Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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 September 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 November 14, 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


	September 30,			December 31,
	2023			2022
	(unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	3,286		$	142,365
Accounts receivable		8,000			—
Other current assets		5,100			—
Total current assets		16,386			142,365
Non-current assets:
Property and equipment, net		166,897			—
Intangible assets		26,000			—
Total non-current assets		192,897			—
Total assets	$	209,283		$	142,365

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities	$	79,222		$	29,770
Related party payables (Note 8)		10,800			8,100
Current portion of notes payable - related party		65,000			—
Current portion of long-term debt		46,114			—
Total current liabilities		201,136			37,870
Long-term liabilities:
Notes payable - related party, net of current portion		27,644			—
Notes payable, net of current portion		851,940			—
Total long-term liabilities		879,584			—
Total liabilities		1,080,720			37,870
Stockholders' equity (deficit):
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at September 30, 2023 and December 31, 2022		107,847			107,847
Additional paid-in capital		36,427,816			36,240,352
Accumulated deficit		(37,403,764	)		(36,240,368	)
Total stockholders' equity (deficit) before treasury stock		(868,101	)		107,831
Less treasury stock - 6,255 common shares at September 30, 2023 and December 31, 2022 respectively		(3,336	)		(3,336	)
Total stockholders' equity (deficit)		(871,437	)		104,496
Total liabilities and stockholders' equity (deficit)	$	209,283		$	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						Nine months ended
	September 30,						September 30,
	2023			2022			2023			2022
Revenue:
Charter income	$	10,580		$	—		$	23,634		$	—
Cost of sales		20,824			—			40,936			—
Gross profit (loss)		(10,244	)		—			(17,302	)		—

Operating expenses:
General and administrative		93,061			41,989			307,459			58,845
Professional fees		13,828			5,182			56,872			12,743
Total operating expenses		127,713			47,171			405,267			71,588
Loss from operations		(117,133	)		(47,171	)		(381,633	)		(71,588	)

Other income (expense):
Lease income (Note 6)		12,000			—			32,000			—
Interest income		—			—			5			—
Interest expense		(15,594	)		—			(42,759	)		(587	)
Other income		—			—			—			15,000
Loss on asset purchase		—			—			(771,009	)		—
Total other expense		(3,594	)		—			(781,763	)		14,413
Net loss	$	(120,727	)	$	(47,171	)	$	(1,163,396	)	$	(57,175	)

Per common share information - basic and diluted
Weighted average shares outstanding - diluted		107,839,299			107,839,299			107,839,299			107,839,299
Net loss per common share - diluted	$	(0.00	)	$	(0.00	)	$	(0.01	)	$	(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 NINE MONTHS ENDED SEPTEMBER 30, 2023, AND 2022


	Common Shares										Treasury
	Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Shares			Amount			Total Stockholders’ Equity (Deficit)
Balance, June 30, 2022		102,445,554	$	102,447	$	35,888,276		$	(36,098,976	)		(6,255	)	$	(3,336	)	$	(111,589	)
Issuance of common stock		4,800,000		4,800		315,200			—			—			—			320,000
Share issuance cost		—		—		(32,000	)		—			—			—			(32,000	)
Conversion of related party debt to equity		600,000		600		39,400			—			—			—			40,000
Net loss		—		—		—			(47,171	)		—			—			(47,171)
Balance September 30, 2022		107,845,554		107,847		36,210,876			(36,146,147)			(6,255	)		(3,336	)	$	(169,240	)

		Common Shares										Treasury
		Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Shares			Amount			Total Stockholders’ Equity (Deficit)
Balance, June 30, 2023		107,845,554		107,847		36,377,274			(37,283,037	)		(6,255	)		(3,336	)		(801,252	)
Share-based compensation		—		—		50,542			—			—			—			50,542
Net loss		—		—		—			(120,727	)		—			—			(120,727	)
Balance September 30, 2023		107,845,554	$	107,847	$	36,427,816		$	(37,403,764	)		(6,255	)	$	(3,336	)	$	(871,437	)

		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	)
Issuance of common stock		4,800,000		4,800		315,200			—			—			—			320,000
Share issuance cost		—		—		(32,000	)		—			—			—			(32,000	)
Conversion of related party debt to equity		600,000		600		39,400			—			—			—			40,000
Net Loss		—		—		—			(57,175	)		—			—			(57,175	)
Balance September 30, 2022		107,845,554	$	107,847	$	36,210,876		$	(36,146,147	)		(6,255	)	$	(3,336	)	$	(169,240	)

		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	)	$	104,496
Share based compensation		—		—		187,464			—			—			—			187,464
Net Loss		—		—		—			(1,163,396	)		—			—			(1,163,396	)
Balance, September 30, 2023		107,845,554	$	107,847	$	36,427,816		$	(37,403,764	)		(6,255	)	$	(3,336	)	$	(871,437	)

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

ARVANA INC.

STATEMENTS OF CASH FLOWS

NINE MONTHS ENDED SEPTEMBER 30, 2023, AND 2022

(Unaudited)


	Nine months ended
	September 30,
	2023			2022
Cash flows from operating activities
Net loss	$	(1,163,396	)		(57,175	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		17,552			—
Share-based compensation		187,464			—
Loss on asset purchase		771,009			—
Increase (decrease) in:
Current assets		(8,000	)		—
Accounts payable and accrued liabilities		44,542			(14,582	)
Related party payables		2,056			9,931
Net cash used in operating activities		(148,773	)		(61,826	)

Cash flows from investing activities:
Cash paid for fixed assets		(5,743	)		—
Cash paid for asset acquisition		(50,000	)		—
Cash acquired from asset acquisition		4,089			—
Net cash used in investing activities		(51,654	)		—

Cash flows from financing activities:
Proceeds from loans payable		70,766			35,224
Issuance of common stock		—			320,000
Issuance cost		—			(32,000	)
Payments on loans payable		(9,418	)		(50,724	)
Net cash provided by financing activities		61,348			272,500

Net increase (decrease) in cash		(139,079	)		210,674
Cash and cash equivalents, beginning of year		142,365			3,340
Cash and cash equivalents, end of period	$	3,286			214,014

Supplemental disclosures of cash flow information:
Cash paid for interest	$	22,318			—
Non-cash investing and financing activities
Related party payable reduced through issuance of shares					40,000
Note payable issued for asset acquisition (Note 3)		700,000			—
Liabilities assume 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

September 30, 2023

(Unaudited)

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 March 31, 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 three and nine-month periods ended September 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 March 31, 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.

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

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 September 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.

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

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 September 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.

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

Note 2 – Going Concern

For the nine month period ended September 30, 2023, the Company recognized a net loss of $1,163,396 and $120,727 for the three month period ended September 30, 2023 and had an accumulated deficit of $37,403,764. The Company had a working capital deficit of $184,750 as of September 30, 2023. As of September 30, 2023, the Company’s has negative cash flows from operations, has recognized a net loss over the current three and nine-month periods, 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 September 30, 2023, indicate a net loss of $1,163,396.

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 September 30, 2023, the Company recorded an impairment loss of $771,009 on the excess amount. Assets acquired are as follows:

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

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.

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

Note 4 – Property and Equipment

Property and equipment consist of the following:

Schedule of property plant and equipment
	September 30, 2023 (Unaudited)			December 31, 2022
Marine Equipment	$	178,777		$	—
Furniture and fixtures		5,672			—
Total		184,449			—
Less – accumulated depreciation		(17,552	)		—
Property and equipment, net	$	166,897		$	—

Depreciation expense was $17,552 and none for the nine months ended September 30, 2023, and 2022 and $5,851 and none for the three months ended September 30, 2023, and 2022. Depreciation expense is included in Cost of Sales on the Consolidated Statements of Operations.

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 September 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 nine months ended September 30, 2023, is $32,000 and $12,000 for the three months ended September 30, 2023.

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

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

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

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.

The Company has authorized 500,000,000 shares of common stock. Total issued and outstanding shares were 107,845,554 and 107,839,299 as of September 30, 2023, and December 31, 2022, respectively.

Stockholders approved a forward stock split of the Company’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 these financial statements.

During the year ended December 31, 2022, the Company issued 4,800,000 shares at a price of $0.07 per share for total proceeds of $320,000.

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 nine months ended September 30, 2023.

Note 8 - Related Party Transactions and Loans Payable to Stockholders

During the nine-months ended September 30, 2023, and September 30, 2022, the Company incurred advisory fees to a company controlled by its chief executive officer of $0 and $18,731.

The Company has an employment agreement with its chief executive officer for $120,000 per year plus stock options over the term. At September 30, 2023 and December 31, 2022, accrued payroll of $10,000 and $7,500 respectively are included in related party payables.

At September 30, 2023 and December 31, 2022, the Company accrued $800 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 nine-month periods ended September 30, 2023 and year ended December 31, 2022, the Company recorded stock-based compensation of $50,542, $136,922 and $11,795 respectively, from the grant of stock options to its chief executive officer and board members.

The Company has non-interest-bearing notes payable to related party totaling $65,000 due at various dates between May 30, 2024, and September 20, 2024.

The Company also has a non-interest bearing note payable to a related party of $27,644 due November 9, 2024.

The Company has an amount due to a related party for running charters for Down2Fish totaling $3,000 as of September 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 nine-month period ended September 30, 2023, there have been no changes in the number of options outstanding. Total share-based expense is $50,542 and $187,464 for the three and nine-months periods ended September 30, 2023, respectively. The remaining share-based expense of $472,713 will be recognized as follows:


Year
Remainder 2023	$	62,489
2024		239,421
2025		156,902
2026		7,582
2027		6,319
Total	$	472,713

ARVANA INC.

CONDENSED NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2023

(Unaudited)

Note 10 – Notes Payable

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

Schedule of notes payable
	September 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.	$	136,045		$	—
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.		23,509			—
Note payable to seller, interest at 7.25%, due February 3, 2025, secured by membership interest in Down2Fish LLC		700,000			—
Note payable to third parties, bear no interest, with various maturities		38,500			—
Total notes payable		898,054			—
Less – current portion		(46,114	)		—
Total long-term portion	$	851,940		$	—

Principal maturities of notes payable are as follows:

Schedule of principal maturities of notes payable
Year	Amount
Remainder of 2023	$	0
2024	$	46,114
2025		710,857
2026		11,655
2027		12,512
2028		8,304
Thereafter		108,612
	$	898,054

Note 11 - Subsequent Events

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

The Company received loans from its controlling stockholder in the aggregate amount of $22,135.

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 nine months ended September 30, 2023, and September 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 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 and can be affected by the effects of climate change including an increase in hurricane events.

Results of Operations

During the three and nine-month period ended September 30, 2023, Arvana acquired Down2Fish, effected a forward-split of its common stock and operated its business.

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

	Three Months Ended September 30						Nine Months Ended September 30
	2023			2022			2023			2022
Revenue	$	10,580		$	—		$	23,634		$	—

Operating expenses		(127,713	)		(47,171	)		(405,267	)		71,588
Loss from Operations		(117,133	)		(47,171	)		(381,633	)		(71,588	)

Other Income (Expense)		(3,594	)		—			(781,763	)		14,413
Net Losses	$	(120,727	)	$	(47,171	)	$	(1,163,396	)	$	(57,175	)

Loss from Operations

Revenue

Revenue for the three and nine-month periods ended September 30, 2023, was $10,580, and $23,634 respectively as compared to revenue of $0 for the three and nine-month periods ended September 30, 2022. Revenue is comprised of fishing charter services.

Fishing charter services were hampered in the current three-month period by the onset of hurricane season with Hurricane Idalia, equipment repair and fewer bookings despite the limited extension of the red-snapper season. We expect revenue to taper off in the final quarter of 2023, as the charter fishing season comes to an end.

Operating Expenses

Operating expenses for the three-month period ended September 30, 2023, increased to $127,713, as compared to $47,171 for the three-month period ended September 30, 2022, an increase of 171%. Operating expenses for the nine-month period ended September 30, 2023, increased to $405,267, as compared to $71,588 for the nine-month period ended September 30, 2022, an increase of 466%. The increase in operating expenses over the three and nine-month comparative periods ended September 30, is attributed to charter expenses, and increases in general and administrative expenses, and professional fees.

We expect operating expenses to remain relatively consistent in the near term.

Other Expense/Income

Other expense for the three-month period ended September 30, 2023, was $3,594, as compared to other expense of $0 for the three-month period ended September 30, 2022. Other expense for the nine-month period ended September 30, 2023, was $781,763, as compared to other income of $14,413 for the nine-month period ended September 30, 2022. Lease income for the use of our charter boats in the three and nine-month periods ended September 30, 2023, was offset by interest expense, depreciation and the loss realized on the acquisition of the assets and the assumption of liabilities related to Down2Fish.

Other expense is likely to decrease over the next twelve months as losses attributed to the acquisition of Down2Fish are recorded and interest on outstanding loans is offset by fishing boat lease income.

Net Loss

Net loss for the three-month period ended September 30, 2023, was $120,727 as compared to a net loss of $47,171 for the three-months ended September 30, 2022, an increase of 156%. Net loss for the nine-month period ended September 30, 2023, was $1,163,396, as compared to a net loss of $57,175, for the nine-month period ended September 30, 2022, an increase of 1,935%. The increase in net loss over the three and nine-month comparative periods ended September 30, can be primarily attributed to a loss of $771,009 recognized on the acquisition of Down2Fish.

We expect net losses 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 nine-month periods ended September 30, 2023, and September 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 $16,386 as of September 30, 2023, that consisted of cash and a bond, with a working capital deficit of $184,750. Total assets as of September 30, 2023, amounted to $209,283 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 $871,437 as of September 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 nine-month period ended September 30, 2023, was $148,773 as compared to net cash used in operating activities of $61,826 for the nine-month period ended September 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, share-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 current assets, 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 nine-month period ended September 30, 2023, was $51,654 as compared to net cash used in investing activities of $0 for the nine-month period ended September 30, 2022. Net cash used in investing activities in the current nine-month period ended September 30, is attributed to the purchase of fixed assets for the charter boats, the payment against the purchase of Down2Fish, offset by cash acquired as the result of that 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 nine-month period ended September 30, 2023, was $61,348 as compared to net cash provided by financing activities of $272,500 for the nine-month period ended September 30, 2022. Net cash provided by financing activities in the nine-month period ended September 30, 2023, is attributed to proceeds from loans payable offset by payments on loans payable. Net cash provided by financing activities in the nine-month period ended September 30, 2022, is attributed to the proceeds of loans payable and the issuance of common stock offset by issuances costs and payments against 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 September 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 $22,135. 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 September 30, 2023.

Arvana had no commitments for future capital expenditures at September 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 Arvana’s management, with the participation of the chief executive officer and the acting chief financial officer, of the effectiveness of Arvana’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 September 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, Arvana’s management concluded, as of the end of the period covered by this report, that Arvana’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 September 30, 2023, that materially affected, or are reasonably likely to materially affect, Arvana’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 September 30, 2023, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended, of Arvana has 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:	November 14, 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: November 14, 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 September 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: November 14, 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.

Cover - shares	9 Months Ended
Cover - shares	Sep. 30, 2023	Nov. 14, 2023
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Sep. 30, 2023
Document Fiscal Period Focus	Q3
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

Consolidated Balance Sheets (Unaudited) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 3,286	$ 142,365
Accounts receivable	8,000
Other current assets	5,100	0
Total current assets	16,386	142,365
Non-current assets:
Property and equipment, net	166,897	0
Intangible assets	26,000	0
Total non-current assets	192,897	0
Total assets	209,283	142,365
Current liabilities:
Accounts payable and accrued liabilities	79,222	29,770
Related party payables (Note 8)	10,800	8,100
Current portion of notes payable - related party	65,000
Current portion of long-term debt	46,114	0
Total current liabilities	201,136	37,870
Long-term liabilities:
Notes payable - related party, net of current portion	27,644
Notes payable, net of current portion	851,940	0
Total long-term liabilities	879,584	0
Total liabilities	1,080,720	37,870
Stockholders' equity (deficit):
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at September 30, 2023 and December 31, 2022	107,847	107,847
Additional paid-in capital	36,427,816	36,240,352
Accumulated deficit	(37,403,764)	(36,240,368)
Total stockholders' equity (deficit) before treasury stock	(868,101)	107,831
Less treasury stock - 6,255 common shares at September 30, 2023 and December 31, 2022 respectively	(3,336)	(3,336)
Total stockholders' equity (deficit)	(871,437)	104,496
Total liabilities and stockholders' equity (deficit)	$ 209,283	$ 142,365

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Sep. 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	107,845,554	107,839,299
Treasury Stock, Common, Shares	6,255

Consolidated Statements of Operation (Unaudited) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Revenue:
Charter income	$ 10,580		$ 23,634
Cost of sales	20,824		40,936
Gross profit (loss)	(10,244)		(17,302)
Operating expenses:
General and administrative	93,061	41,989	307,459	58,845
Professional fees	13,828	5,182	56,872	12,743
Total operating expenses	127,713	47,171	405,267	71,588
Loss from operations	(117,133)	(47,171)	(381,633)	(71,588)
Other income (expense):
Lease income (Note 6)	12,000		32,000
Interest income	0	0	5	0
Interest expense	(15,594)		(42,759)	(587)
Other income				15,000
Loss on asset purchase			(771,009)
Total other expense	(3,594)		(781,763)	14,413
Net loss	$ (120,727)	$ (47,171)	$ (1,163,396)	$ (57,175)
Per common share information - basic and diluted
Weighted average shares outstanding - diluted	107,839,299	107,839,299	107,839,299	107,839,299
Net loss per common share - diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)

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 Sep. 30, 2022	$ 107,847	36,210,876	(36,146,147)	$ (3,336)	(169,240)
Shares, Outstanding at Dec. 31, 2021	(102,445,554)			(6,255)
Issuance of common stock	$ 4,800	315,200			320,000
Share issuance cost		(32,000)			(32,000)
Conversion of related party debt to equity	600	39,400			40,000
Net Loss			(57,175)		(57,175)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	107,845,554			6,255
Shares, Outstanding at Sep. 30, 2022	(107,845,554)			(6,255)
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 Dec. 31, 2022	$ 107,847	36,240,352	(36,240,368)	$ (3,336)	104,496
Shares, Outstanding at Dec. 31, 2021	(102,445,554)			(6,255)
Issuance of common stock					320,000
Share issuance cost					32,237
Shares, Outstanding, Ending Balance at Dec. 31, 2022	107,845,554			6,255
Shares, Outstanding at Dec. 31, 2022	(107,845,554)			(6,255)
Beginning balance, value at Jun. 30, 2022	$ 102,447	35,888,276	(36,098,976)	$ (3,336)	(111,589)
Shares, Outstanding, Beginning Balance at Jun. 30, 2022	102,445,554			6,255
Ending balance, value at Sep. 30, 2022	$ 107,847	36,210,876	(36,146,147)	$ (3,336)	(169,240)
Shares, Outstanding at Jun. 30, 2022	(102,445,554)			(6,255)
Issuance of common stock	$ 4,800	315,200			320,000
Share issuance cost		(32,000)			(32,000)
Conversion of related party debt to equity	600	39,400			40,000
Net Loss			(47,171)		(47,171)
Shares, Outstanding, Ending Balance at Sep. 30, 2022	107,845,554			6,255
Shares, Outstanding at Sep. 30, 2022	(107,845,554)			(6,255)
Beginning balance, value at Dec. 31, 2022	$ 107,847	36,240,352	(36,240,368)	$ (3,336)	104,496
Shares, Outstanding, Beginning Balance at Dec. 31, 2022	107,845,554			6,255
Ending balance, value at Sep. 30, 2023	$ 107,847	36,427,816	(37,403,764)	$ (3,336)	(871,437)
Share based compensation		187,464			187,464
Shares, Outstanding at Dec. 31, 2022	(107,845,554)			(6,255)
Issuance of common stock
Share issuance cost
Net Loss			(1,163,396)		(1,163,396)
Shares, Outstanding, Ending Balance at Sep. 30, 2023	107,845,554			6,255
Shares, Outstanding at Sep. 30, 2023	(107,845,554)			(6,255)
Beginning balance, value at Jun. 30, 2023	$ 107,847	36,377,274	(37,283,037)	$ (3,336)	(801,252)
Shares, Outstanding, Beginning Balance at Jun. 30, 2023	107,845,554			6,255
Ending balance, value at Sep. 30, 2023	$ 107,847	36,427,816	(37,403,764)	$ (3,336)	(871,437)
Share based compensation		50,542			50,542
Shares, Outstanding at Jun. 30, 2023	(107,845,554)			(6,255)
Net Loss			$ (120,727)		$ (120,727)
Shares, Outstanding, Ending Balance at Sep. 30, 2023	107,845,554			6,255
Shares, Outstanding at Sep. 30, 2023	(107,845,554)			(6,255)

Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - shares	3 Months Ended	9 Months Ended
	Sep. 30, 2022	Sep. 30, 2022
Statement of Stockholders' Equity [Abstract]
[custom:IssuanceOfCommonStock]	4,800,000	4,800,000
[custom:ConversionOfRelatedPartyDebtToEquityShares]	600,000	600,000

Statement of Cash Flows (Unaudited) - USD ($)	3 Months Ended		9 Months Ended		12 Months Ended
Statement of Cash Flows (Unaudited) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Cash flows from operating activities
Net loss	$ (120,727)	$ (47,171)	$ (1,163,396)	$ (57,175)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	5,851		17,552
Share-based compensation			187,464	0
Loss on asset purchase			771,009
Increase (decrease) in:
Current assets			(8,000)
Accounts payable and accrued liabilities			44,542	(14,582)
Related party payables			2,056	9,931
Net cash used in operating activities			(148,773)	(61,826)
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			(51,654)
Cash flows from financing activities:
Proceeds from loans payable			70,766	35,224
Issuance of common stock		320,000		320,000	$ 320,000
Issuance cost		(32,000)		(32,000)	32,237
Payments on loans payable			(9,418)	(50,724)
Net cash provided by financing activities			61,348	272,500
Net increase (decrease) in cash			(139,079)	210,674
Cash and cash equivalents, beginning of year			142,365	3,340	3,340
Cash and cash equivalents, end of period	$ 3,286	$ 214,014	3,286	214,014	$ 142,365
Supplemental disclosures of cash flow information:
Cash paid for interest			22,318	0
Non-cash investing and financing activities
Related party payable reduced through issuance of shares				40,000
Note payable issued for asset acquisition (Note 3)			700,000	0
Liabilities assume in asset acquisition			$ 234,904

Organization and Summary of Significant Accounting Policies

9 Months Ended

Sep. 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

Basis of Presentation

Use of Estimates

Stock split

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.

Concentration of Credit Risk

Income taxes

Stock-based compensation

Earnings (Loss) Per Share

Recent Accounting Pronouncements

Recently Issued Accounting Pronouncements Adopted by the Company

Going Concern

9 Months Ended

Sep. 30, 2023

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Going Concern

Note 2 – Going Concern

Asset Acquisition

9 Months Ended

Sep. 30, 2023

Business Combination and Asset Acquisition [Abstract]

Asset Acquisition

Note 3 – Asset Acquisition

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

9 Months Ended

Sep. 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
	September 30, 2023 (Unaudited)			December 31, 2022
Marine Equipment	$	178,777		$	—
Furniture and fixtures		5,672			—
Total		184,449			—
Less – accumulated depreciation		(17,552	)		—
Property and equipment, net	$	166,897		$	—

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

Intangible Assets

9 Months Ended

Sep. 30, 2023

Goodwill and Intangible Assets Disclosure [Abstract]

Intangible Assets

Note 5 – Intangible Assets

Leases

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Leases

Note 6 – Leases

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 nine months ended September 30, 2023, is $32,000 and $12,000 for the three months ended September 30, 2023.

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

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

Common Stock

9 Months Ended

Sep. 30, 2023

Equity [Abstract]

Common Stock

Note 7 – Common Stock

The Company has authorized 500,000,000 shares of common stock. Total issued and outstanding shares were 107,845,554 and 107,839,299 as of September 30, 2023, and December 31, 2022, respectively.

During the year ended December 31, 2022, the Company issued 4,800,000 shares at a price of $0.07 per share for total proceeds of $320,000.

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 nine months ended September 30, 2023.

Related Party Transactions and Loans Payable to Stockholders

9 Months Ended

Sep. 30, 2023

Note 8 - Related Party Transactions and Loans Payable to Stockholders

During the nine-months ended September 30, 2023, and September 30, 2022, the Company incurred advisory fees to a company controlled by its chief executive officer of $0 and $18,731.

At September 30, 2023 and December 31, 2022, the Company accrued $800 and $600 respectively to board members for services rendered. This amount is included in related party payables.

The Company has non-interest-bearing notes payable to related party totaling $65,000 due at various dates between May 30, 2024, and September 20, 2024.

The Company also has a non-interest bearing note payable to a related party of $27,644 due November 9, 2024.

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

Stock Options

9 Months Ended

Sep. 30, 2023

Stock Options

Stock Options

Note 9 – Stock Options


Year
Remainder 2023	$	62,489
2024		239,421
2025		156,902
2026		7,582
2027		6,319
Total	$	472,713

Notes Payable

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Notes Payable

Note 10 – Notes Payable

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

Schedule of notes payable
	September 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.	$	136,045		$	—
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.		23,509			—
Note payable to seller, interest at 7.25%, due February 3, 2025, secured by membership interest in Down2Fish LLC		700,000			—
Note payable to third parties, bear no interest, with various maturities		38,500			—
Total notes payable		898,054			—
Less – current portion		(46,114	)		—
Total long-term portion	$	851,940		$	—

Principal maturities of notes payable are as follows:

Schedule of principal maturities of notes payable
Year	Amount
Remainder of 2023	$	0
2024	$	46,114
2025		710,857
2026		11,655
2027		12,512
2028		8,304
Thereafter		108,612
	$	898,054

Subsequent Events

9 Months Ended

Sep. 30, 2023

Subsequent Events [Abstract]

Subsequent Events

Note 11 - Subsequent Events

The Company received loans from its controlling stockholder in the aggregate amount of $22,135.

Organization and Summary of Significant Accounting Policies (Policies)	9 Months Ended
	Sep. 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 March 31, 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 three and nine-month periods ended September 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 March 31, 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 September 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 September 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.

Asset Acquisition (Tables)

9 Months Ended

Sep. 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

Property and Equipment (Tables)

9 Months Ended

Sep. 30, 2023

Property, Plant and Equipment [Abstract]

Schedule of property plant and equipment

Schedule of property plant and equipment
	September 30, 2023 (Unaudited)			December 31, 2022
Marine Equipment	$	178,777		$	—
Furniture and fixtures		5,672			—
Total		184,449			—
Less – accumulated depreciation		(17,552	)		—
Property and equipment, net	$	166,897		$	—

Leases (Tables)

9 Months Ended

Sep. 30, 2023

Leases [Abstract]

Schedule of lease payments

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

Notes Payable (Tables)

9 Months Ended

Sep. 30, 2023

Debt Disclosure [Abstract]

Schedule of notes payable

Schedule of notes payable
	September 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.	$	136,045		$	—
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.		23,509			—
Note payable to seller, interest at 7.25%, due February 3, 2025, secured by membership interest in Down2Fish LLC		700,000			—
Note payable to third parties, bear no interest, with various maturities		38,500			—
Total notes payable		898,054			—
Less – current portion		(46,114	)		—
Total long-term portion	$	851,940		$	—

Schedule of principal maturities of notes payable

Schedule of principal maturities of notes payable
Year	Amount
Remainder of 2023	$	0
2024	$	46,114
2025		710,857
2026		11,655
2027		12,512
2028		8,304
Thereafter		108,612
	$	898,054

Organization and Summary of Significant Accounting Policies (Details Narrative)	9 Months Ended
	Sep. 30, 2023 shares
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,950,000

Going Concern (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Going Concern (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ 120,727	$ 47,171	$ 1,163,396	$ 57,175
Retained Earnings (Accumulated Deficit)	37,403,764		37,403,764		$ 36,240,368
Working capital	$ 184,750		$ 184,750

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

Asset Acquisition (Details Narrative) - USD ($)			3 Months Ended		9 Months Ended
Asset Acquisition (Details Narrative) - USD ($)	Feb. 03, 2023	Feb. 03, 2023	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 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]					$ 1,163,396
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 771,009	$ 771,009

Property and Equipment (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 184,449	$ 0
Less accumulated depreciation	(17,552)	0
Property and equipment, net	166,897	0
Marine Services Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	178,777	0
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,672	$ 0

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended
Property and Equipment (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022
Property, Plant and Equipment [Abstract]
Depreciation	$ 5,851	$ 17,552

Intangible Assets (Details Narrative)	9 Months Ended
Intangible Assets (Details Narrative)	Sep. 30, 2022 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Asset Impairment Charges	$ 0

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

Leases (Details Narrative) - USD ($)	3 Months Ended		9 Months Ended
Leases (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022
Leases [Abstract]
Sale Leaseback Transaction, Monthly Rental Payments			$ 4,000
Lease Income	$ 12,000		$ 32,000

Common Stock (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
Common Stock (Details Narrative) - USD ($)	Sep. 30, 2022	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Stock Issued During Period, Shares, Restricted Stock Award, Gross				4,800,000
Shares Issued, Price Per Share				$ 0.07
Restricted common stock total proceeds				$ 320,000
Incurred share issuance costs	$ (32,000)		$ (32,000)	$ 32,237
Common Stock, Shares Authorized		500,000,000
Common Stock, Shares, Outstanding		107,845,554		107,839,299
[custom:IssuanceOfCommonStock]	4,800,000		4,800,000
Proceeds from Issuance of Common Stock	$ 320,000		$ 320,000	$ 320,000
Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Shares, Issued				600,000
Share Price				$ 0.07
Accounts Payable				$ 40,000

Related Party Transactions and Loans Payable to Stockholders (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended		12 Months Ended
	Sep. 30, 2023	Sep. 30, 2023	Sep. 30, 2022	Dec. 31, 2022
Related Party Transaction [Line Items]
[custom:AccruedPayrollIncludedInAmountsDueToRelatedParties-0]	$ 10,000	$ 10,000		$ 7,500
Accrued Liabilities and Other Liabilities	800	800		600
Share-Based Payment Arrangement, Expense	50,542	187,464
Notes Payable	898,054	898,054		$ 0
Down 2 Fish [Member]
Related Party Transaction [Line Items]
Notes Payable	3,000	$ 3,000
Debt Instrument, Maturity Date		Sep. 30, 2023
Due At Various Dates [Member]
Related Party Transaction [Line Items]
Notes Payable	65,000	$ 65,000
Due November 92024 [Member]
Related Party Transaction [Line Items]
Notes Payable	27,644	$ 27,644
Debt Instrument, Maturity Date		Nov. 09, 2024
Chief Executive Officer [Member]
Related Party Transaction [Line Items]
Consulting fees		$ 0	$ 18,731
Stock Issued During Period, Shares, New Issues				600,000
Stock Issued During Period, Value, New Issues				$ 40,000
Share-Based Payment Arrangement, Expense	$ 50,542	$ 136,922		11,795
Chief Executive Officer [Member] \| Employment Agreement [Member]
Related Party Transaction [Line Items]
Increase (Decrease) in Notes Payable, Related Parties, Current				120,000
Officer [Member]
Related Party Transaction [Line Items]
Accounts Payable				$ 40,000

Stock Options (Details Narrative) - USD ($)	3 Months Ended	9 Months Ended	12 Months Ended
Stock Options (Details Narrative) - USD ($)	Sep. 30, 2023	Sep. 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	$ 50,542	$ 187,464
[custom:AllocatedShareBasedCompensationExpenseRemaining]		$ 472,713
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	62,489
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

Notes Payable (Details) - USD ($)	9 Months Ended
Notes Payable (Details) - USD ($)	Sep. 30, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Total notes payable	$ 898,054	$ 0
Less - current portion	(46,114)
Total long-term portion	$ 851,940	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	$ 136,045	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	$ 23,509	0
Notes Payable To Seller [Member]
Debt Instrument [Line Items]
Debt Instrument, Interest Rate During Period	7.25%
Debt Instrument, Maturity Date	Feb. 03, 2025
Total notes payable	$ 700,000	0
Notes Payable To Third Party [Member]
Debt Instrument [Line Items]
Total notes payable	$ 38,500	$ 0

Notes Payable (Details 1)	Sep. 30, 2023 USD ($)
Debt Disclosure [Abstract]
Long-Term Debt, Maturity, Remainder of Fiscal Year	$ 0
2023	46,114
2024	710,857
2025	11,655
2026	12,512
2027	8,304
Thereafter	108,612
Total	$ 898,054