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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 or 15D of the Securities Exchange Act of 1934 for the quarterly period ended September 30, 2024 or

 

☐ 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)

 

(702) 899-1072

(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 registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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) on November 25, 2024 was 107,839,299.

 1 

 

TABLE OF CONTENTS

 

PART I FINANCIAL INFORMATION PAGE
Item 1. Financial Statements 3
  Consolidated Balance Sheets (unaudited) 4
  Consolidated Statements of Operations (unaudited) 5
  Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited) 6
  Consolidated Statements of Cash Flows (unaudited) 7
  Condensed Notes to Consolidated Financial Statements (unaudited) 8
Item 2. Management’s Discussion and Analysis of Financial Condition and Operations 16
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. Cyber security 22
Item 6. Other Information 23
Item 7. Exhibits 23
  Signatures 24
  Index to Exhibits 25

 

 2 

 

PART I

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 or D2F refer to Down 2 Fish Charters, LLC., a wholly owned subsidiary of Arvana. In the opinion of management, the accompanying unaudited condensed financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year.

 

 3 

 

ARVANA INC.

CONSOLIDATED BALANCE SHEETS

 

           
   September 30,  December 31,
   2024  2023
   (unaudited)   
ASSETS          
Current assets:          
Cash and cash equivalents  $9,257   $22,071 
Other current assets   100    5,100 
Total current assets   9,357    27,171 
Non-current assets:          
Property and equipment, net   143,243    163,378 
Intangible assets   26,000    26,000 
Total non-current assets   169,243    189,378 
Total assets  $178,600   $216,549 
           
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)          
Current liabilities:          
Accounts payable and accrued liabilities  $112,415   $100,849 
Related-party payables (Note 8)   1,200    46,200 
Current portion of notes payable (Note 10)   769,145    79,438 
Current portion of related-party notes payable   350,000    112,000 
Total current liabilities   1,232,760    338,487 
Long-term liabilities:          
Notes payable, net of current portion   134,228    840,188 
Total long-term liabilities   134,228    840,188 
Total liabilities   1,366,988    1,178,675 
Stockholders’ equity (deficit):          
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at September 30, 2024, and 107,845,554 issued and 107,839,299 outstanding at December 31, 2023, respectively   107,847    107,847 
Additional paid-in capital   36,641,016    36,490,304 
Accumulated deficit   (37,933,915)   (37,556,941)
Total stockholders’ equity (deficit) before treasury stock   (1,185,052)   (958,790)
Less treasury stock - 6,255 common shares at September 30, 2024 and December 31, 2023, respectively   (3,336)   (3,336)
Total stockholders’ equity (deficit)   (1,188,388)   (962,126)
Total liabilities and stockholders’ equity (deficit)  $178,600   $216,549 

  

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

 

 4 

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(unaudited) 

 

                     
   Three months ended  Nine months ended
   September 30  September 30
   2024  2023  2024  2023
   (unaudited) 

(unaudited)

 

(unaudited)

 

(unaudited)

Revenue:                    
Charter income  $6,134   $10,580   $19,964   $23,634 
Other income   —    —    —    — 
Total revenue   6,134    10,580    19,964    23,634 
                     
Operating expenses:                    
Cost of sales   11,041    14,973    26,802    23,384 
Depreciation   6,713    5,851    20,135    17,552 
General and administrative   69,885    93,061    295,475    307,459 
Professional fees   14,131    13,828    36,636    56,872 
Total operating expenses   101,770    127,713    379,048    405,267 
                     
Loss from operations   (95,636)   (117,133)   (359,084)   (381,633)
                     
Other income (expense):                    
Lease income   12,000    12,000    36,000    32,000 
Interest income   520    —    549    5 
Interest expense   (18,598)   (15,594)   (54,439)   (42,759)
Loss on asset purchase   —    —    —    (771,009)
Total other expense   (6,078)   (3,594)   (17,890)   (781,763)
                     
Net loss  $(101,714)  $(120,727)  $(376,974)  $(1,163,396)
                     
Net income (loss) per share:                    
Basic   (0.00)    (0.00)    (0.00)    (0.01) 
Diluted  $(0.00)  $(0.00)  $(0.00)  $(0.01)
                     
Weighted average shares outstanding:                    
Basic   107,839,299    107,839,299    107,839,299    107,839,299 
Diluted  $107,839,299  $107,839,299  $107,839,299  $107,839,299

  

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

 

 5 

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

For the three-months and nine-months ended September 30, 2024, and September 30, 2023

(unaudited) 

 

                                    
   Common Stock        Treasury Stock 
   Shares  Amount  Additional Paid-in Capital  Accumulated Deficit  Shares  Amount  Total Stockholders’ Equity (Deficit)
Three months ended September 30, 2023                     
Balance June 30, 2023   107,845,554   $107,847   $36,377,274   $(37,283,037)  $(6,255)  $(3,336)  $(801,252)
Share-based compensation   —    —    50,542    —    —    —    50,542 
Net loss    —    —    —    (120,727)   —    —    (120,727)
Balance September 30, 2023   107,845,554   $107,847   $36,427,816   $(37,403,764)  $(6,255)  $(3,336)  $(871,437)
                                    
Three months ended September 30, 2024                                   
Balance June 30, 2024   107,845,554   $107,847   $36,595,588   $(37,832,201)  $(6,255)  $(3,336)  $(1,132,102)
Share-based compensation   —    —    45,428    —    —    —    45,428 
Net loss   —    —    —    (101,714)   —    —    (101,714)
Balance September 30, 2024   107,845,554   $107,847   $36,641,016   $(37,933,915)  $(6,255)  $(3,336)  $(1,188,388)
                      
Nine months ended September 30, 2023                     
Balance December 31, 2022   107,845,554   $107,847   $36,240,352   $(36,240,368)   (6,255)  $(3,336)  $104,495
Share-based compensation   —      —      187,464    —    —    —    187,464 
Net loss   —      —      —    (1,163,396)   —    —    (1,163,396)
Balance September 30, 2023   107,845,554   $107,847   $36,427,816   $(37,403,764)   (6,255)  $(3,336)  $(871,437)
                                    
Nine months ended September 30, 2024                                   
Balance December 31, 2023   107,845,554   $107,847   $36,490,304   $(37,556,941)   (6,255)  $(3,336)  $(962,126)
Share-based compensation   —    —    150,712    —    —    —    150,712 
Net loss   —    —    —    (376,974)   —    —    (376,974)
Balance September 30, 2024   107,845,554   $107,847   $36,641,016   $(37,933,915)   (6,255)  $(3,336)  $(1,188,388)

   

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

 

 6 

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Nine-months Ended September 30, 2024, and 2023

(unaudited)

 

           
  

(unaudited)

 

(unaudited)

Cash flows from operating activities          
Net loss  $(376,974)  $(1,163,396)
Adjustments to reconcile net loss to net cash used in operating activities:          
Depreciation expense   20,135    17,552 
Share-based compensation   150,712    187,464 
Loss on asset purchase   —    771,009 
Increase (decrease) in:          
Current assets   5,000    (8,000)
Accounts payable and accrued liabilities   11,566   44,542 
Related-party payables   193,000   2,056 
Net cash used in operating activities   3,439   (148,773)
           
Cash flows from investing activities:          
Cash paid for fixed assets   —    

(5,743

)
Cash paid for asset acquisition   —    (50,000)
Cash acquired from asset acquisition   —    4,089 
Net cash used in investing activities   —    (51,654)
           
Cash flows from financing activities:          
Proceeds from loans payable   —    70,766 
Issuance of common stock   —    — 
Issuance cost   —    — 
Payments on loans payable   (16,253)   (9,418)
Net cash provided by financing activities   (16,253)   61,348 
           
Net increase (decrease) in cash   (12,814 )   (139,079)
Cash and cash equivalents, beginning of year   22,071    142,365 
Cash and cash equivalents, end of period  $9,257   $3,286 
           
Supplemental disclosures of cash flow information:          
Cash paid for interest  $48,685   $22,318 
           
Non-cash investing and financing activities:          
Note payable issued for asset acquisition (see 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. 

 

 7 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

 (unaudited)

 

Note 1 – Organization and Summary of Significant Accounting Policies

Organization

Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of 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 nine-month periods ended September 30, 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.

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.

 8 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited) 

 

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

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.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At June 30, 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 share-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 share-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 September 30, 2024, and 7,950,000 at September 30, 2023, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive.

 9 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited) 

 

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

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.

Reclassifications

To conform with the current year presentation of depreciation expense the Company has reclassified depreciation of $5,851 and $17,552 from Cost of Sales included in the Operating Expenses section of the Consolidated Statements of Operations to its own line item for the three-month and nine-month periods ended September 30, 2023, respectively. 

Note 2 – Going Concern

For the nine-month periods ended September 30, 2024 and September 30, 2023 the Company recognized a net loss of $376,974 and $1,163,396, respectively. The Company had a working capital deficit of $1,223,403 and an accumulated deficit of $37,933,915 as of September 30, 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.

 10 

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited) 

 

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 total consideration of $750,000. The Company’s consolidated statements of operations from the Closing Date through December 31, 2023 indicate a net loss of $1,316,573.

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 December 31, 2023 the Company recorded an impairment loss of $771,009 on the excess amount. Assets acquired are as follows:

     
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 
 Loss on asset acquisition:     
Purchase price   750,000 
Net assets and (liabilities)   (21,009)
Net loss on asset acquisition  $728,991 

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 CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited) 

 

Note 4 – Property and Equipment

Property and equipment consist of the following:

      
  

September 30, 2024

  December 31, 2023
Marine equipment  $181,675   $181,675 
Furniture and fixtures    5,672    5,672 
Total   187,347    187,347 
Less – accumulated depreciation   (37,391)   (23,969) 
Property and equipment, net  $149,956   $163,378  

Depreciation expense is $20,135 and $17,552 for the nine-month periods ended September 30, 2024 and 2023, respectively, and $6,713 and $5,851 for the three-month periods ended September 30, 2024 and 2023, respectively. Depreciation expense for the three-month and nine-month periods ended September 30, 2024 and 2023 is included in Operating Expenses on the Consolidated Statements of Operations.

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

Note 5 – Intangible Assets

The Company acquired a perpetual federal fishing license, from the acquisition of assets (see Note 3), which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. As of September 30, 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 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 is $12,000 and $36,000 for the three-month and nine-month periods ended September 30, 2024, and $12,000 and $32,000 for the three-month and nine-month periods ended June 30, 2023. Cash flows from lease payments are expected to be as follows:

   
Year  Lease Amount
Remainder of 2024   $12,000 
2025    52,000 
Total    $64,000 

 

 12 

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited) 

 

Note 7 – Notes Payable

 

Notes payable are as follows:  

          
  

September 30,

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.		  $120,954   $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.   13,275    20,270 
Note payable to seller, interest at 7.25%, due February 3, 2025, secured by membership interest in Down 2 Fish Charters, LLC.   700,000    700,000 
Note payable to majority shareholder, interest at 5.00%, matures February 22, 2025, unsecured.   300,000    —   
Note payable to majority shareholder, bearing no interest, matures April 23, 2025, unsecured.   50,000    —   
Note payable to majority shareholder, bearing no interest, with various maturities, unsecured.   —      112,000 
Note payable to a third party, bearing no interest, matures November 9, 2024, unsecured.   33,144    33,144 
Note payable to a third party, bearing no interest, matures July 16, 2024, unsecured.   10,000    10,000 
Past due note payable to a third party, bearing no interest, matured March 9, 2024, unsecured.   26,000    26,000 
Total notes payable   1,253,373    1,031,626 
Less – current portion of notes payable   (769,145)   (79,438)
Less – current portion of related-party notes payable   (350,000)   (112,000)
Total long-term portion  $134,228   $840,188 

 

Principal maturities of notes payable are as follows: 

 

      
Year  Amount
Remainder of 2024   $77,621 
2025    1,069,136 
2026    9,076 
2027    7,730 
2028    8,287 
Thereafter    81,523 
Total   $1,253,373 

 

 13 

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited) 

 

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. Subsequent to the end of the period the Board of Directors terminated the CEO’s employment for cause and appointed a new CEO on July 17, 2024. The new CEO’s compensation will be $60,000 per year beginning in August of 2024. At September 30, 2024 and December 31, 2023 accrued payroll of $0 and $30,000, respectively, is included in related-party payables.

During the year ended December 31, 2022 the Company issued 600,000 shares of common stock at the price of $0.067 with a fair value of $40,000 to settle $40,000 in accounts payable owed to a company controlled by the Company’s chief executive officer. There was no gain or loss on the settlement.

At September 30, 2024 and December 31, 2023 the Company accrued $1,200 and $1,200, respectively, to board members for services rendered. This amount is included in related-party payables.

At September 30, 2024 and December 31, 2023 the Company owed $0 and $15,000, respectively, to a company controlled by a related party for website creation, website development, and hosting services.

During the nine-month period ended September 30, 2024 and the year ended December 31, 2023 the Company recorded share-based compensation of $150,712 and $249,952, respectively, from the grant of stock options to its chief executive officer and board members.

During the nine-month period ended September 30, 2024 and the year ended December 31, 2023 the Company has repaid non-interest-bearing notes payable to related parties totaling $193,000 and $0, respectively, that were due at various dates between May 30, 2024 and January 15, 2025.

 

The Company has an interest bearing note payable to a related party for $300,000 due February 22, 2025.

 

The Company has a non-interest bearing note payable to a related party for $50,000 due April 23, 2025.

 

Note 9 – Common Stock

 

The Company has authorized 500,000,000 shares of common stock. Total shares were 107,845,554 shares issued and 107,839,299 shares outstanding as of September 30, 2024, and 107,845,554 shares issued and 107,839,299 shares outstanding as of December 31, 2023.

 

During the year ended December 31, 2022 the Company issued 4,800,000 shares of its restricted common stock at a price of $0.067 per share for total proceeds of $320,000. The Company incurred share issuance costs in the amount of $32,237 in relation to the share issuance.

 

During the year ended December 31, 2022 the Company issued 600,000 shares of common stock at the price of $0.067 to settle $40,000 of accounts payable owed to a company controlled by the Company’s chief executive officer. The Company incurred no share issuance costs in relation to the settlement.

 

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.

 

 14 

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited) 

 

Note 9 – Common Stock – (continued)

 

No common stock was issued during the year ended December 31, 2023.

 

During the nine-month period ended September 30, 2024 the Company issued 12,500,000 shares of restricted common stock at an approximate price of $0.008 per share as part of executing a consulting services agreement with the majority stockholder. The Company accounts for share-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for equity-based compensation arrangements and requires that the cost of all equity-based compensation arrangements be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. Subsequent to the end of the reporting period the Board of Directors approved the decision to exercise the claw-back provision included in the consulting services agreement for all 12,500,000 shares of restricted common stock. 

 

Note 10 – 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 share-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for employee stock options and 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. 600,000 options were forfeited by former members of the board of directors during the nine-month period ended September 30, 2024. Total share-based compensation is $150,712 for the nine-month period ended September 30, 2024 and $249,952 for the year ended December 31, 2023. The Company will recognize the remaining share-based compensation of $201,909 as follows:

   
Year   Amount
Remainder of 2024   $45,428 
2025    151,848 
2026    2,527 
2027    2,106 
Total   $201,909 

Note 11 - Subsequent Events

The Company evaluated its September 30, 2024 financial statements for subsequent events through the date the financial statements were issued. No significant events occurred. 

 

 15 

 

 

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 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 or D2F 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-month and nine-month periods ended September 30, 2024 and September 30, 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 Arvana’s common shares on a 3-for-1 basis that was effected on April 19, 2023, to stockholders of record on March 31, 2023. All changes in the capital structure have been given retroactive effect in this periodic report.

Arvana’s office is located at 299 Main Street, 13th Floor, Salt Lake City, Utah 84111 and our telephone number is (702) 899-1072.

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AA Registered Agents—located at 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 which is 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 have ended their discussions of the proposed transaction, and management is evaluating alternative options for pursuing this business model.

Plan of Operation

Our plan of operation is to support the development of our 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 (6) customers on each fishing charter. A vessel designed primarily for dolphin tours can carry from fifty (50) to one hundred (100) 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 options will become available or that if such did become available, that the financing 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 nine-month period ended September 30, 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 and nine-month periods ended September 30, 2024, as compared to the three-month and nine-month periods ended September 30, 2023, were as follows below:

   Three months ended September 30  Nine months ended June 30
   2024  2023  2024  2023
Revenue  $6,134   $10,580   $19,964   $23,634 
Operating expenses   101,770    127,713    379,048    405,267 
Loss from operations   (95,636)   (117,133)   (359,084)   (381,633)
Other income (expense)   (6,078)   (3,594)   (17,890)   (781,763)
Net loss  $(101,714)  $(120,727)  $(376,974)  $(1,163,396)

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Revenue

Charter revenue from operations for the three-month period ended September 30, 2024 is $6,134 as compared to $10,580 for the comparable three-month period ended September 30, 2023, a decrease of 42.0%, and as compared to $13,830 for the three-month period ended June 30, 2024. Charter revenue from operations for the nine-month period ended September 30, 2024 is $19,964 as compared to $23,634 for the comparable nine-month period ended September 30, 2023, a decrease of 15.5%, and as compared to $13,830 for the three-month period ended June 30, 2024. Revenue is comprised of fishing charter services.

We expect charter revenue to taper off in the fourth quarter of 2024 as the fishing season comes to an end.

Operating Expenses

Operating expenses for the three-month period ended September 30, 2024 are $101,770 as compared to $127,713 for the three-month period ended September 30, 2023, a decrease of 20.3%, and as compared to $152,239 for the three-month period ended June 30, 2024, a decrease of 33.2%. Operating expenses for the nine-month period ended September 30, 2024 are $379,048 as compared to $405,267 for the nine-month period ended September 30, 2023, a decrease of 6.5%. The changes in operating expenses over the comparative periods are attributed to reductions in general and administrative expenses including share- based compensation, executive payroll, and auditing expenses.

We expect operating expenses to increase in future periods as our business development strategies are implemented while auditing and accounting professional fees are expected to increase over the next year.

Other Expense

Other expense for the three-month period ended September 30, 2024 is $6,078 as compared to other expense of $4,522 for the three-month period ended September 30, 2023, and as compared to other expense of $7,414 for the three-month period ended June 30, 2024. Other expense for the nine-month period ended September 30, 2024 is $17,890 as compared to other expense of $781,763 for the nine-month period ended September 30, 2023. The decrease in other expense over the comparative periods can be primarily attributed to the loss recognized with the acquisition of Down2Fish and interest expense offset by lease income realized in the current period.

We expect to continue to recognize other expense in future periods as debt instruments tied to the fishing charter vessels continue to incur interest and depreciation of our vessels continues.

Net Loss

Net loss for the three-month period ended September 30, 2024 is $101,714 compared to net loss of $120,727 for the three-month period ended September 30, 2023, a decrease of 15.7%. Net loss for the nine-month period ended September 30, 2024 is $376,974 compared to net loss of $1,163,396 for the nine-month period ended September 30, 2023, a decrease of 67.6%. The change in net loss over the comparative periods can be primarily attributed to a decrease in losses from operating expenses and the loss recognized on the asset purchase of Down2Fish, offset by the realization of revenue from charter boat services and other income that is generated through a lease of the charter vessels.

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

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Capital Expenditures

We expended no amounts on capital expenditures during the three-month or nine-month periods ended September 30, 2024 and September 30, 2023.

Liquidity and Capital Resources

Since inception we have experienced significant changes in liquidity, capital resources, and stockholders' equity (deficit).

We had current assets of $9,357 as of September 30, 2024 consisting of cash and a bond as compared to current assets of $16,386 as of September 30, 2023 consisting of cash and a bond, and as compared to current assets of $27,171 as of December 31, 2023 consisting of cash and a bond. Total assets were $178,600 as of September 30, 2024 consisting of current assets, property, equipment, and intangible assets as compared to total assets of $209,283 as of September 30, 2023 consisting of current assets, property, equipment, and intangible assets, and as compared to $216,549 as of December 31, 2023 consisting of current assets, property, equipment, and intangible assets.

We had current liabilities of $1,232,760 as of September 30, 2024 consisting of accounts payable, related- party payables, and the current portion of long-term debt as compared to current liabilities of $201,136 as of September 30, 2023 consisting of accounts payable, related-party payables, and the current portion of long-term debt, and as compared to current liabilities of $338,487 as of December 31, 2023 consisting of accounts payable, related-party payables, and the current portion of long-term debt. Total liabilities were $1,366,988 as of September 30, 2024 consisting of current liabilities and notes payable net of current portion as compared to total liabilities of $1,080,720 as of September 30, 2023 consisting of current liabilities and notes payable net of current portion, and as compared to total liabilities of $1,178,675 as of December 31, 2023 consisting of current liabilities and notes payable net of current portion. The increase in current liabilities in the nine-month period ended September 30, 2024 is attributed to the transition of long-term debt due in connection with the acquisition of Down2Fish to current liabilities from the year ended December 31, 2023 in which it was classified as a long-term liability.

We had a working capital deficit of $1,223,403 as of September 30, 2024 as compared to a working capital deficit of $184,750 as of September 30, 2023, and as compared to a working capital deficit of $311,316 as of December 31, 2023. The increase in these deficits is primarily attributed to the transition of long-term debt due in connection with the acquisition of Down2Fish to current liabilities from the year ended December 31, 2023 in which it was classified as a long-term liability.

Net stockholders' deficit in Arvana is $1,188,052 as of September 30, 2024 as compared to a net stockholders' deficit of $871,437 as of September 30, 2023, and as compared to a net stockholders' deficit of $962,126 as of December 31, 2023.

Cash Flows from Operating Activities

Net cash provided by operating activities for the nine-month period ended September 30, 2024 is $3,439 as compared to net cash used in operating activities of $148,773 for the nine-month period ended September 30, 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 current assets, accounts payable, and related-party payables.

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

Cash Flows from Investing Activities

Net cash used in investing activities for the nine-month period ended September 30, 2024 is $0 as compared to net cash used in investing activities of $51,654 for the nine-month period ended September 30, 2023.

We expect to use net cash in investing activities in the near term as investment will be required of us in connection with the expansion our fishing charter business.

Cash Flows from Financing Activities

Net cash used in financing activities for the nine-month period ended September 30, 2024 is $16,253 as compared to net cash provided by financing activities of $61,348 for the nine-month period ended September 30, 2023. Net cash used in financing activities in the nine-month period ended September 30, 2024 is attributed to payments on loans payable. Net cash provided by financing activities in the nine- month period ended September 30, 2023 is attributed to the proceeds of loans payable offset by payments on loans payable.

We expect to continue to use net cash provided by financing activities over the next twelve months generated through additional private equity placements, public offerings, or private debt to fund continued expansion of our business.

Arvana’s assets are insufficient as of September 30, 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 September 30, 2024.

Arvana had no commitments for future capital expenditures at September 30, 2024.

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

Arvana has adopted the Arvana Inc. 2022 Stock Incentive Plan and had an employment agreement with its executive officer whose employment was terminated effective July 17, 2024. The former executive officer did not exercise his vested options within the required 30-day period resulting in the forfeiture of the options. Two members of the Board of Directors were removed effective July 17, 2024. Neither of these members exercised their options within the 30-day period resulting in the forfeiture of their vested options.

Arvana has no current plans to make any additional 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.”

 20 

 

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 which are included in our most recent Form 10-K. In the notes we discuss accounting policies that are significant in determining the Company’s results of operations and financial position.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

Not required for smaller reporting companies.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

In connection with the preparation of this quarterly report an evaluation was carried out by Arvana’s management, with the participation of the chief executive officer and the acting chief financial officer, of the effectiveness of Arvana’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d 15(e) under the Securities Exchange Act of 1934 (“Exchange Act”)) as of September 30, 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 September 30, 2024, that materially affected, or are reasonably likely to materially affect, Arvana’s internal control over financial reporting.

 21 

 

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. CYBERSECURITY

 

Limited Risk Management Strategy for Handling Sensitive Data

 

Arvana is committed to the integrity and security of the sensitive data that it collects, maintains, and transmits across its computer systems. Over the ordinary course of our business, Arvana and its third party service providers (such as charter booking services) collect, maintain, and transmit sensitive data including proprietary or confidential business information (such as operational data and personal information). The secure maintenance of this information is critical to our business and reputation.

 

Despite our efforts to implement robust security measures in reliance on administrative, technical, and physical safeguards, our risk management strategies and practices for protecting sensitive data are subject to certain limitations. A variety of factors give rise to these limitations including the evolving nature of cyber threats, resource constraints, and the inherent risks associated with the technologies we and third party service providers employ. Arvana relies on third parties including cloud vendors and consultants for various business functions. Many of our third-party service providers have access to our information systems and data, and we rely on such third parties for the operation of our business. We oversee third party service providers by conducting vendor diligence. Vendors are generally assessed for risk based on the nature of their service, access to data, and systems and supply chain risk.

 

Arvana’s current risk management strategy may not fully account for or mitigate the risks posed by emerging technologies or the potential impact of these limitations on our business. Financial liabilities, damage to our reputation, and erosion of customer trust could negatively affect our business operations and financial condition.

We have adopted a cybersecurity governance structure to identify, assess, and manage material risks from cybersecurity threats that include a framework to respond to and assess internal and external threats to the security, confidentiality, and integrity of Arvana’s data and information systems. Under which framework management is responsible for assessing and managing material risks that arise from cybersecurity threats. We have not engaged third-party qualified contractors or claim any management expertise from which to draw in the event of cybersecurity threats.

Governance of Cybersecurity Issues

When identified by management cybersecurity threats are to be immediately reported to Arvana’s Audit Committee. The Audit Committee has primary responsibility for oversight of cybersecurity threats once a cybersecurity threat has been reported to it by management. Matters to be considered by the Audit Committee include management risks relating to data privacy, technology, and information security. The Audit Committee must also consider Arvana’s cyber security measures and the back-up of information systems, along with what steps Arvana has taken to monitor and control cyber security exposure. Further, the Audit Committee is tasked with the responsibility for conferring with management and Arvana’s auditors as to the adequacy and effectiveness of information safeguards, cybersecurity policies, and internal controls that impact information security. The Audit Committee will be briefed on any material cybersecurity incidents that might adversely affect our business at least once each year, and such brief will include topics such as risk assessment, risk management, control decisions, service provider arrangements, the occurrence of security incidents, and the responses to security incidents with recommendations for changes or updates to policies and procedures.

 22 

 

 

While Arvana has not experienced cybersecurity incidents in the past, it cannot guarantee that our cybersecurity safeguards will prevent breaches or breakdowns of our third-party service providers’ information technology systems, particularly in the face of continually evolving cybersecurity threats and increasingly sophisticated threat actors.

A cybersecurity incident could materially affect our business, results of operations, financial condition, and reputation, in addition to potentially subjecting us to government investigations, litigation, fines, or other damages.

ITEM 6. OTHER INFORMATION

During the three months ended September 30, 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 7. 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.

 23 

 

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.

Date: November 25, 2024

 

By:

 /s/ James Kim  
  James Kim, Chief Executive Officer and acting Chief Financial Officer  
     

 

 24 

 

 

 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 Arvana 2022 Stock Incentive Plan dated September 30, 2022, filed with the Commission as an exhibit to Form 10-Q on November 22, 2022.
10.2 Employment Agreement dated September 1, 2022, filed with the Commission as an exhibit on Form 10-Q on November 22, 2022.
10.3 Business Purchase Agreement dated November 16, 2022, filed with the Commission as an exhibit on Form 8-K on November 16, 2022.
21 Subsidiaries filed with the Commission on Form 8-K on February 3, 2023.
31 Certification of the Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14 of the Securities and Exchange Act of 1934 as amended, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 (attached).
32 Certification of the 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 (attached).
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.

 

 25 

 

 

Exhibit 31

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, James Kim, certify that:

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

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

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

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

a)designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b)designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c)evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d)disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

a)all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b)any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 25, 2024

By:

 ___________________________________________  
  James Kim,  
  Chief Executive Officer and acting Chief Financial Officer  

 

Exhibit 32

 

CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

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

 

In connection with the report on Form 10-Q of Arvana Inc. for the quarterly period ended September 30, 2024, as filed with the Securities and Exchange Commission on the date hereof, I, James Kim, 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 Inc.

Date: November 25, 2024

By:

 ___________________________________________  
  James Kim,  
  Chief Executive Officer and acting Chief Financial Officer  

 

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.

v3.24.3
Cover - shares
 9 Months Ended
Sep. 30, 2024
Nov. 25, 2024
Cover [Abstract]    
Document Type 10-Q  
Amendment Flag false  
Document Quarterly Report true  
Document Transition Report false  
Document Period End Date Sep. 30, 2024  
Document Fiscal Period Focus Q3  
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 702  
Local Phone Number 899-1072  
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
v3.24.3
CONSOLIDATED BALANCE SHEETS - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Current assets:    
Cash and cash equivalents $ 9,257 $ 22,071
Other current assets 100 5,100
Total current assets 9,357 27,171
Non-current assets:    
Property and equipment, net 143,243 163,378
Intangible assets 26,000 26,000
Total non-current assets 169,243 189,378
Total assets 178,600 216,549
Current liabilities:    
Accounts payable and accrued liabilities 112,415 100,849
Related-party payables (Note 8) 1,200 46,200
Current portion of notes payable (Note 10) 769,145 79,438
Current portion of related-party notes payable 350,000 112,000
Total current liabilities 1,232,760 338,487
Long-term liabilities:    
Notes payable, net of current portion 134,228 840,188
Total long-term liabilities 134,228 840,188
Total liabilities 1,366,988 1,178,675
Stockholders’ equity (deficit):    
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at September 30, 2024, and 107,845,554 issued and 107,839,299 outstanding at December 31, 2023, respectively 107,847 107,847
Additional paid-in capital 36,641,016 36,490,304
Accumulated deficit (37,933,915) (37,556,941)
Total stockholders’ equity (deficit) before treasury stock (1,185,052) (958,790)
Less treasury stock - 6,255 common shares at September 30, 2024 and December 31, 2023, respectively (3,336) (3,336)
Total stockholders’ equity (deficit) (1,188,388) (962,126)
Total liabilities and stockholders’ equity (deficit) $ 178,600 $ 216,549
v3.24.3
CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares
Sep. 30, 2024
Dec. 31, 2023
Statement of Financial Position [Abstract]    
Common stock, par value $ 0.001 $ 0.001
Common stock, shares authorized 500,000,000 500,000,000
Common stock, shares issued 107,845,554 107,845,554
Common stock, shares outstanding 107,839,299 107,839,299
Treasury stock, common shares 6,255 6,255
v3.24.3
CONSOLIDATED STATEMENTS OF OPERATIONS (unaudited) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Revenue:        
Charter income $ 6,134 $ 10,580 $ 19,964 $ 23,634
Other income 0 0 0 0
Total revenue 6,134 10,580 19,964 23,634
Operating expenses:        
Cost of sales 11,041 14,973 26,802 23,384
Depreciation 6,713 5,851 20,135 17,552
General and administrative 69,885 93,061 295,475 307,459
Professional fees 14,131 13,828 36,636 56,872
Total operating expenses 101,770 127,713 379,048 405,267
Loss from operations (95,636) (117,133) (359,084) (381,633)
Other income (expense):        
Lease income 12,000 12,000 36,000 32,000
Interest income 520 0 549 5
Interest expense (18,598) (15,594) (54,439) (42,759)
Loss on asset purchase 0 0 0 (771,009)
Total other expense (6,078) (3,594) (17,890) (781,763)
Net loss $ (101,714) $ (120,727) $ (376,974) $ (1,163,396)
Net income (loss) per share:        
Basic $ (0.00) $ (0.00) $ (0.00) $ (0.01)
Diluted $ (0.00) $ (0.00) $ (0.00) $ (0.01)
Weighted average shares outstanding:        
Basic 107,839,299 107,839,299 107,839,299 107,839,299
Diluted 107,839,299 107,839,299 107,839,299 107,839,299
v3.24.3
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT) (unaudited) - USD ($)
Common Stock [Member]
Additional Paid-in Capital [Member]
Retained Earnings [Member]
Treasury Stock, Common [Member]
Total
Beginning balance, value at Dec. 31, 2022 $ 107,847 $ 36,240,352 $ (36,240,368) $ (3,336) $ 104,495
Beginning balance, shares at Dec. 31, 2022 107,845,554     (6,255)  
Share-based compensation 187,464 187,464
Net loss (1,163,396) (1,163,396)
Ending balance, value at Sep. 30, 2023 $ 107,847 36,427,816 (37,403,764) $ (3,336) (871,437)
Ending balance, shares at Sep. 30, 2023 107,845,554     (6,255)  
Beginning balance, value at Jun. 30, 2023 $ 107,847 36,377,274 (37,283,037) $ (3,336) (801,252)
Beginning balance, shares at Jun. 30, 2023 107,845,554     (6,255)  
Share-based compensation 50,542 50,542
Net loss (120,727) (120,727)
Ending balance, value at Sep. 30, 2023 $ 107,847 36,427,816 (37,403,764) $ (3,336) (871,437)
Ending balance, shares at Sep. 30, 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)
Beginning balance, shares at Dec. 31, 2023 107,845,554     (6,255)  
Share-based compensation 150,712 150,712
Net loss (376,974) (376,974)
Ending balance, value at Sep. 30, 2024 $ 107,847 36,641,016 (37,933,915) $ (3,336) (1,188,388)
Ending balance, shares at Sep. 30, 2024 107,845,554     (6,255)  
Beginning balance, value at Jun. 30, 2024 $ 107,847 36,595,588 (37,832,201) $ (3,336) (1,132,102)
Beginning balance, shares at Jun. 30, 2024 107,845,554     (6,255)  
Share-based compensation 45,428 45,428
Net loss (101,714) (101,714)
Ending balance, value at Sep. 30, 2024 $ 107,847 $ 36,641,016 $ (37,933,915) $ (3,336) $ (1,188,388)
Ending balance, shares at Sep. 30, 2024 107,845,554     (6,255)  
v3.24.3
CONSOLIDATED STATEMENTS OF CASH FLOWS (unaudited) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Cash flows from operating activities    
Net loss $ (376,974) $ (1,163,396)
Adjustments to reconcile net loss to net cash used in operating activities:    
Depreciation expense 20,135 17,552
Share-based compensation 150,712 187,464
Loss on asset purchase 0 771,009
Increase (decrease) in:    
Current assets 5,000 (8,000)
Accounts payable and accrued liabilities 11,566 44,542
Related-party payables 193,000 2,056
Net cash used in operating activities 3,439 (148,773)
Cash flows from investing activities:    
Cash paid for fixed assets 0 (5,743)
Cash paid for asset acquisition 0 (50,000)
Cash acquired from asset acquisition 0 4,089
Net cash used in investing activities 0 (51,654)
Cash flows from financing activities:    
Proceeds from loans payable 0 70,766
Issuance of common stock 0 0
Issuance cost 0 0
Payments on loans payable (16,253) (9,418)
Net cash provided by financing activities (16,253) 61,348
Net increase (decrease) in cash (12,814) (139,079)
Cash and cash equivalents, beginning of year 22,071 142,365
Cash and cash equivalents, end of period 9,257 3,286
Supplemental disclosures of cash flow information:    
Cash paid for interest 48,685 22,318
Non-cash investing and financing activities:    
Note payable issued for asset acquisition (see Note 3) 0 700,000
Liabilities assumed in asset acquisition $ 0 $ 234,904
v3.24.3
Pay vs Performance Disclosure - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Pay vs Performance Disclosure [Table]        
Net Income (Loss) $ (101,714) $ (120,727) $ (376,974) $ (1,163,396)
v3.24.3
Insider Trading Arrangements
 3 Months Ended
Sep. 30, 2024
Insider Trading Arrangements [Line Items]  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.24.3
Organization and Summary of Significant Accounting Policies
 9 Months Ended
Sep. 30, 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 nine-month periods ended September 30, 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.

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.

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.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At June 30, 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 share-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 share-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 September 30, 2024, and 7,950,000 at September 30, 2023, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive.

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.

Reclassifications

To conform with the current year presentation of depreciation expense the Company has reclassified depreciation of $5,851 and $17,552 from Cost of Sales included in the Operating Expenses section of the Consolidated Statements of Operations to its own line item for the three-month and nine-month periods ended September 30, 2023, respectively. 
v3.24.3
Going Concern
 9 Months Ended
Sep. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Going Concern

Note 2 – Going Concern

For the nine-month periods ended September 30, 2024 and September 30, 2023 the Company recognized a net loss of $376,974 and $1,163,396, respectively. The Company had a working capital deficit of $1,223,403 and an accumulated deficit of $37,933,915 as of September 30, 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.

v3.24.3
Asset Acquisition
 9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [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 total consideration of $750,000. The Company’s consolidated statements of operations from the Closing Date through December 31, 2023 indicate a net loss of $1,316,573.

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 December 31, 2023 the Company recorded an impairment loss of $771,009 on the excess amount. Assets acquired are as follows:

     
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 
 Loss on asset acquisition:     
Purchase price   750,000 
Net assets and (liabilities)   (21,009)
Net loss on asset acquisition  $728,991 

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.
v3.24.3
Property and Equipment
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Property and Equipment

Note 4 – Property and Equipment

Property and equipment consist of the following:

      
  

September 30, 2024

  December 31, 2023
Marine equipment  $181,675   $181,675 
Furniture and fixtures    5,672    5,672 
Total   187,347    187,347 
Less – accumulated depreciation   (37,391)   (23,969) 
Property and equipment, net  $149,956   $163,378  

Depreciation expense is $20,135 and $17,552 for the nine-month periods ended September 30, 2024 and 2023, respectively, and $6,713 and $5,851 for the three-month periods ended September 30, 2024 and 2023, respectively. Depreciation expense for the three-month and nine-month periods ended September 30, 2024 and 2023 is included in Operating Expenses on the Consolidated Statements of Operations.

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

v3.24.3
Intangible Assets
 9 Months Ended
Sep. 30, 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 September 30, 2024, and 2023, no impairment of this asset had occurred.

v3.24.3
Leases
 9 Months Ended
Sep. 30, 2024
Leases  
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 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 is $12,000 and $36,000 for the three-month and nine-month periods ended September 30, 2024, and $12,000 and $32,000 for the three-month and nine-month periods ended June 30, 2023. Cash flows from lease payments are expected to be as follows:

   
Year  Lease Amount
Remainder of 2024   $12,000 
2025    52,000 
Total    $64,000 

 
v3.24.3
Notes Payable
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Notes Payable

Note 7 – Notes Payable

 

Notes payable are as follows:  

          
  

September 30,

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.		  $120,954   $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.   13,275    20,270 
Note payable to seller, interest at 7.25%, due February 3, 2025, secured by membership interest in Down 2 Fish Charters, LLC.   700,000    700,000 
Note payable to majority shareholder, interest at 5.00%, matures February 22, 2025, unsecured.   300,000    —   
Note payable to majority shareholder, bearing no interest, matures April 23, 2025, unsecured.   50,000    —   
Note payable to majority shareholder, bearing no interest, with various maturities, unsecured.   —      112,000 
Note payable to a third party, bearing no interest, matures November 9, 2024, unsecured.   33,144    33,144 
Note payable to a third party, bearing no interest, matures July 16, 2024, unsecured.   10,000    10,000 
Past due note payable to a third party, bearing no interest, matured March 9, 2024, unsecured.   26,000    26,000 
Total notes payable   1,253,373    1,031,626 
Less – current portion of notes payable   (769,145)   (79,438)
Less – current portion of related-party notes payable   (350,000)   (112,000)
Total long-term portion  $134,228   $840,188 

 

Principal maturities of notes payable are as follows: 

 

      
Year  Amount
Remainder of 2024   $77,621 
2025    1,069,136 
2026    9,076 
2027    7,730 
2028    8,287 
Thereafter    81,523 
Total   $1,253,373 

 
v3.24.3
Related-Party Transactions and Loans Payable to Stockholders
 9 Months Ended
Sep. 30, 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. Subsequent to the end of the period the Board of Directors terminated the CEO’s employment for cause and appointed a new CEO on July 17, 2024. The new CEO’s compensation will be $60,000 per year beginning in August of 2024. At September 30, 2024 and December 31, 2023 accrued payroll of $0 and $30,000, respectively, is included in related-party payables.

During the year ended December 31, 2022 the Company issued 600,000 shares of common stock at the price of $0.067 with a fair value of $40,000 to settle $40,000 in accounts payable owed to a company controlled by the Company’s chief executive officer. There was no gain or loss on the settlement.

At September 30, 2024 and December 31, 2023 the Company accrued $1,200 and $1,200, respectively, to board members for services rendered. This amount is included in related-party payables.

At September 30, 2024 and December 31, 2023 the Company owed $0 and $15,000, respectively, to a company controlled by a related party for website creation, website development, and hosting services.

During the nine-month period ended September 30, 2024 and the year ended December 31, 2023 the Company recorded share-based compensation of $150,712 and $249,952, respectively, from the grant of stock options to its chief executive officer and board members.

During the nine-month period ended September 30, 2024 and the year ended December 31, 2023 the Company has repaid non-interest-bearing notes payable to related parties totaling $193,000 and $0, respectively, that were due at various dates between May 30, 2024 and January 15, 2025.

 

The Company has an interest bearing note payable to a related party for $300,000 due February 22, 2025.

 

The Company has a non-interest bearing note payable to a related party for $50,000 due April 23, 2025.

 
v3.24.3
Common Stock
 9 Months Ended
Sep. 30, 2024
Equity [Abstract]  
Common Stock

Note 9 – Common Stock

 

The Company has authorized 500,000,000 shares of common stock. Total shares were 107,845,554 shares issued and 107,839,299 shares outstanding as of September 30, 2024, and 107,845,554 shares issued and 107,839,299 shares outstanding as of December 31, 2023.

 

During the year ended December 31, 2022 the Company issued 4,800,000 shares of its restricted common stock at a price of $0.067 per share for total proceeds of $320,000. The Company incurred share issuance costs in the amount of $32,237 in relation to the share issuance.

 

During the year ended December 31, 2022 the Company issued 600,000 shares of common stock at the price of $0.067 to settle $40,000 of accounts payable owed to a company controlled by the Company’s chief executive officer. The Company incurred no share issuance costs in relation to the settlement.

 

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.

 

No common stock was issued during the year ended December 31, 2023.

 

During the nine-month period ended September 30, 2024 the Company issued 12,500,000 shares of restricted common stock at an approximate price of $0.008 per share as part of executing a consulting services agreement with the majority stockholder. The Company accounts for share-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for equity-based compensation arrangements and requires that the cost of all equity-based compensation arrangements be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. Subsequent to the end of the reporting period the Board of Directors approved the decision to exercise the claw-back provision included in the consulting services agreement for all 12,500,000 shares of restricted common stock. 

 
v3.24.3
Stock Options
 9 Months Ended
Sep. 30, 2024
Stock Options  
Stock Options

Note 10 – 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 share-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for employee stock options and 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. 600,000 options were forfeited by former members of the board of directors during the nine-month period ended September 30, 2024. Total share-based compensation is $150,712 for the nine-month period ended September 30, 2024 and $249,952 for the year ended December 31, 2023. The Company will recognize the remaining share-based compensation of $201,909 as follows:

   
Year   Amount
Remainder of 2024   $45,428 
2025    151,848 
2026    2,527 
2027    2,106 
Total   $201,909 
v3.24.3
Subsequent Events
 9 Months Ended
Sep. 30, 2024
Subsequent Events [Abstract]  
Subsequent Events

Note 11 - Subsequent Events

The Company evaluated its September 30, 2024 financial statements for subsequent events through the date the financial statements were issued. No significant events occurred. 
v3.24.3
Organization and Summary of Significant Accounting Policies (Policies)
 9 Months Ended
Sep. 30, 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 nine-month periods ended September 30, 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.
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.
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.
Concentration of Credit Risk

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At June 30, 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 share-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 share-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 September 30, 2024, and 7,950,000 at September 30, 2023, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive.
Recently Issued Accounting Pronouncements Adopted by the Company

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.
Reclassifications

Reclassifications

To conform with the current year presentation of depreciation expense the Company has reclassified depreciation of $5,851 and $17,552 from Cost of Sales included in the Operating Expenses section of the Consolidated Statements of Operations to its own line item for the three-month and nine-month periods ended September 30, 2023, respectively. 
v3.24.3
Asset Acquisition (Tables)
 9 Months Ended
Sep. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]  
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 
 Loss on asset acquisition:     
Purchase price   750,000 
Net assets and (liabilities)   (21,009)
Net loss on asset acquisition  $728,991 
v3.24.3
Property and Equipment (Tables)
 9 Months Ended
Sep. 30, 2024
Property, Plant and Equipment [Abstract]  
Schedule of property and equipment
      
  

September 30, 2024

  December 31, 2023
Marine equipment  $181,675   $181,675 
Furniture and fixtures    5,672    5,672 
Total   187,347    187,347 
Less – accumulated depreciation   (37,391)   (23,969) 
Property and equipment, net  $149,956   $163,378  
v3.24.3
Leases (Tables)
 9 Months Ended
Sep. 30, 2024
Leases  
Schedule of lease payments
   
Year  Lease Amount
Remainder of 2024   $12,000 
2025    52,000 
Total    $64,000 
v3.24.3
Notes Payable (Tables)
 9 Months Ended
Sep. 30, 2024
Debt Disclosure [Abstract]  
Schedule of notes payable
          
  

September 30,

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.		  $120,954   $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.   13,275    20,270 
Note payable to seller, interest at 7.25%, due February 3, 2025, secured by membership interest in Down 2 Fish Charters, LLC.   700,000    700,000 
Note payable to majority shareholder, interest at 5.00%, matures February 22, 2025, unsecured.   300,000    —   
Note payable to majority shareholder, bearing no interest, matures April 23, 2025, unsecured.   50,000    —   
Note payable to majority shareholder, bearing no interest, with various maturities, unsecured.   —      112,000 
Note payable to a third party, bearing no interest, matures November 9, 2024, unsecured.   33,144    33,144 
Note payable to a third party, bearing no interest, matures July 16, 2024, unsecured.   10,000    10,000 
Past due note payable to a third party, bearing no interest, matured March 9, 2024, unsecured.   26,000    26,000 
Total notes payable   1,253,373    1,031,626 
Less – current portion of notes payable   (769,145)   (79,438)
Less – current portion of related-party notes payable   (350,000)   (112,000)
Total long-term portion  $134,228   $840,188 
Schedule of principal maturities of notes payable
      
Year  Amount
Remainder of 2024   $77,621 
2025    1,069,136 
2026    9,076 
2027    7,730 
2028    8,287 
Thereafter    81,523 
Total   $1,253,373 
v3.24.3
Stock Options (Tables)
 9 Months Ended
Sep. 30, 2024
Stock Options  
Schedule of remaining share-based compensation
   
Year   Amount
Remainder of 2024   $45,428 
2025    151,848 
2026    2,527 
2027    2,106 
Total   $201,909 
v3.24.3
Organization and Summary of Significant Accounting Policies (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]        
Antidilutive shares     7,950,000 7,950,000
Depreciation $ 6,713 $ 5,851 $ 20,135 $ 17,552
v3.24.3
Going Concern (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]          
Net loss $ 101,714 $ 120,727 $ 376,974 $ 1,163,396  
Working capital deficit 1,223,403   1,223,403    
Accumulated deficit $ 37,933,915   $ 37,933,915   $ 37,556,941
v3.24.3
Asset 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
 Loss on asset acquisition:  
Purchase price 750,000
Net assets and (liabilities) (21,009)
Net loss on asset acquisition $ 728,991
v3.24.3
Asset Acquisition (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Feb. 03, 2023
Sep. 30, 2024
Sep. 30, 2023
Dec. 31, 2023
Business Acquisition [Line Items]        
Payments to acquire business   $ (0) $ 50,000  
Business combination excess of cost over fair value $ 750,000      
Loss on asset purchase       $ 771,009
Property, Plant and Equipment [Member]        
Business Acquisition [Line Items]        
Property and equipment acquired estimated fair value   $ 178,706    
Down 2 Fish Charters LLC [Member]        
Business Acquisition [Line Items]        
Payments to acquire business 50,000      
Business combination cash issued 700,000      
Business combination total consideration 750,000      
Business combination net loss       $ 1,316,573
Business combination excess of cost over fair value $ 771,009      
v3.24.3
Property and Equipment (Details) - USD ($)
Sep. 30, 2024
Dec. 31, 2023
Property, Plant and Equipment [Line Items]    
Total $ 187,347 $ 187,347
Less – accumulated depreciation (37,391) (23,969)
Property and equipment, net 149,956 163,378
Marine Services Equipment [Member]    
Property, Plant and Equipment [Line Items]    
Total 181,675 181,675
Furniture and Fixtures [Member]    
Property, Plant and Equipment [Line Items]    
Total $ 5,672 $ 5,672
v3.24.3
Property and Equipment (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Property, Plant and Equipment [Abstract]        
Depreciation expense $ 6,713 $ 5,851 $ 20,135 $ 17,552
v3.24.3
Intangible Assets (Details Narrative) - USD ($)
 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]    
Impairment charges $ 0 $ 0
v3.24.3
Leases (Details)
Sep. 30, 2024
USD ($)
Leases  
Remainder of 2024 $ 12,000
2025 52,000
Total $ 64,000
v3.24.3
Leases (Details Narrative) - USD ($)
 3 Months Ended 9 Months Ended
Sep. 30, 2024
Sep. 30, 2023
Sep. 30, 2024
Sep. 30, 2023
Leases        
Monthly rental payments     $ 4,000  
Lease income $ 12,000 $ 12,000 $ 36,000 $ 32,000
v3.24.3
Notes Payable (Details) - USD ($)
 9 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Debt Instrument [Line Items]    
Total notes payable $ 1,253,373 $ 1,031,626
Less - current portion (769,145) (79,438)
Less - current portion of related-party notes payable (350,000) (112,000)
Total long-term portion $ 134,228 840,188
Notes Payable to Banks [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 6.75%  
Debt instrument maturity date Aug. 15, 2039  
Total notes payable $ 120,954 130,212
Notes Payable To Banks 1 [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 7.49%  
Debt instrument maturity date Mar. 15, 2037  
Total notes payable $ 13,275 20,270
Notes Payable To Seller [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 7.25%  
Debt instrument maturity date Feb. 03, 2025  
Total notes payable $ 700,000 700,000
Note Payable To Majority Shareholder [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 5.00%  
Debt instrument maturity date Feb. 22, 2025  
Total notes payable $ 300,000 0
Note Payable To Majority Shareholder 1 [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 0.00%  
Debt instrument maturity date Apr. 23, 2025  
Total notes payable $ 50,000 0
Note Payable To Majority Shareholder 2 [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 0.00%  
Total notes payable $ 0 112,000
Notes Payable To Third Party [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 0.00%  
Debt instrument maturity date Nov. 09, 2024  
Total notes payable $ 33,144 33,144
Notes Payable To Third Party 1 [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 0.00%  
Debt instrument maturity date Jul. 16, 2024  
Total notes payable $ 10,000 10,000
Notes Payable To Third Party 2 [Member]    
Debt Instrument [Line Items]    
Debt instrument interest rate 0.00%  
Debt instrument maturity date Mar. 09, 2024  
Total notes payable $ 26,000 $ 26,000
v3.24.3
Notes Payable (Details 1)
Sep. 30, 2024
USD ($)
Debt Disclosure [Abstract]  
Remainder of 2024 $ 77,621
2025 1,069,136
2026 9,076
2027 7,730
2028 8,287
Thereafter 81,523
Total $ 1,253,373
v3.24.3
Related-Party Transactions and Loans Payable to Stockholders (Details Narrative) - USD ($)
 1 Months Ended 9 Months Ended 12 Months Ended
Aug. 31, 2024
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Accrued payroll   $ 0 $ 30,000  
Accrued to board members for services rendered   1,200 1,200  
Share-based compensation   150,712 249,952  
Non-interest-bearing notes payable to related parties   193,000 0  
Notes issued interest bearing   300,000    
Non-interest bearing note payable to related party   50,000    
Common Stock [Member]        
Number of shares issued, shares       600,000
Number of shares issued       $ 0.067
Number of shares issued, value       $ 40,000
Amount owed to a company by a related part       40,000
Chief Executive Officer [Member]        
Due to related parties other $ 60,000     120,000
Share-based compensation   150,712 249,952  
Chief Executive Officer [Member] | Employment Agreement [Member]        
Due to related parties other       $ 90,000
Related Party [Member]        
Amount owed to a company by a related part   $ 0    
Officer [Member]        
Amount owed to a company by a related part     $ 15,000  
v3.24.3
Common Stock (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2022
Dec. 31, 2023
Common stock, shares authorized 500,000,000   500,000,000
Common stock, shares issued 107,845,554   107,845,554
Common stock, shares outstanding 107,839,299   107,839,299
Restricted Stock [Member]      
Shares of restricted common stock issued 12,500,000 4,800,000  
Share price $ 0.008 $ 0.067  
Total proceeds   $ 320,000  
Share issuance costs   $ 32,237  
Restricted Stock [Member] | Consulting Services Agreement [Member]      
Shares of restricted common stock issued 12,500,000    
Restricted Stock [Member] | Chief Executive Officer [Member]      
Shares of restricted common stock issued   600,000  
Share price   $ 0.067  
Share issuance costs   $ 0  
Account payable   $ 40,000  
v3.24.3
Stock Options (Details)
 9 Months Ended
Sep. 30, 2024
USD ($)
Stock Options  
Remainder of 2024 $ 45,428
2025 151,848
2026 2,527
2027 2,106
Total $ 201,909
v3.24.3
Stock Options (Details Narrative) - USD ($)
 9 Months Ended 12 Months Ended
Sep. 30, 2024
Dec. 31, 2023
Dec. 31, 2022
Options outstanding     7,950,000
Exercise prices     $ 0.09
Option forfeited 600,000    
Share-based compensation $ 150,712 $ 249,952  
Remaining share-based compensation $ 201,909    
Minimum [Member]      
Vesting periods     2 years
Maximum [Member]      
Vesting periods     5 years
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