UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15D OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED ~~JUNE~~SEPTEMBER 30, 2025 or

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____TO_____.

Commission file number: 000-30695

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.)

Nevada

(State or other jurisdiction of

incorporation or organization)

87-0618509

(I.R.S. Employer

Identification No.)

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

(Address of principal executive offices) (Zip Code)

(702) 899-1072

(Registrant’s telephone number, including area code)

N/A

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

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

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

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

Yes ☒ No ☐

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

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

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

The number of shares outstanding of the issuer’s common stock, par value $0.001 (the only class of voting stock) on ~~August~~December 131, 2025 was ~~120~~127,~~845~~274,~~554~~125.

TABLE OF CONTENTS

PART I	FINANCIAL INFORMATION	PAGE

Item 1.	Condensed Consolidated Financial Statements (Unaudited)		3

	Condensed Consolidated Balance Sheets		4

	Condensed Consolidated Statements of Operations		5

	Condensed Consolidated Statements of Stockholders’ Deficit		6

	Condensed Consolidated Statements of Cash Flows		7

	Notes to Condensed Consolidated Financial Statements		8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Operations		21

Item 3.	Quantitative and Qualitative Disclosure About Market Risk		24

Item 4.	Controls and Procedures		24

PART II	OTHER INFORMATION

Item 1.	Legal Proceedings		25

Item 1A.	Risk Factors		25

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		25

Item 3.	Defaults Upon Senior Securities		25

Item 4.	Mine Safety Disclosures		25

Item 5.	Other Information		26

Item 6.	Exhibits		26

	Signatures		27

	Index to Exhibits

TABLE OF CONTENTS
		PAGE
PART I	FINANCIAL INFORMATION
Item 1.	Condensed Consolidated Financial Statements (Unaudited)	4
	Condensed Consolidated Balance Sheets	5
	Condensed Consolidated Statements of Operations	6
	Condensed Consolidated Statements of Stockholders’ Deficit	7
	Condensed Consolidated Statements of Cash Flows	8
	Notes to Condensed Consolidated Financial Statements	9
Item 2.	Management’s Discussion and Analysis of Financial Condition and Operations	20
Item 3.	Quantitative and Qualitative Disclosure About Market Risk	25
Item 4.	Controls and Procedures	25
PART II	OTHER INFORMATION
Item 1.	Legal Proceedings	27
Item 1A.	Risk Factors	27
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	27
Item 3.	Defaults Upon Senior Securities	27
Item 4.	Mine Safety Disclosures	27
Item 5.	Other Information	27
Item 6.	Exhibits	29
	Signatures	29
	Index to Exhibits	30

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

Arvana Inc.

Condensed Consolidated Balance Sheets

As of ~~June~~September 30, 2025 and December 31, 2024

	June 30,
	September 30,			December 31,
	2025			~~December 31,~~2024
ASSETS	(Unaudited)			~~2024~~
Current Assets:
Cash and Cash Equivalents	$	~~16,806~~—		$	18,293
Other Current Assets		75,~~500~~625			100
Total Current Assets		245,~~306~~625			18,393
Non-Current Assets:
Property and Equipment, Net (Note 4)		129,442			136,533
Deferred Offering Costs		500,000			—
Intangible Assets, Net (Note 5)		44,750			47,250
Property and Equipment, Net (Note 4)		—			136,533
Total Non-Current Assets		174,192			183,783
Intangible Assets, Net (Note 5)		17,500			47,250
Total Assets	$	198,498		$	202,176
Total Non-Current Assets		517,500			183,783
Total Assets	$	523,125		$	202,176
LIABILITIES AND STOCKHOLDERS' DEFICIT
Current Liabilities:
Accounts Payable	$	6978,~~263~~914		$	62,172
Deferred Revenue		—			9,000
Other Current Liabilities		~~15,926~~—			4,157
Related-Party Payables (Note 8)		~~335~~662,~~147~~263			139,885
Current Portion Related-Party Notes Payable (Note 8)		1,110,644			760,644
Current Portion Related-Party Notes Payable, $700,000 and $0 in default at September 30, 2025 and December 31, 2024, respectively (Note 8)		1,050,000			760,644
Current Portion Third-Party Notes Payable (Note 7)		6,436			12,515
Current Portion Notes Payable (Note 7)		—			12,515
Total Current Liabilities		1,~~537~~791,~~416~~177			988,373
Long-Term Liabilities:
Related-Party Notes Payable, Net Current Portion (Note 8)		—			350,000
Third-Party Notes Payable, Net Current Portion (Note 7)		109,945			114,769
Notes Payable, Net Current Portion (Note 7)		—			114,769
Total Long-Term Liabilities		~~109,945~~—			464,769
Total Liabilities		1,~~647~~791,~~361~~177			1,453,142
Commitments and Contingencies		—			—
Stockholders' Deficit:
Common stock, $0.001 par value, 500,000,000 shares authorized, 108,345,554 issued and outstanding at June 30, 2025, and 107,845,554 issued and outstanding at December 31, 2024		108,347			107,847
Common stock, $0.001 par value, 500,000,000 shares authorized, 122,274,125 issued and outstanding at September 30, 2025, and 107,845,554 issued and outstanding at December 31, 2024		122,276			107,847
Additional Paid-in Capital		3640,~~958~~141,~~247~~369			36,668,638
Accumulated Deficit		(38,515,457	)		(38,027,451	)
Deferred Stock Compensation		(2,032,625	)		—
Total Stockholders' Deficit		(1,448,863	)		(1,250,966	)
Accumulated Deficit		(39,499,072	)		(38,027,451	)
Total Liabilities and Stockholders' Deficit	$	198,498		$	202,176
Total Stockholders' Deficit		(1,268,052	)		(1,250,966	)
Total Liabilities and Stockholders' Deficit	$	523,125		$	202,176

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

Arvana Inc.

Condensed Consolidated Statements of Operations

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

(Unaudited)

	Three Months Ended June 30,						Six Months Ended June 30,
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2025			2024			2025			2024
Revenue:
Charter Revenue	$	402,~~930~~850		$	136,~~830~~134		$	5154,~~528~~378		$	1319,~~830~~964
Lease Revenue		126,000			12,000			2430,000			2436,000
Total Revenue		528,~~930~~850			2518,~~830~~134			7584,~~528~~378			3755,~~830~~964
Cost of Services		203,~~789~~315			138,~~769~~412			2731,~~812~~127			1826,~~390~~802
Gross Profit		325,~~141~~535			129,~~061~~722			4753,~~716~~251			1929,~~440~~162
Operating Expenses:
Amortization Expense		1,250			1,250			23,~~500~~750			12,~~250~~500
Depreciation Expense		63,~~950~~475			6,711			1317,~~900~~375			1320,~~423~~134
General and Administrative		88695,~~855~~576			92(7,~~180~~311	)		~~138~~834,~~794~~370			~~198~~190,~~152~~841
Professional Fees		~~140~~104,~~522~~776			4549,~~970~~302			~~161~~266,~~574~~350			4796,~~180~~482
Total Operating Expenses		~~237~~805,~~577~~077			~~146~~49,~~111~~952			~~316~~1,~~768~~121,845			~~260~~309,~~005~~957
Operating Loss		(~~205~~799,~~436~~542	)		(~~134~~40,~~050~~230	)		(~~269~~1,~~052~~068,594	)		(~~240~~280,~~565~~795	)
Other Income and Expense:
Interest Income		—			6521			—			30551
Interest Expense		(~~334~~312,~~168~~357	)		(19,~~178~~496	)		(~~349,~~662,019	)		(3655,~~401~~897	)
Gain on Debt Extinguishment		~~130~~50,~~708~~000			—			~~130~~180,708			—
Total Other Income and Expense		(203,460	)		(19,172	)		(218,954	)		(36,371	)
Gain on Spinoff of Subsidiary		78,284			—			78,284			—
Net Loss	$	(408,896	)	$	(153,222	)	$	(488,006	)	$	(276,936	)
Total Other Income and Expense		(184,073	)		(18,975	)		(403,027	)		(55,346	)
Net Loss	$	(983,615	)	$	(59,205	)	$	(1,471,621	)	$	(336,141	)
Earnings Per Share:
Basic and Diluted	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)
Basic	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Diluted	$	(0.01	)	$	(0.00	)	$	(0.01	)	$	(0.00	)
Weighted Average Shares Outstanding:
Basic and Diluted		108,191,708			107,845,554			108,019,587			107,845,554
Basic		119,583,908			107,845,554			112,132,838			107,845,554
Diluted		119,583,908			107,845,554			112,132,838			107,845,554

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

Arvana Inc.

Condensed Consolidated Statements of Stockholders’ Deficit

For the Three and ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

(Unaudited)

					Additional			Deferred									~~Total~~			Total
	Common Stock				Paid-in			~~Accumulated~~Stock			~~Treasury Stock~~Accumulated			Treasury Stock			~~Stockholders'~~			Stockholders'
	Shares		Amount		Capital			~~Deficit~~Compensation			~~Shares~~Deficit			~~Amount~~Shares			~~Deficit~~Amount			Deficit
Balance December 31, 2023		107,845,554	$	107,847	$	36,490,304		$	~~(37,556,941~~—	)	$	(637,~~255~~556,941	)	$	(36,~~336~~255	)	$	(~~962~~3,~~126~~336	)	$	(962,126	)
Restatement Adjustment		—		—		23,015			~~(23,015~~—	)		—(23,015	)		—			—			—
Reissued Treasury Shares		—		—		(3,336	)		—			~~6,255~~—			36,~~336~~255			—3,336			—
Stock-Based Compensation		—		—		63,327			—			—			—			~~63,327~~—			63,327
Net Loss		—		—		—			~~(123,714~~—	)		—(123,714	)		—			~~(123,714~~—	)		(123,714	)
Balance March 31, 2024		107,845,554		107,847		36,573,310			~~(37,703,670~~—	)		—(37,703,670	)		—			~~(1,022,513~~—	)		(1,022,513	)
Stock-Based Compensation		—		—		63,327			—			—			—			~~63,327~~—			63,327
Net Loss		—		—		—			~~(153,222~~—	)		—(153,222	)		—			~~(153,222~~—	)		(153,222	)
Balance June 30, 2024		107,845,554	$	107,847	$	36,636,637		$	~~(37,856,892~~—	)		—(37,856,892	)	$	—		$	~~(1,112,408~~—	)		(1,112,408	)
Balance December 31, 2024		107,845,554	$	107,847	$	36,668,638		$	(38,027,451	)		—		$	—		$	(1,250,966	)
Stock-Based Compensation		—		—		(13,800	)		—			—			—			—			(13,800	)
Stock-Based Compensation		—		—		44,806			—			—			—			44,806
Net Loss		—		—		—			—			(59,205	)		—			—			(59,205	)
Net Loss		—		—		—			(79,110	)		—			—			(79,110	)
Balance September 30, 2024		107,845,554	$	107,847	$	36,622,837		$	—		$	(37,916,097	)		—		$	—		$	(1,185,413	)
Balance March 31, 2025		107,845,554		107,847		36,713,444			(38,106,561	)		—			—			(1,285,270	)
Balance December 31, 2024		107,845,554	$	107,847	$	36,668,638		$	—		$	(38,027,451	)		—		$	—		$	(1,250,966	)
Common Stock Issued with Debt Amendment		500,000		500		199,500			—			—			—			200,000
Stock-Based Compensation		—		—		44,806			—			—			—			—			44,806
Stock-Based Compensation		—		—		45,303			—			—			—			45,303
Net Loss		—		—		—			—			(79,110	)		—			—			(79,110	)
Net Loss		—		—		—			(408,896	)		—			—			(408,896	)
Balance March 31, 2025		107,845,554		107,847		36,713,444			—			(38,106,561	)		—			—			(1,285,270	)
Balance June 30, 2025		108,345,554	$	108,347	$	36,958,247		$	(38,515,457	)		—		$	—		$	(1,448,863	)
Common Stock Issued with Debt Extinguishment		500,000		500		199,500			—			—			—			—			200,000
Stock-Based Compensation		—		—		45,303			—			—			—			—			45,303
Net Loss		—		—		—			—			(408,896	)		—			—			(408,896	)
Balance June 30, 2025		108,345,554		108,347		36,958,247			—			(38,515,457	)		—			—			(1,448,863	)
Common Stock Issued for a Commitment Fee		1,428,571		1,429		498,571			—			—			—			—			500,000
Stock-Based Compensation		12,500,000		12,500		2,684,551			(2,032,625	)		—			—			—			664,426
Net Loss		—		—		—			—			(983,615	)		—			—			(983,615	)
Balance September 30, 2025		122,274,125	$	122,276	$	40,141,369		$	(2,032,625	)	$	(39,499,072	)		—		$	—		$	(1,268,052	)

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

Arvana Inc.

Condensed Consolidated Statements of Cash Flows

For the ~~Six~~Nine Months Ended ~~June~~September 30, 2025 and 2024

(Unaudited)

	Six Months Ended
	Nine Months Ended
	June 30,
	September 30,
	2025			2024
Cash Flows from Operating Activities:
Net Loss	$	(~~488~~1,~~006~~471,621	)	$	(~~276~~336,~~936~~141	)
Adjustments to reconcile net loss to net cash provided by (used in) operating activities:
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		1621,~~400~~125			1422,~~673~~634
Amortization of debt discount		~~250~~354,~~000~~420			—
Gain on debt extinguishment		(~~130~~180,708	)		—
Stock-based compensation		90,109			126,654
Gain on spinoff of subsidiary		(78,284	)		—
Stock-based compensation		754,535			112,854
Changes in assets and liabilities:
Change in other current assets		(75,~~400~~525	)		—5,000
Change in accounts payable		717,~~091~~942			(7857,~~258~~335	)
Change in deferred revenue		(9,000	)		—
Change in other current liabilities		1114,~~769~~829			152,~~205~~301
Change in related-party payables		~~275~~504,~~970~~430			(842,~~829~~564	)
Net cash provided by (used in) operating activities		16,225			(207,491	)
Net cash used in operating activities		(77,857	)		(208,123	)
Cash Flows from Investing Activities:
Cash overdraft relinquished in spinoff		879			—
Cash paid for fixed assets		(6,809	)		—
Cash paid for intangible assets		—			(25,000	)
Net cash used in investing activities		(65,~~809~~930	)		(25,000	)
Cash Flows from Financing Activities:
Advances from related parties		77,436			—
Proceeds from related-party notes payable		—			370,000
Repayments of notes payable		(1011,~~903~~942	)		(1216,~~590~~254	)
Repayments of related-party notes payable		—			(132,000	)
Net cash provided by (used in) financing activities		(10,903	)		225,410
Net cash provided by financing activities		65,494			221,746
Net decrease in cash		(118,~~487~~293	)		(711,~~081~~377	)
Cash and cash equivalents, beginning of year		18,293			22,071
Cash and cash equivalents, end of period	$	~~16,806~~—		$	1410,~~990~~694
Supplemental Disclosures of Cash Flow Information:
Cash paid for interest	$	4,143		$	5558,~~529~~007
Cash paid for income taxes	$	—		$	—
Non-Cash Investing and Financing Activities:
Accrued interest recorded as a debt discount	$	50,000		$	—
Accrued interest recorded as debt discount	$	154,420		$	—
Common stock issued in connection with debt amendment	$	200,000		$	—
Common stock issued with a debt extinguishment	$	200,000		$	—
Common stock issued for a commitment fee	$	500,000		$	—
Common stock issued for deferred stock compensation	$	2,651,250		$	—

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

Arvana Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2025

(Unaudited)

Note 1 – Organization

Arvana

Arvana Inc. (the “Company”) was incorporated in the State of Nevada on June 16, 1977, as Turinco, Inc. On July 24, 2006, the Company changed its name to Arvana Inc. to reflect the acquisition of a telecommunications business. The Company discontinued its telecommunications operations as of December 31, 2009.

Down 2 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 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 Clearwater, Port Charlotte, Sarasota, St Petersburg, and Venice. Down2Fish generates its revenue from the sale and provision of fishing charter services as well as the lease of its marine equipment. On August 15, 2025, the Company effected the spinoff of Down2Fish to the original seller as a result of defaulting on the promissory note executed as part of the original acquisition of Down2Fish (see Note 8 and Note 11 for more information).

Note 2 – Summary of Significant Accounting Policies

Basis of Presentation

The Company’s fiscal year ends on December 31. These unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. They do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the interim periods are not necessarily indicative of the results that may be expected for the full fiscal year. These interim condensed consolidated financial statements and notes should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto included in its Annual Report on Form 10-K for the fiscal year ended December 31, 2024, as filed with the Securities and Exchange Commission (“SEC”).

Use of Estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Significant areas requiring management’s estimates and assumptions include determining the fair value of transactions involving shares of common stock, the recognition and measurement of deferred tax assets, and the evaluation of unrecognized deductible temporary tax differences. Actual results could differ from those estimates.

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

Principles of Consolidation

The ~~consolidated financial statements include the accounts of the~~ Company ~~and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation. The Company~~ consolidates entities in which it has a controlling financial interest, which generally exists when the Company owns more than 50% of the voting equity interests or otherwise has the power to direct the activities that most significantly impact the entity’'s economic performance. Investments in entities in which the Company does not have a controlling financial interest but has the ability to exercise significant influence are accounted for under the equity method. Investments in entities over which the Company does not have significant influence are accounted for at cost, less impairment (if any), or at fair value if elected.

The consolidated financial statements include the accounts of the Company and its wholly owned subsidiary, Down2Fish, through August 15, 2025, when the Company effected a spinoff of the subsidiary as a result of defaulting on a promissory note (see Note 8 and Note 11). All significant intercompany balances and transactions have been eliminated in consolidation.

Financial Instruments

The Company’s financial instruments consist primarily of cash, accounts payable, notes payable to related parties, other amounts due to related parties, and notes payable to financial institutions. The carrying amounts of cash, the accounts payable, and other amounts due to related parties approximate their fair values due to their short-term maturities.

Notes payable to 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.

Concentration of Credit Risk

The Company maintains cash deposits at financial institutions in accounts that may at times exceed federally insured limits. At ~~June~~ September 30, 2025 and December 31, 2024, the Company did not have any cash balances in excess of insured FDIC limits. The Company has not experienced any losses on such accounts, and believes it is not exposed to any significant credit risks.

Fair Value Measurements

The Company applies ASC 820, Fair Value Measurement, for assets and liabilities measured at fair value on a recurring or nonrecurring basis. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Additionally, the inputs used to measure fair value are prioritized based on a three-level hierarchy. The three levels of inputs used to measure fair value are as follows:

Level 1—quoted prices in active markets for identical assets or liabilities;

Level 2—observable inputs other than quoted prices included in Level 1;

Level 3—unobservable inputs that are supported by little or no market activity and that are sufficient to the fair value of the assets or liabilities (for example cash flow ~~modelling~~modeling inputs based on assumptions).

109

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

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds. The Company maintains its cash in bank deposit accounts, which may exceed federally insured limits. As of September 30, 2025 and December 31, 2024 the Company had no cash equivalents.

Foreign Currency

The Company’s functional currency is the U.S. dollar. Transactions denominated in foreign currencies are translated into the functional currency at the exchange rate in effect on the transaction date. Monetary assets and liabilities denominated in foreign currencies are remeasured at exchange rates in effect at the balance sheet date, with related gains and losses included in the consolidated statements of operations. Non-monetary assets and liabilities are remeasured at historical exchange rates. Foreign currency transaction gains and losses were not material for the periods presented.

Cash and Cash Equivalents

The Company considers all highly liquid investments with an original maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents consist primarily of cash on deposit with banks and money market funds. The Company maintains its cash in bank deposit accounts, which may exceed federally insured limits. As of June 30, 2025 and December 31, 2024 the Company had no cash equivalents.

Revenue Recognition

The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers, for service arrangements, and in accordance with ASC 842, Leases, for lease arrangements.

Under ASC 606, the Company recognizes revenue from fishing charter services by applying the following steps: (1) identify the contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction’s price; (4) allocate the transaction price to each performance obligation in the contract; and (5) recognize revenue when each performance obligation is satisfied. Service revenue is recognized over time as services are performed for customers in an amount that reflects the consideration the Company expects to receive in exchange for those services.

Under ASC 842, Leases, ~~the Company recognizes~~ lease revenue from ~~the~~an operating lease of equipment to a related party is recognized on a straight-line basis over the lease term, reflecting the pattern of the economic benefits derived from the lease. The Company’s lease has fixed rental payments over the lease term which are recognized monthly as the lessor fulfills its obligations under the lease agreement. As lease activities are a significant component of the Company’s ongoing business operations, lease revenue is included in total revenue and in the calculation of gross profit on the statements of operations.

Accounts Receivable and Allowance for Doubtful Accounts

Accounts receivable and other receivables are recorded at the invoiced amount and do not bear interest. The Company maintains an allowance for doubtful accounts to reduce receivables to their estimated net realizable value. The allowance is based on historical collection experience, the age of the receivable, and a review of specific accounts. Account balances are charged against the allowance when management determines the receivable is uncollectible.

There were no provisions for doubtful accounts recorded at ~~June~~September 30, 2025 and December 31, 2024. The Company recorded $0 in bad debt expense for the three and ~~six~~nine months ended ~~June~~September 30, 2025 and 2024.

1110

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

Cost of Services

Cost of services consists primarily of direct labor, subcontractor costs, materials, and other costs directly attributable to the delivery of services to customers. Cost of services is recognized in the same period in which the related revenue is recognized.

Fixed Assets

Fixed assets are recorded at cost and depreciated on a straight-line basis over the estimated useful lives of the assets, which range from three to ten years. Repairs and maintenance are expensed as incurred, while major renewals and improvements are capitalized.

Leases (as Lessor)

The Company has one lease arrangement under which equipment is leased to a related party. The related party is permitted to use the equipment during periods when it is not being used by the Company to provide services to customers. The arrangement is accounted for as an operating lease under ASC 842, Leases, as it does not transfer substantially all the risks and rewards of ownership. Lease revenue is recognized on a straight-line basis over the lease term.

Intangible Assets

Intangible assets acquired in business combinations are recognized at fair value as of the acquisition date. Intangible assets with finite lives are amortized on a straight-line basis over their estimated useful lives, which range from three to fifteen years, and are reviewed for impairment whenever events or changes in circumstances indicate the carrying value may not be recoverable. Intangible assets with indefinite lives are not amortized, but they are tested for impairment annually or more frequently if events or changes in circumstances indicate the asset may be impaired.

Impairment of Long-Lived Assets

The Company reviews long-lived assets, including property, equipment, and definite-lived intangible assets, for impairment whenever events or changes in circumstances indicate the carrying amount of an asset group may not be recoverable. Recoverability is measured by comparing the carrying amount of the asset group to the sum of the undiscounted cash flows expected to result from the use and eventual disposition of the asset group. If the carrying amount exceeds the undiscounted cash flows, an impairment loss is recognized for the amount by which the carrying amount exceeds fair value.

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 judgment of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are measured using enacted tax rates in effect during the periods in which those temporary differences are expected to reverse.

1211

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 be established at the date of grant and then 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. Stock-based compensation expense is included in general and administrative expenses on the statement of operations.

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 Per Share

Basic earnings per share is computed using the weighted average number of common shares outstanding during the year. Diluted earnings per share is computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 6,150,000 outstanding stock options at ~~June~~September 30, 2025 and 76,~~950~~150,000 outstanding at ~~June~~September 30, 2024, ~~which~~ 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.

Segment Reporting

The Company operates as a single operating segment, focusing on fishing charters and boat leases. The accounting policies of the operating segment are the same as those described in the summary of significant accounting policies. The Chief Executive Officer, who is the Company’s Chief Operating Decision Maker (“CODM”), reviews consolidated financial information to allocate resources and assess performance based on net income (loss) that is reported on the income statement. The measure of segment assets is reported on the balance sheet as total assets.

Reclassifications

Certain prior-period amounts have been reclassified within cash flows from financing activities to conform to the current-period presentation, with no impact on total net cash provided by (used in) financing activities, total cash flows, or the Company’s results of operations or financial position.

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

Recently Issued Accounting Pronouncements

In November 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments require disclosure of significant segment expenses that are regularly provided to the CODM and included in each reported measure of segment profit or loss. The amendments also require disclosure of all other segment items by reportable segment, the title and position of the CODM, and how the CODM uses the reported measures in assessing segment performance and allocating resources. These disclosures are required for both interim and annual periods and apply to all public entities, including those with a single reportable segment.

The Company adopted ASU 2023-07 for the year ended December 31, 2025, applying the amendments retrospectively to all periods presented. The adoption of this ASU did not have a material impact on the Company’s financial statements as the Company operates as a single reportable segment and the effect was limited to enhanced disclosures.

Management has reviewed recently issued accounting pronouncements not yet adopted by the Company and determined there are none, that are expected to have a material effect on the Company’s financial statements.12

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

Recent Accounting Pronouncements Not Yet Effective

In December 2023, the FASB issued ASU No. 2023-09 “Income Tax (Topic 740): Improvements to Income Tax Disclosures” (“ASU 2023-09”). The amendments in ASU 2023-09 aim to enhance the transparency and decision usefulness of income tax disclosures. ASU 2023-09 will be effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2025, with early adoption permitted. Management is evaluating the impact of this update on the Company’s consolidated financial statements.

In November 2024, the FASB issued ASU No. 2024-03 “Disaggregation of Income Statement Expenses (“ASU 2024-03”). The amendments in ASU 2024-03 aim to the improvement of the decision usefulness of expense information on a public business entity’s income statement through the disaggregation of relevant expense captions in the notes to the financial statements. ASU 2024-03 will be effective for the Company’s Annual Report on Form 10-K for the year ending December 31, 2027, with early adoption permitted. Management is currently evaluating the impact of this update on the Company’s consolidated financial statements.

Management has reviewed recently issued accounting pronouncements and determined that none, other than ASU 2023-09 and ASU 2024-03, are expected to have a material effect on the Company’s consolidated financial statements.

Note 3 – Going Concern

The Company incurred a net loss of $~~488~~1,~~006~~ 471,621 for the ~~six~~nine months ended ~~June~~September 30, 2025. The Company had a working capital deficit of $1,~~513~~785,~~110~~552 and an accumulated deficit of $3839,~~515~~499,~~457~~ 072 as of ~~June~~September 30, 2025. The Company has incurred significant losses since inception and will require additional funding from external sources to further implement ~~its~~management’s business development strategy. Currently, the Company has no firm commitments for such funding. These factors raise 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 issued. The Company has obtained funding from related parties in the past and plans to obtain similar related party funding, as needed, if third party funding is not obtained. The accompanying ~~financial~~consolidated 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 4 – Property and Equipment

Property and equipment consist of the following:

Schedule of property and equipment
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Marine equipment	$	188,484		$	181,675
Furniture and fixtures		5,672			5,672
Total property and equipment		194,156			187,347
Less: accumulated depreciation		(64,714	)		(50,814	)
Less: disposals		(194,156	)		—
Property and Equipment, Net	$	129,442		$	136,533
Property and equipment, after disposals		—			187,347
Less: accumulated depreciation		—			(50,814	)
Property and Equipment, Net	$	—		$	136,533

Depreciation expense was $1317,~~900~~375 and $1320,~~423~~134 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, and was $63,~~950~~475 and $6,711 for the three months ~~ended~~ ~~June~~ended September 30, 2025 and 2024. The marine equipment as well as the furniture and fixtures were disposed of in the spinoff of Down2Fish (see Note 11).

Note 5 – Intangible Assets

Intangible assets consist of the following:

Schedule of intangible Assets
Schedule of intangible assets
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Federal commercial fishing licenses	$	26,000		$	26,000
Capitalized website development costs		25,000			25,000
Total intangible assets		51,000			51,000
Less: accumulated amortization		(6,250	)		(3,750	)
Less: disposals		(26,000	)		—
Intangible Assets, Net	$	44,750		$	47,250
Intangible assets, after disposals		25,000			51,000
Less: accumulated amortization		(7,500	)		(3,750	)
Intangible Assets, Net	$	17,500		$	47,250

The Company acquired a perpetual federal fishing license as part of the acquisition of Down2Fish’s assets 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~~ least annually. As of ~~June~~September 30, 2025 and 2024, the Company determined no impairment of this asset had occurred. During the nine months ended September 30, 2025, the Company disposed of the fishing license in the spinoff of its subsidiary (see Note 11).

The Company maintains 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.

Amortization expense was $23,~~500~~750 and $12,~~250~~500 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, respectively, and was $1,250 for the three months ended ~~June~~September 30, 2025 and 2024.

Note 6 – Leases (Company as Lessor)

The Company ~~leases~~had ~~marine~~an ~~equipment~~operating tolease agreement with a related party into ~~an operating~~ lease ~~arrangement~~marine equipment. The lease commenced on January 1, 2023 and ~~ends~~the original end date for the lease was December 31, 2025. The agreement ~~provides~~provided for fixed 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~~was to be calculated and paid. at that time, if necessary. The lessee’s right to use the marine equipment iswas limited to periods when the equipment iswas not in use by the Company. There is was no option to purchase the equipment as part of the agreement, and the Company ~~expects~~expected to recoup the full value of the equipment upon its eventual sale. The Company ~~manages~~managed risk by requiring the lessee to indemnify the Company in the event of loss to property or persons. During the three and nine months ended September 30, 2025, the Company terminated this operating lease as part of the spinoff of its subsidiary (see Note 11). The termination of this agreement was by mutual agreement between both parties to the lease.

Lease revenue was $1230,000 and $36,000 for the ~~three~~nine months ended ~~June~~September 30, 2025 and 2024. Lease revenue was $246,000 and $12,000 for the ~~six~~three months ended ~~June~~September 30, 2025 and 2024. Future lease payments expected to be received under this related-party lease are $~~28,000~~0 for the remainder of 2025.

Note 7 – Notes Payable

Notes payable are as follows:

Schedule of notes payable
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
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.	$	116,381		$	119,452
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, assumed by a related party as part of the spinoff of D2F (see Note 8).	$	—		$	119,452
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. This note was repaid in full during the second quarter of 2025.		—			7,832
Note payable to a bank, interest at 7.49%, due in monthly installments of principal and interest, maturing March 15, 2037, secured by a boat, & repaid in full during the second quarter of 2025.		—			7,832
Total Third-Party Notes Payable		116,381			127,284
Total notes payable		—			127,284
Less: Current Portion Third-Party Notes Payable		(6,436	)		(12,515	)
Less: current portion of notes payable		—			(12,515	)
Total Long-Term Liabilities	$	109,945		$	114,769
Notes Payable, Net Current Portion	$	—		$	114,769

~~Principal maturities of notes payable are as follows:~~15

Schedule of principal maturities of notes payable
Year	Amount
Remainder of 2025	$	3,154
2026		6,657
2027		7,120
2028		7,597
2029		8,145
Thereafter		83,708
Total	$	116,381

Note 8 – Related-Party Transactions and Notes Payable

Stock-based Compensation

During the six months ended June 30, 2025 and the year ended December 31, 2024, the Company recorded stock-based compensation of $90,109 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 8 – Related-Party Transactions and Notes Payable – (continued)

Related-Party Payables

Related-party payables consist of the following:

Schedule of related party payables
	June 30,		December 31,
	September 30,		December 31,
	2025		2024
Accrued expenses payable to related parties	$	~~183~~222,~~240~~801	$	53,340
Reimbursable expenses payable to majority shareholder		75102,~~880~~763		25,327
Accrued interest payable to majority shareholder		2634,~~027~~183		13,037
Accrued interest payable to related party		50,000		48,181
Accrued interest payable to related parties		302,516		48,181
Total Related-Party Payables	$	~~335~~662,~~147~~263	$	139,885

Related-Party Notes Payable

Related-party notes payable consist of the following:

Schedule of related party notes payables
	June 30,			December 31,
	September 30,			December 31,
	2025			2024
Note payable to a related party, interest fixed at $50,000, due May 30, 2025, secured by membership interest in Down 2 Fish Charters, LLC. [3]		700,000			700,000
Note payable to seller (a related party), interest at 7.25%, in default as of August 15, 2025 resulting in ownership of 100% of the membership interests in Down 2 Fish Charters, LLC reverting to the seller. [3]		700,000			700,000
Note payable to majority shareholder, interest at 10.00%, matures January 31, 2026, unsecured. [1]		300,000			300,000
Note payable to majority shareholder, interest at 10.00%, maturing January 31, 2026, unsecured. [1]		300,000			300,000
Note payable to majority shareholder, interest at 5.00%, matures January 31, 2026, unsecured. [2]		50,000			50,000
Note payable to majority shareholder, interest at 5.00%, maturing January 31, 2026, unsecured. [2]		50,000			50,000
Note payable to a related party, bearing no interest, matures December 31, 2025, unsecured.		24,644			24,644
Note payable to a related party, bearing no interest, maturing December 31, 2025, unsecured, assumed by a related party as part of the spinoff of D2F.		—			24,644
Note payable to a related party, bearing no interest, matures December 31, 2025, unsecured.		10,000			10,000
Note payable to a related party, bearing no interest, maturing December 31, 2025, unsecured, assumed by a related party as part of the spinoff of D2F.		—			10,000
Note payable to a related party, bearing no interest, matures December 31, 2025, secured by federal commercial fishing licenses.		26,000			26,000
Note payable to a related party, bearing no interest, maturing December 31, 2025, secured by federal commercial fishing licenses, assumed by a related party as part of the spinoff of D2F.		—			26,000
Total Related-Party Notes Payable		1,110,644			1,110,644
Total related-party notes payable		1,050,000			1,110,644
Less: Current Portion Related-Party Notes Payable		(1,110,644	)		(760,644	)
Less: current portion of related-party notes payable		(1,050,000	)		(760,644	)
Related-Party Notes Payable, Net Current Portion	$	—		$	350,000

Note 8 – Related-Party Transactions and Notes Payable – (continued)

[1] This note had an original interest rate of 5% and an original maturity date of February 21, 2025. The note was amended on June 5, 2025 to increase the interest rate to 10% from the original maturity date forward and to extend the maturity date to January 31, 2026.

[2] This note had an original interest rate of 0% and an original maturity date of April 29, 2025. The note was amended on June 5, 2025 to increase the interest rate to 5% from the original maturity date forward and to extend the maturity date to January 31, 2026.

[3] This note had an original interest rate of 7.25% and an original maturity date of January 1, 2025. The note was amended on April 28, 2025 to extend the maturity date to May 30, 2025, wherein a fixed $50,000 interest payment would be due at maturity and constitute payment in full of all unpaid interest accrued on the note. Additionally, the Company issued 500,000 restricted shares of common stock to the lender to hold as additional collateral for the fulfillment of the note (see Note 9). The Company accounted for this amendment as a debt extinguishment, therefore recorded the issuance of shares, the note principal, and the fixed interest at fair value ($200,000, $700,000, and $50,000, respectively) and recorded a gain on debt extinguishment of $130,708. The value of the shares and the accrued interest were recorded as a debt discount on the modification date and amortized into interest expense through the amended May 30, 2025 maturity date. The note was amended on July 11, 2025 to further extend the maturity date to August 15, 2025, wherein the parties agreed to modify the interest terms to accrue additional interest on the principal balance from February 4, 2025 to August 15, 2025 at an interest rate of 7.25%, and then to make payments of $50,000 and $27,725 in interest payments on or before August 15, 2025. The Company accounted for this amendment as a debt extinguishment and therefore recorded a $50,000 gain on debt extinguishment. The accrued interest was recorded as a debt discount on the modification date and amortized as interest expense through the amended August 15, 2025 maturity date. Therefore, the debt discount was $0 as of September 30, 2025. No further amendments were made to extend the maturity date; therefore, the note was considered to be in default as of September 30, 2025 (see Note 11).

Note 8 – Related-Party Transactions and Notes Payable – (continued)

Note 9 – Common Stock

The Company is authorized to issue 500,000,000 shares of common stock. As of ~~June~~September 30, 2025 a total of ~~108~~122,~~345~~274,~~554~~125 shares were issued ~~and~~ and outstanding. As of December 31, 2024, a total of 107,845,554 shares were issued and outstanding.

~~The~~During the ~~Company~~nine ~~conducted~~months anended ~~examination~~September of30, ~~its~~2024, ~~stock~~the ~~records~~Company ~~and~~issued ~~determined 6~~12,~~255~~ 500,000 shares ~~previously~~of ~~reported~~restricted ascommon ~~treasury~~ stock ~~were~~at noan ~~longer~~approximate ~~held~~price byof $0.008 ~~the~~per ~~Company~~share as part of ~~January~~executing 1,a ~~2024~~consulting services agreement with its majority stockholder. The Company ~~concluded~~accounts ~~the~~for stock-based ~~shares~~compensation ~~were~~awards ~~reissued~~ in aaccordance ~~prior~~with ~~period~~the provisions of ASC 718, ~~and~~which requires that the ~~impact~~cost isof ~~immaterial.~~all ~~For~~equity-based ~~the~~compensation ~~six~~be ~~months~~reflected in ~~ended~~the ~~June~~financial ~~30,~~statements ~~2024,~~over the ~~Company~~vesting ~~removed~~ period based on the ~~6,255 shares~~estimated ~~from~~fair ~~treasury~~value ~~stock~~of ~~and~~the ~~made~~awards. aBefore ~~corresponding~~December ~~adjustment~~31, to2024, ~~additional~~the ~~paid~~Board of Directors exercised the claw-back provision included in ~~capital~~the onconsulting ~~January~~services 1agreement for all 12,500,000 ~~2024~~shares. ~~The~~Due ~~impact~~to ofthe ~~this~~exercise ~~adjustment~~of isthe ~~immaterial~~claw-back provision, ~~and~~the itstock-based ~~did~~compensation ~~not~~expense ~~affect~~associated ~~net~~with ~~loss~~this oraward ~~cash~~was ~~flows~~fully inreversed and no net expense was recorded for any period ~~presented~~.

~~The~~During the ~~Company~~nine ~~issued~~months ~~12,500,000~~ended ~~shares~~September of30, ~~restricted~~2024, ~~common~~the ~~stock~~Company atconducted an ~~approximate~~examination ~~price~~ of ~~$0.008 per~~its ~~share~~stock asrecords ~~part~~and ofdetermined ~~executing~~6,255 ashares ~~consulting~~previously reported ~~services~~as ~~agreement~~treasury ~~with its majority stockholder. The Company accounts for~~ stock~~-based~~ ~~compensation awards~~were inno ~~accordance~~longer ~~with~~held by the ~~provisions~~Company as of ~~ASC~~January ~~718~~1, ~~which~~2024. ~~requires~~The ~~that~~Company concluded the ~~cost~~shares ofwere ~~all~~reissued ~~equity-based compensation be reflected~~ in ~~the~~ ~~financial~~a ~~statements~~prior ~~over the vesting~~ period, ~~based~~and on the ~~estimated~~impact ~~fair~~is ~~value of the awards~~immaterial. ~~Before~~The ~~December~~Company ~~31,~~removed ~~2024,~~ the ~~Board~~6,255 ~~of Directors~~shares ~~exercised~~from ~~the~~treasury ~~claw-back~~stock ~~provision~~and ~~included~~made ina ~~the~~corresponding ~~consulting~~adjustment to ~~services~~additional ~~agreement~~paid-in ~~for~~capital ~~all~~on 12January 1,~~500,000~~ ~~shares~~2024. ~~Due~~The toimpact ~~the exercise~~ of ~~the~~this ~~claw-back~~adjustment ~~provision~~is immaterial, ~~the~~and ~~Company~~it did not ~~report~~affect ~~the shares as issued and the stock-based compensation expense associated with this award was fully reversed and no~~ net ~~expense~~loss ~~was~~or cash ~~recorded~~flows ~~for~~in any period presented.

~~During~~On ~~the~~April ~~six months ended June 30~~28, 2025, the Company issued 500,000 restricted shares of common stock to a related party in connection with executing an addendum to a secured promissory note ~~that~~extending ~~extended~~ the note’s maturity date to May 30, 2025 (see Note 8). The shares were valued at $0.40 ~~per~~ per share ~~for~~resulting in aggregate non-cash consideration of $200,000 based on the quoted market price of the Company’s common ~~stock~~ stock on the OTC Markets on the issuance date.

On July 15, 2025, the Company issued 12,500,000 restricted shares of common stock to its majority shareholder in connection with executing a consulting services agreement. The shares were valued at $0.2121 per share resulting in aggregate non-cash consideration of $2,651,250 based on the quoted market price of the Company’s common stock on the OTC Markets on the issuance date. Upon execution of the contract 2,500,000 restricted shares vested immediately, and the remaining 10,000,000 restricted shares will vest over the following 48-month period (see Note 10 on deferred stock compensation).

On August 11, 2025, the Company issued 1,428,571 shares of common stock to an unrelated party as a partial payment of a commitment fee pursuant to a stock purchase agreement where the unrelated party can purchase up to one hundred million dollars of the Company’s common stock. The shares were valued at $0.35 per share, or $500,000, based on the quoted market price of the Company’s common stock on the OTC Markets on the issuance date, and were recorded as deferred offering costs.

Note 10 – Stock Options & Deferred Stock Compensation

The Company adopted the 2022 Stock Incentive Plan (the “Plan”) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, 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.

As of ~~June~~September 30, 2025 and December 31, 2024, the Company had 6,150,000 options outstanding with vesting periods ranging from 2 to 5 years and exercise prices of approximately $0.087 per share. 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 Chief Executive Officer and a former member of the board. In addition, the Board of Directors approved a resolution to modify the terms of the options granted to the former Chief Executive Officer to cancel any vested options not exercised within 30 days of termination for cause. The Company accounts for forfeitures when they occur; accordingly, a reduction in stock-based compensation expense of $59,602 was recorded in the third quarter of 2024.

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.

~~Stock~~Total stock-based compensation was $90754,~~109~~535 and $~~126~~112,~~654~~854 for the ~~six~~nine months ended ~~June~~September 30, 2025 and 2024, and was $45664,~~303~~426 and $63(13,~~327~~ 800) for the three months ended ~~June~~September 30, 2025 and 2024. The amount for the three months ended September 30, 2024 was negative due to adjustments recorded for the forfeiture of unvested stock options (discussed above). The remaining balance in Deferred Stock Compensation on the balance sheet was $2,032,625 as of September 30, 2025, and stock options of $16,934 remained to be earned in future periods. The Company will recognize the remaining total stock-based compensation of $622,~~735~~049,559 in future periods as follows:

~~Schedule of remaining share-based compensation~~	Schedule of remaining share-based compensation
Year		~~Amount~~	Amount
~~Remainder of 2025~~	Remainder of 2025	$	~~58,220~~$	144,982
~~2026~~	2026		~~2,527~~	532,777
~~2027~~	2027		~~1,988~~	532,238
Total		$	62,735
	2028			530,250
	2029			309,312
	Total		$	2,049,559

Note 11 – Subsequent Events

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

On July 11, 2025, the Company executed a second addendum to its $700,000 note payable, extending the maturity date from May 30, 2025 to August 15, 2025. The addendum provided for an additional $27,725 of interest, payable at maturity.

On July 27, 2025, the Company issued 12,500,000 shares of restricted common stock to its majority stockholder in connection with the execution of a consulting services agreement.

Note 11 – Spinoff of Subsidiary

On August 15, 2025, the Company effected the spinoff of its wholly owned subsidiary, Down 2 Fish Charters, LLC, to the original seller (a related party) as a result of defaulting on the promissory note executed as part of the original acquisition of Down2fish. In connection with the spinoff, the Company transferred all assets and liabilities of the subsidiary to the related party.


Assets Transferred:
Marine Operating Equipment	$	125,967
Commercial Fishing License		26,000
Total Assets		151,967

Liabilities Transferred:
Cash Overdraft		(879	)
Accounts Payable		(1,200	)
Related-Party Payables		(52,187	)
Related-Party Notes Payable		(60,644	)
Notes Payable		(115,341	)
Total Liabilities		(230,251	)

Net (Gain)/Loss on Spinoff of Subsidiary	$	(78,284	)

The spinoff transaction resulted in the transfer of net liabilities of $78,284, which was recorded as a gain on spinoff of subsidiary and is reported within Other Income and Expense in the accompanying statement of operations for the three and nine months ended September 30, 2025. No cash consideration was received by the Company in connection with the spinoff.

Note 12 – Subsequent Events

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

On October 7, 2025, the Company issued 5,000,000 restricted shares of common stock to a minority shareholder in connection with executing a consulting services agreement.

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

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties including our capital needs, business plans, regulatory environment, stock price volatility, and cost structure. Any statements that are not historical facts may be deemed forward-looking, and can often be identified by words such as “may”, “will”, “should”, “expect”, “plan”, “intend”, “anticipate”, “believe”, “estimate”, “predict”, “potential”, or “continue”, as well as their negative forms or similar expressions.

Forward-looking statements are based on assumptions and analyses made by management in light of our experience, historical trends, current conditions, and 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-looking statements or disclose any differences between actual results and those reflected in such statements. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.

The Company’s ~~Background~~fiscal year end is December 31. All information presented herein relates to the nine months ended September 30, 2025 and 2024, as well as the 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. The 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. Down2Fish operates a Florida based fishing charter business that offers 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. 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. On August 15, 2025 the Company spun off Down2Fish by transferring the assets and liabilities to the seller as a result of defaulting on the promissory note related to the original purchase of Down2Fish.

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

The Company’s registered agent in the State of Nevada is AA Registered Agents, located at 4869 Nightwood Court, Las Vegas, Nevada 89149.

The Company is traded on the OTC Markets Group, Inc.’s OTCID Basic Market platform under the symbol “AVNI.” Effective July 1, 2025, the Pink Sheets Current Information market platform was converted to the OTCID Basic Market.

20The Company continues to seek business opportunities in real estate development. Management continues to evaluate options for pursuing a business model based on acquiring and repurposing 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 Company has continued to seek business opportunities in real estate development while continuing to operates its fishing charter business. Management continues to evaluate options for pursuing a business model based on acquiring and repurposing 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.

Plan of Operation

~~The~~With ~~Company’s plan of operation is to support~~ the ~~development~~spinoff ~~of its business~~completed, ~~and~~Management tois ~~build~~looking on its existing business model. The Company believes 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~~various ~~service~~real ~~offerings~~estate ~~will~~development ~~however~~opportunities ~~require~~in ~~capital sufficient~~furtherance ~~to finance the purchase~~ of another vessel and additional boating equipment. The Company believes dolphin tours can return net revenue on a consistent basis if Down2Fish is able to attract sufficient customers to each excursion. Down2Fish is currently licensed and equipped to carry no more than six customers on each fishing charter. A vessel designed primarily for dolphin tours can carry from fifty to one hundred customers. The Company’s primary impediment for equipment procurement and installation is cost. The Company is presently considering financing options that might become available in the ~~near term, but it has no assurance that financing options will become available or that the financing terms would be tenable for the~~ Company’s ~~business. Unless or until the Company can~~ ~~offer~~plan ~~excursions catering~~ to aacquire ~~greater~~vacant ~~number~~big ofbox ~~customers~~stores ~~on each excursion, the Company will continue~~ to ~~focus~~remodel ~~on offering more fishing charter excursions to build revenue~~ and ~~improve~~operate ~~the~~as ~~results~~retail ~~of operations~~stores.

Results of Operations

The Company’s results of operations for the three and ~~six~~nine months ended ~~June~~September 30, 2025, as compared to the three and ~~six~~nine months ~~ended~~ ~~June~~ended September 30, 2024, were as follows:

Three Months Ended

~~Six~~Nine Months Ended

June 30,

September 30,

2025

2024

2025

2024

Total Revenue

528,~~930~~850

2518,~~830~~134

7584,~~528~~378

3755,~~830~~964

Cost of Services

203,~~789~~315

138,~~769~~412

2731,~~812~~127

1826,~~390~~802

Gross Profit

325,~~141~~535

129,~~061~~722

4753,~~716~~251

1929,~~440~~162

Operating Expenses

~~237~~805,~~577~~077

~~146~~49,~~111~~952

~~316~~1,~~768~~121,845

~~260~~309,~~005~~957

Operating Loss

(~~205~~799,~~436~~542

)

(~~134~~40,~~050~~230

)

(~~269~~1,~~052~~068,594

)

(~~240~~280,~~565~~795

)

Other Income and Expenses

(~~203~~184,~~460~~073

)

(1918,~~172~~975

)

(~~218~~403,~~954~~027

)

(3655,~~371~~346

)

Net Loss

(~~408~~983,~~896~~615

)

(~~153~~59,~~222~~205

)

(~~488~~1,~~006~~471,621

)

(~~276~~336,~~936~~141

)

Revenue

Total revenue was $7584,~~528~~378 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $3755,~~830~~964 for the ~~six~~nine months ended ~~June~~September 30, 2024, an increase of 99 50.78%. Total revenue was $528,~~930~~850 for the three months ended ~~June~~September 30, 2025, compared to $2518,~~830~~134 for the three months ended September ~~June~~ 30, 2024, an ~~increase~~a decrease of ~~104~~51.92%. Revenue was comprised of fishing charter services and lease revenue from the part-time lease of the Company’s marine equipment. In 2024, the Company'’s marine equipment had to be sent back to the manufacturer for repairs resulting in significant down time during the peak charter season. In 2025, the Company was able to run charters throughout the second quarter. ~~The~~and ~~Company~~the ~~expects~~first ~~charter~~half ~~revenue~~of tothird bequarter, onbut ~~the~~with ~~rise in~~ the ~~third~~subsidiary ~~quarter~~spinoff ~~during~~revenue ~~the~~from ~~peak~~charter ~~fishing~~operations ~~season,~~has ceased and ~~then~~will not ~~taper~~be ~~off~~continued in ~~the~~future ~~fourth~~periods. ~~quarter~~The asCompany expects to begin generating revenue again after completing the ~~fishing~~acquisition ~~season~~of ~~comes~~one toor anmore commercial ~~end~~real estate properties.

Cost of Services

Cost of services was $2731,~~812~~127 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $1826,~~390~~802 for the ~~six~~nine months ended ~~June~~September 30, 2024, an increase of 5116.21%. Cost of services was $203,~~789~~315 for the three months ended ~~June~~September 30, 2025, compared to $138,~~769~~412 for the three months ended ~~June~~ September 30, 2024, ana ~~increase~~decrease of 5160.06%. Cost of services was comprised of expenses directly related to operating the Company’s marine equipment including direct labor, subcontractor costs, materials, and other costs directly attributable to the delivery of services to customers. The ~~increase~~change in cost of services matches expectations based on the ~~increase~~change in the number of charters booked in the current ~~six~~ nine-month period compared to the same period of the prior year. Going forward, management expects cost of services to be nominal until a new business segment is acquired and made operational.

Operating Expenses

Operating expenses were $~~316~~1,~~768~~121,845 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~260~~309,~~005~~957 for the ~~six~~nine months ended ~~June~~September 30, 2024, an increase of ~~21.8~~262%. Operating expenses were $~~237~~805,~~577~~077 for the three months ended ~~June~~September 30, 2025, compared to $~~146~~49,~~111~~952 for the three months ended ~~June~~ September 30, 2024, an increase of ~~62.6~~1,511%. The changes in operating expenses over the comparative periods were attributed to increases in consulting fees, accounting fees, ~~and~~ auditing expenses, ~~offset by reductions in general~~ and ~~administrative expenses including~~ stock-based compensation ~~and~~ ~~executive~~awarded ~~payroll~~in exchange for consulting services. The Company expects operating expenses to increase in future periods as management’s business development ~~strategies~~ strategies are implemented including increases in professional fees for accounting and auditing services.

Other Income and Expense

Other income and expense resulted in a net expense of $~~218~~403,~~954~~027 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $3655,~~371~~346 for the ~~six months~~nine months ended ~~June~~September 30, 2024. Other income and expenses resulted in a net expense of $~~203~~184,~~460~~073 for the three months ended ~~June~~ September 30, 2025, compared to $1918,~~172~~975 for the three months ended ~~June~~September 30, 2024. The changes in other income and expense over the comparative periods were attributed to increased interest expense related to ~~capturing~~extinguished ~~$250,000 of a~~ debt ~~discount for a debt modification that was fully amortized during the current year period~~, partially offset by gain ~~recorded~~ on extinguished debt ~~extinguishment~~and gain on spinoff of subsidiary. The Company expects to continue to recognize other income and expense in future periods as debt instruments continue to incur interest.

Net Loss

Net loss was $~~488~~1,~~006~~471,621 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $~~276~~336,~~936~~141 for the ~~six~~nine months ended ~~June~~September 30, 2024, an increase of 76 337.28%. Net loss was $~~408~~983,~~896~~615 for the three months ended ~~June~~September 30, 2025, compared to $~~153~~59,~~222~~205 for the three months ended ~~June~~September 30, 2024, an increase of ~~166.9~~1,561%. The higher net loss was primarily driven by consulting expenses incurred via stock issuances as well as increased interest expense related to extinguished debt, partially offset by gain ~~recorded~~ on extinguished debt and gain on spinoff of subsidiary. Additional contributors included higher operating expenses including consulting fees, accounting fees, and auditing fees offset by reductions in executive compensation as management ~~attempts~~streamlines ~~to streamline~~ the Company’s operations. The Company anticipates continuing to realize net losses over the next twelve months as management works to implement its business model.

Capital Expenditures

The Company spent $6,809 on capital expenditures during the ~~six~~nine months ended ~~June~~September 30, 2025 to purchase marine equipment for use in fishing charters, and these capital assets were included in the spinoff of subsidiary (see Note 11). Capital expenditures during the nine ~~six~~ months ended ~~June~~September 30, 2024 consisted of $25,000 for website development costs.

Liquidity and Capital Resources

Since inception, the Company has experienced significant changes in liquidity, capital structure, and stockholders’ deficit.

The Company had current assets of $245,~~306~~625 as of ~~June~~September 30, 2025, consisting of ~~cash and~~ prepaid expenses, compared to $18,393 as of December 31, 2024, consisting of cash and other current assets. Total assets were $~~198~~523,~~498~~125 as of ~~June~~September 30, 2025, including current assets, ~~property~~deferred ~~and~~offering ~~equipment~~costs, and intangible assets, compared to $202,176 as of December 31, 2024, ~~with~~consisting aof ~~similar~~current ~~asset~~assets, ~~composition~~property and equipment, and intangible assets.

The Company had current liabilities of $1,~~537~~791,~~416~~177 as of ~~June~~September 30, 2025 consisting of accounts payable, ~~other current liabilities,~~ related-party payables, and the current portion of long-term debt, compared to current liabilities of $988,373 as of December 31, 2024, ~~with~~consisting aof ~~similar~~accounts payable, ~~composition~~other current liabilities, related-party payables, and the current portion of long-term debt. Total liabilities were $1,~~647~~791,~~361~~177 as of September ~~June~~ 30, 2025, consisting of current liabilities and notes payable, compared to $1,453,142 as of December 31, 2024, with a similar composition. The increase in current liabilities was attributed primarily to the accrual of professional fees for consulting, accounting, and auditing services.

The Company had a working capital deficit of $1,~~513~~785,~~110~~552 as of ~~June~~September 30, 2025, compared to $969,980 as of December 31, 2024. The increase in in this deficit was primarily attributed to the transition of long-term debt to current liabilities as maturity dates approach for notes payable as well as the accrual of professional fees, partially offset by prepaid expenses.

Total stockholders’ deficit was $1,~~448~~268,~~863~~052 as of ~~June~~September 30, 2025, compared to $1,250,966 as of December 31, 2024. The stockholders’ deficit has continued to increase as the Company incurs professional fees and other expenses related to developing management’s business plans.

Cash Flows from Operating Activities

Net cash ~~provided~~used byin operating activities was $1677,~~225~~857 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to net cash used in operating activities of $~~207~~208,~~491~~123 for the ~~six~~nine months ended ~~June~~September 30, 2024. Non-cash items impacting net cash from operating activities included depreciation and amortization as well as stock-based compensation, ~~and~~ gain on debt extinguishment, and spinoff of subsidiary. In addition, changes in balance sheet accounts—such as current assets, accounts payable, deferred revenue, and related-party payables—also affected operating cash flow. The Company expects to use cash flow in operating activities over the next twelve months ~~or until such time as Down2Fish generates sufficient revenue from operations to sustain the costs of 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.

Cash Flows from Investing Activities

Net cash used in investing activities was $65,~~809~~930 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to $25,000 for the ~~six~~nine months ended ~~June~~ September 30, 2024. The Company anticipates future use of cash in investing activities due to anticipated investments in ~~the~~new ~~expansion of its fishing charter~~ business opportunities. However, as of ~~June~~September 30, 2025, the Company had no formal commitments for capital expenditures.

Cash Flows from Financing Activities

Net cash ~~used~~provided inby financing activities was $1065,~~903~~494 for the ~~six~~nine months ended ~~June~~September 30, 2025, compared to net cash provided by financing ~~activities~~ activities of $~~225~~221,~~410~~746 for the ~~six~~nine months ended ~~June~~September 30, 2024. Net cash ~~used~~provided inby financing activities in the ~~six~~nine months ended September ~~June~~ 30, 2025 was primarily due to advances from related parties offset by repayments of notes payable related to the fishing charter boats before the spinoff of subsidiary. Net cash provided by financing activities for the ~~six~~nine months ended ~~June~~September 30, 2024 was attributed to funds received from related-party notes payable, partially offset by repayments of existing 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.

The Company’s assets were insufficient as of ~~June~~September 30, 2025 to implement its plan of operation to expand its business operations. ~~Management~~ Management anticipates conducting additional private equity offerings to meet the Company’s objectives, and may seek additional loans in the short term to sustain operations. Management is confident the Company’s efforts to realize additional funding will be successful. As of ~~June~~September 30, 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.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses in the reporting period. Management bases its estimates and assumptions on current facts, historical experience, and various other factors it believes 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. Management continually reviews these 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 management’s 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.

2423

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not required for smaller reporting companies.

ITEM 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

In connection with the preparation of this Quarterly Report, the Company’s management, with the participation of the Chief Executive Officer and the Chief Financial Officer, conducted an evaluation of the effectiveness of 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”)). Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to management, to allow timely decisions regarding required disclosures.

Based on this evaluation, management concluded that the Company’s disclosure controls and procedures were not effective as of ~~June~~ September 30, 2025. This conclusion was due to the continued existence of a material weakness related to the lack of sufficient accounting personnel to achieve a proper segregation of duties within the finance and accounting functions.

During the second quarter of 2025, the Company remediated previously identified material weaknesses related to the application of certain accounting policies including the capitalization of website development costs, accrual of professional fees, accounting for stock-based compensation, and missing disclosures in the financial statements. As a result, those deficiencies have been corrected and removed from management’s list of material weaknesses. Notwithstanding these remediation efforts, the material weaknesses related to segregation of duties remained as of ~~June~~September 30, 2025. The Company continues to implement additional accounting policies and procedures designed to strengthen internal controls over financial reporting.

As part of its remediation plan, the Board of Directors appointed a new Chief Financial Officer on May 20, 2025, to assist with implementing improvements to the Company’s financial reporting and internal control processes, including measures to identify and address any potential remaining material weaknesses.

Changes in Internal Control over Financial Reporting

There were no material changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the three months ended ~~June~~September 30, 2025, that materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. ~~These changes included:~~

• Appointed a new Chief Financial Officer and reallocated financial oversight responsibilities from the Chief Executive Officer to enhance segregation of duties; • Established new procedures for account reconciliations, supporting documentation, and financial close activities; • Implemented additional review and approval procedures for journal entries, accounting estimates, financial statement preparation, and disclosures; • Corrected the application of certain accounting policies including capitalization of website development costs, accrual of professional fees, and accounting for stock-based compensation; and • Restated previously issued financial statements to reflect corrected accounting treatment.

Management continues to implement additional remedial measures including improving documentation of complex accounting matters, increasing oversight over third-party service providers involved in financial reporting, and monitoring the effectiveness of new controls to ensure the timely remediation of remaining material weaknesses. Management, with oversight from the Board of Directors, will continue to monitor these remediation efforts and implement further changes as necessary to achieve effective internal control over financial reporting in future periods.

2624

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

On April 28, 2025, the Company issued 500,000 restricted shares of common stock to a related party as consideration for amending a secured promissory note to extend its maturity date. The shares were valued at $0.40 per share, for aggregate non-cash consideration of $200,000, which was recorded as a debt discount as of the date of the amendment.

On July 2715, 2025, the Company issued 12,500,000 restricted shares of common stock to its majority stockholder pursuant to a consulting services agreement, in consideration for services rendered and to be rendered. The shares were valued at $0.402121 per share, for aggregate non-cash consideration of $52,~~000~~651,~~000~~250.

On August 11, 2025, the Company issued 1,428,571 shares of common stock to an unrelated party as a partial payment of a commitment fee pursuant to a stock purchase agreement. The shares were valued at $0.35 per share, or $500,000, which was recorded as deferred offing costs.

On October 7, 2025, the Company issued 5,000,000 shares of common stock to a minority shareholder pursuant to a consulting services agreement, in consideration for services rendered and to be rendered.

The per-share values for the foregoing issuances were based on the quoted market price of the Company’s common stock on the OTC Markets as of the respective issuance dates, each of which represents a Level 1 observable input under ASC 820, Fair Value Measurement. Each of the foregoing issuances was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, as a transaction by an issuer not involving any public offering. No underwriters participated, and no commission or other remuneration was paid, in connection with the foregoing issuances.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

Disclosure Regarding Rule 10b5-1 and non-Rule 10b5-1 Trading Arrangements

During the three months ended ~~June~~September 30, 2025, no director or officer, as defined in Rule 16a-1(f) under the Securities Exchange Act of 1934 (as amended), of the Company has adopted or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” as each term is defined in Item 408(a) of Regulation S-K.

CYBERSECURITY

Risk Management and Strategy for Handling Sensitive Data

The Company is committed to maintaining the integrity and security of sensitive data collected, maintained, or transmitted across its systems. In the ordinary course of business, the Company and its third-party service providers—such as charter booking platforms—handle sensitive information, including confidential business data and personal information. Protecting this data is critical to its operations and reputation.

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 cyber 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.

While the Company has adopted a cybersecurity governance framework designed to identify, assess, and manage material risks from cybersecurity threats, the Company acknowledges that its current risk management strategy may not fully mitigate all potential risks posed by emerging technologies or sophisticated threat actors. A cybersecurity incident could result in reputational damage, regulatory liability, financial loss, and disruption of business operations.

The Company has not, to date, experienced any cybersecurity incidents. However, there is no guarantee that its systems—or those of its third-party vendors—will remain unaffected by future attacks or breaches.

Governance of Cybersecurity Issues

The Company has implemented a cybersecurity governance framework under which management is responsible for identifying, assessing, and managing material cybersecurity risks. The Company has not engaged any third-party cybersecurity consultants, nor does it currently have personnel with specialized cybersecurity expertise.

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

•· Management risks relating to data privacy, technology, and information 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.

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 3032 of this Form 10-Q and are incorporated herein by this reference.

SIGNATURES

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

ARVANA INC.

Date: August 14, 2025	By:		/s/ James Kim
			James Kim Chief Executive Officer (Principal Executive Officer)

Date: December 1, 2025 By: /s/ James Kim

Date: August 14, 2025	By:		/s/ Andrew E. Morrison
			Andrew E. Morrison Chief Financial Officer (Principal Financial and Accounting Officer)

James Kim

29 Chief Executive Officer

(Principal Executive Officer)

Date: December 1, 2025 By: /s/ Andrew E. Morrison

Andrew E. Morrison

Chief Financial Officer

(Principal Financial and Accounting Officer)

INDEX TO EXHIBITS

S-K Number		~~Description~~	Description
~~2.1~~	2.1	~~Business Purchase Agreement filed with the Commission as an exhibit to Form 8-K on November 16, 2022.~~	Business Purchase Agreement filed with the Commission as an exhibit to Form 8-K
3.1		Articles of Incorporation filed with the Commission as an exhibit to Form 10-SB on May 24, 2000.
			on November 16, 2022.
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		Articles of Incorporation filed with the Commission as an exhibit to Form 10-SB
3.1.2		Amended and Restated Articles of Incorporation filed with the Commission as an exhibit to Schedule 14C on February 2, 2021.
			on May 24, 2000.
3.2		Amended and Restated Bylaws 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
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.
			exhibit to Form 8-K on October 12, 2010.
10.2		Employment Agreement dated September 1, 2022 filed with the Commission as an exhibit on Form 10-Q on November 22, 2022.
	3.1.2		Amended and Restated Articles of Incorporation filed with the Commission as an
10.3		Business Purchase Agreement dated November 16, 2022 filed with the Commission as an exhibit on Form 8-K on November 16, 2022.
			exhibit to Schedule 14C on February 2, 2021.
21		Subsidiaries filed with the Commission on Form 8-K on February 3, 2023.
	3.2		Amended and Restated Bylaws filed with the Commission as an exhibit to Form 10-SB
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.
			on May 24, 2000.
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.
	10.1		Arvana 2022 Stock Incentive Plan dated September 30, 2022 filed with the
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.
			Commission as an exhibit to Form 10-Q on November 22, 2022.
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.
	10.2		Business Purchase Agreement dated November 16, 2022 filed with the Commission
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.
			as an exhibit on Form 8-K on November 16, 2022.
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.
	21		Subsidiaries filed with the Commission on Form 8-K on February 3, 2023.
	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.
	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.
	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.
	99.10		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.
	99.20		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.
	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.

3028

Exhibit 31.1

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:

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

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

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

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

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

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

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

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

5) 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):

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

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

Date: August 14, 2025	By:		/s/ James Kim
			James Kim Chief Executive Officer (Principal Executive Officer)

Exhibit 31.2

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:

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

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

Date: August 14, 2025	By:		/s/ Andrew E. Morrison
			Andrew E. Morrison Chief Financial Officer (Principal Financial and Accounting Officer)

Exhibit 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

In connection with the Quarterly Report of Arvana Inc. (the “Company”) on Form 10-Q for the period ended June 30, 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:

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

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

Date: August 14, 2025	By:		/s/ James Kim
			James Kim Chief Executive Officer (Principal Executive Officer)

Date: August 14, 2025	By:		/s/ Andrew E. Morrison
			Andrew E. Morrison Chief Financial Officer (Principal Financial and Accounting Officer)

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