---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-QSB

[X]  QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED September 30, 2006

[   ]  TRANSITION REPORT UNDER SECTION 13 OR
15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE TRANSITION PERIOD FROM _____ TO _____

Commission File Number: 000-30695

ARVANA INC.(Exact name of
small business issuer as specified in its charter)

|NEVADA                                           | 87-0618509                       
|------------------------------------------------ | ---------------------------------
|(State or other jurisdiction of incorporation or | (IRS Employer Identification No.)
|organization)                                    |                                  

2610-1066 West Hastings St., Vancouver, British Columbia,
Canada V6E 3X2(Address of principal executive offices)

604-684-4691(Issuer's telephone number)

Not Applicable(Former name, if changed since
last report)

Check whether the issuer (1) filed all reports required to be
filed by Section 13 or 15(d) of the Exchange Act during the past 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 [X] No [   ]

Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Exchange Act). Yes [   ] No [X]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date. 21,766,500
shares of Common Stock as of November 14, 2006

Transitional Small Business Disclosure Format (check one): Yes
[   ] No [X]

---

PART I

Item
1.               
Financial Statements

The following unaudited consolidated interim financial
statements of Arvana Inc. are included in this Quarterly Report on Form 10-QSB:

PageConsolidated Balance Sheet at September
        30, 2006
      F-1Consolidated Statements of Operations
        for the three and nine months ended September 30, 2006 and 2005 and the
        period from January 1, 2005, beginning of the development stage, to September
        30, 2006
      F-2Consolidated Statements of Cash Flows
        for the nine months ended September 30, 2006 and 2005 and the period from
        January 1, 2005, beginning of the development stage, to September 30,
        2006
      F-3Notes to Consolidated Financial Statements
      F-4


- 2 -

---

ARVANA INC.(A DEVELOPMENT STAGE COMPANY)
  CONSOLIDATED BALANCE SHEET AT SEPTEMBER 30, 2006 
  (EXPRESSED IN US DOLLARS)
  (UNAUDITED)

|                                                                |   |             |  
|--------------------------------------------------------------- | - | ----------- | -
|                                                                |   |             |  
|                                                                |   |             |  
|ASSETS                                                          |   |             |  
|                                                                |   |             |  
|Current                                                         |   |             |  
|Cash and cash equivalents                                       | $ | 290,523     |  
|Receivables (net of allowance)                                  |   | 1,242,622   |  
|Amounts due from related parties (Note
      7)                 |   | 46,498      |  
|                                                                |   |             |  
|                                                                |   | 1,579,643   |  
|Long-term                                                       |   |             |  
|Deferred income tax asset,                                      |   |             |  
|net of valuation allowance of $1,182,110                        |   | 2,617       |  
|Property and equipment (Note 6)                                 |   | 686,142     |  
|Subscriber accounts (Note
      5)                              |   | 2,779,853   |  
|                                                                |   |             |  
|                                                                | $ | 5,048,255   |  
|                                                                |   |             |  
|                                                                |   |             |  
|LIABILITIES AND STOCKHOLDERS' EQUITY                            |   |             |  
|                                                                |   |             |  
|Current                                                         |   |             |  
|Accounts payable and accrued
      liabilities                  | $ | 2,469,321   |  
|Note payable                                                    |   | 319,850     |  
|Amounts due to related
      parties (Note 7)                   |   | 187,951     |  
|                                                                |   |             |  
|                                                                |   | 2,977,122   |  
|                                                                |   |             |  
|Commitments (Note 10)                                           |   |             |  
|                                                                |   |             |  
|Stockholders' equity                                            |   |             |  
|Common stock (Note 8)                                           |   |             |  
|100,000,000
      common shares authorized at $0.001 par value; |   |             |  
|17,641,500 common shares
      issued and outstanding           |   | 17,642      |  
|Additional paid-in capital                                      |   | 20,197,612  |  
|Shares to be issued                                             |   | 731,400     |  
|Deficit                                                         |   | (95,331     | )
|Deficit accumulated during the development
      stage          |   | (18,777,622 | )
|Accumulated other comprehensive
      loss                      |   | (2,568      | )
|                                                                |   |             |  
|                                                                |   | 2,071,133   |  
|                                                                |   |             |  
|                                                                | $ | 5,048,255   |  

The accompanying notes are an integral part of these consolidated
  financial statements.

---

ARVANA INC.(A DEVELOPMENT STAGE COMPANY)
  CONSOLIDATED STATEMENT OF OPERATIONS 
  (EXPRESSED IN US DOLLARS) 
  (UNAUDITED)

Cumulative amountsfrom the beginning of theFor the three months ended
      
      
      For the nine months ended
      
      
      development stage onSeptember 30,
      
      
      September 30,
      
      
      January 1, 2005 to2006
      
      
      2005
      
      
      2006
      
      
      2005
      
      
      September 30, 2006Sales
      $
      751,223
      
      $
      -
      
      $
      751,223
      
      $
      -
      
      $
      751,223Cost of sales
      
      (647,792
      )
      
      -
      
      
      (647,792
      )
      
      -
      
      
      (647,792
      )Gross profit
      
      103,431
      
      
      -
      
      
      103,431
      
      
      -
      
      
      103,431Operating expensesSelling and promotion
      
      37,886
      
      
      -
      
      
      37,886
      
      
      -
      
      
      37,886General and administrative
      
      306,921
      
      
      315,965
      
      
      836,240
      
      
      408,041
      
      
      1,796,815Research and development
      
      40,384
      
      
      15,834
      
      
      117,886
      
      
      15,834
      
      
      170,720Depreciation
      
      5,818
      
      
      35
      
      
      5,968
      
      
      35
      
      
      6,168Operating loss
      
      287,578
      
      
      331,834
      
      
      894,549
      
      
      423,910
      
      
      1,908,158Other itemsStock-based compensation
        (Note 8)
      
      -
      
      
      1,869,944
      
      
      1,424,000
      
      
      7,569,944
      
      
      9,656,540Loss on acquisition of Arvana Networks
        (Note 3)
      
      -
      
      
      7,013,310
      
      
      -
      
      
      7,013,310
      
      
      7,013,310Loss on acquisition
        of Arvana Com (Note 4)
      
      -
      
      
      233,149
      
      
      -
      
      
      233,149
      
      
      233,149Other income
      
      (30,645
      )
      
      -
      
      
      (30,645
      )
      
      -
      
      
      (30,645
      )Net loss before income taxes
      
      (256,933
      )
      
      (9,448,237
      )
      
      (2,287,904
      )
      
      (15,240,313
      )
      
      (18,780,512
      )Income taxes
      
      2,890
      
      
      -
      
      
      2,890
      
      
      -
      
      
      2,890Net loss of the
        period
      $
      (254,043
      )
      $
      (9,448,237
      )
      $
      (2,285,014
      )
      $
      (15,240,313
      )
      $
      (18,777,622
      )Other comprehensive income (loss)
      
      (2,568
      )
      
      1,545
      
      
      (2,568
      )
      
      1,545
      
      
      (2,568
      )Comprehensive loss for the period
      $
      (256,611
      )
      $
      (9,446,692
      )
      $
      (2,287,582
      )
      $
      (15,238,768
      )
      $
      (18,780,190
      )Loss per share - basic and diluted
      $
      (0.02
      )
      $
      (0.86
      )
      $
      (0.16
      )
      $
      (1.66
      )Weighted average number of common shares outstanding
      
      15,440,400
      
      
      10,976,870
      
      
      14,413,500
      
      
      9,173,681


The accompanying notes are an integral part of these consolidated
  financial statements.

---

ARVANA INC.(A DEVELOPMENT STAGE COMPANY)
  CONSOLIDATED INTERIM STATEMENT OF CASH FLOWS 
  FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2006 
  (EXPRESSED IN US DOLLARS) 
  (UNAUDITED)

|                                                                   |   |                           |   |   |                      |   |   |                           |  
|------------------------------------------------------------------ | - | ------------------------- | - | - | -------------------- | - | - | ------------------------- | -
|                                                                   |   |                           |   |   |                      |   |   | Cumulative amounts        |  
|                                                                   |   |                           |   |   |                      |   |   | from the beginning of the |  
|                                                                   |   | For the nine months ended |   |   | development stage on |  
|                                                                   |   | September 30,             |   |   | January 1, 2005 to   |  
|                                                                   |   | 2006                      |   |   | 2005                 |   |   | September 30, 2006        |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Cash flows from operating activities                               |   |                           |   |   |                      |   |   |                           |  
|Net loss for the period                                            | $ | (2,285,014                | ) | $ | (15,240,313          | ) | $ | (18,777,622               | )
|Adjustments to reconcile net loss
      for the period to net cash |   |                           |   |   |                      |   |   |                           |  
|used in operating activities                                       |   |                           |   |   |                      |   |   |                           |  
|Depreciation
      and amortization                                |   | (5,968                    | ) |   | 35                   |   |   | (5,768                    | )
|Stock-based compensation                                           |   | 1,424,000                 |   |   | 7,569,944            |   |   | 9,656,540                 |  
|Loss on
      acquisition of Arvana Networks                       |   | -                         |   |   | 7,013,310            |   |   | 7,013,310                 |  
|Loss on acquisition of Arvana
      Comunicacoes                   |   | -                         |   |   | 233,149              |   |   | 233,149                   |  
|Gain on
      disposal of equipment                                |   | 19,409                    |   |   | -                    |   |   | 19,409                    |  
|Deferred income taxes                                              |   | (2,890                    | ) |   | -                    |   |   | (2,890                    | )
|Increase in receivables                                            |   | (292,511                  | ) |   | (5,175               | ) |   | (264,817                  | )
|Increase(decrease) in payables and accrued
      liabilities       |   | 324,888                   |   |   | 176,135              |   |   | 454,497                   |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Net cash used in operations                                        |   | (818,086                  | ) |   | (252,915             | ) |   | (1,674,192                | )
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Cash flows from investing activities                               |   |                           |   |   |                      |   |   |                           |  
|Acquisition of equipment                                           |   | (100,295                  | ) |   | (15,605              | ) |   | (139,312                  | )
|Cash portion of Investment
      in BCH Beheer / Hallotel          |   | (639,700                  | ) |   | -                    |   |   | (639,700                  | )
|Cash of BCH Beheer / Hallotel on acquisition
      date            |   | 105,659                   |   |   | -                    |   |   | 105,659                   |  
|Cash of Arvana Networks
      on acquisition date                  |   | -                         |   |   | 33,154               |   |   | 5,800                     |  
|Cash of Arvana Comunicacoes on acquisition
      date              |   | -                         |   |   | -                    |   |   | 62,465                    |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Net cash provided by (used in) investing
      activities          |   | (634,336                  | ) |   | 17,549               |   |   | (605,088                  | )
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Cash flows from financing activities                               |   |                           |   |   |                      |   |   |                           |  
|Amounts due to (from) related parties                              |   | 167,339                   |   |   | (250,629             | ) |   | (293,121                  | )
|Contribution to capital                                            |   | -                         |   |   | 900                  |   |   | 900                       |  
|Stock subscriptions received                                       |   | 731,400                   |   |   | 200,000              |   |   | 731,400                   |  
|Proceeds from issuance
      of common stock                       |   | -                         |   |   | 1,626,000            |   |   | 2,121,250                 |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Net cash provided by financing
      activities                    |   | 898,739                   |   |   | 1,576,271            |   |   | 2,560,429                 |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Effect of exchange rate changes on cash and cash equivalents       |   | 8,142                     |   |   | (2,262               | ) |   | 8,142                     |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Increase in cash and cash equivalents                              |   | (545,541                  | ) |   | 1,338,643            |   |   | 289,291                   |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Cash and cash equivalents, beginning of period                     |   | 836,064                   |   |   | 1,232                |   |   | 1,232                     |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Cash and cash equivalents, end of period                           | $ | 290,523                   |   | $ | 1,339,875            |   | $ | 290,523                   |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|                                                                   |   |                           |   |   |                      |   |   |                           |  
|Supplementary information                                          |   |                           |   |   |                      |   |   |                           |  
|Interest paid                                                      | $ | 318                       |   | $ | -                    |   | $ | 318                       |  
|Taxes Paid                                                         |   | (118                      | ) |   | -                    |   |   | (118                      | )

The accompanying notes are an integral part of these consolidated
  financial statements.

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|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

1. Nature of Business and Ability
  to Continue as a Going Concern

Arvana Inc., (the Company) (formerly Turinco, Inc.)
  is a development stage company incorporated under the laws of the State of Nevada
  on September 16, 1977, with authorized common stock of 2,500 shares with a par
  value of $0.25. On October 16, 1998, the authorized capital stock was increased
  to 100,000,000 shares with a par value of $0.001. On July 24, 2006, the shareholders
  approved a change of the Companys name from Turinco, Inc. to Arvana Inc.

In 1998, the Company completed a common stock split of eight
  shares for each outstanding share. In 2005, the Company completed another common
  stock split of nine shares for each outstanding share. These consolidated financial
  statements have been prepared showing after stock split shares with a par value
  of $0.001.

The Company was inactive from 1982 until 2005, during which time
  the Company was in the process of seeking profitable business opportunities.
  In 2005, the Company was introduced to the emerging technology of Voice over
  Internet Protocol (VoIP) telephone services. Since then, the Company has been
  engaged in the exploration and development of the business plan for the provision
  of VoIP telephone services, and is actively engaged in implementing the digital
  technology of the VoIP solutions in market areas that present business opportunities.

Management identified a communications company in Germany that
  is presently in the carrier pre-select and wholesale carrier business carrying
  traffic to Turkey. On August 23, 2006, Arvana Inc. acquired this company through
  BCH Beheer and its wholly-owned subsidiary Hallotel Deutschland GmbH. The Company
  plans on expanding this business including VoIP and calling card services. The
  Company had planned on developing its VoIP business through its wholly-owned
  subsidiary Arvana Networks Inc. (Arvana Networks), a company incorporated
  in Barbados, which wholly owns Arvana Participações (Arvana
  Par) a company incorporated in Brazil. This business was planned to be
  carried out by Arvana Comunicações do Brasil S. A. (Arvana Com),
  a Brazilian company intended to be 75% owned by Arvana Par and 25% owned by
  Gloinfo 500 Soluções EM Telemática Ltda. (Gloinfo).
  Gloinfo was planned to be our local associate in Brazil. This business did not
  develop in accord with our plan or expectations and we decided to withdraw from
  the telecommunications market in Brazil. We have since agreed with Gloinfo to
  terminate our agreement, to acquire 100% ownership of Arvana Com.

These consolidated interim financial statements for the nine-month
  period ended September 30, 2006, include the accounts of the Company, its subsidiary
  Arvana Networks (including its wholly-owned subsidiary Arvana Par , Arvana Comunicações
  do Brasil S. A. (Arvana Com) and BCH Beheer (and its wholly-owned
  subsidiary Hallotel Deutschland GmbH) . These financial statements have been
  prepared on a going concern basis, which assumes the realization of assets and
  settlement of liabilities in the normal course of business. At September 30,
  2006, the Company has an accumulated deficit during the development stage of
  $18,777,622. To date, the Company has generated no revenue from its VoIP business
  but now has revenues through the acquisition of Hallotel and its carrier preselect
  and wholesale carrier business. These conditions raise substantial doubt about
  the Companys ability to continue as a going concern. These financial statements
  do not include any adjustments relating to the recoverability and classification
  of recorded asset amounts and classification of liabilities that might arise
  from this uncertainty.

The continuation of the Company is dependent upon achieving a
  profitable level of operations as well as obtaining further long-term financing.
  During 2005, the Company completed private placements of its common stock raising
  $2,340,000 ($2,121,250 net of issuance costs) in cash for working capital purposes.
  To September 30, 2006, the Company has received advances on private placements
  in the amounts of

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

$731,400 for use in the acquisition of BCH Beheer and Hallotel
  as well as working capital purposes. As of September 30, 2006, it had $290,523
  to fund its operational costs and the remaining commitment for the acquisition.
  Management plans to raise up to $3,000,000 in additional equity capital over
  the next twelve months to finance the commitments regarding the acquisition
  of BCH Beheer, its operations and capital requirements of the Company for the
  remainder of 2006 and for 2007. While the Company is expending its efforts to
  achieve the above plans, there is no assurance that any such activity will generate
  sufficient funds for operations.

2. Summary of Significant Accounting
  Policies

**a) Basis of presentation**The Company is currently in the development stage and presents its
  financial statements in accordance with Statement of Financial Accounting Standard
  (SFAS) No. 7, Accounting and Reporting by Development Stage
  Enterprises. The Companys fiscal year end is December 31. The accompanying
  consolidated interim financial statements of Arvana Inc. for the nine-month
  periods ended September 30, 2006 and 2005, and for the cumulative amounts from
  the beginning of the development stage on January 1, 2005, through September
  30, 2006, have been prepared in accordance with accounting principles generally
  accepted in the United States for interim financial information with the instructions
  to Form 10-QSB and Regulation S-B. Accordingly, they do not include all of the
  information and footnotes required by the accounting principles generally accepted
  in the United States for complete financial statements. Although they are unaudited,
  in the opinion of management, they include all adjustments, consisting only
  of normal recurring items, necessary for a fair presentation. Results are not
  necessarily indicative of results which may be achieved in the future.

Included in the financial statements are the accounts of the
  Company, its wholly-owned subsidiaries Arvana Networks, Arvana Par, Arvana Com,
  BCH Beheer and Hallotel. All significant inter-company transactions and balances
  have been eliminated.

b)EstimatesThe preparation of consolidated financial statements in conformity with
  US GAAP requires management to make estimates and assumptions that affect the
  reported amounts of assets and liabilities and disclosure of contingent assets
  and liabilities at the date of the financial statements and the reported amounts
  of revenues and expenses during the reporting period. Actual results could differ
  from those estimates.

c)Foreign currency translation and transactionsArvana Inc.s functional currency is the United States dollar.

The Company uses the temporal method when translating the Brazilian
  subsidiary operations. Long-term assets and liabilities denominated in a foreign
  currency are translated into US dollars at the exchange rate in effect on the
  transaction date. Revenue and expenses are translated at the average rates of
  exchange prevailing during the periods. The cumulative effects of these translation
  adjustments were included in administration expenses as they were insignificant.

The Company uses the current rate method when translating the
  German subsidiary operations. All assets and liabilities denominated in a foreign
  currency are translated into US dollars at the exchange rate in effect on the
  balance sheet date. Revenue and expenses are translated at the average rates
  of exchange prevailing during the periods. The cumulative effects of these translation
  adjustments are presented as a component of comprehensive income.

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

Transactions conducted in currencies other than the respective
  functional currency of the Company are recorded using the exchange rate in effect
  on the transaction date. At the period end, monetary assets and liabilities
  are translated to the functional currency of each entity using the exchange
  rate in effect at the period end date. Transaction gains and losses are recorded
  in foreign exchange gain or loss in administration expenses as they were insignificant.

The exchange rate prevailing at September 30, 2006, was 2.166,
  stated in the Brazilian Real per one US dollar. The average exchange rate during
  the nine-month period ended September 30, 2006, was 2.17 stated in the Brazilian
  Real per one US dollar. For the Euro, the exchange rate prevailing at September
  30, 2006, was 1.2687 per one US dollar. The average exchange rate from the BCH
  Beheer acquisition date of August 23, 2006 to September 30, 2006, was 1.2749
  stated in the Euro per one US dollar.

d)Revenue recognitionThe Company records revenues upon the completion of the services and where
  collectability is reasonably assured.

e)Comprehensive incomeThe Company has adopted SFAS No. 130, Reporting Comprehensive Income,
  which establishes standards for reporting and presentation of comprehensive
  income, its components and accumulated balances.

f)Cash equivalentsThe Company considers all highly liquid investments, with terms to maturity
  of three months or less when acquired, to be cash equivalents.

g)Property and equipment:Property and equipment is stated at cost less accumulated depreciation and
  is depreciated on a straight line basis, commencing when the assets are put
  into use over the estimated useful lives of the assets as follows:

Machinery & equipment
      10 yearsOffice equipment
      3  5 yearsComputer hardware
      5 yearsSoftware
      1  4 years


In accordance with SFAS 144, Accounting for Impairment or
  Disposal of Long-Lived Assets, the Company reviews the carrying value of
  long-lived assets for impairment whenever events and circumstances indicate
  that the carrying value of the assets might be impaired and the carrying value
  may not be recoverable. Recoverability of these assets is measured by comparison
  of the carrying value of the assets to the undiscounted cash flows estimated
  to be generated by those assets over the remaining economic life. If the undiscounted
  cash flows are not sufficient to recover the carrying value of such assets,
  the assets are considered impaired. The impairment loss is measured by comparing
  the fair value of the assets to their carrying values. Fair value is determined
  by either a quoted market price or a value determined by a discounted cash flow
  technique, whichever is more appropriate under the circumstances involved. No
  impairment was required to be recorded during the periods presented in these
  consolidated financial statements.

h)Financial instrumentsFinancial instruments of the Company are comprised of cash and cash equivalents,
  receivables, accounts payable and accrued liabilities, and amounts due to and
  from related parties. The estimated fair values of financial instruments were
  considered by management to be not materially different from their carrying
  values due to their short term to maturity or capacity for prompt liquidation.

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

i)Concentration of credit riskFinancial instruments that potentially subject the company to concentrations
  of credit risk consist principally of cash equivalents, trade accounts receivable
  and investment securities. Trade accounts receivable in our operation in Germany
  consists of amounts from the carrier preselect customers and amounts from the
  wholesale carrier customers. The receivable from the carrier preselect customers
  is distributed among many customers. The receivable from the wholesale customers
  is considered a credit risk however with some customers, traffic is traded therefore
  the risk is mitigated by the accounts payable to those customers. The Company
  maintains cash in bank accounts that, at times, may exceed federally insured
  limits. The Company has not experienced any losses in such accounts and believes
  it is not exposed to any significant risks on its cash in bank accounts.

j)Asset retirement obligationsThe Company records the fair value of an asset retirement obligation as
  a liability in the period in which it incurs a legal obligation associated with
  the retirement of tangible long-lived assets that result from the acquisition,
  construction, development, and/or normal use of the long-lived assets. The Company
  also records a corresponding asset which is amortized over the life of the asset.
  Subsequent to the initial measurement of the asset retirement obligation, the
  obligation is adjusted at the end of each period to reflect the passage of time
  (accretion expense) and changes in the estimated future cash flows underlying
  the obligation (asset retirement cost). The Company does not have any asset
  retirement obligations for the periods presented.

k)Income taxesIncome taxes are provided in accordance with Statement of Financial Accounting
  Standards No. 109 "Accounting for Income Taxes". A deferred tax asset
  or liability is recorded for all temporary differences between financial and
  tax reporting and net operating loss carryforwards. 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 opinion 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 adjusted for the effects of changes in tax laws and rates on
  the date of enactment.

l)Stock-based compensationThe Company accounts for all stock-based payments to employees and non-employees
  using the fair value based method. Under the fair value method, stock-based
  payments are measured at the fair value of the consideration received, or the
  fair value of the equity instruments issued, or liabilities incurred, whichever
  is more reliably measurable. The cost of stock-based payments to non-employees
  that are fully vested and non-forfeitable at the grant date is measured and
  recognized at that date. The Company granted stock options in June 2006 and
  accordingly recorded an expense of $1,424,000 in the second period. There were
  no options granted or outstanding for the nine-month period ended September
  30, 2005.

m)Net loss per shareBasic loss per share is computed using the weighted average number of common
  shares outstanding during the year. Diluted loss per share is computed using
  the weighted average number of common shares and potentially dilutive common
  stock equivalents, including stock options and warrants. As of September 30,
  2005, there were no potentially dilutive instruments. As of September 30, 2006,
  the Company had 1,600,000 of potentially dilutive instruments that were excluded
  from the determination of dilutive loss per share.

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

3. Arvana Networks Transaction

On August 18, 2005, Arvana Inc. (Arvana) completed
  a transaction with Arvana Networks whereby 100% of the 4,500,000 shares (1,500,000
  shares which are described below) of Arvana Networks were exchanged for an equal
  number of shares in Arvana Inc. Arvana Networks business activities to
  date have been directed towards the development of a technology platform and
  billing system that would allow us to implement in multiple markets, developing
  business plans and searching out appropriate local partners in order to launch
  VoIP telephone services.

Arvana Networks has an agreement with IP Horizon LLC (IPH),
  whereby IPH was issued 1,500,000 shares in exchange for a commitment to deliver
  equipment, software and network hardware for the initial launching of VoIP service
  in Brazil. IPH will also provide termination services to Arvana Networks, at
  its cost plus an administration fee not to exceed 13 percent. These shares are
  not considered issued for accounting purposes because the Company had not yet
  received the assets to be acquired in connection with this transaction. As both
  Arvana and Arvana Networks are development stage companies, the share exchange
  transaction was outside the scope of Statement of Financial Accounting Standard
  No. 141, Business Combination. Consequently, the transaction was
  recorded at the fair value of the 3.0 million Arvanas common shares issued
  for the transaction based on the quoted market price of the Companys common
  stock on the date of the agreement of $2.28 per share. This agreed upon consideration
  paid for the transaction was calculated based on the fair value of the assets
  recorded on Arvana Networks financial statements at the time of the transaction
  and on the compensation expenses given to management of Arvana Networks for
  pre-operating services provided to Arvana Networks and to retain their services.
  As such, the purchase price of the transaction was allocated among the $5,800
  in cash and $131,747 in other assets acquired and $310,857 in liabilities assumed
  based on the fair value and the excess of purchase price over fair value of
  assets acquired and liabilities assumed was recorded in 2005 as compensation
  expense paid of $7,013,310 to the management of Arvana Networks at the time
  of the transaction.

4. Arvana Comunicações Transaction

On October 6, 2005, the Company, through its wholly-owned subsidiaries,
  completed the first closing of an investment agreement with Gloinfo 500 Soluções
  EM Telemática Ltda. (Gloinfo) and Paulo Messina (described
  below) for the acquisition of Arvana Comunicações.

Arvana Com was incorporated in January 2005. In March 2005, the
  Companys subsidiary Arvana Networks signed a letter of intent to acquire
  Arvana Com. The Company had supplied Arvana Com a non-interest bearing, no repayment
  term loan to be used for the pre-operating costs of the business. Arvana Com
  would not be able to operate without this loan and this capital was therefore
  at risk. Accordingly, the Company was considered the beneficiary of Arvana Com
  (because it absorbed the expected risk and residual gain of Arvana Com), and
  Arvana Com was treated as a Variable Interest Entity up until October 6, 2005.
  Upon completion of the first closing, the Company acquired 75% of Arvana Coms
  shares, at no additional cost, and it is now considered a majority owned subsidiary
  for accounting purposes.

Similarly to the transaction between the Company and Arvana Networks,
  the share exchange transaction was scoped out of Statement of Financial Accounting
  Standard No. 141, Business Combination. Consequently, the transaction
  was recorded at the fair value of the net assets acquired of Arvana Com on the
  date of the agreement. The purchase price of the transaction has been allocated
  among the $62,465 in cash, $78,258 of equipment, $8,482 of receivables, and
  $382,354 in liabilities assumed based on their respective fair values. Accordingly,
  $233,149, being the excess of purchase price over fair value of assets acquired
  and liabilities assumed was recorded in 2005 as the loss on acquisition of Arvana
  Com.

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

In 2006, management entered into negotiations with the principals
  of Gloinfo with the intention of terminating the Investment Agreement by mutual
  agreement. We have completed these negotiations and on October 31, 2006 have
  signed a definitive agreement with Gloinfo pursuant to which the Investment
  Agreement is terminated. The main terms of the termination of the Investment
  Agreement that have been agreed to by Gloinfo are as follows:

|(a) | The terms of the Investment Agreement will be cancelled
        and Gloinfo will transfer its 25% ownership to Arvana Par.                                                                                                                             
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                        
|(b) | The customers that were to be transferred to Arvana
        Com following the final closing will remain with Gloinfo.                                                                                                                                  
|    |                                                                                                                                                                                                                                                        
|(c) | The employees that were to be transferred following
        the final closing will remain with Gloinfo.                                                                                                                                                
|    |                                                                                                                                                                                                                                                        
|(d) | Employees that were hired into the project were terminated
        and the termination costs were shared 75% by Arvana Com and 25% by Gloinfo.                                                                                                         
|    |                                                                                                                                                                                                                                                        
|(e) | Arvana Com will obtain the Televoz branding
        and the website associated with this product from Gloinfo.                                                                                                                                       
|    |                                                                                                                                                                                                                                                        
|(f) | Arvana Com will retain ownership and operating control
        of the technology platform currently used by Gloinfo to service their
        customers. Gloinfo will purchase and install a new technology platform
        prior to February 28, 2007.

5. BCH Beheer and Hallotel Deutschland
  GmbH transaction

On August 9, 2006, Arvana Inc. (the Company), Brulex
   Consultadoria Economica E Marketing Ltda. (the Vendor) and
  Hallotel Deutschland GmbH (Hallotel) entered into a share purchase
  agreement (the Share Purchase Agreement) pursuant to which the Company
  acquired control over Hallotel through the acquisition (the Acquisition)
  of all of the outstanding shares of BCH Beheer B.V., a wholly-owned subsidiary
  of the Vendor that owns all of the outstanding shares of Hallotel. The purchase
  price for the Acquisition was paid by way of:

|(i)   | the issue of 3,541,700 shares of common stock of the
        Company, valued at $0.40 per share;                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(ii)  | the payment of €500,000 ($639,700) in cash; and                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|(iii) | the issuance of a promissory note in the principal amount
        of €250,000 ($319,850), provided that the promissory note will not
        be payable and will be deemed cancelled if certain information as set
        out in the Share Purchase Agreement to be delivered by the Vendor to the
        Purchaser within 30 days of the closing of the Acquisition relating to
        certain assets is not delivered or, if delivered, does not materially
        conform with information provided to the Company as of the date of the
        Share Purchase Agreement.

Pursuant to the Share Purchase Agreement, the purchase price
  was increased by:

|(i) | a payable to the Vendor in the amount of €80,932
        ($103,544) for the price actually paid by Hallotel for any telephone technology
        hardware or software assets acquired after October 19, 2005
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

|     | and before the closing date of the Acquisition that
        are required for the provision of established Hallotel services to its
        customers; and                                                                                                                                                                           
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                                                                     
|(ii) | a payable to the Vendor in the amount of €277,630
        ($355,200) for commissions paid by Hallotel to its salespersons in respect
        of carrier pre-select sign-ups on net new customers after October 19,
        2005 and before the closing date of the Acquisition, as provided in the
        Share Purchase Agreement.

Prior to the acquistion date, Arvana had paid $26,941 for acquistion
  related expenses and this amount was included in the purchase price. A transaction
  fee was paid by issuing 208,300 additional shares of common stock of the Company,
  valued at $0.40 per share.

The Vendor has agreed that it will not sell or transfer any of
  the Companys shares issued as part of the consideration for the Acquisition
  (or any interest therein) until one year after the closing date of the Acquisition.
  In addition, the Vendor has agreed to deposit such Company shares in escrow
  with the Company to be released from escrow twelve months after the closing
  date, except in the event of a claim made by the Company under the Share Purchase
  Agreement, in which case such Company shares will be released on a final resolution
  of the claim.

The purchase price of the transaction, with a deemed value of
  $2,945,235 was allocated as to $105,659 in cash, $1,478,020 in other assets
  acquired, $1,418,297 and, $2,779,853 to the value of monthly subscribers held
  by Hallotel at the time of the acquisition. Equipment valued at $494,346 and
  software valued at $8,875 were held by Hallotel on the acquisition date.

Hallotel is a communications service provider offering carrier
  pre-select and wholesale carrier services and focused on the provision of long
  distance telephone calls between Germany, Austria, Switzerland and Turkey

6. Property and Equipment

|                  |   |         |  |   |              |  |   |                  | 
|----------------- | - | ------- |  | - | ------------ |  | - | ---------------- | 
|                  |   |         |  |   | Accumulated  |  |   | Net              | 
|                  |   | Cost    |  |   | Amortization |  |   | Book
      Value | 
|                  |   |         |  |   |              |  |   |                  | 
|Equipment         | $ | 539,438 |  | $ | 5,889        |  | $ | 533,549          | 
|Computer hardware |   | 61,117  |  |   | -            |  |   | 61,117           | 
|Software          |   | 91,755  |  |   | 279          |  |   | 91,476           | 
|                  |   |         |  |   |              |  |   |                  | 
|                  | $ | 692,310 |  | $ | 6,168        |  | $ | 686,142          | 

The Company has not taken amortization on equipment if utilization
  of the equipment has not yet begun. The net carrying amount of equipment not
  being amortized was $187,586 as of September 30, 2006.

7. Related Parties

At September 30, 2006, the Company was owed $27,850 from a company
  with a director in common. The loan bears no interest and has no specific terms
  of repayment. We have a corresponding payable to a previous director which relates
  to start-up operations in Brazil.

The Company was owed $18,648 from an officer of the company.

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

At September 30, 2006, the Company owed $140,150 to three directors
  for services rendered during the year. This amount is to be paid part in cash
  and part in stock at a future date with the number of common shares determined
  by the fair value of the shares on the settlement date. The amounts owing bear
  no interest.

For the nine-month period ended September 30, 2006, $88,807 was
  incurred by the Company for services rendered by the President, and the Corporate
  Secretary of Arvana Inc. As of September 30, 2006, $44,288 was owed to these
  individuals.

The Company owed $3,513 to an officer of the company.

The amount of imputed interest would not be material. Therefore,
  it was not recorded in the period.

8. Share Capital

(a) During the quarter ended September 30, 2006, the Company
  issued 3,541,700 shares for part of the consideration for the purchase of BCH
  Beheer and its wholly-owned subsidiary Hallotel Deutschland GmbH. The Company
  also issued 208,300 shares as a finders fee for the same transaction.

(b) The Company follows SFAS No. 123R, Accounting for Stock-Based
  Compensation, in accounting for stock-based employee compensation plans
  and transactions in which an entity issued its equity instruments to acquire
  goods or services from non-employees. Where the fair value of equity instruments
  issued in connection with the provision of goods or services or the issuance
  of share capital is more reliably measurable than the fair value of the consideration
  received, the transaction is accounted for based on the fair value of the equity
  instruments issued and the difference between the fair value and recorded value
  of the transaction is recorded as stock-based compensation expense.

(c) On June 5, 2006, the Company granted 1,600,000 stock options
  to its directors and employees. Each option is exercisable into one common share
  until December 31, 2009 at an exercise price of $1.25. The options were valued
  at $1,424,000 using the Black-Scholes model.

9. Segmented Information

The Company has one reportable segment, being the development
  of the VoIP telephone services. This reportable segment was determined based
  on the nature of the products offered. Of the total property and equipment,
  $1,078 is located in Canada, $43,589 is located in Brazil and $641,475 is located
  in Germany.

10. Subsequent Events

On July 26, 2006, the Company received an advance on a private
  placement of its common shares in the amount of 500,000 Euros ($631,400). This
  amount was required in order to complete the first closing of a transaction
  to acquire BCH Beheer and Hallotel. In August and September, the Company received
  two cash payments of $50,000, for a total of $100,000, in advance of private
  common share placements. On October 31, 2006, this private placement was closed
  and the board of directors approved the issuance of 2,625,000 shares for $0.40
  per share for gross proceeds of $1,050,000.

On October 31, 2006, the Company signed a definitive agreement
  with Gloinfo pursuant to which the Investment Agreement is terminated.

---

|ARVANA INC.                                       
|--------------------------------------------------
|(A development stage company)                     
|NOTES TO CONSOLIDATED INTERIM FINANCIAL STATEMENTS
|Nine Months Ended September 30, 2006 and 2005     
|(expressed in US dollars)                         
|(Unaudited)                                       
|                                                  

11. Commitments

The Company has the following commitments:

| | 1. | Software platform lease of €1,238 ($1,571) per
        month until September 15, 2009.
| | -- | --------------------------------------------------------------------------------------
| | 2. | Vehicle lease of €1,100 ($1,396) per month until
        March 15, 2009.              
| | 3. | Vehicle lease of €1,620 ($2,055) per month until
        April 1, 2010.               
| | 4. | Office lease of €1,490 ($1,890) per month until
        February 1, 2007.             

---

Item
2. **Managements Discussion and Analysis or Plan of Operations**

In this Quarterly Report:

|(i)  | references to we, us, our, or the Company refer
      to Arvana Inc. (formerly, Turinco Inc.) and our wholly-owned subsidiaries,
      namely:
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                       
|     | •                                                                                                                                                     
|     |                                                                                                                                                       
|     | •                                                                                                                                                     
|     |                                                                                                                                                       
|(ii) | all dollar amounts are expressed in United States
      dollars, unless otherwise indicated.                                                          

You should read the following discussion and analysis of our
financial condition, results of operations and plan of operations together with
the interim consolidated financial statements and notes to the interim
consolidated financial statements included in this Quarterly Report, as well as
our most recent annual report Form 10-KSB for the year ended December 31, 2005,
our subsequently filed quarterly reports on Form 10-QSB and current reports on
Form 8-K.

Forward-Looking Statements

This Quarterly Report contains forward-looking statements
within the meaning of the Private Securities Litigation Reform Act of 1995.
These statements relate to future events or our future financial performance.
You can often identify forward-looking statements by terminology such as may,
will, should, intends, expects, plans, anticipates, believes,
estimates, predicts, potential, goal, or continue or the negative of
these terms or other comparable terminology. These statements are only
predictions and involve known and unknown risks and uncertainties, including the
risks and uncertainties set forth in reports and other documents we have filed
with or furnished to the SEC, including, without limitation, our annual report
on Form 10-KSB for the year ended December 31, 2005, any of which may cause our
actual results, levels of activity or performance to be materially different
from any future results, levels of activity or performance expressed or implied
by these forward-looking statements.

Although we believe that the expectations reflected in such
forward-looking statements are reasonable, we cannot guarantee future results,
levels of activity or performance. Except as required by applicable law, we do
not undertake to update any of the forward-looking statements to conform these
statements to actual results.

- 3 -

---

Overview

We are engaged in the telecommunications industry through our
Hallotel and Arvana Networks subsidiaries. Hallotel is a German based
telecommunications service provider that is focused on the provision of long
distance telephone calls between Germany, Austria, Switzerland and Turkey.
Hallotel has been in operations since August 2000 and was acquired by us on
August 23, 2006. Arvana Networks plans to provide voice over the internet (VOIP)
telephone technology services and has been in the start-up phase of its
operations since March 2005. Our business plan is to develop Arvana Networks as
a provider of Internet services dedicated to serving our subsidiaries and
customers with complete turnkey IP telephone solutions which enable fast
deployment of voice services over existing data networks.

Arvana Networks and Internet Telephony Business

In each country that we target in our internet telephony
business, we intend to build our own network of Internet access points, called
POPs, which will enable users to access the network through a local call.
Once established, these networks will bypass the existing phone carriers trunk
lines and will enable us to complete calls at our own highly competitive rates.
To minimize time to market, we plan to partner with local companies in targeted
markets who we believe will enable us to assemble all the required components of
the service.

We intend to generate revenues in our Internet telephony
business through three main types of service using our proposed networks:

|1. | Inexpensive call handling for both outbound and inbound
      calls.                                                                                                                                                                                                                                                                                                                                                           
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                
|2. | Monthly subscriptions to our voice service offering a
      further significant reduction in telephony costs. We anticipate that our
      primary focus will be on residential users who are likely to call
      frequently between countries and the corporate market where long distance
      and international calls are frequent, and thus where the savings and call
      features we offer are of the greatest value.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                
|3. | Long distance/international calling cards for both the
      corporate and consumer markets.                                                                                                                                                                                                                                                                                                                                   

Our plan is to link all of the above services using an
underlying Arvana network infrastructure. Our network infrastructure is planned
to be comprised of a series of access gateways located in major cities and
regions involving several countries. Each gateway is planned to incorporate
sufficient phone lines to handle the peak number of calls in each respective
area, enabling anyone to gain access to the Arvana network for the cost of a
local call. We plan to offer a calling card system that will use our network
infrastructure to provide local access for long distance and international
calls.

We plan to enable corporate subscribers to use their
analog/digital gateway to route long distance calls from their existing PBX to
the Arvana service, while local calls remain routed to the local carrier.

A primary source of revenue is expected to be of the provision
of long distance and international calling services to residential customers
that are likely to call frequently between countries, and to business
enterprises which have several national or international offices, or have a need
to communicate with their employees, major customers, and suppliers remotely.
Our Arvana service will provide for the origination and termination of calls on
the public switched network (PSTN), enabling an Arvana user to call any other
phone user in the world at competitive rates and will also permit each
subscriber to call another subscriber anywhere on an unlimited time basis at no
incremental cost. We plan to bill customers through a monthly subscription which
we anticipate will include a base bundle of minutes and a core set of call
features, such as caller identification and voicemail.

- 4 -

---

We plan to complement the above Arvana services by providing
long distance/international telephone calling cards which are prepaid and
provide access to our digital network locally from any landline phone, cell
phone or payphone. Arvana expects to provide businesses with branded calling
cards for promotions as well as corporate cards for employees who travel,
enabling them to minimize the cost of long distance calling.

IP Horizon LLC is Arvanas technology and termination partner
and a significant shareholder. IP Horizon is controlled by Draper Holdings
Business Trust. IP Horizon has expertise in carrier-class digital telephony
systems, provides comprehensive management/billing software, a high capacity
calling card management system and contributed hardware and software to Arvana.
IP Horizon is also able to provide competitive international call termination
rates.

Acquisition of BCH Beheer and Hallotel

On August 9, 2006, we entered into a share purchase agreement
with Brulex  Consultadoria Economica E Marketing Ltda. (Brulex) and Hallotel
whereby we agreed to acquire Hallotel through the acquisition of all of the
outstanding shares of BCH Beheer from Brulex. We completed this transaction on
August 23, 2006 and we paid to Brulex the following consideration for the
purchase:

- the issuance of 3,541,700 shares of our common stock;
- the payment of 500,000 Euros in cash (equivalent to $639,700 based on an
  exchange rate of $1.00 per 0.78 Euros); and
- the issuance of a promissory note in the amount of 250,000 Euros
  (equivalent to $[319,850] based on an exchange rate of $1.00 per 0.78 Euros).

Business of Hallotel

Hallotel, a company based in Frankfurt, Germany, was organized
under the laws of Germany in August, 2000 and is a telecommunications service
provider focused on the provision of long distance telephone calls between
Germany, Austria, Switzerland and Turkey. Hallotels switching facilities and
agreements with the incumbent carriers enable its customers to call between
cities within Germany and to international destinations. Hallotels marketing
efforts and rate structures are designed to be attractive to those customers
that are likely to call frequently between countries and specifically between
Germany, Russia and Turkey. As an example, Hallotel focuses on generating
revenues by marketing to members of the Turkish community living in Germany who
make frequent calls to their families and friends in Turkey.

The services provided by Hallotel are comprised primarily of
the following:

Carrier Pre-Select:

Carrier Pre-Select (CPS) is a service
that allows the customer to route their outgoing calls using Hallotels network.
There is no installation or programming of equipment required and the customer
does not have to dial a code to activate the service. CPS gives the customer
access to competitive call rates because Hallotel is free to negotiate wholesale
deals with different network providers and to make use of cost effective VoIP
technology and the Internet whenever appropriate.

Call By Call
Pre-Select:

- 5 -

---

Call by call pre-select service is
provided in essentially the same manner as CPS described above, except that the
customer does not need to authorize the change of long distance access to one of
Hallotels carrier partners. Call by call pre-select allows the customer to
choose Hallotels long distance service and benefit from competitive rates at
any time and for any particular call and the customer can choose on a call by
call basis. The customer initially establishes an account with Hallotel and may
then make long distance calls at any time by using a pre-select code ahead of
all routing and called-party numbers.

Wholesale Carrier
Services:

Hallotel has established agreements
with certain other telecommunications service providers whereby Hallotel will
accept long distance telephone traffic from these wholesale carriers and provide
terminations in Germany and Turkey.

Calling Cards:

Hallotel is in the process of producing
calling cards to be distributed to a network of resellers in Austria and
Germany. A calling card user can call a toll free number to make long distance
calls to destinations throughout the world. Hallotel markets these cards with
promotional offers and calling rates that are particularly attractive for those
customers that call Turkey frequently and who are looking for reliability,
quality and competitive pricing. All such calling cards are prepaid.

Arvana in Brazil

In August 2005, we completed a transaction whereby we acquired
all of the issued and outstanding shares of Arvana Networks Inc. (Arvana
Networks). Arvana Networks is a company incorporated in Barbados that wholly
owns Arvana Participações, a company incorporated in Brazil (Arvana Par).
Arvana Pars business activities to date have been directed towards development
of an Internet telephone services business to be located in Rio de Janeiro, Sao
Paulo and other major cities in Brazil. Later in 2005, we entered into an
investment agreement with a local associate for the development of Internet
telephone services in Brazil. This business was planned to be carried out by
Arvana Comunicações do Brasil S. A. (Arvana Com), a Brazilian company intended
to be 75% owned by Arvana Par and 25% owned by Gloinfo 500 Soluções EM
Telemática Ltda. (Gloinfo). Gloinfo was planned to be our local associate in
Brazil.

This business did not develop in accord with our plan or
expectations and we decided to withdraw from the telecommunications market in
Brazil. We have since terminated our agreement with Gloinfo, as discussed
below.

In October 2005, Arvana Com applied for a SCM (Serviço de
Comunicação Multimídia) license from ANATEL (Agência Nacional de
Telecomunicações), the Brazilian government regulatory authority that is
responsible for regulating telecommunications activities in Brazil. ANATEL
approved the SCM license during 2006 but with the requirement for the Company to
submit a technical implementation plan. In accordance with the Companys
decision to withdraw from business activities in Brazil, the SCM license was
declined by Arvana Com and the license application process was terminated.

Based on our experience and our analysis of the highly
competitive market and the adverse regulatory and tax environment in Brazil, we
have decided to end our activities in Brazil for the foreseeable future.

Termination of the Investment Agreement in Brazil

We, Arvana Networks and Arvana Par entered into an investment
agreement dated October 6, 2005 (the Investment Agreement) with Gloinfo and
Paulo Messina, an unrelated party. Arvana Par is a wholly

- 6 -

---

owned subsidiary of Arvana Networks. Gloinfo is a Brazilian
limited company that is controlled by Mr. Messina.

The Investment Agreement provided for subscription for the
capital stock of Arvana Com by each of Arvana Par and Gloinfo. Arvana Com is a
Brazilian corporation that was formed to carry out a VOIP business in Brazil as
a jointly owned venture between Arvana Par and Gloinfo. As a result of the
initial closing under the Investment Agreement on October 6, 2005, Arvana Par
owned 75% of Arvana Com and Gloinfo owned 25%.

During the first quarter of fiscal 2006, our management entered
into negotiations with the principals of Gloinfo with the intention of
terminating the Investment Agreement by mutual agreement. We have completed
these negotiations and on October 31, 2006 signed a definitive agreement with
Gloinfo pursuant to which the Investment Agreement has been terminated. The main
terms of the termination of the Investment Agreement that have been agreed to by
Gloinfo are as follows:

|(a) | The terms of the Investment Agreement will be cancelled
      and Gloinfo will transfer its 25% ownership to Arvana Par.                                                                                                                         
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                  
|(b) | The customers that were to be transferred to Arvana Com
      following the final closing will remain with Gloinfo.                                                                                                                              
|    |                                                                                                                                                                                                                                                  
|(c) | The employees that were to be transferred following the
      final closing will remain with Gloinfo.                                                                                                                                            
|    |                                                                                                                                                                                                                                                  
|(d) | Employees that were hired into the project were
      terminated and the termination costs were shared 75% by Arvana Com and 25%
      by Gloinfo.                                                                                               
|    |                                                                                                                                                                                                                                                  
|(e) | Arvana Com will obtain the Televoz branding and the
      website associated with this product from Gloinfo.                                                                                                                                   
|    |                                                                                                                                                                                                                                                  
|(f) | Arvana Com will retain ownership and operating control of
      the technology platform currently used by Gloinfo to service their
      customers. Gloinfo will purchase and install a new technology platform
      prior to February 28, 2007.

Plan of Operations

Our present plan of operation for the next twelve months is to
focus on continuing and expanding the business of Hallotel. Since completion of
the acquisition of Hallotel, we have been working with the management of
Hallotel in order to develop and define our plan of operations for Hallotel.
This process will include the preparation of an annual budget for fiscal 2007
that will be presented to our board of directors for their evaluation and
approval

We anticipate that this plan of operations may include the
following objectives, subject to our achieving additional financing:

- Arvana Networks plans to complete a current research and development
  program which is anticipated to include advancements in our SIP-based Internet
  Telephony Service Provider (ITSP) call platform c/w VOIP Gateways and SS7
  signalling translation; a Dedicated Calling Card Platform; a Billing System
  for the ITSP platform (includes signup, customer bill presentment, and
  real-time call authorization and balance tracking); and an associated
  Accounting System into which data is fed from the Calling Card Platform, the
  Billing System, and other subsystems. These research and development
  activities will involve Arvana Networks technical staff centered in
  Annapolis, Maryland, working together with the technical staff of Hallotel in
  Germany.

- 7 -

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- We plan to investigate other opportunities for establishing connections
  with other countries such as Pakistan, the United Arab Emirates etc.
- Hallotel will continue to maintain its carrier pre-select business as it is
  successful. We do not anticipate large growth in this area. The focus will be
  on an offering of DSL (Digital Subscriber Line) and VOIP.
- Hallotel has installed a SIP platform along with the billing system in
  order to provide VOIP service. We are working on setting the parameters,
  tariffs and criteria for this service. The VOIP product is expected to be
  bundled with a DSL service, the provision of which will provided by a third
  party. Management expects to market this service throughout Germany and
  Western Europe using the same channels of call centres and agents that it uses
  for its carrier pre-select business.

As discussed further below, we are presently not able to
achieve our plan of operations without additional financing. Our board of
directors will also consider how to allocate any new financing that we achieve
between our plan of operations for Arvana Networks and expansion of the Hallotel
business. The evaluation may result in a determination to significantly scale
back our plan of operations for Arvana Networks and our Internet telephony
business.

We anticipate spending approximately $3,000,000 to $4,000,000
to proceed with our plan of operations over the next twelve months. We had cash
in the amount of $290,523 and a working capital deficit of $1,397,479 as of
September 30, 2006. This deficit includes the balance payable for the BCH Beheer
transaction. Based on our planned expenditures, we will require a minimum of
$3,000,000 in additional financing. Also, we anticipate that we will require
additional financing in order to pursue development of partnerships and
opportunities in Internet telephony that are over and above our plans for Europe
and other countries.

If we achieve less than the full amount of financing that we
require, we will scale back our development and expansion plans based on our
available financial resources.

We believe that debt financing will not be an alternative for
funding additional phases of our business development as we do not have tangible
assets to secure any debt financing. We anticipate that additional funding will
be in the form of equity financing from the sale of our common stock. However,
we do not have any financing arranged and we cannot provide investors with firm
assurance that we will be able to raise sufficient funding from the sale of our
common stock to fund our plan of operations.

Additional Acquisitions and New Business Opportunities

We plan to consider and evaluate prospective acquisitions and
new business opportunities in the Internet telephony businesses which would
offer us the ability to deploy Internet telephone solutions and develop and
expand our customer base and business. We anticipate that our determination to
pursue any prospective acquisitions or new business opportunities will be
contingent upon our achieving additional financing, of which there is no
assurance.

Presentation of Financial Information

Our financial statements included the consolidated accounts of
our subsidiaries, namely Hallotel, BCH Beheer, Arvana Networks, Arvana Par and
Arvana Com.

We completed the acquisition of Hallotel effective August 23,
2006. Our statements of operations and statements of cash flows include the
consolidation of BCH Beheer, the holding company for Hallotel, and

- 8 -

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Hallotel effective as of August 23, 2006. Our results of
operations presented below for periods prior to August 23, 2006 do not include
the results of operations of BCH Beheer or Hallotel.

Results of Operations

Our results of operations for the nine month periods ended
September 30, 2006 and 2005 are summarized below. We commenced with our plans to
enter into the Internet telephony business in March 2005. As a result, we had
limited operating results in the first nine months of 2005. The following table
provides a summary of our financial results for the periods indicated:

Three
      months ended September 30,
      2006
    Three
      months ended September 30,
      2005
    Nine monthsended September 30, 2006
    **Nine
      months** ended September 30, 2005
    Cumulative Amounts from
      the beginning of the development
      stage on January 1, 2005 to
      September 30, 2006Sales
    $751,223
    $Nil
    $751,223
    $Nil
    $751,223Cost of Sales
    $(647,792)
    $Nil
    $(647,792)
    $Nil
    $(647,792)Gross Profit
    $103,431
    $Nil
    $103,431
    $Nil
    $103,431Selling and promotion
    $37,886
    $Nil
    $37,886
    $Nil
    $37,886Administration
    $306,921
    $315,965
    $836,240
    $408,041
    $1,796,815Research and Development
    $40,384
    $15,834
    117,886
    $15,834
    $170,720Depreciation
    $5,818
    $35
    $5,968
    $35
    $6,168Stock Based Compensation
    $Nil
    $1,869,944
    $1,424,000
    $7,569,944
    $9,656,540Loss on acquisition of Arvana Networks and
      Arvana Com
    $Nil
    $7,246,459
    $Nil
    $7,246,459
    $7,246,459Other Income and Expenses
    $30,645
    $Nil
    $30,645
    $Nil
    $30,645Net Loss for the Period
    $2,285,014
    $9,448,237
    $2,285,014
    $15,240,313
    $18,777,622


- 9 -

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Revenues and Cost of Sales

With the acquisition of Hallotel on August 23, 2006, we are now
in a position to report revenues to the end of the third quarter of 2006.
Revenues for the 38 day period were $751,223 and gross profit for the same 38
day period was $103,431. Hallotel receives revenues from its carrier and call by
call pre-select customers as well as its wholesale carrier business. At present
there are more than 16,000 carrier preselect customers. Cost of sales represents
the cost of terminations for the both the pre-select and wholesale carrier
business. Cost of sales was $647,792 for the 38 day period or 86% of
revenues.

Sales and promotion

Selling and promotional costs were $37,886 and relates to
activity in Hallotel for the 38 day period from the acquisition on August 23,
2006. This relates mostly to commissions paid to agents and call centres.

Administration Expenses

During the three-month period ended September 30, 2006, we had
administration expenses of $306,921 compared with $315,965 for the same
three-month period in 2005. The costs in both quarters were for costs associated
with the management, directors fees, legal fees, and consulting services.

Administration expenses for the nine-month period ended
September 30 2006, were $836,240 compared to $408,041 for the same period last
year. Administration expenses in the nine months ended September 30, 2005 were
for investigation and analysis of the Brazilian proposal and operations and were
not significant at the beginning of the year. For the nine-month period ended
September 30, 2006, these expenses related to directors fees, legal, audit,
consulting fees, travel expenses, office services and rent.

Research and Development/Technical Operations

Our research and development expenses and technical operations
expenses were attributable to the costs of our chief technology officer and our
network architect. These individuals are responsible for specifying and
overseeing the implementation and management of our technology and hardware
platform.

For the three-month period ending September 30, 2006, research
and development expenses were $40,384 and $15,834 for the same three-month
period in 2005. Our chief technology officer did not start with us until mid
2005.

Research and development expenses for the nine months ended
September 30, 2006 were $117,886 and were $15,834 for the same period last year.
Again, our chief technology officer started with us in mid 2005 and the network
architect was employed part time until December 2005. His full salary is
reflected in the 2006 results.

Stock-based Compensation

On June 5, 2006, our board of directors approved a 2006 Stock
Option plan and granted options to various members of our company and certain
subsidiaries. The options granted vest over a three-year period and have an
exercise price of $1.25. As a result, we recorded a stock based compensation
expense for the nine month period ended in September 30, 2006 in the amount of
$1,424,000. There were no options granted or stock compensation expense recorded
in the third quarter.

We recorded stock compensation expense in the amount of
$8,232,540 during fiscal 2005. This stock compensation expense reflects the
value of shares issued to that date by us by means of certain private placements
at a lower than quoted market price at the time of closing. The difference
between the trading price and the cash proceeds has been included in stock-based
compensation. Of this amount, $752,400

- 10 -

---

was attributable to the issue of 330,000 shares as finders
fees relating to the Arvana Networks transaction and the introduction to IP
Horizons LLC. The balance of the stock compensation expense was attributable to
private placements completed by us.

Loss on the acquisition of Arvana Networks

The loss on the acquisition of Arvana Networks expense of
$7,013,310, recorded in fiscal 2005, was attributable to the excess of the
purchase price over the fair market value of the assets acquired and liabilities
assumed. Assets acquired included $5,800 in cash and $131,747 in other assets
acquired and liabilities in the amount of $310,857.

Loss on acquisition of Arvana Comunicações

The loss on the acquisition of Arvana Comunicações recorded in
fiscal 2005 in the amount of $233,149 was a result of the development costs of
our VOIP project in Brazil. This amount represents legal, accounting, consulting
and other start-up fees.

Other Income and expenses

We recorded $30,645 in other income for the three and
nine-month periods ended September 30, 2006. The other income was a prior period
adjustment in Hallotel.

Net Loss for the Period

We incurred a net loss of $254,043 or $0.02 per share for the
three-month period ended September 30, 2006 versus a loss of $9,448,237 or $0.86
per share for the same three-month period of fiscal 2005. We incurred a net loss
of $2,285,014 or $0.16 per share for the first nine months of fiscal 2006
compared to a loss of $15,240,313 or $1.66 per share for same nine-month period
of fiscal 2005. The decline in our losses during fiscal 2006 compared to fiscal
2005 were due to the acquisition costs of Arvana Networks and Arvana Com and
stock-based compensation expense that were recorded in fiscal 2005.

Liquidity and Capital Resources

As of September 30, 2006, we had cash of $290,523 and a working
capital deficit of $1,397,479. This compares to cash of $836,064 and working
capital of $584,626 as of December 31, 2005. The decrease in cash and working
capital is a result of expenditures during the nine months of fiscal 2006, as
discussed above. We require additional financing in order to carry out our
business objectives. Our working capital deficit includes the balance payable
for the BCH Beheer transaction.

Plan of Operations

We estimate that our total expenditures over the next twelve
months will be at least $3,000,000, as discussed above under the heading Plan
of Operations, which amount includes projected administration costs. We
anticipate that we will require a minimum of approximately $3,000,000 in
additional financing to proceed with our plan of operations over the next twelve
months. In addition, we anticipate that we will require additional financing in
order to pursue the acquisition of any opportunities in the VOIP business beyond
the specific opportunities that are outlined above. If we are unable to achieve
the necessary additional financing, then we plan to reduce the amounts that we
spend on the development of our business opportunities and our administrative
expenses in order to be within the amount of capital resources that are
available to us.

- 11 -

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Cash Used in Operating Activities

We used cash in operations in the amount of $818,016 during the
first nine months of 2006 and $252,915 during the same nine month period in
2005. Cash used in operations was attributable primarily to administration,
legal, audit and research and development expenses incurred with the
commencement of our business of the development of VOIP telephone services.

Cash Used in Investing Activities

We acquired software in the amount of $100,295 during the first
nine months of fiscal 2006. In 2005 for this same period, there were no
investing activities. In the first quarter of 2006, we purchased software that
allows customers to access VOIP service through their computers and in the
second quarter, we purchased a billing system and control software package. In
the third quarter, we purchased additional software for the SIP platform.

Cash used in investing activities during the first nine months
of fiscal 2006 totalled $634,336 and included $639,700 advanced in connection
with our acquisition of BCH Beheer and Hallotel.

Cash Flows from Financing Activities

During the quarter and for the nine-month period ended
September 30, 2006, we received proceeds of $731,400 in advance of a private
placement that we completed in October 2006. We reclassified a related party
loan in the amount of $31,678 during first quarter of fiscal 2006 due to a
person who is no longer a shareholder in Arvana Comunicações. This amount is now
classified in accounts payable. In the second quarter, we increased our payables
due to related parties as we have limited funds and are accruing amounts due to
some employees, directors and contractors.

During the first nine months of 2005, we completed private
placements of our stock for proceeds of $1,626,000, received stock subscriptions
of $200,000 in advance of a private placement and repaid $250,629 to related
parties.

Going Concern

We have not attained profitable operations and we are dependent
upon obtaining financing to purse our plan of operations. As a result, our
auditors have expressed substantial doubt about our Companys ability to
continue as a going concern in their report relating to our audited consolidated
financial statements contained in our annual report on Form 10-KSB for the year
ended December 31, 2005.

Future Financings

We anticipate continuing to rely on equity sales of our shares
of common stock in order to continue to fund our business operations and pursue
our plan of operations. There is no assurance that we will achieve any
additional sales of our equity securities or arrange for debt or other financing
to fund our plan of operations.

Off-Balance Sheet Arrangements

We have no 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 is material to
stockholders.

- 12 -

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Development Stage Company

We are presently in the development stage of our business. With
the acquisition of Hallotel in August, we are now reporting revenues however we
require substantial additional financing in order to continue with our plan of
operations. Our ability to continue as a going concern is dependent upon our
ability to obtain additional financing.

Critical Accounting Policies

Basis of Presentation

We are currently in the development stage and present our
financial statements in accordance with Statement of Financial Accounting
Standard (SFAS) No. 7, Accounting and Reporting by Development Stage
Enterprises.

Foreign currency translation and transactions

Our functional currency is the United States dollar.

The Company uses the temporal method when translating the
Brazilian subsidiary operations. Long-term assets and liabilities denominated in
a foreign currency are translated into US dollars at the exchange rate in effect
on the transaction date. Revenue and expenses are translated at the average
rates of exchange prevailing during the periods. The cumulative effects of these
translation adjustments were included in administration expenses as they were
insignificant.

The Company uses the current rate method when translating the
German subsidiary operations. All assets and liabilities denominated in a
foreign currency are translated into US dollars at the exchange rate in effect
on the balance sheet date. Revenue and expenses are translated at the average
rates of exchange prevailing during the periods. The cumulative effects of these
translation adjustments are presented as a component of comprehensive income.

Transactions conducted in currencies other than the respective
functional currency of the Company are recorded using the exchange rate in
effect on the transaction date. At the period end, monetary assets and
liabilities are translated to the functional currency of each entity using the
exchange rate in effect at the period end date. Transaction gains and losses are
recorded in the foreign exchange gain or loss in administration expenses as they
were insignificant.

Stock Compensation Expense

Where the fair value of equity instruments issued in connection
  with the provision of goods or services or the issuance of share capital is
  more reliably measurable than the fair value of the consideration received,
  the transaction is accounted for based on the fair value of the equity instruments
  issued and the difference between the fair value and recorded value of the transaction
  is recorded as stock-based compensation expense.

Item
3.               
Controls and Procedures

As required by Rule 13a-15 under the Securities Exchange Act of
1934 (the Exchange Act), we carried out an evaluation of the effectiveness of
the design and operation of our disclosure controls and procedures as of
September 30, 2006, being the date of our most recently completed quarter. This
evaluation was carried out under the supervision and with the participation of
our Chief Executive

- 13 -

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Officer, Mr. Michael Jervis, and our Chief Financial Officer,
Mr. Leonard Gordon. Based upon that evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and
procedures are effective to ensure that information required to be disclosed by
us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified by the
rules and forms of the Securities and Exchange Commission (the SEC).

Disclosure controls and procedures are controls and other
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act is recorded, processed,
summarized and reported, within the time periods specified in the SECs rules
and forms. Disclosure controls and procedures include, without limitation,
controls and procedures designed to ensure that information required to be
disclosed in our reports filed under the Exchange Act is accumulated and
communicated to management, including our Chief Executive Officer and our Chief
Financial Officer, to allow timely decisions regarding required disclosure.

During the fiscal quarter ended September 30, 2006, there were
no changes in our internal control over financial reporting that have materially
affected, or are reasonably likely to affect, our internal control over
financial reporting during the quarter ended September 30, 2006.

The term internal control over financial reporting is defined
as a process designed by, or under the supervision of, the registrants
principal executive and principal financial officers, or persons performing
similar functions, and effected by the registrants board of directors,
management and other personnel, 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 and includes those policies and procedures that:

|(a) | Pertain to the maintenance of records that in reasonable
      detail accurately and fairly reflect the transactions and dispositions of
      the assets of the registrant;                                                                                                                                                                                                   
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(b) | Provide reasonable assurance that transactions are
      recorded as necessary to permit preparation of financial statements in
      accordance with generally accepted accounting principles, and that
      receipts and expenditures of the registrant are being made only in
      accordance with authorizations of management and directors of the
      registrant; and
|    |                                                                                                                                                                                                                                                                                                                                                                                
|(c) | Provide reasonable assurance regarding prevention or
      timely detection of unauthorized acquisition, use or disposition of the
      registrants assets that could have a material effect on the financial
      statements.                                                                                                                                              

- 14 -

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PART II

Item
1.               
Legal Proceedings.

We currently are not a party to any material legal proceedings
  and to our knowledge, no such proceedings are threatened or contemplated.

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

Pursuant to the terms and conditions of the share purchase
agreement for the acquisition of BCH Beheer and Hallotel, we issued 3,541,700
shares of our common stock to BrulexConsultadoria Economica E Marketing Ltda.
(Brulex) on August 23, 2006. These shares were issued as part of the
consideration for the acquisition in reliance on Rule 903 of Regulation S under
the Securities Act of 1933, as amended (the Act) on the basis that Brulex is
not a U.S. person and the sale of the shares was completed in an offshore
transaction, each within the meaning of Regulation S. These shares have not
been registered under the Act and may not be offered or sold in the United
States absent such registration or exemption therefrom.

Subsequent to September 30, 2006, we completed a private
placement with three investors of 2,625,000 shares of our common stock at a
price of US$0.40 per share for total proceeds of US$1,050,000 on October 31,
2006. A commission of US$73,500 was paid in connection with the private
placement transaction. We completed the offering of the shares pursuant to Rule
903 of Regulation S of the Act on the basis that the sale of the shares was
completed in an offshore transaction, as defined in Rule 902(h) of Regulation
S. We did not engage in any directed selling efforts, as defined in Regulation
S, in the United States in connection with the sale of the shares. Each investor
represented to us that the investor was not a U.S. person, as defined in
Regulation S, and was not acquiring the shares for the account or benefit of a
U.S. person. The subscription agreement executed between us and the investor
included statements that the securities had not been registered pursuant to the
Act and that the securities may not be offered or sold in the United States
unless the securities are registered under the Act or pursuant to an exemption
from the Act. The investor agreed by execution of the subscription agreement for
the shares: (i) to resell the securities purchased only in accordance with the
provisions of Regulation S, pursuant to registration under the Act or pursuant
to an exemption from registration under the Act; (ii) that we are required to
refuse to register any sale of the securities purchased unless the transfer is
in accordance with the provisions of Regulation S, pursuant to registration
under the Act or pursuant to an exemption from registration under the Act; and
(iii) not to engage in hedging transactions with regards to the securities
purchased unless in compliance with the Act. All securities issued were endorsed
with a restrictive legend confirming that the securities had been issued
pursuant to Regulation S of the Act and could not be resold without registration
under the Act or an applicable exemption from the registration requirements of
the Act.

Item
3.               
Defaults Upon Senior Securities

None.

Item
4.               
Submission of Matters to a Vote of Security Holders

No matters were submitted to a vote of our security holders
during the three month period ended September 30, 2006.

Item
5.               
Other Information

None.

- 15 -

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Item
6.               
Exhibits

The following exhibits are included with this Quarterly Report
on Form 10-QSB:

Exhibit Number
      Description of Exhibit3.1
      Articles of Incorporation(1)3.2
      Bylaws, as amended(1)10.1
      Agreement and Plan of Reorganization
          between the Company, Arvana Networks, Inc. and the Shareholders of Arvana
          Networks, Inc. dated August 18, 2005(2)10.2
      Investment Agreement dated
          October 6, 2006 between the Company, Arvana Networks, Inc., Arvana Participações
          S.A., Gloinfo 500 Soluções EM Telemática Ltda. and Paulo
          Messina (3)10.3
      Amendment to Investment Agreement
          signed October 6, 2005 and dated October 4, 2005 between the Company,
          Arvana Networks, Inc., Arvana Participações S.A., Gloinfo
          500 Soluções EM Telemática Ltda. and Paulo Messina(3)10.4
      Share Purchase Agreement dated
          August 9, 2006 among Brulex-Consultadoria Economica E Marketing Ltda,
          Turinco Inc. and Hallotel Deutschland GmbH (5)10.5
      Termination Agreement between
          Arvana Inc., Gloinfo 500 Soluções EM Telemática Ltda.,
          Paulo Santos Messina and Lucia Sangiacomo Messina, Arvana Participações
          S.A., Arvana Comunicações do Brasil S. A. and Arvana Networks
          Inc. dated October 31, 2006. (6)14.1
      Code of Ethics (4)31.1
      Certification
          of Chief Executive Officer pursuant to Rule 13a-14(a) of the Exchange
          Act (7)31.2
      Certification
          of Chief Financial Officer pursuant to Rule 13a-14(a) of the Exchange
          Act (7)32.1
      Certification
          of Chief Executive Officer pursuant to Rule 13a-14(b) of the Exchange
          Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002 (7)32.2
      Certification
          of Chief Financial Officer pursuant to Rule 13a-14(b) of the Exchange
          Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of
          the Sarbanes-Oxley Act of 2002 (7)


|(1) | Previously filed with the SEC as an exhibit to the
      Companys registration statement on Form 10- SB filed with the SEC on May
      24, 2000.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                   
|(2) | Previously filed with the SEC as an exhibit to the
      Companys Current Report on Form 8-K filed with the SEC on August 19,
      2005.        

- 16 -

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|(3) | Previously filed with the SEC as an exhibit to the
      Companys Quarterly Report on Form 10-QSB filed with the SEC on December
      14, 2005.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                  
|(4) | Previously filed with the SEC as an exhibit to the
      Companys Annual Report on Form 10-KSB filed with the SEC on March 31,
      2006.      
|    |                                                                                                                                                  
|(5) | Previously filed with the SEC as an exhibit to the
      Companys Current Report on Form 8-K filed with the SEC on August 15,
      2006.       
|    |                                                                                                                                                  
|(6) | Previously filed with the SEC as an exhibit to the
      Companys Current Report on Form 8-K filed with the SEC on August 15,
      2006.       
|    |                                                                                                                                                  
|(7) | Filed as an exhibit to this Quarterly Report on Form
      10-QSB.                                                                               

- 17 -

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SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.

|      | ARVANA INC.                                                 | 
|----- | ----------------------------------------------------------- | 
|      |                                                             | 
|      |                                                             | 
|By:   | /s/ Michael Jervis                                          | 
|      | Michael Jervis, President and
      Chief Executive Officer | 
|      |                                                             | 
|Date: | November 14, 2006                                           | 

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