Quarterly Report for Quarter Ending MARCH 31, 2025 (Form 10-Q)

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

As used herein the terms "Arvana," "we," "our," and "us" refer to Arvana Inc., its subsidiary, and its predecessor, unless context indicates otherwise. Any distinct references to Down2Fish or D2F refer to Down 2 Fish Charters, LLC, a wholly owned subsidiary of Arvana.

FORWARD LOOKING STATEMENTS

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

Forward-looking statements are based on assumptions and analyses made by management in light of our experience, historical trends, current conditions, and expected future developments, among other factors we believe are appropriate under the circumstances. Actual results may differ materially from those anticipated. We disclaim any obligation to publicly update forward-looking statements or disclose any differences between actual results and those reflected in such statements. Given these uncertainties, readers are cautioned not to place undue reliance on forward-looking statements.

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

Arvana

Arvana was incorporated in the State of Nevada on June 16, 1977, as Turinco, Inc. to engage in any legal undertaking. On July 24, 2006, Arvana changed its name from Turinco, Inc. to Arvana Inc. on the acquisition of Arvana Networks, Inc., a telecommunications business. The Company discontinued efforts related to that business as of December 31, 2009.

Arvana acquired Down 2 Fish Charters, LLC on February 3, 2023. Down2Fish was organized under the laws of the State of Florida on April 1, 2019. Down2Fish operates a Florida based fishing charter business that offers a range of curated maritime adventures including inshore, offshore, and custom charters for fishing enthusiasts, nature lovers, and tourists. The business is operated from a private dock in Palmetto, Florida that services the Tampa Bay area. Down2Fish generates its revenue from the sale and provision of fishing charter services to the general public as well as an operating lease of its equipment to a related party.

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

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

The Company is traded on the OTC Markets Group, Inc.'s Pink Sheets Current Information market platform under the symbol "AVNI."

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

Plan of Operation

The Company's plan of operation is to support the development of its business, and to build on its existing business model. The Company believes an expansion of marketing efforts around Tampa Bay to offer a wider range of services, such as dolphin tours, will help establish the Down2Fish brand, attract more customers and increase revenues. Expansion into new service offerings will however require capital sufficient to finance the purchase of another vessel and additional boating equipment. The Company believes dolphin tours can return net revenue on a consistent basis if Down2Fish is able to attract sufficient customers to each excursion. Down2Fish is currently licensed and equipped to carry no more than six customers on each fishing charter. A vessel designed primarily for dolphin tours can carry from fifty to one hundred customers. The Company's primary impediment for equipment procurement and installation is cost. The Company is presently considering financing options that might become available in the near term, but it has no assurance that financing options will become available or that the financing terms would be tenable for the Company's business. Unless or until the Company can offer excursions catering to a greater number of customers on each excursion, the Company will continue to focus on offering more fishing charter excursions to build revenue and improve the results of operations.

Results of Operations

During the three months ended March 31, 2025, the Company did not obtain any new financing. The charter fishing business was able to generate sufficient revenue to sustain operations for the period. Management continues to evaluate and pursue other business opportunities including real estate ventures.

The Company's results of operations for the three months ended March 31, 2025, as compared to the three months ended March 31, 2024, were as follows:

		Three Months Ended
		March 31,
		2025				2024
		(Unaudited)				(Unaudited)
Total Revenue		$	22,598			$	12,000
Cost of Services			7,023				4,621
Gross Profit			15,575				7,379
Operating Expenses			79,191				113,894
Operating Loss			(63,616	)			(106,515	)
Other Income and Expenses			(15,494	)			(17,199	)
Net Loss		$	(79,110	)		$	(123,714	)

Revenue

Total revenue from operations was $22,598 for the three months ended March 31, 2025, compared to $12,000 for the three months ended March 31, 2024, an increase of 88.3%. Revenue was comprised of fishing charter services and lease revenue from the part-time lease of the Company's marine equipment. The Company expects charter revenue to rise in the second and third quarters during the peak fishing season, and then taper off in the fourth quarter as the fishing season comes to an end.

Cost of Services

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

Operating Expenses

Operating expenses were $79,191 for the three months ended March 31, 2025, compared to $113,894 for the three months ended March 31, 2024, a decrease of 30.5%. The changes in operating expenses over the comparative periods were attributed to reductions in general and administrative expenses including stock-based compensation and executive payroll, offset by increases in consulting fees, accounting fees, and auditing expenses. The Company expects operating expenses to increase in future periods as management's business development strategies are implemented while accounting and auditing professional fees are expected to increase over the next year.

Other Income and Expense

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

Net Loss

Net loss was $79,111 for the three months ended March 31, 2025, compared to $123,714 for the three months ended March 31, 2024, a decrease of 36.1%. The reduction in net loss over the comparative periods was primarily attributed to an increase in fishing charter revenue and a decrease in operating expenses including costs associated with executive compensation and stock-based compensation as management streamlines the Company's operations. The Company expects to continue to realize net losses from operations over the next twelve months as management works to implement its business model.

Capital Expenditures

The Company spent $6,676 on capital expenditures during the three months ended March 31, 2025 to purchase marine equipment for fishing charters. The Company did not make any capital expenditures during the three months ended March 31, and 2024.

Liquidity and Capital Resources

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

The Company had current assets of $27,582 as of March 31, 2025, consisting of cash and a bond, compared to $18,393 as of December 31, 2024, with a similar asset composition. Total assets were $209,841 as of March 31, 2025, including current assets, property and equipment, and intangible assets, compared to $202,176 as of December 31, 2024, with a similar asset composition.

The Company had current liabilities of $1,383,532 as of March 31, 2025 consisting of accounts payable, deferred revenue, related-party payables, and the current portion of long-term debt, compared to current liabilities of $988,373 as of December 31, 2024, with a similar composition. Total liabilities were $1,491,111 as of March 31, 2025, consisting of current liabilities and notes payable, compared to $1,453,142 as of December 31, 2024, with a similar composition. The increase in current liabilities in the three months ended March 31, 2025 was attributed primarily to the transition of related party notes payable from long-term debt to current liabilities in anticipation of upcoming maturity dates.

The Company had a working capital deficit of $1,355,950 as of March 31, 2025, compared to $20,333 as of December 31, 2024. The increase in this deficit was primarily attributed to the transition of long-term debt to current liabilities as maturity dates approach for notes payable.

Total stockholders' deficit was $1,285,270 as of March 31, 2025, compared to $1,250,966 as of December 31, 2024. The stockholders' deficit has continued to increase as the Company incurs professional fees and other expenses related to developing management's business plans.

Cash Flows from Operating Activities

Net cash provided by operating activities was $16,454 for the three months ended March 31, 2025, compared to net cash used in operating activities of $67,619 for the three months ended March 31, 2024. Non-cash items impacting net cash from operating activities included depreciation and amortization as well as stock-based compensation. In addition, changes in balance sheet accounts-such as current assets, accounts payable, deferred revenue, and related-party payables-also affected operating cash flow. The Company expects to have use cash flow in operating activities over the next twelve months or until such time as Down2Fish generates sufficient revenue from operations to sustain the costs of operations.

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

Cash Flows from Investing Activities

Net cash used in investing activities was $6,676 for the three months ended March 31, 2025, compared to $0 for the three months ended March 31, 2024. The Company anticipates future use of cash in investing activities due to expected investment in the expansion of its fishing charter business. However, as of March 31, 2025, the Company had no formal commitments for capital expenditures.

Cash Flows from Financing Activities

Net cash used in financing activities was $4,589 for the three months ended March 31, 2025, compared to net cash provided by financing activities of $179,341 for the three months ended March 31, 2024. Net cash used in financing activities in the three months ended March 31, 2025 was primarily due repayments of notes payable related to the fishing charter boats. Net cash provided by financing activities for the three months ended March 31, 2024 was attributed to funds received from related-party notes payable, partially offset by repayments of existing notes payable and other related-party obligations. The Company plans to receive net cash provided by financing activities over the next twelve months through additional private equity placements, public offerings, or private debt to fund continued expansion of its business.

The Company's assets were insufficient as of March 31, 2025 to implement its plan of operation to expand its business operations. Management anticipates conducting additional private equity offerings to meet the Company's objectives, and may seek additional loans in the short term to sustain operations. Management is confident the Company's efforts to realize additional funding will be successful. As of March 31, 2025, the Company had no lines of credit or other bank financing arrangements, and it does not anticipate paying cash dividends in the foreseeable future.

Off-Balance Sheet Arrangements

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

Critical Accounting Policies

The preparation of financial statements in accordance with U.S. GAAP requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of net revenues and expenses in the reporting period. Management bases its estimates and assumptions on current facts, historical experience, and various other factors it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. Management continually reviews these estimates and underlying assumptions to ensure they are appropriate for the circumstances. Accounting assumptions and estimates are inherently uncertain and actual results may differ materially from management's estimates.

A summary of the Company's critical accounting policies is provided in Note 1 to the audited financial statements for the years ended December 31, 2024 and 2023, which are included in the Company's most recent Form 10-K. In the notes management discusses accounting policies that are significant in determining the Company's results of operations and financial position.