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 MARCH 31, 2024.

 

☐ 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 May 9, 2024, was 107,839,299.

.

TABLE OF CONTENTS

	PAGE
PART I FINANCIAL INFORMATION
Item 1. Financial Statements	3
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	15
Item 3. Quantitative and Qualitative Disclosure About Market Risk	21
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 Down 2 Fish Charters, LLC., a wholly owned subsidiary of Arvana. In the opinion of management, the accompanying unaudited condensed consolidated 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

 

		March 31,				December 31,
		2024				2023
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	134,038			$	22,071
Other current assets			5,100				5,100
Total current assets			139,138				27,171
Non-current assets:
Property and equipment, net			156,666				163,378
Intangible assets			26,000				26,000
Total non-current assets			182,666				189,378
Total assets		$	321,804			$	216,549
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities		$	108,744			$	100,849
Related party payables (Note 8)			30,800				46,200
Current portion of notes payable - related party			300,000				112,000
Current portion of notes payable			784,226				79,438
Total current liabilities			1,223,770				338,487
Long-term liabilities:
Notes payable, net of current portion			129,741				840,188
Total long-term liabilities			129,741				840,188
Total liabilities			1,353,511				1,178,675
Stockholders' (deficit):
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at March 31, 2024 and December 31, 2023			107,847				107,847
Additional paid-in capital			36,550,160				36,490,304
Accumulated deficit			(37,686,378	)			(37,556,941	)
Total stockholders' (deficit) before treasury stock			(1,028,371	)			(958,790	)
Less treasury stock - 6,255 common shares at March 31, 2024 and December 31, 2023 respectively			(3,336	)			(3,336	)
Total stockholders' (deficit)			(1,031,707	)			(962,126	)
Total liabilities and stockholders' (deficit)		$	321,804			$	216,549

  

 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
		March 31,
		2024				2023
Operating expenses:
General and administrative		$	106,867			$	112,440
Professional fees			11,461				36,463
Total operating expenses			118,328				148,903
Loss from operations			(118,328	)			(148,903	)
Other income (expense):
Lease income			12,000				8,000
Depreciation			(6,711	)			(5,850	)
Interest income			18				4
Interest expense			(16,416	)			(10,642	)
Loss on asset purchase			—				(771,009	)
Total other expense			(11,109	)			(779,497	)
Net loss		$	(129,437	)		$	(928,400	)
Per common share information – basic and diluted
Weighted average shares outstanding – basic			107,845,554				107,845,554
Net loss per common share – basic and diluted		$	(0.00	)		$	(0.00	)
Weighted average shares outstanding – diluted			107,845,554				107,845,554

  

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

 

 

ARVANA INC.

STATEMENTS OF STOCKHOLDERS DeficiT (unaudited)

Periods ended March 31, 2024 and 2023

 

																											’
		Common Shares																	Treasury
		Shares				Amount					Additional Paid-in Capital				Accumulated Deficit				Shares				Amount				Total Stockholders’ Equity (Deficiency)
Balance December 31, 2022			102,845,554			$	107,847				$	36,240,352			$	(36,240,368	)			(6,255	)		$	(3,336	)		$	104,495
Share based compensation			—				—					74,434				—				—				—				74,434
Net loss			—				—					—				(928,400	)			—				—				(928,400	)
Balance March 31, 2023			107,845,554				107,847					36,314,786				(37,168,768	)			(6,255	)			(3,336	)			(749,471	)
Balance December 31, 2023			107,845,554				107,847					36,490,304				(37,556,941	)			(6,225	)			(3,336	)			(962,126	)
Share based compensation			—				—					59,856				—				—				—				59,856
Net loss			—				—					—				(1,316,573	)			—				—				(129,437	)
Balance March 31, 2024			107,845,554			$	107,847				$	36,550,160			$	(37,686,378	)			(6,255	)		$	(3,336	)		$	(1,031,707	)

 

   

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

 

 

ARVANA INC.

STATEMENTS OF CASH FLOWS

Three Months Ended March 31, 2024, and 2023

(unaudited)

 

		Three months ended March 31,
		2024				2023
Cash flows from operating activities:
Net loss		$	(129,437	)		$	(928,400	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense			6712				5,850
Share-based compensation			59,856				74,434
Loss on asset purchase			—				771,009
Increase (decrease) in:
Accounts payable and accrued liabilities			7,895				18,792
Deferred revenue			—				4,000
Net cash used in operating activities			(54,974	)			(54,315	)
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 of loans payable			3,000				(777	)
Payments on loans payable			(8,659	)			—
Related party payables			(15,400	)			10,200
Proceeds from related party note payable			320,000				—
Payments of related party note payable			(132,000	)			—
Net cash provided by financing activities			166,941				9,423
Net increase (decrease) in cash			111,967				(90,803	)
Cash and cash equivalents, beginning of year			22,071				142,365
Cash and cash equivalents, end of year		$	134,038			$	51,562
Supplemental disclosures of cash flow information:
Cash paid for interest		$	2,196			$	2,856
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 FINANCIAL STATEMENTS

March 31, 2024

 

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 December 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023 (D2F). D2F was organized under the laws of the State of Florida on April 1, 2019.

D2F 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. D2F generates its revenue from the sale and provision of fishing charter services.

Basis of Presentation

The Company’s fiscal year end is December 31. The accompanying consolidated financial statements of the Company for the three-month periods ended March 31, 2024, and 2023, 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-K. 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, 2023, as filed with the Securities and Exchange Commission (“Commission”) on April 5, 2024. 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.

8

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

 

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 March 31, 2024 and December 31, 2023 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 FINANCIAL STATEMENTS

March 31, 2024

 

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 at March 31, 2024, and 7,950,000 at March 31, 2023, 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 FINANCIAL STATEMENTS

March 31, 2024

 

Note 2 – Going Concern

For the period ended March 31, 2024, and March 31, 2023, the Company recognized a net loss of $129,437 and $928,400 respectively. The Company had a working capital deficit of $1,084,632 and an accumulated deficit of $37,686,378 as of March 31, 2024. The Company has incurred significant losses since inception. 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 Down 2 Fish 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 March 31, 2024, indicate a net loss of $1,446,010.

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 March 31, 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.

11

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

 

Note 4 – Property and Equipment

Property and equipment consist of the following:

Schedule of property plant and equipment
		March 31, 2024 (Unaudited)				December 31, 2023
Marine Equipment		$	181,675			$	181,675
Furniture and fixtures			5,672				5,672
Total			187,347				187,347
Less – accumulated depreciation			30,681				23,969
Property and equipment, net		$	156,666			$	163,378

Depreciation expense was $6,712 and $5,850 for the three-month periods ended March 31, 2024, and 2023. Depreciation expense is included in Other Income 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 March 31, 2024, and 2023, 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 three-months ended March 31, 2024, was $12,000, and $8,000 for the three months ended March 31, 2023.

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

Schedule of lease payments
Year			Lease amount
Remainder of 2024			$	36,000
2025				48,000
Total			$	84,000

 

12

 

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

 

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 March 31, 2024, and December 31, 2023, respectively.

No common stock was issued during the three months ended March 31, 2024. 

No common stock was issued during the three months ended March 31, 2023.

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.

Note 8 - Related Party Transactions and Loans Payable to Stockholders

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 March 31, 2024 and December 31, 2023, accrued payroll of $30,000 and $30,000 respectively are included in related party payables.

At March 31, 2024 and December 31, 2023, the Company accrued $400 and $400 respectively to board members for services rendered. This amount is included in related party payables.

At March 31, 2024, and December 31, 2023, the Company owed $0 and $15,000 respectively to a company controlled by a related party for website creation, development and hosting services.

During the three-month period ended March 31, 2023 and year ended December 31, 2022, the Company recorded stock-based compensation of $17,692 and $11,795 respectively, from the grant of stock options to its chief executive officer and board members.

During the three-month period ended March 31, 2024, the Company satisfied non-interest-bearing notes payable to related parties that totaled $132,000 that were due at various dates between May 30, 2024, and January 15, 2025.

During the three-month period ended March 31, 2024, the Company issued a non-interest-bearing note payable to a related party that totaled $20,000, that is due on January 15, 2025.

During the three-month period ended March 31, 2024, the Company issued an interest-bearing note payable to a related party totaling $300,000 that is due on February 22, 2025.

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 three-month period ended March 31, 2024, there have been no changes in the number of options outstanding. Total share-based expense is $59,855 and $74,434 for the three-month periods ended March 31, 2024 and 2023, respectively. The remaining share-based expense of $350,369 will be recognized as follows:

Year
Remainder of 2024				179,566
2025				156,902
2026				7,582
2027				6,319
Total			$	350,369

 

13

 

 

ARVANA INC.

CONDENSED NOTES TO UNAUDITED FINANCIAL STATEMENTS

March 31, 2024

 

Note 10 – Notes Payable

Notes payable are as follows at March 31, 2024 and December 31, 2023:

Schedule of notes payable
		March 31, 2024				December 31, 2023
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.		$	123,844			$	130,212
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.			17,979				20,270
Note payable to seller, interest at 7.25%, due February 3, 2024, secured by membership interest in Down 2 Fish LLC			700,000				700,000
Note payable to third parties, bear no interest, and are due September 30, 2025.			72,144				69,144
Total notes payable			913,967				919,626
Less – current portion			(784,226	)			(79,438	)
Total long-term portion		$	129,741			$	840,188

Principal maturities of notes payable are as follows:

Schedule of principal maturities of notes payable
Year			Amount
Remainder of 2024			$	81,236
2025				715,971
2026				13,090
2027				7,678
2028				8,213
Thereafter				87,789
			$	913,967

Note 11 - Subsequent Events

The Company evaluated its March 31, 2024, financial statements for subsequent events through the date the financial statements were available to be issued.

On April 4, 2024, the Company, and the holder of the note payable to seller in connection with the purchase of the D2F paid the annual interest payment due to seller.

On April 25, 2024, the Company issued a note payable to a related party in the amount of $50,000. The note bears interest at 5% and is due on April 23, 2025.

  

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

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 Down 2 Fish Charters, LLC., a wholly owned subsidiary of Arvana.

FORWARD LOOKING STATEMENTS

The information in this Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties, including our capital needs, business plans and expectations. Forward-looking statements also involve risks and uncertainties regarding our business, capital, government regulations, stock price, operating costs, capital costs, and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. You can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms, or other comparable terminology. Forward-looking statements are based on assumptions and analyses made by management considering their experience and perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual events or results may differ materially. We disclaim any obligation to publicly update forward-looking statements or disclose any difference between actual results and those reflected in these statements. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.

Our fiscal year end is December 31. All information presented herein is based on the three months ended March 31, 2024, and March 31, 2023.

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 on an annual basis.

Stockholders approved a forward stock split of our 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 operates its fishing charter business it has continued to seek business opportunities in real estate development. On December 12, 2023, Arvana announced a non-binding memorandum of understanding to acquire a Nevada based company intent on expanding its specialty use concept to acquire and repurpose vacant shopping malls, outlet locations and big box stores to attract new tenants from targeted industries that offer goods or services that are not available online. The parties are yet to enter into a definitive agreement.

Plan of Operation

Arvana’s plan of operation is to support the development of its business, and to build on its existing business model. We believe that an expansion of marketing efforts around Tampa Bay, to offer a wider range of services, such as dolphin tours, will help establish the Down2Fish brand, attract more customers and increase revenues. Expansion into new service offerings will however require capital sufficient to finance the purchase of another vessel and additional boating equipment. We believe that dolphin tours can return net revenue on a consistent basis if we are able to attract sufficient customers to each excursion. We are currently licensed and equipped to carry no more than six customers on each fishing charter. A vessel designed primarily for dolphin tours can carry from fifty to one hundred customers. Our primary impediment for equipment procurement and installation is cost. We are presently considering financing options that might become available to us in the near term but have no assurance that financing will become available or that if such did become available, that the terms would be tenable for our business. Unless or until we can offer excursions that cater to a greater number of customers on each excursion, we will continue to focus on offering more fishing charter excursions to build revenue and improve our results of operations.

Results of Operations

During the three-month period ended March 31, 2024, Arvana raised capital to sustain operations, maintained its charter fishing business and evaluated other business opportunities.

Our results of operations for the three-month period ended March 31, 2024, as compared to the three-month periods ended March 31, 2023, were as follows below:

		Three Months Ended March 31,
		2024				2023				Change
Revenue		$	—			$	—			$	—
Operating expenses			(118,328	)			(148,903	)			30,575
Loss from operations			(118,328	)			(148,903	)			30,575
Other expenses
Lease income			12,000				8,000				4,000
Depreciation			(6,711	)			(5,850	)			(861	)
Interest income			18				4				14
Interest expense			(16,416	)			(10,642	)			(5,774	)
Loss on asset purchase			—				(771,009	)			771,009
Loss from other expenses			(11,109	)			(779,497	)			773,630
Net Loss		$	(129,437	)		$	(928,400	)		$	(798,963	)

Revenue

Charter revenue from operations for the three-month periods ended March 31, 2024, and March 31, 2023, was $0. Revenue results for the current quarter ended March 31, 2024, were stifled by warranty repairs to both of our fishing charter vessels and a seasonal wane in the popularity of fishing charters, while revenue results from the comparable prior three-month period ended March 31, 2023, were disrupted by the acquisition of Down2Fish in February of that period.

We expect charter revenue in the second quarter of 2024, as the charter fishing season ramps up and our vessels are returned to active service.

Operating Expenses

Operating expenses for the three-month period ended March 31, 2024, decreased to $118,328, as compared to $148,903 for the three-month period ended March 31, 2023, a decrease of 21%. The fall in operating expenses over the three-month period ended March 31, 2024, is attributed to a decrease in general and administrative expenses as one result of the lack of fishing charters in the period and professional fees that were higher in the prior three-month period ended March 31, 2023, due to the expense of acquiring Down2Fish.

We expect operating expenses to increase in future periods as we return to offering fishing charters and move forward to develop our business plan.

Other Expense

Other expense for the three-month period ended March 31, 2024, was $11,109 as compared to other expense of $779,497 for the three-month period ended March 31, 2023. The decrease in other expense in the three-month period ended March 31, 2024, can be primarily attributed to the loss recognized in connection with the acquisition of Down2Fish in the prior three-month period ended March 31, 2023. Other items that contributed to the decrease in other expense over the comparative three-month periods include an increase in lease income and interest income offset by an increase in depreciation and interest expense in the three-month period ended March 31, 2024.

We expect to continue to recognize other expense as debt instruments tied to acquisition of Down2Fish continue to accrue interest, and depreciation of our vessels will continue into the future.

Net Loss

Net loss for the three-month period ended March 31, 2024, was $129,437 as compared to a net loss of $928,400 for the three-month period ended March 31, 2023, a decrease of 86%. The decrease in net loss in the current three-month period, over the prior comparable three-month period can be primarily attributed to the loss recognized in connection the acquisition of Down2Fish in the prior three-month period ended March 31, 2023, and the lack of revenue from fishing charters in the current three-month period ended March 31, 2024.

We expect to continue to realize net losses from operations over the next twelve months as management works to increase the number of fishing charters to implement its business model.

Capital Expenditures

Arvana expended no amounts on capital expenditures for the three-month periods ended March 31, 2024, and March 31, 2023.

Liquidity and Capital Resources

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

We had current assets of $139,138 as of March 31, 2024, that consisted of cash, and a bond as compared to current assets of $27,171 as of December 31, 2023, that too consisted of cash and a bond. Total assets were $321,804 as of March 31, 2024, that consisted of current assets, property, equipment, and intangible assets, as compared to total assets, of $216,549 as of December 31, 2023, that too consisted of current assets, property, equipment, and intangible assets.

We had current liabilities of $1,223,770 as of March 31, 2024, that consisted of accounts payable, related party payables, and the current portion of long-term debt as compared to current liabilities of $338,487 as of December 31, 2023, that too consisted of accounts payable, related party payables, and the current portion of long-term debt. Total liabilities were $1,353,511 as of March 31, 2024, that consisted of current liabilities and notes payable net of current portion as compared to total liabilities of $1,178,675 as of December 31, 2023, that too consisted of current liabilities and notes payable net of current portion. The increase in current liabilities in the three-month period ended March 31, 2024, is attributed to the transition of long-term debt due in connection with the acquisition of Down2Fish to current liabilities from the twelve-month period ended December 31, 2023, in which it was classified as a long-term liability.

We had a working capital deficit of $1,084,632 as of March 31, 2024, as compared to a working capital deficit of $311,316 as of December 31, 2023.

Total stockholders' deficit was $1,031,707 at March 31, 2024, as compared to a total stockholders' deficit of $962,126 at December 31, 2023.

The following table shows a summary of our cash flows for the periods presented:

		Three Months Ended March 31,
		2024				2023				Change
Net cash provided by (used in)
Operating activities
Net loss		$	(129,437	)		$	(928,400	)		$	798,963
Depreciation expense			6,712				5,850				862
Share-based compensation			59,856				74,434				(14,578	)
Loss on asset purchase			—				771,009				(771,009	)
Accounts payable and accrued liabilities			7,895				18,792				(44,897	)
Deferred revenue			—				4,000				—
Net cash used in operating activities		$	(54,974	)		$	(54,315	)		$	(659	)
Investing activities
Cash paid for asset acquisition		$	—			$	(50,000	)		$	50,000
Cash acquired from asset acquisition			—				4,089				(4,089	)
Net cash provided by financing activities			—				(45,911	)			45,911
Financing activities
Proceeds from loans payable		$	3,000			$	(777	)		$	3,777
Payments on loans payable			(8,659	)			—				(8,659	)
Related party payables			(15,400	)			10,200				4,400
Proceeds from related party notes payable			320,000				—				320,000
Payment of related notes payable			(132,000	)			—				(132,000	)
Net cash provided by financing activities		$	166,941			$	9,423			$	157,518
Increase (decrease) in cash		$	111,967			$	(90,603	)		$	202,770

Cash Flows From Operating Activities

Net cash used in operating activities for the three-month period ended March 31, 2024, was $54,974 as compared to net cash used in operating activities of $54,315 for the three-month period ended March 31, 2023. 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 accounts payable, and accrued liabilities.

We expect to continue to use net cash flow in operating activities over the next twelve months as our net loss is projected to increase until such time as Arvana generates sufficient revenue from operations to sustain the cost of operating activities.

Cash Flows From Financing Activities

Net cash provided by financing activities for the three-month period ended March 31, 2024, was $166,941 as compared to net cash provided in financing activities of $9,423 for the three-month period ended March 31, 2023. Net cash used in financing activities in the three-month period ended March 31, 2024, is attributed to proceeds from loans payable, and related party notes payable, offset by payments on loans payable, related party payables, and related party loans payable. Net cash used in financing activities in the three-month period ended March 31, 2023, is attributed to related party payables offset by loans payable.

We expect to realize net cash provided by financing activities over the next twelve months through private equity placements, public offerings, or private debt from unrelated parties.

Cash Flows From Investing Activities

Net cash used in investing activities for the three-month period ended March 31, 2024, was $0 as compared to net cash used in investing activities of $45,911 for the three-month period ended March 31, 2023. Net cash used in investing activities in the prior three-month period ended March 31, 2023, can be attributed to asset acquisition offset by amounts acquired from asset acquisition.

We expect to use net cash in investing activities in the near term as investment will be required to expand our fishing charter business.

Arvana’s assets are insufficient as of March 31, 2024, to implement its plan of operation to expand its business operations. We anticipate conducting another private equity offering to meet our objectives and may seek additional loans in the short term to sustain operations. Management is confident that its efforts to realize additional funding will be successful.

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 March 31, 2024.

Arvana had no commitments for future capital expenditures at March 31, 2024.

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

Arvana has no current plans for the purchase or sale of any plant or equipment.

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, 2023, and 2022, 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 March 31, 2024. 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 March 31, 2024, 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.

Item 5. Other Information

During the three months ended March 31, 2024, 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 25 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:	May 9, 2024

 INDEX TO EXHIBITS

S-K Number	Description
2.1	Business Purchase Agreement filed with the Commission as an exhibit to Form 8-K on November 16, 2022.
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.
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: May 9, 2024

/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 March 31, 2024, 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 Arvana.

 

/s/ Ruairidh Campbell

Ruairidh Campbell

Chief Executive Officer and Chief Financial Officer

 

Date: May 9, 2024

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.

v3.24.1.u1

Cover - shares	3 Months Ended
	Mar. 31, 2024	May 04, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Mar. 31, 2024
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
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

v3.24.1.u1

Consolidated Balance Sheets (Unaudited) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 134,038	$ 22,071
Other current assets	5,100	5,100
Total current assets	139,138	27,171
Non-current assets:
Property and equipment, net	156,666	163,378
Intangible assets	26,000	26,000
Total non-current assets	182,666	189,378
Total assets	321,804	216,549
Current liabilities:
Accounts payable and accrued liabilities	108,744	100,849
Related party payables (Note 8)	30,800	46,200
Current portion of notes payable - related party	300,000	112,000
Current portion of notes payable	784,226	79,438
Total current liabilities	1,223,770	338,487
Long-term liabilities:
Notes payable, net of current portion	129,741	840,188
Total long-term liabilities	129,741	840,188
Total liabilities	1,353,511	1,178,675
Stockholders' (deficit):
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at March 31, 2024 and December 31, 2023	107,847	107,847
Additional paid-in capital	36,550,160	36,490,304
Accumulated deficit	(37,686,378)	(37,556,941)
Total stockholders' (deficit) before treasury stock	(1,028,371)	(958,790)
Less treasury stock - 6,255 common shares at March 31, 2024 and December 31, 2023 respectively	(3,336)	(3,336)
Total stockholders' (deficit)	(1,031,707)	(962,126)
Total liabilities and stockholders' (deficit)	$ 321,804	$ 216,549

v3.24.1.u1

Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares	Mar. 31, 2024	Dec. 31, 2023
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, Outstanding	107,845,554	107,839,299
Treasury Stock, Common, Shares	6,255

v3.24.1.u1

Consolidated Statements of Operations (Unaudited) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating expenses:
General and administrative	$ 106,867	$ 112,440
Professional fees	11,461	36,463
Total operating expenses	118,328	148,903
Loss from operations	(118,328)	(148,903)
Other income (expense):
Lease income	12,000	8,000
Depreciation	(6,711)	(5,850)
Interest income	18	4
Interest expense	(16,416)	(10,642)
Loss on asset purchase		(771,009)
Total other expense	(11,109)	(779,497)
Net loss	$ (129,437)	$ (928,400)
Per common share information – basic and diluted
Weighted average shares outstanding – basic	107,845,554	107,845,554
Net loss per common share – basic and diluted	$ (0.00)	$ (0.00)
Weighted average shares outstanding – diluted	107,845,554	107,845,554

v3.24.1.u1

Consolidated Statements of Stockholders' Equity (Deficit) - USD ($)	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	Treasury Stock, Common [Member]	Total
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	102,845,554			6,255
Ending balance, value at Mar. 31, 2023	$ 107,847	36,314,786	(37,168,768)	$ (3,336)	(749,471)
Share based compensation		74,434			74,434
Shares, Outstanding at Dec. 31, 2022	(102,845,554)			(6,255)
Net loss			(928,400)		(928,400)
Shares, Outstanding, Ending Balance at Mar. 31, 2023	107,845,554			6,255
Shares, Outstanding at Mar. 31, 2023	(107,845,554)			(6,255)
Beginning balance, value at Dec. 31, 2023	$ 107,847	36,490,304	(37,556,941)	$ (3,336)	(962,126)
Shares, Outstanding, Beginning Balance at Dec. 31, 2023	107,845,554			6,225
Ending balance, value at Mar. 31, 2024	$ 107,847	36,550,160	(37,686,378)	$ (3,336)	(1,031,707)
Share based compensation		59,856			59,856
Shares, Outstanding at Dec. 31, 2023	(107,845,554)			(6,225)
Net loss			$ (1,316,573)		$ (129,437)
Shares, Outstanding, Ending Balance at Mar. 31, 2024	107,845,554			6,255
Shares, Outstanding at Mar. 31, 2024	(107,845,554)			(6,255)

v3.24.1.u1

Consolidated Statements of Cash Flows - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Cash flows from operating activities:
Net loss	$ (129,437)	$ (928,400)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	6,712	5,850
Share-based compensation	59,856	74,434
Loss on asset purchase		771,009
Increase (decrease) in:
Accounts payable and accrued liabilities	7,895	18,792
Deferred revenue	0	4,000
Net cash used in operating activities	(54,974)	(54,315)
Cash flows from investing activities:
Cash paid for asset acquisition	0	(50,000)
Cash acquired from asset acquisition	0	4,089
Net cash used in investing activities		(45,911)
Cash flows from financing activities:
Proceeds of loans payable	3,000	(777)
Payments on loans payable	(8,659)	0
Related party payables	(15,400)	10,200
Proceeds from related party note payable	320,000
Payments of related party note payable	(132,000)	0
Net cash provided by financing activities	166,941	9,423
Net increase (decrease) in cash	111,967	(90,803)
Cash and cash equivalents, beginning of year	22,071	142,365
Cash and cash equivalents, end of year	134,038	51,562
Supplemental disclosures of cash flow information:
Cash paid for interest	2,196	2,856
Non-cash investing and financing activities:
Note payable issued for asset acquisition (Note 3)	0	700,000
Liabilities assumed in asset acquisition		$ 234,904

v3.24.1.u1

Organization and Summary of Significant Accounting Policies	3 Months Ended
	Mar. 31, 2024
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 December 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023 (D2F). D2F was organized under the laws of the State of Florida on April 1, 2019. D2F 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. D2F generates its revenue from the sale and provision of fishing charter services. Basis of Presentation The Company’s fiscal year end is December 31. The accompanying consolidated financial statements of the Company for the three-month periods ended March 31, 2024, and 2023, 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-K. 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, 2023, as filed with the Securities and Exchange Commission (“Commission”) on April 5, 2024. 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. 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 March 31, 2024 and December 31, 2023 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 at March 31, 2024, and 7,950,000 at March 31, 2023, 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.

v3.24.1.u1

Going Concern	3 Months Ended
	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 – Going Concern For the period ended March 31, 2024, and March 31, 2023, the Company recognized a net loss of $129,437 and $928,400 respectively. The Company had a working capital deficit of $1,084,632 and an accumulated deficit of $37,686,378 as of March 31, 2024. The Company has incurred significant losses since inception. 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.

v3.24.1.u1

Asset Acquisition	3 Months Ended
	Mar. 31, 2024
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 Down 2 Fish 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 March 31, 2024, indicate a net loss of $1,446,010. 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 March 31, 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.

v3.24.1.u1

Property and Equipment	3 Months Ended
	Mar. 31, 2024
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             March 31, 2024 (Unaudited)    December 31, 2023 Marine Equipment   $ 181,675     $ 181,675   Furniture and fixtures     5,672       5,672   Total     187,347       187,347   Less – accumulated depreciation     30,681     23,969   Property and equipment, net   $ 156,666     $ 163,378   Depreciation expense was $6,712 and $5,850 for the three-month periods ended March 31, 2024, and 2023. Depreciation expense is included in Other Income on the Consolidated Statements of Operations. Marine equipment is subject to an operating lease agreement that ends on December 31, 2025 (Note 6).

v3.24.1.u1

Intangible Assets	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, and 2023, no impairment of this asset had occurred.

v3.24.1.u1

Leases	3 Months Ended
	Mar. 31, 2024
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 three-months ended March 31, 2024, was $12,000, and $8,000 for the three months ended March 31, 2023. Cash flows from lease payments are expected to be received as follows: Schedule of lease payments     Year   Lease amount Remainder of 2024     $ 36,000   2025       48,000   Total     $ 84,000

v3.24.1.u1

Common Stock	3 Months Ended
	Mar. 31, 2024
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 March 31, 2024, and December 31, 2023, respectively. No common stock was issued during the three months ended March 31, 2024.  No common stock was issued during the three months ended March 31, 2023. 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.

v3.24.1.u1

Related Party Transactions and Loans Payable to Stockholders	3 Months Ended
	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions and Loans Payable to Stockholders	Note 8 - Related Party Transactions and Loans Payable to Stockholders 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 March 31, 2024 and December 31, 2023, accrued payroll of $30,000 and $30,000 respectively are included in related party payables. At March 31, 2024 and December 31, 2023, the Company accrued $400 and $400 respectively to board members for services rendered. This amount is included in related party payables. At March 31, 2024, and December 31, 2023, the Company owed $0 and $15,000 respectively to a company controlled by a related party for website creation, development and hosting services. During the three-month period ended March 31, 2023 and year ended December 31, 2022, the Company recorded stock-based compensation of $17,692 and $11,795 respectively, from the grant of stock options to its chief executive officer and board members. During the three-month period ended March 31, 2024, the Company satisfied non-interest-bearing notes payable to related parties that totaled $132,000 that were due at various dates between May 30, 2024, and January 15, 2025. During the three-month period ended March 31, 2024, the Company issued a non-interest-bearing note payable to a related party that totaled $20,000, that is due on January 15, 2025. During the three-month period ended March 31, 2024, the Company issued an interest-bearing note payable to a related party totaling $300,000 that is due on February 22, 2025.

v3.24.1.u1

Stock Options	3 Months Ended
	Mar. 31, 2024
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 three-month period ended March 31, 2024, there have been no changes in the number of options outstanding. Total share-based expense is $59,855 and $74,434 for the three-month periods ended March 31, 2024 and 2023, respectively. The remaining share-based expense of $350,369 will be recognized as follows:       Year     Remainder of 2024       179,566   2025       156,902   2026       7,582   2027       6,319   Total     $ 350,369

v3.24.1.u1

Notes Payable	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Notes Payable	Note 10 – Notes Payable Notes payable are as follows at March 31, 2024 and December 31, 2023: Schedule of notes payable             March 31, 2024   December 31, 2023 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.   $ 123,844     $ 130,212   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.     17,979       20,270   Note payable to seller, interest at 7.25%, due February 3, 2024, secured by membership interest in Down 2 Fish LLC     700,000       700,000   Note payable to third parties, bear no interest, and are due September 30, 2025.     72,144       69,144                     Total notes payable     913,967       919,626   Less – current portion     (784,226 )     (79,438 )                    Total long-term portion   $ 129,741     $ 840,188   Principal maturities of notes payable are as follows: Schedule of principal maturities of notes payable     Year   Amount Remainder of 2024     $ 81,236   2025       715,971   2026       13,090   2027       7,678   2028       8,213   Thereafter       87,789         $ 913,967

v3.24.1.u1

Subsequent Events	3 Months Ended
	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events The Company evaluated its March 31, 2024, financial statements for subsequent events through the date the financial statements were available to be issued. On April 4, 2024, the Company, and the holder of the note payable to seller in connection with the purchase of the D2F paid the annual interest payment due to seller. On April 25, 2024, the Company issued a note payable to a related party in the amount of $50,000. The note bears interest at 5% and is due on April 23, 2025.

v3.24.1.u1

Organization and Summary of Significant Accounting Policies (Policies)	3 Months Ended
	Mar. 31, 2024
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 December 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023 (D2F). D2F was organized under the laws of the State of Florida on April 1, 2019. D2F 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. D2F 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 31. The accompanying consolidated financial statements of the Company for the three-month periods ended March 31, 2024, and 2023, 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-K. 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, 2023, as filed with the Securities and Exchange Commission (“Commission”) on April 5, 2024. 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 March 31, 2024 and December 31, 2023 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 at March 31, 2024, and 7,950,000 at March 31, 2023, 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.

v3.24.1.u1

Asset Acquisition (Tables)	3 Months Ended
	Mar. 31, 2024
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

v3.24.1.u1

Property and Equipment (Tables)	3 Months Ended
	Mar. 31, 2024
Property, Plant and Equipment [Abstract]
Schedule of property plant and equipment	Schedule of property plant and equipment             March 31, 2024 (Unaudited)    December 31, 2023 Marine Equipment   $ 181,675     $ 181,675   Furniture and fixtures     5,672       5,672   Total     187,347       187,347   Less – accumulated depreciation     30,681     23,969   Property and equipment, net   $ 156,666     $ 163,378

v3.24.1.u1

Leases (Tables)	3 Months Ended
	Mar. 31, 2024
Leases [Abstract]
Schedule of lease payments	Schedule of lease payments     Year   Lease amount Remainder of 2024     $ 36,000   2025       48,000   Total     $ 84,000

v3.24.1.u1

Notes Payable (Tables)	3 Months Ended
	Mar. 31, 2024
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable             March 31, 2024   December 31, 2023 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.   $ 123,844     $ 130,212   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.     17,979       20,270   Note payable to seller, interest at 7.25%, due February 3, 2024, secured by membership interest in Down 2 Fish LLC     700,000       700,000   Note payable to third parties, bear no interest, and are due September 30, 2025.     72,144       69,144                     Total notes payable     913,967       919,626   Less – current portion     (784,226 )     (79,438 )                    Total long-term portion   $ 129,741     $ 840,188
Schedule of principal maturities of notes payable	Schedule of principal maturities of notes payable     Year   Amount Remainder of 2024     $ 81,236   2025       715,971   2026       13,090   2027       7,678   2028       8,213   Thereafter       87,789         $ 913,967

v3.24.1.u1

Organization and Summary of Significant Accounting Policies (Details Narrative) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount	7,950,000	7,950,000

v3.24.1.u1

Going Concern (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net Income (Loss) Attributable to Parent	$ 129,437	$ 928,400
Working capital	1,084,632
Retained Earnings (Accumulated Deficit)	$ 37,686,378		$ 37,556,941

v3.24.1.u1

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

v3.24.1.u1

Asset Acquisition (Details Narrative) - USD ($)			3 Months Ended
	Feb. 03, 2023	Feb. 03, 2023	Mar. 31, 2024	Mar. 31, 2023
Business Acquisition [Line Items]
Payments to Acquire Businesses, Gross			$ (0)	$ 50,000
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
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]			$ 1,446,010
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net	$ 771,009	$ 771,009

v3.24.1.u1

Property and Equipment (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 187,347	$ 187,347
Less accumulated depreciation	30,681	23,969
Property and equipment, net	156,666	163,378
Marine Services Equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	181,675	181,675
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,672	$ 5,672

v3.24.1.u1

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Property, Plant and Equipment [Abstract]
Depreciation	$ 6,712	$ 5,850

v3.24.1.u1

Intangible Assets (Details Narrative)	3 Months Ended
	Mar. 31, 2023 USD ($)
Goodwill and Intangible Assets Disclosure [Abstract]
Asset Impairment Charges	$ 0

v3.24.1.u1

Leases (Details)	Mar. 31, 2024 USD ($)
Leases [Abstract]
2023	$ 36,000
2024	48,000
2025	$ 84,000

v3.24.1.u1

Leases (Details Narrative) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Leases [Abstract]
Sale Leaseback Transaction, Monthly Rental Payments	$ 4,000
Lease Income	$ 12,000	$ 8,000

v3.24.1.u1

Common Stock (Details Narrative) - shares	Mar. 31, 2024	Mar. 31, 2023
Equity [Abstract]
Common Stock, Shares Authorized	500,000,000
Common Stock, Shares, Issued	107,845,554	107,839,299

v3.24.1.u1

Related Party Transactions and Loans Payable to Stockholders (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended		12 Months Ended
	Apr. 25, 2024	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2022	Dec. 31, 2023
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
[custom:AccruedPayrollIncludedInAmountsDueToRelatedParties-0]		$ 30,000			$ 30,000
Accrued Liabilities and Other Liabilities		400			400
Share-Based Payment Arrangement, Expense		59,855	$ 74,434
Proceeds from (Repayments of) Notes Payable		132,000
[custom:NotesIssuedNonInterestBearing]		20,000
[custom:NotesIssuedInterestBearing]	$ 50,000	300,000
Chief Executive Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Increase (Decrease) in Notes Payable, Related Parties, Current				$ 120,000
Share-Based Payment Arrangement, Expense		$ 17,692		11,795
Chief Executive Officer [Member] | Employment Agreement [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Increase (Decrease) in Notes Payable, Related Parties, Current				$ 90,000
Related Party [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts Payable					0
Officer [Member]
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items]
Accounts Payable					$ 15,000

v3.24.1.u1

Stock Options (Details Narrative) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 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							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	$ 59,855	$ 74,434
[custom:AllocatedShareBasedCompensationExpenseRemaining]	$ 350,369
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number				6,319	7,582	156,902	179,566
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

v3.24.1.u1

Notes Payable (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total notes payable	$ 913,967	$ 919,626
Less - current portion	(784,226)	(79,438)
Total long-term portion	$ 129,741	840,188
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	$ 123,844	130,212
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	$ 17,979	20,270
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	700,000
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	$ 72,144	$ 69,144

v3.24.1.u1

Notes Payable (Details 1)	Mar. 31, 2024 USD ($)
Debt Disclosure [Abstract]
2023	$ 81,236
2024	715,971
2025	13,090
2026	7,678
2027	8,213
Thereafter	87,789
Total	$ 913,967

v3.24.1.u1

Subsequent Events (Details Narrative) - USD ($)	1 Months Ended	3 Months Ended
	Apr. 25, 2024	Mar. 31, 2024
Subsequent Events [Abstract]
[custom:NotesIssuedInterestBearing]	$ 50,000	$ 300,000

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