Filed 2025-07-17 · Period ending 2024-12-31 · 24,052 words · SEC EDGAR
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# ARVANA INC (AVNI) — 10-K **Filed:** 2025-07-17 **Period ending:** 2024-12-31 **Accession:** 0001713282-25-000574 **Source:** [SEC EDGAR](https://www.sec.gov/Archives/edgar/data/1113313/000171328225000574/) **Origin leaf:** b1a5a1a3fd414a747cd6c06f621292d07838a6f70412eb1fd6bccd4475713a43 **Words:** 24,052 --- **UNITED STATES** **SECURITIES AND EXCHANGE COMMISSION** **Washington, D.C. 20549** **FORM 10-K** (Mark One) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended **DECEMBER 31, 2024** TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM _____TO_____. Commission file number: **0-30695** **ARVANA INC.** (Exact name of registrant as specified in its charter) **Nevada 87-0618509** (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) **299 Main Street, 13th Floor, Salt Lake City, Utah 84111** (Address of principal executive offices) (Zip Code) **(702) 899-1072** (Registrants telephone number, including area code) Securities registered under Section 12(b) of the Act: **None.** Securities registered under Section 12(g) of the Act: **Common Stock, $0.001 par value.** Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes No 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 1934during 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 and posted on its corporate Web site, if any, every Interactive Data File required 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 post such files). Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of large accelerated filer, accelerated filer, smaller reporting company, and emerging growth company in Rule 12b-2 of the Exchange Act. | Large accelerated filer | | Accelerated filer | | | Non-accelerated filer | | Smaller reporting company | | | | | Emerging growth company | | If an emerging growth company, indicate by check number if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. Indicate by check mark whether the registrant has filed a report on and attestation to its managements assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b) by the registered public accounting firm that prepared or issued its audit report. | | | | | | If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant including in the filing reflect the correction of an error in previously issued financial statements. Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrants executive officers during the relevant recovery period pursuant to 240.10D-1(b). Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No The aggregate market value of the registrants common stock, $0.001 par value (the only class of voting stock), held by non-affiliates (28,050,614 shares) was $12,622,776 based on the average of the bid and ask price ($0.45) on June 30, 2024. At July 15, 2025, the number of shares outstanding of the registrants common stock, $0.001 par value (the only class of voting stock), was 108,345,554. | | | | | | **TABLE OF CONTENTS** **** **** | PART I | | | | | Item 1. | Business | 1 | | | Item 1A. | Risk Factors | 7 | | | Item 1B. | Unresolved Staff Comments | 7 | | | Item 1C. | Cybersecurity | 7 | | | Item 2. | Properties | 8 | | | Item 3. | Legal Proceedings | 9 | | | Item 4. | Mine Safety Disclosures | 9 | | | PART II | | | | | Item 5. | Market for Registrants Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities | 10 | | | Item 6. | [Reserved] | 12 | | | Item 7. | Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A) | 12 | | | Item 7A. | Quantitative and Qualitative Disclosures About Market Risk. | 16 | | | Item 8. | Financial Statements and Supplementary Data | 16 | | | Item 9. | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure | 16 | | | Item 9A. | Controls and Procedures | 17 | | | Item 9B. | Other Information | 17 | | | Item 9C. | Disclosure Regarding Foreign Jurisdictions that Prevent Inspections | 18 | | | PART III | | | | | Item 10. | Directors, Executive Officers, and Corporate Governance | 19 | | | Item 11. | Executive Compensation | 23 | | | Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 26 | | | Item 13. | Certain Relationships and Related Transactions, and Director Independence | 27 | | | Item 14. | Principal Accountant Fees and Services | 28 | | | PART IV | | | | | Item 15. | Exhibits, Financial Statement Schedules | 29 | | | Item 16. | Form 10-K Summary | 29 | | | | Signatures | 30 | | | | Index to Exhibits | 31 | | **** | | | | | | **PART I** **ITEM 1. BUSINESS** **As used herein the terms Arvana, we, our, and us refer to Arvana Inc., its subsidiary, and its predecessor, unless context indicates otherwise. Any distinct references to Down2Fish refer to Down 2 Fish Charters, LLC., a wholly owned subsidiary of Arvana.** **FORWARD-LOOKING STATEMENTS** *The information in this Annual Report on Form 10-K contains forward-looking statements that involve risks and uncertainties, including our capital needs, business plans and expectations. Forward-looking statements also involve risks and uncertainties regarding our business, capital, government regulations, stock price, operating costs, capital costs, and other factors. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. You can identify forward-looking statements by terminology such as "may", "will", "should", "expect", "plan", "intend", "anticipate", "believe", "estimate", "predict", "potential" or "continue", the negative of such terms, or other comparable terminology. Forward-looking statements are based on assumptions and analyses made by management considering their experience and perception of historical trends, current conditions and expected future developments as well as other factors it believes are appropriate in the circumstances. Actual events or results may differ materially. We disclaim any obligation to publicly update forward-looking statements or disclose any difference between actual results and those reflected in these statements. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.* **Overview** Arvana was incorporated in the State of Nevada on June 16, 1977, as Turinco, Inc. to engage in any legal undertaking. On July 24, 2006, Arvana changed its name from Turinco, Inc. to Arvana Inc. on the acquisition of Arvana Networks, Inc., a telecommunications business. We discontinued efforts related to that business as of December 31, 2009. Arvana acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Arvana acquired the assets and assumed the liabilities of Down2Fish on February 3, 2023, from LCF Salons, LLC, (LCF) in exchange for fifty thousand dollars ($50,000) and a secured promissory note (Note) in the amount of seven hundred thousand dollars ($700,000) payable twenty-four (24) months after the closing date that bears interest of seven and one quarter percent (7%) per annum. Interest on the promissory note is payable on an annual basis. The parties have agreed to extend the maturity date of the Note to August 15, 2025. Stockholders approved a forward stock split of Arvanas common shares on a 3-for-1 basis effected on April 19, 2023, to stockholders of record on March 31, 2023. All changes in Arvanas capital structure have been given retroactive effect in this annual report. While Arvana operates its fishing charter business it has continued to seek business opportunities in real estate development. On December12, 2023, Arvana announced a non-binding memorandum of understanding to acquire the business of FirstShot Centers, LLC (FirstShot), a Nevada based company intent on expanding its specialty use concept to acquire and repurpose vacant shopping malls, outlet locations and big box stores throughout the United States to attract new tenants from targeted industries that offer goods or services that are not available online. The parties are yet to enter into a definitive agreement pending delivery of the FirstShot business and financing plan. 1 **Arvana** Our office is located at 299 Main Street, 13th Floor, Salt Lake City, Utah 84111, and our telephone number is (702) 899-1072. AA Registered Agents, 4869 Nightwood Court, Las Vegas, Nevada 89149, is our registered agent in the State of Nevada. Arvana is registered with the Securities and Exchange Commission and traded on the OTC Pink Sheets Current Information Alternative Reporting electronic platform under the symbol AVNI. **History** Down2Fish operates a Florida based fishing charter business that offers a range of curated maritime adventures that include inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates revenue from the sale and provision of fishing charter services. **Services** Down2Fish offers the following service options for seaborne adventures: | | inshore/coastal fishing boat charter services; | | | | offshore fishing boat charter services. | | | | sight-seeing fishing boat charter services; and | | | | custom fishing boat chart services. | | In-shore fishing charters are an excellent way to experience deep-sea fishing off the Florida Gulf coast without spending the day motoring out to the open sea and back again. Customers get the full experience of baiting their line, casting, hooking, and landing a real live Gulf water fish, all within sight of shore. We offer in-shore charters as full or half-day adventures that includes exploring flats and bays up to three miles from the beach. May, June, and July are the best months for inshore fishing in the Tampa Bay area. Popular inshore fish species include mangrove snapper, snook, redfish, tarpon, and cobia. Fishing lessons are included on our charters along with help in cleaning the catch. An offshore deep-sea fishing charter is designed to be an immersive experience. Charters are all-day trips that travel up to eighty miles offshore to open waters off the Florida Gulf coast, that are home to large fish, up to 50lbs or more including red grouper, scamp grouper, gag grouper, mahi mahi, American red snapper, red porgy, greater amberjack, blackfin tuna, various shark species, king mackerel, jack crevalle, and cobia. The skills required for deep-sea fishing can be more challenging than that required for in-shore fishing and the equipment more exhaustive to use. Fishing lessons for inexperienced deep-sea anglers are often a good part of the charter. We offer deep-sea fishing all year round subject to weather conditions. Sight-seeing charters specialize in taking customers out on local waterways on guided tours of aquatic and terrestrial points of interest. This type of charter works well in tourist destinations such as Tampa. Custom or special event charters are all-day trips designed to commemorate special events such as weddings, corporate outings, or birthday parties that can combine in-shore and off-shore fishing charters. Customers can choose from a variety of activities and sight-seeing options tailored to specific requests. 2 We intend to offer dolphin watching charters as the means to grow the Down2Fish brand in the Greater Tampa area and are exploring the possibilities for offering whale watching charters. The Tampa Bay area is ideal for dolphin spotting as many dolphins live in shallow waters close to the coastline. Dolphin tours are popular with families and groups. However, Down2Fish will need a larger vessel that can carry more clients to initiate dolphin watching charters. North Atlantic right whales can be sporadically spotted from November to April calving in waters off the Florida Gulf coast. Given that right whales potting in Florida is a rarity, we are unaware of any fishing charter companies in Florida that offer whale watching tours so to offer this service could quickly help us distinguish the Down2Fish brand. **Industry** The fishing charter industry consists of businesses that engage in services such as inshore/coastal fishing, offshore fishing, and tournament fishing. Operators provide charter boat services for individuals, parties, and companies. Operators may vary greatly in size, ranging from large operators with a fleet of vessels to single boat owner-operators and part-time charter companies. The industry has seen faltering growth over the past five years. COVID-19was the primary disruption that resulted in a significant decline in domestic tourism. The IBISWorld report dated to September 2023 explains the fishing charter industry has experienced a moderate decline over the last five years. Overall revenue was estimated to drop at an annualized rate of 4.8% through that period to $440.3 million. Despite the fall in revenue, the IBIS World report added that the number of charter boat businesses grew by 2.4% to 3,649, and the number of charter boat employees grew by 1.4% to 5,753 during the prior five years to September 2023. While the fishing charter industry benefited from a recovering economy in 2021 post pandemic, rising inflation in 2022, dampened growth through 2023. The reports notes that the fishing charter industry continues to face stiff competition from other recreational activities such as hiking, running, and video games along with a negative shift in consumer confidence. Inflation has caused consumers to save more of their earnings in response economic uncertainty which sentiment has had a chilling effect on the demand for fishing charter boat services. Looking ahead, the IBIS World report for the fishing charter business has forecast an increase in revenue at an annualized rate of 3.0% to $511.3 over the next five years as disposable income is expected to increase in a tight labor market, which development will likely provide consumers with more discretionary income for recreational services such as fishing charters. **Competition** While no single participant in the fishing charter business holds a dominant share of the available market, we do nonetheless face intense competition. Competitors range from industry operators that maintain fleets of vessels, to single vessel owner-operators and part-time charter companies. Existing and prospective competitors have or could have advantages over us such as those with greater name recognition, longer operating histories, deeper service offerings, larger customer bases, substantially greater financial or other resources. Many of our competitors offer fishing charters at a low-cost that may be difficult or impossible for us to match and are able to book fishing charters directly from their own e-commerce websites as compared to our reliance on third-party booking sites or services to accept payment, all of which are paid a fee for each engagement. 3 We are faced with a bevy of competitors in the Tampa Bay area that include: | | Queen Fleet Deep Sea Fishing based in Clearwater, Florida, a family-owned business that has offered fishing charters for over sixty years. Service offerings include charters for up to 150 persons on fishing party boats for half day excursions, and on smaller charters for up to 85 persons on all day fishing excursions. The business maintains two of the larger fishing party boats and one vessel for all day fishing charters. | | | | Poseidon Fishing Charters that operate from Tampa Bay offers specific charters to fish for specific fish species, such as goliath grouper fishing or shark fishing, night fishing and firework sight-seeing tours. Poseidon Fishing also offers a summer camp for children, merchandise, and special pricing for time sensitive charters. | | | | Florida Reels Fishing Charters offers a variety of pick-up locations along the Gulf Coast that is operated by a single owner-operator with one custom built vessel. The business emphasizes its use of top fishing equipment and reliance on knowledge-based fishing derived from years spent fishing in the area. | | While this list of competitors is in no way exhaustive it does provide a snapshot of competition in the area and some of the distinguishing characteristics used by these competitors to attract fishing charters. Our competitive weaknesses are tied to our limited operating history and the size of our operation. Since we are relatively new to operating in the Tampa Bay area, our business struggles with brand recognition in a market filled with options. We expect that the implementation of our business plan will increase brand recognition and customers for our fishing charters. However, efforts to expand brand recognition require that we overcome our biggest competitive weakness that being the limited financial resources at our disposal. Material growth will depend, in no small part on our ability to purchase an additional vessel to host dolphin sightseeing charters, and our willingness to spend additional sums on marketing our charters. We do not presently have the funds necessary to purchase a suitable dolphin sightseeing vessel, or to boost marketing efforts. Despite the nature of the fishing charter industry and our competitive weaknesses, we believe that the services we offer today will continue to compete effectively due to several factors. We have a team with excellent experience in the fishing charter industry that provides the core strength of our workforce. Aside from the synergies that exist in our carefully selected workforce, our charters are guided by best practices in the industry. Our captain is at the top of the range for expertise in running fishing charters. Another of our strengths is our location in Palmetto, Florida with easy access to the Florida Gulf Coast, an area extremely popular for anglers and tourists alike. The state-of-art condition of our fishing boats and fishing equipment is an attraction for customers. Another of our strengths is our attention to fishing rules and regulations focused on preserving the environment. Our concern for the environment is not lost on customers who are increasingly focused on enjoying nature without causing harm in the process. We are also cost competitive with other fishing charter businesses in the area. **Market Analysis** The fishing charter industry competes with a wide variety of other recreational activities that include non-fishing sightseeing, land-based recreation such as hiking, city sightseeing, and even sporting events. A research report published by IBISWorld in 2018 reported that during the five years that preceded that year, the industry lost ground to other forms of recreation as consumer preferences changed. The COVID-19 pandemic had a further chilling effect on the industry as prospective customers were bound to remain in their homes. However, a post-COVID-19 IBISWorld report on the fishing charter industry released in September of 2023 forecasts that the industry is expected to realize annualized revenue growth through 2028, on the basis that sustained economic growth will lead to an increase in consumer incomes which will enable more people to spend more money on recreational activities. Despite the effects of inflation, there is reason to believe that the fishing charter industry is about to enter a consistent growth pattern in the face of competing recreational activities. 4 **Marketing Strategy** Our marketing strategies are directed towards achieving specific objectives that support our strategic goals to create new market channels, increase revenue and grow market share. We expect to leverage off premier fishing charter experiences to win new customers and retain existing ones. Down2Fish maintains modern well equipped fishing charter vessels, experienced crews, a convenient location from which to embark on charters, and reliance on highly reliable payment platforms for payment. Our intention is also to work with brand and publicity consultants to help us map out publicity and advertising strategies that will help us reach our target market. We expect to continue to make use of the following marketing and sales strategies: | | promote our business online via our official website and social media platforms like; Instagram, Facebook, twitter, YouTube, Google, LinkedIn + et al; | | | | offer Down2Fish branded merchandise online and aboard our fishing charters; | | | | advertise special prices; | | | | advertise our fishing boat charter in our official website and employ strategies that will help us pull traffic to the site; | | | | promote our business on fishing charter booking sites such as Fareharbor, Travelocity, and Fishing Booker; and | | | | dress crew members in branded shirts with our company logo. | | Our pricing is similar to the average price of what is charged for a fishing charter. While we do not charge more than our competitors, we do not chargeless. Nonetheless, we do intend to offer discounts on our fishing charters for special events, and to reward loyal customers especially for referrals to our business. Our facility to accept payments is all inclusive, as we are quite aware that different customers prefer different payment options such as: | | payment via bank transfer | | | | payment with cash | | | | payment via Point-of-Sale Machine (POS) | | | | payment via credit card. | | **Governmental Regulation** Our business is subject to extensive federal, state, and local regulations in Florida. The captain of a saltwater fishing charter must comply with U.S. Coast Guard (USGC) regulations which include holding a USGC Captains License. Vessels used by a charter captain to do business must be commercially registered or have a USGC certificate of documentation with a commercial designation and follow USGC vessel safety requirements. Vessels carrying more than six passengers for hire must also have a Certificate of Inspection issued by the USGC. The USGC also exercises full authority over the safety and health of crews aboard vessels that have been inspected and certified. Any safety or health complaints received by the Occupational Safety and Health Administration (OSHA) concerning crew working conditions on an inspected vessel are referred to the USGC for determination of whether the events complained of constitute hazardous conditions. Fishing charters conducted in the Gulf of Mexico are also required to hold Gulf of Mexico Charter/Headboat for Reef Fish, and a Gulf of Mexico Charter/Headboat for Coastal Migratory Pelagics permits issued by the National Oceanic and Atmospheric Administration (NOAA). Enforcement falls on the NOAA Office of Law Enforcement. 5 Florida requires a Charter Captain or Boat Fishing License to carry paying customers for the purpose of taking, attempting to take or possessing saltwater fish or organisms. A Florida Charter Captain license also covers customers on a charter who are not required to hold separate recreational saltwater fishing licenses and permit the licensed captain to go from boat to boat to do business. Florida also requires us to hold a Gulf Reef Fish Charter/Endorsement. State licenses are issued by the Florida Fish and Wildlife Conservation Commission (FWC). Our business is also subject to FWC Florida Charter for Hire Regulations and Florida Recreational Fishing Regulations. We are further required to register as our boats as commercial vessels with the Florida Highway Safety and Motor Vehicles. Our business must also follow certain local restrictions as to seasons, volume, and fish species subject to catch. We are also subject to city and county business license requirements. Any failure to comply with the rules and regulations that govern fishing charter businesses could result in substantial penalties. Since such rules and regulations are frequently amended or interpreted differently by regulatory agencies, we are unable to accurately predict the future cost or impact on our business in complying with such laws or ultimately what cost or impact compliance or otherwise will have on us. Nevertheless, we do believe that our business is currently in regulatory compliance with those rules and regulations incumbent upon us. **Environment** We seek to comply with all applicable federal, state, and local statutory laws or regulations concerning the preservation of our environment. The Magnuson-Stevens Fishery Conservation and Management Act (MSA) is the primary federal law governing marine fisheries management in federal waters up to two hundred nautical miles off the U.S. coasts. The MSA works through local councils to maintain its objectives. Our business falls under the Gulf of Mexico Fishery Management Council, one of eight councils that are responsible for developing management plans to prevent overfishing, rebuild fish stocks and promote the long-term health of fishing. MSA councils look to the Scientific and Statistical Committee (SSC) for advice over a range management issues, such as what is an acceptable biological catch, maximum sustainability, and rebuilding targets. Based on data generated by the SSC, each council develops a fish management plan and submits recommended regulations to the U.S. Secretary of Commerce. The Gulf of Mexico Fishery Management will also work with the FWC to ensure consistency in catch limitations. NOAA is one of the agencies responsible the enforcement of MSA directives. Florida is fiercely protective of its fish stocks given the tremendous economic impact it has on the state. On the state level the FWC is responsible for saltwater regulations that extend up to nine nautical miles off the Florida Gulf Coast. Regulations published through the FWC go to bag limits, species, size, and season for each fish species that can be legally caught. The FWC also publishes a list of fish species that cannot be caught. Since restrictions are subject to change, current restrictions are published online on the FWCs website, eRegulations.com, and through independent businesses that offer fishing charters. Local fishing areas may also maintain restrictions on fishing that apply to their communities. Expenditures for compliance with federal state and local environmental laws have not had, and are not expected to have, a material effect on our business. 6 **Employees** Arvana has a non-employee compensation arrangement with chief executive officer who also serves as acting chief financial officer and as a director. He engages consultants, attorneys, accountants, and auditors as necessary to direct Arvanas business. Management has no intention of engaging additional employees until the sustainability of our business is assured. Down2Fish has a non-employee compensation arrangement with its manager and plans to hire additional persons moving forward to increase the number of fishing charters tours undertaken. **Patents, Trademarks, Licenses, Franchises, Concessions, Royalty Agreements and Labor Contracts** Arvana owns no patents, trademarks, licenses, franchises, concessions, or royalty agreements and is not subject to any labor contracts. **Reports to Security Holders** Our annual report contains audited financial statements. We are not required to deliver an annual report to security holders and will not automatically deliver a copy of the annual report to our security holders unless a request is made for such delivery. We file our required reports and other information with the Commission. The statements and forms filed by us with the Commission have also been filed electronically and are available for viewing or copy on the Commission maintained Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the Commission. The Internet address for this site can be found at http://www.sec.gov. **ITEM 1A. RISK FACTORS** Arvana is a smaller reporting company as defined by Rule 12b-2 of the Securities Exchange Act of 1934, as amended (Exchange Act) and, as such, are not required to provide the information under this Item. **ITEM 1B. UNRESOLVED STAFF COMMENTS** Arvana is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item. **ITEM 1C. CYBERSECURITY** **** **Limited Risk Management Strategy for Handling Sensitive Data** **Risk Management and Strategy** Arvana is committed to the integrity and security of the sensitive data that it collects, maintains, and transmits across its computer systems. Over the ordinary course of our business, Arvana and its third-party service providers, such as charter booking services, collect, maintain, and transmit sensitive data including proprietary or confidential business information (such as operational data and personal information). The secure maintenance of this information is critical to our business and reputation. Despite our efforts to implement robust security measures, in reliance on administrative, technical, and physical safeguards, our risk management strategies, and practices for protecting sensitive data are subject to certain limitations. A variety of factors give rise to these limitations including the evolving nature of cyber threats, resource constraints, and the inherent risks associated with the technologies we and third-party service providers employ. Arvana relies on third parties, including cloud vendors and consultants, for various business functions. Many of our third-party service providers have access to our information systems and data, and we rely on such third parties for the operation of our business. We oversee third-party service providers by conducting vendor diligence. Vendors are generally assessed for risk based on the nature of their service, access to data and systems and supply chain risk. 7 Arvanas current risk management strategy may not fully account for or mitigate the risks posed by emerging technologies or the potential impact of these limitations on our business. Financial liabilities, damage to our reputation, and erosion of customer trust could negatively affect our business operations and financial condition. We have adopted a cybersecurity governance structure to identify, assess, and manage material risks from cybersecurity threats that include a framework to respond to and assess internal and external threats to the security, confidentiality, and integrity of Arvanas data and information systems. Under which framework management is responsible for assessing and managing material risks that arise from cybersecurity threats. We have not engaged third-party qualified contractors or claim any management expertise from which to draw in the event of cybersecurity threats. **Governance** When identified by management, cybersecurity threats are to be immediately reported to Arvanas Audit Committee. The Audit Committee has primary responsibility for oversight of cybersecurity threats once a cybersecurity threat has been reported to it by management. Matters to be considered by the Audit Committee include management risks relating to data privacy, technology, and information security. The Audit Committee must also consider Arvanas cyber security measures and the back-up of information systems, along with what steps Arvana has taken to monitor and control cybersecurity exposure. Further, the Audit Committee is tasked with the responsibility for conferring with management and Arvanas auditors as to the adequacy and effectiveness of information safeguards, cybersecurity policies, and internal controls that impact information security. The Audit Committee will be briefed on any material cybersecurity incidents that might adversely affect our business at least once each year, such brief will include topics such as risk assessment, risk management, control decisions, service provider arrangements, security incidents, responses with recommendations for changes or updates to policies and procedures. While Arvana has not experienced cybersecurity incidents in the past, it cannot guarantee that our cybersecurity safeguards will prevent breaches or breakdowns of our third-party service providers information technology systems, particularly in the face of continually evolving cybersecurity threats and increasingly sophisticated threat actors. A cybersecurity incident could materially affect our business, results of operations, financial condition, and reputation, in addition to potentially subjecting us to government investigations, litigation, fines or damages. **ITEM 2. PROPERTIES** Arvana leases executive office is located at 299 Main Street, 13th Floor, Salt Lake City, Utah 84111. We pay an annual rent of $828 payable on a month-to-month basis. Our business office is located at 901 25th Avenue W, Palmetto, Florida 34221. We paid a nominal fee for the use of a boat dock and two boat slips to cover the term of the lease that expires on December 31, 2025. We believe that these arrangements are appropriate at this time given our focus on operating efficiencies and do not believe that we will need to maintain a larger space in the foreseeable future. 8 **ITEM 3. LEGAL PROCEEDINGS** Arvana is not a party to any material litigation, arbitration, governmental proceeding, or other legal proceeding currently pending or known to be contemplated against it, or any of its officers or directors in their respective capacities as members of Arvanas management team. **ITEM 4. MINE SAFETY DISCLOSURES** Not applicable. 9 **PART II** **ITEM 5. MARKET FOR REGISTRANTS COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OFEQUITY SECURITIES** **Market Information** Shares of Arvanas common stock are quoted on the OTC Pink Sheets Current Information Alternative Reporting electronic platform under the symbol AVNI. Over-the-counter market quotations of our common stock reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not necessarily represent actual transactions. On February 22, 2023, Arvanas stockholders approved a forward-split on a 3-1 basis of its outstanding common stock that was effected on April 19, 2023 to stockholders of record on March 31, 2023. **Holders** Arvana has 93 stockholders of record holding a total of 107,845,554 shares of fully paid and non-assessable common stock of the 500,000,000 shares of common stock, par value $0.001, authorized. We believe that the number of beneficial owners is substantially greater than the number of record holders given a portion of our outstanding common stock is held in broker street names for the benefit of individual investors. **Dividends** Arvana has neither the ability nor any history of paying cash dividends to its stockholders and has no intention to pay cash dividend in the foreseeable future. **Securities Authorized for Issuance Under Equity Compensation Plans** The table below details compensation plans, including individual compensation arrangements, under which Arvana equity securities have been authorized for issuance as of year-end December 31, 2024 aggregated as follows: (i) All compensation plans previously approved by security holders; and (ii) All compensation plans not previously approved by security holders. | Plan Category | | Number of securities issued upon exercise of outstanding options, warrants, and rights | | Weighted-average exercise price of outstanding options, warrants, and rights | | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | | (a) | | (b) | | (c) | | | Equity compensation plans approved by security holders | | | 6,150,000 | | | $ | 0.09 | | | | 2,550,000 | | | | Equity compensation plans not approved by stockholders | | | | | | | | | | | | | | | Total | | | 6,150,000 | | | $ | 0.09 | | | | 2,550,000 | | | 1The Arvana Inc. 2002 Stock Incentive Plan was approved by stockholders on February 22, 2023. 10 **Arvana Inc. 2022 Stock Incentive Plan** The purpose of the Arvana Inc. 2022 Stock Incentive Plan (Incentive Plan) is to provide a means through which Arvana may attract able persons to serve as employees, directors, or consultants of Arvana or its subsidiaries, and to provide a means whereby those individuals upon whom the responsibilities for the successful administration and management of Arvana rest, and whose present and potential contributions to Arvana are of importance, may acquire and maintain stock ownership, thereby strengthening their concern for the welfare of Arvana. The Incentive Plan provides for granting incentive stock options(ISOs), non-qualified stock options (NQSOs), restricted stock awards (RSAs), or any combination of the foregoing, as is best suited to the circumstances of the employee, consultant, or director who might be eligible for participation. Employees are eligible for incentive stock options and non-qualified stock options under the Incentive Plan. Non-employee members of our board of directors (Board) and consultants are eligible for non-qualified stock options. **Performance Graph** Arvana is a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item. **Recent Sales of Unregistered Securities** The table below details Arvana sales of securities over the past three years which were not registered under the Securities Act of 1933, as amended (Securities Act) that includes sales or reacquired securities, new issues, securities issued in exchange for property, services or other securities, and new securities that resulted from the modification of outstanding securities. None of sales detailed below involved any underwriters, underwriting discounts, or commissions, except as specified hereto. On September 30, 2022, Arvana sold an aggregate of five million four hundred thousand (5,400,000) shares to 16 individuals and 2 corporations, pursuant to the exemptions from the registration promulgated under Securities Act as follows: | Name | | Date | | Amounts Settled | | Cash | | Price | | Shares | | Exemptions | | | Brian Buckley (1) | | | 08/11/2022 | | | $ | | | | $ | 60,000 | | | $ | 0.067 | | | | 900,000 | | | | 4(a)(2)/Reg S | | | | Peter Van Settelen | | | 08/11/2022 | | | | | | | | 25,000 | | | | 0.067 | | | | 375,000 | | | | 4(a)(2)/Reg S | | | | Leonard B. Smith | | | 08/18/2022 | | | | | | | | 10,000 | | | | 0.067 | | | | 150,000 | | | | 4(a)(2)/Reg S | | | | Cathy Bures | | | 08/25/2022 | | | | | | | | 5,000 | | | | 0.067 | | | | 75,000 | | | | 4(a)(2)/Reg D | | | | Andrew Barry | | | 08/29/2022 | | | | | | | | 12,500 | | | | 0.067 | | | | 187,500 | | | | 4(a)(2)/Reg S | | | | Melanie Ellenburgh | | | 08/29/2022 | | | | | | | | 12,500 | | | | 0.067 | | | | 187,500 | | | | 4(a)(2)/Reg S | | | | Jim Silye | | | 08/29/2022 | | | | | | | | 10,000 | | | | 0.067 | | | | 150,000 | | | | 4(a)(2)/Reg S | | | | Bruce Carson | | | 09/01/2022 | | | | | | | | 25,000 | | | | 0.067 | | | | 375,000 | | | | 4(a)(2)/Reg S | | | | James Stephen Gardiner & Licia Gardner | | | 09/01/2022 | | | | | | | | 15,000 | | | | 0.067 | | | | 225,000 | | | | 4(a)(2)/Reg S | | | | Robert Breakell | | | 09/01/2022 | | | | | | | | 10,000 | | | | 0.067 | | | | 150,000 | | | | 4(a)(2)/Reg S | | | | Orion Winkelmeyer | | | 09/01/2022 | | | | | | | | 60,000 | | | | 0.067 | | | | 900,000 | | | | 4(a)(2)/Reg S | | | | Louis Basque | | | 09/02/2022 | | | | | | | | 5,000 | | | | 0.067 | | | | 75,000 | | | | 4(a)(2)/Reg S | | | | Lawrence Jean | | | 09/08/2022 | | | | | | | | 10,000 | | | | 0.067 | | | | 225,000 | | | | 4(a)(2)/Reg S | | | | Natash Blaisdell | | | 09/09/2022 | | | | | | | | 15,000 | | | | 0.067 | | | | 225,000 | | | | 4(a)(2)/Reg S | | | | Jeffrey King | | | 09/09/2022 | | | | | | | | 5,000 | | | | 0.067 | | | | 75,000 | | | | 4(a)(2)/Reg S | | | | Daniel Dunlop | | | 09/09/2022 | | | | | | | | 30,000 | | | | 0.067 | | | | 450,000 | | | | 4(a)(2)/Reg S | | | | Enkore Custom Homes, Inc. | | | 09/20/2022 | | | | | | | | 10,000 | | | | 0.067 | | | | 150,000 | | | | 4(a)(2)/Reg S | | | | Orsa & Company (2) | | | 09/30/2022 | | | $ | 40,000 | | | | | | | | 0.067 | | | | 600,000 | | | | 4(a)(2)/Reg D | | | | Sub-total | | | | | | | | | | | 320,000 (3) | | | | | | | | | | | | | | | | TOTAL | | | | | | $ | 40,000 | | | $ | 320,000 | | | | | | | | 5,400,000 | | | | | | | (1) Brian Buckley participated in the placement twice. (2) Orsa & Company is wholly owned by Ruairidh Campbell, a former officer and former director of Arvana. (3) Arvana paid a 10% referral fee to a resident of Alberta, Canada pursuant to provincial regulator exemptions from registration. 11 On July 23, 2021, we issued an aggregate of eighty-eight million six hundred and thirteen thousand five hundred and forty-four (88,613,544) shares in debt settlement to four individuals (4) and five (5) entities, pursuant to the exemptions from the registration promulgated under Securities Act as follows: | Name | | Date | | Amount Settled & Extinguished | | Stock Price | | Shares | | Exemptions | | | Zahir Dhanani (1) | | | 04/01/2021 | | | $ | 220,071.06 | | | $ | 0.10 | | | | 1,309,476 | | | | 4(a)(2)/Reg S | | | | Third Millennium Capital Corporation | | | 04/01/2021 | | | | 12,659.58 | | | | 0.10 | | | | 79,521 | | | | 4(a)(2)/Reg S | | | | CaiE Foods Partnership Ltd. | | | 04/01/2021 | | | | 213,522.09 | | | | 0.10 | | | | 1,746,099 | | | | 4(a)(2)/Reg D | | | | International Portfolio Management Inc. (2) | | | 06/30/2021 | | | | 10,375.00 | | | | 0.10 | | | | 778,125 | | | | 4(a)(2)/Reg S | | | | Altaf Nazerali (2) | | | 06/30/2021 | | | | 5,750.00 | | | | 0.13 | | | | 431,250 | | | | 4(a)(2)/Reg S | | | | Altaf Nazerali (2) | | | 06/30/2021 | | | | 10,000.00 | | | | 0.13 | | | | 750,000 | | | | 4(a)(2)/Reg S | | | | Valor Invest Ltd. (2) | | | 06/30/2021 | | | | 924,975.96 | | | | 0.13 | | | | 69,373,197 | | | | 4(a)(2)/Reg S | | | | John Baring (3) | | | 06/30/2021 | | | | 60,000.00 | | | | 0.13 | | | | 4,500,000 | | | | 4(a)(2)/Reg D | | | | 681315 B.C. Ltd. (4) | | | 06/30/2021 | | | | 103,611.68 | | | | 0.13 | | | | 7770,876 | | | | 4(a)(2)/Reg S | | | | Raymond Wicki | | | 06/30/2021 | | | | 44,879.03 | | | | 0.13 | | | | 1,875,000 | | | | 4(a)(2)/Reg S | | | | TOTAL | | | | | | $ | 1,605,844.40 | | | | | | | | 88,613,544 | | | | | | | (1) Zahir Zhanani was a former officer and former director of Arvana. (2) Valor Invest Ltd. and International Portfolio Management are under the common control of Altaf Nazerali. (3) Sir John Baring is the chairman of Arvanas Board. (4) 681315 B.C. Ltd. is beneficially owned by Arvanas former bookkeeper. **ITEM 6. [RESERVED]** **** **ITEM 7. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS** This *Managements Discussion and Analysis of Financial Condition and Results of Operations*and other parts of this annual report contain forward-looking statements that involve risks and uncertainties. Forward-looking statements can also be identified by words such as anticipates, expects, believes, plans, predicts, and similar terms. Forward-looking statements are not guarantees of future performance and our actual results may differ significantly from the results discussed in the forward-looking statements. Factors that might cause such differences include but are not limited to those discussed in the subsection entitled *Forward-Looking Statements and Factors That May Affect Future Results and Financial Condition*below. The following discussion should be read in conjunction with our financial statements and notes thereto included in this report. Our fiscal year end is December 31. **** **Discussion and Analysis** **Overview** Arvana acquired Down2Fish on February 3, 2023 as a wholly owned subsidiary. Down2Fish operates a Florida based fishing charter business offering a range of curated maritime adventures including inshore, offshore, and custom charters for fishing enthusiasts, nature lovers and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services. 12 **Plan of Operation** Our plan of operation is to support the development of our business, and to build on its existing business model. We believe that an expansion of marketing efforts around Tampa Bay, to offer a wider range of services, such as dolphin tours, will help establish the Down2Fish brand, attract more customers and increase revenues. Expansion into new service offerings will however require capital sufficient to finance the purchase of another vessel and additional boating equipment. We believe that dolphin tours can return net revenue on a consistent basis if we are able to attract sufficient customers to each excursion. We are currently licensed and equipped to carry no more than six (6) customers on each fishing charter. A vessel designed primarily for dolphin tours can carry from fifty (50) to one hundred (100) customers. Our primary impediment for equipment procurement and installation is cost. We are presently considering financing options that might become available to us in the near term but have no assurance that financing options will become available or that if such did become available, that the financing terms would be tenable for our business. Unless or until we can offer excursions that cater to a greater number of customers on each excursion, we will continue to focus on offering more fishing charter excursions to build revenue and improve our results of operations. While Arvana operates its fishing charter business it has continued to seek business opportunities in real estate development. On December 12, 2023 Arvana announced a non-binding memorandum of understanding to acquire the business of FirstShot Centers, LLC, a Nevada based company intent on expanding its specialty use concept to acquire and repurpose vacant shopping malls, outlet locations, and big bog stores throughout the United States to attract new tenants from targeted industries that offer goods or services that are not available online. The parties have ended their discussions of the proposed transaction, and management is evaluating alternative options for pursuing this business model. **Results of Operations** During the year ended December 31, 2023 Arvana purchased Down2Fish as a wholly owned subsidiary, raised capital to sustain operations, evaluated other business opportunities, and offered charter fishing services. Charter fishing services were curtailed in the third quarter of 2023 and halted in the fourth quarter of 2023, due to necessary repairs to both of our vessels under their respective warranties. Our results of operations for the year ended December 31, 2024 as compared to the year ended December 31, 2023 were as follows below: **** | | | Year Ended | | | | | | | December 31, | | | | | | | 2024 | | 2023 | | Change | | | Total Revenue | | $ | 67,964 | | | $ | 68,276 | | | $ | (312 | ) | | | Cost of Services | | | 34,320 | | | | 26,685 | | | | 7,635 | | | | Gross Profit | | | 33,644 | | | | 41,591 | | | | (7,947 | ) | | | Operating Expenses | | | 406,236 | | | | 528,513 | | | | (122,277 | ) | | | Operating Loss | | | (372,592 | ) | | | (486,922 | ) | | | 114,330 | | | | Other Income and Expenses | | | (74,903 | ) | | | (829,651 | ) | | | 754,748 | | | | Net Loss | | $ | (447,495 | ) | | $ | (1,316,573 | ) | | $ | 869,078 | | | **** 13 **Revenue** Charter revenue from operations was $67,964 for the year ended December 31, 2024 as compared to $68,276 for the twelve-month period ended December 31, 2023, a decrease of 0.5%. The decrease in revenue in the current year is attributed to complications arising due to the hurricanes occurring in the second half of 2024. Revenue results for the current year were hampered by necessary repairs to both of our fishing charter vessels. We expect charter revenue from operations to increase over the next twelve months as both of our fishing charter vessels return to active service. **Operating Expenses** Operating expenses for the year ended December 31, 2024 decreased to $406,236 as compared to $528,513 for the twelve-month period ended December 31, 2023, a decrease of 23.1%. The decrease in operating expenses over the twelve-month period ended December 31, 2024 is attributed to reductions in auditing expenses as well as general and administrative expenses including stock-based compensation. We expect operating expenses to increase in future periods as our business development strategies are implemented while professional fees for auditing and accounting are expected to increase over the next twelve months. **Other Income and Expenses** Other expense for the twelve-month period ended December 31, 2024 was $74,903 as compared to other expense of $829,651 for the twelve-month period ended December 31, 2023, a decrease of 91.0%. The reduction in other expense over the comparative periods can be primarily attributed to the loss recognized in 2023 on the acquisition of Down2Fish. We expect other expense to decrease over future periods as debt instruments tied to the fishing charter vessels are satisfied. **Net Loss** Net loss for the year ended December 31, 2024 was $447,495 as compared to a net loss of $1,316,573 for the year ended December 31, 2023, a decrease of 66.0%. The decrease in net loss in the current year over the prior comparable period can be primarily attributed to the loss recognized on the asset purchase of Down2Fish. We expect to continue to realize net losses from operations over the next twelve months as management works to implement its business model. **Capital Expenditures** Capital expenditures during the year ended December 31, 2024 consisted of $25,000 for website development costs. Capital expenditures during the year ended December 31, 2023 consisted of the property and equipment acquired as part of Down2Fish. 14 **Liquidity and Capital Resources** Since inception, Arvana has experienced significant changes in liquidity, capital resources, and stockholders deficit. We had current assets of $18,393 as of December 31, 2024 consisting solely of cash as compared to $27,171 as of December 31, 2023 consisting of cash and a bond. Total assets were $202,176 as of December 31, 2024 consisting of current assets, property, equipment, and intangible assets as compared to total assets of $216,549 as of December 31, 2023 consisting of cash, a bond, property, equipment, and intangible assets. We had a working capital deficit of $969,980 as of December 31, 2024 compared to a working capital deficit of $311,316 as of December 31, 2023. Net stockholders' deficit in Arvana was $1,250,966 at December 31, 2024 compared to a net stockholders' deficit in Arvana of $962,126 at December 31, 2023. The following table shows a summary of our cash flows for the periods presented: **** | | | Year Ended | | | | | | | December 31, | | | | | | | 2024 | | 2023 | | Change | | | Net cash provided by (used in): | | | | | | | | | | | | | | | Operating activities | | $ | (193,580 | ) | | $ | (168,018 | ) | | $ | (25,562 | ) | | | Investing activities | | | (25,000 | ) | | | (54,552 | ) | | | 29,552 | | | | Financing activities | | | 214,802 | | | | 102,276 | | | | 112,526 | | | | Increase (decrease) in cash | | $ | (3,778 | ) | | $ | (120,294 | ) | | $ | 116,516 | | | **** **Cash Used in Operating Activities** Net cash used operating activities for the year ended December 31, 2024 was $193,580 as compared to net cash used in operating activities of $168,018 for the year ended December 31, 2023. Net cash used in operating activities in the current period can be attributed to book expense items that do not affect the total amount relative to actual cash used, such as stock-based compensation, depreciation, and loss on asset purchase. Balance sheet accounts that affect cash but are not income statement related that are added or deducted to arrive at cash used in operating activities include accounts payable and amounts due to related parties. We expect net cash used in operating activities to continue over the next twelve months as we implement our business plan. **Cash Used in Investing Activities** Net cash used in investing activities for the year ended December 31, 2024 was $25,000 as compared to $54,552 net cash used in investing activities for the year ended December 31, 2023. Net cash used in investing activities in the prior year can be attributed to asset acquisition and the purchase of fixed assets offset by amounts received from the sale of fixed assets. We expect to use net cash in investing activities in the near term as investment will be required of us in connection with the expansion our fishing charter business. 15 **Cash Flows from Financing Activities** Net cash provided by financing activities for the year ended December 31, 2024 was $214,802 as compared to net cash provided by financing activities of $102,276 for the year ended December 31, 2023. Net cash provided from financing activities in the current year consisted of proceeds from loans payable to related parties offset by payments made on loans payable to related parties. We expect to continue to use net cash provided by financing activities over the next twelve months generated through additional private equity placements, public offerings, or private debt to expand our business. Arvana does not intend to pay cash dividends in the foreseeable future. Arvana had no lines of credit or other bank financing arrangements as of December 31, 2024. Arvana had no commitments for future capital expenditures at December 31, 2024. Arvana has adopted the Arvana Inc. 2022 Stock Incentive Plan. Arvana has no current plans for the purchase or sale of any plant or equipment. Arvana has no current plans to make any changes in the number of employees. **Critical Accounting Policies** The preparation of financial statements in accordance with U.S. GAAP requires us to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses in the reporting period. We base our estimates and assumptions on current facts, historical experience, and various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. We continually review the estimates and underlying assumptions to ensure they are appropriate for the circumstances. Accounting assumptions and estimates are inherently uncertain and actual results may differ materially from our estimates. A summary of our critical accounting policies is provided in Note 1 to the audited financial statements for the years ended December 31, 2024 and 2023 included in this Form 10-K. We discuss accounting policies that are significant in determining our results of operations. **Off-Balance Sheet Arrangements** We do not have any off-balance sheet arrangements, financings, or other relationships with unconsolidated entities or other persons, also known as special purpose entities. **ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK** We are a smaller reporting company as defined by Rule 12b-2 of the Exchange Act and, as such, are not required to provide the information under this Item. **ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA** Our audited financial statements for the year ended December 31, 2024, as set forth below, are included with this Annual Report on Form 10-K. Our audited financial statements are prepared on the basis of accounting principles generally accepted in the United States and are expressed in U.S. dollars. 16 **** MICHAEL GILLESPIE & ASSOCIATES, PLLC **CERTIFIED PUBLIC ACCOUNTANTS** **Vancouver, WA 98666** **206.353.5736** REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Shareholders, Board of Directors & Shareholders Arvana Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheets of Arvana Inc. as of December 31, 2024 and the related statements of operations, changes in stockholders deficit, cash flows, and the related notes (collectively referred to as financial statements) for the year then ended. In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2024 and the results of its operations and its cash flows for the year December 31, 2024 in conformity with accounting principles generally accepted in the United States of America. **Going Concern** The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note #2 to the financial statements, although the Company has limited operations and it has yet to attain profitability. This raises substantial doubt about its ability to continue as a going concern. Managements plan in regard to these matters is also described in Note #2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion. /S/ MICHAEL GILLESPIE & ASSOCIATES, PLLC We have served as the Companys auditor since 2024. PCAOB ID: 6108 Vancouver, Washington July 16, 2025 17 **** **REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM** To the Stockholders of Arvana Inc. **Opinion on the Financial Statements** We have audited the accompanying consolidated balance sheet of Arvana Inc. (the Company) as of December 31, 2023, and the related consolidated statements of operations, stockholders deficit, and cash flows for the year ended December 31, 2023, and the related consolidated notes (collectively referred to as the financial statements). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and the results of its operations and its cash flows for year ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. **Explanatory Paragraph Going Concern** The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has incurred recurring operating losses, has incurred negative cash flows from operations and has an accumulated deficit. For the year ended December 31, 2023 the Company had an operating loss of $530,922, net cash $206,118 and working capital deficit of $311,316. These and other factors raise substantial doubt about the Companys ability to continue as a going concern. Managements plan regarding these matters is also described in Note 2 to the consolidated financial statements. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty. **Basis for Opinion** These financial statements are the responsibility of the Companys management. Our responsibility is to express an opinion on the Companys financial statements based on our audit. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audit, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control over financial reporting. Accordingly, we express no such opinion. Our audit included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audit also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.**** **Critical Audit Matters** | The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. We did not identify any critical audit matters that need to be communicated. We have served as the Companys auditor since 2023. Margate, Florida April 5, 2024 PCAOB #5036 | | | | | | 18 **Arvana, Inc.** **Consolidated Balance Sheets** **As of December 31, 2024 and 2023** | | | | | | | | | | | | | | December 31, | | December 31, | | | ASSETS | | 2024 | | 2023 | | | Current Assets: | | | | | | | | | | | Cash and Cash Equivalents | | $ | 18,293 | | | $ | 22,071 | | | | Other Current Assets | | | 100 | | | | 5,100 | | | | Total Current Assets | | | 18,393 | | | | 27,171 | | | | Non-Current Assets: | | | | | | | | | | | Property and Equipment, Net | | | 136,533 | | | | 163,378 | | | | Intangible Assets, Net | | | 47,250 | | | | 26,000 | | | | Total Non-Current Assets | | | 183,783 | | | | 189,378 | | | | Total Assets | | $ | 202,176 | | | $ | 216,549 | | | | | | | | | | | | | | | LIABILITIES AND STOCKHOLDERS' DEFICIT | | | | | | | | | | | Current Liabilities: | | | | | | | | | | | Accounts Payable | | $ | 62,172 | | | $ | 100,849 | | | | Deferred Revenue | | | 9,000 | | | | | | | | Other Current Liabilities | | | 4,157 | | | | | | | | Related-Party Payables (Note 8) | | | 139,885 | | | | 46,200 | | | | Current Portion of Notes Payable (Note 7) | | | 12,515 | | | | 79,438 | | | | Current Portion of Related-Party Notes Payable | | | 760,644 | | | | 112,000 | | | | Total Current Liabilities | | | 988,373 | | | | 338,487 | | | | Long-Term Liabilities: | | | | | | | | | | | Notes Payable, Net of Current Portion | | | 114,769 | | | | 840,188 | | | | Related-Party Notes Payable, Net of Current Portion | | | 350,000 | | | | | | | | Total Long-Term Liabilities | | | 464,769 | | | | 840,188 | | | | Total Liabilities | | | 1,453,142 | | | | 1,178,675 | | | | | | | | | | | | | | Stockholders' Deficit: | | | | | | | | | | | Common stock, $0.001 par value, 500,000,000 shares authorized, 107,845,554 issued and outstanding at December 31, 2024, and 107,845,554 issued and 107,839,299 outstanding at December 31, 2023, respectively | | | 107,847 | | | | 107,847 | | | | Additional Paid-in Capital | | | 36,668,638 | | | | 36,490,304 | | | | Accumulated Deficit | | | (38,027,451 | ) | | | (37,556,941 | ) | | | Total Stockholders' Deficit Before Treasury Stock | | | (1,250,966 | ) | | | (958,790 | ) | | | Less: Treasury Stock (0 shares and 6,255 shares at cost) | | | | | | | (3,336 | ) | | | Total Stockholders' Deficit | | | (1,250,966 | ) | | | (962,126 | ) | | | Total Liabilities and Stockholders' Deficit | | $ | 202,176 | | | $ | 216,549 | | | The accompanying notes are an integral part of these consolidated financial statements 19 **Arvana, Inc.** **Consolidated Statements of Operations** **For the Years Ended December 31, 2024 and 2023** **** | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2024 | | 2023 | | | Revenue: | | | | | | | | | | | Charter Revenue | | $ | 19,964 | | | $ | 24,276 | | | | Lease Revenue | | | 48,000 | | | | 44,000 | | | | Total Revenue | | | 67,964 | | | | 68,276 | | | | Cost of Services | | | 34,320 | | | | 26,685 | | | | Gross Profit | | | 33,644 | | | | 41,591 | | | | | | | | | | | | | | | Operating Expenses: | | | | | | | | | | | Amortization Expense | | | 3,750 | | | | | | | | Depreciation Expense | | | 26,845 | | | | 23,969 | | | | General and Administrative | | | 241,216 | | | | 403,528 | | | | Professional Fees | | | 134,425 | | | | 101,016 | | | | Total Operating Expenses | | | 406,236 | | | | 528,513 | | | | | | | | | | | | | | | Operating Loss | | | (372,592 | ) | | | (486,922 | ) | | | | | | | | | | | | | | Other Income and Expenses: | | | | | | | | | | | Interest Income | | | 550 | | | | 5 | | | | Interest Expense | | | (75,453 | ) | | | (58,647 | ) | | | Loss on Asset Purchase | | | | | | | (771,009 | ) | | | Total Other Income and Expenses | | | (74,903 | ) | | | (829,651 | ) | | | | | | | | | | | | | | Net Loss | | $ | (447,495 | ) | | $ | (1,316,573 | ) | | | | | | | | | | | | | | | | | | | | | | | | | Net Loss Per Share: | | | | | | | | | | | Basic | | $ | (0.00 | ) | | $ | (0.01 | ) | | | Diluted | | $ | (0.00 | ) | | $ | (0.01 | ) | | | | | | | | | | | | | | Weighted Average Shares Outstanding: | | | | | | | | | | | Basic | | | 107,845,554 | | | | 107,839,299 | | | | Diluted | | | 107,845,554 | | | | 107,839,299 | | | The accompanying notes are an integral part of these consolidated financial statements 20 **** **Arvana Inc.** **Consolidated Statements of Stockholders Deficit** **For the Years Ended December 31, 2024 and 2023** **** | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Additional | | | | | | | | Total | | | | | Common Stock | | Paid-in | | Accumulated | | Treasury Stock | | Stockholders' | | | | | Shares | | Amount | | Capital | | Deficit | | Shares | | Amount | | Deficit | | | Year Ended December 31, 2023 | | | Balance December 31, 2022 | | | 107,845,554 | | | $ | 107,847 | | | $ | 36,240,352 | | | $ | (36,240,368 | ) | | | (6,255 | ) | | $ | (3,336 | ) | | $ | 104,495 | | | | Stock-Based Compensation | | | | | | | | | | | 249,952 | | | | | | | | | | | | | | | | 249,952 | | | | Net Loss | | | | | | | | | | | | | | | (1,316,573 | ) | | | | | | | | | | | (1,316,573 | ) | | | Balance December 31, 2023 | | | 107,845,554 | | | $ | 107,847 | | | $ | 36,490,304 | | | $ | (37,556,941 | ) | | | (6,255 | ) | | $ | (3,336 | ) | | $ | (962,126 | ) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | Year Ended December 31, 2024 | | | Balance December 31, 2023 | | | 107,845,554 | | | $ | 107,847 | | | $ | 36,490,304 | | | $ | (37,556,941 | ) | | | (6,255 | ) | | $ | (3,336 | ) | | $ | (962,126 | ) | | | Restatement Adjustment | | | | | | | | | | | 23,015 | | | | (23,015 | ) | | | | | | | | | | | | | | | Reissued Treasury Shares | | | | | | | | | | | (3,336 | ) | | | | | | | 6,255 | | | | 3,336 | | | | | | | | Stock-Based Compensation | | | | | | | | | | | 158,655 | | | | | | | | | | | | | | | | 158,655 | | | | Net Loss | | | | | | | | | | | | | | | (447,495 | ) | | | | | | | | | | | (447,495 | ) | | | Balance December 31, 2024 | | | 107,845,554 | | | $ | 107,847 | | | $ | 36,668,638 | | | $ | (38,027,451 | ) | | | | | | $ | | | | $ | (1,250,966 | ) | | The accompanying notes are an integral part of these consolidated financial statements 21 **Arvana Inc.** **Consolidated Statements of Cash Flows** **For the Years Ended December 31, 2024 and 2023** **** | | | | | | | | | | | | | | Year Ended December 31, | | | | | 2024 | | 2023 | | | Cash Flows from Operating Activities: | | | | | | | | | | | Net Loss | | $ | (447,495 | ) | | $ | (1,316,573 | ) | | | Adjustments to reconcile net loss to | | | | | | | | | | | net cash used in operating activities: | | | | | | | | | | | Depreciation and amortization | | | 30,595 | | | | 23,969 | | | | Stock-based compensation | | | 158,655 | | | | 249,952 | | | | Loss on asset purchase | | | | | | | 771,009 | | | | Change in other current assets | | | 5,000 | | | | | | | | Change in accounts payable | | | (38,677 | ) | | | 65,525 | | | | Change in deferred revenue | | | 9,000 | | | | | | | | Change in other current liabilities | | | 4,157 | | | | | | | | Change in related-party payables | | | 85,185 | | | | 38,100 | | | | Net cash used in operating activities | | | (193,580 | ) | | | (168,018 | ) | | | | | | | | | | | | | | Cash Flows from Investing Activities: | | | | | | | | | | | Cash paid for fixed assets | | | | | | | (8,641 | ) | | | Cash paid for intangible assets | | | (25,000 | ) | | | | | | | Cash paid for asset acquisition | | | | | | | (50,000 | ) | | | Cash acquired from asset acquisition | | | | | | | 4,089 | | | | Net cash used in investing activities | | | (25,000 | ) | | | (54,552 | ) | | | | | | | | | | | | | | Cash Flows from Financing Activities: | | | | | | | | | | | Proceeds from issuance of notes payable | | | | | | | 123,266 | | | | Proceeds from related-party notes payable | | | 370,000 | | | | | | | | Repayments of notes payable | | | (23,198 | ) | | | (20,990 | ) | | | Repayments of related-party notes payable | | | (132,000 | ) | | | | | | | Net cash provided by financing activities | | | 214,802 | | | | 102,276 | | | | | | | | | | | | | | | Net decrease in cash | | | (3,778 | ) | | | (120,294 | ) | | | Cash and cash equivalents, beginning of year | | | 22,071 | | | | 142,365 | | | | Cash and cash equivalents, end of year | | $ | 18,293 | | | $ | 22,071 | | | | | | | | | | | | | | | Supplemental Disclosures of Cash Flow Information: | | | | | | | | | | | Cash paid for interest | | $ | 60,255 | | | $ | 22,318 | | | | | | | | | | | | | | | Non-Cash Investing and Financing Activities: | | | | | | | | | | | Note payable issued for asset acquisition (Note 3) | | $ | | | | $ | 700,000 | | | | Liabilities assumed in asset acquisition (Note 3) | | $ | | | | $ | 234,904 | | | **** The accompanying notes are an integral part of these consolidated financial statements 22 **Arvana Inc.** **Notes to Consolidated Financial Statements** **For the Years Ended December 31, 2024 and 2023** **Note 1 Organization and Summary of Significant Accounting Policies** Organization Arvana Inc. (the Company) was incorporated in the State of Nevada on June 16, 1977, as Turinco, Inc. 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. On February 3, 2023, the Company acquired Down 2 Fish Charters, LLC, which was organized in the State of Florida on April 1, 2019. Down2Fish operates a Florida based fishing charter business offering a range of curated maritime adventures including inshore, offshore, and custom charters for fishing enthusiasts, nature lovers, and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area in addition to St Petersburg, Sarasota, Venice, Port Charlotte, and Clearwater. Down2Fish generates its revenue from the sale and provision of fishing charter services as well as the lease of Down2Fishs marine equipment. Basis of Presentation The Companys fiscal year end is December 31. The accompanying consolidated financial statements of the Company for the years ended December 31, 2024, and 2023 have been prepared in accordance with accounting principles generally accepted in the United States (US GAAP) for financial information with the instructions to Form 10-K and Regulation S-K. Results are not necessarily indicative of results which may be achieved in future periods. Use of Estimates The preparation of unaudited consolidated 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 unaudited consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. These estimates include the recognition and measurement of deferred tax assets and the evaluation of unrecognized deductible temporary tax differences. Financial Instruments The Companys financial instruments consist primarily of cash, a government-issued bond, 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 government-issued bond, 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. 23 Concentration of Credit Risk The Company maintains cash deposits at financial institutions in accounts that may at times exceed federally insured limits. At December 31, 2024 and 2023, 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. 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. Stock Split On February 21, 2023, the Companys stockholders approved a 3-for-1 forward stock split of the common shares. The stock split was filed with the Nevada Secretary of State effective March 31, 2023, and was reflected in the market through the Financial Industry Regulatory Authority (FINRA) on April 19, 2023. All references in these financial statements to common stock, share counts, and per-share amounts have been retroactively adjusted to reflect the stock split. Stock-Based Compensation The Company accounts for all share-based payments to employees and non-employees under ASC 718, CompensationStock 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 (also referred to as the single-award 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 prior to forfeiture. Earnings (Loss) Per Share Basic earnings (loss) per share are computed using the weighted average number of common shares outstanding during the year. Diluted earnings (loss) per share are computed using the weighted average number of common shares and potentially dilutive common stock equivalents, including stock options and warrants. The Company had 6,150,000 outstanding stock options at December 31, 2024 and 7,950,000 at December 31, 2023, 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. 24 Recently Issued Accounting Pronouncements Adopted by the Company In June 2016 the FASB issued ASU 2016-13 Financial InstrumentsCredit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU 2016-13 is intended to provide financial statement users with more decision-useful information about expected credit losses on financial instruments and other commitments and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. The Company adopted ASU 2016-13 effective January 1, 2023, which adoption has not had a material effect on its financial statements. Reclassifications The Company made the following reclassifications for the year ended December 31, 2023 to conform with the current year presentation on the statement of operations: | | Lease Revenue: $44,000 was reclassified from other income and expenses to revenue. | | | | Cost of Services: $26,685 was reclassified from charter expenses, as previously included in operating expenses, to cost of services for inclusion in gross profit | | | | Depreciation Expense: $23,969 was reclassified from charter expenses, as previously included in operating expenses, to a separate line item under operating expenses for enhanced transparency. | | These reclassifications reflect a change in financial statement presentation as a result of changes in operational strategies due to new management in 2024, and were done solely to enhance comparability to the current year. These reclassifications are not corrections of errors, and they had no impact on net loss, total assets, or total liabilities for the period presented. To conform with the current year presentation on the statement of cash flows, the Company reclassified $38,100 related to the change in related-party payables from financing activities to operating activities for the year ended December 31, 2023. This reclassification had no impact on the net change in cash or the ending balance of cash and cash equivalents for the period presented. **Note 2 Going Concern** The Company incurred net losses of $447,495 and $1,316,573 for the years ended December 31, 2024 and 2023. The Company had a working capital deficit of $988,373 and an accumulated deficit of $38,027,451 as of December 31, 2024. The Company has incurred significant losses since inception and will require additional funding from external sources to further implement its business development strategy. Currently, the Company has no firm commitments for such funding. These factors raise substantial doubt about the Companys ability to continue as a going concern for a period of one year from the date these consolidated financial statements are issued. The accompanying financial statements do not include any adjustments relating to the recoverability or classification of recorded assets or liabilities that may result from this uncertainty in the ability of the Company to continue as a going concern. 25 **Note 3 Asset Acquisition** On February 3, 2023 (Closing Date), the company acquired the assets and assumed the liabilities of Down 2 Fish Charters, LLC (D2F), a limited liability company organized under the laws of Florida, which operates a charter fishing business. On the Closing Date, the Company paid $50,000 in cash and issued a note for $700,000 for total consideration of $750,000. The Companys consolidated statements of operations from the Closing Date through December 31, 2023 indicate a net loss of $1,316,573. Assets acquired and liabilities assumed were recorded at their estimated fair values as of the Closing Date under the acquisition method of accounting. The estimated fair values of certain assets and liabilities including long-lived assets require judgment and assumptions. Adjustments may be made to these estimates during the measurement period and those adjustments could be material. Assets acquired and liabilities assumed are based on their fair values as of the Closing Date, with the excess of cost over fair value of $771,009. For the period ended December 31, 2023 the Company recorded an impairment loss of $771,009 on the excess amount. Assets acquired are as follows: **** | Schedule of assets acquired and liabilities assumed | | | | | | | Assets: | | | | | Cash and Cash Equivalents | | $ | 4,089 | | | | Trade and Other Receivables | | | 5,100 | | | | Marine Operating Equipment | | | 178,706 | | | | Commercial Fishing License | | | 26,000 | | | | Total Assets | | | 213,895 | | | | | | | | | | | Liabilities: | | | | | | | Accounts Payable | | | 4,910 | | | | Customer Deposits | | | 644 | | | | Notes Payable | | | 166,716 | | | | Related-Party Notes Payable | | | 62,634 | | | | Total Liabilities | | | 234,904 | | | | | | | | | | | Loss on Asset Acquisition: | | | | | | | Purchase Price | | | 750,000 | | | | Excess of Liabilities Assumed Over Assets Acquired | | | 21,009 | | | | Net Loss on Asset Acquisition | | $ | 771,009 | | | The Company did not incur any acquisition related costs during the period. Property and equipment acquired consisted primarily of offshore support vessels. The Company recorded property and equipment acquired at an estimated fair value of $178,706. The fair values of the offshore support vessels were estimated by applying a replacement cost approach. These assets will be tested for impairment upon the occurrence of a triggering event. The Company estimates the remaining useful lives for the vessels acquired are seven years, based on an original estimated useful life of ten years. The charter fishing license acquired is a perpetual federal fishing license, which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. 26 **Note 4 Property and Equipment** Property and equipment consist of the following: | Schedule of property and equipment | | | | | | | | | | | | | December 31, | | December 31, | | | | | 2024 | | 2023 | | | Marine Equipment | | $ | 181,675 | | | $ | 181,675 | | | | Furniture and Fixtures | | | 5,672 | | | | 5,672 | | | | Total Property and Equipment | | | 187,347 | | | | 187,347 | | | | Less: Accumulated Depreciation | | | (50,814 | ) | | | (23,969 | ) | | | Property and Equipment, Net | | $ | 136,533 | | | $ | 163,378 | | | Depreciation expense was $26,845 and $23,969 for the years ended December 31, 2024 and 2023. Depreciation expense is included in operating expenses on the Consolidated Statements of Operations. Marine equipment is subject to an operating lease agreement ending on December 31, 2025. See Note 6 for more information. **Note 5 Intangible Assets** The Company acquired a perpetual federal fishing license as part of the acquisition of Down2Fishs assets (see Note 3 for more information), which grants the Company access to fish in federally regulated waters off the coast of Florida. This asset is not amortized and is tested for impairment at least annually. As of December 31, 2024 and 2023, the Company determined no impairment of this asset had occurred. The Company maintains a website and capitalizes website development costs under ASC 350-50, Website Development Costs. In December 2023, the Company capitalized $10,000 of website development costs and then wrote off the capitalized asset as a $10,000 impairment loss in December 2023 because the website was discontinued and replaced with a new website placed in service in April 2024. The impairment loss was included in general and administrative expenses for the year ended December 31, 2023. 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. **Note 6 Leases (Company as Lessor)** The Company leases marine equipment to a related party in an operating lease arrangement. The lease commenced on January 1, 2023 and ends December 31, 2025. The agreement provides 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 be calculated and paid. The lessees right to use the marine equipment is limited to periods when the equipment is not in use by the Company. There is no option to purchase the equipment as part of the agreement, and the Company expects to recoup the full value of the equipment upon its eventual sale. The Company manages risk by requiring the lessee to indemnify the Company in the event of loss to property or persons. Lease income was $48,000 and $44,000 for the years ended December 31, 2024 and 2023. Lease income is included in revenue on the Consolidated Statements of Operations. Future lease payments expected to be received under this related-party lease are as follows: | Schedule of lease payments | | | | | | | | Year | | Amount | | | 2025 | | | $ | 52,000 | | | | Total | | | $ | 52,000 | | | 27 **Note 7 Notes Payable** Notes payable are as follows: **** | Schedule of notes payable | | | | | | | | | | | | | December 31, | | December 31, | | | | | 2024 | | 2023 | | | Note payable to a bank, interest at 6.75%, due in monthly installments of principal and interest, matures August 15, 2039, secured by a boat. | | $ | 119,452 | | | $ | 130,212 | | | | Note payable to a bank, interest at 7.49%, due in monthly installments of principal and interest, matures March 15, 2037, secured by a boat. | | | 7,832 | | | | 20,270 | | | | Note payable to seller (a related party), interest at 7.25%, due August 15, 2025, secured by membership interest in Down 2 Fish Charters, LLC. | | | 700,000 | | | | 700,000 | | | | Note payable to majority shareholder, interest at 5.00%, matures January 31, 2026, unsecured. | | | 300,000 | | | | | | | | Note payable to majority shareholder, bearing no interest, matures January 31, 2026, unsecured. | | | 50,000 | | | | | | | | Note payable to majority shareholder, bearing no interest, with various maturities, unsecured. | | | | | | | 112,000 | | | | Note payable to a related party, bearing no interest, matures December 31, 2025, unsecured. | | | 24,644 | | | | 33,144 | | | | 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, matures December 31, 2025, unsecured. | | | 26,000 | | | | 26,000 | | | | Total Notes Payable | | | 1,237,928 | | | | 1,031,626 | | | | Less: Current Portion of Notes Payable | | | (12,515 | ) | | | (79,438 | ) | | | Less: Current Portion of Related-Party Notes Payable | | | (760,644 | ) | | | (112,000 | ) | | | Notes Payable, Net of Current Portion | | $ | 464,769 | | | $ | 840,188 | | | 28 Principal maturities of notes payable are as follows: | Schedule of principal maturities of notes payable | | | | | | | | Year | | Amount | | | 2025 | | | $ | 773,159 | | | | 2026 | | | | 358,199 | | | | 2027 | | | | 7,120 | | | | 2028 | | | | 7,597 | | | | 2029 | | | | 8,145 | | | | Thereafter | | | | 83,708 | | | | Total | | | $ | 1,237,928 | | | **Note 8 Related-Party Transactions and Notes Payable to Stockholders** Effective September 1, 2022, the Company signed an employment agreement with its Chief Executive Officer at the time for $90,000 per year plus incentive stock options until year-end December 31, 2022, and thereafter for $120,000 per year over the term. In July, 2024 the Board of Directors terminated the CEOs employment for cause and then appointed a new CEO on July 17, 2024. The new CEOs compensation is $60,000 per year beginning in July of 2024. At September 30, 2024 and December 31, 2023, accrued payroll of $0 and $30,000 is included in related-party payables. During the year ended December 31, 2022, the Company issued 600,000 shares of common stock at a price of $0.067 with a fair value of $40,000 to settle $40,000 in accounts payable owed to a company controlled by the Companys Chief Executive Officer at the time. No gain or loss was recognized on the settlement, and no share-issuance costs were incurred. At December 31, 2024 and 2023, the Company included $1,400 and $1,200 in related-party payables for accrued fees owed to board members for services rendered. At December 31, 2024 and 2023, the Company owed $0 and $15,000 to a company controlled by a related party for website creation, website development, and web hosting services. These amounts are included in related-party payables. During the years ended December 31, 2024 and 2023, the Company recorded stock-based compensation of $158,655 and $249,952 for the grant of stock options to its Chief Executive Officer, board members, and other parties. See Note 10 for more information. During the years ended December 31, 2024 and 2023, the Company has repaid non-interest-bearing notes payable to related parties totaling $132,000 and $0 which were due at various dates between May 30, 2024 and January 15, 2025. The Company has an interest-bearing note payable to a related party for $300,000 with an original due date of February 22, 2025 which has been extended, by mutual agreement, to January 31, 2026. The Company has a non-interest-bearing note payable to a related party for $50,000 with an original due date of April 23, 2025 which has been extended, by mutual agreement, to January 31, 2026. On April 4, 2024, the Company paid the annual interest payment due to the seller of Down2Fish in connection with the note payable related to the purchase of Down2Fish. Subsequent to the end of the reporting period, the Company executed a series of amendments to promissory notes with various parties to modify the terms of the notes including extensions of their respective maturity dates (see Note 7 for more information). The terms of the amended agreement for one promissory note related to the purchase of Down2Fish, with a principal amount of $700,000, resulted in the issuance of 500,000 restricted shares of common stock to the seller of Down2Fish to hold as additional collateral for the fulfillment of the note. As a result of the share issuance, the seller became a related party to the Company, and certain other parties became related parties due to ownership attribution. The restated financial statements have been updated to reflect the reclassification of the relevant promissory notes from long-term notes payable to related-party notes payable, and corresponding adjustments were also made to the current portion of long-term notes payable and current portion of related-party notes payable to reflect the amended terms of the notes. 29 **Note 9 Common Stock** The Company is authorized to issue 500,000,000 shares of common stock. As of December 31, 2024, a total of 107,845,554 shares were issued and outstanding. As of December 31, 2023, 107,845,554 shares were issued, of which 107,839,299 shares were outstanding and 6,255 shares were classified as treasury stock. During the year ended December 31, 2022, the Company issued 4,800,000 shares of its restricted common stock at a price of $0.067 per share for total gross proceeds of $320,000. The Company incurred $32,237 in share issuance costs related to this transaction. During the year ended December 31, 2022, the Company issued 600,000 shares of common stock at a price of $0.067 with a fair value of $40,000 to settle accounts payable of $40,000 owed to a company controlled by the Companys Chief Executive Officer at the time. No gain or loss was recognized on the settlement, and no share-issuance costs were incurred. On April 19, 2023, the Company effected a 3-for-1 forward stock split for shareholders of record as of March 31, 2023. All share and per-share data have been retroactively adjusted to reflect the impact of the stock split in all periods presented. During the three months ended June 30, 2024, the Company issued 12,500,000 shares of restricted common stock at an approximate price of $0.008 per share as part of executing a consulting services agreement with its majority stockholder. The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, which requires that the cost of all equity-based compensation be reflected in the financial statements over the vesting period based on the estimated fair value of the awards. Before December 31, 2024, the Board of Directors exercised the claw-back provision included in the consulting services agreement for all 12,500,000 shares. Due to the exercise of the claw-back provision, the stock-based compensation expense associated with this award was fully reversed and no net expense was recorded for any period. The Company conducted an examination of its stock records and determined 6,255 shares previously reported as treasury stock were no longer held by the Company as of January 1, 2024. The Company concluded the shares were reissued in a prior period, and the impact is immaterial. The Company removed the 6,255 shares from treasury stock and made a corresponding adjustment to additional paid-in capital on January 1, 2024. The impact of this adjustment is immaterial, and it did not affect net loss or cash flows in any period presented. No other shares of common stock were issued during the years ended December 31, 2024 and 2023. **Note 10 Stock Options** The Company adopted the 2022 Stock Incentive Plan (the Plan) effective September 30, 2022. The Plan provides for awards of stock options and restricted stock to officers, directors, key employees, and consultants. Under the Plan option prices are set by the Compensation Committee and may not be less than the fair market value of the stock on the grant date. The Company accounts for stock-based compensation awards in accordance with the provisions of ASC 718, CompensationStock 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. 30 At December 31, 2024 the Company had 6,150,000 options outstanding and at December 31, 2023 the Company had 7,950,000 options outstanding with vesting periods ranging from 2 to 5 years and exercise prices of approximately $0.087 per share. During the three months ended September 30, 2024, a total of 1,800,000 optionsconsisting of 810,000 vested options and 990,000 unvested optionswere 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 three months ending September 30, 2024. Subsequent to the end of the reporting period, 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, the cumulative stock-based compensation expense was understated by $23,015. In accordance with ASC 250-10-45-23, the Company has corrected this error by recording an adjustment to retained earnings as of January 1, 2024. Total stock-based compensation was $158,655 and $249,952 for the years ended December 31, 2024 and 2023. The Company will recognize the remaining $152,844 as follows: | Schedule of remaining share-based compensation | | | | | | | | Year | | Amount | | | 2025 | | | $ | 148,329 | | | | 2026 | | | | 2,527 | | | | 2027 | | | | 1,988 | | | | Total | | | $ | 152,844 | | | **Note 11 Subsequent Events** The Company evaluated subsequent events through the date these financial statements were issued. On May 20, 2025, the Board of Directors of the Company appointed Andrew Morrison as a member of the board and as the Companys Chief Financial Officer and Treasurer. This appointment was made in connection with a review of certain previously issued financial statements, including an evaluation of the appropriateness of specific accounting policies and related disclosures. As a result of this evaluation, the Company has issued restated financial statements for the three months ended March 31, 2024, the three and six months ended June 30, 2024, and the three and nine months ended September 30, 2024. See Note 12 for more information. Subsequent to the end of the reporting period, the Company executed a series of amendments to promissory notes with various parties to modify the terms of the notes including extensions of their respective maturity dates. See Note 7 for more information on the amended maturity dates and Note 8 for more information on the impact of these modifications resulting in the issuance of stock and changes to the treatment of related-party notes payable. **Note 12 Restatement of Previously Issued Interim Financial Statements (Unaudited)** During the year ended December 31, 2024, the Company identified and corrected errors in its previously issued unaudited condensed financial statements for the quarters ended March 31, 2024, June 30, 2024, and September 30, 2024. These corrections were reflected in the Companys amended Forms 10-Q for the applicable periods, each of which was filed prior to the issuance of this Annual Report on Form 10-K. The errors primarily related to the capitalization of website development costs, accrual of professional fees, and accounting for stock-based compensation expense including the forfeiture of unvested stock options. The Company evaluated the materiality of the errors in accordance with the guidance in ASC 250, Accounting Changes and Error Corrections, and determined that the errors were material to the previously issued interim financial statements. Accordingly, the Company restated its financial statements for the affected periods. The corrections did not impact the audited consolidated financial statements for the year ended December 31, 2024. For a detailed discussion of the restatements, refer to the amended Forms 10-Q for the applicable periods as filed with the Securities and Exchange Commission. 31 **ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE** Arvana previously reported a change in its independent registered public accounting firm in a Form 8-K report pursuant to 13 or 15(d) of the Exchange Act on October 6, 2024.**** **** **ITEM 9A. CONTROLS AND PROCEDURES** **Evaluation of Disclosure Controls and Procedures** In connection with the preparation of this annual report, an evaluation was carried out by management, with the participation of our chief executive officer and chief financial officer, of the effectiveness of Arvanas disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act as of December31, 2024. Disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the Commissions rules and forms, and that such information is accumulated and communicated to management, including the chief executive officer and chief financial officer, to allow timely decisions regarding required disclosures. Based on that evaluation, management concluded that Arvanas disclosure controls and procedures were not effective as of December 31, 2024 in recording, processing, summarizing, and reporting information required to be disclosed, within the time periods specified in the Commissions rules and forms, due to material weaknesses in internal controls related to the application of certain accounting policies, including the capitalization of website development costs, accrual of professional fees, and accounting for stock-based compensation. To support the implementation of remedial actions and strengthen the Companys financial reporting process, the Board of Directors appointed Andrew E. Morrison as the new Chief Financial Officer on May 20, 2025. **Management's Annual Report on Internal Control over Financial Reporting** We maintain a system of internal controls over financial reporting designed 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 (GAAP). Management has assessed the effectiveness of these internal controls as of the end of the fiscal year covered by this report based on the criteria set forth in Internal Control Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, our chief executive officer identified the following material weakness in connection with his review of our financial statements as of December 31, 2024. As of December 31, 2024 Arvana relied on one individual who had sole responsibility for the preparation of financial reporting disclosure in his capacity as chief executive officer and acting chief financial officer. The Companys inaction to bifurcate the duties of each office is a material weakness that could impact financial reporting. Management has concluded, in light of this material weakness, that internal control over financial reporting was not effective as of the end of the fiscal year covered by this report. Management believes this material weakness affected our financial results in prior reporting periods, believes this weakness could result in a material misstatement of our financial statements in future periods that might not be prevented or detected in a timely manner. As a result, the Board of Directors appointed Andrew E. Morrison as the new Chief Financial Officer on May 20, 2025 to assist the chief executive officer in implementing the rest of Arvanas remediation plans to address the weaknesses identified in the Companys system of internal controls over financial reporting. 32 **Changes in Internal Control over Financial Reporting** There were no changes in the Companys internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) during the three months ended December 31, 2024, that materially affected, or are reasonably likely to materially affect, the Companys internal control over financial reporting. However, as disclosed above, subsequent to the end of the reporting period, the Company began implementing remedial measures to address the identified control deficiencies. These measures include: | | Hiring a new Chief Financial Officer to oversee the implementation of remedial actions; | | | | Enhancing internal review and approval processes for accounting estimates and journal entries; | | | | Improving documentation and evaluation of complex or judgmental accounting matters; | | | | Increasing oversight over third-party service providers involved in financial reporting; and | | | | Hiring additional accounting personnel to perform various accounting functions in order to achieve a proper segregation of duties and so that the new Chief Financial Officer can properly perform his oversight functions. | | Management will continue to monitor the effectiveness of these remediation efforts and will make further changes as necessary to ensure internal control over financial reporting is effective in future periods. **Attestation Report of the Registered Public Accounting Firm** Our annual report does not include an attestation report of Arvanas independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Commission that permit us to provide only managements report in this annual report. **ITEM 9B. OTHER INFORMATION** **Disclosure Regarding Rule 10b5-1 and non-Rule 10b5-1 Trading Arrangements** During the three months ended December 31, 2024, 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. **ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS** Not applicable. 33 **PART III** **ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE** **** **Officers and Directors** The following table sets forth the name, age and position of each director and executive officer of Arvana: | Name | Age | Position | | | James Kim | 53 | Chief Executive Officer | | | Andrew E. Morrison | 45 | Chief Financial Officer | | | Sir John Baring | 77 | Chairman of the Board of Directors | | **** **Background of Officers and Directors** James Kim was appointed CEO and to the board on July 17, 2024. Mr. Kim brings to his position 20 years of operational excellence and senior level management covering all aspects of a business from Operations, Sales, Technology and HR. He started his career during the dot com days working in a high growth startup and worked his way up to Director level before leaving to go to his next successful startup as a co-founder. His career has covered many areas, but most recently has been focused on consulting and advisory roles before landing as CEO at Arvana. Andrew E. Morrison was appointed CFO and to the board on May 20, 2025. Mr. Morrison has 20 years of experience working in public accounting. advising both private and publicly traded companies across a wide range of industries. His expertise includes financial reporting under U.S. GAAP, SEC compliance, complex technical accounting matters, and internal controls. Prior to joining Arvana, Mr. Morrison served in senior roles at regional and national accounting firms, where he led tax and advisory engagements for high-growth and emerging businesses. Sir John Baring serves as chairman of our Board and has previously served as our chief executive officer. He was appointed as a director on May 26, 2005, and as chairman of the Board on October 17, 2005. Sir John resigned as a director on July 24, 2021, and was reappointed as a director on November 15,2021. Sir John Baring brings more than 30 years of banking and investing experience to the Board. He has been involved with capital markets, private company investment and management for the breadth of that experience with a focus on emerging companies. Since June 2002, Sir John has acted as a managing and founding member of Mercator Management LLC, a leading fund management company. Sir John was educated at Eton College and holds a degree from the Royal Agricultural College University. **Insider Trading Policies and Procedures** As of the date of this filing, the Company has not adopted a formal insider trading policy or procedure applicable to directors, officers, employees, or the Company itself. The Company is a smaller reporting company with a limited number of employees and officers, and management believes that it can adequately monitor trading activity and compliance with applicable securities laws without a formal written policy. While the Company does not currently maintain a formal policy, all directors, officers, and employees are expected to comply with the requirements of federal securities laws, including restrictions on trading while in possession of material non-public information. The Company continues to evaluate its governance practices and may adopt a formal insider trading policy in the future as its operations grow or its circumstances change. 34 **Corporate Social Responsibility** We believe that social responsibility is essential for a healthy and equitable corporate culture; one that balances the interests of its various worldwide stakeholders, including employees, shareholders, and our potential partners and customers. We are committed to sound corporate citizenship in the way we manage our people, our business and our impact on society and the environment. Furthermore, we acknowledge our responsibility to ensure our products will be designed, developed, and supplied in an environmentally safe and sound manner. We believe that we obey and comply with all laws and regulations that apply to us in the communities where we do business. Further, we value our stockholders governance view and will solicit feedback from our stockholders relating to matters that are important to them, on environmental, social and governance topics. **Involvement in Certain Legal Proceedings** To the best of our knowledge, none of the following events occurred during the past ten years that are material to an evaluation of the ability or integrity of any of our executive officers, directors, or promoters: (1) A petition under the federal bankruptcy laws or any state insolvency law was filed by or against, or a receiver, fiscal agent or similar officer was appointed by a court for the business or property of such person, or any partnership in which he was a general partner at or within two years before the time of such filing, or any corporation or business association of which he was an executive officer at or within two years before the time of such filing; (2) Convicted in a criminal proceeding or is a named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses); (3) Subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining him from, or otherwise limiting, the following activities: (i)Acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, any other person regulated by the Commodity Futures Trading Commission, or an associated person of any of the foregoing, or as an investment adviser, underwriter, broker or dealer in securities, or as an affiliated person, director or employee of any investment company, bank, savings and loan association or insurance company, or engaging in or continuing any conduct or practice in connection with such activity; (ii)Engaging in any type of business practice; or (iii)Engaging in any activity in connection with the purchase or sale of any security or commodity or in connection with any violation of Federal or State securities laws or Federal commodities laws; (4) Subject of any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any such described activity; (5) Found by a court of competent jurisdiction in a civil action or by the Commission to have violated any federal or state securities law, and the judgment in such civil action or finding by the Commission has not been subsequently reversed, suspended, or vacated; 35 (6) Found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated; (7) Subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended, or vacated, relating to an alleged violation of: (i) Any federal or state securities or commodities law or regulation; or (ii) Any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal or prohibition order; (iii) Any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or (8) Subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Exchange Act (15 U.S. C 78c(a)(26)), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7U.S.C. 1(a)(29))), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. **Director Independence and Board Committees** We are not required under the Exchange Act to maintain any committees of our Board. Further, we are not currently subject to listing requirements of any national securities exchange or inter-dealer quotation system which have requirements that a majority of the board of directors be independent or maintain any committees of our Board and, as a result, we are not at this time required to have our Board comprised of a majority of independent directors or to have any committees. However, we do have two independent directors on our Board around which we formed a compensation committee to administer the 2022 Arvana Stock Incentive Plan and an audit committee. **** **Meetings of the Board** During its fiscal year ended December 31, 2024 the Board met on four occasions by telephonic means, and otherwise transacted Arvanas business by unanimous written consent. **** **Family Relationships** There are no family relationships by between or among the members of the Board or other executive officers of Arvana. **** **Indemnification** Our articles of incorporation and bylaws include provisions limiting the liability of directors and officers and indemnifying them under certain circumstances. We further intend to secure directors and officers liability insurance in the near term. Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended (Securities Act) may be permitted to directors, officers or persons controlling Arvana pursuant to Nevada law, we are informed that in the opinion of the Commission, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable. 36 **Audit Committee and Audit Committee Financial Expert** The Board has established an audit committee that is comprised of James Kim, Andrew E. Morrison, and Sir John Baring. Mr. Morrison, a Certified Public Accountant with 20 years of experience in public accounting, has been designated by the Board as the audit committee financial expert as defined by Item 407(d)(6)(ii) of Regulation S-K. While the Board benefits from Mr. Morrisons expertise, it also regularly engages qualified CPAs to advise on financial reporting matters, potential issues, and the evaluation of the Companys financial statements. The Board is actively seeking to expand its membership and add an additional director with strong financial expertise. The audit committee recommends independent accountants to audit its financial statements, discusses the scope and results of the audit with our independent accountants, considers the adequacy of internal accounting controls, considers audit procedures and reviews non-audit services performed by our independent accountants. The audit committee would also be called upon to oversee our cybersecurity framework in the event management identifies a cybersecurity threat. **** **Code of Ethics** We have adopted a Code of Ethics that applies to our directors, officers, and employees. A copy of our Code of Ethics is incorporated by reference, to the Form 10-KSB for the year ended December 31, 2006, filed as an exhibit thereto on April16, 2007. **** **Significant Employees** Our chief executive officer and chief financial officer are Arvanas only significant employees. **** **Term of Office** Our directors are appointed for one (1) year terms to hold office until the next annual stockholders meeting or until removed from the Board in accordance with Arvanas bylaws. Arvanas chief executive officer and chief financial officer retain their positions in accordance with their respective consulting agreements, subject to removal by the Board, or their resignation. **** **Board Leadership Structure and Role in Risk Oversight** Our chief executive officer and chief financial officer also serve as members of the Board. These two individuals are currently responsible for all oversight aspects of finance and accounting functions. Due to reliance on two individuals to fill multiple roles within the Company, we do not have a formal policy regarding the separation of duties related to accounting and finance functions. We are working on bifurcating the responsibilities of the chief executive officer and chief financial officer to help remediate this internal control weakness, and management is actively working on hiring additional personnel to perform various functions related to finance and accounting in order to achieve a proper segregation of duties and establish oversight functions. The Board has determined that the present leadership structure is appropriate for Arvana and its stockholders at this stage of the Companys development and while it continues to implement its business strategies. This structure promotes alignment between the Board and management and establishes a unified chain of command to support execution of strategic initiatives. The Board also believes that including the chief executive officer and chief financial officer as directors strengthens the connection between management and the Board to facilitate the regular and effective flow of information. 37 **Delinquent Section 16(a) Reports** Section 16(a) of the Exchange Act requires our executive officers and directors, and persons who beneficially own more than ten percent of our equity securities, to file reports of ownership and changes in ownership with the Securities and Exchange Commission. Officers, directors and greater than ten percent stockholders are required by Commission regulation to furnish us with copies of all Section 16(a) forms they file. Based on our review of the copies of such forms received by us, we believe that during the fiscal year ended December 31, 2023, all such applicable filing requirements were met. **ITEM 11. EXECUTIVE COMPENSATION** **Compensation Discussion and Analysis** The objective of our compensation program is to incentivize management for services rendered and to reward management on fulfilling corporate objectives. Arvana entered into a consulting agreement with its sole executive officer effective July 17, 2024, and he is compensated based on amounts invoiced as a related party for services rendered. The Board determined to transition from shell status in 2022, and Arvana exited shell status in the first quarter of 2023. We believe that our chief executive officers consulting agreement is adequate to compensate him for his service to Arvana, and is in line with compensatory packages typical of other smaller reporting companies. The Board also believes that our chief financial officers consulting agreement is adequate at this time to compensation him for his services to Arvana. Executive compensation paid or accrued to our prior chief executive officer for the periods ended December 31, 2024 and December 31, 2023 was $70,000 and $120,000 (including option awards), respectively. Executive compensation for our current chief executive officer for the year ended December 31, 2024 was $30,000. During the year ended December 31, 2024 the Company incurred directors fees of $800 (2023 - $1,600). The information provided below with respect to named executive officers, as defined by Commission regulations, includes compensation paid or accrued to our sole executive officer during the fiscal years ended December 31, 2024 and 2023. Arvana had no other executive officers, or non-executive officers or employees whose total compensation during the respective fiscal years presented exceeded $100,000. During the year ended December 31, 2024 Arvana paid $70,000 in wages to our former CEO and $120,000 in wages during the year ended December 31, 2023. **Long-Term Incentive Plans** Arvana does not have any long-term incentive plans, pension plans, or similar compensatory plans with its directors or named executive officer as of December 31, 2024. 38 **Outstanding Equity Awards** As of December 31, 2024 there were no outstanding equity awards held by our former named chief executive officer. All unexercised options were forfeited in August, 2024 under the terms of the 2022 stock option plan. **Change of Control Agreements** Arvana is not party to any change of control agreements with any of its directors or executive officers. **Employment Agreement** Service on the Board includes 150,000 non-qualified stock options that vest in equal increments over five (5) years. Stock options, whether incentive or non-qualified, when vested, have an exercise price of $0.087 per share for a period of six (6) years from the date of grant. 39 **2022 Stock Incentive Plan** The Board approved the Arvana Inc. 2022 Stock Incentive Plan on September 30, 2022, and thereafter granted certain incentive stock options to our named executive officer, and certain non-qualified stock options to Board members and consultants as of provided in the table below. | Plan Category | Number of securities issued upon exercise of outstanding options, warrants, and rights | Weighted-average exercise price of outstanding options, warrants, and rights | Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in column (a)) | | | | (a) | (b) | (c) | | | Equity compensation plans approved by security holders | 6,150,000 | $ 0.09 | 2,550,000 | | | Equity compensation plans not approved by stockholders | - | - | - | | | Total | 6,150,000 | $0.09 | 2,550,000 | | **Compensation Paid to Directors** Arvana compensates its independent directors for service on the Board. For the year ended December 31, 2024 the compensation paid or accrued for directors consisted of $800 in directors fees for Sir John Baring and $2,534 in stock-based compensation via options awarded to Sir John Baring. **Non-qualified Stock Options** Arvana granted 150,000 non-qualified options pursuant to the Incentive Plan to each non-executive member of the Board on October 15, 2022, for services to be rendered, that vest in equal increments over five (5) years. The non-qualified stock options, when vested, have an exercise price of $0.087 per share for a period of six (6) years from the date of grant. **** **Pension, Retirement or Similar Benefit Plans** Arvana has no current arrangements or plans in which it is obligated to provide pension, retirement or similar benefits for directors or executive officers. 40 **ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS** The following table sets forth certain information with respect to the beneficial ownership of our common stock as of April 15, 2025 by: | | each of our named executive officers; | | | | each of our directors; | | | | all of our current directors and executive officers as a group; and | | | | each person, or group of affiliated persons, who beneficially own more than 5% of our stock. | | The percentage of shares beneficially owned is computed based on 107,845,554 shares of common stock outstanding at July 15, 2025. Shares that a person has the right to acquire within 60 days thereof, are deemed outstanding for purposes of computing the percentage ownership of the person holding such rights but are not deemed outstanding for purposes of computing the percentage ownership of any other person, except with respect to the percentage ownership of all directors and executive officers as a group. | Title of Class | Name and Address of Beneficial Owner | Number of Shares of Common Stock | Percentage of Shares of Common Stock | | | Directors and Officers | | | | | | Common Stock | Sir John Baring, Director 299 S Main Street, 13th Floor Salt Lake City, UT 84111 | 43,875 | <1% | | | Common Stock | All Directors and Executive Officers as a Group | 43,875 | <1% | | | | | | | | | Common Stock | Bondock LLC (1)(2) 1057 Whitney Ranch Drive, Suite 350 Henderson, NV 89014 | 42,551,065 | 39.46% | | | Common Stock | Pinto Concepts, Inc. (2) 905-1631 Dickson Avenue, Kelowna British Columbia, Canada V1Y0B5 | 10,000,000 | 9.27% | | | Common Stock | Brian Lovig (2) 1057 Whitney Ranch Drive, Suite 350 Henderson, NV 89014 | 3,000,000 | 2.78% | | | Common Stock | Kerri Ann Hulet 1330 Calle Calma Henderson, NV 89012 | 6,000,000 | 5.56% | | | Common Stock | Landon Lovig 8618-77 Street NW, Edmonton Alberta, Canada T6C2L8 | 6,000,000 | 5.56% | | | Common Stock | Lane Lovig 768 Patterson Avenue, Kelowna British Columbia, Canada | 6,000,000 | 5.56% | | | Common Stock | Reagan Lovig 105-555 Wade Avenue East, Penticton British Columbia, Canada V2A1T3 | 6,000,000 | 5.56% | | | Total | | 79,594,940 | 73.8% | | (1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act. Pursuant to the rules of the Securities & Exchange Commission, shares of common stock which an individual or group has a right to acquire within 60 days pursuant to the exercise of any option, warrant or right, or through the conversion of a security, are deemed to be outstanding for the purpose of computing the percentage ownership of such individual or group, but are not deemed to be beneficially owned and outstanding for the purpose of computing the percentage ownership of any other person shown in the table. (2) Bondock LLC. and Pinto Concepts Inc. are under the beneficial ownership of Brian Lovig. 41 **ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE** **Certain Relationships and Related Transactions** None of our directors or executive officers, nor any proposed nominee for election as a director, nor any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and inlaws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction since the beginning of our last fiscal year or in any presently proposed transaction which, in either case, has or will materially affect us except as described below: | | Bondock LLC owned by a stockholder, Brian Lovig, holding shares carrying more than 5% of the voting rights attached to our outstanding shares, accepted two promissory notes from Arvana in the amount of $350,000 which was assigned in the current fiscal year and outstanding at December 31, 2024. | | **Director Independence** Our common stock is traded on the OTC Markets Pink Sheets electronic quotation platform, and it is not held to the corporate governance standards of listed companies. Listed companies require, in addition to other governance criteria, that a majority of a board of directors be independent. While Arvana is not subject to corporate governance standards relating to the independence of its directors, we define an independent director in accordance with NASDAQ Marketplace Rule 5605(a)(2)). Arvana has two independent directors on its Board under the NASDAQ Marketplace Rule. 42 **ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES** The following table sets forth information regarding the amounts billed to us by our independent auditor, Michael Gillespie, & Associates, PLLC, for our fiscal year ended December 31, 2024, and for our prior independent auditor, Assurance Dimensions for our fiscal year ended December 31, 2023. | | | Years ended December 31, | | | | | 2024 | | 2023 | | | Audit Fees: | | $ | 21,415 | | | $ | 25,000 | | | | Audit Related Fees: | | | | | | | 13,500 | | | | Tax Fees: | | | | | | | | | | | All Other Fees: | | | | | | | | | | | Total: | | $ | 21,415 | | | $ | 38,500 | | | **Audit Fees** Audit Fees are the aggregate fees billed by our independent auditors for the audit of our annual financial statements that are provided in connection with statutory and regulatory filings or engagements. **** **Audit-Related Fees** Audit-Related Fees are fees charged by our independent auditors for assurance and related services that are reasonably related to the performance of the audit or review of our financial statements and are not reported under Audit Fees. This category comprises fees billed for independent accountant review of our interim financial statements and management discussion and analysis, as well as advisory services associated with our financial reporting. **Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors** Our Audit Committee pre-approves all audit services to be provided to us by our independent auditors. Our Audit Committees policy regarding the pre-approval of non-audit services to be provided to us by our independent auditors is that all such services shall be pre-approved by the Audit Committee. Prior to the granting of any pre-approval, our Audit Committee must be satisfied that the performance of the services in question will not compromise the independence of the auditors. 43 **PART IV** **ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES** **** **(a) Financial Statements** The following documents are filed under Item 8. Financial Statements and Supplementary Data, pages F-1 through F-14, and are included as part of this Form 10-K: Financial Statements of Arvana for the years ended December 31, 2024 and 2023: | | Report of Independent Registered Public Accounting Firm | | | | Consolidated Balance Sheets | | | | Consolidated Statements of Operations | | | | Consolidated Statements of Stockholders Deficit | | | | Consolidated Statements of Cash Flows | | | | Notes to Consolidated Financial Statements | | **** **(b) Exhibits** The exhibits required to be attached by Item 601 of Regulation S-K are listed in the Index to Exhibits on page 31 of this annual Form 10-K and are incorporated herein by this reference. **** **(c) Financial Statement Schedules** We are not filing any financial statement schedules as part of this Form 10-K because such schedules are either not applicable or the required information is included in the financial statements or notes thereto.**** **** **ITEM 16. FORM 10-K SUMMARY** None. 44 **SIGNATURES** Pursuant to the requirements of Section 13 or 15(d) 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: July 15, 2025** **By: /s/ James Kim** James Kim Chief Executive Officer Pursuant to the requirements of Section 13 or 15(d) 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: July 15, 2025** **By: /s/ Andrew E. Morrison** Andrew E. Morrison Chief Financial Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated. **Date: July 15, 2025** **By: /s/ John Baring** Sir John Baring Chairman of the Board 45 **INDEX TO EXHIBITS** | S-K Number | Description | | | 2.1 | Business Purchase Agreement filed with the Commission as an exhibit to Form 8-K on November 16, 2022. | | | 3.1 | Articles of Incorporation filed with the Commission as an exhibit to Form 10-SB on May 24, 2000. | | | 3.1.1 | Amended and Restated Articles of Incorporation filed with the Commission as an exhibit to Form 8-K on October 12, 2010 | | | 3.1.2 | Amended and Restated Articles of Incorporation filed with the Commission as an exhibit to Schedule 14C on February 2, 2021. | | | 3.2 | Amended and Restated Bylaws filed with the Commission as exhibit to Form 10-SB on May 24, 2000. | | | 10.1 | Debt Settlement Agreement and Release with Zahir Dhanani filed with the Commission as an exhibit to Form 8-K on July 29, 2021. | | | 10.2 | Debt Settlement Agreement and Release with CaiE Foods Partnership Ltd. filed with the Commission as an exhibit on Form 8-K dated July 29, 2021. | | | 10.3 | Debt Settlement Agreement and Release with Valor Invest Ltd. filed with the Commission as an exhibit to Form 8-K dated July 29, 2021 | | | 10.5 | Debt Forgiveness Agreement with Zahir Dhanani filed with the Commission as an exhibit to Form 8-K on July 29, 2021. | | | 10.6 | Debt Forgiveness Agreement with Topkapi International Investment Corp. filed with the Commission as an exhibit to Form 8-K on July 29, 2021. | | | 10.7 | Arvana 2022 Stock Incentive Plan dated September 30, 2022, filed with the Commission as an exhibit to Form 10-Q on November 22, 2022. | | | 10.8 | Employment Agreement dated September 1, 2022, filed with the Commission as an exhibit on Form 10Q on November 22, 2022. | | | 10.9 | Business Purchase Agreement dated November 16, 2022, filed with the Commission as an exhibit on Form 10-Q on November 22, 2022. | | | 21 | Subsidiaries filed with the Commission on Form 8-K on February 3, 2023. | | | 31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange Act filed with the Commission as an exhibit to this Form 10-K. | | | 31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange Act filed with the Commission as an exhibit to this Form 10-Q. | | | 32.1 | Certification of Chief Executive Officer and Chief Financial Officer pursuant to Rule 13a-14(d) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 filed with the Commission as an exhibit to this Form 10-K. | | | 99.1 | Audited financial statements of Down 2 Fish Charters LLC as of and for the fiscal years ended December 31, 2021, and 2020 filed with the Commission on February 3, 2023. | | | 99.2 | Unaudited financial statements of Down 2 Fish Charters LLC as of and for the three and nine-month periods ended September 30, 2022, and 2021 filed with the Commission on February 3, 2023. | | | 99.3 | Unaudited Pro Forma Combined Financial Statements as of and for the fiscal year ended December 31, 2021, and September 30, 2022, filed with the Commission on February 3, 2023. | | | 1 | Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed furnished and not filed or part of a registration statement or prospectus for purposes of Section 11 or 12 of the Securities Act of 1933 or deemed furnished and not filed for purposes of Section 18 of the Securities and Exchange Act of 1934, and otherwise is not subject to liability under these sections. | | | | | | | | | | | | | | | | | | 46