AVNI Arvana Inc (PK)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

 

(Mark One)

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

 

(801) 232-7395

(Registrant’s telephone number, including area code)

 

n/a

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

 

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

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

Yes ☒  No ☐

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

Yes ☒  No ☐

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

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

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

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

Yes ☐  No ☒

The number of shares outstanding of the issuer’s common stock, par value $0.001 (the only class of voting stock) on August 20, 2024 was 107,839,299.

TABLE OF CONTENTS

 

PART I	FINANCIAL INFORMATION	PAGE
Item 1.	Financial Statements	3
	Consolidated Balance Sheets	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 Results of Operations	17
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	22
Item 4.	Controls and Procedures	22
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	23
Item 1A.	Risk Factors	23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	23
Item 3.	Defaults Upon Senior Securities	23
Item 4.	Mine Safety Disclosures	23
Item 5.	Cyber security	23
Item 6.	Other Information	24
Item 7.	Exhibits	24
	Signatures	25
	Index to Exhibits	26

 

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, 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.

ARVANA INC.

CONSOLIDATED BALANCE SHEETS

 

		June 30,				December 31,
		2024				2023
		(unaudited)
ASSETS
Current assets:
Cash and cash equivalents		$	16,226			$	22,071
Other current assets			5,100				5,100
Total current assets			21,326				27,171
Non-current assets:
Property and equipment, net			149,956				163,378
Intangible assets			26,000				26,000
Total non-current assets			175,956				189,378
Total assets		$	197,282			$	216,549
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current liabilities:
Accounts payable and accrued liabilities		$	71,747			$	100,849
Related-party payables (Note 8)			600				46,200
Current portion of notes payable (Note 10)			781,285				79,438
Current portion of related-party notes payable			350,000				112,000
Total current liabilities			1,203,632				338,487
Long-term liabilities:
Notes payable, net of current portion			125,752				840,188
Total long-term liabilities			125,752				840,188
Total liabilities			1,329,384				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 June 30, 2024, and December 31, 2023			107,847				107,847
Additional paid-in capital			36,595,588				36,490,304
Accumulated deficit			(37,832,201	)			(37,556,941	)
Total stockholders’ equity (deficit) before treasury stock			(1,128,766	)			(958,790	)
Less treasury stock - 6,255 common shares at June 30, 2024 and December 31, 2023, respectively			(3,336	)			(3,336	)
Total stockholders’ equity (deficit)			(1,132,102	)			(962,126	)
Total liabilities and stockholders’ equity (deficit)		$	197,282			$	216,549

  

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

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited) 

 

		Three months ended								Six months ended
		June 30								June 30
		2024				2023				2024				2023
Revenue:
Charter income		$	13,830			$	13,054			$	13,830			$	13,054
Other income			—				525				—				525
Total revenue			13,830				13,579				13,830				13,579
Operating expenses:
Cost of sales			15,761				8,781				15,761				9,041
Depreciation			6,711				5,851				13,422				11,701
General and administrative			118,723				102,113				225,590				214,292
Professional fees			11,044				6,581				22,505				43,044
Total operating expenses			152,239				123,326				277,278				278,078
Loss from operations			(138,409	)			(109,747	)			(263,448	)			(264,499	)
Other income (expense):
Lease income			12,000				12,000				24,000				20,000
Interest income			11				1				29				5
Interest expense			(19,425	)			(16,523	)			(35,841	)			(27,166	)
Loss on asset purchase			—				—				—				(771,009	)
Total other expense			(7,414	)			(4,522	)			(11,812	)			(778,170	)
Net loss		$	(145,823	)		$	(114,269	)		$	(275,260	)		$	(1,042,669	)
Per common share information - basic and diluted:
Weighted average shares outstanding - basic			107,839,299				107,839,299				107,839,299				107,839,229
Net loss per common share - basic		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)
Weighted average shares outstanding - diluted			107,839,299				107,839,299				107,839,299				107,839,229
Net loss per common share - diluted		$	(0.00	)		$	(0.00	)		$	(0.00	)		$	(0.01	)

  

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

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY (DEFICIT)

Three and Six Months Ended June 30, 2024 and 2023

(Unaudited) 

 

		Common Stock																Treasury Stock
		Shares				Amount				Additional Paid-in Capital				Accumulated Deficit				Shares				Amount				Total Stockholders’ Equity (Deficit)
Three months ended June 30, 2023:
Balance March 31, 2023			107,845,554			$	107,847			$	36,314,786			$	(37,168,768	)		$	(6,255	)		$	(3,336	)		$	(749,971	)
Share-based compensation			—				—				62,488				—				—				—				62,488
Net loss			—				—				—				(114,269	)			—				—				(114,269	)
Balance June 30, 2023			107,845,554			$	107,847			$	36,377,274			$	(37,283,037	)		$	(6,255	)		$	(3,336	)		$	(801,252	)
Three months ended June 30, 2024:
Balance March 31, 2024			107,845,554			$	107,847			$	36,550,160			$	(37,686,378	)		$	(6,255	)		$	(3,336	)		$	(1,031,707	)
Share-based compensation			—				—				45,428				—				—				—				45,428
Net loss			—				—				—				(145,823	)			—				—				(145,823	)
Balance June 30, 2024			107,845,554			$	107,847			$	36,595,588			$	(37,832,201	)		$	(6,255	)		$	(3,336	)		$	(1,132,102	)
Six months ended June 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			—				—				136,922				—				—				—				136,922
Net loss			—				—				—				(1,042,669	)			—				—				(1,042,669	)
Balance June 30, 2023			107,845,554			$	107,847			$	36,377,274			$	(37,283,037	)			(6,255	)		$	(3,336	)		$	(801,252	)
Six months ended June 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			—				—				105,284				—				—				—				105,284
Net loss			—				—				—				(275,260	)			—				—				(275,260	)
Balance June 30, 2024			107,845,554			$	107,847			$	36,595,588			$	(37,832,201	)			(6,255	)		$	(3,336	)		$	(1,132,102	)

   

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

 

 

ARVANA INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

Six-Months Ended June 30, 2024, and 2023

(Unaudited)

 

		2024				2023
Cash flows from operating activities
Net loss		$	(275,260	)		$	(1,042,669	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense			13,422				11,701
Share-based compensation			105,284				136,922
Loss on asset purchase			—				771,009
Increase (decrease) in:
Accounts payable and accrued liabilities			(29,102	)			19,091
Related-party payables			(45,600	)			4,656
Net cash used in operating activities			(231,256	)			(99,290	)
Cash flows from investing activities:
Cash paid for asset acquisition			—				(50,000	)
Cash acquired from asset acquisition			—				4,089
Net cash used in investing activities			—				(45,911	)
Cash flows from financing activities:
Proceeds from loans payable			—				25,266
Payments on loans payable			(12,589	)			(3,779	)
Proceeds from related-party notes payable			370,000				(0	)
Payments on related-party notes payable			(132,000	)			(0	)
Net cash provided by financing activities			225,411				21,487
Net increase (decrease) in cash			(5,845	)			(123,714	)
Cash and cash equivalents, beginning of year			22,071				142,365
Cash and cash equivalents, end of period		$	16,226			$	18,651
Supplemental disclosures of cash flow information:
Cash paid for interest		$	30,087			$	6,724
Non-cash investing and financing activities:
Note payable issued for asset acquisition (Note 3)		$	—			$	700,000
Liabilities assumed in asset acquisition (Note 3)		$	—			$	234,904

  

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

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 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 six-month periods ended June 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.

Stock split

On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective March 31, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements. 

8

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited) 

 

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

Financial Instruments

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

Cash—the carrying amount approximates fair value.

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

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At 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.

9

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited) 

 

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

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 June 30, 2024, and 7,950,000 at June 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.

Note 2 – Going Concern

For the six-month periods ended June 30, 2024 and June 30, 2023 the Company recognized a net loss of $275,260 and $1,042,669, respectively. The Company had a working capital deficit of $1,182,305 and an accumulated deficit of $37,832,201 as of June 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

JUNE 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:

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

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

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

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

11

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited) 

 

Note 4 – Property and Equipment

Property and equipment consist of the following:

Schedule of property and equipment
		June 30, 2024 (unaudited)				December 31, 2023
Marine Equipment		$	181,675			$	181,675
Furniture and fixtures			5,672				5,672
Total			187,347				187,347
Less – accumulated depreciation			(37,391	)			(23,969	)
Property and equipment, net		$	149,956			$	163,378

Depreciation expense is $13,422 and $11,701 for the six-month periods ended June 30, 2024 and 2023, respectively, and $6,711 and $5,851 for the three-month periods ended June 30, 2024 and 2023, respectively. Depreciation expense for the three-month and six-month periods ended June 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 (Note 6).

Note 5 – Intangible Assets

The Company acquired a perpetual federal fishing license, from the acquisition of assets (see Note 3), which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. As of June 30, 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 $24,000 for the three-month and six-month periods ended June 30, 2024, and $12,000 and $20,000 for the three-month and six-month periods ended June 30, 2023. Cash flows from lease payments are expected to be received as follows:

Schedule of lease payments
Year			Lease amount
Remainder of 2024			$	24,000
2025				52,000
Total			$	76,000

 

12

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited) 

 

Note 7 – 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 June 30, 2024, and 107,845,554 shares issued and 107,839,299 shares outstanding as of December 31, 2023.

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

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

During the six-month period ended June 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. In accordance with ASC 718 compensation would be recorded if it is probable the performance condition will be met. Given that the Company plans to claw back the shares, the performance condition will not be met and hence the Company did not record any compensation expense related to this agreement.

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 June 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 June 30, 2024 and December 31, 2023 the Company accrued $600 and $1,200, respectively, to board members for services rendered. This amount is included in related-party payables.

At June 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 six-month period ended June 30, 2024 and the year ended December 31, 2023 the Company recorded share-based compensation of $105,284 and $249,952, respectively, from the grant of stock options to its chief executive officer and board members.

13

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited) 

 

Note 8 - Related-Party Transactions and Loans Payable to Stockholders – (continued)

During the six-month period ended June 30, 2024 and the year ended December 31, 2023 the Company has repaid non-interest-bearing notes payable to related parties totaling $132,000 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 totaling $300,000 that is due on February 22, 2025.

 

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

 

Note 9 – Stock Options

The Company adopted the 2022 Stock Incentive Plan (“the Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for 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. During the six-month period ended June 30, 2024 there have been no changes in the number of options outstanding. Total share-based compensation is $105,284 for the six-month period ended June 30, 2024 and $249,952 for the year ended December 31, 2023. The remaining share-based compensation of $247,337 will be recognized as follows:

Schedule of remaining share-based compensation
Year			Amount
Remainder of 2024			$	90,856
2025				151,848
2026				2,527
2027				2,106
Total			$	247,337

14

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited) 

 

Note 10 – Notes Payable

Notes payable at June 30, 2024 and December 31, 2023 are as follows:

Schedule of notes payable
		June 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.		$	121,247			$	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.			16,646				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			1,257,037				1,031,626
Less – current portion of notes payable			(781,285	)			(79,438	)
Less – current portion of related-party notes payable			(350,000	)			(112,000	)
Total long-term portion		$	125,752			$	840,188

Principal maturities of notes payable are as follows:

Schedule of principal maturities of notes payable
Year			Amount
Remainder of 2024			$	81,285
2025				1,069,136
2026				9,076
2027				7,730
2028				8,287
Thereafter				81,523
Total			$	1,257,037

15

 

 

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

JUNE 30, 2024

(unaudited) 

Note 11 - Subsequent Events

The Company evaluated its June 30, 2024 financial statements for subsequent events through the date the financial statements were issued.

On July 17, 2024 the Board of Directors removed Ruairidh Campbell and Shawn Teigen from their positions as Directors and terminated the employment of Ruairidh Campbell as CEO, CFO, and CAO. All unvested stock options were forfeited upon termination for cause in accordance with the terms of the 2022 Stock Incentive Plan. According to the terms of the Plan any vested stock options must be exercised within 30 days of termination for cause. As of August 19, 2024, the first business day after the passage of the 30-day period, neither Ruairidh Campbell nor Shawn Teigen had exercised their options. Therefore, both parties forfeited all previously vested stock options.

 

On July 17, 2024 the Board of Directors elected James Kim to serve as a Director and appointed James Kim to serve as the CEO and interim CFO.

 

On August 15, 2024 the Board of Directors approved the decision to exercise the claw-back provision included in the consulting services agreement previously executed with the majority shareholder for the 12,500,000 shares of restricted common stock issued.

 

 

 

Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

As used herein the terms “Arvana,” “we,” “our,” and “us” refer to Arvana Inc., its subsidiary, and its predecessor, unless context indicates otherwise. Any distinct references to Down2Fish refer to Down 2 Fish Charters, LLC, a wholly owned subsidiary of Arvana. 

FORWARD LOOKING STATEMENTS

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

Our fiscal year end is December 31. All information presented herein is based on the three-month and six-month periods ended June 30, 2024 and June 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.

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 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 six-month period ended June 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 six-month periods ended June 30, 2024, as compared to the three-month and six-month periods ended June 30, 2023, were as follows below:

		Three Months Ended June 30								Six Months Ended June 30
		2024				2023				2024				2023
Revenue		$	13,830			$	13,579			$	13,830			$	13,579
Operating expenses			152,239				123,326				277,278				278,078
Loss from Operations			(138,409	)			(109,747	)			(263,448	)			(264,499	)
Other Income (Expense)			(7,414	)			(4,522	)			(11,812	)			(778,170	)
Net Losses		$	(145,823	)		$	(114,269	)		$	(275,260	)		$	(1,042,669	)

Revenue

Charter revenue from operations for the three-month period ended June 30, 2024 is $13,830 as compared to $13,054 for the comparable three-month period ended June 30, 2023, an increase of 5.9%, and as compared to $0 for the three-month period ended March 31, 2024. Charter revenue from operations for the six-month period ended June 30, 2024 is $13,830 as compared to $13,054 for the comparable six month period ended June 30, 2023, an increase of 5.9%, and as compared to $0 for the three-month period ended March 31, 2024. Revenue is comprised of fishing charter services.

We expect charter revenue to increase in the third quarter of 2024 as the charter fishing season is in full swing and then to taper off in the final quarter of 2024 as the fishing season comes to an end.

Operating Expenses

Operating expenses for the three-month period ended June 30, 2024 are $152,239 as compared to $123,326 for the three-month period ended June 30, 2023, an increase of 23.4%, and as compared to $125,039 for the three-month period ended March 31, 2024, an increase of 21.8%. Operating expenses for the six-month period ended June 30, 2024 are $277,278 as compared to $278,078 for the six-month period ended June 30, 2023, an decrease of 0.3%. 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 twelve months.

Other Expense

Other expense for the three-month period ended June 30, 2024 is $7,414 as compared to other expense of $4,522 for the three-month period ended June 30, 2023, and as compared to other expense of $4,398 for the three-month period ended March 31, 2024. Other expense for the six-month period ended June 30, 2024 is $11,812 as compared to other expense of $778,170 for the six-month period ended June 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 June 30, 2024 is $145,823 as compared to a net loss of $114,269 for the three-month period ended June 30, 2023, an increase of 27.6%. Net loss for the six month period ended June 30, 2024 is $275,260 as compared to net loss of $1,042,669 for the six-month period ended June 30, 2023, a decrease of 73.6%. 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.

Capital Expenditures

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

Liquidity and Capital Resources

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

We had current assets of $21,326 as of June 30, 2024 consisting of cash and a bond as compared to current assets of $23,751 as of June 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 $197,282 as of June 30, 2024 consisting of current assets, property, equipment, and intangible assets as compared to total assets of $216,756 as of June 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 $1,203,632 as of June 30, 2024 consisting of accounts payable, related-party payables, and the current portion of long-term debt as compared to current liabilities of $130,363 as of June 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 $1,329,384 as of June 30, 2024 consisting of current liabilities and notes payable net of current portion as compared to total liabilities of $1,018,008 as of June 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 six-month period ended June 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 $1,182,306 as of June 30, 2024 as compared to a working capital deficit of $106,612 as of June 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 $1,132,102 as of June 30, 2024 as compared to a net stockholders' deficit of $801,252 as of June 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 used in operating activities for the six-month period ended June 30, 2024 is $231,256 as compared to net cash used in operating activities of $99,290 for the six-month period ended June 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.

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 six-month period ended June 30, 2024 is $0 as compared to net cash used in investing activities of $45,911 for the six-month period ended June 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 provided by financing activities for the six-month period ended June 30, 2024 is $225,411 as compared to net cash provided by financing activities of $21,487 for the six-month period ended June 30, 2023. Net cash provided by financing activities in the six-month period ended June 30, 2024 is attributed to proceeds from related-party loans payable offset by payments on loans payable. Net cash provided by financing activities in the six-month period ended June 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 June 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 June 30, 2024.

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

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 has 30 days to exercise his vested options or they will be forfeited. Two members of the Board of Directors were removed effective July 17, 2024. These former members have 30 days to exercise their vested options or they will be forfeited.

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

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.”

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 June 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 June 30, 2024, that materially affected, or are reasonably likely to materially affect, Arvana’s internal control over financial reporting.

PART II

ITEM 1. LEGAL PROCEEDINGS.

None.

ITEM 1A. RISK FACTORS

Not required of smaller reporting companies.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. 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.

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 June 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.

SIGNATURES

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

ARVANA INC.

By:	/s/ James Kim
	James Kim, Chief Executive Officer and acting Chief Financial Officer
Date:	August 20, 2024

 INDEX TO EXHIBITS

S-K Number	Description
2.1	Business Purchase Agreement filed with the Commission as an exhibit to Form 8-K on November 16, 2022.
3.1	Articles of Incorporation filed with the Commission as an exhibit to Form 10-SB on May 24, 2000.
3.1.1	Amended and Restated Articles of Incorporation filed with the Commission as an exhibit to Form 8-K on October 12, 2010.
3.1.2	Amended and Restated Articles of Incorporation filed with the Commission as an exhibit to Schedule 14C on February 2, 2021.
3.2	Amended and Restated Bylaws filed with the Commission as exhibit to Form 10-SB on May 24, 2000.
10.1	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.

 

 

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

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

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

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

a)

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

b)

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

c)

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

d)

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

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

a)

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

b)

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

 

August 20, 2024

/s/ James Kim

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 June 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.

 

/s/ James Kim

James Kim

Chief Executive Officer and acting Chief Financial Officer

 

Date: August 20, 2024

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

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

v3.24.2.u1

Cover - shares	6 Months Ended
	Jun. 30, 2024	Aug. 20, 2024
Cover [Abstract]
Document Type	10-Q
Amendment Flag	false
Document Quarterly Report	true
Document Transition Report	false
Document Period End Date	Jun. 30, 2024
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity File Number	0-30695
Entity Registrant Name	ARVANA INC.
Entity Central Index Key	0001113313
Entity Tax Identification Number	87-0618509
Entity Incorporation, State or Country Code	NV
Entity Address, Address Line One	299 Main Street
Entity Address, Address Line Two	13th Floor
Entity Address, City or Town	Salt Lake City
Entity Address, State or Province	UT
Entity Address, Postal Zip Code	84111
City Area Code	801
Local Phone Number	232-7395
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		107,839,299

v3.24.2.u1

CONSOLIDATED BALANCE SHEETS - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 16,226	$ 22,071
Other current assets	5,100	5,100
Total current assets	21,326	27,171
Non-current assets:
Property and equipment, net	149,956	163,378
Intangible assets	26,000	26,000
Total non-current assets	175,956	189,378
Total assets	197,282	216,549
Current liabilities:
Accounts payable and accrued liabilities	71,747	100,849
Related-party payables (Note 8)	600	46,200
Current portion of notes payable (Note 10)	781,285	79,438
Current portion of related-party notes payable	350,000	112,000
Total current liabilities	1,203,632	338,487
Long-term liabilities:
Notes payable, net of current portion	125,752	840,188
Total long-term liabilities	125,752	840,188
Total liabilities	1,329,384	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 June 30, 2024, and December 31, 2023	107,847	107,847
Additional paid-in capital	36,595,588	36,490,304
Accumulated deficit	(37,832,201)	(37,556,941)
Total stockholders’ equity (deficit) before treasury stock	(1,128,766)	(958,790)
Less treasury stock - 6,255 common shares at June 30, 2024 and December 31, 2023, respectively	(3,336)	(3,336)
Total stockholders’ equity (deficit)	(1,132,102)	(962,126)
Total liabilities and stockholders’ equity (deficit)	$ 197,282	$ 216,549

v3.24.2.u1

CONSOLIDATED BALANCE SHEETS (Parenthetical) - $ / shares	Jun. 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

v3.24.2.u1

CONSOLIDATED STATEMENTS OF OPERATIONS (Unaudited) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Revenue:
Charter income	$ 13,830	$ 13,054	$ 13,830	$ 13,054
Other income	0	525	0	525
Total revenue	13,830	13,579	13,830	13,579
Operating expenses:
Cost of sales	15,761	8,781	15,761	9,041
Depreciation	6,711	5,851	13,422	11,701
General and administrative	118,723	102,113	225,590	214,292
Professional fees	11,044	6,581	22,505	43,044
Total operating expenses	152,239	123,326	277,278	278,078
Loss from operations	(138,409)	(109,747)	(263,448)	(264,499)
Other income (expense):
Lease income	12,000	12,000	24,000	20,000
Interest income	11	1	29	5
Interest expense	(19,425)	(16,523)	(35,841)	(27,166)
Loss on asset purchase	0	0	0	(771,009)
Total other expense	(7,414)	(4,522)	(11,812)	(778,170)
Net loss	$ (145,823)	$ (114,269)	$ (275,260)	$ (1,042,669)
Per common share information - basic and diluted:
Weighted average shares outstanding - basic	107,839,299	107,839,299	107,839,299	107,839,229
Net loss per common share - basic	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)
Weighted average shares outstanding - diluted	107,839,299	107,839,299	107,839,299	107,839,229
Net loss per common share - diluted	$ (0.00)	$ (0.00)	$ (0.00)	$ (0.01)

v3.24.2.u1

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		136,922			136,922
Net loss			(1,042,669)		(1,042,669)
Ending balance, value at Jun. 30, 2023	$ 107,847	36,377,274	(37,283,037)	$ (3,336)	(801,252)
Ending balance, shares at Jun. 30, 2023	107,845,554			(6,255)
Beginning balance, value at Mar. 31, 2023	$ 107,847	36,314,786	(37,168,768)	$ (3,336)	(749,971)
Beginning balance, shares at Mar. 31, 2023	107,845,554			(6,255)
Share-based compensation		62,488			62,488
Net loss			(114,269)		(114,269)
Ending balance, value at Jun. 30, 2023	$ 107,847	36,377,274	(37,283,037)	$ (3,336)	(801,252)
Ending balance, shares at Jun. 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		105,284			105,284
Net loss			(275,260)		(275,260)
Ending balance, value at Jun. 30, 2024	$ 107,847	36,595,588	(37,832,201)	$ (3,336)	(1,132,102)
Ending balance, shares at Jun. 30, 2024	107,845,554			(6,255)
Beginning balance, value at Mar. 31, 2024	$ 107,847	36,550,160	(37,686,378)	$ (3,336)	(1,031,707)
Beginning balance, shares at Mar. 31, 2024	107,845,554			(6,255)
Share-based compensation		45,428			45,428
Net loss			(145,823)		(145,823)
Ending balance, value at Jun. 30, 2024	$ 107,847	$ 36,595,588	$ (37,832,201)	$ (3,336)	$ (1,132,102)
Ending balance, shares at Jun. 30, 2024	107,845,554			(6,255)

v3.24.2.u1

CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Cash flows from operating activities
Net loss	$ (275,260)	$ (1,042,669)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense	13,422	11,701
Share-based compensation	105,284	136,922
Loss on asset purchase	0	771,009
Increase (decrease) in:
Accounts payable and accrued liabilities	(29,102)	19,091
Related-party payables	(45,600)	4,656
Net cash used in operating activities	(231,256)	(99,290)
Cash flows from investing activities:
Cash paid for asset acquisition	0	(50,000)
Cash acquired from asset acquisition	0	4,089
Net cash used in investing activities	0	(45,911)
Cash flows from financing activities:
Proceeds from loans payable	0	25,266
Payments on loans payable	(12,589)	(3,779)
Proceeds from related-party notes payable	370,000	(0)
Payments on related-party notes payable	(132,000)	0
Net cash provided by financing activities	225,411	21,487
Net increase (decrease) in cash	(5,845)	(123,714)
Cash and cash equivalents, beginning of year	22,071	142,365
Cash and cash equivalents, end of period	16,226	18,651
Supplemental disclosures of cash flow information:
Cash paid for interest	30,087	6,724
Non-cash investing and financing activities:
Note payable issued for asset acquisition (Note 3)	0	700,000
Liabilities assumed in asset acquisition (Note 3)	$ 0	$ 234,904

v3.24.2.u1

Pay vs Performance Disclosure - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Pay vs Performance Disclosure [Table]
Net Income (Loss)	$ (145,823)	$ (114,269)	$ (275,260)	$ (1,042,669)

v3.24.2.u1

Insider Trading Arrangements	3 Months Ended
	Jun. 30, 2024
Insider Trading Arrangements [Line Items]
Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false

v3.24.2.u1

Organization and Summary of Significant Accounting Policies	6 Months Ended
	Jun. 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 six-month periods ended June 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. Stock split On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective March 31, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements.  Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash—the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts due to related parties—the carrying amount approximates fair value due to the short-term nature of the obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At 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 June 30, 2024, and 7,950,000 at June 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.

v3.24.2.u1

Going Concern	6 Months Ended
	Jun. 30, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Going Concern	Note 2 – Going Concern For the six-month periods ended June 30, 2024 and June 30, 2023 the Company recognized a net loss of $275,260 and $1,042,669, respectively. The Company had a working capital deficit of $1,182,305 and an accumulated deficit of $37,832,201 as of June 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.

v3.24.2.u1

Asset Acquisition	6 Months Ended
	Jun. 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: Schedule of assets acquired and liabilities assumed         Assets     Cash   $ 4,089   Trade and other receivables     5,100   Marine operating equipment     178,706   Commercial fishing license     26,000   Total assets     213,895             Liabilities         Accounts payable     4,910   Deposits     644   Payable to affiliates     62,634   Notes payable     166,716   Total liabilities     234,904             Purchase price     750,000   Loss on asset acquisition   $ 771,009   The Company did not incur any acquisition related costs during the period. Property and equipment acquired consisted primarily of offshore support vessels. The Company recorded property and equipment acquired at an estimated fair value of $178,706. The fair values of the offshore support vessels were estimated by applying a replacement cost approach. These assets will be tested for impairment upon the occurrence of a triggering event. The Company estimates the remaining useful lives for the vessels acquired are seven years, based on an original estimated useful life of 10 years. The charter fishing license acquired is a perpetual federal fishing license, which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually.

v3.24.2.u1

Property and Equipment	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Property and Equipment	Note 4 – Property and Equipment Property and equipment consist of the following: Schedule of property and equipment             June 30, 2024 (unaudited)    December 31, 2023 Marine Equipment   $ 181,675     $ 181,675   Furniture and fixtures     5,672       5,672   Total     187,347       187,347   Less – accumulated depreciation     (37,391 )     (23,969 )  Property and equipment, net   $ 149,956     $ 163,378    Depreciation expense is $13,422 and $11,701 for the six-month periods ended June 30, 2024 and 2023, respectively, and $6,711 and $5,851 for the three-month periods ended June 30, 2024 and 2023, respectively. Depreciation expense for the three-month and six-month periods ended June 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 (Note 6).

v3.24.2.u1

Intangible Assets	6 Months Ended
	Jun. 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 June 30, 2024, and 2023, no impairment of this asset had occurred.

v3.24.2.u1

Leases	6 Months Ended
	Jun. 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 $24,000 for the three-month and six-month periods ended June 30, 2024, and $12,000 and $20,000 for the three-month and six-month periods ended June 30, 2023. Cash flows from lease payments are expected to be received as follows: Schedule of lease payments     Year   Lease amount Remainder of 2024     $ 24,000   2025       52,000   Total      $ 76,000

v3.24.2.u1

Common Stock	6 Months Ended
	Jun. 30, 2024
Equity [Abstract]
Common Stock	Note 7 – 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 June 30, 2024, and 107,845,554 shares issued and 107,839,299 shares outstanding as of December 31, 2023. Stockholders approved a forward stock split of the Company’s common shares on a 3-for-1 basis that was effected on April 19, 2023 to stockholders of record on March 31, 2023. All changes in the capital structure have been given retroactive effect in these financial statements. No common stock was issued during the year ended December 31, 2023. During the six-month period ended June 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. In accordance with ASC 718 compensation would be recorded if it is probable the performance condition will be met. Given that the Company plans to claw back the shares, the performance condition will not be met and hence the Company did not record any compensation expense related to this agreement.

v3.24.2.u1

Related-Party Transactions and Loans Payable to Stockholders	6 Months Ended
	Jun. 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 June 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 June 30, 2024 and December 31, 2023 the Company accrued $600 and $1,200, respectively, to board members for services rendered. This amount is included in related-party payables. At June 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 six-month period ended June 30, 2024 and the year ended December 31, 2023 the Company recorded share-based compensation of $105,284 and $249,952, respectively, from the grant of stock options to its chief executive officer and board members. During the six-month period ended June 30, 2024 and the year ended December 31, 2023 the Company has repaid non-interest-bearing notes payable to related parties totaling $132,000 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 totaling $300,000 that is due on February 22, 2025.   The Company has a non-interest bearing note payable to a related party totaling $50,000 that is due on April 23, 2025.

v3.24.2.u1

Stock Options	6 Months Ended
	Jun. 30, 2024
Stock Options
Stock Options	Note 9 – Stock Options The Company adopted the 2022 Stock Incentive Plan (“the Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for 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. During the six-month period ended June 30, 2024 there have been no changes in the number of options outstanding. Total share-based compensation is $105,284 for the six-month period ended June 30, 2024 and $249,952 for the year ended December 31, 2023. The remaining share-based compensation of $247,337 will be recognized as follows: Schedule of remaining share-based compensation     Year    Amount Remainder of 2024     $ 90,856   2025       151,848   2026       2,527   2027       2,106   Total     $ 247,337

v3.24.2.u1

Notes Payable	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Notes Payable	Note 10 – Notes Payable Notes payable at June 30, 2024 and December 31, 2023 are as follows: Schedule of notes payable                     June 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.   $ 121,247     $ 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.     16,646       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     1,257,037       1,031,626    Less – current portion of notes payable     (781,285 )     (79,438 )  Less – current portion of related-party notes payable     (350,000 )     (112,000 ) Total long-term portion   $ 125,752     $ 840,188    Principal maturities of notes payable are as follows: Schedule of principal maturities of notes payable           Year   Amount Remainder of 2024     $ 81,285   2025       1,069,136   2026       9,076   2027       7,730   2028       8,287   Thereafter       81,523    Total     $ 1,257,037

v3.24.2.u1

Subsequent Events	6 Months Ended
	Jun. 30, 2024
Subsequent Events [Abstract]
Subsequent Events	Note 11 - Subsequent Events The Company evaluated its June 30, 2024 financial statements for subsequent events through the date the financial statements were issued. On July 17, 2024 the Board of Directors removed Ruairidh Campbell and Shawn Teigen from their positions as Directors and terminated the employment of Ruairidh Campbell as CEO, CFO, and CAO. All unvested stock options were forfeited upon termination for cause in accordance with the terms of the 2022 Stock Incentive Plan. According to the terms of the Plan any vested stock options must be exercised within 30 days of termination for cause. As of August 19, 2024, the first business day after the passage of the 30-day period, neither Ruairidh Campbell nor Shawn Teigen had exercised their options. Therefore, both parties forfeited all previously vested stock options.   On July 17, 2024 the Board of Directors elected James Kim to serve as a Director and appointed James Kim to serve as the CEO and interim CFO.   On August 15, 2024 the Board of Directors approved the decision to exercise the claw-back provision included in the consulting services agreement previously executed with the majority shareholder for the 12,500,000 shares of restricted common stock issued.

v3.24.2.u1

Organization and Summary of Significant Accounting Policies (Policies)	6 Months Ended
	Jun. 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 six-month periods ended June 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.
Stock split	Stock split On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective March 31, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements.
Financial Instruments	Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash—the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts due to related parties—the carrying amount approximates fair value due to the short-term nature of the obligations.
Concentration of Credit Risk	Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At 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 June 30, 2024, and 7,950,000 at June 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.

v3.24.2.u1

Asset Acquisition (Tables)	6 Months Ended
	Jun. 30, 2024
Business Combination, Asset Acquisition, and Joint Venture Formation [Abstract]
Schedule of assets acquired and liabilities assumed	Schedule of assets acquired and liabilities assumed         Assets     Cash   $ 4,089   Trade and other receivables     5,100   Marine operating equipment     178,706   Commercial fishing license     26,000   Total assets     213,895             Liabilities         Accounts payable     4,910   Deposits     644   Payable to affiliates     62,634   Notes payable     166,716   Total liabilities     234,904             Purchase price     750,000   Loss on asset acquisition   $ 771,009

v3.24.2.u1

Property and Equipment (Tables)	6 Months Ended
	Jun. 30, 2024
Property, Plant and Equipment [Abstract]
Schedule of property and equipment	Schedule of property and equipment             June 30, 2024 (unaudited)    December 31, 2023 Marine Equipment   $ 181,675     $ 181,675   Furniture and fixtures     5,672       5,672   Total     187,347       187,347   Less – accumulated depreciation     (37,391 )     (23,969 )  Property and equipment, net   $ 149,956     $ 163,378

v3.24.2.u1

Leases (Tables)	6 Months Ended
	Jun. 30, 2024
Leases
Schedule of lease payments	Schedule of lease payments     Year   Lease amount Remainder of 2024     $ 24,000   2025       52,000   Total      $ 76,000

v3.24.2.u1

Stock Options (Tables)	6 Months Ended
	Jun. 30, 2024
Stock Options
Schedule of remaining share-based compensation	Schedule of remaining share-based compensation     Year    Amount Remainder of 2024     $ 90,856   2025       151,848   2026       2,527   2027       2,106   Total     $ 247,337

v3.24.2.u1

Notes Payable (Tables)	6 Months Ended
	Jun. 30, 2024
Debt Disclosure [Abstract]
Schedule of notes payable	Schedule of notes payable                     June 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.   $ 121,247     $ 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.     16,646       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     1,257,037       1,031,626    Less – current portion of notes payable     (781,285 )     (79,438 )  Less – current portion of related-party notes payable     (350,000 )     (112,000 ) Total long-term portion   $ 125,752     $ 840,188
Schedule of principal maturities of notes payable	Schedule of principal maturities of notes payable           Year   Amount Remainder of 2024     $ 81,285   2025       1,069,136   2026       9,076   2027       7,730   2028       8,287   Thereafter       81,523    Total     $ 1,257,037

v3.24.2.u1

Organization and Summary of Significant Accounting Policies (Details Narrative) - shares	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Antidilutive shares	7,950,000	7,950,000

v3.24.2.u1

Going Concern (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Net loss	$ 145,823	$ 114,269	$ 275,260	$ 1,042,669
Working capital deficit	1,182,305		1,182,305
Accumulated deficit	$ 37,832,201		$ 37,832,201		$ 37,556,941

v3.24.2.u1

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
Purchase price	750,000
Loss on asset acquisition	$ 771,009

v3.24.2.u1

Asset Acquisition (Details Narrative) - USD ($)		6 Months Ended		12 Months Ended
	Feb. 03, 2023	Jun. 30, 2024	Jun. 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 L L C [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

v3.24.2.u1

Property and Equipment (Details) - USD ($)	Jun. 30, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 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]
Property and equipment, gross	181,675	181,675
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 5,672	$ 5,672

v3.24.2.u1

Property and Equipment (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 6,711	$ 5,851	$ 13,422	$ 11,701

v3.24.2.u1

Intangible Assets (Details Narrative) - USD ($)	6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Impairment charges	$ 0	$ 0

v3.24.2.u1

Leases (Details)	Jun. 30, 2024 USD ($)
Leases
Remainder of 2024	$ 24,000
2025	52,000
Total	$ 76,000

v3.24.2.u1

Leases (Details Narrative) - USD ($)	3 Months Ended		6 Months Ended
	Jun. 30, 2024	Jun. 30, 2023	Jun. 30, 2024	Jun. 30, 2023
Leases
Monthly rental payments			$ 4,000
Lease income	$ 12,000	$ 12,000	$ 24,000	$ 20,000

v3.24.2.u1

Common Stock (Details Narrative) - $ / shares	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
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]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of restricted common stock issued	12,500,000
Share price	$ 0.008
Restricted Stock [Member] | Consulting Services Agreement [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Shares of restricted common stock issued	12,500,000

v3.24.2.u1

Related-Party Transactions and Loans Payable to Stockholders (Details Narrative) - USD ($)	1 Months Ended	6 Months Ended	12 Months Ended
	Aug. 31, 2024	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Accrued payroll		$ 0	$ 30,000
Accrued to board members for services rendered		600	1,200
Share-based compensation		105,284	249,952
Non-interest-bearing notes payable to related parties		132,000	0
Notes issued interest bearing		300,000
[custom:NotesIssuedNonInterestBearing]		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				120,000
Share-based compensation		105,284	249,952
Chief Executive Officer [Member] | Subsequent Event [Member]
Due to related parties other	$ 60,000
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

v3.24.2.u1

Stock Options (Details)	6 Months Ended
	Jun. 30, 2024 USD ($)
Stock Options
Remainder of 2024	$ 90,856
2025	151,848
2026	2,527
2027	2,106
Total	$ 247,337

v3.24.2.u1

Stock Options (Details Narrative) - USD ($)	6 Months Ended	12 Months Ended
	Jun. 30, 2024	Dec. 31, 2023	Dec. 31, 2022
Options outstanding			7,950,000
Exercise prices			$ 0.09
Share-based compensation	$ 105,284	$ 249,952
Remaining share-based compensation	$ 247,337
Minimum [Member]
Vesting periods			2 years
Maximum [Member]
Vesting periods			5 years

v3.24.2.u1

Notes Payable (Details) - USD ($)	6 Months Ended
	Jun. 30, 2024	Dec. 31, 2023
Debt Instrument [Line Items]
Total notes payable	$ 1,257,037	$ 1,031,626
Less - current portion	(781,285)	(79,438)
Less - current portion of related-party notes payable	(350,000)	(112,000)
Total long-term portion	$ 125,752	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	$ 121,247	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	$ 16,646	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

v3.24.2.u1

Notes Payable (Details 1)	Jun. 30, 2024 USD ($)
Debt Disclosure [Abstract]
Remainder of 2024	$ 81,285
2025	1,069,136
2026	9,076
2027	7,730
2028	8,287
Thereafter	81,523
Total	$ 1,257,037

v3.24.2.u1

Subsequent Events (Details Narrative)	Aug. 15, 2024 shares
Subsequent Event [Member]
Subsequent Event [Line Items]
Number of shares issued, restricted shares	12,500,000

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