UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 orOR 15D ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934 ~~for~~FOR ~~the quarterly~~THE ~~period~~QUARTERLY ~~ended~~PERIOD ~~September~~ENDED 30MARCH 31, ~~2024~~2025 or

☐ ~~Transition~~ ~~report~~TRANSITION ~~pursuant to~~REPORT ~~Section~~PURSUANT TO SECTION 13 orOR 15(dD) ofOF ~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934 ~~for~~FOR ~~the~~THE ~~transition~~TRANSITION ~~period~~PERIOD FROM _____TO_____.

Commission file number: 0-30695

ARVANA INC.

(Exact name of registrant as specified in its charter)

Nevada

87-0618509

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

299 Main Street, 13th Floor, Salt Lake City, Utah 84111

(Address of principal executive offices) (Zip Code)

(702) 899-1072

(Registrant’s telephone number, including area code)

N/A

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

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Yes ☒ No ☐

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

Yes ☒ No ☐

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

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

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards ~~provided~~pursuant 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 ☒

~~Yes~~The ~~☐ No~~number ☒of shares outstanding of the issuer’s common stock, par value $0.001 (the only class of voting stock) on July 16, 2025 was 107,845,554.

The number of shares outstanding of the issuer’s common stock, par value $0.001 (the only class of voting stock) on November 25, 2024 was 107,839,299.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	PAGE
			PAGE
Item 1.	Financial Statements	3
PART I		FINANCIAL INFORMATION
	Consolidated Balance Sheets (unaudited)	4
Item 1.		Condensed Consolidated Financial Statements (Unaudited)		4
	Consolidated Statements of Operations (unaudited)	5
		Condensed Consolidated Balance Sheets		5
	Consolidated Statements of Stockholders’ Equity (Deficit) (unaudited)	6
		Condensed Consolidated Statements of Operations		6
	Consolidated Statements of Cash Flows (unaudited)	7
		Condensed Consolidated Statements of Stockholders’ Deficit		7
	Condensed Notes to Consolidated Financial Statements (unaudited)	8
		Condensed Consolidated Statements of Cash Flows		8
Item 2.	Management’s Discussion and Analysis of Financial Condition and Operations	16
		Notes to Condensed Consolidated Financial Statements		9
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	21
Item 2.		Management’s Discussion and Analysis of Financial Condition and Operations		17
Item 4.	Controls and Procedures	21
Item 3.		Quantitative and Qualitative Disclosure About Market Risk		22
PART II	OTHER INFORMATION
Item 4.		Controls and Procedures		22
Item 1.	Legal Proceedings	22
PART II		OTHER INFORMATION		23
Item 1A.	Risk Factors	22
Item 1.		Legal Proceedings		23
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	22
Item 1A.		Risk Factors		23
Item 3.	Defaults Upon Senior Securities	22
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		23
Item 4.	Mine Safety Disclosures	22
Item 3.		Defaults Upon Senior Securities		23
Item 5.	Cyber security	22
Item 4.		Mine Safety Disclosures		23
Item 6.	Other Information	23
Item 5.		Other Information		23
Item 7.	Exhibits	23
Item 6.		Exhibits		24
	~~Signatures~~	24Signatures		25
	~~Index to Exhibits~~	25Index to Exhibits		26

PART I

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

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.

~~ARVANA~~Arvana ~~INC~~Inc.

~~CONSOLIDATED~~Condensed ~~BALANCE~~Consolidated ~~SHEETS~~Balance Sheets

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

As of March 31, 2025 and December 31, 2024

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


	March 31,			December 31,
	2025			2024
ASSETS	(Unaudited)			(Audited)
Current Assets:
Cash and Cash Equivalents	$	23,482		$	18,293
Other Current Assets		4,100			100
Total Current Assets		27,582			18,393
Non-Current Assets:
Property and Equipment, Net		136,259			136,533
Intangible Assets, Net		46,000			47,250
Total Non-Current Assets		182,259			183,783
Total Assets	$	209,841		$	202,176

LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	67,348		$	62,172
Deferred Revenue		8,000			9,000
Other Current Liabilities		11,465			4,157
Related-Party Payables (Note 8)		174,959			139,885
Current Portion of Notes Payable (Note 7)		11,116			12,515
Current Portion of Related-Party Notes Payable		1,110,644			760,644
Total Current Liabilities		1,383,532			988,373
Long-Term Liabilities:
Notes Payable, Net of Current Portion		111,579			114,769
Related-Party Notes Payable, Net of Current Portion		—			350,000
Total Long-Term Liabilities		111,579			464,769
Total Liabilities		1,495,111			1,453,142
Stockholders' Deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and outstanding at March 31, 2025, and 107,845,554 issued and outstanding at December 31, 2024		107,847			107,847
Additional Paid-in Capital		36,713,444			36,668,638
Accumulated Deficit		(38,106,561	)		(38,027,451	)
Total Stockholders' Deficit Before Treasury Stock		(1,285,270	)		(1,250,966	)
Less: Treasury Stock (0 shares and 0 shares at cost)		—			—
Total Stockholders' Deficit		(1,285,270	)		(1,250,966	)
Total Liabilities and Stockholders' Deficit	$	209,841		$	202,176

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

~~ARVANA~~Arvana ~~INC~~Inc.

~~CONSOLIDATED~~Condensed ~~STATEMENTS~~Consolidated OFStatements ~~OPERATIONS~~of Operations

~~(unaudited)~~ For the Three Months Ended March 31, 2025 and 2024

	Three months ended						Nine months ended
	Three Months Ended
	September 30						September 30
	March 31,
	2024			2023			2024			2023
	2025			2024
	(unaudited)			(unaudited)			(unaudited)			(unaudited)
	(Unaudited)			(Unaudited)
Revenue:
Charter income	$	6,134		$	10,580		$	19,964		$	23,634
Charter Revenue	$	10,598		$	—
Other income		—			—			—			—
Lease Revenue		12,000			12,000
Total revenue		6,134			10,580			19,964			23,634
Total Revenue		22,598			12,000
Operating expenses:
Cost of Services		7,023			4,621
Cost of sales		11,041			14,973			26,802			23,384
Gross Profit		15,575			7,379
Depreciation		6,713			5,851			20,135			17,552
Operating Expenses:
General and administrative		69,885			93,061			295,475			307,459
Amortization Expense		1,250			—
Professional fees		14,131			13,828			36,636			56,872
Depreciation Expense		6,950			6,712
Total operating expenses		101,770			127,713			379,048			405,267
General and Administrative		49,939			105,972
Loss from operations		(95,636	)		(117,133	)		(359,084	)		(381,633	)
Professional Fees		21,052			1,210
Other income (expense):
Total Operating Expenses		79,191			1,13,894
Lease income		12,000			12,000			36,000			32,000
Operating Loss		(63,616	)		(106,515	)
Interest income		520			—			549			5
Other Income and Expense:
Interest expense		(18,598	)		(15,594	)		(54,439	)		(42,759	)
Interest Income		—			24
Loss on asset purchase		—			—			—			(771,009	)
Interest Expense		(15,494	)		(17,223	)
Total other expense		(6,078	)		(3,594	)		(17,890	)		(781,763	)
Total Other Income and Expense		(15,494	)		(17,199	)
Net loss	$	(101,714	)	$	(120,727	)	$	(376,974	)	$	(1,163,396	)
Net Loss	$	(79,110	)	$	(123,714	)
Net income (loss) per share:
Net Loss Per Share:
Basic	$	(0.00	)	$	(0.00	)		~~(0.00~~	)		~~(0.01~~	)
Diluted	$	(0.00	)	$	(0.00	)	$	~~(0.00~~	)	$	~~(0.01~~	)
Weighted average shares outstanding:
Weighted Average Shares Outstanding:
Basic		107,~~839~~845,~~299~~554			107,~~839~~845,~~299~~554			~~107,839,299~~			~~107,839,299~~
Diluted	$	107,~~839~~845,~~299~~554		$	107,~~839~~845,~~299~~554		$	~~107,839,299~~		$	~~107,839,299~~

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

~~ARVANA~~Arvana ~~INC~~Inc.

~~CONSOLIDATED~~Condensed Consolidated ~~STATEMENTS~~Statements OFof ~~STOCKHOLDERS~~Stockholders’ ~~EQUITY (DEFICIT)~~Deficit

For the ~~three-months and~~Three ~~nine-months~~Months ~~ended~~Ended ~~September~~March 3031, ~~2024,~~2025 and ~~September 30, 2023~~2024

(~~unaudited~~Unaudited)

	Common Stock										Treasury Stock
					Additional												Total
	Shares		Amount		Additional Paid-in Capital			Accumulated Deficit			Shares			Amount			Total Stockholders’ Equity (Deficit)
	Common Stock				Paid-in			Accumulated			Treasury Stock						Stockholders'
Three months ended September 30, 2023
	Shares		Amount		Capital			Deficit			Shares			Amount			Deficit
Balance June 30, 2023		107,845,554	$	107,847	$	36,377,274		$	(37,283,037	)	$	(6,255	)	$	(3,336	)	$	(801,252	)
Three Months Ended March 31, 2024
Share-based compensation		—		—		50,542			—			—			—			50,542
Net loss		—		—		—			(120,727	)		—			—			(120,727	)
Balance September 30, 2023		107,845,554	$	107,847	$	36,427,816		$	(37,403,764	)	$	(6,255	)	$	(3,336	)	$	(871,437	)
Three months ended September 30, 2024
Balance June 30, 2024		107,845,554	$	107,847	$	36,595,588		$	(37,832,201	)	$	(6,255	)	$	(3,336	)	$	(1,132,102	)
Share-based compensation		—		—		45,428			—			—			—			45,428
Net loss		—		—		—			(101,714	)		—			—			(101,714	)
Balance September 30, 2024		107,845,554	$	107,847	$	36,641,016		$	(37,933,915	)	$	(6,255	)	$	(3,336	)	$	(1,188,388	)
Nine months ended September 30, 2023
Balance December 31, 2022		107,845,554	$	107,847	$	36,240,352		$	(36,240,368	)		(6,255	)	$	(3,336	)	$	104,495
Share-based compensation		—		—		187,464			—			—			—			187,464
Net loss		—		—		—			(1,163,396	)		—			—			(1,163,396	)
Balance September 30, 2023		107,845,554	$	107,847	$	36,427,816		$	(37,403,764	)		(6,255	)	$	(3,336	)	$	(871,437	)
Nine months ended September 30, 2024
Balance December 31, 2023		107,845,554	$	107,847	$	36,490,304		$	(37,556,941	)		(6,255	)	$	(3,336	)	$	(962,126	)
Share-based compensation		—		—		150,712			—			—			—			150,712
Restatement Adjustment		—		—		23,015			(23,015	)		—			—			—
Net loss		—		—		—			(376,974	)		—			—			(376,974	)
Reissued Treasury Shares		—		—		(3,336	)		—			6,255			3,336			—
Balance September 30, 2024		107,845,554	$	107,847	$	36,641,016		$	(37,933,915	)		(6,255	)	$	(3,336	)	$	(1,188,388	)
Stock-Based Compensation		—		—		63,327			—			—			—			63,327
Net Loss		—		—		—			(123,714	)		—			—			(123,714	)
Balance March 31, 2024		107,845,554	$	107,847	$	36,573,310		$	(37,703,670	)		—		$	—		$	(1,022,513	)
Three Months Ended March 31, 2025
Balance December 31, 2024		107,845,554	$	107,847	$	36,668,638		$	(38,027,451	)		—		$	—		$	(1,250,966	)
Stock-Based Compensation		—		—		44,806			—			—			—			44,806
Net Loss		—		—		—			(79,110	)		—			—			(79,110	)
Balance March 31, 2025		107,845,554	$	107,847	$	36,713,444		$	(38,106,561	)		—		$	—		$	(1,285,270	)

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

~~ARVANA~~Arvana ~~INC~~Inc.

~~CONSOLIDATED~~Condensed Consolidated ~~STATEMENTS~~Statements OFof ~~CASH~~Cash ~~FLOWS~~ Flows

~~Nine-months~~For the Three Months Ended ~~September~~March 3031, ~~2024,~~2025 and ~~2023~~ 2024

(unaudited)


	Three Months Ended
	March 31,
	2025			2024
	(Unaudited)			(Unaudited)
Cash Flows from Operating Activities:
Net Loss	$	(79,110	)	$	(123,714	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Depreciation and amortization		8,200			6,712
Stock-based compensation		44,806			63,327
Change in other current assets		(4,000	)		—
Change in accounts payable		5,176			(75,628	)
Change in deferred revenue		(1,000	)		8,000
Change in other current liabilities		7,308			758
Change in related-party payables		35,074			52,926
Net cash provided by (used in) operating activities		16,454			(67,619	)

Cash Flows from Investing Activities:
Cash paid for fixed assets		(6,676	)		—
Net cash used in investing activities		(6,676	)		—

Cash Flows from Financing Activities:
Proceeds from related-party notes payable		—			320,000
Repayments of notes payable		(4,589	)		(8,659	)
Repayments of related-party notes payable		—			(132,000	)
Net cash provided by (used in) financing activities		(4,589	)		179,341

Net increase in cash		5,189			111,722
Cash and cash equivalents, beginning of year		18,293			22,071
Cash and cash equivalents, end of period	$	23,482		$	133,793

Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	2,099		$	2,196

	(unaudited)			(unaudited)
Cash flows from operating activities
Net loss	$	(376,974	)	$	(1,163,396	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation expense		20,135			17,552
Share-based compensation		150,712			187,464
Loss on asset purchase		—			771,009
Increase (decrease) in:
Current assets		5,000			(8,000	)
Accounts payable and accrued liabilities		11,566			44,542
Related-party payables		193,000			2,056
Net cash used in operating activities		3,439			(148,773	)
Cash flows from investing activities:
Cash paid for fixed assets		—			(5,743	)
Cash paid for asset acquisition		—			(50,000	)
Cash acquired from asset acquisition		—			4,089
Net cash used in investing activities		—			(51,654	)
Cash flows from financing activities:
Proceeds from loans payable		—			70,766
Issuance of common stock		—			—
Issuance cost		—			—
Payments on loans payable		(16,253	)		(9,418	)
Net cash provided by financing activities		(16,253	)		61,348
Net increase (decrease) in cash		(12,814	)		(139,079	)
Cash and cash equivalents, beginning of year		22,071			142,365
Cash and cash equivalents, end of period	$	9,257		$	3,286
Supplemental disclosures of cash flow information:
Cash paid for interest	$	48,685		$	22,318
Non-cash investing and financing activities:
Note payable issued for asset acquisition (see Note 3)	$	—		$	700,000
Liabilities assumed in asset acquisition	$	—		$	234,904

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

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

~~ARVANA~~Arvana ~~INC~~Inc.

~~CONDENSED~~Notes ~~NOTES~~to TOCondensed ~~CONSOLIDATED~~Consolidated ~~FINANCIAL~~Financial ~~STATEMENTS~~ Statements

~~September~~For 30the Three Months Ended March 31, 2025 and 2024

(~~unaudited~~Unaudited)

Note 1 – Organization ~~and Summary of Significant Accounting Policies~~

~~Organization~~Arvana

Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as “Turinco, Inc.”, ~~and~~On on July 24, 2006, the Company changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. WeThe Company discontinued ~~efforts~~its ~~related~~telecommunications tooperations ~~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~~Down ~~operates~~2 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. Fish

On February 3, 2023, the Company acquired Down 2 Fish Charters, LLC (“Down2Fish”), which was organized in the State of Florida on April 1, 2019. Down2Fish operates a Florida based fishing charter business offering a range of curated maritime adventures including 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 as well as the lease of Down2Fish’s marine equipment.

Note 2 – Significant Accounting Policies

Basis of Presentation

The Company’s fiscal year ~~end~~ends ison December 31. The accompanying unaudited consolidated financial statements offor the ~~Company~~three ~~for~~months ~~the nine-month~~ended ~~periods~~March ~~ended September 30~~31, ~~2024,~~2025 and ~~2023,~~2024 have been prepared in accordance with accounting principles generally accepted in the United States of America (“USU.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-KX. These ~~The~~interim consolidated ~~interim~~ financial statements and notes ~~appearing in this report~~ should be read in conjunction with ~~our~~the Company’s audited consolidated financial statements and related notes ~~thereto,~~included ~~together with Management’s Discussion and Analysis of Financial Condition and Results of Operations, contained~~ in ~~our~~its Annual Report on Form 10-K for the fiscal year ended December 31, ~~2023~~2024, as filed with the Securities and Exchange Commission (“~~Commission~~SEC”) on ~~April~~July 516, ~~2024~~2025. ~~Results~~The results of operations for interim periods are not necessarily indicative of ~~those~~results ~~which~~that may be achieved infor the full fiscal year or any other future periods.

The results for the three months ended March 31, 2025 are not necessarily indicative of the results of operations for the full year. These financial statements and related footnotes should be read in conjunction with the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission.

The accompanying condensed financial statements have been prepared by the Company without audit. In the opinion of management, all adjustments (which include only normal recurring adjustments) necessary to present fairly the financial position, results of operations, and cash flows at March 31, 2025 and for the related periods are presented.

Note 2 – Summary of Significant Accounting Policies – (continued)

Use of Estimates

The preparation of unaudited consolidated financial statements in conformity with USU.S. GAAP requires management to make estimates and assumptions ~~that~~affecting ~~affect~~ the reported amounts of assets and liabilities, ~~and~~the 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 and measurement of deferred tax assets ~~based~~and on the ~~change~~evaluation inof unrecognized ~~deductible~~ deductible temporary tax differences.

Financial Instruments

The Company’s ~~uses~~financial ~~the~~instruments ~~following~~consist ~~methods~~primarily ~~and~~of ~~assumptions~~cash, a government-issued bond, accounts payable, notes payable to ~~estimate~~related parties, ~~the~~other ~~fair~~amounts ~~value~~due ofto ~~each~~related ~~class~~parties, ofand notes payable to financial ~~instruments~~institutions. ~~for~~The ~~which~~carrying itamounts isof cash, the government-issued ~~practicable~~bond, accounts payable, and other amounts due to ~~estimate~~related ~~such~~parties approximate their fair values: due to their short-term maturities.

~~Cash—the~~Notes ~~carrying~~payable ~~amount~~to ~~approximates~~related parties and financial institutions consist of both short-term and long-term borrowings. The fair value of these notes payable approximates their carrying amounts because the interest rates approximate current market rates or because these instruments are carried at amounts reflecting current borrowing terms.

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.

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited)

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

Stock Split

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

Concentration of Credit Risk

~~Financial~~The ~~instruments that potentially subject the~~ Company tomaintains ~~concentrations of credit risk consist of~~ cash. ~~The~~deposits ~~Company~~at ~~maintains~~financial ~~cash~~institutions in ~~bank~~ accounts that, may at times, ~~may~~ exceed federally insured limits. At ~~June~~March 3031, 2025 ~~2024~~ and December 31, ~~2023 respectively~~2024, the Company did not have any cash balances in excess of ~~the~~ insured FDIC limits. The Company has not experienced any losses inon such accounts, and believes it is not exposed to any significant ~~risks~~credit ~~on its cash in bank account~~risks.

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~~judgment of management, it is more likely than not that some portion or ~~all~~ all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are ~~adjusted~~measured ~~for~~using ~~the~~enacted ~~effects~~tax ofrates ~~changes~~in effect during the periods in ~~tax~~which ~~laws and~~those ~~rates~~temporary ondifferences ~~the~~are ~~date~~expected ofto ~~enactment~~reverse.

Stock Split

On February 21, 2023, the Company’s stockholders approved a 3-for-1 forward stock split of the common shares. The stock split was filed with the Nevada Secretary of State effective March 31, 2023, and was reflected in the market through the Financial Industry Regulatory Authority (FINRA) on April 19, 2023. All references in these financial statements to common stock, share counts, and per-share amounts have been retroactively adjusted to reflect the stock split.

Note 2 – Summary of Significant Accounting Policies – (continued)

Stock-Based Compensation

The Company accounts for all share-based payments to employees and non-employees under ASC 718, “Compensation—Stock Compensation,” which requires that the value of the award isbe established at the date of grant and isthen 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~~Stock-based ~~awards~~compensation ~~that~~expense ~~vest~~is ~~over a certain service period with~~included noin ~~market~~general ~~conditions~~and ~~are~~administrative ~~valued~~expenses ~~at the closing market price~~ on the ~~grant~~statement ~~date. Options grants are valued using the Black-Scholes-Merton model using inputs that are determined on the date~~ of ~~the grant~~operations. 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.

For share-based awards which are fully vested and non-forfeitable at the grant date, the cost is measured and recognized at that date.

For share-based awards vesting over a certain service period with no market conditions, the cost is valued using the Black-Scholes option pricing model based on inputs determined for the grant date. Once the per-share fair value on the grant date is established, the award is expensed over a weighted-average service period for the entire award using the straight-line method.

In accordance with the provisions of ASC 718, the Company has elected to account for forfeitures of options when such forfeitures occur rather than estimating forfeitures at the grant date. Therefore, the Company records stock-based compensation expense assuming all option holders will complete the requisite service period for the options to fully vest, and then an adjustment is recorded in the period during which forfeitures occur. Compensation cost is not reversed for stock options that have vested.

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 76,~~950~~150,000 outstanding stock options at ~~September~~March 3031, ~~2024,~~2025 and 7,950,000 at ~~September~~March 3031, ~~2023~~ 2024, which have been excluded from the calculation of diluted loss per share because their effects would be anti-dilutive due to net losses in both periods.

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited)

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

Recently Issued Accounting Pronouncements Adopted by the Company

InManagement ~~June~~has ~~2016,~~reviewed ~~the~~recently ~~FASB~~ issued ~~ASU~~accounting ~~2016-13~~pronouncements ~~Financial~~and ~~Instruments~~determined –that ~~Credit~~none ~~Losses~~are ~~(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~~have ~~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~~the Company’s condensed financial statements.

~~Reclassifications~~Note 3 – Going Concern

ToThe ~~conform~~Company ~~with~~incurred a net loss of $79,110 and $123,714 for the ~~current~~three ~~year~~months ~~presentation~~ended March 31, 2025 and 2024, respectively, and a net loss of ~~depreciation~~$447,495 ~~expense~~for the year ended December 31, 2024. The Company ~~has~~had ~~reclassified~~a ~~depreciation~~working capital deficit of $51,~~851~~355,950 and an accumulated deficit of $1738,~~552~~106,561 ~~from Cost~~as of ~~Sales~~March ~~included~~31, in2025. ~~the~~The ~~Operating~~Company ~~Expenses~~has ~~section~~incurred ofsignificant ~~the~~losses ~~Consolidated~~since ~~Statements~~inception ofand ~~Operations~~will require additional funding from external sources to further implement its ~~own~~business ~~line~~development ~~item~~strategy. Currently, the Company has no firm commitments for such funding. These factors raise substantial doubt about the ~~three-month~~Company’s ability to continue as a going concern for a period of one year ~~and~~from ~~nine-month~~the ~~periods~~date ~~ended~~these ~~September~~consolidated ~~30,~~financial ~~2023,~~statements ~~respectively~~are issued. The accompanying financial statements do not include any adjustments relating to the recoverability or classification of recorded assets or liabilities that may result from this uncertainty.

Note 2 – Going Concern

For the nine-month periods ended September 30, 2024 and September 30, 2023 the Company recognized a net loss of $376,974 and $1,163,396, respectively. The Company had a working capital deficit of $1,223,403 and an accumulated deficit of $37,933,915 as of September 30, 2024. The Company has incurred significant losses since inception. While the Company commenced revenue generating activities in the first quarter of 2023, it will require funding from outside sources to implement its business development strategy. The Company has no firm commitments for additional funding. The aggregation of these factors raises substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date these consolidated financial statements are made available. The accompanying unaudited consolidated financial statements do not include any adjustments relating to the recoverability and classification of assets that might be necessary if the Company is unable to continue as a going concern.

Failure to obtain the ongoing support of stockholders and creditors may indicate that the preparation of these consolidated financial statements on a going concern basis is inappropriate, in which case our assets and liabilities would need to be recognized at their liquidation values. The Company’s consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts and liabilities that might arise from this uncertainty.

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited)

Note 3 – Asset Acquisition

On February 3, 2023 (Closing Date), the company acquired the assets and assumed the liabilities of Down 2 Fish Charters, LLC (D2F), a limited liability company organized under the laws of Florida, which operates a charter fishing business. On the Closing Date, the Company paid $50,000 in cash and issued a note for $700,000 for total consideration of $750,000. The Company’s consolidated statements of operations from the Closing Date through December 31, 2023 indicate a net loss of $1,316,573.

Assets acquired and liabilities assumed were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The estimated fair values of certain assets and liabilities including long-lived assets require judgment and assumptions. Adjustments may be made to these estimates during the measurement period and those adjustments could be material.

Assets acquired and liabilities assumed are based on their fair values as of the Closing Date, with the excess of cost over fair value of $771,009. For the period ended December 31, 2023 the Company recorded an impairment loss of $771,009 on the excess amount. Assets acquired are as follows:

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 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.

ARVANA INC.

CONDENSED 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
	March 31,			December 31,
Marine equipment	$	181,675		$	181,675
	2025			2024
Furniture and fixtures		5,672			5,672
Marine Equipment	$	188,351		$	181,675
Total		187,347			187,347
Furniture and Fixtures		5,672			5,672
Less – accumulated depreciation		(37,391	)		(23,969	)
Total Property and Equipment		194,023			187,347
Property and equipment, net	$	149,956		$	163,378
Less: Accumulated Depreciation		(57,764	)		(50,814	)
Property and Equipment, Net	$	136,259		$	136,533

Depreciation expense iswas $206,~~135~~950 and $~~17,552 for the nine-month periods ended September 30, 2024 and 2023, respectively, and $~~6,~~713~~712 ~~and $5,851~~ for ~~the~~ ~~three-month periods ended September 30, 2024 and 2023, respectively. Depreciation expense for~~ the three~~-month~~ ~~and~~months ~~nine-month periods~~ ended ~~September~~March 3031, ~~2024~~2025 and ~~2023 is included in Operating Expenses on the Consolidated Statements of Operations~~2024.

Marine equipment is subject to an operating lease agreement ~~that~~ending ~~ends~~ on December 31, 2025. ~~(see~~See Note 6). for more information.

Note 5 – Intangible Assets

The Company acquired a perpetual federal fishing license, ~~from~~as part of the acquisition of Down2Fish’s assets (see Note 3 for more information), 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~~March 3031, ~~2024,~~2025 and ~~2023~~2024, the Company determined no impairment of this asset had occurred.

~~Note~~The 6Company –maintains ~~Leases~~a website and capitalizes website development costs under ASC 350-50, Website Development Costs. In April 2024, the Company capitalized $25,000 of website development costs, which is amortized on a straight-line basis over its estimated useful life of five years.

~~The~~Note ~~Company~~6 ~~leases~~– ~~marine~~Leases 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. Lessor)

The ~~amount~~Company ofleases ~~lease~~marine ~~income~~equipment ~~recognized~~to a related party in ~~Other~~an ~~Income~~operating islease ~~$12~~arrangement. The lease commenced on January 1,~~000~~ 2023 and ends December 31, 2025. The agreement provides for fixed minimum monthly lease payments of $364,000 for the ~~three-month~~term ~~and~~of ~~nine-month~~the ~~periods~~agreement. ~~ended~~At ~~September~~the ~~30,~~end ~~2024,~~of ~~and~~the ~~$12,000~~term any additional lease payment due will be calculated and ~~$32,000~~paid. ~~for~~The lessee’s right to use the ~~three-month~~marine ~~and~~equipment ~~nine-month~~is limited to periods ~~ended~~when ~~June~~the 30equipment is not in use by the Company. There is no option to purchase the equipment as part of the agreement, ~~2023~~and the Company expects to recoup the full value of the equipment upon its eventual sale. ~~Cash~~The ~~flows~~Company ~~from~~manages ~~lease~~risk ~~payments~~by ~~are~~requiring ~~expected~~the lessee to beindemnify asthe ~~follows:~~Company in the event of loss to property or persons.

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

Lease income was $12,000 and $12,000 for the three months ended March 31, 2025 and 2024. Lease income is included in revenue on the Consolidated Statements of Operations. Future lease payments expected to be received under this related-party lease are $40,000 for the remainder of 2025.

1211

ARVANA INC.

CONDENSED 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
	March 31,			December 31,
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
	2025			2024
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 a bank, interest at 6.75%, due in monthly installments of principal and interest, matures August 15, 2039, secured by a boat.	$	117,907		$	119,452
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 a bank, interest at 7.49%, due in monthly installments of principal and interest, matures March 15, 2037, secured by a boat.		4,788			7,832
Note payable to majority shareholder, interest at 5.00%, matures February 22, 2025, unsecured.		300,000			—
Note payable to seller (a related party), interest at 7.25%, due August 15, 2025, secured by membership interest in Down 2 Fish Charters, LLC.		700,000			700,000
Note payable to majority shareholder, bearing no interest, matures April 23, 2025, unsecured.		50,000			—
Note payable to majority shareholder, interest at 5.00%, matures January 31, 2026, unsecured.		300,000			300,000
Note payable to majority shareholder, bearing no interest, with various maturities, unsecured.		—			112,000
Note payable to majority shareholder, bearing no interest, matures January 31, 2026, unsecured.		50,000			50,000
Note payable to a third party, bearing no interest, matures November 9, 2024, unsecured.		33,144			33,144
Note payable to a related party, bearing no interest, matures December 31, 2025, unsecured.		24,644			24,644
Note payable to a third party, bearing no interest, matures July 16, 2024, unsecured.		10,000			10,000
Note payable to a related party, bearing no interest, matures December 31, 2025, 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
Note payable to a related party, bearing no interest, matures December 31, 2025, unsecured.		26,000			26,000
Total notes payable		1,253,373			1,031,626
Total Notes Payable		1,233,339			1,237,928
Less – current portion of notes payable		(769,145	)		(79,438	)
Less: Current Portion of Notes Payable		(11,116	)		(12,515	)
Less – current portion of related-party notes payable		(350,000	)		(112,000	)
Less: Current Portion of Related-Party Notes Payable		(1,110,644	)		(760,644	)
Total long-term portion	$	134,228		$	840,188
Notes Payable, Net of Current Portion	$	111,579		$	464,769

Principal maturities of notes payable are as follows:

Schedule of principal maturities of notes payable
Year	Amount
Remainder of 2024	$	77,621
Remainder of 2025	$	770,164
2025		1,069,136
2026		356,605
2026		9,076
2027		7,120
2027		7,730
2028		7,597
2028		8,287
2029		8,145
Thereafter		8183,~~523~~708
Total	$	1,~~253~~233,~~373~~339

1312

~~ARVANA~~Note ~~INC.~~8 – Related-Party Transactions and Notes Payable to Stockholders

~~CONDENSED~~The ~~NOTES~~Company TOhad ~~CONSOLIDATED~~an ~~FINANCIAL~~employment ~~STATEMENTS~~agreement with its former Chief Executive Officer for a salary of $120,000 per year plus incentive stock options. On July 17, 2024 the Board of Directors terminated the former CEO’s employment for cause and appointed a new Chief Executive Officer on July 17, 2024. The new CEO’s compensation is $60,000 per year beginning in July of 2024.

~~September~~At 30March 31, 2025 and December 31, 2024, the Company included $1,600 and $1,400 in related-party payables for accrued fees owed to board members for services rendered.

~~(unaudited)~~ During the three months ended March 31, 2025 and the year ended December 31, 2024, the Company recorded stock-based compensation of $44,806 and $158,655 for the grant of stock options to its former Chief Executive Officer, board members, and other parties. See Note 10 for more information.

~~Note~~During 8the -three ~~Related-Party~~months ~~Transactions~~ended March 31, 2025 and ~~Loans~~the ~~Payable~~year ended December 31, 2024, the Company has repaid non-interest-bearing notes payable to ~~Stockholders~~related parties totaling $0 and $132,000 which were due at various dates between May 30, 2024 and January 15, 2025.

~~Effective~~The ~~September 1, 2022 the~~ Company ~~signed~~has an ~~employment~~interest-bearing ~~agreement~~note ~~with~~payable ~~its~~to ~~chief~~a ~~executive~~related ~~officer~~party for $90300,000 ~~per~~with ~~year~~an ~~plus~~original ~~incentive~~due ~~stock options~~date ~~until year-end December 31, 2022, thereafter for $120,000 per year over the term. Subsequent to the end~~ of ~~the~~February ~~period the Board of Directors terminated the CEO’s employment for cause and appointed a new CEO on July 17~~22, ~~2024.~~2025 ~~The~~which ~~new CEO’s compensation~~has ~~will~~been ~~be $60~~extended,~~000~~ ~~per~~by ~~year~~mutual ~~beginning in August of 2024. At September 30~~agreement, ~~2024~~to ~~and~~January ~~December~~ 31, ~~2023 accrued payroll of $0 and $30,000, respectively, is included in related-party payables~~2026.

~~During~~The ~~the year ended December 31, 2022 the~~ Company ~~issued~~has ~~600,000~~a ~~shares~~non-interest-bearing ofnote ~~common~~payable ~~stock~~to ata ~~the~~related ~~price~~party offor $~~0.067~~50,000 with aan ~~fair~~original ~~value~~due date of ~~$40,000 to~~April ~~settle $40~~23,~~000~~ in2025 ~~accounts~~which ~~payable~~has been ~~owed~~extended, ~~to a company controlled~~ by ~~the~~mutual ~~Company’s~~agreement, ~~chief~~to ~~executive~~January ~~officer.~~31, ~~There was no gain or loss on the settlement~~2026.

AtOn ~~September~~April 304, 2024 ~~and December 31~~, ~~2023~~ the Company ~~accrued~~paid ~~$1,200~~the ~~and~~annual ~~$1,200,~~interest ~~respectively,~~payment due to ~~board~~the ~~members~~seller ~~for~~of ~~services~~Down2Fish ~~rendered. This~~in ~~amount~~connection iswith ~~included~~the innote payable related~~-party~~ to ~~payables.~~the purchase of Down2Fish.

AtSubsequent ~~September~~to ~~30,~~the ~~2024~~end ~~and~~of ~~December~~the 31reporting period, ~~2023~~ the Company ~~owed~~executed $0a ~~and~~series of amendments to promissory notes with various parties to modify the terms of the notes including extensions of their respective maturity dates (see Note 7 for more information). The terms of the amended agreement for one promissory note related to the purchase of Down2Fish, with a principal amount of $15700,000, ~~respectively~~resulted in the issuance of 500,000 restricted shares of common stock to athe ~~company~~seller ~~controlled~~of byDown2Fish ato ~~related~~hold ~~party~~as additional collateral for the fulfillment of the note. ~~website~~As ~~creation~~a result of the share issuance, ~~website~~the ~~development~~seller became a related party to the Company, and ~~hosting~~certain ~~services~~other parties became related parties due to ownership attribution. The relevant promissory notes have been properly classified on the financial statements as related-party notes payable.

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

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

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

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

Note 9 – Common Stock

The Company ~~has~~is authorized to issue 500,000,000 shares of common stock. ~~Total~~As ~~shares~~of ~~were~~March ~~107~~31,~~845,554~~ ~~shares~~2025 ~~issued~~ and ~~107,839,299~~December ~~shares outstanding as of September 30~~31, 2024, ~~and~~a total of 107,845,554 shares were issued and ~~107,839,299 shares~~ outstanding ~~as of December 31, 2023~~.

~~During~~The ~~the~~Company ~~year~~conducted ~~ended~~an ~~December~~examination ~~31,~~of ~~2022~~its ~~the~~stock ~~Company~~records ~~issued~~and 4determined 6,~~800,000~~255 shares ofpreviously ~~its~~reported ~~restricted~~as ~~common~~treasury stock atwere ano ~~price~~longer held by the Company as of $0January 1, 2024.~~067~~ ~~per~~The ~~share~~Company ~~for total~~concluded ~~proceeds~~the ofshares ~~$320~~were reissued in a prior period,~~000.~~ and the impact is immaterial. The Company ~~incurred~~removed ~~share~~the ~~issuance~~6,255 ~~costs~~shares from treasury stock and made a corresponding adjustment to additional paid-in ~~the~~capital ~~amount~~on January 1, 2024. The impact of ~~$32~~this adjustment is immaterial,~~237~~ inand ~~relation~~it todid ~~the~~not ~~share~~affect ~~issuance~~net loss or cash flows in any period presented.

During the year ended December 31, 2022 the Company issued 600,000 shares of common stock at the price of $0.067 to settle $40,000 of accounts payable owed to a company controlled by the Company’s chief executive officer. The Company incurred no share issuance costs in relation to the settlement.13

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.

ARVANA INC.

CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2024

(unaudited)

Note 9 – Common Stock – (continued)

NoDuring the three months ended June 30, 2024, the Company issued 12,500,000 shares of restricted common stock ~~was~~at ~~issued~~an ~~during~~approximate price of $0.008 per share as part of executing a consulting services agreement with its majority stockholder. The Company accounts for stock-based compensation awards in accordance with the ~~year~~provisions ~~ended~~of ASC 718, which requires that the cost of all equity-based compensation be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. Before December 31, ~~2023~~2024, the Board of Directors exercised the claw-back provision included in the consulting services agreement for all 12,500,000 shares. Due to the exercise of the claw-back provision, the stock-based compensation expense associated with this award was fully reversed and no net expense was recorded for any period.

~~During~~No ~~the~~other ~~nine-month period ended September 30, 2024 the Company issued 12,500,000~~ shares of ~~restricted~~ common stock atwere anissued ~~approximate~~during ~~price of $0.008 per share as part of executing a consulting services agreement with~~ the ~~majority~~three ~~stockholder.~~months ~~The~~ended ~~Company~~March ~~accounts for share-based compensation awards in accordance with the provisions of ASC 718~~31, ~~which~~2025 ~~addresses~~or the ~~accounting~~year ~~for~~ended ~~equity-based~~December 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 1231,~~500,000~~ ~~shares of restricted common stock~~2024.

Note 10 – Stock Options

The Company adopted the 2022 Stock Incentive Plan (“the “Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for ~~share~~stock-based compensation awards in accordance with the provisions of ASC 718, Compensation—Stock Compensation, 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 March 31, 2025 and December 31, ~~2022~~2024, the Company had 76,~~950~~150,000 options outstanding with vesting periods ofranging from 2- to 5 years and exercise prices of approximately $0.09087 per share. ~~600~~During the year ended December 31, 2024 a total of 1,800,000 options—consisting of 810,000 vested options and 990,000 unvested options—were forfeited by the former ~~members~~Chief Executive Officer and a former member of the board. ofIn ~~directors~~addition, ~~during~~ the ~~nine-month~~Board ~~period~~of ~~ended~~Directors ~~September 30,~~approved ~~2024.~~a ~~Total~~resolution ~~share-based~~to ~~compensation~~modify isthe ~~$150,712~~terms ~~for~~of the ~~nine-month~~options ~~period~~granted ~~ended~~to ~~September~~the ~~30,~~former ~~2024~~Chief Executive ~~and~~Officer ~~$249,952~~to ~~for~~cancel ~~the~~any ~~year~~vested ~~ended December~~options ~~31,~~not ~~2023~~exercised within 30 days of termination for cause. The Company ~~will~~accounts ~~recognize~~for ~~the~~forfeitures when ~~remaining~~they ~~share~~occur; accordingly, a reduction in stock-based compensation expense of $~~201~~59,~~909~~602 aswas ~~follows:~~ recorded.

Schedule of remaining share-based compensation
Year	Amount
Remainder of 2024	$	45,428
2025		151,848
2026		2,527
2027		2,106
Total	$	201,909

The Company conducted an examination of its accounting policies for stock-based compensation and determined certain awards were not properly expensed in prior periods due to the application of incorrect vesting periods and other computational errors. As a result, cumulative stock-based compensation expense was understated by $23,015 as of January 1, 2024. In accordance with ASC 250-10-45-23, the Company corrected this error by recording an adjustment to retained earnings on January 1, 2024.

~~Note 11 - Subsequent Events~~14

~~The~~Note ~~Company~~10 ~~evaluated~~– ~~its~~Stock ~~September~~Options ~~30,~~– ~~2024 financial statements for subsequent events through the date the financial statements were issued. No significant events occurred.~~ (continued)

Stock-based compensation was $44,806 and $63,327 for the three months ended March 31, 2025 and 2024. The Company will recognize the remaining $108,038 as follows:


Year	Amount
Remainder of 2025	$	103,523
2026		2,527
2027		1,988
Total	$	108,038

Note 11 – Subsequent Events

The Company evaluated subsequent events through the date these restated financial statements were issued.

On May 20, 2025, the Board of Directors of the Company appointed Andrew Morrison as a member of the board and as the Company’s Chief Financial Officer and Treasurer. This appointment was made in connection with a review of certain previously issued financial statements, including an evaluation of the appropriateness of specific accounting policies and related disclosures. As a result of this evaluation, the Company has issued the accompanying restated financial statements and intends to issue restated financial statements for the six months ended June 30, 2024 and 2023, and for the nine months ended September 30, 2024 and 2023. See Note 12 for more information on the restatements.

Subsequent to the end of the period, the Company executed a series of amendments to promissory notes with various parties to modify the terms of the notes including extensions of their respective maturity dates. See Note 7 for more information on the amended maturity dates and Note 8 for more information on the impact of these modifications resulting in the issuance of stock and changes to the treatment of related-party notes payable.

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 or D2F refer to Down 2 Fish Charters, LLC, a wholly owned subsidiary of Arvana.

FORWARD LOOKING STATEMENTS

~~The~~This ~~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~~regulatory ~~regulations~~environment, stock price, ~~operating costs~~volatility, ~~capital costs,~~ and ~~other~~cost ~~factors~~structure. Any statements ~~contained herein~~ that are not ~~statements of~~ historical ~~fact~~facts may be deemed ~~to be~~ forward-looking, ~~statements.~~and ~~You~~ can ~~identify~~often ~~forward-looking~~be ~~statements~~identified by ~~terminology~~ words such as "“may"”, "“will"”, "“should"”, "“expect"”, " “plan"”, "“intend"”, "“anticipate"”, "“believe"”, "“estimate"”, "“predict"”, ~~"potential"~~ ~~or "continue"~~“potential”, ~~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~~“continue”, ~~current conditions and expected future developments~~ as well as ~~other~~their ~~factors~~negative itforms ~~believes are appropriate in the circumstances. Actual events~~ or ~~results~~similar ~~may differ materially~~expressions. 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~~Forward-looking ~~fiscal~~statements ~~year~~are ~~end~~based ison ~~December~~assumptions ~~31.~~and ~~All~~analyses ~~information~~made ~~presented~~by ~~herein~~management isin ~~based~~light onof ~~the~~our ~~three-month~~experience, historical trends, current conditions, and ~~nine~~expected future developments, among other factors we believe are appropriate under the circumstances. Actual results may differ materially from those anticipated. We disclaim any obligation to publicly update forward-~~month~~looking ~~periods~~statements ~~ended~~or ~~September~~disclose ~~30,~~any differences between ~~2024~~actual results and ~~September~~those 30reflected in such statements. Given these uncertainties, ~~2023~~readers are cautioned not to place undue reliance on forward-looking statements.

The Company’s fiscal year end is December 31. All information presented herein relates to the three months ended March 31, 2025 and 2024, as well as year ended December 31, 2024.

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. WeThe Company 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.~~

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~~including ~~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. to the general public as well as an operating lease of its equipment to a related party.

~~Arvana~~The ~~acquired~~Company’s ~~the~~principal ~~assets~~office ~~and~~is ~~assumed~~located ~~the~~at ~~liabilities~~299 ofMain ~~Down2Fish~~Street, on13th ~~February 3~~Floor, ~~2023,~~Salt ~~from~~Lake ~~LCF Salons~~City, ~~LLC,~~Utah ~~in exchange for fifty thousand dollars ($50~~84111,~~000)~~ and aour ~~promissory~~telephone ~~note~~number inis ~~the amount of seven hundred thousand dollars~~ (~~$700,000~~702) ~~payable twenty-four (24) months after~~ ~~the closing date that bears interest of seven and one quarter percent (7¼%) per annum~~899-1072. ~~Interest on the promissory note is payable on an annual basis.~~

~~Stockholders~~The ~~approved a forward stock split of Arvana~~Company’s ~~common~~registered ~~shares~~agent onin athe ~~3-for-1~~State ~~basis~~of ~~that~~Nevada ~~was~~is ~~effected~~AA onRegistered ~~April 19~~Agents, ~~2023,~~located toat ~~stockholders of~~4869 ~~record~~Nightwood onCourt, ~~March~~Las 31Vegas, ~~2023.~~Nevada ~~All changes in the capital structure have been given retroactive effect in this periodic report~~89149.

~~Arvana’s~~The ~~office~~Company is ~~located~~traded aton ~~299~~the ~~Main~~OTC ~~Street,~~Markets ~~13th Floor~~Group, ~~Salt~~Inc.’s ~~Lake~~Pink ~~City,~~Sheets ~~Utah~~Current ~~84111~~Information ~~and~~market ~~our~~platform ~~telephone~~under ~~number~~the issymbol ~~(702) 899-1072~~“AVNI.”

AAThe ~~Registered~~Company ~~Agents—located~~has atcontinued ~~4869~~to ~~Nightwood~~seek ~~Court,~~business ~~Las~~opportunities ~~Vegas,~~in ~~Nevada~~real ~~89149—is~~estate ~~our~~development ~~registered~~while ~~agent~~continuing into operates its fishing charter business. On December 12, 2023, the ~~State~~Company announced a non-binding memorandum of understanding to acquire a Nevada-based company which is intent on expanding its specialty use concept to acquire and repurpose vacant shopping malls, outlet locations, and big box stores to attract new tenants from targeted industries that offer goods or services that are not available online. The parties have ended their discussions of the proposed transaction, and management is evaluating alternative options for pursuing this business model.

Arvana is traded on the OTC Markets Group, Inc.’s Pink Sheets Current Information market platform under the symbol “AVNI.”

While Arvana operates its fishing charter business it has continued to seek business opportunities in real estate development. On December 12, 2023, Arvana announced a non-binding memorandum of understanding to acquire a Nevada-based company which is intent on expanding its specialty use concept to acquire and repurpose vacant shopping malls, outlet locations, and big box stores to attract new tenants from targeted industries that offer goods or services that are not available online. The parties have ended their discussions of the proposed transaction, and management is evaluating alternative options for pursuing this business model.

Plan of Operation

~~Our~~The Company’s plan of operation is to support the development of ~~our~~its business, and to build on its existing business model. WeThe ~~believe~~Company believes ~~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. WeThe ~~believe~~Company ~~that~~believes dolphin tours can return net revenue on a consistent basis if weDown2Fish ~~are~~is able to attract sufficient customers to each excursion. WeDown2Fish ~~are~~is 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~~The Company’s primary impediment for equipment procurement and installation is cost. WeThe ~~are~~Company is presently considering financing options that might become available ~~to us~~ in the near term, but ~~have~~it has no assurance that financing options will become available or that ~~if such did become available, that~~ the financing terms would be tenable for ~~our~~the Company’s business. Unless or until wethe ~~can~~Company can offer excursions ~~that~~catering ~~cater~~ to a greater number of customers on each excursion, wethe Company will continue to focus on offering more fishing charter excursions to build revenue and improve ~~our~~the results of operations.

Results of Operations

During the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2024~~2025, ~~Arvana~~the ~~raised~~Company ~~capital~~did tonot ~~sustain~~obtain ~~operations,~~any ~~maintained~~new ~~its~~financing. The charter fishing business, was able to generate sufficient revenue to sustain operations for the period. Management continues to evaluate and ~~evaluated~~pursue other business opportunities including real estate ventures.

~~Our~~The Company’s results of operations for the three~~-month~~ ~~and~~months ~~nine-month periods~~ ended ~~September~~March 3031, ~~2024~~2025, as compared to the three~~-month~~ ~~and~~months ~~nine-month periods~~ ended ~~September~~March 3031, ~~2023~~2024, were as follows ~~below~~:

	Three months ended September 30						Nine months ended June 30
	Three Months Ended
	2024			2023			2024			2023
	March 31,
Revenue	$	6,134		$	10,580		$	19,964		$	23,634
	2025			2024
Operating expenses		101,770			127,713			379,048			405,267
	(Unaudited)			(Unaudited)
Loss from operations		(95,636	)		(117,133	)		(359,084	)		(381,633	)
Total Revenue	$	22,598		$	12,000
Other income (expense)		(6,078	)		(3,594	)		(17,890	)		(781,763	)
Cost of Services		7,023			4,621
Net loss	$	(101,714	)	$	(120,727	)	$	(376,974	)	$	(1,163,396	)
Gross Profit		15,575			7,379
Operating Expenses		79,191			113,894
Operating Loss		(63,616	)		(106,515	)
Other Income and Expenses		(15,494	)		(17,199	)
Net Loss	$	(79,110	)	$	(123,714	)

Revenue

~~Charter~~Total revenue from operations was $22,598 for the three~~-month~~ ~~period~~months ended ~~September~~March 3031, ~~2024 is $6~~2025,~~134~~ as compared to $1012,~~580~~000 for the ~~comparable~~ three~~-month period~~ months ended ~~September~~March 3031, ~~2023~~ 2024, aan ~~decrease~~increase of 4288.03%,. ~~and~~Revenue aswas ~~compared~~comprised toof ~~$13,830~~fishing ~~for~~charter ~~the~~services ~~three-month~~and ~~period~~lease ~~ended June 30, 2024. Charter~~ revenue from ~~operations for~~ the ~~nine~~part-~~month~~time ~~period~~lease ~~ended~~of ~~September~~the ~~30,~~Company’s marine ~~2024~~equipment. isThe ~~$19,964~~Company asexpects ~~compared~~charter revenue to ~~$23,634~~rise ~~for~~in the ~~comparable~~second ~~nine-month period~~and ~~ended~~third ~~September~~quarters ~~30,~~during ~~2023,~~the apeak ~~decrease~~fishing ~~of 15.5%~~season, and asthen taper ~~compared~~off toin ~~$13,830 for~~ the ~~three-month~~fourth ~~period~~quarter ~~ended~~as ~~June~~the ~~30,~~fishing ~~2024.~~season ~~Revenue is~~comes ~~comprised~~to ofan ~~fishing charter services~~end.

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

Cost of services for operations was $7,023 for the three months ended March 31, 2025, compared to $4,621 for the three months ended March 31, 2024, an increase of 52.0%. Cost of services was comprised of expenses directly related to operating the Company’s marine equipment, and the variation in cost of services matches management’s expectations.

Operating Expenses

Operating expenses were $79,191 for the three~~-month~~ ~~period~~months ended ~~September~~March 3031, ~~2024 are $101~~2025,~~770~~ as compared to $~~127~~113,~~713~~894 for the three~~-month~~ ~~period~~months ended ~~September 30~~March 31, ~~2023~~2024, a decrease of 2030.35%,. ~~and~~The aschanges ~~compared~~in tooperating ~~$152,239~~expenses ~~for~~over the ~~three-month~~comparative ~~period~~periods ~~ended~~were ~~June~~attributed ~~30,~~to ~~2024,~~reductions ain ~~decrease~~general ofand ~~33.2%. Operating~~administrative expenses ~~for~~including ~~the nine~~stock-~~month~~based ~~period~~compensation ~~ended~~and ~~September~~executive 30payroll, ~~2024~~offset ~~are~~by ~~$379,048~~increases asin ~~compared~~consulting ~~to $405~~fees,~~267~~ ~~for~~accounting ~~the~~fees, ~~nine-month~~and ~~period ended September~~auditing ~~30,~~expenses. ~~2023,~~The aCompany ~~decrease~~expects ofoperating ~~6.5%.~~expenses ~~The~~to ~~changes~~increase in ~~operating~~future ~~expenses~~periods ~~over~~as ~~the~~management’s ~~comparative~~business ~~periods~~development strategies are ~~attributed~~implemented towhile ~~reductions~~accounting ~~in general~~ and ~~administrative~~auditing ~~expenses~~professional ~~including~~fees ~~share-~~are ~~based~~expected ~~compensation,~~to ~~executive~~increase ~~payroll,~~over ~~and~~the ~~auditing~~next ~~expenses~~year.

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

Other ~~Expense~~income and expense resulted in a net expense of $15,494 for the three months ended March 31, 2025, compared to $17,199 for the three months ended March 31, 2024. The decrease in other income and expense over the comparative periods was attributed to reductions in interest expense charged on the boat loans as the principal balances are paid down. The Company expects to continue to recognize other income and expense in future periods as debt instruments continue to incur interest.

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

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

Net Loss

Net loss ~~for~~was ~~the three-month period ended September 30, 2024 is~~ $~~101~~79,~~714~~111 ~~compared to net loss of $120,727~~ for the three~~-month~~ ~~period~~months ended ~~September~~ ~~30,~~March ~~2023~~31, ~~a decrease of 15.7%. Net loss for the nine-month period ended September 30~~2025, ~~2024 is $376,974~~ compared to ~~net loss of~~ $1123,~~163,396~~714 for the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2023~~2024, a decrease of 6736.61%. The ~~change~~reduction in net loss over the comparative periods ~~can~~ bewas primarily attributed to aan ~~decrease~~increase in ~~losses~~fishing ~~from~~charter revenue and a decrease in operating expenses ~~and~~including ~~the~~costs ~~loss~~associated ~~recognized~~with onexecutive ~~the~~compensation ~~asset~~and ~~purchase~~stock-based ofcompensation ~~Down2Fish, offset~~as bymanagement streamlines the ~~realization~~Company’s ofoperations. ~~revenue~~The ~~from~~Company ~~charter~~expects ~~boat~~to ~~services~~continue ~~and~~to ~~other~~realize ~~income~~net ~~that~~losses isfrom ~~generated~~operations ~~through~~over athe ~~lease~~next oftwelve ~~the~~months ~~charter~~as management ~~vessels~~works to implement its business model.

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

WeThe Company ~~expended~~spent no$6,676 ~~amounts~~ on capital expenditures during the three~~-month~~ ormonths ~~nine-month periods~~ ended ~~September~~March 3031, ~~2024~~2025 ~~and~~to ~~September~~purchase ~~30,~~marine ~~2023~~equipment for fishing charters. The Company did not make any capital expenditures during the three months ended March 31, and 2024.

Liquidity and Capital Resources

Since inception, wethe ~~have~~Company has experienced significant changes in liquidity, capital ~~resources~~structure, and stockholders'’ ~~equity (~~deficit).

WeThe Company had current assets of $927,~~357~~582 as of ~~September~~March 3031, ~~2024 consisting of cash and a bond as compared to current assets of $16~~2025,~~386~~ ~~as of September 30, 2023~~ consisting of cash and a bond, ~~and as~~ compared to ~~current assets of~~ $2718,~~171~~393 as of December 31, ~~2023~~2024, with ~~consisting~~a ofsimilar ~~cash~~asset ~~and a bond~~composition. Total assets were ~~$178,600~~ ~~as of September 30, 2024 consisting of current assets, property, equipment, and intangible assets as compared to total assets of~~ $209,~~283~~841 as of ~~September~~March 3031, ~~2023~~2025, ~~consisting~~including of current assets, property, and equipment, and intangible assets, ~~and as~~ compared to $~~216~~202,~~549~~176 as of December 31, ~~2023 consisting of current assets~~2024, ~~property,~~with ~~equipment,~~a ~~and~~similar ~~intangible~~asset ~~assets~~composition.

WeThe Company had current liabilities of $1,~~232~~383,~~760~~532 as of ~~September~~March 3031, ~~2024~~2025 consisting of accounts payable, ~~related-~~deferred ~~party payables~~revenue, ~~and the current portion of long-term debt as compared to current liabilities of $201,136 as of September 30, 2023 consisting of accounts payable,~~ related-party payables, and the current portion of long-term debt, ~~and as~~ compared to current liabilities of $~~338~~988,~~487~~373 as of December 31, ~~2023 consisting of accounts payable~~2024, ~~related-party~~with ~~payables,~~a ~~and~~similar ~~the current portion of long-term debt~~composition. Total liabilities were $1,~~366~~491,~~988~~111 as of ~~September~~March 3031, ~~2024 consisting of current liabilities and notes payable net of current portion as compared to total liabilities of $1~~2025,~~080,720~~ ~~as of September 30, 2023~~ consisting of current liabilities and notes payable ~~net of current portion~~, ~~and as~~ compared to ~~total liabilities of~~ $1,~~178~~453,~~675~~142 as of December 31, ~~2023~~2024, ~~consisting~~with ofa ~~current~~similar ~~liabilities and notes payable net of current portion~~composition. The increase in current liabilities in the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2024~~2025 iswas attributed primarily to the transition of ~~long-term~~related ~~debt~~party ~~due~~notes inpayable ~~connection~~from ~~with~~long-term ~~the~~debt ~~acquisition of Down2Fish~~ to current liabilities ~~from the year ended December 31, 2023~~ in ~~which~~anticipation itof ~~was~~upcoming ~~classified as a long-term liability.~~maturity dates.

WeThe Company had a working capital deficit of $1,~~223~~355,~~403~~950 as of ~~September~~March 3031, ~~2024 as compared to a working capital deficit of $184~~2025,~~750~~ ~~as of September 30, 2023, and as~~ compared to ~~a working capital deficit of~~ $~~311~~20,~~316~~333 as of December 31, ~~2023~~2024. The increase in this ~~these~~deficit ~~deficits~~was is primarily attributed to the transition of long-term debt ~~due in connection with the acquisition of Down2Fish~~ to current liabilities ~~from~~as ~~the~~maturity ~~year~~dates ~~ended~~approach ~~December~~for ~~31, 2023 in which it was classified as a long-term liability~~notes payable.

~~Net~~ Total stockholders'’ deficit inwas ~~Arvana is~~ $1,~~188~~285,~~052~~270 as of ~~September~~March 3031, ~~2024~~2025, as compared to ~~a net stockholders' deficit of~~ $~~871~~1,~~437~~250,966 as of ~~September~~December 3031, ~~2023,~~2024. ~~and~~The asstockholders’ deficit ~~compared~~has continued to aincrease ~~net~~as ~~stockholders'~~the ~~deficit~~Company ofincurs ~~$962,126~~professional asfees ofand ~~December~~other ~~31,~~expenses ~~2023~~related to developing management’s business plans.

Cash Flows from Operating Activities

Net cash provided by operating activities was $16,454 for the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2024 is $3~~2025,~~439~~ as compared to net cash used in operating ~~activities~~ activities of $~~148~~67,~~773~~619 for the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2023~~2024. ~~Net~~ Non-cash ~~used~~items inimpacting ~~operating~~net ~~activities~~cash ~~can~~from beoperating ~~attributed~~activities toincluded depreciation ~~book~~and ~~expense~~amortization ~~items~~as ~~that~~well doas ~~not~~stock-based ~~affect~~compensation. ~~the~~In ~~total~~addition, ~~amount~~changes ~~relative~~in tobalance ~~actual~~sheet ~~cash used~~ accounts—such as ~~depreciation~~current ~~expense~~assets, ~~share-based~~accounts payable, ~~compensation~~deferred revenue, and ~~loss~~related-party onpayables—also ~~asset~~affected ~~purchase.~~operating ~~Balance~~cash ~~sheet~~flow. ~~accounts~~The ~~that~~Company ~~affect~~expects ~~cash~~to ~~but~~have ~~are~~use ~~not~~cash ~~income~~flow in ~~statement~~operating ~~related~~activities ~~items~~over ~~that~~the ~~are~~next ~~added~~twelve months or ~~deducted to~~until ~~arrive~~such attime ~~net~~as ~~cash~~Down2Fish ~~used~~generates insufficient ~~operating~~revenue ~~activities~~from ~~include~~operations ~~current~~to ~~assets,~~sustain the ~~accounts~~costs ~~payable,~~of ~~and related-party payables~~operations.

As part of its operational growth strategy, the Company is assessing its personnel needs and anticipates hiring up to five additional employees, including accounting staff, by December 31, 2025. These potential additions are intended to support increased business activity and strengthen the Company’s internal finance and reporting capabilities.

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 was $6,676 for the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2024~~2025, iscompared to $0 asfor ~~compared~~the tothree ~~net~~months ~~cash~~ended ~~used~~March 31, 2024. The Company anticipates future use of cash in investing activities due to expected investment in the expansion of ~~$51~~its fishing charter business. However,~~654~~ ~~for~~as of March 31, 2025, the ~~nine-month~~Company ~~period~~had ~~ended~~no ~~September~~formal ~~30,~~commitments ~~2023.~~for capital expenditures.

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

Cash Flows from Financing Activities

Net cash used in financing activities was $4,589 for the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2024 is $16~~2025,~~253~~ as compared to net cash provided by financing ~~activities~~ activities of $61179,~~348~~341 for the ~~nine-month~~three ~~period~~months ended ~~September~~March 3031, ~~2023~~2024. Net cash used in financing activities in the ~~nine-month~~three ~~period~~ months ended ~~September~~March 3031, ~~2024~~2025 was isprimarily ~~attributed~~due repayments of notes payable related to ~~payments~~the onfishing ~~loans~~charter ~~payable~~boats. Net cash provided by financing activities infor the three ~~nine-~~months ~~month period~~ ended ~~September~~March 3031, ~~2023~~2024 iswas attributed to ~~the~~funds ~~proceeds~~received offrom ~~loans~~related-party notes payable, partially offset by ~~payments~~repayments onof existing ~~loans~~notes payable and other related-party obligations. The Company plans to receive net cash provided by financing activities over the next twelve months through additional private equity placements, public offerings, or private debt to fund continued expansion of its business.

WeThe ~~expect~~Company’s assets were insufficient as of March 31, 2025 to ~~continue~~implement its plan of operation to ~~use~~expand ~~net~~its ~~cash~~business ~~provided~~operations. byManagement anticipates ~~financing~~conducting ~~activities~~additional ~~over~~private equity offerings to meet the ~~next~~Company’s ~~twelve~~objectives, ~~months~~and ~~generated~~may ~~through~~seek additional ~~private~~loans in the ~~equity~~short ~~placements,~~term ~~public~~to ~~offerings,~~sustain oroperations. ~~private~~Management ~~debt~~is confident the Company’s efforts to ~~fund~~realize ~~continued~~additional ~~expansion~~funding ofwill ~~our~~be ~~business~~successful. As of March 31, 2025, the Company had no lines of credit or other bank financing arrangements, and it does not anticipate paying cash dividends in the foreseeable future.

Arvana’s assets are insufficient as of September 30, 2024 to implement its plan of operation to expand its business operations. We anticipate conducting another private equity offering to meet our objectives and may seek additional loans in the short term to sustain operations. Management is confident that its efforts to realize additional funding will be successful.

Arvana does not intend to pay cash dividends in the foreseeable future.

Arvana had no lines of credit or other bank financing arrangements as of September 30, 2024.

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

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

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

Arvana has no current plans to make any additional changes in the number of employees.

Off-Balance Sheet Arrangements

WeThe doCompany does not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, ~~also~~ also known as “special purpose entities.”

Critical Accounting Policies

The preparation of financial statements in accordance with U.S. GAAP requires usmanagement to make estimates and assumptions affecting the ~~reported~~ 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. WeManagement ~~base~~bases ~~our~~its estimates and assumptions on current facts, historical experience, and various other factors it ~~that~~believes ~~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. WeManagement continually reviews ~~review~~these ~~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 Companymanagement’s ~~results of operations and financial position~~estimates.

A summary of the Company’s critical accounting policies is provided in Note 1 to the audited financial statements for the years ended December 31, 2024 and 2023, which are included in the Company’s most recent Form 10-K. In the notes management discusses 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~~Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this ~~quarterly~~Quarterly ~~report~~Report, anthe ~~evaluation was carried out by Arvana~~Company’s management, with the participation of the ~~chief~~Chief ~~executive~~Executive Officer ~~officer~~ and the ~~acting~~Chief ~~chief~~Financial ~~financial officer~~Officer, conducted an evaluation of the effectiveness of ~~Arvana~~the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d -15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of ~~September~~ 30March 31, ~~2024~~2025. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports ~~filed~~ filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the ~~Commission~~SEC’s rules and forms, and that such information is accumulated and communicated to management, including ~~its~~the ~~chief~~Chief ~~executive~~Executive ~~officer~~Officer and the ~~chief~~Chief ~~financial~~Financial ~~officer~~Officer, to allow timely decisions regarding required disclosures.

Based on ~~that~~this evaluation, ~~Arvana~~management concluded that the Company’s ~~management~~disclosure ~~concluded,~~controls and procedures were not effective as of March 31, 2025. This conclusion was due to material weaknesses in internal control over financial reporting related to the ~~end~~application of certain accounting policies, including the ~~period~~capitalization ~~covered~~of bywebsite ~~this~~development ~~report~~costs, ~~that~~accrual ~~Arvana~~of professional fees, and accounting for stock-based compensation. These material weaknesses contributed to the restatement of the Company’s ~~disclosure~~previously filed financial statements for ~~controls~~the ~~and~~first ~~procedures~~three ~~were~~quarters ~~effective~~of in2024. ~~recording,~~While ~~processing,~~the ~~summarizing~~financial statements for the year ended December 31, 2024 and for the current reporting ~~information~~period reflect ~~required~~the tocorrected beaccounting ~~disclosed~~treatment, ~~within~~ the ~~time~~control ~~periods~~deficiencies ~~specified~~that ingave rise to the ~~Commission’s~~material ~~rules~~weaknesses ~~and~~have ~~forms~~not yet been fully remediated. In addition, ~~and~~the ~~such~~Company ~~information~~lacks ~~was~~sufficient ~~accumulated~~accounting personnel to achieve proper segregation of duties within the finance and ~~communicated~~accounting tofunctions. ~~management~~As part of the remediation efforts undertaken by the Board of Directors, ~~including~~ ~~its~~a ~~chief~~new ~~executive~~Chief ~~officer~~Financial ~~and~~Officer ~~chief~~was appointed ~~financial~~on ~~officer~~May 20, 2025 to ~~allow~~oversee ~~timely~~the ~~decisions~~implementation ~~regarding~~of ~~required~~improvements ~~disclosures.~~to the Company’s financial reporting and internal control processes.

Changes in Internal Control over Financial Reporting

There ~~have~~were ~~been~~ no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the ~~quarter~~ three months ended ~~September~~March 3031, ~~2024~~2025, that materially affected, or are reasonably likely to materially affect, ~~Arvana~~the Company’s internal control over financial reporting.

However, as disclosed above, subsequent to the end of the reporting period, the Company began implementing remedial measures to address the identified control deficiencies. These measures include:

•

Hiring a new Chief Financial Officer to oversee the implementation of remedial actions;

•

Enhancing internal review and approval processes for accounting estimates and journal entries;

•

Improving documentation and evaluation of complex or judgmental accounting matters; and

•

Increasing oversight over third-party service providers involved in financial reporting.

Management will continue to monitor the effectiveness of these remediation efforts and will make further changes as necessary to ensure internal control over financial reporting is effective in future periods.

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~~OTHER INFORMATION

~~Limited Risk~~Disclosure ~~Management~~Regarding ~~Strategy~~Rule ~~for~~10b5-1 ~~Handling~~and ~~Sensitive~~non-Rule ~~Data~~10b5-1 Trading Arrangements

~~Arvana is committed~~During to the ~~integrity~~three ~~and~~months ~~security~~ended ofMarch ~~the~~31, ~~sensitive~~2025, ~~data~~no ~~that~~director itor ~~collects~~officer, ~~maintains,~~as ~~and~~defined ~~transmits~~in ~~across~~Rule ~~its~~16a-1(f) ~~computer~~under ~~systems.~~the ~~Over~~Securities ~~the ordinary~~Exchange ~~course~~Act of ~~our business, Arvana and its third party service providers~~ 1934 (~~such~~ as ~~charter booking services~~amended) ~~collect~~, ~~maintain,~~of ~~and transmit~~the ~~sensitive~~Company ~~data~~has ~~including~~adopted ~~proprietary~~ or ~~confidential~~terminated ~~business~~a ~~information~~“Rule ~~(such~~10b5-1 astrading ~~operational~~arrangement” ~~data~~or ~~and~~“non-Rule ~~personal~~10b5-1 ~~information).~~trading ~~The~~arrangement” ~~secure~~as ~~maintenance~~each ofterm ~~this information~~ is ~~critical~~defined toin ~~our~~Item ~~business~~408(a) ~~and~~of ~~reputation~~Regulation S-K.

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.CYBERSECURITY

~~Arvana’s~~Risk ~~current~~Management ~~risk~~and ~~management~~Strategy ~~strategy may not fully account~~ for orHandling ~~mitigate~~Sensitive 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.Data

WeThe ~~have~~Company ~~adopted~~is acommitted ~~cybersecurity governance structure~~ to ~~identify,~~maintaining ~~assess,~~the ~~and~~integrity ~~manage material risks from cybersecurity threats that include a framework to respond to~~ and ~~assess~~security ~~internal~~of ~~and~~sensitive ~~external~~data ~~threats to the security~~collected, ~~confidentiality~~maintained, ~~and~~or ~~integrity~~transmitted ofacross ~~Arvana’s data~~its ~~and information~~ systems. In ~~Under~~the ~~which~~ordinary ~~framework~~course ~~management~~of isbusiness, ~~responsible~~the ~~for~~Company ~~assessing~~ and ~~managing~~its ~~material~~third-party ~~risks~~service ~~that~~providers—such ~~arise~~as ~~from cybersecurity~~charter ~~threats.~~booking Weplatforms—handle sensitive ~~have~~information, ~~not~~including ~~engaged~~confidential ~~third-party~~business ~~qualified~~data ~~contractors~~and orpersonal ~~claim~~information. ~~any~~Protecting ~~management~~this ~~expertise~~data ~~from~~is ~~which~~critical to ~~draw~~its inoperations ~~the~~and ~~event of cybersecurity threats~~reputation.

~~Governance~~The Company employs administrative, technical, and physical safeguards to mitigate cybersecurity risks. However, its risk management strategy has certain limitations due to factors such as the evolving nature of ~~Cybersecurity~~cyber ~~Issues~~threats, resource constraints, and the inherent vulnerabilities associated with the technologies used by both the Company and its third-party service providers. The Company relies on cloud service providers, consultants, and other vendors for core business functions. These providers may have access to sensitive data or information systems, and management oversees them through vendor diligence processes. Vendors are generally assessed for cybersecurity risk based on the type of service provided, level of access, and related supply chain exposure.

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~~the Company has ~~not~~adopted ~~experienced~~a cybersecurity ~~incidents~~governance inframework ~~the~~designed ~~past~~to identify, itassess, ~~cannot~~and ~~guarantee~~manage ~~that~~material ~~our~~risks from cybersecurity threats, ~~safeguards~~the ~~will~~Company ~~prevent~~acknowledges ~~breaches or~~that ~~breakdowns~~its ofcurrent ~~our~~risk ~~third-party~~management ~~service~~strategy ~~providers’~~may ~~information~~not ~~technology~~fully ~~systems,~~mitigate ~~particularly~~all inpotential ~~the~~risks ~~face~~posed ofby ~~continually evolving~~emerging technologies or sophisticated threat actors. A cybersecurity ~~threats~~incident could result in reputational damage, regulatory liability, financial loss, and ~~increasingly~~disruption ~~sophisticated~~of ~~threat~~business ~~actors~~operations.

AThe ~~cybersecurity~~Company ~~incident~~has ~~could~~not, ~~materially~~to ~~affect~~date, ~~our~~experienced ~~business,~~any ~~results~~cybersecurity ofincidents. ~~operations~~However, ~~financial~~there ~~condition,~~is ~~and~~no ~~reputation,~~guarantee inthat ~~addition to~~its ~~potentially~~systems—or ~~subjecting~~those usof its tothird-party ~~government~~vendors—will ~~investigations,~~remain ~~litigation,~~unaffected ~~fines,~~by orfuture ~~other~~attacks ~~damages~~or breaches.

~~ITEM~~Governance ~~6. OTHER~~of ~~INFORMATION~~Cybersecurity Issues

~~During~~The ~~the~~Company ~~three~~has ~~months~~implemented ~~ended~~a ~~September~~cybersecurity ~~30,~~governance ~~2024~~framework ~~no director or officer, as defined in Rule 16a-1(f)~~ under ~~the~~which ~~Securities~~management ~~Exchange~~is ~~Act~~responsible offor ~~1934~~identifying, as ~~amended~~assessing, ofand ~~Arvana~~managing material ~~has~~cybersecurity ~~adopted~~risks. orThe ~~terminated~~Company ahas ~~“Rule~~not ~~10b5-1~~engaged ~~trading~~any ~~arrangement” or “non~~third-~~Rule~~party ~~10b5-1~~cybersecurity ~~trading~~consultants, ~~arrangement” as~~nor ~~each~~does ~~term~~it iscurrently ~~defined~~have inpersonnel with ~~Item~~specialized ~~408(a)~~cybersecurity ~~of Regulation S-K~~expertise.

~~ITEM~~Under 7the governance framework, any material cybersecurity threats identified by management are promptly reported to the Audit Committee of the Board of Directors. ~~EXHIBITS~~ The Audit Committee holds primary oversight responsibility for cybersecurity matters, including:

~~Exhibits required~~• toManagement berisks ~~attached~~relating ~~by Item 601 of Regulation S-K are listed in the Index~~ to ~~Exhibits~~data onprivacy, ~~page~~technology, ~~25 of this Form 10-Q~~ and ~~are~~information ~~incorporated herein by this reference.~~security;

•

Evaluation of The Company’s cybersecurity safeguards and backup systems;

•

Oversight of internal controls, cybersecurity policies, and procedures; and

•

Coordination with management and auditors regarding information security practices.

The Audit Committee receives an annual briefing on material cybersecurity threats and incidents, including topics such as risk assessments, vendor relationships, control decisions, and responses to actual or attempted breaches. The Committee may also recommend changes or enhancements to the Company’s cybersecurity policies and controls based on these discussions.

The Company has not identified any material cybersecurity risks or incidents as of the date of this filing. However, the Company cannot guarantee its cybersecurity safeguards will prevent breaches or breakdowns of 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 the Company to government investigations, litigation, fines, penalties, or other damages.

ITEM 6.

EXHIBITS

All exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 26 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~~ the undersigned thereunto duly authorized.

ARVANA INC.

Date: ~~November 25~~ July 16, ~~2024~~2025

By: /s/ James Kim ~~James Kim, Chief Executive Officer and acting Chief Financial Officer~~

James Kim

Chief Executive Officer

(Principal Executive Officer)

Date: July 16, 2025

By: /s/ Andrew E. Morrison

Andrew E. Morrison

Chief Financial Officer

(Principal Financial and Accounting Officer)

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 an 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).
31.1	Certifications of Chief Executive 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.
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).
31.2	Certifications of 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.
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.
32.1	Certifications 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.
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.
99.10	Audited financial statements of Down 2 Fish Charters LLC for the years ended December 31, 2021 and 2020 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.
99.20	Unaudited financial statements of Down 2 Fish Charters LLC for the three and nine months ended September 30, 2022 and 2021 filed with the Commission on February 3, 2023.
101.INS(1)	XBRL Instance Document
99.30	Unaudited Pro Forma Combined Financial Statements for the year ended December 31, 2021 and nine months ended September 30, 2022 filed with the Commission on February 3, 2023.
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.

CERTIFICATIONS OF CHIEF EXECUTIVE 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:

I have reviewed this Quarterly Report on Form 10-Q of Arvana Inc;

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;

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;

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:

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;

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;

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

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

The registrant’s other certifying officer and 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):

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

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

Date: July 16, 2025

By: /s/ James Kim

James Kim

Chief Executive Officer

(Principal Executive Officer)

CERTIFICATIONS OF 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, Andrew E. Morrison, certify that:

I have reviewed this to the Quarterly Report on Form 10-Q of Arvana Inc;

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

Date: July 16, 2025

By: /s/ Andrew E. Morrison

Andrew E. Morrison

Chief Financial Officer

(Principal Financial and Accounting Officer)

CERTIFICATIONS 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 Quarterly Report of Arvana Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2025, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), the undersigned officers of the Company certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to §906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge and belief:

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Arvana Inc.

Date: July 16, 2025 By: /s/ James Kim

James Kim

Chief Executive Officer

(Principal Executive Officer)

Date: July 16, 2025 By: /s/ Andrew E. Morrison

Andrew E. Morrison

Chief Financial Officer

(Principal Financial and Accounting Officer)

Filing Compare · ARVANA INC