Cover
Cover - shares | 9 Months Ended | |
Sep. 30, 2023 | Nov. 14, 2023 | |
Cover [Abstract] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Quarterly Report | true | |
Document Transition Report | false | |
Document Period End Date | Sep. 30, 2023 | |
Document Fiscal Period Focus | Q3 | |
Document Fiscal Year Focus | 2023 | |
Current Fiscal Year End Date | --12-31 | |
Entity File Number | 0-30695 | |
Entity Registrant Name | ARVANA INC. | |
Entity Central Index Key | 0001113313 | |
Entity Tax Identification Number | 87-0618509 | |
Entity Incorporation, State or Country Code | NV | |
Entity Address, Address Line One | 299 Main Street | |
Entity Address, Address Line Two | 13th Floor | |
Entity Address, City or Town | Salt Lake City | |
Entity Address, State or Province | UT | |
Entity Address, Postal Zip Code | 84111 | |
City Area Code | (801) | |
Local Phone Number | 232-7395 | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Filer Category | Non-accelerated Filer | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 107,839,299 |
Consolidated Balance Sheets (Un
Consolidated Balance Sheets (Unaudited) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Current assets: | ||
Cash and cash equivalents | $ 3,286 | $ 142,365 |
Accounts receivable | 8,000 | |
Other current assets | 5,100 | 0 |
Total current assets | 16,386 | 142,365 |
Non-current assets: | ||
Property and equipment, net | 166,897 | 0 |
Intangible assets | 26,000 | 0 |
Total non-current assets | 192,897 | 0 |
Total assets | 209,283 | 142,365 |
Current liabilities: | ||
Accounts payable and accrued liabilities | 79,222 | 29,770 |
Related party payables (Note 8) | 10,800 | 8,100 |
Current portion of notes payable - related party | 65,000 | |
Current portion of long-term debt | 46,114 | 0 |
Total current liabilities | 201,136 | 37,870 |
Long-term liabilities: | ||
Notes payable - related party, net of current portion | 27,644 | |
Notes payable, net of current portion | 851,940 | 0 |
Total long-term liabilities | 879,584 | 0 |
Total liabilities | 1,080,720 | 37,870 |
Stockholders' equity (deficit): | ||
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at September 30, 2023 and December 31, 2022 | 107,847 | 107,847 |
Additional paid-in capital | 36,427,816 | 36,240,352 |
Accumulated deficit | (37,403,764) | (36,240,368) |
Total stockholders' equity (deficit) before treasury stock | (868,101) | 107,831 |
Less treasury stock - 6,255 common shares at September 30, 2023 and December 31, 2022 respectively | (3,336) | (3,336) |
Total stockholders' equity (deficit) | (871,437) | 104,496 |
Total liabilities and stockholders' equity (deficit) | $ 209,283 | $ 142,365 |
Consolidated Balance Sheets (_2
Consolidated Balance Sheets (Unaudited) (Parenthetical) - $ / shares | Sep. 30, 2023 | Dec. 31, 2022 |
Statement of Financial Position [Abstract] | ||
Common Stock, Par or Stated Value Per Share | $ 0.001 | |
Common Stock, Shares Authorized | 500,000,000 | |
Common Stock, Shares, Issued | 107,845,554 | |
Common Stock, Shares, Outstanding | 107,845,554 | 107,839,299 |
Treasury Stock, Common, Shares | 6,255 |
Consolidated Statements of Oper
Consolidated Statements of Operation (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Revenue: | ||||
Charter income | $ 10,580 | $ 23,634 | ||
Cost of sales | 20,824 | 40,936 | ||
Gross profit (loss) | (10,244) | (17,302) | ||
Operating expenses: | ||||
General and administrative | 93,061 | 41,989 | 307,459 | 58,845 |
Professional fees | 13,828 | 5,182 | 56,872 | 12,743 |
Total operating expenses | 127,713 | 47,171 | 405,267 | 71,588 |
Loss from operations | (117,133) | (47,171) | (381,633) | (71,588) |
Other income (expense): | ||||
Lease income (Note 6) | 12,000 | 32,000 | ||
Interest income | 0 | 0 | 5 | 0 |
Interest expense | (15,594) | (42,759) | (587) | |
Other income | 15,000 | |||
Loss on asset purchase | (771,009) | |||
Total other expense | (3,594) | (781,763) | 14,413 | |
Net loss | $ (120,727) | $ (47,171) | $ (1,163,396) | $ (57,175) |
Per common share information - basic and diluted | ||||
Weighted average shares outstanding - diluted | 107,839,299 | 107,839,299 | 107,839,299 | 107,839,299 |
Net loss per common share - diluted | $ 0 | $ 0 | $ (0.01) | $ 0 |
Consolidated Statements of Chan
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) - USD ($) | Common Stock [Member] | Additional Paid-in Capital [Member] | Retained Earnings [Member] | Treasury Stock, Common [Member] | Total |
Beginning balance, value at Dec. 31, 2021 | $ 102,447 | $ 35,888,276 | $ (36,088,972) | $ (3,336) | $ (101,585) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 102,445,554 | 6,255 | |||
Ending balance, value at Sep. 30, 2022 | $ 107,847 | 36,210,876 | (36,146,147) | $ (3,336) | (169,240) |
Shares, Outstanding at Dec. 31, 2021 | (102,445,554) | (6,255) | |||
Issuance of common stock | $ 4,800 | 315,200 | 320,000 | ||
Share issuance cost | (32,000) | (32,000) | |||
Conversion of related party debt to equity | 600 | 39,400 | 40,000 | ||
Net Loss | (57,175) | (57,175) | |||
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 107,845,554 | 6,255 | |||
Shares, Outstanding at Sep. 30, 2022 | (107,845,554) | (6,255) | |||
Beginning balance, value at Dec. 31, 2021 | $ 102,447 | 35,888,276 | (36,088,972) | $ (3,336) | (101,585) |
Shares, Outstanding, Beginning Balance at Dec. 31, 2021 | 102,445,554 | 6,255 | |||
Ending balance, value at Dec. 31, 2022 | $ 107,847 | 36,240,352 | (36,240,368) | $ (3,336) | 104,496 |
Shares, Outstanding at Dec. 31, 2021 | (102,445,554) | (6,255) | |||
Issuance of common stock | 320,000 | ||||
Share issuance cost | 32,237 | ||||
Shares, Outstanding, Ending Balance at Dec. 31, 2022 | 107,845,554 | 6,255 | |||
Shares, Outstanding at Dec. 31, 2022 | (107,845,554) | (6,255) | |||
Beginning balance, value at Jun. 30, 2022 | $ 102,447 | 35,888,276 | (36,098,976) | $ (3,336) | (111,589) |
Shares, Outstanding, Beginning Balance at Jun. 30, 2022 | 102,445,554 | 6,255 | |||
Ending balance, value at Sep. 30, 2022 | $ 107,847 | 36,210,876 | (36,146,147) | $ (3,336) | (169,240) |
Shares, Outstanding at Jun. 30, 2022 | (102,445,554) | (6,255) | |||
Issuance of common stock | $ 4,800 | 315,200 | 320,000 | ||
Share issuance cost | (32,000) | (32,000) | |||
Conversion of related party debt to equity | 600 | 39,400 | 40,000 | ||
Net Loss | (47,171) | (47,171) | |||
Shares, Outstanding, Ending Balance at Sep. 30, 2022 | 107,845,554 | 6,255 | |||
Shares, Outstanding at Sep. 30, 2022 | (107,845,554) | (6,255) | |||
Beginning balance, value at Dec. 31, 2022 | $ 107,847 | 36,240,352 | (36,240,368) | $ (3,336) | 104,496 |
Shares, Outstanding, Beginning Balance at Dec. 31, 2022 | 107,845,554 | 6,255 | |||
Ending balance, value at Sep. 30, 2023 | $ 107,847 | 36,427,816 | (37,403,764) | $ (3,336) | (871,437) |
Share based compensation | 187,464 | 187,464 | |||
Shares, Outstanding at Dec. 31, 2022 | (107,845,554) | (6,255) | |||
Issuance of common stock | |||||
Share issuance cost | |||||
Net Loss | (1,163,396) | (1,163,396) | |||
Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 107,845,554 | 6,255 | |||
Shares, Outstanding at Sep. 30, 2023 | (107,845,554) | (6,255) | |||
Beginning balance, value at Jun. 30, 2023 | $ 107,847 | 36,377,274 | (37,283,037) | $ (3,336) | (801,252) |
Shares, Outstanding, Beginning Balance at Jun. 30, 2023 | 107,845,554 | 6,255 | |||
Ending balance, value at Sep. 30, 2023 | $ 107,847 | 36,427,816 | (37,403,764) | $ (3,336) | (871,437) |
Share based compensation | 50,542 | 50,542 | |||
Shares, Outstanding at Jun. 30, 2023 | (107,845,554) | (6,255) | |||
Net Loss | $ (120,727) | $ (120,727) | |||
Shares, Outstanding, Ending Balance at Sep. 30, 2023 | 107,845,554 | 6,255 | |||
Shares, Outstanding at Sep. 30, 2023 | (107,845,554) | (6,255) |
Consolidated Statements of Ch_2
Consolidated Statements of Changes in Stockholders' Equity (Deficit) (Unaudited) (Parenthetical) - shares | 3 Months Ended | 9 Months Ended |
Sep. 30, 2022 | Sep. 30, 2022 | |
Statement of Stockholders' Equity [Abstract] | ||
[custom:IssuanceOfCommonStock] | 4,800,000 | 4,800,000 |
[custom:ConversionOfRelatedPartyDebtToEquityShares] | 600,000 | 600,000 |
Statement of Cash Flows (Unaudi
Statement of Cash Flows (Unaudited) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Cash flows from operating activities | |||||
Net loss | $ (120,727) | $ (47,171) | $ (1,163,396) | $ (57,175) | |
Adjustments to reconcile net loss to net cash used in operating activities: | |||||
Depreciation expense | 5,851 | 17,552 | |||
Share-based compensation | 187,464 | 0 | |||
Loss on asset purchase | 771,009 | ||||
Increase (decrease) in: | |||||
Current assets | (8,000) | ||||
Accounts payable and accrued liabilities | 44,542 | (14,582) | |||
Related party payables | 2,056 | 9,931 | |||
Net cash used in operating activities | (148,773) | (61,826) | |||
Cash flows from investing activities: | |||||
Cash paid for asset acquisition | (50,000) | 0 | |||
Cash acquired from asset acquisition | 4,089 | 0 | |||
Net cash used in investing activities | (51,654) | ||||
Cash flows from financing activities: | |||||
Proceeds from loans payable | 70,766 | 35,224 | |||
Issuance of common stock | 320,000 | 320,000 | $ 320,000 | ||
Issuance cost | (32,000) | (32,000) | 32,237 | ||
Payments on loans payable | (9,418) | (50,724) | |||
Net cash provided by financing activities | 61,348 | 272,500 | |||
Net increase (decrease) in cash | (139,079) | 210,674 | |||
Cash and cash equivalents, beginning of year | 142,365 | 3,340 | 3,340 | ||
Cash and cash equivalents, end of period | $ 3,286 | $ 214,014 | 3,286 | 214,014 | $ 142,365 |
Supplemental disclosures of cash flow information: | |||||
Cash paid for interest | 22,318 | 0 | |||
Non-cash investing and financing activities | |||||
Related party payable reduced through issuance of shares | 40,000 | ||||
Note payable issued for asset acquisition (Note 3) | 700,000 | 0 | |||
Liabilities assume in asset acquisition | $ 234,904 |
Organization and Summary of Sig
Organization and Summary of Significant Accounting Policies | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization and Summary of Significant Accounting Policies | Note 1 – Organization and Summary of Significant Accounting Policies Organization Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of March 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Down2Fish Charters LLC operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services. Basis of Presentation The Company’s fiscal year end is December 31st. The accompanying unaudited consolidated financial statements of the Company for the three and nine-month periods ended September 30, 2023, and 2022, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. The consolidated interim financial statements and notes appearing in this report should be read in conjunction with our audited consolidated financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (“Commission”) on April 17, 2023. Results are not necessarily indicative of those which may be achieved in future periods. Use of Estimates The preparation of unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. Stock split On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective March 31, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements. Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At September 30, 2023 and December 31, 2022 respectively, the Company did not have any cash in excess of the insured FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank account. Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market conditions are valued at the closing market price on the grant date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date of the grant. Once the per-share fair value on the date of grant is established, the aggregate expense of the grant is recognized as earned over the vesting period of the grant. The cost of stock-based payments to non-employees if fully vested and non-forfeitable at the grant date, is measured and recognized at that date. Earnings (Loss) Per Share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 7,950,000 outstanding stock options as at September 30, 2023, and none at June 30, 2022, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive. Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted by the Company In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Going Concern
Going Concern | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Going Concern | Note 2 – Going Concern For the nine month period ended September 30, 2023, the Company recognized a net loss of $ 1,163,396 and $ 120,727 for the three month period ended September 30, 2023 and had an accumulated deficit of $ 37,403,764 . The Company had a working capital deficit of $ 184,750 as of September 30, 2023. As of September 30, 2023, the Company’s has negative cash flows from operations, has recognized a net loss over the current three and nine-month periods, has incurred significant losses since inception, and has an accumulated deficit. While the Company commenced revenue generating activities in the first quarter of 2023, it will require funding from outside sources to implement its business development strategy. The Company has no firm commitments for additional funding. The aggregation of these factors raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these consolidated financial statements are made available. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets that might be necessary if the Company is unable to continue as a going concern. Failure to obtain the ongoing support of stockholders and creditors may indicate that the preparation of these consolidated financial statements on a going concern basis is inappropriate, in which case our assets and liabilities would need to be recognized at their liquidation values. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty. |
Asset Acquisition
Asset Acquisition | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Asset Acquisition | Note 3 – Asset Acquisition On February 3, 2023 (Closing Date), the company acquired the assets and assumed the liabilities of Down2Fish Charters, LLC (D2F), a limited liability company organized under the laws of Florida, which operates a charter fishing business. On the Closing Date, the Company paid $ 50,000 in cash and issued a note for $ 700,000 for a total consideration of $ 750,000 . The Company’s consolidated statements of operations from the Closing Date through September 30, 2023, indicate a net loss of $ 1,163,396 . Assets acquired and liabilities assumed were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The estimated fair values of certain assets and liabilities including long-lived assets require judgment and assumptions. Adjustments may be made to these estimates during the measurement period and those adjustments could be material. Assets acquired and liabilities assumed are based on their fair values as of the Closing Date, with the excess of cost over fair value of $ 771,009 . For the period ended September 30, 2023, the Company recorded an impairment loss of $ 771,009 on the excess amount. Assets acquired are as follows: 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. |
Property and Equipment
Property and Equipment | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Property and Equipment | Note 4 – Property and Equipment Property and equipment consist of the following: Schedule of property plant and equipment September 30, 2023 (Unaudited) December 31, 2022 Marine Equipment $ 178,777 $ — Furniture and fixtures 5,672 — Total 184,449 — Less – accumulated depreciation (17,552 ) — Property and equipment, net $ 166,897 $ — Depreciation expense was $ 17,552 and none for the nine months ended September 30, 2023, and 2022 and $ 5,851 and none for the three months ended September 30, 2023, and 2022. Depreciation expense is included in Cost of Sales on the Consolidated Statements of Operations. Marine equipment is subject to an operating lease agreement that ends on December 31, 2025 (Note 6). |
Intangible Assets
Intangible Assets | 9 Months Ended |
Sep. 30, 2023 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Intangible Assets | Note 5 – Intangible Assets The Company acquired a perpetual federal fishing license, from the acquisition of assets (see Note 3), which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. As of September 30, 2023, and 2022, no impairment of this asset had occurred. |
Leases
Leases | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Leases | Note 6 – Leases The Company leases marine equipment in an operating arrangement. The agreement began on January 1, 2023, and ends December 31, 2025. The agreement provides for minimum monthly lease payments of $ 4,000 per month for the term of the agreement. At the end of the term, any additional lease payment due will be calculated and paid. The lessee’s right to lease the marine equipment is limited to those times which do not conflict with Company use. There is no option to purchase the watercraft as part of the agreement and the Company expects to recoup full value when the watercraft are sold. The Company manages risk by requiring the lessee to indemnify the Company in the event of loss to property or persons. The amount of lease income recognized in other income for the nine months ended September 30, 2023, is $ 32,000 and $ 12,000 for the three months ended September 30, 2023. Cash flows from lease payments are expected to be received as follows: Schedule of lease payments Year Lease amount Remainder of 2023 $ 44,000 2024 48,000 2025 48,000 |
Common Stock
Common Stock | 9 Months Ended |
Sep. 30, 2023 | |
Equity [Abstract] | |
Common Stock | Note 7 – Common Stock During the year ended December 31, 2022, Company issued 4,800,000 shares of its restricted common stock at a price of $ 0.07 per share for total proceeds of $ 320,000 . The Company incurred share issuance costs in the amount of $ 32,237 in relation to the share issuance. The Company has authorized 500,000,000 shares of common stock. Total issued and outstanding shares were 107,845,554 and 107,839,299 as of September 30, 2023, and December 31, 2022, respectively. Stockholders approved a forward stock split of the Company’s common shares on a 3-for-1 basis that was effected on April 19, 2023, to stockholders of record on March 31, 2023. All changes in the capital structure have been given retroactive effect in these financial statements. During the year ended December 31, 2022, the Company issued 4,800,000 shares at a price of $0.07 per share for total proceeds of $ 320,000 . During the year ended December 31, 2022, the Company issued 600,000 shares at the price of $ 0.07 to settle $ 40,000 of accounts payable to a company controlled by an officer of the Company. No common stock was issued during the three and nine months ended September 30, 2023. |
Related Party Transactions and
Related Party Transactions and Loans Payable to Stockholders | 9 Months Ended |
Sep. 30, 2023 | |
Related Party Transactions [Abstract] | |
Related Party Transactions and Loans Payable to Stockholders | Note 8 - Related Party Transactions and Loans Payable to Stockholders During the nine-months ended September 30, 2023, and September 30, 2022, the Company incurred advisory fees to a company controlled by its chief executive officer of $ 0 and $ 18,731 . The Company has an employment agreement with its chief executive officer for $ 120,000 per year plus stock options over the term. At September 30, 2023 and December 31, 2022, accrued payroll of $ 10,000 and $ 7,500 respectively are included in related party payables. At September 30, 2023 and December 31, 2022, the Company accrued $ 800 and $ 600 respectively to board members for services rendered. This amount is included in related party payables. During the year ended December 31, 2022, $ 40,000 in accounts payable to a company controlled by the Company’s chief executive officer was settled by the issuance of 600,000 shares with a fair value of $ 40,000 . There was no gain or loss on the settlement. During the three and nine-month periods ended September 30, 2023 and year ended December 31, 2022, the Company recorded stock-based compensation of $ 50,542 , $ 136,922 and $ 11,795 respectively, from the grant of stock options to its chief executive officer and board members. The Company has non-interest-bearing notes payable to related party totaling $ 65,000 due at various dates between May 30, 2024, and September 20, 2024. The Company also has a non-interest bearing note payable to a related party of $ 27,644 due November 9, 2024 . The Company has an amount due to a related party for running charters for Down2Fish totaling $ 3,000 as of September 30, 2023 . |
Stock Options
Stock Options | 9 Months Ended |
Sep. 30, 2023 | |
Stock Options | |
Stock Options | Note 9 – Stock Options The Company adopted the 2022 Stock Incentive Plan (“the Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan, option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, which addresses the accounting for employee stock options which requires that the cost of all employee stock options, as well as other equity-based compensation arrangements, be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. At December 31, 2022, the Company had 7,950,000 options outstanding with vesting periods of 2 - 5 years and exercise prices of approximately $ 0.09 per share. During the nine-month period ended September 30, 2023, there have been no changes in the number of options outstanding. Total share-based expense is $ 50,542 and $ 187,464 for the three and nine-months periods ended September 30, 2023, respectively. The remaining share-based expense of $ 472,713 will be recognized as follows: Year Remainder 2023 $ 62,489 2024 239,421 2025 156,902 2026 7,582 2027 6,319 Total $ 472,713 |
Notes Payable
Notes Payable | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Notes Payable | Note 10 – Notes Payable Notes payable are as follows at September 30, 2023 and December 31, 2022: Schedule of notes payable September 30, 2023 (Unaudited) December 31, 2022 Note payable to a bank, interest at 6.75 %, due in monthly installments of principal and interest, matures August 15, 2039 , secured by a boat. $ 136,045 $ — Note payable to a bank, interest at 7.49 %, due in monthly installments of principal and interest, matures March 15, 2037 , secured by a boat. 23,509 — Note payable to seller, interest at 7.25 %, due February 3, 2025 , secured by membership interest in Down2Fish LLC 700,000 — Note payable to third parties, bear no interest, with various maturities 38,500 — Total notes payable 898,054 — Less – current portion (46,114 ) — Total long-term portion $ 851,940 $ — Principal maturities of notes payable are as follows: Schedule of principal maturities of notes payable Year Amount Remainder of 2023 $ 0 2024 $ 46,114 2025 710,857 2026 11,655 2027 12,512 2028 8,304 Thereafter 108,612 $ 898,054 |
Subsequent Events
Subsequent Events | 9 Months Ended |
Sep. 30, 2023 | |
Subsequent Events [Abstract] | |
Subsequent Events | Note 11 - Subsequent Events The Company evaluated its September 30, 2023, consolidated financial statements for subsequent events through the date the financial statements were issued. The Company is aware of the following subsequent events which would require recognition or disclosure in the financial statements. The Company received loans from its controlling stockholder in the aggregate amount of $ 22,135 . |
Organization and Summary of S_2
Organization and Summary of Significant Accounting Policies (Policies) | 9 Months Ended |
Sep. 30, 2023 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization | Organization Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of March 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Down2Fish Charters LLC operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services. |
Basis of Presentation | Basis of Presentation The Company’s fiscal year end is December 31st. The accompanying unaudited consolidated financial statements of the Company for the three and nine-month periods ended September 30, 2023, and 2022, have been prepared in accordance with accounting principles generally accepted in the United States (“US GAAP”) for financial information with the instructions to Form 10-Q and Regulation S-X. The consolidated interim financial statements and notes appearing in this report should be read in conjunction with our audited consolidated financial statements and related notes thereto, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained in our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission (“Commission”) on April 17, 2023. Results are not necessarily indicative of those which may be achieved in future periods. |
Use of Estimates | Use of Estimates The preparation of unaudited consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the unaudited consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition of deferred tax assets based on the change in unrecognized deductible temporary tax differences. |
Stock split | Stock split On February 21, 2023, stockholders approved a forward-split of the Company’s common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective March 31, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements. |
Financial Instruments | Financial Instruments The Company uses the following methods and assumptions to estimate the fair value of each class of financial instruments for which it is practicable to estimate such values: Cash - the carrying amount approximates fair value. Accounts payable and accrued liabilities, loans payable to stockholders, and amounts due to related parties - the carrying amount approximates fair value due to the short-term nature of the obligations. |
Concentration of Credit Risk | Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At September 30, 2023 and December 31, 2022 respectively, the Company did not have any cash in excess of the insured FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank account. |
Income taxes | Income taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. |
Stock-based compensation | Stock-based compensation The Company accounts for all stock-based payments to employees and non-employees under ASC 718 “Stock Compensation,” which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the fair value of share-based payments depends on the type of award. Share-based awards that vest over a certain service period with no market conditions are valued at the closing market price on the grant date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date of the grant. Once the per-share fair value on the date of grant is established, the aggregate expense of the grant is recognized as earned over the vesting period of the grant. The cost of stock-based payments to non-employees if fully vested and non-forfeitable at the grant date, is measured and recognized at that date. |
Earnings (Loss) Per Share | Earnings (Loss) Per Share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 7,950,000 outstanding stock options as at September 30, 2023, and none at June 30, 2022, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive. |
Recent Accounting Pronouncements | Recent Accounting Pronouncements Recently Issued Accounting Pronouncements Adopted by the Company In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments |
Asset Acquisition (Tables)
Asset Acquisition (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Business Combination and Asset Acquisition [Abstract] | |
Schedule of assets acquired and liabilities assumed | Schedule of assets acquired and liabilities assumed Assets Cash $ 4,089 Trade and other receivables 5,100 Marine operating equipment 178,706 Commercial fishing license 26,000 Total assets 213,895 Liabilities Accounts payable 4,910 Deposits 644 Payable to affiliates 62,634 Notes payable 166,716 Total liabilities 234,904 Purchase price 750,000 Loss on asset acquisition 771,009 |
Property and Equipment (Tables)
Property and Equipment (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Property, Plant and Equipment [Abstract] | |
Schedule of property plant and equipment | Schedule of property plant and equipment September 30, 2023 (Unaudited) December 31, 2022 Marine Equipment $ 178,777 $ — Furniture and fixtures 5,672 — Total 184,449 — Less – accumulated depreciation (17,552 ) — Property and equipment, net $ 166,897 $ — |
Leases (Tables)
Leases (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Leases [Abstract] | |
Schedule of lease payments | Schedule of lease payments Year Lease amount Remainder of 2023 $ 44,000 2024 48,000 2025 48,000 |
Notes Payable (Tables)
Notes Payable (Tables) | 9 Months Ended |
Sep. 30, 2023 | |
Debt Disclosure [Abstract] | |
Schedule of notes payable | Schedule of notes payable September 30, 2023 (Unaudited) December 31, 2022 Note payable to a bank, interest at 6.75 %, due in monthly installments of principal and interest, matures August 15, 2039 , secured by a boat. $ 136,045 $ — Note payable to a bank, interest at 7.49 %, due in monthly installments of principal and interest, matures March 15, 2037 , secured by a boat. 23,509 — Note payable to seller, interest at 7.25 %, due February 3, 2025 , secured by membership interest in Down2Fish LLC 700,000 — Note payable to third parties, bear no interest, with various maturities 38,500 — Total notes payable 898,054 — Less – current portion (46,114 ) — Total long-term portion $ 851,940 $ — |
Schedule of principal maturities of notes payable | Schedule of principal maturities of notes payable Year Amount Remainder of 2023 $ 0 2024 $ 46,114 2025 710,857 2026 11,655 2027 12,512 2028 8,304 Thereafter 108,612 $ 898,054 |
Organization and Summary of S_3
Organization and Summary of Significant Accounting Policies (Details Narrative) | 9 Months Ended |
Sep. 30, 2023 shares | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Antidilutive Securities Excluded from Computation of Earnings Per Share, Amount | 7,950,000 |
Going Concern (Details Narrativ
Going Concern (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |||||
Net Income (Loss) Attributable to Parent | $ 120,727 | $ 47,171 | $ 1,163,396 | $ 57,175 | |
Retained Earnings (Accumulated Deficit) | 37,403,764 | 37,403,764 | $ 36,240,368 | ||
Working capital | $ 184,750 | $ 184,750 |
Acquisition (Details)
Acquisition (Details) | Feb. 03, 2023 USD ($) |
Assets | |
Cash | $ 4,089 |
Trade and other receivables | 5,100 |
Marine operating equipment | 178,706 |
Commercial fishing license | 26,000 |
Total assets | 213,895 |
Liabilities | |
Accounts payable | 4,910 |
Deposits | 644 |
Payable to affiliates | 62,634 |
Notes payable | 166,716 |
Total liabilities | 234,904 |
Purchase price | 750,000 |
Loss on asset acquisition | $ 771,009 |
Asset Acquisition (Details Narr
Asset Acquisition (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||||
Feb. 03, 2023 | Feb. 03, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | $ 50,000 | $ 0 | ||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 750,000 | $ 750,000 | ||||
Payments for Purchase of Other Assets | 771,009 | |||||
Property, Plant and Equipment [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Equipment | $ 178,706 | 178,706 | ||||
Down 2 Fish Charters L L C [Member] | ||||||
Business Acquisition [Line Items] | ||||||
Payments to Acquire Businesses, Gross | 50,000 | |||||
Business Combination, Consideration Transferred, Equity Interests Issued and Issuable | 700,000 | |||||
Business Combination, Consideration Transferred | 750,000 | |||||
[custom:BusinessAcquisitionsProFormaRevenues] | $ 1,163,396 | |||||
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Net | $ 771,009 | $ 771,009 |
Property and Equipment (Details
Property and Equipment (Details) - USD ($) | Sep. 30, 2023 | Dec. 31, 2022 |
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 184,449 | $ 0 |
Less accumulated depreciation | (17,552) | 0 |
Property and equipment, net | 166,897 | 0 |
Marine Services Equipment [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | 178,777 | 0 |
Furniture and Fixtures [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Property and equipment, gross | $ 5,672 | $ 0 |
Property and Equipment (Detai_2
Property and Equipment (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | |
Property, Plant and Equipment [Abstract] | |||
Depreciation | $ 5,851 | $ 17,552 |
Intangible Assets (Details Narr
Intangible Assets (Details Narrative) | 9 Months Ended |
Sep. 30, 2022 USD ($) | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Asset Impairment Charges | $ 0 |
Leases (Details)
Leases (Details) | Sep. 30, 2023 USD ($) |
Leases [Abstract] | |
2023 | $ 44,000 |
2024 | 48,000 |
2025 | $ 48,000 |
Leases (Details Narrative)
Leases (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2023 | Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | |
Leases [Abstract] | ||||
Sale Leaseback Transaction, Monthly Rental Payments | $ 4,000 | |||
Lease Income | $ 12,000 | $ 32,000 |
Common Stock (Details Narrative
Common Stock (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2022 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 4,800,000 | |||
Shares Issued, Price Per Share | $ 0.07 | |||
Restricted common stock total proceeds | $ 320,000 | |||
Incurred share issuance costs | $ (32,000) | $ (32,000) | $ 32,237 | |
Common Stock, Shares Authorized | 500,000,000 | |||
Common Stock, Shares, Outstanding | 107,845,554 | 107,839,299 | ||
[custom:IssuanceOfCommonStock] | 4,800,000 | 4,800,000 | ||
Proceeds from Issuance of Common Stock | $ 320,000 | $ 320,000 | $ 320,000 | |
Officer [Member] | ||||
Deferred Compensation Arrangement with Individual, Excluding Share-Based Payments and Postretirement Benefits [Line Items] | ||||
Shares, Issued | 600,000 | |||
Share Price | $ 0.07 | |||
Accounts Payable | $ 40,000 |
Related Party Transactions an_2
Related Party Transactions and Loans Payable to Stockholders (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |
Sep. 30, 2023 | Sep. 30, 2023 | Sep. 30, 2022 | Dec. 31, 2022 | |
Related Party Transaction [Line Items] | ||||
[custom:AccruedPayrollIncludedInAmountsDueToRelatedParties-0] | $ 10,000 | $ 10,000 | $ 7,500 | |
Accrued Liabilities and Other Liabilities | 800 | 800 | 600 | |
Share-Based Payment Arrangement, Expense | 50,542 | 187,464 | ||
Notes Payable | 898,054 | 898,054 | $ 0 | |
Down 2 Fish [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable | 3,000 | $ 3,000 | ||
Debt Instrument, Maturity Date | Sep. 30, 2023 | |||
Due At Various Dates [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable | 65,000 | $ 65,000 | ||
Due November 92024 [Member] | ||||
Related Party Transaction [Line Items] | ||||
Notes Payable | 27,644 | $ 27,644 | ||
Debt Instrument, Maturity Date | Nov. 09, 2024 | |||
Chief Executive Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Consulting fees | $ 0 | $ 18,731 | ||
Stock Issued During Period, Shares, New Issues | 600,000 | |||
Stock Issued During Period, Value, New Issues | $ 40,000 | |||
Share-Based Payment Arrangement, Expense | $ 50,542 | $ 136,922 | 11,795 | |
Chief Executive Officer [Member] | Employment Agreement [Member] | ||||
Related Party Transaction [Line Items] | ||||
Increase (Decrease) in Notes Payable, Related Parties, Current | 120,000 | |||
Officer [Member] | ||||
Related Party Transaction [Line Items] | ||||
Accounts Payable | $ 40,000 |
Stock Options (Details Narrativ
Stock Options (Details Narrative) - USD ($) | 3 Months Ended | 9 Months Ended | 12 Months Ended | |||||
Sep. 30, 2023 | Sep. 30, 2023 | Dec. 31, 2022 | Dec. 31, 2027 | Dec. 31, 2026 | Dec. 31, 2025 | Dec. 31, 2024 | Dec. 31, 2023 | |
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Number | 0 | 0 | 7,950,000 | |||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Exercise Price | $ 0.09 | |||||||
Share-Based Payment Arrangement, Expense | $ 50,542 | $ 187,464 | ||||||
[custom:AllocatedShareBasedCompensationExpenseRemaining] | $ 472,713 | |||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 6,319 | 7,582 | 156,902 | 239,421 | 62,489 | |||
Minimum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 2 years | |||||||
Maximum [Member] | ||||||||
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period | 5 years |
Notes Payable (Details)
Notes Payable (Details) - USD ($) | 9 Months Ended | |
Sep. 30, 2023 | Dec. 31, 2022 | |
Debt Instrument [Line Items] | ||
Total notes payable | $ 898,054 | $ 0 |
Less - current portion | (46,114) | |
Total long-term portion | $ 851,940 | 0 |
Notes Payable to Banks [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate During Period | 6.75% | |
Debt Instrument, Maturity Date | Aug. 15, 2039 | |
Total notes payable | $ 136,045 | 0 |
Notes Payable To Banks 1 [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate During Period | 7.49% | |
Debt Instrument, Maturity Date | Mar. 15, 2037 | |
Total notes payable | $ 23,509 | 0 |
Notes Payable To Seller [Member] | ||
Debt Instrument [Line Items] | ||
Debt Instrument, Interest Rate During Period | 7.25% | |
Debt Instrument, Maturity Date | Feb. 03, 2025 | |
Total notes payable | $ 700,000 | 0 |
Notes Payable To Third Party [Member] | ||
Debt Instrument [Line Items] | ||
Total notes payable | $ 38,500 | $ 0 |
Notes Payable (Details 1)
Notes Payable (Details 1) | Sep. 30, 2023 USD ($) |
Debt Disclosure [Abstract] | |
Long-Term Debt, Maturity, Remainder of Fiscal Year | $ 0 |
2023 | 46,114 |
2024 | 710,857 |
2025 | 11,655 |
2026 | 12,512 |
2027 | 8,304 |
Thereafter | 108,612 |
Total | $ 898,054 |
Subsequent Events (Details Narr
Subsequent Events (Details Narrative) | Sep. 30, 2023 USD ($) |
Subsequent Events [Abstract] | |
Loans Payable | $ 22,135 |