right to lease the marine equipment is limited to those times which do not conflict with Company use. There is no option to purchase the watercraft as part of the agreement and the Company expects to recoup full value when the watercraft are sold.

The Company manages risk by requiring the lessee to indemnify the Company in the event of loss to property or persons.

The amount of lease income recognized in other income for the six months ended June 30, 2023, is $20,000 and $12,000 for the three months ended June 30, 2023.

Cash flows from lease payments are expected to be received as follows:

Schedule of lease payments
Year			Lease amount
2023			$	44,000
2024				48,000
2025				48,000

 

13

 

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 7 – Common Stock

During the year ended December 31, 2022, Company issued 4,800,000 shares of its restricted common stock at a price of $0.07 per share for total proceeds of $320,000. The Company incurred share issuance costs in the amount of $32,237 in relation to the share issuance.

During the year ended December 31, 2022, the Company issued 600,000 shares at the price of $0.07 to settle $40,000 of accounts payable to a company controlled by an officer of the Company.

No common stock was issued during the three and six months ended June 30, 2023. 

Note 8 - Related Party Transactions and Loans Payable to Stockholders

During the six-months ended June 30, 2023, and June 30, 2022, the Company incurred advisory fees to a company controlled by its chief executive officer of $0 and $2,844.

Effective September 1, 2022, the Company signed an employment agreement with its chief executive officer for $90,000 per year plus incentive stock options until year-end December 31, 2022, thereafter for $120,000 per year over the term. At June 30, 2023 and December 31, 2022, accrued payroll of $10,000 and $7,500 respectively are included in related party payables.

At June 30, 2023 and December 31, 2022, the Company accrued $400 and $600 respectively to board members for services rendered. This amount is included in related party payables.

During the year ended December 31, 2022, $40,000 in accounts payable to a company controlled by the Company’s chief executive officer was settled by the issuance of 600,000 shares with a fair value of $40,000. There was no gain or loss on the settlement.

During the three and six-month periods ended June 30, 2023 and year ended December 31, 2022, the Company recorded stock-based compensation of $34,121, $17,061 and $11,795 respectively, from the grant of stock options to its chief executive officer and board members.

The Company has a non-interest bearing note payable to a related party of $25,000 due May 30, 2024.

The Company also has a non-interest bearing note payable to a related party of $24,644 due November 9, 2024.

The Company has an amount due to a related party for running charters for Down2Fish totaling $3,000 as of June 30, 2023.

Note 9 – Stock Options

The Company adopted the 2022 Stock Incentive Plan (“the Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan, option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date.

The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for employee stock options which requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements over the vesting period based on the estimated fair value of the awards.

At December 31, 2022, the Company had 7,950,000 options outstanding with vesting periods of 2-5 years and exercise prices of approximately $0.09 per share. During the six-month period ended June 30, 2023, there have been no changes in the number of options outstanding. Total share-based expense is $136,922 and $62,488 for the three and six-months periods ended June 30, 2023 and 2022, respectively. The remaining share-based expense of $523,255 will be recognized as follows:

Year
2023			$	113,031
2024				239,421
2025				156,902
2026				7,582
2027				6,319
Total			$	523,255

 

14

 

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2023

 

Note 10 – Notes Payable

Notes payable are as follows at June 30, 2023 and December 31, 2022:

Schedule of notes payable
		June 30, 2023 (Unaudited)				December 31, 2022
Note payable to a bank, interest at 6.75%, due in monthly installments of principal and interest, matures August 15, 2039, secured by a boat.		$	137,732			$	—
Note payable to a bank, interest at 7.49%, due in monthly installments of principal and interest, matures March 15, 2037, secured by a boat.			25,205				—
Note payable to seller, interest at 7.25%, due February 3, 2024, secured by membership interest in Down2Fish LLC			700,000				—
Note payable to third parties, bear no interest, and are due September 30, 2025.			38,256				—
Total notes payable			901,193				—
Less – current portion			(38,192	)			—
Total long-term portion		$	863,001			$	—

Principal maturities of notes payable are as follows:

Schedule of principal maturities of notes payable
Year			Amount
2024			$	38,192
2025				720,666
2026				6,763
2027				11,928
2028				15,346
Thereafter				108,298
			$	901,193

Note 11 - Subsequent Events

The Company evaluated its June 30, 2023, consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. The Company is aware of the following subsequent events which would require recognition or disclosure in the consolidated financial statements.

The Company received loans from its controlling stockholder in the aggregate amount of $30,000.

 

 

 

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

 

FORWARD LOOKING STATEMENTS

This Management’s Discussion and Analysis of Financial Condition and Results of Operations and other parts of this quarterly report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as “anticipates,” “expects,” “believes,” “plans,” “predicts,” and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31. All information presented herein is based on the three and six months ended June 30, 2023, and June 30, 2022.

Arvana

Arvana was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.” to engage in any legal undertaking. On July 24, 2006, Arvana changed its name from Turinco, Inc. to Arvana Inc. on the acquisition of Arvana Networks, Inc., a telecommunications business. We discontinued efforts related to that business as of December 31, 2009. Arvana acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019.

Down2Fish operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services.

Arvana acquired the assets and assumed the liabilities of Down2Fish on February 3, 2023, from LCF Salons, LLC, in exchange for fifty thousand dollars ($50,000) and a promissory note in the amount of seven hundred thousand dollars ($700,000) payable twenty-four (24) months after the closing date that bears interest of seven and one quarter percent (7¼ %) per annum. Interest on the promissory note is payable in advance on an annual basis.

Stockholders approved a forward stock split of Arvana’s common shares on a 3-for-1 basis that was effected on April 19, 2023, to stockholders of record on March 31, 2023. All changes in the capital structure have been given retroactive effect in this periodic report.

Arvana’s office is located at 299 Main Street, 13th Floor, Salt Lake City, Utah 84111, and our telephone number is (801) 232-7395.

AA Registered Agents, 4869 Nightwood Court, Las Vegas, Nevada 89149, is our registered agent in the State of Nevada.

Arvana is traded on the OTC Markets Group, Inc.’s Pink Sheets Current Information market platform under the symbol “AVNI.”

While Arvana is focused on building on its fishing charter business it will continue to seek, evaluate, and determine other business opportunities in energy and real estate development.

Plan of Operation

Arvana’s plan of operation is to support the further development of its business by building on Down2Fish’s existing business model. We believe that if Down2Fish increases marketing efforts in the Tampa Bay area, and offers a wider range of services, such as dolphin tours, these endeavors would attract more customers which in turn would increase revenues. Expansion into new service offerings however, would require capital sufficient to purchase another vessel, add complimentary boating equipment, and engage additional personnel. We believe that dolphin tours can return net revenue on a consistent basis if we are able to attract sufficient customers to fill each excursion. We are currently licensed and equipped to carry no more than six customers on each fishing charter. A vessel designed for dolphin tours can carry from fifty to one hundred customers. Our primary impediment to this strategy is cost. While Arvana is considering financing options there is no assurance that funds will be made available to us for this purpose. Meanwhile, we will continue to focus on offering more fishing charter excursions in an effort to build revenue and improve results of operations. Our ability to increase the number of customers is however impeded by the seasonal nature of our business.

Results of Operations

During the three and six-month period ended June 30, 2023, Arvana acquired the business of Down2Fish, effected a forward-split of its common stock and offered fishing charters.

Our results of operations for the three and six-month periods ended June 30, 2023, as compared to the three and six-month periods ended June 30, 2022, were as follows below:

		Three Months Ended June 30								Six Months Ended June 30
		2023				2022				2023				2022
Revenue		$	13,579			$	—			$	13,579			$	—
Operating expenses			(123,326	)			(15,781	)			278,078				24,417
Loss from Operations			(109,747	)			(15,781	)			(264,499	)			(24,417	)
Other Income (Expense)			(4,522	)			14,607				(778,170	)			14,413
Net Losses		$	(114,269	)		$	(1,174	)		$	(1,042,669	)		$	(10,004	)

Loss from Operations

Revenue

Revenue for the three and six-month periods ended June 30, 2023, was $13,579, as compared to revenue of $0 for the three and six-month periods ended June 30, 2022. Revenue is comprised of fishing charter services.

We expect revenue to increase through the next three-month period and to taper off in the final quarter of 2023, as the fishing season comes to an end.

Operating Expenses

Operating expenses for the three-month periods ended June 30, 2023, increased to $123,326, as compared to $15,781 for the three-month period ended June 30, 2022, an increase of 681%. Operating expenses for the six-month periods ended June 30, 2023, was $278,078, as compared to $24,417 for the six-month period ended June 30, 2022, an increase of 1,039%. The increase in operating expenses over the three and six-month comparative periods ended June 30, is attributed to increases in charter expenses, general and administrative expenses, and professional fees associated with the acquisition of Down2Fish.

We expect operating expenses related to professional fees and general and administrative expenses to decrease in future periods as expenses related to the acquisition of Down2Fish have been incurred to date.

Other Expense

Other expense for the three-month period ended June 30, 2023 was $4,522, as compared to other income of $14,607 for the three-month period ended June 30, 2022. Other expense for the six-month period ended June 30, 2023, was $778,170, as compared to other income of $14,413 for the three-month period ended June 30, 2022. Lease income for the use of our charter boats and interest income in the three and six-month periods ended June 30, 2023, was offset by interest expense. The loss realized on the acquisition of the assets and the assumption of liabilities related to Down2Fish in the six-month period ended June 30, 2023, is primarily responsible for other expense during the period.

Other expense is likely to increase in future periods as interest attributable to outstanding loans grows over time.

Net Loss

Net loss for the three-month period ended June 30, 2023, was $114,269 as compared to a net loss of $1,174 for the three-months ended June 30, 2022, an increase of 9,633%. Net loss for the six-month period ended June 30, 2023, was $1,042,669, as compared to a net loss of $10,004, for the six-month period ended June 30, 2022, an increase of 10,323%. The increase in net loss over the three and six-month comparative periods ended June 30, can be primarily attributed to a loss of $771,009 recognized on the acquisition of Down2Fish.

We expect net loss to continue as ongoing debt obligations will continue to negatively affect operating results until such time as sufficient revenue can be realized to reduce negative cash flows from operations.

Capital Expenditures

Arvana expended no amounts on capital expenditures for the three and six-month periods ended June 30, 2023, and June 30, 2022.

Liquidity and Capital Resources

Since inception, we have experienced significant changes in liquidity, capital resources, and stockholders’ deficit.

Arvana had current assets of $23,751 as of June 30, 2023, that consisted of cash and a bond, with a working capital deficit of $106,612. Total assets as of June 30, 2023, amounted to $216,756 that consisted of current assets, property, equipment, and intangible assets affixed to a commercial fishing license.

Arvana had current and total assets of $142,365 as of December 31, 2022, that consisted of solely of cash with a working capital surplus of $104,495.

Total stockholders' deficit was $801,252 as of June 30, 2023, as compared to stockholder’s equity of $104,495 as of December 31, 2022.

Cash Flows From Operating Activities

Net cash used in operating activities for the six-month period ended June 30, 2023, was $99,290 as compared to net cash used in operating activities of $11,061 for the three-month period ended June 30, 2022. Net cash used in operating activities can be attributed to book expense items that do not affect the total amount relative to actual cash used, such as depreciation expense, stock-based compensation, and loss on asset purchase. Balance sheet accounts that affect cash but are not income statement related items that are added or deducted to arrive at net cash used in operating activities, include accounts payable, and related party payables.

We expect to continue to have net cash flow used in operating activities over the next twelve months or until such time as Arvana generates sufficient revenue from operations to sustain the cost of operating activities.

Cash Flows From Investing Activities

Net cash used in investing activities for the six-month period ended June 30, 2023, was $45,911 as compared to net cash used in investing activities of $0 for the six-month period ended June 30, 2022. Net cash used in investing activities in the six-month period ended June 30, is attributed to the payment against the purchase of Down2Fish, offset by cash acquired from the acquisition.

We expect to have net cash used in investing activities in future periods as the implementation of our business plan will cause us to invest in additional equipment.

Cash Flows From Financing Activities

Net cash provided by financing activities for the six-month period ended June 30, 2023, was $21,487 as compared to net cash provided by financing activities of $20,916 for the six-month period ended June 30, 2022. Net cash provided by financing activities in the six-month period ended June 30, 2023, is attributed to proceeds from loans payable offset by payments on loans payable. Net cash provided by financing activities in the six-month period ended June 30, 2022, is attributed to the proceeds of loans payable.

We expect to continue to rely on net cash provided by financing activities in future periods as our business development strategy require us to undertake financing measures to grow our business.

Arvana’s assets are insufficient as of June 30, 2023, to implement its plan of operation to expand the business operations of Down2Fish over the next twelve months. We anticipate conducting another private equity offering to meet our objectives and will look to third parties to secure financing. Management is confident that its efforts to realize additional funding will be successful.

Subsequent to period end, Arvana received additional loans from its controlling stockholder in the aggregate amount of $30,000. Arvana may seek additional loans in the short term to sustain operations.

Arvana does not intend to pay cash dividends in the foreseeable future.

Arvana had no lines of credit or other bank financing arrangements as of June 30, 2023.

Arvana had no commitments for future capital expenditures at June 30, 2023.

Arvana has adopted the Arvana Inc. 2022 Stock Incentive Plan and has an employment agreement with its executive officer.

Arvana plans to purchase an additional vessel to be used in offering dolphin tours in the near term, subject to satisfactory financing being available, though it has no contractual commitment to do so.

Arvana has no current plans to make any changes in the number of employees.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as “special purpose entities.”

Critical Accounting Policies

The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses in the reporting period. We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. We continually review the estimates and underlying assumptions to ensure they are appropriate for the circumstances. Accounting assumptions and estimates are inherently uncertain and actual results may differ materially from our estimates. A summary of our critical accounting policies is provided in Note 1 to the audited financial statements for the years ended December 31, 2022, and 2021, that are included in our most recent Form 10-K. We discuss accounting policies that are significant in determining results of operations and its financial position.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

 

Not required for smaller reporting companies.

Item 4. Controls and Procedures

Disclosure Controls and Procedures

In connection with the preparation of this quarterly report, an evaluation was carried out by the Company’s management, with the participation of the chief executive officer and the acting chief financial officer, of the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of June 30, 2023. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commission’s rules and forms, and that such information is accumulated and communicated to management, including its chief executive officer and the chief financial officer, to allow timely decisions regarding required disclosures.

Based on that evaluation, the Company’s management concluded, as of the end of the period covered by this report, that the Company’s disclosure controls and procedures were effective in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commission’s rules and forms, and such information was accumulated and communicated to management, including its chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures.

Changes in Internal Control over Financial Reporting

There have been no changes in internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the quarter ended June 30, 2023, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II

Item 1. Legal Proceedings.

None.

Item 1A. Risk Factors

Not required of smaller reporting companies.

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

None.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable to Arvana.

Item 5. Other Information

During the three months ended June 30, 2023, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of the Company adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K.

Item 6. Exhibits

Exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 24 of this Form 10-Q and are incorporated herein by this reference.

SIGNATURES

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

ARVANA INC.

By:	/s/ Ruairidh Campbell
	Ruairidh Campbell, Chief Executive Officer, Chief Financial Officer, and Principal Accounting Officer
Date:	August 17, 2023

 

INDEX TO EXHIBITS

S-K Number	Description
3.1	Articles of Incorporation filed with the Commission as an exhibit to Form 10-SB on May 24, 2000.
3.1.1	Amended and Restated Articles of Incorporation filed with the Commission as an exhibit to Form 8-K on October 12, 2010.
3.1.2	Amended and Restated Articles of Incorporation filed with the Commission as an exhibit to Schedule 14C on February 2, 2021.
3.2	Amended and Restated Bylaws filed with the Commission as exhibit to Form 10-SB on May 24, 2000.
10.1	Debt Settlement Agreement and Release with Zahir Dhanani filed with the Commission as an exhibit to Form 8-K on July 29, 2021.
10.2	Debt Settlement Agreement and Release with CaiE Foods Partnership Ltd. filed with the Commission as an exhibit on Form 8-K dated July 29, 2021.
10.3	Debt Settlement Agreement and Release with Valor Invest Ltd. filed with the Commission as an exhibit to Form 8-K on July 29, 2021.
10.5	Debt Forgiveness Agreement with Zahir Dhanani filed with the Commission as an exhibit to Form 8-K on July 29, 2021.
10.6	Debt Forgiveness Agreement with Topkapi International Investment Corp. filed with the Commission as an exhibit to Form 8-K on July 29, 2021.
10.7	Arvana 2022 Stock Incentive Plan dated September 30, 2022, filed with the Commission as an exhibit to Form 10-Q on November 22, 2022.
10.8	Employment Agreement dated September 1, 2022, filed with the Commission as an exhibit on Form 10-Q on November 22, 2022.
10.9	Business Purchase Agreement dated November 16, 2022, filed with the Commission as an exhibit on Form 8-K on November 16, 2022.
14.1	Code of Ethics filed with the Commission as an exhibit to the Form 10-KSB on April 16, 2007.
21	Subsidiaries filed with the Commission on Form 8-K on February 3, 2023.
31	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act filed with the Commission as an exhibit to this Form 10-Q.
32	Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed with the Commission as an exhibit to this Form 10-Q.
99.1	Audited financial statements of Down 2 Fish Charters LLC as of and for the fiscal years ended December 31, 2021, and 2020 filed with the Commission on February 3, 2023.
99.2	Unaudited financial statements of Down 2 Fish Charters LLC as of and for the three and nine-month periods ended September 30, 2022, and 2021 filed with the Commission on February 3, 2023.
99.3	Unaudited Pro Forma Combined Financial Statements as of and for the fiscal year ended December 31, 2021, and September 30, 2022, filed with the Commission on February 3, 2023.
101.INS(1)	XBRL Instance Document
101.PRE(1)	XBRL Taxonomy Extension Presentation Linkbase
101.LAB(1)	XBRL Taxonomy Extension Label Linkbase
101.DEF(1)	XBRL Taxonomy Extension Label Linkbase
101.CAL(1)	XBRL Taxonomy Extension Label Linkbase
101.SCH(1)	XB RL Taxonomy Extension Label Linkbase
(1)	Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed “furnished” and not “filed” or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or deemed “furnished” and not “filed” for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections.

 

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO RULE 13a-14 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Ruairidh Campbell, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Arvana Inc.

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: August 17, 2023

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer and Chief Financial Officer

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the report on Form 10-Q of Arvana Inc. for the quarterly period ended June 30, 2023, as filed with the Securities and Exchange Commission on the date hereof, I, Ruairidh Campbell, do hereby certify, pursuant to 18 U.S.C. §1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:

(1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer and Chief Financial Officer

 

Date: August 17, 2023

 

This certification accompanies this report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant for the purposes of §18 of the Securities Exchange Act of 1934, as amended. This certification shall not be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made before or after the date of this report), irrespective of any general incorporation language contained in such filing.

A signed original of this written statement required by §906 has been provided to the registrant and will be retained by the registrant and furnished to the Securities and Exchange Commission or its staff upon request.

v3.23.2

Cover - shares	6 Months Ended
	Jun. 30, 2023	Aug. 17, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2023
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2023
Current Fiscal Year End Date	--12-31
Entity File Number	0-30695
Entity Registrant Name	ARVANA INC.
Entity Central Index Key	0001113313
Entity Tax Identification Number	87-0618509
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	299 Main Street
Entity Address, Address Line Two	13th Floor
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84111
City Area Code	(801)
Local Phone Number	232-7395
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		107,839,299

v3.23.2

Consolidated Balance Sheets (Unaudited) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 18,651	$ 142,365
Other current assets	5,100	0
Total current assets	23,751	142,365
Non-current assets:
Property and equipment, net	167,005	0
Intangible assets	26,000	0
Total non-current assets	193,005	0
Total assets	216,756	142,365
Current liabilities:
Accounts payable and accrued liabilities	53,771	29,770
Related party payables (Note 8)	13,400	8,100
Current portion of notes payable – related party (Note 8)	25,000
Current portion of long-term debt (Note 10)	38,192	0
Total current liabilities	130,363	37,870
Long-term liabilities:
Notes payable – related party, net of current portion (Note 8)	24,644
Notes payable, net of current portion (Note 10)	863,001	0
Total long-term liabilities	887,645	0
Total liabilities	1,018,008	37,870
Stockholders' equity (deficit):
Common stock, $.001 par value, 500,000,000 shares authorized, 107,845,554 issued, and 107,839,299 outstanding at June 30, 2023, and December 31, 2022, respectively	107,847	107,847
Additional paid-in capital	36,377,274	36,240,352
Accumulated deficit	(37,283,037)	(36,240,368)
Total stockholders' equity (deficit) before treasury stock	(797,916)	107,831
Less treasury stock - 6,255 common shares at June 30, 2023 and December 31, 2022, respectively	(3,336)	(3,336)
Total stockholders' deficit (equity)	(801,252)	104,495
Total liabilities and stockholders' (deficit) equity	$ 216,756	$ 142,365

v3.23.2

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Jun. 30, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Common Stock, Par or Stated Value Per Share		$ 0.001
Common Stock, Shares Authorized		500,000,000
Common Stock, Shares, Issued	107,845,554
Common Stock, Shares, Outstanding		107,839,299
Treasury Stock, Common, Shares	6,255	6,255

v3.23.2

Consolidated Statements of Operation (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Revenue:
Charter income	$ 13,054		$ 13,054
Other income	525		525
Total revenue	13,579		13,579
Operating expenses:
Cost of sales	14,632		20,742
General and administrative	102,113	10,720	214,292	16,856
Professional fees	6,581	5,061	43,044	7,561
Total operating expenses	123,326	15,781	278,078	24,417
Loss from operations	(109,747)	(15,781)	(264,499)	(24,417)
Other income (expense):
Lease income	12,000		20,000
Interest income	1	0	5	0
Interest expense	(16,523)	(393)	(27,166)	(587)
Other income		15,000		15,000
Loss on asset purchase			(771,009)
Total other expense	(4,522)	14,607	(778,170)	14,413
Net loss	$ (114,269)	$ (1,174)	$ (1,042,669)	$ (10,004)
Per common share information - basic and diluted
Weighted average shares outstanding - basic	107,845,554	102,445,554	107,845,554	102,445,554
Net loss per common share - basic	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)
Weighted average shares outstanding - diluted	107,845,554	102,445,554	107,845,554	102,445,554
Net loss per common share - diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.00)

v3.23.2

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Total
Beginning balance, value at Dec. 31, 2021	$ 102,447	$ 35,888,276	$ (36,088,972)	$ (3,336)	$ (101,585)
Shares, Outstanding, Beginning Balance at Dec. 31, 2021	102,445,554			(6,255)
Ending balance, value at Jun. 30, 2022	$ 102,447	35,888,276	(36,098,976)	$ (3,336)	(111,589)
Net Loss			(10,004)		(10,004)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	102,445,554			(6,255)
Beginning balance, value at Mar. 31, 2022	$ 102,447	35,888,276	(36,097,802)	$ (3,336)	(110,415)
Shares, Outstanding, Beginning Balance at Mar. 31, 2022	102,445,554			(6,255)
Ending balance, value at Jun. 30, 2022	$ 102,447	35,888,276	(36,098,976)	$ (3,336)	(111,589)
Net Loss			(1,174)		(1,174)
Shares, Outstanding, Ending Balance at Jun. 30, 2022	102,445,554			(6,255)
Beginning balance, value at Dec. 31, 2022	$ 107,847	36,240,352	(36,240,368)	$ (3,336)	104,495
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	107,845,554			(6,255)
Ending balance, value at Jun. 30, 2023	$ 107,847	36,377,274	(37,283,037)	$ (3,336)	(801,252)
Share based compensation		136,922			136,922
Net Loss			(1,042,669)		(1,042,669)
Shares, Outstanding, Ending Balance at Jun. 30, 2023	107,845,554			(6,255)
Beginning balance, value at Mar. 31, 2023	$ 107,847	36,314,786	(37,168,768)	$ (3,336)	(749,971)
Shares, Outstanding, Beginning Balance at Mar. 31, 2023	107,845,554			(6,255)
Ending balance, value at Jun. 30, 2023	$ 107,847	36,377,274	(37,283,037)	$ (3,336)	(801,252)
Share based compensation		62,488			62,488
Net Loss			$ (114,269)		$ (114,269)
Shares, Outstanding, Ending Balance at Jun. 30, 2023	107,845,554			(6,255)

v3.23.2

Statements of Cash Flows (Unaudited) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Cash flows from operating activities
Net loss	$ (114,269)	$ (1,042,669)	$ (10,004)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	5,851	11,701
Share-based compensation		136,922	0
Loss on asset purchase		771,009
Increase (decrease) in:
Accounts payable and accrued liabilities		19,091	(25,870)
Related party payables		4,656	24,813
Net cash used in operating activities		(99,290)	(11,061)
Cash flows from investing activities:
Cash paid for asset acquisition		(50,000)	0
Cash acquired from asset acquisition		4,089	0
Net cash used in investing activities		(45,911)
Cash flows from financing activities:
Proceeds from loans payable		25,266	20,916
Payments on loans payable		(3,779)	0
Net cash provided by financing activities		21,487	20,916
Net (decrease) increase in cash		(123,714)	9,855
Cash and cash equivalents, beginning of year		142,365	3,340
Cash and cash equivalents, end of period	$ 18,651	18,651	13,195
Supplemental disclosures of cash flow information:
Cash paid for interest		6,724	0
Non-cash investing and financing activities -
Note payable issued for asset acquisition (Note 3)		700,000	0
Liabilities assumed in asset acquisition		$ 234,904

v3.23.2

Organization and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Summary of Significant Accounting Policies	Note 1 – Organization and Summary of Significant Accounting Policies Organization Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of June 30, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Down2Fish Charters LLC operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services. Basis of Presentation The Company’s fiscal year end is December 31st. The accompanying unaudited consolidated financial statements of the Company for the six-month periods ended June 30, 2023, and 2022, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. The consolidated interim financial statements and notes appearing in this report should be read in conjunction with our audited consolidated financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (“Commission”) on April 17, 2023. Results are not necessarily indicative of those which may be achieved in future periods. Use of Estimates The preparation of unaudited 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 unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Stock split On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective June 30, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements. Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At June 30, 2023 and December 31, 2022 respectively, the Company did not have any cash in excess of the insured FDIC 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 account. Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market conditions are valued at the closing market price on the grant date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date of the grant. Once the per-share fair value on the date of grant is established, the aggregate expense of the grant is recognized as earned over the vesting period of the grant. The cost of stock-based payments to non-employees if fully vested and non-forfeitable at the grant date, is measured and recognized at that date. Earnings (Loss) Per Share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 7,950,000 outstanding stock options as at June 30, 2023, and none at June 30, 2022, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted by the Company In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company adopted ASU 2016-13, effective January 1, 2023, which adoption has not had a material effect on its financial statements.

v3.23.2

Going Concern	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 – Going Concern For the six month period ended June 30, 2023, the Company recognized a net loss of $1,042,669 and $114,269 for the three month period ended June 30, 2023 and had an accumulated deficit of $37,283,037. The Company had a working capital deficit of $106,612 as of June 30, 2023. As of June 30, 2023, the Company’s has negative cash flows from operations, has recognized a net loss over the current six-month period, has incurred significant losses since inception, and has an accumulated deficit. While the Company commenced revenue generating activities in the first quarter of 2023, it will require funding from outside sources to implement its business development strategy. The Company has no firm commitments for additional funding. The aggregation of these factors raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these consolidated financial statements are made available. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets that might be necessary if the Company is unable to continue as a going concern. Failure to obtain the ongoing support of stockholders and creditors may indicate that the preparation of these consolidated financial statements on a going concern basis is inappropriate, in which case our assets and liabilities would need to be recognized at their liquidation values. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty.

v3.23.2

Asset Acquisition	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Asset Acquisition	Note 3 – Asset Acquisition On February 3, 2023 (Closing Date), the company acquired the assets and assumed the liabilities of Down2Fish Charters, LLC (D2F), a limited liability company organized under the laws of Florida, which operates a charter fishing business. On the Closing Date, the Company paid $50,000 in cash and issued a note for $700,000 for a total consideration of $750,000. The Company’s consolidated statements of operations from the Closing Date through June 30, 2023, indicate a net loss of $1,042,669. Assets acquired and liabilities assumed were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The estimated fair values of certain assets and liabilities including long-lived assets require judgment and assumptions. Adjustments may be made to these estimates during the measurement period and those adjustments could be material. Assets acquired and liabilities assumed are based on their fair values as of the Closing Date, with the excess of cost over fair value of $771,009. For the period ended June 30, 2023, the Company recorded an impairment loss of $771,009 on the excess amount. Assets acquired are as follows: Schedule of assets acquired and liabilities assumed         Assets     Cash   $ 4,089   Trade and other receivables     5,100   Marine operating equipment     178,706   Commercial fishing license     26,000   Total assets     213,895             Liabilities         Accounts payable     4,910   Deposits     644   Payable to affiliates     62,634   Notes payable     166,716   Total liabilities     234,904             Purchase price     750,000   Loss on asset acquisition     771,009   The Company did not incur any acquisition related costs during the period. Property and equipment acquired consisted primarily of offshore support vessels. The Company recorded property and equipment acquired at an estimated fair value of $178,706. The fair values of the offshore support vessels were estimated by applying a replacement cost approach. These assets will be tested for impairment upon the occurrence of a triggering event. The Company estimates the remaining useful lives for the vessels acquired are seven years, based on an original estimated useful life of 10 years. The charter fishing license acquired is a perpetual federal fishing license, which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually.

v3.23.2

Property and Equipment	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 4 – Property and Equipment Property and equipment consist of the following: Schedule of property plant and equipment             June 30, 2023   December 31, 2022 Marine Equipment   $ 173,034     $ —    Furniture and fixtures     5,672       —    Total     178,706       —    Less – accumulated depreciation     (11,701 )     —    Property and equipment, net   $ 167,005     $ —    Depreciation expense was $11,701 and none for the six months ended June 30, 2023, and 2022 and $5,851 and none for the three months ended June 30, 2023, and 2022.  Marine equipment is subject to an operating lease agreement that ends on December 31, 2025 (Note 6).

v3.23.2

Intangible Assets	6 Months Ended
	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Intangible Assets	Note 5 – Intangible Assets The Company acquired a perpetual federal fishing license, from the acquisition of assets (see Note 3), which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. As of June 30, 2023, and 2022, no impairment of this asset had occurred.

v3.23.2

Leases	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Leases	Note 6 – Leases The Company leases marine equipment in an operating arrangement. The agreement began on January 1, 2023, and ends December 31, 2025. The agreement provides for minimum monthly lease payments of $4,000 per month for the term of the agreement. At the end of the term, any additional lease payment due will be calculated and paid. The lessee’s right to lease the marine equipment is limited to those times which do not conflict with Company use. There is no option to purchase the watercraft as part of the agreement and the Company expects to recoup full value when the watercraft are sold. The Company manages risk by requiring the lessee to indemnify the Company in the event of loss to property or persons. The amount of lease income recognized in other income for the six months ended June 30, 2023, is $20,000 and $12,000 for the three months ended June 30, 2023. Cash flows from lease payments are expected to be received as follows: Schedule of lease payments     Year   Lease amount 2023     $ 44,000   2024       48,000   2025       48,000

v3.23.2

Common Stock	6 Months Ended
	Jun. 30, 2023
Equity [Abstract]
Common Stock	Note 7 – Common Stock During the year ended December 31, 2022, Company issued 4,800,000 shares of its restricted common stock at a price of $0.07 per share for total proceeds of $320,000. The Company incurred share issuance costs in the amount of $32,237 in relation to the share issuance. During the year ended December 31, 2022, the Company issued 600,000 shares at the price of $0.07 to settle $40,000 of accounts payable to a company controlled by an officer of the Company. No common stock was issued during the three and six months ended June 30, 2023.

v3.23.2

Related Party Transactions and Loans Payable to Stockholders	6 Months Ended
	Jun. 30, 2023
Related Party Transactions [Abstract]
Related Party Transactions and Loans Payable to Stockholders	Note 8 - Related Party Transactions and Loans Payable to Stockholders During the six-months ended June 30, 2023, and June 30, 2022, the Company incurred advisory fees to a company controlled by its chief executive officer of $0 and $2,844. Effective September 1, 2022, the Company signed an employment agreement with its chief executive officer for $90,000 per year plus incentive stock options until year-end December 31, 2022, thereafter for $120,000 per year over the term. At June 30, 2023 and December 31, 2022, accrued payroll of $10,000 and $7,500 respectively are included in related party payables. At June 30, 2023 and December 31, 2022, the Company accrued $400 and $600 respectively to board members for services rendered. This amount is included in related party payables. During the year ended December 31, 2022, $40,000 in accounts payable to a company controlled by the Company’s chief executive officer was settled by the issuance of 600,000 shares with a fair value of $40,000. There was no gain or loss on the settlement. During the three and six-month periods ended June 30, 2023 and year ended December 31, 2022, the Company recorded stock-based compensation of $34,121, $17,061 and $11,795 respectively, from the grant of stock options to its chief executive officer and board members. The Company has a non-interest bearing note payable to a related party of $25,000 due May 30, 2024. The Company also has a non-interest bearing note payable to a related party of $24,644 due November 9, 2024. The Company has an amount due to a related party for running charters for Down2Fish totaling $3,000 as of June 30, 2023.

v3.23.2

Stock Options	6 Months Ended
	Jun. 30, 2023
Stock Options
Stock Options	Note 9 – Stock Options The Company adopted the 2022 Stock Incentive Plan (“the Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan, option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for employee stock options which requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. At December 31, 2022, the Company had 7,950,000 options outstanding with vesting periods of 2-5 years and exercise prices of approximately $0.09 per share. During the six-month period ended June 30, 2023, there have been no changes in the number of options outstanding. Total share-based expense is $136,922 and $62,488 for the three and six-months periods ended June 30, 2023 and 2022, respectively. The remaining share-based expense of $523,255 will be recognized as follows:       Year     2023     $ 113,031   2024       239,421   2025       156,902   2026       7,582   2027       6,319   Total     $ 523,255

v3.23.2

Notes Payable	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Notes Payable	Note 10 – Notes Payable Notes payable are as follows at June 30, 2023 and December 31, 2022: Schedule of notes payable             June 30, 2023 (Unaudited)    December 31, 2022 Note payable to a bank, interest at 6.75%, due in monthly installments of principal and interest, matures August 15, 2039, secured by a boat.   $ 137,732     $ —    Note payable to a bank, interest at 7.49%, due in monthly installments of principal and interest, matures March 15, 2037, secured by a boat.     25,205       —    Note payable to seller, interest at 7.25%, due February 3, 2024, secured by membership interest in Down2Fish LLC     700,000       —    Note payable to third parties, bear no interest, and are due September 30, 2025.     38,256       —    Total notes payable     901,193       —    Less – current portion     (38,192 )     —    Total long-term portion   $ 863,001     $ —    Principal maturities of notes payable are as follows: Schedule of principal maturities of notes payable     Year   Amount 2024     $ 38,192   2025       720,666   2026       6,763   2027       11,928   2028       15,346   Thereafter       108,298         $ 901,193

v3.23.2

Subsequent Events	6 Months Ended
	Jun. 30, 2023
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events The Company evaluated its June 30, 2023, consolidated financial statements for subsequent events through the date the consolidated financial statements were issued. The Company is aware of the following subsequent events which would require recognition or disclosure in the consolidated financial statements. The Company received loans from its controlling stockholder in the aggregate amount of $30,000.

v3.23.2

Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization	Organization Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of June 30, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Down2Fish Charters LLC operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services.
Basis of Presentation	Basis of Presentation The Company’s fiscal year end is December 31st. The accompanying unaudited consolidated financial statements of the Company for the six-month periods ended June 30, 2023, and 2022, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. The consolidated interim financial statements and notes appearing in this report should be read in conjunction with our audited consolidated financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (“Commission”) on April 17, 2023. Results are not necessarily indicative of those which may be achieved in future periods.
Use of Estimates	Use of Estimates The preparation of unaudited 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 unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences.
Stock split	Stock split On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective June 30, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements.
Financial Instruments	Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At June 30, 2023 and December 31, 2022 respectively, the Company did not have any cash in excess of the insured FDIC 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 account.
Income taxes	Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.
Stock-based compensation	Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market conditions are valued at the closing market price on the grant date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date of the grant. Once the per-share fair value on the date of grant is established, the aggregate expense of the grant is recognized as earned over the vesting period of the grant. The cost of stock-based payments to non-employees if fully vested and non-forfeitable at the grant date, is measured and recognized at that date.
Earnings (Loss) Per Share	Earnings (Loss) Per Share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 7,950,000 outstanding stock options as at June 30, 2023, and none at June 30, 2022, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive.
Recent Accounting Pronouncements	Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted by the Company In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company adopted ASU 2016-13, effective January 1, 2023, which adoption has not had a material effect on its financial statements.

v3.23.2

Asset Acquisition (Tables)	6 Months Ended
	Jun. 30, 2023
Business Combination and Asset Acquisition [Abstract]
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed         Assets     Cash   $ 4,089   Trade and other receivables     5,100   Marine operating equipment     178,706   Commercial fishing license     26,000   Total assets     213,895             Liabilities         Accounts payable     4,910   Deposits     644   Payable to affiliates     62,634   Notes payable     166,716   Total liabilities     234,904             Purchase price     750,000   Loss on asset acquisition     771,009

v3.23.2

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Schedule of property plant and equipment	Schedule of property plant and equipment             June 30, 2023   December 31, 2022 Marine Equipment   $ 173,034     $ —    Furniture and fixtures     5,672       —    Total     178,706       —    Less – accumulated depreciation     (11,701 )     —    Property and equipment, net   $ 167,005     $ —

v3.23.2

Leases (Tables)	6 Months Ended
	Jun. 30, 2023
Leases [Abstract]
Schedule of lease payments	Schedule of lease payments     Year   Lease amount 2023     $ 44,000   2024       48,000   2025       48,000

v3.23.2

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2023
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable             June 30, 2023 (Unaudited)    December 31, 2022 Note payable to a bank, interest at 6.75%, due in monthly installments of principal and interest, matures August 15, 2039, secured by a boat.   $ 137,732     $ —    Note payable to a bank, interest at 7.49%, due in monthly installments of principal and interest, matures March 15, 2037, secured by a boat.     25,205       —    Note payable to seller, interest at 7.25%, due February 3, 2024, secured by membership interest in Down2Fish LLC     700,000       —    Note payable to third parties, bear no interest, and are due September 30, 2025.     38,256       —    Total notes payable     901,193       —    Less – current portion     (38,192 )     —    Total long-term portion   $ 863,001     $ —
Schedule of principal maturities of notes payable	Schedule of principal maturities of notes payable     Year   Amount 2024     $ 38,192   2025       720,666   2026       6,763   2027       11,928   2028       15,346   Thereafter       108,298         $ 901,193

v3.23.2

Organization and Summary of Significant Accounting Policies (Details Narrative)	6 Months Ended
	Jun. 30, 2023 shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,950,000

v3.23.2

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ 114,269	$ 1,174	$ 1,042,669	$ 10,004
Retained Earnings (Accumulated Deficit)	37,283,037		37,283,037		$ 36,240,368
Working capital	$ 106,612		$ 106,612

v3.23.2

Acquisition (Details)	Feb. 03, 2023 USD ($)
Assets
Cash	$ 4,089
Trade and other receivables	5,100
Marine operating equipment	178,706
Commercial fishing license	26,000
Total assets	213,895
Liabilities
Accounts payable	4,910
Deposits	644
Payable to affiliates	62,634
Notes payable	166,716
Total liabilities	234,904
Purchase price	750,000
Loss on asset acquisition	$ 771,009

v3.23.2

Asset Acquisition (Details Narrative) - USD ($)			3 Months Ended		6 Months Ended
	Feb. 03, 2023	Feb. 03, 2023	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross					$ 50,000	$ (0)
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 750,000	$ 750,000
Payments for Purchase of Other Assets					771,009
Property, Plant and Equipment [Member]
Business Acquisition [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment			$ 178,706		178,706
Down 2 Fish Charters L L C [Member]
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross		50,000
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable	700,000
Business Combination, Consideration Transferred	750,000
[custom:BusinessAcquisitionsProFormaRevenues]					$ 1,042,669
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 771,009	$ 771,009

v3.23.2

Property and Equipment (Details) - USD ($)	Jun. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 178,706	$ 0
Less accumulated depreciation	(11,701)	0
Property and equipment, net	167,005	0
Marine Services Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	173,034	0
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,672	$ 0

v3.23.2

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 5,851	$ 11,701

v3.23.2

Intangible Assets (Details Narrative)	6 Months Ended
	Jun. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Asset Impairment Charges	$ 0

v3.23.2

Leases (Details)	Jun. 30, 2023 USD ($)
Leases [Abstract]
2023	$ 44,000
2024	48,000
2025	$ 48,000

v3.23.2

Leases (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2023	Jun. 30, 2022	Jun. 30, 2023	Jun. 30, 2022
Leases [Abstract]
Sale Leaseback Transaction, Monthly Rental Payments			$ 4,000
Lease Income	$ 12,000		$ 20,000

v3.23.2

Common Stock (Details Narrative)	12 Months Ended
	Dec. 31, 2022 USD ($) $ / shares shares
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross | shares	4,800,000
Shares Issued, Price Per Share | $ / shares	$ 0.07
Restricted common stock total proceeds	$ 320,000
Incurred share issuance costs	$ 32,237
Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Shares, Issued | shares	600,000
Share Price | $ / shares	$ 0.07
Accounts Payable	$ 40,000

v3.23.2

Related Party Transactions and Loans Payable to Stockholders (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended		12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Jun. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
[custom:AccruedPayrollIncludedInAmountsDueToRelatedParties-0]	$ 10,000	$ 10,000		$ 7,500
Accrued Liabilities and Other Liabilities	400	400		600
Share-Based Payment Arrangement, Expense	136,922	62,488
Notes Payable	901,193	901,193		0
Down 2 Fish [Member]
Related Party Transaction [Line Items]
Notes Payable	3,000	3,000
Note 1 [Member]
Related Party Transaction [Line Items]
Notes Payable	25,000	25,000
Note 2 [Member]
Related Party Transaction [Line Items]
Notes Payable	24,644	24,644
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Consulting fees		0	$ 2,844
Increase (Decrease) in Notes Payable, Related Parties, Current				$ 120,000
Stock Issued During Period, Shares, New Issues				600,000
Stock Issued During Period, Value, New Issues				$ 40,000
Share-Based Payment Arrangement, Expense	$ 34,121	$ 17,061		11,795
Chief Executive Officer [Member] | Employment Agreement [Member]
Related Party Transaction [Line Items]
Increase (Decrease) in Notes Payable, Related Parties, Current				90,000
Officer [Member]
Related Party Transaction [Line Items]
Accounts Payable				$ 40,000

v3.23.2

Stock Options (Details Narrative) - USD ($)	3 Months Ended	6 Months Ended	12 Months Ended
	Jun. 30, 2023	Jun. 30, 2023	Dec. 31, 2022	Dec. 31, 2027	Dec. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number	0	0	7,950,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price			$ 0.09
Share-Based Payment Arrangement, Expense	$ 136,922	$ 62,488
[custom:AllocatedShareBasedCompensationExpenseRemaining]		$ 523,255
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number				6,319	7,582	156,902	239,421	113,031
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period			2 years
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period			5 years

v3.23.2

Notes Payable (Details) - USD ($)	6 Months Ended
	Jun. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total notes payable	$ 901,193	$ 0
Less - current portion	(38,192)
Total long-term portion	$ 863,001	0
Notes Payable to Banks [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	6.75%
Debt Instrument, Maturity Date	Aug. 15, 2039
Total notes payable	$ 137,732	0
Notes Payable To Banks 1 [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	7.49%
Debt Instrument, Maturity Date	Mar. 15, 2037
Total notes payable	$ 25,205	0
Notes Payable To Seller [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	7.25%
Debt Instrument, Maturity Date	Feb. 03, 2024
Total notes payable	$ 700,000	0
Notes Payable To Third Party [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	0.00%
Debt Instrument, Maturity Date	Sep. 30, 2025
Total notes payable	$ 38,256	$ 0

v3.23.2

Notes Payable (Details 1)	Jun. 30, 2023 USD ($)
Debt Disclosure [Abstract]
2023	$ 38,192
2024	720,666
2025	6,763
2026	11,928
2027	15,346
Thereafter	108,298
Total	$ 901,193

v3.23.2

Subsequent Events (Details Narrative)	Jun. 30, 2023 USD ($)
Subsequent Events [Abstract]
Loans Payable	$ 30,000

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