Arvana Inc. Files Q3 2024 10-Q

TL;DR

ARVANA INC. FILED ITS Q3 10-Q. CHECK FINANCIALS.

AI Summary

Arvana Inc. filed its 10-Q for the period ending September 30, 2024. The company, formerly known as Turinco Inc., is incorporated in Nevada and operates in the real estate and construction sector. Its principal executive offices are located at 299 S. Main Street, 13th Floor, Salt Lake City, UT 84111.

Why It Matters

This filing provides investors with the latest financial performance and operational updates for Arvana Inc. during the third quarter of 2024.

Risk Assessment

Risk Level: low — The filing is a standard quarterly report with no immediate red flags or significant negative disclosures.

Key Players & Entities

• ARVANA INC (company) — Filer of the 10-Q
• TURINCO INC (company) — Former name of Arvana Inc.
• 20240930 (date) — End of the reporting period
• 20241126 (date) — Filing date
• SALT LAKE CITY, UT (location) — Location of principal executive offices

FAQ

Key Financial Figures

• $0.001 — of the issuer's common stock, par value $0.001 (the only class of voting stock) on Nov

Filing Documents

• avni093024form10q.htm (10-Q) — 532KB
• ex31.htm (EX-31) — 10KB
• ex32.htm (EX-32) — 6KB
• 0001713282-24-001369.txt ( ) — 3219KB
• avni-20240930.xsd (EX-101.SCH) — 28KB
• avni-20240930_cal.xml (EX-101.CAL) — 42KB
• avni-20240930_def.xml (EX-101.DEF) — 68KB
• avni-20240930_lab.xml (EX-101.LAB) — 253KB
• avni-20240930_pre.xml (EX-101.PRE) — 198KB
• avni093024form10q_htm.xml (XML) — 396KB

Notes to Consolidated Financial Statements (unaudited)

Notes to Consolidated Financial Statements (unaudited) 8 Item 2. Management's Discussion and Analysis of Financial Condition and Operations 16 Item 3. Quantitative and Qualitative Disclosure About Market Risk 21 Item 4. Controls and Procedures 21 PART II OTHER INFORMATION Item 1. Legal Proceedings 22 Item 1A. Risk Factors 22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 22 Item 3. Defaults Upon Senior Securities 22 Item 4. Mine Safety Disclosures 22 Item 5. Cyber security 22 Item 6. Other Information 23 Item 7. Exhibits 23

Signatures

Signatures 24 Index to Exhibits 25 2 PART I ITEM 1. FINANCIAL STATEMENTS As used herein, the terms "Arvana," "we," "our," and "us" refer to Arvana Inc., its subsidiary, and its predecessor, unless context indicates otherwise. Any distinct references to Down2Fish or D2F refer to Down 2 Fish Charters, LLC., a wholly owned subsidiary of Arvana. In the opinion of management, the accompanying unaudited condensed financial statements included in this Form 10-Q reflect all adjustments (consisting only of normal recurring accruals) necessary for a fair presentation of the results of operations for the periods presented. The results of operations for the periods presented are not necessarily indicative of the results to be expected for the full year. 3 ARVANA INC. CONSOLIDATED BALANCE SHEETS September 30, December 31, 2024 2023 (unaudited) ASSETS Current assets: Cash and cash equivalents $ 9,257 $ 22,071 Other current assets 100 5,100 Total current assets 9,357 27,171 Non-current assets: Property and equipment, net 143,243 163,378 Intangible assets 26,000 26,000 Total non-current assets 169,243 189,378 Total assets $ 178,600 $ 216,549 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current liabilities: Accounts payable and accrued liabilities $ 112,415 $ 100,849 Related-party payables (Note 8) 1,200 46,200 Current portion of notes payable (Note 10) 769,145 79,438 Current portion of related-party notes payable 350,000 112,000 Total current liabilities 1,232,760 338,487 Long-term liabilities: Notes payable, net of current portion 134,228 840,188 Total long-term liabilities 134,228 840,188 Total liabilities 1,366,988 1,178,675 Stockholders' equity (deficit): Common stock, $ 0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and 107,839,299 outstanding at September 30, 2024, and 107,845,554 issued and 107,839,299 outstanding at December 31, 2023, respectively 107,

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (unaudited) Note 1 – Organization and Summary of Significant Accounting Policies Organization Arvana Inc. (the "Company") was incorporated in the State of Nevada on June 16, 1977, as "Turinco, Inc.", and on July 24, 2006, changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. We discontinued efforts related to our telecommunications business as of December 31, 2009. The Company acquired Down 2 Fish Charters, LLC on February 3, 2023 (D2F). D2F was organized under the laws of the State of Florida on April 1, 2019. D2F operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. D2F generates its revenue from the sale and provision of fishing charter services. Basis of Presentation The Company's fiscal year end is December 31. The accompanying consolidated financial statements of the Company for the nine-month periods ended September 30, 2024, and 2023, have been prepared in accordance with accounting principles generally accepted in the United 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

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (unaudited) Note 1 – Organization and Summary of Significant Accounting Policies – (continued) Stock Split On February 21, 2023, stockholders approved a forward-split of the Company's common shares on a 3-1 basis. The forward-split was filed with the Nevada Secretary of State effective March 31, 2023, and the Financial Industry Regulatory Authority (FINRA) rolled the stock forward on April 19, 2023. All changes in the capital structure have been given retroactive effect in these financial statements. Concentration of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash. The Company maintains cash in bank accounts that, at times, may exceed federally insured limits. At June 30, 2024 and December 31, 2023 respectively, the Company did not have any cash in excess of the insured FDIC limits. The Company has not experienced any losses in such accounts and believes it is not exposed to any significant risks on its cash in bank account. Income Taxes A deferred tax asset or liability is recorded for all temporary differences between financial and tax reporting and net operating loss carry-forwards. Deferred tax expense (benefit) results from the net change during the year of deferred tax assets and liabilities. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Stock-Based Compensation The Company accounts for all share-based payments to employees and non-employees under ASC 718 "Stock Compensation," which requires that the value of the award is established at the date of grant and is expensed over the vesting period of the grant. The method of determining the f

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (unaudited) Note 1 – Organization and Summary of Significant Accounting Policies – (continued) Recently Issued Accounting Pronouncements Adopted by the Company In June 2016, the FASB issued ASU 2016-13 Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 is effective for the Company beginning January 1, 2023. The Company adopted ASU 2016-13, effective January 1, 2023, which adoption has not had a material effect on its financial statements. Reclassifications To conform with the current year presentation of depreciation expense the Company has reclassified depreciation of $ 5,851 and $ 17,552 from Cost of Sales included in the Operating Expenses section of the Consolidated Statements of Operations to its own line item for the three-month and nine-month periods ended September 30, 2023, respectively. Note 2 – Going Concern For the nine-month periods ended September 30, 2024 and September 30, 2023 the Company recognized a net loss of $ 376,974 and $ 1,163,396 , respectively. The Company had a working capital deficit of $ 1,223,403 and an accumulated deficit of $ 37,933,915 as of September 30, 2024. The Company has incurred significant losses since inception. While the Company commenced revenue generating activities in the first quarter of 2023, it will require funding from outside sources to implement its business development strategy. The Company has no firm commitments for additional funding. The aggregation of these factors raises substantial doubt about the Company's ability to continue as a going concern for a period of one year fro

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (unaudited) Note 3 – Asset Acquisition On February 3, 2023 (Closing Date), the company acquired the assets and assumed the liabilities of Down 2 Fish Charters, LLC (D2F), a limited liability company organized under the laws of Florida, which operates a charter fishing business. On the Closing Date, the Company paid $ 50,000 in cash and issued a note for $ 700,000 for total consideration of $ 750,000 . The Company's consolidated statements of operations from the Closing Date through December 31, 2023 indicate a net loss of $ 1,316,573 . Assets acquired and liabilities assumed were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The estimated fair values of certain assets and liabilities including long-lived assets require judgment and assumptions. Adjustments may be made to these estimates during the measurement period and those adjustments could be material. Assets acquired and liabilities assumed are based on their fair values as of the Closing Date, with the excess of cost over fair value of $ 771,009 . For the period ended December 31, 2023 the Company recorded an impairment loss of $ 771,009 on the excess amount. Assets acquired are as follows: Schedule of assets acquired and liabilities assumed Assets: Cash $ 4,089 Trade and other receivables 5,100 Marine operating equipment 178,706 Commercial fishing license 26,000 Total assets 213,895 Liabilities: Accounts payable 4,910 Deposits 644 Payable to affiliates 62,634 Notes payable 166,716 Total liabilities 234,904 Loss on asset acquisition: Purchase price 750,000 Net assets and (liabilities) ( 21,009 ) Net loss on asset acquisition $ 728,991 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 equipm

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (unaudited) Note 4 – Property and Equipment Property and equipment consist of the following: Schedule of property and equipment September 30, 2024 December 31, 2023 Marine equipment $ 181,675 $ 181,675 Furniture and fixtures 5,672 5,672 Total 187,347 187,347 Less – accumulated depreciation ( 37,391 ) ( 23,969 ) Property and equipment, net $ 149,956 $ 163,378 Depreciation expense is $ 20,135 and $ 17,552 for the nine-month periods ended September 30, 2024 and 2023, respectively, and $ 6,713 and $ 5,851 for the three-month periods ended September 30, 2024 and 2023, respectively. Depreciation expense for the three-month and nine-month periods ended September 30, 2024 and 2023 is included in Operating Expenses on the Consolidated Statements of Operations. Marine equipment is subject to an operating lease agreement that ends on December 31, 2025 (see Note 6). Note 5 – Intangible Assets The Company acquired a perpetual federal fishing license, from the acquisition of assets (see Note 3), which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. As of September 30, 2024, and 2023, no impairment of this asset had occurred. Note 6 – Leases The Company leases marine equipment in an operating arrangement. The agreement began on January 1, 2023 and ends December 31, 2025. The agreement provides for minimum monthly lease payments of $ 4,000 for the term of the agreement. At the end of the term any additional lease payment due will be calculated and paid. The lessee's right to lease the marine equipment is limited to those times which do not conflict with Company use. There is no option to purchase the watercraft as part of the agreement, and the Company expects to recoup full value when the watercraft are sold. The Company manages risk by requiring the lessee t

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (unaudited) Note 7 – Notes Payable Notes payable are as follows: Schedule of notes payable September 30, 2024 December 31, 2023 Note payable to a bank, interest at 6.75 %, due in monthly installments of principal and interest, matures August 15, 2039 , secured by a boat. $ 120,954 $ 130,212 Note payable to a bank, interest at 7.49 %, due in monthly installments of principal and interest, matures March 15, 2037 , secured by a boat. 13,275 20,270 Note payable to seller, interest at 7.25 %, due February 3, 2025 , secured by membership interest in Down 2 Fish Charters, LLC. 700,000 700,000 Note payable to majority shareholder, interest at 5.00 %, matures February 22, 2025 , unsecured. 300,000 — Note payable to majority shareholder, bearing no interest, matures April 23, 2025 , unsecured. 50,000 — Note payable to majority shareholder, bearing no interest, with various maturities, unsecured. — 112,000 Note payable to a third party, bearing no interest, matures November 9, 2024 , unsecured. 33,144 33,144 Note payable to a third party, bearing no interest, matures July 16, 2024 , unsecured. 10,000 10,000 Past due note payable to a third party, bearing no interest, matured March 9, 2024 , unsecured. 26,000 26,000 Total notes payable 1,253,373 1,031,626 Less – current portion of notes payable ( 769,145 ) ( 79,438 ) Less – current portion of related-party notes payable ( 350,000 ) ( 112,000 ) Total long-term portion $ 134,228 $ 840,188 Principal maturities of notes payable are as follows: Schedule of principal maturities of notes payable Year Amount Remainder of 2024 $ 77,621 2025 1,069,136 2026 9,076 2027 7,730 2028 8,287 Thereafter 81,523 Total $ 1,253,373 13 ARVANA INC. CONDENSED

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS September 30, 2024 (unaudited) Note 8 - Related-Party Transactions and Loans Payable to Stockholders Effective September 1, 2022 the Company signed an employment agreement with its chief executive officer for $ 90,000 per year plus incentive stock options until year-end December 31, 2022, thereafter for $ 120,000 per year over the term. Subsequent to the end of the period the Board of Directors terminated the CEO's employment for cause and appointed a new CEO on July 17, 2024. The new CEO's compensation will be $ 60,000 per year beginning in August of 2024. At September 30, 2024 and December 31, 2023 accrued payroll of $ 0 and $ 30,000 , respectively, is included in related-party payables. During the year ended December 31, 2022 the Company issued 600,000 shares of common stock at the price of $ 0.067 with a fair value of $ 40,000 to settle $ 40,000 in accounts payable owed to a company controlled by the Company's chief executive officer. There was no gain or loss on the settlement. At September 30, 2024 and December 31, 2023 the Company accrued $ 1,200 and $ 1,200 , respectively, to board members for services rendered. This amount is included in related-party payables. At September 30, 2024 and December 31, 2023 the Company owed $ 0 and $ 15,000 , respectively, to a company controlled by a related party for website creation, website development, and hosting services. During the nine-month period ended September 30, 2024 and the year ended December 31, 2023 the Company recorded share-based compensation of $ 150,712 and $ 249,952 , respectively, from the grant of stock options to its chief executive officer and board members. During the nine-month period ended September 30, 2024 and the year ended December 31, 2023 the Company has repaid non-interest-bearing notes payable to related parties totaling $ 193,000 and $ 0 , respectively, that were due at various dates between May 30, 2024 and January 15, 2025.

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