ARVANA INC Management’s Discussion and Analysis of Financial Condition and Results of Operations. (form 10-Q)

FORWARD LOOKING STATEMENTS


This Management's Discussion and Analysis of Financial Condition and Results of
Operations and other parts of this quarterly 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. All information presented
herein is based on the three and nine months ended September 30, 2022, and
September 30, 2021.

                                    Overview

The Company was incorporated in the State of Nevada on June 16, 1977, as
"Turinco, Inc." On July 24, 2006, the Company's changed its name to Arvana Inc.
on closing the acquisition of Arvana Networks, Inc., a telecommunications
business. We discontinued efforts related to that business as of December 31,
2009. On November 15, 2022, the Company entered into a business purchase
agreement to acquire a fishing charter business. The Company's present
activities are focused on the completion of the intended acquisition of a
fishing charter business, and the continuation of its search to identify,
evaluate and secure additional business opportunities sufficient to increase
stockholder value.

Our office is located at 299 Main Street, 13th Floor, Salt Lake City, Utah
84111, and our telephone number is (801) 232-7395. AA Registered Agents, 4869
Nightwood Court, Las Vegas, Nevada 89149, is our registered agent in the State
of Nevada. The Company is registered with the Commission and traded on the OTC
Markets Group, Inc.'s Pink Sheets Current Information over the counter market
platform under the symbol "AVNI."

The Company is a shell company as that term is defined in Rule 12b-2 of the
Exchange Act.


                                    Company

On November 16, 2022, the Company entered into a business purchase agreement
with LCF Salons, LLC to acquire its wholly owned subsidiary Down 2 Fish
Charters, LLC. ("Down2Fish") in a cash transaction that includes a $50,000
payment on closing and a two-year secured promissory note for $700,000.
Down2Fish operates a licensed fishing charter business that offers a range of
curated maritime adventures. Down2Fish offers inshore, offshore, and custom
charters for fishing enthusiasts, nature lovers, snorkeling devotees, and dive
masters wrapped in fun filled getaways. Customers can be individuals, families,
parties, and companies. Down2Fish operates from a private dock located in
Palmetto, Florida that services the Tampa area including St Petersburg, Venice,
Sarasota, and Clearwater. The business is managed by a St Petersburg, Florida
native who literally grew up on the water as a deckhand on flat bottomed shrimp
boats and Jon boats. Down2Fish generates most of its revenue from the sale and
provision of charter boat services to a wide range of customers with a very
limited generation of revenue from the sale of fishing related products or
tools. The parties intend to close the transaction in January of 2023 subject to
the completion of due diligence and the provision of audited financial
statements.

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The Company remains interested in forming an energy brokerage division to match
sellers in the Middle East and Africa, with purchase orders and letters of
credit with buyers in Asia to facilitate the procurement, payment, and delivery
of crude oil. Our representatives travelled in September to establish business
contacts, identify key government agencies, and to formulate strategies to
identify opportunities in the energy sector. Further, our representatives were
also tasked to evaluate prospects in other natural resources that might be
available to us. Discussions with representatives in Dubai, United Arab Emirates
and Juba, South Sudan focused on the delivery of oil to China. Negotiations
intended to secure delivery contracts are ongoing as the Company works to agree
on delivery and brokerage fees. The Company's representatives were also
introduced to other resource-based opportunities that included prospects within
the mineral and forestry industries. No contracts have been agreed.

The Company continues to identify real estate opportunities for purchase,
including vacant shopping malls, big box stores and otherwise underused
commercial real estate at a fraction of replacement cost. The intention being to
remediate such properties for specific targeted industries that offer goods or
services not otherwise available online. Our interest in real estate includes
development opportunities in this sector though we have no commitments in this
sector to date.

                               Plan of Operation

Our present activities are focused on realizing the Company’s business
development strategy and closing the acquisition of Down2Fish.


                             Results of Operations

During the three and nine-months ended September 30, 2022, the Company underwent
a change in control, initiated a private placement, determined a business
development strategy and entered into a definitive agreement to acquire a
licensed fishing charter business.

Operations for the three and nine-months ended September 30, 2022, and 2021, are
summarized in the following table.


                                     Three months
                                        ended             Three months           Nine months
                                    September 30,             ended            ended September      Nine months ended
                                         2022          September 30, 2021          30, 2022        September 30, 2021
Operating Expenses
 General and administrative         $    41,989       $             4,740      $      58,845       $        11,854
 Professional fees                        5,182                    42,798             12,744                64,005
Loss from Operations                    (47,172 )                 (47,538 )          (71,589 )             (75,859 )
 Interest expense                            -                         -                (587 )             (19,122 )
 Foreign exchange gain                       -                        250                 -                  6,709
 Other income                                -                         -              15,000               458,833
 Loss on debt settlements                    -                (12,460,079 )               -            (12,460,079 )
Net (loss) for the period           $   (47,171 )     $       (12,507,367 )    $     (57,175 ))    $   (12,013,659 )


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Net Losses

Net loss for the three months ended September 30, 2022, was $47,171 as compared
to a net loss $12,507,367 for the three months ended September 30, 2021. Net
loss for the nine months ended September 30, 2022, was $57,175 compared to a net
loss of $12,013,659 for the nine months ended September 30, 2021. The deceases
in net losses over the comparative three and nine-month periods ended September
30, 2022, and September 30, 2021, can be primarily attributed to the losses on
debt settlements concluded in the third quarter of 2021, and increases in
general and administrative expenses, offset by decreases in professional fees.
The increase in general and administrative expenses in the three and nine-month
periods ended September 30, 2022, is due to share issuance costs associated with
the conduct of the private placement while the decrease in professional fees is
due to the resolution of professional services rendered in connection with debt
settlements in the three and nine-month periods ended September 30, 2021.

We did not generate revenue from operations during this period and expect to
continue to incur losses until such time as our business development strategy is
implemented.

Capital Expenditures

The Company expended no amounts on capital expenditures for the three and
nine-month periods ended September 30, 2022.


                        Liquidity and Capital Resources

Since inception, we have experienced significant changes in liquidity, capital
resources, and stockholders’ deficiency.

The Company had assets of $214,014 in cash as of September 30, 2022, and a
working capital surplus of $169,240 as compared to assets of $3,340 in cash as
of December 31, 2021, and a working capital deficit of $101,585. Net
stockholders' equity was $169,240 as of September 30, 2022, as compared to a net
stockholder's deficit of $101,585 as of December 31, 2021.

Cash Used in Operating Activities

Net cash flow used in operating activities for the nine-month period ended
September 30, 2022, was $61,826 as compared to net cash flow used in operating
activities of $21,300 for the nine-month period ended September 30, 2021. Net
cash used in operating activities can be attributed to book expense items that
do not affect the total amount relative to actual cash used, such as unrealized
foreign exchange loss, interest expense and other income. Balance sheet accounts
that affect cash but are not income statement related items that are added or
deducted to arrive at net cash used in operating activities, include accounts
payable, accrued liabilities and amounts due to related parties.

We expect to continue to use net cash flow in operating activities over the next
twelve months or until such time as the Company generates sufficient income to
offset the cost of operating activities.

Cash Used in Investing Activities

Net cash used in investing activities for the nine-month periods ended September
30, 2022
, and September 30, 2021, was $nil.

We do not expect to use net cash in investing activities until such time as our
business development strategy is implemented.

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Cash Flows from Financing Activities


Net cash provided by financing activities for the nine-month period ended
September 30, 2022, was $272,500 as compared to net cash provided by financing
activities of $16,325 for the nine-month period ended September 30, 2021. Net
cash provided by financing activities in the nine-month period ended September
30, 2022, is attributed to private placement proceeds offset by the repayment of
amounts due to stockholders, and stock issuance costs. Net cash provided by
financing activities in the nine-month period ended September 30, 2021,
consisted of proceeds from stockholder loans.

We expect to continue to rely on net cash provided by financing activities in
future periods to support operations and implement our business development
strategy.


The Company's assets are sufficient as of September 30, 2022, to close on the
transaction to acquire Down2Fish and otherwise conduct its plan of operation.
However, management believes that the Company will need an additional round of
financing within the next twelve months to sustain operations and implement its
business development strategy. We anticipate conducting another private equity
offering to meet our objectives and will look to third parties to secure
financing. Management is confident that its efforts to realize additional
funding will be successful and looks forward to taking its first steps to build
the Company's business.

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

The Company had no lines of credit or other bank financing arrangements as of
September 30, 2022.

The Company had no commitments for future capital expenditures as of September
30, 2022
.

The Company has no defined benefit plan or contractual commitment with any of
its officers or directors except the Arvana 2022 Stock Incentive Plan, pursuant
to which its directors were granted stock options subsequent to period end, and
an employment agreement with its chief executive officer dated September 1,
2022.

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

The Company has no current plans to make any changes in the number of employees.

Off-Balance Sheet Arrangements


As of September 30, 2022, we have no significant off-balance sheet arrangements
that have or are reasonably likely to have a current or future effect on our
financial condition, changes in financial condition, revenues or expenses,
results of operations, liquidity, capital expenditures, or capital resources
that are material to stockholders.

Critical Accounting Policies

In Note 2 to the audited financial statements for the years ended December 31,
2021, and 2020, included in our Form 10-K, the Company discusses those
accounting policies that are considered to be significant in determining the
results of operations and its financial position. The Company believes that
accounting principles utilized by it conform to accounting principles generally
accepted in the United States.

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The preparation of financial statements requires Company management to make
significant estimates and judgments that affect the reported amounts of assets,
liabilities, revenues, and expenses. By their nature, these judgments are
subject to an inherent degree of uncertainty. On an on-going basis, the Company
evaluates estimates. The Company bases its estimates on historical experience
and other facts and circumstances that are believed to be reasonable, and the
results form the basis for making judgments about the carrying value of assets
and liabilities. The actual results may differ from these estimates under
different assumptions or conditions.

Going Concern

Management has expressed an opinion as to the Company's ability to continue as a
going concern despite an accumulated deficit of $36,146,147 and negative cash
flows from operating activities as of September 30, 2022. The aggregation of
these factors raises substantial doubt about the Company's ability to continue
as a going concern. Management's plan to address the Company's ability to
continue as a going concern includes obtaining funding from the private
placement of equity and building value through its business development
strategy. Management believes that the Company will remain a going concern
through implementing its plan, though it can provide no assurances that such
plan will prove successful.

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