UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-QSB/A





(x )QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934



For the quarterly period ended June 30, 2005



(  )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934



For the transition period from  to

Commission File number 000-30695



TURINCO,  INC.

(Exact name of registrant as specified in charter)



Nevada                                                                               87-0618509

(State or other jurisdiction of                                                       (I.R.S. Employer

incorporation or organization)                                                      Identification No.)



1981 East  Murray  Holiday  Road, Salt Lake City, Utah            84117

(Address of principal executive offices)                            (Zip Code)



801-272-9294

Registrants telephone number, including area code



___________________________________________

(Former name, former address, and former fiscal year, if changed since last report.)



Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports),  Yes [x ]  No [  ] and (2) has been subject to such filing requirements for the past 90 days.  Yes [x ]   No  [  ]



APPLICABLE ONLY TO CORPORATE ISSUERS:



Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the last practicable date



Class                                                        Outstanding as of June 30, 2005

Common  Stock, $0.001                                                           9,903,000







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INDEX



Page

Number

PART I.





ITEM 1.

Financial Statements (unaudited)

3



Balance Sheets

4

June 30, 2005 and December 31, 2004



Statements of Operations

For the three and six months ended June 30, 2005 and 2004

5

and the period June 16, 1977 to June 30, 2005



Changes in Stockholders Equity

6



Statements of Cash Flows

For six months ended June 30, 2005 and 2004

7

and the period June 16, 1977  to June 30, 2005



Notes to Financial Statements

8



ITEM 2.

Plan of Operations

11



ITEM 3.

Controls and Procedures

11



PART II.



ITEM 2.

Unregistered Sales of Equity Securities

12



ITEM 6.

Exhibits and Reports on Form 8-K

13



Signatures

14





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PART I - FINANCIAL INFORMATION







ITEM 1. FINANCIAL STATEMENTS









The accompanying balance sheets of Turinco, Inc.  ( development stage company)  at June 30, 2005 and December 31, 2004, and the related  statements of operations, and statements of cash flows, for the three and six months ended June 30, 2005 and 2004 and the period June 16, 1977  to June 30, 2005,  have been prepared by the Companys management in conformity with accounting principles generally accepted in the United States of America.  In the opinion of management, all adjustments considered necessary for a fair presentation of the results of operations and financial position have been included and all such adjustments are of a normal recurring nature.



Operating  results for the quarter ended June 30, 2005, are not necessarily indicative of the results that can be expected for the year ending December 31, 2005.





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TURINCO, INC.

(Development Stage Company)

BALANCE SHEETS

June 30, 2005 and December 31, 2004





(unaudited)

Jun 30,

Dec 31,

2005

2004

ASSETS

CURRENT ASSETS



Cash

$ 563,776

$ 1,232



Total Current Assets

563,776

1,232



INTERCOMPANY ADVANCES

216,527

-



$780,303

$ 1,232



LIABILITIES AND STOCKHOLDERS EQUITY

CURRENT LIABILITIES



Accounts payable

$ 7,747

$      -



Total Current Liabilities

7,747

-



STOCKHOLDERS EQUITY



Common stock

100,000,000 shares authorized at $0.001 par value;

9,903,000 shares issued and outstanding June 30, 2005

9,903

8,253

Capital in excess of par value

387,560

88,310

Stock subscriptions received

562,500

-

Deficit accumulated during the development stage

(187,407)

(95,331)



Total Stockholders Equity

772,556

1,232



$ 780,303

$1,232









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



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TURINCO, INC.

(Development Stage Company)

STATEMENTS OF OPERATIONS unaudited

For the Three and Six Months Ended June 30, 2005, and 2004

and the Period June 16, 1977 (Date of Inception) to June 30, 2005

___________________________________________________________________________________________





Three Months

Six Months

Jun 30,

Jun 30,

Jun 30,

Jun 30,        Jun 16,1977 to

2005

2004

2005

2004

Jun 30, 2005



REVENUES

$     -

$      -

$    -

$   -

$    -



EXPENSES



Administrative

89,955

562

92,076

3,037

187,407





NET PROFIT (LOSS)

(89,955)

(562)

(92,076)

(3,037)

(187,407)



NET LOSS PER COMMON

SHARE



Basic and diluted

$  (.01)

$       -

$  (.01)

$     -



AVERAGE  OUTSTANDING

SHARES  stated in 000s



Basic

8,403

7,893

9,153

8,073









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



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TURINCO, INC.

(Development Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

_________________________________________________________________________________________



Capital in



Common Stock

Excess of

Accumulated

Shares

Amount

Par Value

Deficit



Balance December 31, 2002

7,218,000

7,218

80,228

(87,446)



Issuance of common stock for cash-

December 2003

315,000

315

1,785

-

Contributions to capital-expenses

-

-

3,017



Net operating loss for the year ended

December 31, 2003

-

-

-

(3,650)



______

_______

_______

_______

Balance December 31, 2003

7,533,000

7,533

85,030

(91,096)



Issuance of common stock for cash-

April 2004

720,000

720

3,280

-

Net operating loss for the year ended

December 31, 2004

-

-

-

(4,235)

______

______

______

______

Balance December 31, 2004-audited

8,253,000

8,253

88,310

(95,331)







Return and cancellation of common

stock

(1,350,000)

(1,350)

2,250

-

Issuance of common stock for cash-

May 2005

3,000,000

3,000

297,000

-

Net operating loss for six months

ended June 30, 2005



-                 -              -

(92,076)



Balance June 30, 2005- unaudited

9,903,000

$ 9,903

$ 387,560

$ (187,407)















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



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TURINCO, INC.

(Development Stage Company)

STATEMENTS OF CASH FLOWS -unaudited

For the Six Months Ended June 30, 2005,  and 2004

and the Period June 16, 1977 (Date  of  Inception) to June 30, 2005

__________________________________________________________________________________________



Jun 16, 1977

Jun 30,

Jun 30,

to Jun 30

2005

2004

2005

CASH FLOWS FROM

OPERATING ACTIVITIES



Net Loss

$ (92,076)

$ (3,037)

$(187,407)



Adjustments to reconcile net loss to

net cash provided by operating activities



Contributions to capital expenses

-

-

13,463

Issuance of common stock for services

-

-

19,500

Changes in advance deposits

-

(1,750)

-

Change in accounts payable

7,746

154

7,746



_______

______

_______

Net Cash Used in Operations

(84,330)

(4,633)

(146,698)



CASH FLOWS FROM INVESTING

ACTIVITIES



Intercompany advances

(216,526)

-

(216,526)



CASH FLOWS FROM FINANCING

ACTIVITIES



Contributions to capital

900

-

900

Stock subscriptions received

562,500

-

562,500

Proceeds from issuance of common stock

300,000

4,000

363,600

863,400

4,000

927,000



Net Increase (Decrease) in Cash

562,544

(633)

563,776



Cash at Beginning of Period

1,232

1,467

-



Cash at End of Period

$   563,776

$   834

$  563,776









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



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TURINCO,  INC.

( Development Stage Company)

NOTES TO FINANCIAL STATEMENTS

June 30, 2005





1.

ORGANIZATION



The Company was incorporated under the laws of the State of Nevada on June 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.



The Company is in the development stage and has been engaged in the activity of seeking developmental mining properties however it became inactive after 1982.



2.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES



Accounting Methods



The Company recognizes income and expenses based on the accrual method of accounting.



Dividend Policy



The Company has not yet adopted a policy regarding payment of dividends.



Income Taxes



The Company utilizes the liability method of accounting for income taxes.  Under the liability method deferred tax assets and liabilities are determined based on the differences between financial reporting and the tax bases of the assets and liabilities and are measured using the enacted tax rates and laws that will be in effect, when the differences are expected to reverse.  An allowance against deferred tax assets is recorded, when it is more likely than not, that such tax benefits will not be realized.



On June 30, 2005, the Company had a net operating loss carry forward of $187,407. The income tax benefit of approximately $56,000 from the loss carry forward has been fully offset by a valuation reserve because the use of the future tax benefit is undeterminable since the Company has no operations. The net operating loss will expire in 2026.



Basic and Diluted Net Income (Loss) Per Share



Basic net income (loss) per share amounts is computed based on the weighted average number of shares actually outstanding. Diluted net income (loss) per share amounts are computed using the weighted average number of common shares and common equivalent shares outstanding as if shares had been issued on the exercise of any common or preferred share rights unless the exercise becomes anti-dilutive and then only the basic per share amounts are shown in the report.



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TURINCO, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2005





2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(continued)



Financial Instruments



The carrying amounts of financial instruments are considered by management to be their estimated fair value due to their short term maturities.



Financial and Concentrations Risk



The Company does not have any concentration or related financial credit risk.



Revenue Recognition



Revenue will be recognized on the sale and delivery of a product or the completion of a service provided.



Advertising and Market Development



The company will expense advertising and market development costs as incurred.



Estimates and Assumptions



Management uses estimates and assumptions in preparing financial statements in accordance with generally accepted accounting principles.  Those estimates and assumptions affect the reported amounts of the assets and liabilities, the disclosure of contingent assets and liabilities, and the reported revenues and expenses.  Actual results could vary from the estimates that were assumed in preparing these financial statements.



Recent Accounting Pronouncements



The Company does not expect that the adoption of other recent accounting pronouncements will have a material impact on its financial statements.



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TURINCO, INC.

(Development Stage Company)

NOTES TO FINANCIAL STATEMENTS (Continued)

June 30, 2005



___________________________________________________________________________________________



3. CAPITAL STOCK



During 2005 a former officer of the Company returned 1,350,000 post split common shares for cancellation

and the Company completed a forward stock split of nine shares for each outstanding share.  This report  has been prepared showing post split shares from inception.



During December 2003 the Company completed a private placement of 315,000 post split common shares for $2,100 and during April 2004 720,000 post split common shares for $4,000.



During May 2005 the Company completed a private placement of 3,000,000 common shares for $300,000.  As part of a private placement for the purchase of up to 2,000,000 shares of common stock, the Company has received $562,500 in initial stock subscriptions.



4.  PROPOSED ACQUISITION OF ALL OUTSTANDING STOCK OF ARVANA



During May, 2005, the Company signed a letter of intent to acquire all the outstanding stock of Arvana Networks, Inc, which is a managed voice service provider, incorporated in Barbados. Arvana has VOIP equipment and system software, and purchase agreements with two established companies providing telephone and IP services in Rio de Janeiro and Sao Paulo, Brazil.  Under the terms of the acquisition, the Company will issue 4.5 million common shares in exchange for all outstanding shares of Arvana with an anticipated closing in August 2005.



The Company has advanced Arvana Networks, Inc.  $216,527 in anticipation of completing the acquisition.



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______________________________________________________________________________________





ITEM 2.   PLAN OF OPERATIONS

______________________________________________________________________________________





The Companys management is seeking and intends to acquire interests in various business opportunities which, in the opinion of management, will provide a profit to the Company but it does not have the working capital to be successful in this effort. The Company has had discussions with various parties regarding acquisitions. However, no definitive agreement has been entered into with any party.



Continuation of the Company as a going concern is dependent upon obtaining the working capital necessary for its planned activity. The management of the Company has developed a strategy, which they believe can obtain the needed working capital through additional equity funding and long term debt which will enable the Company to continue operations for the coming year.



In May 2005, the Company announced that it has executed a letter of intent to acquire 100% of Arvana Networks, Inc. (Arvana) which is a managed voice services provider, dedicated to serving its partners with complete turnkey IP telephone solutions which enable fast deployment of voice services over existing data networks without requiring telephone expertise (VoiP).  Upon entry into a definitive agreement and completion of due diligence, the Company anticipates closing the acquisition by the end of August, 2005.



Results of Operations



Results of Operations for the three months ended June 30, 2005 and June 30, 2004



The Company has had no operations during this reporting period.



During the three month period ended June 30, 2005 the Company has expenses of $89,955 compared to expenses of $562 for the same period ended 2004.  Expenses increased during the three month period ended June 30, 2005 due to the activities associated with the potential Arvana acquisition and consisted of administrative, legal, travel and consulting fees.  Expenses for the same period in 2004 were minimum operating requirements.



Results of Operations for the six months ended June 30, 2005 and June 30, 2004



During the six month period ended June 30, 2005, the Company had expenses of $92,076 compared to expenses of $3,037 for the same period in 2004.  For the six months ended June 30, 2005, expenses consisted of $28,293 office costs, $5,063 in legal and accounting fees, $46,204 travel expense, consulting fees of $10,000 and filing/transfer agent fess in the amount of $2,515.



The Company incurred a net loss of $92,076 for the six month period ended June 30, 2005.



In May, 2005, the Company signed a letter of intent to acquire all the outstanding stock of Arvana Networks, Inc., which is a managed voice service provider.  Arvana has VoiP equipment and system software and purchase agreements with two established companies providing telephone and IP services in Brazil.  Under the terms of the acquisition, the Company intends to issue 4,500,000 restricted common shares in exchange for all the issued and outstanding shares of Arvana.  Subject to entry into a definitive agreement and completion of due diligence, the Company anticipates closing the acquisition in August, 2005.  In anticipation of the acquisition, the Company has advanced $216,527 to Arvana Networks, Inc.





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Liquidity and Capital Resources



As of June 30, 2005, the Company had assets of $780,303 consisting of $563,776 in cash and $216,527 in inter-company advances.  Total current liabilities as of June 30, 2005 were $7,747.  During the quarter ended June 30, 2005, the Company completed a private placement of 3,000,000 restricted common shares for $300,000 and received $562,500 in stock subscriptions as partial payment for the purchase of up to 2,000,000 shares of restricted common stock.  The proceeds from the private placement are being used for the Companys expenses associated with the potential acquisition of Arvana Networks, Inc.  The Company may need additional working capital to finance its planned activity.

_______________________________________________________________________________________





ITEM 3. CONTROLS AND PROCEDURES





Based on an evaluation as of the date of the end of the period covered by this Form 10-QSB, our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as required by Exchange Act Rule 13a-15.  Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were 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 SECs rules and forms.



Changes in Internal Controls



There were no significant changes in our internal controls over financial reporting that occurred during the quarter ended June 30, 2005 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



Limitations on the Effectiveness of Controls



We believe that a control system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the control system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.



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PART 2  OTHER INFORMATION



__________________________________________________________________________________________





ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES





On May 16, 2005, Turinco, Inc. closed a private placement of its common stock.  The Company sold 3,000,000 shares of its common stock, $.001 par value, for a total of $300,000 to 28 investors.  The shares were sold in a private transaction and the Company relied on an exemption from registration pursuant to Regulation S, Rules Governing Offers and Sales Made outside the United States without Registration under the Securities Act of 1933. No broker was involved and no commissions were paid in the transaction.



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_____________________________________________________________________________________________





ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K





(a) Exhibits



Exhibit 31.1

Rule 13a-14(a)/15d-14(a) Certification

.

Exhibit 31.2

Rule 13a-14(a)/15d-14(a) Certification



Exhibit 32.1

Certification by the Chief Executive Officer Relating to a Periodic Report Containing Financial Statements.*



Exhibit 32.2

Certification by the Chief Financial Officer Relating to a Periodic Report Containing Financial Statements.*



(b) Reports on Form 8-K.



On May 23, 2005, The Company filed an 8K covering the following matters:



ITEM 3.02  UNREGISTERED SALES OF EQUITY SECURITIES



On May 16, 2005, Turinco, Inc. closed a private placement of its common stock.  The Company sold 3,000,000 shares of its common stock, $.001 par value, for a total of $300,000 to 28 investors.  The shares were sold in a private transaction and the Company relied on an exemption from registration pursuant to Regulation S, Rules Governing Offers and Sales made outside the United States without Registration under the Securities Act of 1933. No broker was involved and no commissions were paid in the transaction.



ITEM 5.02 CHANGE OF DIRECTORS/PRINCIPAL OFFICERS



Effective May 20, 2005, Penney L. Smith has resigned as an officer and director of the Company for personal reasons. Sir John Baring, Bt, has been appointed a director of the Company and President and Secretary to fill the vacancy left by Ms. Smiths resignation.



* The Exhibit attached to this Form 10-Q shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934 (the Exchange Act) or otherwise subject to liability under that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.



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_____________________________________________________________________________________________







SIGNATURES

_____________________________________________________________________________________________







Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned there unto duly authorized.



Turinco, Inc.





Date:  August 31, 2005

S/Sir John Baring

Sir John Baring, President and CEO





Date:  August 31, 2005

S/Leonard G. Gordon

Leonard G. Gordon, Chief Financial Officer













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