---

UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
20549

FORM 10-Q

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

For the quarterly period ended June 30, 2009

[ ] TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE
ACT

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 large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company.

|Large accelerated filer [ ] | Accelerated filer [ ]        
|--------------------------- | -----------------------------
|Non-accelerated filer [ ]   | Smaller reporting company [X]

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

APPLICABLE ONLY TO CORPORATE ISSUERS

The number of outstanding shares of the Issuers common stock,
$0.001 par value per share, was 21,202,375 as of August 5, 2009.

---

PART I

ARVANA INC.

FORM 10-Q

For the Quarterly Period Ended June 30, 2009

INDEX

|PART I     | Financial Information                                                                       | 3 
|---------- | ------------------------------------------------------------------------------------------- | --
|Item 1.    | Financial Statements                                                                        | 3 
|Item 2.    | Managements Discussion and Analysis of Financial
      Condition and Results of Operations | 15
|Item 4T.   | Controls and Procedures                                                                     | 20
|           |                                                                                             |   
|PART II    | Other Information                                                                           | 22
|Item 1.    | Legal Proceedings                                                                           | 22
|Item 2.    | Unregistered Sales of Equity Securities and Use of Proceeds                                 | 22
|Item 3.    | Defaults Upon Senior Securities                                                             | 22
|Item 4.    | Submission of Matters to a Vote of Security Holders                                         | 22
|Item 5.    | Other Information                                                                           | 22
|Item 6.    | Exhibits                                                                                    | 22
|Signatures |                                                                                             | 24

---

|Item 1. | Financial Statements
|------- | --------------------

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

PageConsolidated Balance Sheets at June 30, 2009 and December
        31, 2008
      4Consolidated Statements of Operations for the three and six
        months ended June 30, 2009 and 2008
      5Consolidated Statements of Cash Flows for the six months ended
        June 30, 2009 and 2008
      6Consolidated Statement of Stockholders Equity for the six
        months ended June 30, 2009
      8Notes to Consolidated Financial Statements
      9


---

|ARVANA INC. AND SUBSIDIARIES 
|-----------------------------
|(A DEVELOPMENT STAGE COMPANY)
|CONSOLIDATED BALANCE SHEETS  
|(EXPRESSED IN US DOLLARS)    
|(UNAUDITED)                  

|                                                                                       |   |             |   |   |              |  
|-------------------------------------------------------------------------------------- | - | ----------- | - | - | ------------ | -
|                                                                                       |   | June 30,    |   |   | December 31, |  
|                                                                                       |   | 2009        |   |   | 2008         |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   |             |   |   |              |  
|ASSETS                                                                                 |   |             |   |   |              |  
|                                                                                       |   |             |   |   |              |  
|Current                                                                                |   |             |   |   |              |  
|Cash                                                                                   | $ | 55,355      |   | $ | 738          |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   | 55,355      |   |   | 738          |  
|                                                                                       |   |             |   |   |              |  
|Long-term                                                                              |   |             |   |   |              |  
|Equipment (Note 3)                                                                     |   | 253         |   |   | 403          |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       | $ | 55,608      |   | $ | 1,141        |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   |             |   |   |              |  
|LIABILITIES AND STOCKHOLDERS' DEFICIENCY                                               |   |             |   |   |              |  
|                                                                                       |   |             |   |   |              |  
|Current                                                                                |   |             |   |   |              |  
|Accounts
      payable and accrued liabilities                                         | $ | 377,411     |   | $ | 360,275      |  
|Note payable                                                                           |   | 168,228     |   |   | 167,040      |  
|Amounts
      due to related parties (Note 4)                                          |   | 197,814     |   |   | 196,482      |  
|Loans Payable (Note 4)                                                                 |   | 700,119     |   |   | 574,675      |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   | 1,443,572   |   |   | 1,298,472    |  
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   |             |   |   |              |  
|Stockholders' deficiency                                                               |   |             |   |   |              |  
|Common stock (Note 5)                                                                  |   |             |   |   |              |  
|100,000,000 common shares authorized at $0.001 par
      value;                        |   |             |   |   |              |  
|21,202,375 common shares issued and outstanding (December 31, 2008 -
      21,202,375) |   | 21,203      |   |   | 21,203       |  
|Additional paid-in capital                                                             |   | 21,426,301  |   |   | 21,426,301   |  
|Deficit                                                                                |   | (95,331     | ) |   | (95,331      | )
|Deficit
      accumulated during the development stage                                 |   | (22,456,801 | ) |   | (22,366,168  | )
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   | (1,104,628  | ) |   | (1,013,995   | )
|Less: Treasury stock -
      3,541,700 common shares (December 31, 2008 - 3,541,700)   |   | (283,336    | ) |   | (283,336     | )
|                                                                                       |   |             |   |   |              |  
|                                                                                       |   | (1,387,964  | ) |   | (1,297,331   | )
|                                                                                       |   |             |   |   |              |  
|                                                                                       | $ | 55,608      |   | $ | 1,141        |  

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

---

|ARVANA INC. AND SUBSIDIARIES         
|-------------------------------------
|(A DEVELOPMENT STAGE COMPANY)        
|CONSOLIDATED STATEMENTS OF OPERATIONS
|(EXPRESSED IN US DOLLARS)            
|(UNAUDITED)                          

|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   | Cumulative amounts        |  
|---------------------------------------- | - | -------------------------- | - | - | ------------------------ | - | - | -------------------- | - | - | ---------- | - | - | ------------------------- | -
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   | from the beginning of the |  
|                                         |   | For the three months ended |   |   | For the six months ended |   |   | development stage on |  
|                                         |   | June 30,                   |   |   | June 30,                 |   |   | January 1, 2005 to   |  
|                                         |   | 2009                       |   |   | 2008                     |   |   | 2009                 |   |   | 2008       |   |   | June 30, 2009             |  
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Sales                                    | $ | -                          |   | $ | -                        |   | $ | -                    |   | $ | -          |   | $ | 7,573,714                 |  
|Cost of sales                            |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (5,896,638                | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Gross profit                             |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | 1,677,076                 |  
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Operating expenses                       |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Selling and promotion                    |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (188,078                  | )
|General and administrative               |   | (44,995                    | ) |   | (116,732                 | ) |   | (72,997              | ) |   | (161,418   | ) |   | (3,785,061                | )
|Research and development                 |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (170,083                  | )
|Depreciation                             |   | (75                        | ) |   | (76                      | ) |   | (150                 | ) |   | (150       | ) |   | (270,171                  | )
|Foreign exchange loss                    |   | (48,804                    | ) |   | (1,537                   | ) |   | (17,486              | ) |   | (46,804    | ) |   | (225,571                  | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Operating loss                           |   | (93,874                    | ) |   | (118,345                 | ) |   | (90,633              | ) |   | (208,372   | ) |   | (2,961,888                | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Other items                              |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Stock-based compensation (Note 5)        |   | -                          |   |   | (33,200                  | ) |   | -                    |   |   | (330,800   | ) |   | (9,837,290                | )
|Loss on write-off of equipment           |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (67,798                   | )
|Loss on acquisition of Arvana Networks   |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (7,013,310                | )
|Loss on acquisition of Arvana
      Com  |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (279,037                  | )
|Loss on bad debt expense                 |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (58,411                   | )
|Loss on disposal of Hallotel             |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (2,239,014                | )
|Gain on disposal of BCH Beheer           |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | 28,297                    |  
|Other income                             |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | 9,425                     |  
|Gain on debt settlement                  |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | 75,000                    |  
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Net loss before income taxes             |   | (93,874                    | ) |   | (151,545                 | ) |   | (90,633              | ) |   | (539,172   | ) |   | (22,344,026               | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Income taxes                             |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (67,035                   | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Net loss for the
      period            | $ | (93,874                    | ) | $ | (151,545                 | ) | $ | (90,633              | ) | $ | (539,172   | ) | $ | (22,411,061               | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Other comprehensive loss                 |   | -                          |   |   | -                        |   |   | -                    |   |   | -          |   |   | (45,740                   | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Comprehensive
      loss for the period  | $ | (93,874                    | ) | $ | (151,545                 | ) | $ | (90,633              | ) | $ | (539,172   | ) | $ | (22,456,801               | )
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Loss per share - basic and diluted       | $ | (0.00                      | ) | $ | (0.01                    | ) | $ | (0.00                | ) | $ | (0.03      | ) |   |                           |  
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|                                         |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  
|Weighted average number of common shares |   | 21,202,375                 |   |   | 21,202,375               |   |   | 21,202,375           |   |   | 21,202,375 |   |   |                           |  
|outstanding                              |   |                            |   |   |                          |   |   |                      |   |   |            |   |   |                           |  

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

---

|ARVANA INC. AND SUBSIDIARIES         
|-------------------------------------
|(A DEVELOPMENT STAGE COMPANY)        
|CONSOLIDATED STATEMENTS OF CASH FLOWS
|(EXPRESSED IN US DOLLARS)            
|(UNAUDITED)                          

|                                                                   |   |                          |   |   |                      |   |   | Cumulative       |  
|------------------------------------------------------------------ | - | ------------------------ | - | - | -------------------- | - | - | ---------------- | -
|                                                                   |   |                          |   |   |                      |   |   | amounts from the |  
|                                                                   |   |                          |   |   |                      |   |   | beginning of the |  
|                                                                   |   | For the six months ended |   |   | development stage on |  
|                                                                   |   | June 30,                 |   |   | January 1, 2005 to   |  
|                                                                   |   | 2009                     |   |   | 2008                 |   |   | June 30, 2009    |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Cash flows from operating activities                               |   |                          |   |   |                      |   |   |                  |  
|Net loss for the period                                            | $ | (90,633                  | ) | $ | (539,172             | ) | $ | (22,411,061      | )
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Items not involving cash:                                          |   |                          |   |   |                      |   |   |                  |  
|Depreciation and amortization                                      |   | 150                      |   |   | 150                  |   |   | 270,171          |  
|Stock-based
      compensation                                     |   | -                        |   |   | 330,800              |   |   | 9,837,290        |  
|Loss on acquisition of Arvana Networks                             |   | -                        |   |   | -                    |   |   | 7,013,310        |  
|Loss on
      acquisition of Arvana Comunicacoes                   |   | -                        |   |   | -                    |   |   | 279,037          |  
|Loss on write-off of equipment                                     |   | -                        |   |   | -                    |   |   | 67,798           |  
|Loss on bad
      debt expense                                     |   | -                        |   |   | -                    |   |   | 58,411           |  
|Gain on debt settlement                                            |   | -                        |   |   | -                    |   |   | (75,000          | )
|Loss on
      disposal of Hallotel                                 |   | -                        |   |   | -                    |   |   | 2,239,014        |  
|Gain on disposal of BCH Beheer                                     |   | -                        |   |   | -                    |   |   | (28,297          | )
|Deferred
      income taxes                                        |   | -                        |   |   | -                    |   |   | 31,294           |  
|Unrealized foreign exchange                                        |   | 15,557                   |   |   | -                    |   |   | (38,338          | )
|Changes in non-cash working capital:                               |   |                          |   |   |                      |   |   |                  |  
|Receivables                                                        |   | -                        |   |   | -                    |   |   | (503,998         | )
|Accounts
      payable and accrued liabilities                     |   | 9,181                    |   |   | (34,933              | ) |   | 1,481,337        |  
|Amounts due to related parties                                     |   | (860                     | ) |   | -                    |   |   | (233,215         | )
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Net cash used in
      operations                                  |   | (66,605                  | ) |   | (243,155             | ) |   | (2,012,247       | )
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Cash flows from investing activities                               |   |                          |   |   |                      |   |   |                  |  
|Acquisition of
      equipment                                     |   | -                        |   |   | -                    |   |   | (378,751         | )
|Proceeds of sale of equipment                                      |   | -                        |   |   | -                    |   |   | 3,702            |  
|Cash portion of
      Investment in BCH Beheer / Hallotel          |   | -                        |   |   | -                    |   |   | (1,445,235       | )
|Cash of Hallotel on disposition date                               |   | -                        |   |   | -                    |   |   | (53,136          | )
|Cash of BCH Beheer /
      Hallotel on acquisition date            |   | -                        |   |   | -                    |   |   | 105,659          |  
|Cash of Arvana Networks on acquisition
      date                  |   | -                        |   |   | -                    |   |   | 5,800            |  
|Cash of Arvana
      Comunicacoes on acquisition date              |   | -                        |   |   | -                    |   |   | 62,465           |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Net cash used in
      investing activities                        |   | -                        |   |   | -                    |   |   | (1,699,496       | )
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Cash flows from financing activities                               |   |                          |   |   |                      |   |   |                  |  
|Proceeds of loans
      payable                                    |   | 125,000                  |   |   | 208,981              |   |   | 720,451          |  
|Repayments of loans payable                                        |   | (3,778                   | ) |   | -                    |   |   | (7,582           | )
|Contribution to capital                                            |   | -                        |   |   | -                    |   |   | 900              |  
|Proceeds from issuance of common stock,
      net of finders' fees |   | -                        |   |   | -                    |   |   | 3,097,750        |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Net cash provided by financing
      activities                    |   | 121,222                  |   |   | 208,981              |   |   | 3,811,519        |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Effect of exchange rate changes on
      cash                      |   | -                        |   |   | 32,790               |   |   | (45,653          | )
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Increase (decrease) in cash                                        |   | 54,617                   |   |   | (1,384               | ) |   | 54,123           |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Cash , beginning of period                                         |   | 738                      |   |   | 2,913                |   |   | 1,232            |  
|                                                                   |   |                          |   |   |                      |   |   |                  |  
|Cash, end of period                                                | $ | 55,355                   |   | $ | 1,529                |   | $ | 55,355           |  

---

|Supplementary information                                                         |   |       |  |   |   |  |  |           | 
|--------------------------------------------------------------------------------- | - | ----- |  | - | - |  |  | --------- | 
|Interest paid                                                                     | $ | 1,608 |  | $ | - |  |  |           | 
|Taxes paid                                                                        |   | -     |  |   | - |  |  |           | 
|                                                                                  |   |       |  |   |   |  |  |           | 
|Transactions not involving cash                                                   |   |       |  |   |   |  |  |           | 
|Write-off of software associated with the
      disposal of Hallotel              |   | -     |  |   | - |  |  | 64,104    | 
|Issuance of stock for settlement
      of debt; 500,000 shares of common stock    |   | -     |  |   | - |  |  | 75,000    | 
|Decrease in accounts payable due to Brulex
      due to disposal of Hallotel      |   | -     |  |   | - |  |  | 338,236   | 
|Decrease in note payable
      due to Brulex due to disposal of Hallotel          |   | -     |  |   | - |  |  | 108,880   | 
|Loss of receivables due to Hallotel disposal                                      |   | -     |  |   | - |  |  | 1,554,068 | 
|Loss of property and equipment
      due to Hallotel disposal                     |   | -     |  |   | - |  |  | 516,497   | 
|Loss of accounts payable and accrued liabilities
      due to Hallotel disposal   |   | -     |  |   | - |  |  | 1,867,306 | 
|Loss of deferred income
      tax liability due to Hallotel disposal              |   | -     |  |   | - |  |  | 31,445    | 
|Decrease in accounts payable due to disposal
      of BCH Beheer                  |   | -     |  |   | - |  |  | 28,305    | 
|                                                                                  |   |       |  |   |   |  |  |           | 
|Common shares cancelled due to disposal
      of Hallotel (3,541,700 @ $0.08)     |   | -     |  |   | - |  |  | 283,336   | 
|Common shares issued for
      services (451,875 @ $0.40)                         |   | -     |  |   | - |  |  | 180,750   | 
|Common shares issued for acquisition of
      BCH Beheer / Hallotel (3,541,700    |   | -     |  |   | - |  |  | 1,416,680 | 
|@ $0.40)                                                                          |   |       |  |   |   |  |  |           | 
|Common shares issued for finders fees for
      BCH Beheer / Hallotel Acquisition |   | -     |  |   | - |  |  | 83,320    | 
|(208,300 @ $0.40)                                                                 |   |       |  |   |   |  |  |           | 

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

---

|ARVANA INC. AND SUBSIDIARIES                                     
|-----------------------------------------------------------------
|(A DEVELOPMENT STAGE COMPANY)                                    
|CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY
      (DEFICIENCY)
|(EXPRESSED IN US DOLLARS)                                        
|(UNAUDITED)                                                      

|                                                                  |  | Common Stock |   |   | Treasury Stock |   |  |            |   |   |          |   |   | Deficit    |   |   |         |   |   |             |  
|----------------------------------------------------------------- |  | ------------ | - | - | -------------- | - |  | ---------- | - | - | -------- | - | - | ---------- | - | - | ------- | - | - | ----------- | -
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   | Accumulated |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   | Additional |   |   |         |   |   | during the  |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   | Paid-in    |   |   |         |   |   | development |  
|                                                                  |  | Shares       |   |   | Amount         |   |  | Shares     |   |   | Amount   |   |   | Capital    |   |   | Deficit |   |   | stage       |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|From inception to December 31, 2004                               |  | 8,253,000    |   | $ | 8,253          |   |  | -          |   | $ | -        |   | $ | 88,310     |   | $ | (95,331 | ) | $ | -           |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Contribution to capital                                           |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | 900        |   |   | -       |   |   | -           |  
|Return and cancellation of common stock -
      March 2005        |  | (1,350,000   | ) |   | (1,350         | ) |  | -          |   |   | -        |   |   | 1,350      |   |   | -       |   |   | -           |  
|Issuance of common stock for
      cash at $0.10 - May 2005       |  | 3,000,000    |   |   | 3,000          |   |  | -          |   |   | -        |   |   | 5,997,000  |   |   | -       |   |   | -           |  
|Issuance of common stock for cash at $1.25 -
      July 2005      |  | 400,000      |   |   | 400            |   |  | -          |   |   | -        |   |   | 911,600    |   |   | -       |   |   | -           |  
|Return and cancellation of
      common stock - August 2005       |  | (1,017,000   | ) |   | (1,017         | ) |  | -          |   |   | -        |   |   | 1,017      |   |   | -       |   |   | -           |  
|Issuance of common stock for cash at $1.25 -
      August 2005    |  | 792,000      |   |   | 792            |   |  | -          |   |   | -        |   |   | 1,804,968  |   |   | -       |   |   | -           |  
|Issuance of common stock for
      finders fee at $2.28 - August  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|2005                                                              |  | 330,000      |   |   | 330            |   |  | -          |   |   | -        |   |   | 752,070    |   |   | -       |   |   | -           |  
|Issuance of common stock in
      transaction with Arvana         |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Networks at $2.28 -
      August 2005                             |  | 3,000,000    |   |   | 3,000          |   |  | -          |   |   | -        |   |   | 6,837,000  |   |   | -       |   |   | -           |  
|Finders fees paid in cash -
      July, August, September 2005    |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | (164,000   | ) |   | -       |   |   | -           |  
|Issuance of common stock for cash at $1.25 -
      October 2005   |  | 440,000      |   |   | 440            |   |  | -          |   |   | -        |   |   | 1,002,760  |   |   | -       |   |   | -           |  
|Issuance of common stock for
      finders fee at $2.28 - October |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|2005                                                              |  | 43,500       |   |   | 44             |   |  | -          |   |   | -        |   |   | 99,137     |   |   | -       |   |   | -           |  
|Finders fees paid in cash -
      October 2005                    |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | (54,750    | ) |   | -       |   |   | -           |  
|Net operating loss for the year ended December
      31, 2005     |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | (16,492,608 | )
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Balance December 31, 2005                                         |  | 13,891,500   |   | $ | 13,892         |   |  | -          |   | $ | -        |   | $ | 17,277,362 |   | $ | (95,331 | ) | $ | (16,492,608 | )
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Stock-based compensation                                          |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | 232,400    |   |   | -       |   |   | -           |  
|Issuance of common stock for
      acquisition of BCH Beheer /    |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Hallotel, including transaction fee                               |  | 3,750,000    |   |   | 3,750          |   |  | -          |   |   | -        |   |   | 1,496,250  |   |   | -       |   |   | -           |  
|Issuance of common stock for
      cash at $0.40                  |  | 2,625,000    |   |   | 2,625          |   |  | -          |   |   | -        |   |   | 1,047,375  |   |   | -       |   |   | -           |  
|Issuance of common stock for services at $0.40                    |  | 451,875      |   |   | 452            |   |  | -          |   |   | -        |   |   | 180,298    |   |   | -       |   |   | -           |  
|Finders fees paid in cash                                         |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | (73,500    | ) |   | -       |   |   | -           |  
|Net operating loss for the year ended December
      31, 2006     |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | (1,742,930  | )
|Foreign currency translation
      adjustment                     |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | -           |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Balance December 31, 2006                                         |  | 20,718,375   |   | $ | 20,719         |   |  | -          |   | $ | -        |   | $ | 20,160,185 |   | $ | (95,331 | ) | $ | (18,235,538 | )
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Stock-based compensation                                          |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | 662,800    |   |   | -       |   |   | -           |  
|Return and cancellation of common stock                           |  | (16,000      | ) |   | (16            | ) |  | -          |   |   | -        |   |   | 16         |   |   | -       |   |   | -           |  
|Issuance of common stock for
      debt settlement                |  | 500,000      |   |   | 500            |   |  | -          |   |   | -        |   |   | 74,500     |   |   | -       |   |   | -           |  
|Treasury stock acquired on disposal of
      subsidiary           |  | -            |   |   | -              |   |  | (3,541,700 | ) |   | (283,336 | ) |   |            |   |   | -       |   |   | (45,740     | )
|Net operating loss for the
      year ended December 31, 2007     |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | (3,375,390  | )
|Foreign currency translation adjustment                           |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | -           |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Balance December 31, 2007                                         |  | 21,202,375   |   | $ | 21,203         |   |  | (3,541,700 | ) | $ | (283,336 | ) | $ | 20,897,501 |   | $ | (95,331 | ) | $ | (21,656,668 | )
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Stock-based compensation                                          |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | 528,800    |   |   | -       |   |   | -           |  
|Net operating loss for the
      year ended December 31, 2008     |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | (709,500    | )
|Foreign currency translation adjustment                           |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | -           |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Balance December 31, 2008                                         |  | 21,202,375   |   | $ | 21,203         |   |  | (3,541,700 | ) | $ | (283,336 | ) | $ | 21,426,301 |   | $ | (95,331 | ) | $ | (22,366,168 | )
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Net operating loss for the six months ended
      June 30, 2009   |  | -            |   |   | -              |   |  | -          |   |   | -        |   |   | -          |   |   | -       |   |   | (90,633     | )
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|                                                                  |  |              |   |   |                |   |  |            |   |   |          |   |   |            |   |   |         |   |   |             |  
|Balance June 30, 2009                                             |  | 21,202,375   |   | $ | 21,203         |   |  | (3,541,700 | ) | $ | (283,336 | ) | $ | 21,426,301 |   | $ | (95,331 | ) | $ | (22,456,801 | )



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





---

|ARVANA INC. AND SUBSIDIARIES                   
|-----------------------------------------------
|(A development stage company)                  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|For the Six Months Ended June 30, 2009 and 2008
|(expressed in US dollars)                      
|(Unaudited)                                    

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

Arvana Inc., (the Company) was incorporated under the laws of
the State of Nevada as Turinco, Inc. 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
interim financial statements have been prepared showing after stock split shares
with a par value of $0.001.

These consolidated interim financial statements for the six
month period ended June 30, 2009 include the accounts of the Company, its
subsidiary Arvana Networks (including its wholly-owned subsidiaries Arvana Par
and Arvana Comunicações do Brasil S. A. (Arvana Com) and its formerly-owned
subsidiary BCH Beheer B.V. up to its date of disposal on December 30, 2008 (and
its formerly wholly-owned subsidiary Hallotel Deutschland GmbH up to its date of
disposal on December 7, 2007). The Company has ceased all operations in its
subsidiary companies, and has written-off or disposed of all assets in the
subsidiary companies, consequently they are now all considered to be inactive
subsidiaries.

These consolidated interim 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. For the six month
period ended June 30, 2009, the Company incurred a loss from operations of
$90,633. At June 30, 2009, the Company had a working capital deficiency of
$1,388,217. These conditions raise substantial doubt about the Companys ability
to continue as a going concern.

Accordingly, the Company will require continued financial
support from its shareholders and creditors until it is able to generate
sufficient cash flow from operations on a sustained basis. There is substantial
doubt that the Company will be successful at achieving these results. Failure to
obtain the ongoing support of its shareholders and creditors may make the going
concern basis of accounting inappropriate, in which case the Companys assets
and liabilities would need to be recognized at their liquidation values. 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.

2. Summary of Significant Accounting Policies

a) Basis of presentation

The Company began to generate revenues as a result of the
acquisition of Hallotel during the final four months of 2006. In 2007 the
Company commenced its planned principal operations and determined its target
market segments and market strategies. Consequently, the Company exited the
development stage during early 2007. The Company then disposed of Hallotel in
December 2007 and ceased all operations in its subsidiary companies. The Company
is again in the process of evaluating business opportunities and has returned to
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 six month periods ended June 30, 2009 and 2008, and for the
cumulative amounts from the beginning of the development stage on January 1,
2005, through June 30, 2009, have been prepared in accordance with accounting
principles generally accepted in the United States (US GAAP) for financial
information with the instructions to Form 10-Q and Regulation S-X. 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. The consolidated interim financial statements and notes appearing in
this report should be read in conjunction with the Companys consolidated
audited financial statements and related notes thereto, together with
Managements Discussion and Analysis of Financial Condition and Results of
Operations, contained in the Companys Annual Report on Form 10-K for the fiscal
year ended December 31, 2008, as filed with the Securities and Exchange
Commission (the SEC) on May 1, 2009 (file no. 000-30695).

---

|ARVANA INC. AND SUBSIDIARIES                   
|-----------------------------------------------
|(A development stage company)                  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|For the Six Months Ended June 30, 2009 and 2008
|(expressed in US dollars)                      
|(Unaudited)                                    

2. Summary of Significant Accounting Policies cont

b) Recent accounting pronouncements

In March 2008, the FASB issued FAS No. 161, Disclosures about
Derivative Instruments and Hedging Activities (FAS 161). FAS 161 changes the
disclosure requirements for derivative instruments and hedging activities by
requiring enhanced disclosures about how and why an entity uses derivative
instruments, how derivative instruments and related hedged items are accounted
for under FAS 133, and how derivative instruments and related hedged items
affect an entitys operating results, financial position, and cash flows. FAS
161 is effective for fiscal years beginning after November 15, 2008. The
adoption of FAS No. 161 did not have a material impact on the Companys
consolidated financial statements.

In April 2008, the FASB issued FSP FAS 142-3, Determination of
the Useful Life of Intangible Assets or FSP FAS 142-3. FSP FAS 142-3 amends the
factors that should be considered in developing renewal or extension assumptions
used to determine the useful life of a recognized intangible asset under SFAS
No. 142, Goodwill and Other Intangible Assets. The intent of the position is to
improve the consistency between the useful life of a recognized intangible asset
under SFAS No. 142 and the period of expected cash flows used to measure the
fair value of the intangible asset. FSP FAS 142-3 is effective for fiscal years
beginning after December 15, 2008. The adoption of FAS 142-3 did not have a
material impact on the Companys consolidated financial statements.

In June 2008, the FASB issued FSP No. EITF 03-6-1, Determining
Whether Instruments Granted in Share-Based Payment Transactions Are
Participating Securities. FSP EITF 03-6-1 states that unvested share-based
payment awards that contain nonforfeitable rights to dividends or dividend
equivalents (whether paid or unpaid) are participating securities and shall be
included in the computation of earnings per share pursuant to the two-class
method. FSP EITF 03-6-1 is effective for fiscal years beginning after December
15, 2008. The adoption of FSP No. EITF 03-6-1 did not have a material impact on
the Companys consolidated financial statements.

In April 2009, the FASB issued FASB Staff Position FAS 107-1
and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments
(FSP 107-1), which increases the frequency of fair value disclosures to a
quarterly basis instead of an annual basis. The guidance relates to fair value
disclosures for any financial instruments that are not currently reflected on
the balance sheet at fair value. FSP 107-1 is effective for interim and annual
periods ending after June 15, 2009. The adoption of FSP 107-1 did not have a
material effect on the Companys results of operations, financial position, and
cash flows.

In June 2009, the FASB issued SFAS No. 165, Subsequent Events.
SFAS No. 165 provides guidance as to the period after the balance sheet date
during which management must evaluate events or transactions that may occur for
potential recognition or disclosure in the financial statements, the
circumstances under which an entity shall recognize events or transactions
occurring after the balance sheet date in its financial statements, and the
disclosures that an entity must make about events or transactions that occurred
after the balance sheet date. SFAS No. 165 is effective for periods ending after
June 15, 2009. The adoption of SFAS No. 165 did not have a material effect on
the Companys results of operations, financial position, and cash flows.

In June 2009, the FASB issued SFAS No. 168, The FASB
Accounting Standards CodificationTM and the Hierarchy of Generally Accepted
Accounting Principles. SFAS No. 168 replaces SFAS No. 162, The Hierarchy of
Generally Accepted Accounting Principles, and establishes the FASB Accounting
Standards CodificationTM as the source of authoritative accounting guidance
under U.S. GAAP. The rules and interpretive releases of the Securities and
Exchange Commission (SEC) under authority of federalsecurities laws are also sources of authoritative U.S. GAAP for SEC
registrants. SFAS No. 168 is effective for periods ending after September 15,
2009. The Company does not expect SFAS No. 168 to have a material effect on its
results of operations, financial position, and cash flows.

3. Equipment

|At June 30, 2009: |   |       |  |   |              |  |   |                  | 
|----------------- | - | ----- |  | - | ------------ |  | - | ---------------- | 
|                  |   |       |  |   | Accumulated  |  |   | Net              | 
|                  |   | Cost  |  |   | Amortization |  |   | Book
      Value | 
|Equipment         | $ | 1,502 |  | $ | 1,249        |  | $ | 253              | 

|At December 31,
      2008 |   |       |  |   |              |  |   |                  | 
|-------------------------- | - | ----- |  | - | ------------ |  | - | ---------------- | 
|                           |   |       |  |   | Accumulated  |  |   | Net              | 
|                           |   | Cost  |  |   | Amortization |  |   | Book
      Value | 
|Equipment                  | $ | 1,502 |  | $ | 1,099        |  | $ | 403              | 

---

|ARVANA INC. AND SUBSIDIARIES                   
|-----------------------------------------------
|(A development stage company)                  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|For the Six Months Ended June 30, 2009 and 2008
|(expressed in US dollars)                      
|(Unaudited)                                    

4. Related Parties and Loans Payable

On February 20, 2007, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of 150,000 Euros ($210,285 USD). Repayment of the loan is due on closing of any future financing arrangement by
the Company. Accrued interest of $29,914 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On June 1, 2007, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $35,000 CAD ($30,093 USD). Repayment of the loan is due on closing of any future financing arrangement by the
Company. Accrued interest of $3,674 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On November 6, 2007, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of 75,000 Euros ($105,143 USD). Repayment of the loan is due on closing of any future financing arrangement by the
Company. Accrued interest of $10,685 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On March 26, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $50,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $3,798 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On March 26, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $5,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $380 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On March 31, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $50,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $3,758 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On April 7, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $50,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $3,700 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On April 9, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $45,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $3,315 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On June 26, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $3,000 CAD ($2,579 USD). Repayment of the loan is due on closing of any future financing arrangement by the
Company. Accrued interest of $150 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On July 4, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $10,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $594 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On July 10, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $2,500 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $147 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On August 12, 2008, the Company received an unsecured, non-interest bearing loan from an unrelated party in the amount of $6,300 CAD. The Company repaid $2,000 CAD of this loan on October 16, 2008 and paid the remaining balance of $4,300
CAD on May 21, 2009.

On September 12, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $5,000 CAD ($4,299 USD). Repayment of the loan is due on closing of any future financing arrangement by
the Company. Accrued interest of $198 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

---

|ARVANA INC. AND SUBSIDIARIES                   
|-----------------------------------------------
|(A development stage company)                  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|For the Six Months Ended June 30, 2009 and 2008
|(expressed in US dollars)                      
|(Unaudited)                                    

4. Related Parties and Loans Payable cont

On October 16, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $2,000 CAD ($1,720 USD). Repayment of the loan is due on closing of any future financing arrangement by the
Company. Accrued interest of $71 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On October 21, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $5,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $209 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On November 13, 2008, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $3,500 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company.
Accrued interest of $134 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On April 24, 2009, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $25,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $275 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On May 8, 2009, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $40,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $348 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

On May 20, 2009, the Company received an unsecured, 6% interest per annum loan from a shareholder of the Company in the amount of $60,000 USD. Repayment of the loan is due on closing of any future financing arrangement by the Company. Accrued
interest of $406 has been recorded in accounts payable and accrued liabilities for the period ended June 30, 2009.

At June 30, 2009, the Company had amounts due to related parties in the amount of $197,814 (December 31, 2008 - $196,482). This amount includes $136,100 (December 31, 2008 - $136,100) payable to three directors for services rendered
during 2007. 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, are unsecured, and have no
fixed terms of repayment.

For the six month period ended June 30, 2009, $29,105 (June 30, 2008 $56,947) was incurred in general and administrative expenses by the Company for services rendered by the current Chief Executive Officer, Chief Financial Officer and
Corporate Secretary of the Company. At June 30, 2009, $6,449 (December 31, 2008 $6,979) was owed to the current Chief Executive Officer, Chief Financial Officer and Corporate Secretary of the Company. At June 30, 2009, $17,196 (December
31, 2008 $16,420) was owed to the former Chief Financial Officer and Corporate Secretary and $24,074 (December 31, 2008 $22,988) was owed to the former President / Chief Executive Officer. The Corporate Secretary of Arvana Networks Inc.
was owed $13,995 at June 30, 2009 (December 31, 2008 $13,995). The amounts owing bear no interest, are unsecured, and have no fixed terms of repayment.

5. Common stock

(a) During the year ended December 31, 2007, 3,541,700 shares were to be returned to the Company and cancelled as part of the Brulex Settlement Agreement entered into on December 7, 2007. These shares had not yet been cancelled at June 30, 2009 and
have been recorded as treasury stock at a value of $283,336 until they are cancelled.

(b) The Company accounts for all stock-based payments to employees and non-employees under SFAS No.123R, Accounting for Stock-Based Compensation, 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.

---

|ARVANA INC. AND SUBSIDIARIES                   
|-----------------------------------------------
|(A development stage company)                  
|NOTES TO CONSOLIDATED FINANCIAL STATEMENTS     
|For the Six Months Ended June 30, 2009 and 2008
|(expressed in US dollars)                      
|(Unaudited)                                    

5. Common stock cont

(c) The Company has a stock option plan in place under which it
is authorized to grant options to executive officers and directors, employees
and consultants enabling them to acquire up to 10% of the issued and outstanding
common stock of the Company. Under the plan, the exercise price of each option
equals the market price of the Company's stock as calculated on the date of
grant. The options can be granted for a maximum term of 10 years. 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, and have been expensed over the vesting period of the
options. The weighted average fair value of options granted during 2006 was
$0.89.

As at June 30, 2009, the following incentive stock options are
outstanding:

|           |          |                  
|---------- | -------- | -----------------
|Number     | Exercise |                  
|of options | Price    | Expiry Date      
|           |          |                  
|1,600,000  | $ 1.25   | December 31, 2009

Stock option transactions and the number of share options
outstanding are summarized as follows:

|                                        |  |                  |  |   |          | 
|--------------------------------------- |  | ---------------- |  | - | -------- | 
|                                        |  |                  |  |   | Weighted | 
|                                        |  |                  |  |   | Average  | 
|                                        |  | Number           |  |   | Exercise | 
|                                        |  | of
      Options |  |   | Price    | 
|                                        |  |                  |  |   |          | 
|Balance, December 31, 2008              |  | 1,600,000        |  | $ | 1.25     | 
|Options granted                         |  | -                |  |   | -        | 
|Options expired                         |  | -                |  |   | -        | 
|Options exercised                       |  | -                |  |   | -        | 
|Balance, June 30, 2009                  |  | 1,600,000        |  | $ | 1.25     | 
|                                        |  |                  |  |   |          | 
|Number of options currently exercisable |  | 1,600,000        |  | $ | 1.25     | 

6. Segmented Information

The Company has no reportable segments. All of the Companys
equipment at June 30, 2009, and December 31, 2008, was located in Canada.

7. Subsequent Events

None.

---

|Item 2. | Management's Discussion and Analysis of
      Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------------

In this Quarterly Report:

|(i)  | references to we, us, our, or the Company refer
      to Arvana 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-K for the year ended December 31, 2008 and
current reports on Form 8-K.

Forward-Looking Statements

The information in this Quarterly Report on Form 10-Q contains
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. These forward-looking statements involve risks
and uncertainties, including statements regarding our capital needs, business
plans and expectations. Such forward-looking statements involve risks and
uncertainties regarding our planned business, availability of funds, government
regulations, common share prices, operating costs, capital costs, our ability to
deploy our planned business and generate revenues and other factors. Any
statements contained herein that are not statements of historical facts may be
deemed to be forward-looking statements. In some cases, you can identify
forward-looking statements by terminology such as "may", "will", "should",
"expect", "plan", "intend", "anticipate", "believe", "estimate", "predict",
"potential" or "continue", the negative of such terms or other comparable
terminology. These statements are based on certain assumptions and analyses made
by our management in light of its experience and its perception of historical
trends, current conditions and expected future developments as well as other
factors they believe are appropriate in the circumstances. Actual events or
results may differ materially. In evaluating these statements, you should
consider various factors, including the risks outlined below, and, from time to
time, in other reports we file with the SEC. These factors may cause our actual
results to differ materially from any forward-looking statement. We disclaim any
obligation to publicly update these statements, or disclose any difference
between its actual results and those reflected in these statements. Given these
uncertainties, readers are cautioned not to place undue reliance on such
forward-looking statements.

Overview

Until the end of 2007 our business operations were focused on
the telecommunications industry. In December 2007 we decided to exit the
telecommunications industry and disposed of our German subsidiary Hallotel. We
are currently in the process of evaluating other industries and business
opportunities in order to determine the focus of our future business
opportunities. There can be no guarantee that we will be successful in
identifying suitable business opportunities, or if we are able to identify
suitable business opportunities, that we will be able to find an adequate source
of financing to acquire any business or business assets, and commence
operations, or that those operations, if commenced, will be successful in
generating profits.

Our Plan of Operations

We exited the telecommunications industry at the end of 2007
and our present plan of operations for the next twelve months is to identify and
evaluate industries and business opportunities in order to find a suitable
business to enter into.

We will not be able to pursue any new business opportunities
without additional financing. Our board of directors and management are actively
pursuing obtaining financing in order to maintain operations while we evaluate
potential businesses.

In order to maintain operations while we evaluate new
businesses we anticipate that we will need additional funding of approximately
$100,000 during 2009. We had cash in the amount of $55,355 and a working capital
deficit of $1,388,217 as at June 30, 2009. If we are successful in identifying a
new business opportunity we will require funding in order to pursue that
opportunity. The amount of funding required will depend on the opportunity and
is not determinable at this time.

Other than small advances from shareholders, 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 any assurance that we
will be able to obtain sufficient funding from the sale of our common stock to
fund our plan of operations. In addition, in order to obtain equity financing it
may be necessary for us to consider a capital restructuring, which may or may
not include a common stock reverse split. The board is currently considering all
avenues available to obtain financing.

---

Accordingly, we will require continued financial support from our shareholders and creditors until we are able to generate sufficient cash flow from operations on a sustained basis. There is substantial doubt that we will be successful at achieving
these results.

Critical Accounting Policies

Critical accounting policies are those that management believes are both most important to the portrayal of the Companys financial condition and results of operations and that require difficult, subjective, or complex judgments, often as a
result of the need to make estimates about the effects of matters that involve uncertainty.

We believe that the critical accounting policies that we use in the preparation of our financial statements are as follows:

a) Estimates

The 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.

b) 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 Company used the current rate method when translating its former German subsidiary operations Hallotel. 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 foreign currencies 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.

c) Impairment of long-lived assets and long-lived assets to be disposed of:

Long-lived assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying
amount of an asset to future net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair
value of the assets. Assets to be disposed of are reported at the lower of the carrying amount and the fair value less costs to sell. We have reviewed our long-lived assets and have determined that no impairment charges were necessary for the period
ended June 30, 2009.

d) Stock-based compensation

The Company accounts for all stock-based payments to employees and non-employees under SFAS No.123R, Accounting for Stock-Based Compensation, 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. We granted stock options in June 2006 and have recorded an expense of $1,424,000 in stock-based compensation expense over the vesting period of the options.

---

Presentation of Financial Information

Our financial statements for the quarter ended June 30, 2009
include the accounts of:

- Arvana Networks;
- Arvana Par;
- Arvana Com; and
- BCH Beheer up to the disposal date of December 30, 2008;

The accounts of BCH Beheer are included in our statements of
operations and statements of cash flows from August 23, 2006, being the date of
closing of our acquisition of BCH Beheer, through December 30, 2008. Our results
of operations presented below do not include the results of operations of BCH
Beheer after December 30, 2008.

Results of Operations

Our operations for the six months ended June 30, 2009 and 2008
are summarized below. The results of operations for the six months ended June
30, 2008 include our former wholly owned subsidiary BCH Beheer.

Three months ended
      June 30, 2009
    Three months ended
      June 30, 2008
    Six months ended
      June 30, 2009
    Six months ended
      June 30, 2008Revenues
    $0
    $0
    $0
    $0Costs of
      Sales
    $0
    $0
    $0
    $0Gross
      profit
    $0
    $0
    $0
    $0Operating
      Expenses:Selling and promotion
    $0
    $0
    $0
    $0General and administration
    $44,995
    $116,732
    $72,997
    $161,418Depreciation
    $75
    $76
    $150
    $150Foreign exchange loss
    $48,804
    $1,537
    $17,486
    $46,804Other
      Items:Stock based compensation
    $0
    $33,200
    $0
    $330,800Comprehensive
      Loss for the Period
    $93,874
    $151,545
    $90,633
    $539,172


Revenues

All of our past revenues are attributable to the services
provided by our former subsidiary, Hallotel, up to the disposal date of December
7, 2007. We did not generate any revenues during the period prior to our
acquisition of Hallotel or during the period after our disposal of Hallotel and
did not generate any revenues outside of our former Hallotel business. We
presently do not earn revenues and will not earn revenues until we enter into
another business, and there can be no assurance that we will earn revenues at
that time.

Cost of Sales

All of our costs of sales are attributable to costs of sales
incurred by our former Hallotel business in connection with providing its
services. We currently do not incur costs of sales.

Gross Profits

All of our gross profits were attributable to our former
Hallotel business. We currently do not generate gross profits.

Sales and Promotion Expenses

Sales and promotion expenses consisted primarily of commissions
paid to third parties in connection with our former Hallotel business. We
currently do not incur sales and promotion expenses.

---

Administration Expenses

Administrative expenses are comprised of costs associated with management compensation, office overhead including rent, legal fees, and consulting services. The decrease in our administrative expenses for the three and six months ended June 30, 2009
compared to the three and six months ended June 30, 2008 is due to the disposal of BCH Beheer which generated additional general and administrative expenses.

Stock-based Compensation

In June 2006, we awarded 1,600,000 stock options to a number of directors, management and consultants. The stock options have an exercise price of $1.25 per share which was the current market value of the shares at the time. As a result of this
program, we have recorded an expense of $1,424,000 in stock-based compensation expense over the vesting period of the options. The Company recorded an expense of $33,200 and $330,800 for the three and six months ended June 30, 2008,
respectively. As these stock options have been fully expensed as of December 31, 2008, the Company has not recorded any stock-based compensations expense for the three and six months ended June 30, 2009.

Net Loss for the Period

We incurred a net loss for the three and six months ended June 30, 2009 of $93,874 and $90,633 compared with a net loss of $151,545 and $539,172 for the three and six months ended June 30, 2008. Future quarterly net losses are
expected to be comparable to the current quarter until such time as a new business is entered into, net losses if any due to any new business cannot be estimated at this time.

Liquidity and Capital Resources

As at June 30, 2009, we had cash of $55,355 and a working capital deficit of $1,388,217. This compares to cash of $738 and working capital deficit of $1,297,734 as at December 31, 2008.

Cash Used in Operating Activities

We used cash in operations in the amount of $66,605 during the six months ended June 30, 2009, as compared to $243,155 during the six months ended June 30, 2008. Cash used in operations during the six months ended June 30, 2009 was
attributable primarily to payments for administration expenses.

Cash Used in Investing Activities

We did not use cash in investing activities during the six months ended June 30, 2009 or the six months ended June 30, 2008.

Cash Flows from Financing Activities

The Company obtained $125,000 from unsecured loans bearing 6% interest per annum and made a loan repayment in the amount of $3,778 during the six months ended June 30, 2009. In the six months ended June 30, 2008 the Company obtained
$208,981 from unsecured loans bearing 6% interest per annum.

Going Concern

For the six months ended June 30, 2009, the Company incurred a loss from operations of $90,633. At June 30, 2009, the Company had a working capital deficiency of $1,388,217. These conditions raise substantial doubt about the Companys
ability to continue as a going concern. We have not attained profitable operations and are dependent upon obtaining financing to pursue our plan of operations. Our auditors stated in their report on our December 31, 2008 audited financial statements
that they have substantial doubt we will be able to continue as a going concern.

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. 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 are material to stockholders.

---

|Item 4T. | Controls and Procedures
|-------- | -----------------------

Disclosure Controls and Procedures

We carried out an evaluation of the effectiveness of our
disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e)
and 15d-15(e)) as of June 30, 2009 (the Evaluation Date). This evaluation was
carried out under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer. Based upon that evaluation, our
Chief Executive Officer and Chief Financial Officer concluded that our
disclosure controls and procedures were not effective as of the Evaluation Date
as a result of the material weaknesses in internal control over financial
reporting discussed below.

Disclosure controls and procedures are those controls and
procedures that are designed to ensure that information required to be disclosed
in our reports filed or submitted under the Exchange Act are 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 Chief
Financial Officer, to allow timely decisions regarding required disclosure.

Notwithstanding the assessment that our internal control over
financial reporting was not effective and that there were material weaknesses as
identified in this report, we believe that our financial statements contained in
our Quarterly Report on Form 10-Q for the period ended June 30, 2009 fairly
present our financial condition, results of operations and cash flows in all
material respects.

Management's Annual Report on Internal Control over
Financial Reporting

Our management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Rules 13a-15(f) and 15d-15(f) under the Exchange Act, for the Company.

Internal control over financial reporting includes those
policies and procedures that: (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of our assets; (2) provide reasonable assurance that transactions
are recorded as necessary to permit preparation of financial statements in
accordance with generally accepted accounting principles, and that our receipts
and expenditures are being made only in accordance with authorizations of its
management and directors; and (3) provide reasonable assurance regarding
prevention or timely detection of unauthorized acquisition, use or disposition
of our assets that could have a material effect on the financial statements.

Management recognizes that there are inherent limitations in
the effectiveness of any system of internal control, and accordingly, even
effective internal control can provide only reasonable assurance with respect to
financial statement preparation and may not prevent or detect material
misstatements. In addition, effective internal control at a point in time may
become ineffective in future periods because of changes in conditions or due to
deterioration in the degree of compliance with our established policies and
procedures.

A material weakness is a significant deficiency, or combination
of significant deficiencies, that results in there being a more than remote
likelihood that a material misstatement of the annual or interim financial
statements will not be prevented or detected.

Under the supervision and with the participation of our Chief
Executive Officer and Chief Financial Officer, management conducted an
evaluation of the effectiveness of our internal control over financial
reporting, as of the Evaluation Date, based on the framework set forth in
Internal Control-Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission (COSO). Based on its evaluation under
this framework, management concluded that our internal control over financial
reporting was not effective as of the Evaluation Date.

Management assessed the effectiveness of the Companys internal
control over financial reporting as of Evaluation Date and identified the
following material weaknesses:

Inadequate Segregation of Duties: We have an inadequate
number of personnel to properly implement control procedures.

Insufficient Number of Directors to form a Functioning Audit
Committee:We only have two directors on our Board of Directors and while
they are both outside directors this is not considered sufficient to have a
functioning audit committee, resulting in ineffective oversight in the
establishment and monitoring of required internal controls and procedures.

Management is committed to improving its internal controls and
will (1) continue to use third party specialists to address shortfalls in
staffing and to assist the Company with accounting and finance responsibilities,
(2) increase the frequency of independent reconciliations of significant
accounts which will mitigate the lack of segregation of duties until there are
sufficient personnel and (3) consider appointing outside directors and audit
committee members in the future.

---

Management, including our Chief Executive Officer and Chief Financial Officer, has discussed the material weakness noted above with our independent registered public accounting firm. Due to the nature of this material weakness, there is a more than
remote likelihood that misstatements which could be material to the annual or interim financial statements could occur that would not be prevented or detected.

Changes in internal control over financial reporting

As of the Evaluation Date, there were no changes in our internal control over financial reporting that occurred during the period ended June 30, 2009 that have materially affected, or that are reasonably likely to materially affect, our internal
control over financial reporting.

Limitations on the effectiveness of controls and procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, do not expect that the our controls and procedures will prevent all potential errors or fraud. A control system, no matter how well conceived and operated, can
provide only reasonable, not absolute, assurance that the objectives of the control system are met.

---

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
|------- | -----------------------------------------------------------------

We did not complete any sales of securities without
registration under the Securities Act of 1933 during the six month period ended
June 30, 2009.

|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 six month period ended June 30, 2009.

|Item 5. | Other Information
|------- | -----------------

None.

|Item 6. | Exhibits
|------- | --------

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

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, 2005 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
    2006 Stock Option Plan, dated June 5, 2006(5)10.5
    Share Purchase Agreement dated August 9, 2006 among
      Brulex-Consultadoria Economica E Marketing Ltda, Turinco Inc. and Hallotel
      Deutschland GmbH (6)10.6
    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. (7)10.7
    Regulation D Debt Conversion Agreement between Arvana
      Inc, Arvana Networks Inc, and IPH Horizon LLC, dated March 28,
      2007(8)10.8
    Settlement and Share Purchase Agreement between Arvana
      Inc, Hallotel Deutschland GMBH, BCH Beheer B.V., and Teyfik Oezcan, dated
      December 7, 2007. (10)10.9
    Settlement and Share Repurchase Agreement between Arvana
      Inc and Brulex-Consultadoria Economica E Marketing Ltda, dated December 7,
      2007. (10)10.10
    Sale and Purchase Agreement of BCH Beheer B.V between
      Arvana Inc and Nazleal S.A dated December 30, 2008. (11)14.1
    Code of Ethics (4)16.1
    Change in Registrants Certifying Accountant, dated May
      8, 2007(9)


---

31.1
      Certification
          of Chief Executive Officer and Chief Financial Officer pursuant to Rule
          13a-14(a) of the Exchange Act (12)32.1
      Certification
          of Chief Executive Officer and 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 (12)


|(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.       
|     |                                                                                                                                                  
|(3)  | Previously filed with the SEC as an exhibit to the
      Companys Current Report on Form 8-K 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 Quarterly Report on Form 8-K filed with the SEC on June 7,
      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)  | 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.       
|     |                                                                                                                                                  
|(8)  | Previously filed with the SEC as an exhibit to the
      Companys Current Report on Form 8-K filed with the SEC on May 4,
    2007.             
|     |                                                                                                                                                  
|(9)  | Previously filed with the SEC as an exhibit to the
      Companys Current Report on Form 8-K filed with the SEC on May 8,
    2007.             
|     |                                                                                                                                                  
|(10) | Previously filed with the SEC as an exhibit to the
      Companys Current Report on Form 8-K filed with the SEC on December 7,
      2007.      
|     |                                                                                                                                                  
|(11) | Previously filed with the SEC as an exhibit to the
      Companys Annual Report on Form 10-K filed with the SEC on May 1,
    2009.             
|     |                                                                                                                                                  
|(12) | Filed as an exhibit to this Quarterly Report on Form
      10-Q.                                                                                 

---

SIGNATURES

In accordance with the requirements 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/ Wayne Smith                                           | 
|--- | --------------------------------------------------------- | 
|    | Wayne Smith,                                              | 
|    | Chief Executive Officer and Chief
      Financial Officer | 

Date: August 13, 2009

---