Item 1.01 Entry into a Material Definitive Agreement.

On November 16, 2022, the Company's board of directors ("Board") unanimously approved the terms and conditions of a Business Purchase Agreement ("Agreement") with LCF Salons, LLC to acquire the sole outstanding membership interest in Down2Fish. The execution of the Agreement was previously reported through the Securities and Exchange Commission ("Commission") on Form 8-K.

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 Greater 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.

We are continuing the business operations of Down2Fish on a consolidated basis.

Item 2.01 Completion of Acquisition or Disposition of Assets.

Agreement

On February 3, 2023, the parties identified in Item 1.01, on the unanimous approval of the Board, consummated the Agreement whereby Down2Fish became a wholly owned subsidiary of Arvana. We acquired Down2Fish in exchange for fifty thousand dollars ($50,000) on closing, and a promissory 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 (7¼ %) per annum. Interest on the initial twelve (12) months of the promissory note is payable on the 12-month anniversary of the promissory note. The Agreement contains representations, warranties, and covenants customary in scope for a transaction of this nature which includes the satisfactory completion of due diligence, the grant of a security interest in Down2Fish, and the delivery of audited and interim financial statements in accordance with U.S. Generally Accepted Accounting Principles ("GAAP").



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                              FORM 10 INFORMATION

Item 2.01(f) of Form 8-K provides that if the registrant was a "shell company" (as such term is defined in Rule 12b-2 under the Exchange Act), as was the Company immediately prior to the purchase of Down2Fish, the registrant must disclose the information that would be required if the registrant were filing a general form for registration of securities on Form 10. Subsequent to the purchase of Down2Fish, and as discussed below in Item 5.06 of this Current Report on Form 8-K ("Report"), Arvana is no longer a shell company.

We provide the information below that would be included in a Form 10 registration statement if Arvana were to file a Form 10 with the Commission. Please note that the information provided below is indicative of the Company after the purchase of Down2Fish, unless otherwise specifically indicated or the context otherwise requires.

This Report includes the following Items:

Item 1.01 Entry into a Material Definitive Agreement

Item 2.01 Completion of Acquisition or Disposition of Assets

Item 9.01 Financial Statements and Exhibits



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                           Forward-Looking Statements

This Report includes statements that express our opinions, expectations, beliefs, plans, objectives, assumptions or projections regarding future events or future results and therefore are, or may be deemed to be, "forward-looking statements." Forward-looking statements can generally be identified by the use of forward-looking terminology, including the terms "believes," "estimates," "anticipates," "expects," "seeks," "projects," "intends," "plans," "may" or "should" or, in each case, their negative or other variations or comparable terminology and are not historical facts. Within this Report, forward-looking statements appear in several places (including in information that is incorporated by reference). Forward- looking statements include beliefs or expectations concerning Down2Fish, its results of operations, financial condition, liquidity, prospects, business strategies, and the market for fishing charter services.

We have based forward-looking statements on market conditions, management expectations, and forecasts of future events, all of which are subject to numerous factors, including:

• market conditions and economic factors, including the ongoing COVID-19

pandemic, and the potential for future restrictions on the manner in which

businesses remain in operation;




•  capital to expand marketing, sales, brand recognition, and customer loyalty;


•  public quotation;


•  retention or recruitment, or reorganization with respect to officers, key

employees or directors;




•  an effective system of internal control over financial reporting;


•  market share in existing markets or new markets;


•  capital requirements, and the ability to secure financing on reasonable terms,

or at all;

• the expansion of our fishing charter business to include new charter service

offerings;




•  competition with e-commerce sites;


•  attraction and retention of customers in a cost-effective manner;


•  adaptation to changes in customer spending patterns, preferences, local,

regional and national economic conditions, crime, weather, and demographic

trends;




•  management of the availability of qualified charter crews;


•  competition from local companies in the fishing charter business;


•  compliance with pertinent laws and regulations;


•  future achievement of net income;


•  other factors detailed under the section titled "Risk Factors" beginning on

   page 11 of this Report.

The foregoing list of factors is not exhaustive. You should carefully consider the foregoing factors in addition to the risks and uncertainties described in the "Risk Factors" section of this Report, along with the other documents filed by us with the Commission. The forward-looking statements contained in this Report, including any document incorporated by reference herein, are based on current expectations concerning future developments and their potential effects on the Company. We can provide no assurance that future developments affecting Arvana will be those anticipated here and undertake no obligation to update or revise forward-looking statements, as a result of new information, future events or otherwise, except as may be otherwise required under applicable securities laws.



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                            DESCRIPTION OF Business

                          [[Image Removed: Down2Fish]]

Overview

We operate a fishing charter business that offers inshore, offshore, and custom charters to fishing enthusiasts. Down2Fish specializes in personal fishing adventures, special occasions, and corporate retreats. Most of our revenue is generated from the sale and provision of fishing charter services. Our business goal is to become one of Florida's leading fishing charter companies. We believe that Down2Fish is well placed to compete with local fishing charter rivals and that our objective is achievable over the long-term.

Our business operates from a privately leased dock in Palmetto, Florida that primarily services the Tampa Bay area. Down2Fish is managed by Captain Richard Surber, a St Petersburg, Florida native who grew up on the water as a deckhand on flat bottomed shrimp and Jon boats. Under Captain Surber's management our boat crews are selected from a limited pool of hardworking, creative, and highly experienced individuals that hail from in and around the Tampa area. Our boat crews must complete required trainings and be good communicators given the personable nature of fishing charters. We are dedicated to the mantra that our customers' best interests always come first. Everything we do is guided by our values and commitment to professional ethics. We hold ourselves accountable for the experience of every customer and act accordingly.

History

Down2Fish was organized under the laws of the State of Florida on April 1, 2019, and shortly thereafter began to offer fishing charter services in the Tampa Bay area. We purchased Down2Fish from its former owner on February 3, 2023, and operate the business as a wholly owned subsidiary.

Down2Fish has a relatively brief operating history that has generated limited revenue since inception. The business is consequently running an operating deficit. Down2Fish's ability to continue as a going concern is contingent upon its ability to increase revenue, improve operating efficiencies and raise additional capital. Net losses for the nine- months ended September 30, 2022, were $66,726, as compared to net losses of $57,401 for the nine-months ended September 30, 2021. Net losses for the twelve months ended December 31, 2021, were $77,991 as compared to $85,243 for the twelve months ended December 31, 2020. Down2Fish has funded operations to date from revenue, loans and capital contributions provided by its founders.

Services

Down2Fish was established with the aim of becoming a premier provider of seaborne adventures in the fishing charter industry. Our services are listed as follows:



•  inshore/coastal fishing boat charter services;


•  offshore fishing boat charter services.


•  sight-seeing fishing boat charter services; and


•  custom fishing boat chart services.


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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.

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 extremely popular with families and groups.

We are also exploring possibilities for whale watching tours. North Atlantic right whales can be spotted from November to April in waters off the Florida Gulf coast. Right whale spotting in Florida is a rarity, even though the area is their only known destination for calving. We unaware of any fishing charter companies in Florida that offer whale watching tours so this service could quickly help us distinguish our 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.

A research report published by IBISWorld shows that over a five-year period to 2018, the fishing charter industry in the United States experienced moderate growth. Industry revenue increased at an annualized rate of 2.9% to a sum of $371.1 million, including a 2.4 % rise in 2018 alone. The number of businesses grew by 0.08%, and the number of employees engaged in the industry grew by 1.5% in this period, which translated to 3,107 charter boat businesses and 5,143 employees respectively. The fishing charter industry recovered from a sharp decline that began with the 2008 recession and bottomed out in 2009. Falling per capita disposable income and poor national economic performance during the recession forced consumers and businesses to reduce recreational services such as fishing charters. However, by 2018, the fishing charter industry had recovered from early post recessionary bumps due to a rise in consumer sentiment and per capita disposable income.



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Growth in the fishing charter industry peaked in 2019 before stalling and reversing course again with the onset of the COVID-19 pandemic that continued to work against the industry in 2020. The National Bureau of Economic Research, a non-profit research organization, determined that a peak in monthly general economic activity in the United States occurred in February of 2020. Since 2020, a return to growth in the demand for charter fishing services has been further threatened by inflation, even as the economy recovers from the turbulence presented by the COVID-19 pandemic.

Inflation is measured by the Consumer Price Index generated by the United States Bureau of Labor Statistics which reported that consumer prices fell in December of 2022 for the first time in more than eighteen months. The decline is seen as an indication that inflation will continue to trend down in coming months. We expect a decline in inflationary pressures, and the general shift away from the overriding concerns associated with COVID-19, will drive industry revenue growth. A 2021 IBISWorld report on the fishing charter industry, indicated a marginal decline in the size of the industry to $357 million and a decrease in the number of businesses and employees to 3,085 and 4,901 respectively.

The fishing charter industry expects return to growth tempered by the residual effects of COVID-19 and inflation as increases in per capita disposable income will provide consumers with more discretionary income for recreational services.

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 competitors 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.

We are faced with a bevy of competitors in the Tampa Bay area that include:

• Queen Fleet Deep Sea Fishing based in Clearwater, Florida, is 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 charter.

• Poseidon Fishing Charters based in Tampa Bay and New York City offers specific


   charters to fish for specific fish species, such as goliath grouper fishing or
   shark fishing. Service offerings also include a summer camp for children, night
   fishing and firework sight-seeing tours. Poseidon Fishing also offers
   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 of experience spent fishing in
   the area.


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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 rife with options. We expect that the implementation of our business plan moving forward will increase brand recognition and customers for our fishing charters. 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 on our ability to purchase an additional vessel to host dolphin/whale sightseeing charters, and our willingness to spend additional sums on marketing our charters. We do not have the funds necessary to purchase a suitable dolphin/whale sightseeing vessel, or to boost marketing efforts. Financial limitations do affect the competitive standing of our business.

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 charter 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 reported that during the five years that preceded 2018, 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 generated in 2021 forecasts that the industry is expected to realize annualized revenue growth through 2026 on the pretext 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 latent recessionary fears, there is reason to believe that the fishing charter business is about to enter a consistent growth pattern in the face of competing recreational activities.

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 will 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.



  9

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;




•  attend networking events;


•  offer Down2Fish branded merchandise online and aboard our fishing charters;


•  create a loyalty plan that will enable us to reward our consistent customers

especially those that introduce their friends and family members to our

business;




•  advertise special prices;


•  place adverts on electronic media platforms;


•  sponsor relevant community-based events/programs;


•  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 FishingBooker; 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 charge less. 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 that govern fishing charter businesses in Florida.

The captain of a saltwater fishing charter must comply with U.S. Coast Guard ("USGC") regulations which include holding a USGC Captain's 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 of federal fishing permit regulations falls on the NOAA Office of Law Enforcement.



  10

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 Capitan 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.

Our 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 FWC's 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.

Employees

The only employees as of the date of this Report is our chief executive officer though we do have a compensation arrangement with one of the managers of Down2Fish. We plan to hire additional persons on an as-needed basis and have engaged an outside accountant to assist us in the preparation of our financial statements.



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                                  Risk Factors

You should carefully consider the risks and uncertainties described below and the other information in this Report. Our business, financial condition, results of operations, or prospects could be materially and adversely affected if any of these risks occurs, and as a result, the market price of our common stock could decline, and you could lose all or part of your investment. This Report also contains forward-looking statements that involve risks and uncertainties. See "Forward-Looking Statements." Our actual results could differ materially and adversely from those anticipated as a result of certain factors, including those set forth below.

Risks Related to Our Business and Operations

Unless we acquire new customers and retain existing customers, or fail to do so in a cost-effective manner, we may be unable to increase revenue, improve gross margins, or achieve a profit.

Our success depends on our ability to acquire new customers and retain existing customers in a cost-effective manner. For us to expand our customer base, we must appeal to, and acquire customers who have historically purchased fishing . . .

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