8-K/A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K/A

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

August 9, 2006
Date of Report (Date of earliest event reported)

ARVANA INC.
(Exact name of registrant as specified in its charter)

NEVADA	0-30695	87-0618509
(State or other jurisdiction of	(Commission File Number)	(IRS Employer Identification No.)
incorporation)

Suite 2610, 1066 West Hastings Street
Vancouver, British Columbia, Canada	V6E 3X2
(Address of principal executive offices)	(Zip Code)

604-684-4691
(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[   ]	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[   ]	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[   ]	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[   ]	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

SECTION 2 – FINANCIAL INFORMATION

Item 2.01           Completion of Acquisition or Disposition of Assets

On August 23, 2006, Arvana Inc. (formerly, Turinco, Inc.) (the “Company”) completed its previously announced acquisition (the “Acquisition”) of Hallotel Deutschland GmbH (“Hallotel”) pursuant to the terms of the share purchase agreement (the “Share Purchase Agreement”) among the Company, Brulex–Consultadoria Economica E Marketing Ltda. (the “Vendor”) and Hallotel dated August 9, 2006. The Company acquired control over Hallotel by acquiring all of the outstanding shares of BCH Beheer B.V., a wholly-owned subsidiary of the Vendor that owns all of the outstanding shares of Hallotel. The purchase price for the Acquisition was €5,000,000 paid by way of:

(i)	the issue of 3,541,700 shares of common stock of the Company;
(ii)	the payment of €500,000 in cash, which the Company received from an advance on a private placement of its securities to be completed; and
(iii)	the issuance of a promissory note in the principal amount of €250,000, provided that the promissory note will not be payable and will be deemed cancelled if certain information as set out in the Share Purchase Agreement to be delivered by the Vendor to the Purchaser within 30 days of the closing of the Acquisition relating to certain assets is not delivered or, if delivered, does not materially conform with information provided to the Company as of the date of the Share Purchase Agreement.

Pursuant to the terms of the Share Purchase Agreement, the purchase price will be increased by the following which is payable within 90 business days of August 23, 2006:

(i)	the price paid by Hallotel for telephony technology hardware or software assets acquired after October 19, 2005 and before the closing of the Acquisition that are required for the provision of established Hallotel services to its customers; and
(ii)	commissions paid by Hallotel to its salespersons in respect of carrier pre-select sign-ups on net new customers after October 19, 2005 and before the closing of the Acquisition, as provided in the Share Purchase Agreement.

Pursuant to the terms of the Share Purchase Agreement, the Vendor has agreed that it will not sell or transfer any of the Company shares issued as part of the consideration for the Acquisition (or any interest therein) until one year after August 23, 2006, the closing date of the Acquisition. In addition, the Vendor has deposited such Company shares in escrow with the Company to be released from escrow twelve months after the closing date, except in the event of a claim made by the Company under the Share Purchase Agreement, in which case such Company shares will be released on a final resolution of the claim.

The foregoing description does not purport to be a complete statement of the parties’ rights and obligations under the Share Purchase Agreement and the transactions contemplated thereby and is qualified in its entirety by reference to the Share Purchase Agreement, a copy of which is attached as an exhibit to the Company’s current report on Form 8-K filed on August 15, 2006 with the SEC.

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Business of Hallotel

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

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

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

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

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

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

Hallotel’s services are priced in relation to the origination point and the destination point of a call and are charged on a per minute basis. Because Hallotel’s Carrier Pre-select and Call by Call services provide long distance calling from anywhere in Germany and Austria to any other place in the world, there are no monthly rate packages offered at this time. All calls are measured separately and entered into the billing system by means of a call detail record and are presented as a detailed and individual transaction on the customer’s invoice.

With respect to the calling cards to be produced by Hallotel, each card will have a face value that will be entered into a separate account for that particular card and the prepaid value will be drawn down as the card is used on a call by call basis. The cards will be sold to distributors and retail outlets at a discounted price and the activation of a specific card will be dependent on the receipt of payment for the cards from such distributors and retail outlets.

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Sales and Marketing

Carrier and call-by-call pre-select service customers are generally individuals and small to mid-size businesses. Wholesale carrier service customers are other telecommunications service providers. Hallotel’s primary markets currently include all of the major cities of Germany with an emphasis on the provision of reliable and affordable calling from Germany to all of the major cities of Turkey.

Hallotel markets its services through a number of independent sales representatives who earn a fee for each new subscriber. A number of sales representatives have been recruited and are currently operating throughout Germany. Hallotel also markets it services through agreements with retail stores, supermarkets and call centers and has promotion and advertising agreements with the media through which it promotes its telephone services with print and radio advertising, direct mail, promotions, sponsorships, and inbound and outbound telemarketing.

Customer Service

Hallotel focuses on providing a relatively high level of customer service and creating a positive customer experience through the efficient provision of its services throughout its operations, including during the selling process, when invoicing customers by the delivery of an understandable and informative invoice, during the payment process, and through fast, courteous and effective responses to customer calls. Hallotel has been carefully developing its customer service practices to promote customer satisfaction and loyalty.

Hallotel plans to introduce a new billing system before the end of the year to provide online automated account management services to further promote customer satisfaction.

Competition

The ongoing liberalization of the telecommunications markets generally has created an increasingly competitive marketplace, still dominated by incumbent telecommunications operators, as well as an increasing number of new market entrants. The markets for local and long distance telecommunications services are extremely competitive. It is anticipated that competition will continue to intensify as the use of the internet grows. Hallotel competes on the basis of reliability, quality and price to selected destinations. Due to the competitive nature of this marketplace, Hallotel may be forced to lower its prices or modify the services offered by it to remain competitive.

Many of Hallotel’s competitors have greater resources and may be able to adapt more quickly to industry or make changes or devote greater resources to the sale of its services than Hallotel.

Government Regulation

The Federal Network Agency in Germany ( the Bundesnetzagentur) is the government regulatory agency whose mandate is, among other things, to provide, by liberalization and deregulation, for the further development of telecommunications in Germany. Hallotel is subject to the authority of the Bundesnetzagentur and is fully licensed to provide national and international long distance telecommunications services.

Licenses and Agreements

As part of its operations, Hallotel purchases the telecommunications services it requires through interconnection agreements, wholesale agreements and license agreements with facilities-based carriers.

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Employees

Hallotel currently employs 5 full-time and 9 part-time employees. There are no collective labour agreements with its employees. Hallotel also makes use of contracted services for advertising, accounting, printing, sales representatives, call center operations and collections.

Legal Proceedings

Hallotel is currently not a party to any material legal proceedings and, to the Company’s knowledge, none are threatened or contemplated.

Risk Factors

Hallotel will have to sign new customers in order for its business to grow.

The business of Hallotel is service-based and its future growth is dependent upon obtaining new customers. However the markets in which Hallotel operates are highly competitive and its ability to compete in these markets is based on price in addition to reliability and quality. If Hallotel is required to increase prices or is unable to decrease prices given the competitive nature of the marketplace due to its cost infrastructure, it may not be able to obtain new customers and may lose some existing customers as a result of the overpricing of its rates. In addition, if Hallotel’s wholesale price to wholesale carriers does not remain competitive, it may be unable to sign new customers and may lose some existing wholesale carrier business. The loss of current customers or the inability to obtain new customers would have a material adverse effect on the business, results of operations and financial condition of Hallotel.

The growth of Hallotel is also dependent upon Hallotel expanding its operations into other countries.

Hallotel’s business is currently focused on major cities in Germany with an emphasis on the provision of affordable calling from Germany to all major cities of Turkey. In order to grow its business, Hallotel plans to expand its operations into other countries. The ability of Hallotel to expand into other countries is dependent upon, among other things, Hallotel’s financial condition and the level of competition in these countries. In the event Hallotel is unable to expand into other countries, its future growth would be negatively impacted.

To be competitive in the DSL and VOIP markets, Hallotel must enter into these markets within a reasonable time frame.

The markets for internet connectivity and related services are extremely competitive. The ongoing liberalization of the telecommunications markets has resulted in increased competition and it is anticipated that competition will continue to intensify as the use of the internet grows. The potential market size of IP services has attracted many new start-ups as well as established businesses from different industries. If Hallotel is unable to provide its planned DSL and VOIP services within a reasonable time frame, it may face significant competition which could affect the ability of Hallotel to compete effectively in these markets.

Hallotel faces significant competition within the telecommunications industry.

Competitors of Hallotel include large, established, national carriers, alliances among telecommunications companies, competitors that own equipment and networks, other companies that purchase and resell the services of other carriers, internet service providers and other providers of bundle services. Many of these companies have established customer bases and extensive brand name recognition and have greater

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financial, management and other resources. Potential customers may be reluctant to trust their telecommunications needs to what they perceive to be a relatively small operator.

Hallotel is dependent on other telecommunications service providers.

Hallotel relies on large, established, national carriers operating in its markets to provide its services and has entered into agreements with certain of these telecommunications providers for the use of their services. Hallotel’s ability to maintain and expand its business depends on maintaining a favorable relationship and agreements with facilities-based carriers. Failure to maintain these agreements and relationships or to enter into other similar agreements upon terms satisfactory to Hallotel could affect the ability of Hallotel to compete in its markets, which would have a material adverse effect on its business, results of operations and financial condition.

The actual costs and revenues of Hallotel may vary from what is expected.

Hallotel’s operations are dependent on a variety of factors, including its ability to: (1) access markets and attract a sufficient number of customers; (2) negotiation of favourable contracts with other providers; and (3) effectively manage its billing and information systems. In addition, Hallotel’s revenues and costs are also dependent upon factors not within its control, including regulatory changes and increased competition. Due to the uncertainty of these factors, the Company’s actual costs and revenues may vary from what may be expected.

Hallotel’s operations are subject to risks associated with regulatory matters.

Hallotel holds a long term license authorizing the provision of national and international long distance telecommunications services in Germany. Hallotel does not require licensing in other countries or regions in order to terminate calls in any city throughout the world but relies on other carriers with whom it has interconnection agreements to be properly licensed to provide service within their service areas. There can be no assurance that the regulatory environment in Germany will not change in a manner that would adversely affect the business of Hallotel or that restrictions or conditions will not be placed on its license in Germany in the future. There is also uncertainty regarding the future regulatory classification of VoIP telephone services, the requirement to provide emergency calling services , and the ability to access broadband networks owned and operated by others. Hallotel’s operations are subject to changing technology and regulation in a global environment. There can be no assurance that future technical and regulatory changes anywhere in the world will not have an adverse effect on the company’s viability or its ability to remain in compliance with applicable rules and regulations.

The Company will be subject to exchange rate risk as a result of the acquisition of Hallotel.

The Company reports its results in U.S. dollars and Hallotel’s results are based in Euros. As a result, the Company’s financial results will be affected by changes in the exchange rate between the U.S. dollar and the Euro.

Financial Results

Hallotel reports its results in Euros while the financial results of the Company are presented in US dollars. Assets and liabilities are translated into their US dollar equivalent based on the rates of exchange at the end of the year. Revenue and expense accounts are translated at the average exchange rate for the year. The exchange rate at December 31, 2005 and 2004 between the US dollar and the Euro was 1.1842 and 1.3538 US dollars per Euro, respectively. The average rate of exchange between the US dollar and the Euro in 2005 and 2004 was 1.2449 and 1.2438 US dollars per Euro, respectively.

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In 2005, Hallotel had revenues of approximately $4.0 million, of which approximately $2.8 million was from carrier and call-by-call pre-select services and approximately $1.2 million was from its wholesale carrier business. In 2004, Hallotel had revenues of approximately $2.5 million, primarily from its carrier and call-by-call pre-select services. Gross income in 2005 was approximately $1.0 million compared to approximately $1.3 million in 2004. Selling and promotion expenses in 2005 were approximately $0.4 million, compared to $0.5 million in 2004. General and administrative expenses were approximately $0.7 million in 2005 compared to approximately $0.5 million in 2004. Hallotel had a loss from operations in 2005 of approximately $0.5 million, compared to operating income of approximately $0.3 million in 2004. Hallotel reported a net loss in 2005 of approximately $31,000, compared to net income of approximately $0.1 million in 2004.

As at the end of December 2005, Hallotel had cash of approximately $0.3 million and a working capital deficit of approximately $0.3 million. At December 31, 2005, accounts and other receivables were approximately $0.9 million and current liabilities amounted to approximately $1.2 million. Hallotel expects to meet its working capital requirements for 2006 from cash flow from operations.

SECTION 3 – SECURITIES AND TRADING MATTERS

Item 3.02            Unregistered Sales of Equity Securities

Pursuant to the terms and conditions of the Share Purchase Agreement, as part of the consideration for the Acquisition, at closing on August 23, 2006, the Company issued to the Vendor 3,541,700 shares of common stock of the Company at a price equal to approximately $1.50 per share.

The Company shares issued as part of the consideration for the Acquisition were issued in reliance on Rule 903 of Regulation S under the Securities Act of 1933, as amended (the “Securities Act”), to persons resident outside of the United States. These shares have not been registered under the Securities Act and may not be offered or sold in the United States absent such registration or exemption therefrom.

SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

Item 5.02            Appointment of Principal Officers

On August 23, 2006, the Company appointed Teyfik Oezcan as Vice President, Europe of the Company. From 1998 to 2006, Mr. Oezcan was the General Manager of Hallotel. Information relating to the business of Hallotel is provided in Item 2.01 of this Form 8-K/A. Mr. Oezcan was also the General Manager of Mycall-Line GmbH, a company based in Germany that operates in the telecommunications industry, from 2004 to 2006.

In connection with such appointment, the Company and Mr. Oezcan have entered into an Employment Agreement dated as of August 23, 2006 (the “Employment Agreement”). The following description does not purport to be a complete statement of the parties’ rights and obligations under the Employment Agreement and is qualified in its entirety by reference to the Employment Agreement, a copy of which is attached to this current report as Exhibit 10.1 and is incorporated herein by reference.

The Employment Agreement provides for the employment of Mr. Oezcan for a period of three years as Vice President, Europe of the Company, subject to certain termination provisions, with an automatic extension for an additional year unless either party provides not less than 180 days prior notice to the other of its intention not to further extend the agreement. The agreement provides for an annual base salary payable to Mr. Oezcan of €180,000, employee benefits comparable to those provided by the Company from time to time to other senior executives of the Company, participation in any share

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purchase plan, retirement plan or similar plan offered by the Company from time to time to its senior executives, and participation in the Company’s bonus plan as determined by the Board of Directors of the Company and made available to other executives holding equivalent management positions. Mr. Oezcan is also entitled to participate in the Company’s share option plan in the same manner as other similar executives and the use of a vehicle. At any time during the term of the agreement, the Company may terminate the employment of Mr. Oezcan with cause and Mr. Oezcan may voluntarily terminate his employment. In the event Mr. Oezcan’s employment is terminated without cause, he is entitled to certain severance payments and benefits as provided in the agreement.

SECTION 7 – REGULATION FD

Item 7.01            Regulation FD Disclosure

On August 24, 2006, the Company issued a news release announcing the completion of the Acquisition of Hallotel. A copy of the news release is attached as Exhibit 99.1 to this current report.

The information contained in this Item 7.01 shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section, nor shall it be incorporated by reference into a filing under the Securities Act or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01            Financial Statements and Exhibits

(a)            Financial Statements of Business Acquired

Audited Annual Balance Sheets and Statements of Stockholders Equity for the years ended December 31, 2005 and 2004 and the related Statements of Income and Comprehensive Income and Statements of Cash Flows for the years ended December 31, 2005 and 2004 of Hallotel Deutschland GmbH.

The Company will file the interim financial information required by Item 9.01(a) by amendment to this current report no later than 71 days after the date that this current report must be filed.

(b)            Pro Forma Financial Information

The Company will file the pro forma financial information required by Item 9.01(b) by amendment to this current report no later than 71 days after the date that this current report must be filed.

(d)            Exhibits

10.1	Employment Agreement dated August 23, 2006 between Turinco Inc. and Teyfik Oezcan
99.1	News Release

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hallotel Deutschland GmbH
Langen, Germany

Audited Financial Statements for
the year ended 31 December 2005

 

hallotel Deutschland GmbH
Langen, Germany

Audited Financial Statements for
the year ended 31 December 2005

10 April 2006

Audited Financial Statements

hallotel Deutschland GmbH

for the year ended 31 December 2005
with the Independant Auditor's Report

Contents

	Page
Independent Auditor's Report	1
Balance Sheets and Statements of Stockholders' Equity	2
Statements of Income and Comprehensive Income	3
Statements of Cash Flows	4
Notes to Financial Statements	5

Statememts of Income and Comprehensive Income
For the years ended 31 December 2005 and 2004

3

Statememts of Cash Flows
For the years ended 31 December 2005 and 2004

4

Notes to Financial Statements

5

SIGNATURES

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

	ARVANA INC.
	By:
DATE: August 29, 2006		/s/ Michael Jervis
		Michael Jervis
		President

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EX-10.1

EMPLOYMENT AGREEMENT

THIS AGREEMENT is made effective August 23, 2006.

BETWEEN:

Turinco Inc. a Nevada company, (the “Corporation”) with offices at:

2610 – 1066 W. Hastings St. Vancouver, B.C., Canada.

AND:

Teyfik Oezcan, (the “Executive”), Geschaftsfuhrer of Hellotel Deutschland GmbH, a German company, (the “Company”) with offices at:

Otto-Hahn-Str. 8 63225 Langen, Deutschland.

WHEREAS:

A.	The Corporation is involved in the development of Internet telephone projects in Europe, the Middle East, Africa and the Americas;
B.	Mr. Oezcan is a professional who has been engaged in the management of the Company and the development of similar services;
C.	The Corporation wishes to engage the services of Mr. Oezcan as an Executive,
D.	The parties have mutually agreed to evidence the terms of Mr. Oezcan’s service to the Corporation by this Agreement;

WITNESSES that the parties, intending to be legally bound, agree as follows:

1. Term

The Corporation shall employ the Executive for a period of three years, from the date hereof, unless such employment shall be terminated earlier as hereinafter provided. Upon the expiry of the term of this Agreement, and on each anniversary of such date falling thereafter, the term of this Agreement shall automatically be extended for one additional year, or extended for such other period as the parties may agree, on the same terms and conditions except changes to compensation as may be agreed to between the Corporation and the Executive unless, not less than 180 days prior to any such anniversary date, either the Corporation or the Executive shall have given written notice to the other that it or he does not wish to further extend this Agreement.

2. Duties

The Executive shall serve the Corporation in such capacity or capacities and shall perform such duties and exercise such powers pertaining to the management and operation of the Corporation as may be determined from time to time by the Board of Directors of the Corporation (“Board of Directors”)

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consistent with the office of the Executive. Supplementary work, paid or unpaid, as well as the acceptance of honorary offices and mandates for supervisory or advisory boards or similar appointments require the prior approval of the Board of Directors.

Without limitation of the foregoing, the Executive shall occupy the office of Vice President Europe of the Corporation with the following responsibilities:

(a)	Reporting to the Chief Executive Officer and the Board of Directors; the Executive is given the authority and responsibility to make decisions, provide direction and to take action as necessary to ensure the development of the Corporation’s telecommunications business in designated areas of Europe, The Middle East and Asia.
(b)	This responsibility includes the development and implementation of business plans and budgets for the Company in accord with the overall strategy and direction of the Corporation covering all aspects of operations, (i.e. marketing and sales, customer service, finance and accounting, MIS, operating procedures, staffing and employee compensation, and technical operations).
(c)	To represent the Company in legal and non-legal matters in accord with the constating documents of the Company.
(d)	To monitor the Company’s operations to assure that the objectives and plans are being achieved and that the cash flow projections are on schedule.
(e)	To submit formal status reports at regular intervals stating results and the interpretation of any problem, (including regulatory or political changes that may affect the Company’s presence or operations in the designated countries), to the C.E.O. and to the Board of Directors.

3. Performance of Duties

In performing the Executive’s duties, the Executive shall:

(a)	devote his full time, attention, professional skills, and experience to the business and affairs of the Corporation; and
(b)	perform those duties that may reasonably be assigned to the Executive diligently and faithfully and in the best interests of the Corporation.

4. Place of Employment

The Executive will report to work at Otto-Hahn-Str. 8 in Langen, Germany. The Corporation shall not move or otherwise relocate such place at which the Executive reports to work more than 20 kilometres from the current location.

5. Salary

The annual base salary payable to the Executive for the position held and services provided as described herein during the term of this Agreement shall be EUR 180,000 gross and exclusive of benefits and other

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compensation and will be paid in twelve equal monthly instalments, (less the legal withholding deductions), at the end of each calendar month. If in a calendar year, the working period is less than 12 months, the remuneration will be calculated pro rata. In the event of the death of the Executive, the salary for the current month and the two following months will continue to be paid to the surviving dependants (spouse or children up to 18 years of age entitled to maintenance).

6. Employee Benefits

The Corporation shall provide the Executive with employee benefits comparable to those provided by the Corporation from time to time to other senior executives of the Corporation generally and shall permit the Executive to participate in any share purchase plan, retirement plan or similar plan offered by the Corporation from time to time to its senior executives generally in the manner and to the extent authorized by the Board of Directors.

In so far as the Executive is insured under statutory social insurances, the Company will make the normal contributions as required under German laws applicable to such employment and employment benefits.

7. Bonus

In addition to the annual base salary, the Executive will receive a bonus within 90 days of each fiscal year end of the Corporation in accord with the provisions of the Corporation’s bonus plan as determined by the Board of Directors and made available to other executives holding equivalent management positions.

The bonus plan will be determined after the annual plan and budget preparation process which must be completed during the fourth quarter of each calendar year for the following year. The Executive's bonus plan will be related the financial cash flow and profitability objectives for the Europe, Middle East and Africa regions as established in the budget process and as approved by the Board of Directors. The first such iteration of this process will commence in October of 2006; to be approved prior to year end; and will establish performance objectives for the business year 2007 with the bonus payment to be made during the first 90 days of 2008.

8. Stock Option Plan

The Executive is entitled to participate in the Corporation's share option plan in the same manner as other executives whose level of responsibility is similar to that of the Executive. A decision to grant options, and the amount of options granted and other terms, is at the discretion of the board.

9. No Further Salary or Bonus Adjustments

Other than as herein provided, the Executive will not be eligible for any additional benefits, salary or bonuses unless agreed to by the Corporation.

10. Vacation

The Executive shall be entitled to 30 working days paid vacation per calendar year at a time approved in advance by the Board of Directors, which approval shall not be unreasonably withheld but shall take into account the requirements of the Corporation and the need for the timely performance of the Executive's responsibilities.

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The vacation entitlement will normally be taken during the calendar year in which it is earned and if the entitlement earned is not claimed and taken by March 31 of the following year, it will be lost and cannot be restored or claimed.

11. Automobile

The Company will provide the Executive with a company car (category of reference: Mercedes CL), to be used by him for the Company’s business, ( personal use is allowed provided that the taxes which result from personal use are to be paid by the Executive).

The Corporation shall pay or reimburse the Executive for all reasonable vehicle operating costs, including leasing costs, insurance, maintenance, gas and oil, properly incurred or to be incurred in connection with the Executive carrying out the Executive’s duties. The Executive shall supply the Corporation with the originals of all invoices or statements in respect of which the Executive seeks reimbursement.

12. Expenses

The Executive shall be reimbursed for all reasonable travel and other out-of-pocket expenses actually and properly incurred by the Executive from time to time in connection with carrying out the Executive’s duties. For all such expenses, the Executive shall supply the Company with originals of all invoices or statements in respect of which the Executive seeks reimbursement in accord with the policies and procedures of the Company.

13. Absence from work and continued payment of wages

The Executive will without delay inform the Corporation of any reason for absence and its foreseeable duration and at the same time indicate any urgent work. If the absence from work lasts longer than three calendar days, he will on the next working day submit a doctor’s certificate explaining his inability to work and its foreseeable duration.

In so far as the absence from work is based on an event, for which the Executive is entitled to claim damages from a third party, the Executive will assign these to the Corporation to the amount of the continued payment of remuneration. The Executive undertakes to inform the Corporation at once of the above-mentioned event, and effect the necessary collaboration in favor of the company.

14. Termination for Cause, Disability or Death

For Cause

The Corporation may terminate the employment of the Executive without notice or any payment in lieu of notice for just cause which, without limiting the generality of the foregoing, shall include:

(a)	wilful misconduct or any act or omission that constitutes just cause for dismissal by law;
(b)	if there is a repeated and demonstrated failure on the part of the Executive to perform the material duties of the Executive's position in a competent manner and where the Executive fails to substantially remedy the failure within a reasonable period of time after receiving written notice of such failure from the Corporation;
(c)	if the Executive is convicted of a criminal offence involving fraud or dishonesty;

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(d)	if the Executive or any member of the Executive’s family makes any personal profit arising out of or in connection with a transaction to which the Corporation is a party or with which it is associated without making disclosure to and obtaining the prior written consent of the Corporation;
(e)	if there is a material breach of the Executive’s fiduciary duties to the Corporation, including the duty to act in the best interest of the Corporation; or
(f)	if the Executive disobeys reasonable instructions given in the course of employment by or on behalf of the Board of Directors that are not inconsistent with the Executive's management position, or contrary to law and not remedied by the Executive within a reasonable period of time after receiving written notice of such disobedience.

For Disability/Death

(g)

this Agreement may be immediately terminated by the Corporation by notice to the Executive if the Executive becomes permanently disabled. The Executive shall be deemed to have become permanently disabled if in any year during the employment period, because of ill health, physical or mental disability, or for other causes beyond the control of the Executive, the Executive has been continuously unable or unwilling or has failed to perform the Executive's duties for 120 consecutive days, or if, during any year of the employment period, the Executive has been unable or unwilling or has failed to perform the Executive’s duties for a total of 180 days, consecutive or not. The term “any year of the employment period” means any period of 12 consecutive months during the employment period.

(h)

this Agreement shall terminate without notice upon the death of the Executive.

No Severance Payments

Upon termination of the Executive's employment:

(a)	for just cause;
(b)	by the voluntary termination of employment by the Executive; or
(c)	by the non-renewal of this Agreement,

the Executive shall not be entitled to any severance payment other than the compensation earned by the Executive before the date of termination calculated pro rata up to and including the date of termination.

15. Severance Payments

At any time during the term of this Agreement, the Corporation may terminate the employment of the Executive without cause and the Executive may voluntarily terminate his employment. If the Executive's employment is terminated for any reason other than the voluntary termination of the Executive or the reasons set forth in §14, the Executive shall receive the following severance package:

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(d)	an amount, payable in instalments as set out in §5 equal to the monthly base salary to which he is entitled at the date of termination multiplied by the number of months (including any fractional months) remaining in the term of this Agreement. (less statutory deductions),
(e)	the bonus payable proportionately and in accord with the bonus plan described in §7 of this Agreement for the relevant portion of the fiscal year up to the date of termination; and
(f)	the employee benefits to which he was entitled at the date of termination including the provision of a leased automobile, for the remainder of the term of this Agreement.

Such severance payment and benefits shall not be subject to any right of set-off which the Corporation may have against the Executive nor any obligation on the part of the Executive to seek alternate employment. It is expressly understood and agreed that any earnings from employment or otherwise that the Executive may make during such severance period shall not affect the amount of the severance payment or the level of benefits to which the Executive is entitled.

If the Executive's employment is terminated as a result of the permanent disability of the Executive, the Executive shall be entitled to receive the base salary payable at the rate and in continuing instalments as set out in §5 for the remainder of the term of this Agreement.

For the purposes of this section, whenever a payment is to be determined with reference to the remaining term of this Agreement, if less than 60 days remain in the term of this Agreement and no party has given notice of its intention not to renew this Agreement as contemplated by §1, the “remaining term of this Agreement” shall include the remainder of the then existing term of this Agreement plus 180 days of the renewal period.

16. Ownership of Work Product

With respect to all work produced at any time, directly or indirectly, by the Executive for the Company or the Corporation in the course of both the Executive’s employment and engagement as a contractor by the Company or the Corporation (“Work Product”), the Executive

(a)

acknowledges and agrees that all right, title and interest including, but not limited to, copyright in all Work Product has vested and will vest in the Corporation immediately upon its creation, and to the extent that any such right, title or interest in any Work Product has not vested or does not automatically vest in the Corporation, the Executive hereby assigns, transfers and grants to the Corporation, or its nominee, all of the Executive’s right, title and interest in such Work Product and will execute and deliver all documents and provide all assistance necessary both during and subsequent to the Executive’s employment and engagement as a contractor by the Company or the Corporation to enable the Corporation to perfect and maintain its title to, and to obtain for itself or its nominee copyright or patent registrations and other legal protection in respect of the Work Product in any jurisdiction,

(b)

acknowledges and agrees that any failure of the Corporation to request or obtain any additional formal assignment of any Work Product will not affect the Corporation’s ownership thereof,

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(c)	hereby irrevocably waives in favour of the Corporation, and agrees not to assert, any moral rights the Executive may have or may acquire in any Work Product and will provide written waivers from time to time as requested by the Corporation,
(d)	agrees not to challenge the validity of the Corporation’s right, title and interest in and to any Work Product both during and subsequent to the Executive’s employment and engagement as a contractor by the Corporation, and
(e)	upon any termination of the Executive as an employee of the Corporation, will promptly deliver to the Corporation all Work Product in the Executive’s possession or under his control.

The foregoing covenants and agreements set forth in this §16 are separate and distinct covenants and agreements and will be enforceable after the termination of the Executive’s employment.

17. Confidentiality

The Executive acknowledges and agrees that:

(a)	in the course of performing the Executive’s duties and responsibilities as an officer of the Corporation, he has had and will continue in the future to have access to and has been and will be entrusted with detailed confidential information and trade secrets (printed or otherwise) concerning past, present, future and contemplated products, services, operations and marketing techniques and procedures of the Corporation and its subsidiaries, including, without limitation, information relating to the identity of, addresses, preferences, needs and requirements of past, present and prospective clients, customers, suppliers and employees of the Corporation and its subsidiaries (collectively, “Trade Secrets”), the disclosure of any of which to competitors of the Corporation or to the general public, or the use of same by the Executive or any competitor of the Corporation or any of its subsidiaries would be highly detrimental to the interests of the Corporation;
(b)	in the course of performing the Executive’s duties and responsibilities for the Corporation, the Executive has been and will continue in the future to be a representative of the Corporation to its customers, clients and suppliers and as such has had and will continue in the future to have significant responsibility for maintaining and enhancing the goodwill of the Corporation with such customers, clients and suppliers and would not have, except by virtue of the Executive’s employment with the Corporation, developed a close and direct relationship with the customers, clients and suppliers of the Corporation;
(c)	the Executive, as an officer of the Corporation, owes fiduciary duties to the Corporation, including the duty to act in the best interests of the Corporation; and
(d)	the right to maintain the confidentiality of the Trade Secrets, the right to preserve the goodwill of the Corporation and the right to the benefit of any relationships that have developed between the Executive and the customers, clients and suppliers of the Corporation by virtue of the Executive's employment with the Corporation constitute proprietary rights of the Corporation, which the Corporation is entitled to protect.

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In acknowledgement of the matters described above and in consideration of the payments to be received by the Executive pursuant to this Agreement, the Executive hereby agrees that he will not, during the period commencing on the date hereof and ending two years following the expiration of the term of this Agreement, directly or indirectly disclose to any person or in any way make use of (other than for the benefit of the Corporation), in any manner, any of the Trade Secrets, provided that such Trade Secrets shall be deemed not to include information that is or becomes generally available to the public other than as a result of disclosure by the Executive.

18. Personal data

The Executive’s personal data will be recorded, stored and processed for the purposes of personnel administration in accordance with the provisions of the German Federal Data Protection Law.

19. Non-Solicitation

The Executive hereby agrees that he will not, during the period commencing on the date hereof and ending two years following the expiration of the term of this Agreement, be a party to or abet any solicitation of customers, clients or suppliers of the Corporation or any of its subsidiaries, to transfer business from the Corporation or any of its subsidiaries to any other person, or seek in any way to persuade or entice any employee of the Corporation or any of its subsidiaries to leave that employment or to be a party to or abet any such action.

20. Non-Competition

The Executive covenants and agrees with the Corporation that he will not directly or indirectly, during the term of this Agreement, either individually or in partnership, jointly or in conjunction with any person, firm, association, syndicate, corporation, or any other entity whether as principal, agent, employee or shareholder or in any other manner whatsoever, carry on or be engaged in or be concerned with or interested in, or advise or permit either of their respective names or any part thereof to be used or employed by or associated with, any person, firm, association, syndicate, corporation, or other entity engaged in or concerned with any business which is the same as or similar to, or in competition with the business of the Corporation.

21. Disclosure

During the employment period, the Executive shall promptly disclose to the Board of Directors full information concerning any interest, direct or indirect, of the Executive (as owner, shareholder, partner, lender or other investor, director, officer, employee, consultant or otherwise) or any member of the Executive’s family in any business that is reasonably known to the Executive to purchase or otherwise obtain services or products from, or to sell or otherwise provide services or products to the Corporation or to any of its suppliers or customers.

22. Return of Materials

All files, forms, brochures, books, materials, written correspondence, memoranda, documents, manuals, computer disks, software products and lists (including lists of customers, suppliers, products and prices) pertaining to the business of the Corporation or any of its subsidiaries and associates that may come into the possession or control of the Executive shall at all times remain the property of the Corporation or such subsidiary or associate, as the case may be. On termination of the Executive's employment for any

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reason, the Executive agrees to deliver promptly to the Corporation all such property of the Corporation in the possession of the Executive or directly or indirectly under the control of the Executive. The Executive agrees not to make for the Executive’s personal or business use or that of any other party, reproductions or copies of any such property or other property of the Corporation.

23. Governing Law

This Agreement shall be governed by and interpreted and construed in accordance with the laws of Germany.

24. Severability

If any provision of this Agreement, including the breadth or scope of such provision, shall be held by any court of competent jurisdiction to be invalid or unenforceable, in whole or in part, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining provisions, or part thereof, of this Agreement and such remaining provisions, or part thereof, shall remain enforceable and binding.

25. Enforceability

The Executive hereby confirms and agrees that the covenants and restrictions pertaining to the Executive contained in this Agreement, including, without limitation, those contained in §1 through §22 inclusive, are reasonable and valid and hereby further acknowledges and agrees that the Corporation would suffer irreparable injury in the event of any breach by the Executive of the Executive’s obligations under any such covenant or restriction. Accordingly, the Executive hereby acknowledges and agrees that damages would be an inadequate remedy at law in connection with any such breach and that the Corporation shall therefore be entitled in lieu of any action for damages, to temporary and permanent injunctive relief enjoining and restraining the Executive from any such breach.

26. No Assignment

The Executive may not assign, pledge or encumber the Executive's interest in this Agreement nor assign any of the rights or duties of the Executive under this Agreement without the prior written consent of the Corporation.

27. Successors

This Agreement shall be binding on and enure to the benefit of the successors and assigns of the Corporation and the heirs, executors, personal legal representatives and permitted assigns of the Executive.

28. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to employment and supersedes all prior agreements and understandings, oral or written, by and between any of the parties with respect to the subject matter hereof.

29. Further Assurances

The parties shall with reasonable diligence, do all such things and provide all such reasonable assurances as may be required to consummate the transactions contemplated by this Agreement, and each party shall

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provide such further documents or instruments required by the other party as may be reasonably necessary or desirable to give effect to the purpose of this Agreement and carry out its provisions.

30. Legal Advice

The Executive hereby represents and warrants to the Company and acknowledges and agrees that he had the opportunity to seek and was encouraged by the Company to seek independent legal advice prior to the execution and delivery of this Agreement and that, in the event that he did not avail himself of that opportunity prior to signing this Agreement, he did so voluntarily without any undue pressure and agrees that his failure to obtain independent legal advice shall not be used by him as a defence to the enforcement of his obligations under this Agreement.

IN WITNESS WHEREOF this Agreement has been executed by the parties hereto as of the day and year first above written.

	)
Witness	)	/s/ Teyfik Oezcan
	)	Teyfik Oezcan, (the “Executive”),
	)	Hellotel Deutschland GmbH
Name of Witness	)
	)
Witness	)	/s/ Michael Jervis
	)	Michael Jervis, (CEO of the “Corporation”),
	)	Turinco Inc. Vancouver B.C. Canada
	)
Name of Witness

EX-99.1

ARVANA INC. (FORMERLY TURINCO) ESTABLISHES EUROPEAN BASE WITH THE ACQUISITION OF HALLOTEL GMBH

VANCOUVER – August 24, 2006 - Sir John Baring, Bt., chairman of Arvana Inc. (OTCBB: ARVI) ("Arvana"), a corporation focused on developing IP-based telephony services on a global basis, today announced that Arvana has successfully closed the acquisition of Hallotel Deutschland GmbH.

The purchase price was five million Euros, satisfied by a cash payment of 500,000 Euros, the issuance of 3,541,700 restricted common shares of Arvana and a promissory note for 250,000 Euros to be paid within 60 days.

Hallotel, a company based in Frankfurt, Germany, was established in August, 2000 and is a telecommunications service provider currently focused on the provision of long distance telephone calls between Germany, Austria, Switzerland and Turkey. Hallotel has an established subscriber base with revenues approaching 4 million US dollars in 2005. Hallotel’s switching facilities and agreements with incumbent carriers enable its customers to make calls between cities in Germany, Russia, and Turkey at highly attractive rates. As an example, members of the Turkish community living in Germany who make frequent calls to their families and friends in Turkey find the Hallotel service particularly attractive.

The services currently provided by Hallotel primarily comprise:

• Carrier Pre-Select, a service that allows the customer to route all their outgoing calls through Hallotel’s inexpensive carrier partners;
   
• Call by Call Pre-Select, which is essentially the same but allows the user to select Hallotel for specific calls;
   
• Wholesale Carrier Services, where Hallotel terminates long distance telephone traffic from these wholesale carriers in Germany and Turkey; and
   
• Calling Cards, which Hallotel already distributes through a network of resellers in Austria and Germany. Hallotel markets these cards with promotional offers and calling rates that are particularly attractive for those customers that call Turkey frequently. All Hallotel calling cards are prepaid.

Arvana plans to deploy its telephony technology in Germany as part of its acquisition of Hallotel. "With the addition of the Arvana VoIP and billing platform, we now plan to offer a variety of new services in many new countries across the region," said Teyfik Ozcan, General Manager of Hallotel, and now Vice-President, Europe & Middle East for Arvana.

The acquisition of Hallotel is a key step in Arvana’s growth strategy, providing it with an established base from which to deliver its advanced telephony services across the countries of Europe and the Middle East.

About Arvana Inc.

Arvana Inc. operates through Arvana Networks and its subsidiaries and plans to service the growing international demand for Internet telephony solutions by providing inexpensive long distance and international phone calls

Forward-Looking Statements

A number of statements contained in this press release are forward-looking statements that are made pursuant to the safe harbor provisions of the Private Securities Litigation Act of 1995. These forward-looking statements involve a number of risks and uncertainties, including timely development, and market acceptance of products and technologies, competitive market conditions, successful integration of acquisitions and the ability to secure additional sources of financing. When used in this press release, words such as "could," "plan," "estimate," "expect," "intend," "may," "potential," "should," and similar expressions are forward-looking statements. Although Arvana believes that the expectations reflected in these forward-looking statements are reasonable, such statements involve risks and uncertainties and no assurance can be given that actual results will be consistent with these forward-looking statements. A key factor that could cause actual results to differ materially from those described in these forward-looking statements is the inability of Arvana to obtain the financing necessary to achieve its business plans. Key facts that could result in actual results Arvana encourages the public to read the information provided here in conjunction with its most recent filings on Form 10-KSB, Form 10-QSB and Form 8-K. Arvana's public filings may be viewed at www.sec.gov. These public filings include additional risk factors that could cause actual results to differ materially from those described in any forward-looking statements.

Contact

Arvana Inc. Vancouver, Canada

Iain Drummond

604-684-4691 (office)

604-727-1767 (cell)

iain.drummond@arvana.net