NUTRANOMICS, INC. - Annual Report: 2009 (Form 10-K)

body_bukeventure10koct2009.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(x)	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES ACT OF 1934


	For the fiscal year ended October 31, 2009

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

	For the transaction period from to

	Commission File number 333-156311

BUKA VENTURES INC.

(Exact name of registrant as specified in its charter)

Nevada	98-0603540
State or other jurisdiction of incorporation or organization	(I.R.S. Employee Identification. No.)

21 Luke Street, Vatuwaga,
Suva, Fiji
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, and area code 679-331-3255

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Name of each exchange on which registered
None	None

Securities registered pursuant to Section 12 (g) of the Act:

None
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. [ ] Yes [ ] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. [ ] Yes [ ] No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the 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 [ ] No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the proceeding 12 months (or for such shorter period that the registrant was required to submit and post such files). [ ] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy information statements incorporated by reference in Part III of this Form 10-K or any amendments to this Form 10-K [ ]

-1-

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a small reporting company. See definition of “large accelerated filer”, “accelerated filer” and “small reporting company” Rule 12b-2 of the Exchange Act.

Large accelerated filer [ ] Accelerated filer [ ]

Non-accelerated filer [ ] (Do not check if a small reporting company) Small 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 [ ]

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recent completed second fiscal quarter.

(APPLICABLE ONLY TO CORPORATE REGISTRANTS)

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date:

December 31, 2009: 45,500,000 common shares

DOCUMENTS INCORPORATED BY REFERENCE

Listed hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; (3) Any prospectus filed pursuant to Rule 424 (b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 31, 1980).

-2-

TABLE OF CONTENTS

PART 1		Page

ITEM 1.	Business.	4

ITEM 1A.	Risk Factors.	5

ITEM 1B.	Unresolved Staff Comments.	9

ITEM 2.	Properties.	9

ITEM 3.	Legal Proceedings.	13

ITEM 4.	Submission of Matters to Vote of Securities Holders	13

PART II

ITEM 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities.	13

ITEM 6	Selected Financial Information.	13

ITEM 7.	Management’s Discussion and Analysis of Financial Conditions and Results of Operations.	14

ITEM 7A.	Quantitative and Qualitative Disclosure about Market Risk.	20

ITEM 8.	Financial Statement and Supplementary Data.	20

ITEM 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.	21

ITEM 9A	Controls and Procedures.	21

ITEM 9A(T)	Controls and Procedures	22

ITEM 9B	Other information	22

PART III

ITEM 10.	Directors, Executive Officers and Corporate Governance.	22

ITEM 11.	Executive Compensation.	24

ITEM 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.	25

ITEM 13.	Certain Relationships and Related Transactions, and Director Independence.	27

ITEM 14	Principal Accounting Fees and Services.	28

PART IV

ITEM 15.	Exhibits, Financial Statement Schedules	29

	SIGNATURES	30

-3-

PART 1

ITEM 1. BUSINESS

History and Organization

The following is only a summary of the information, financial statements and the notes included in this Form 10-K. Unless the context indicates or suggests otherwise, the terms “Buka”, the “Company”, “we,” “our” and “us” means Buka Ventures Inc.

Our Business

We were incorporated in the State of Nevada on March 15, 2007. We are a start-up, pre-exploration stage company engaged in the search for gold and related minerals. We do not have any subsidiaries, affiliated companies or joint venture partners. We have no mining operations and have no revenues. We have incurred losses since inception and must raise additional capital to fund our operations. There is no assurance we will be able to raise this capital.

Our sole asset is a 100% interest in the Sigatoka Gold claim located in the Republic of Fiji. We acquired the Sigatoka Gold claim for the sum of $5,000 from an unrelated third party on May 1, 2007. We own no property other than the Sigatoka Gold claim. As of the date of this Form 10-K, we have not conducted any exploration work on the Sigatoka Gold claim. We engaged Thomas Raju, a Geological Consultant, to explore and summarize the exploration potential of the Sigatoka Gold claim and to make recommendations. Under the study, it was recommended that a mineral exploration program consisting of air photo interpretation, geological mapping, geochemical soil sampling and geophysical surveying be conducted at the Sigatoka Gold claim and to identify targets for diamond drilling if warranted. The cost for this mineral exploration program is estimated to cost of FJD $37,700 (US$20,285). We will have to raise funds to pay for the mineral exploration program.

There is no assurance that a commercially viable mineral deposit or reserve exists at our mineral claim or may exist until sufficient and appropriate exploration is completed and a comprehensive evaluation of such work concludes economic and legal feasibility. Such work could take many years of exploration and would require expenditure of a substantial amount of capital, capital which we do not currently have and may never be able to raise.

We have no historical information to allow anyone to base an evaluation on our future performance. We have only been incorporate since March 15, 2007 and have generated no revenue during our time in existence. We do not know if we will be successful in our business operations in the future. Like all new businesses we are a start up company and will suffer all the problems of being a start up company as follows:

●		possible delays in exploring the Sigatoka and experiencing cost overruns;

●		trying to generate revenue or identify sources of cash, managing our assets and administrating ongoing financial commitments to our creditors;

●		adhering to all regulatory requirements both as a future public company and as a company required to meet State and Federal filing requirements; and

●		ensuring our shareholders are informed about our development on a regular basis.

-4-

We have no full-time employees and our management devotes a small percentage of their time to the affairs of the Company.

Our administrative office is located at 21 Luke Street, Vatuwaqa, Suva, Fiji. Our telephone number is 679-331-3255.

The shareholders may read and copy any material filed by Buka with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, DC, 20549. The shareholders may obtain information on the operations of the Public Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements, and other information which Buka has filed electronically with the SEC by assessing the website using the following address: http://www.sec.gov. Buka has no website at this time.

ITEM 1A RISK FACTORS

An investment in our common stock involves an exceptionally high degree of risk and is extremely speculative. In addition to the other information regarding Buka Ventures contained in this Form 10-K, you should consider many important factors in determining whether to purchase the shares in our Company. The following risk factors reflect the potential and substantial material risks which could be involved if you decide to purchase shares in our Company.

Risks Associated with Our Business

We have no revenues, lack profitable operations, and have incurred losses which we expect to continue into the future.

We were incorporated in 2007 and have not yet conducted any exploration activities. We have no revenues. We have no exploration history upon which you can evaluate the likelihood of our future success or failure. Our operations are not profitable and our net loss from inception to October 31, 2009 is $69,672. Based upon current plans, we expect to incur operating losses in future periods in connection with our exploration and evaluation of our mining claim.

We need to raise capital to complete the first phase of our evaluation and for operating expenses.

We estimate that, with funding committed by our management, we have sufficient cash to continue operations for twelve months provided we only carry out the initial exploration activity recommended by our consultant. We are in the pre-exploration stage. If the results of our initial exploration activities are positive, we intend to initiate further exploration activities. We will need to raise additional capital to undertake further exploration activities. No assurance can be given that we are successful in raising additional capital. You may be investing in a company that will not have the funds necessary to conduct any meaningful exploration activity due to our inability to raise additional capital. If that occurs we will have to delay or cease our exploration activity which may result in the loss of your investment.

We have no known ore reserves and we cannot guarantee that we will find any gold and/or other valuable mineralization or, if we find gold and/or valuable mineralization, that it may be economically extracted. If we fail to find any gold and/or other valuable mineralization or if we are unable to find gold and/or valuable mineralization that may be economically extracted, we will have to cease operations.

We have no known ore reserves. Even if we find gold and/or other valuable mineralization we cannot guarantee that any gold and/or other valuable mineralization will be of sufficient quantity so as to warrant recovery. Additionally, even if we find gold and/or other valuable mineralization in sufficient quantity to warrant recovery, we cannot guarantee that the ore will be recoverable. Finally, even if any gold and/or other valuable mineralization is recoverable, we cannot guarantee that this can be done at a profit. Failure to locate gold deposits in economically recoverable quantities will cause us to cease operations. Our ability to achieve profitability and positive cash flow in the future is dependent upon:

-5-

	*	our ability to locate a profitable mineral property;
	*	our ability to locate an economic ore reserve; and
	*	our ability to profitably extract the mineral and generate revenues

Because we are small company, have limited capital and have only one claim, we will be limited in our exploration costs.

The possibility of development of and production from our mining claim depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified professional engineers and geologists. We are small company and do not have much capital. We must limit our exploration activity which may adversely affect our ability to find ore reserves since we do not have the capital that other larger companies may have to find ore. Further, because of our limited capital we can afford to explore only one mining claim which increases our risk due to lack of diversification.

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our property does not contain any reserves, and any funds spent on exploration will be lost.

Because the probability of an individual prospect ever having reserves is extremely remote, in all probability our sole property, the Sigatoka Gold Claim, does not contain any reserves, and any funds spent on exploration will be lost. If we cannot raise further funds as a result, we may have to suspend or cease operations entirely which would result in the loss of your investment.

Even with positive results during exploration, the Sigatoka Gold Claim might never be put into commercial production due to inadequate tonnage, low metal prices or high extraction costs.

We might be successful, during future exploration programs, in identifying a source of minerals of good grade but not in the quantity, the tonnage, required to make commercial production feasible. If the cost of extracting any minerals that might be found on the Sigatoka Gold Claim is in excess of the selling price of such minerals, we would not be able to develop the claim. Accordingly even if ore reserves were found on the Sigatoka Gold Claim, without sufficient tonnage we would still not be able to economically extract the minerals from the claim in which case we would have to abandon the Sigatoka Gold Claim and seek another mineral property to develop, or cease operations altogether.

-6-

Mineral exploration and development activities are inherently risky. If such an adverse event were to occur it may result in a loss of your investment.

The business of mineral exploration and extraction involves a high degree of risk. Few properties that are explored are ultimately developed into production. Most exploration projects do not result in the discovery of commercially mineable deposits of ore. The Sigatoka Gold Claim, our sole property, does not have a known body of commercial ore. Should our mineral claim be found to have commercial quantities of ore, we would be subject to additional risks respecting any development and production activities. Unusual or unexpected formations, formation pressures, fires, power outages, labor disruptions, flooding, explosions, cave-ins, landslides and the inability to obtain suitable or adequate machinery, equipment or labour are other risks involved in extraction operations and the conduct of exploration programs. We do not carry liability insurance with respect to our mineral exploration operations and we may become subject to liability for damage to life and property, environmental damage, cave-ins or hazards. There are also physical risks to the exploration personnel working in the rugged terrain of our claim. Previous mining exploration activities may have caused environmental damage to the Sigatoka Gold Claim. It may be difficult or impossible to assess the extent to which such damage was caused by us or by the activities of previous operators, in which case, any indemnities and exemptions from liability may be ineffective.

Because our officers and directors do not have technical training or experience in starting and operating an exploration company nor in managing a public company, we will have to hire qualified personnel to fulfill these functions. If we lack funds to retain such personnel, or cannot locate qualified personnel, we may have to suspend or cease exploration activity or cease operations which will result in the loss of your investment.

None of our management team has experience exploring for minerals, starting and operating a mineral exploration company, nor do they have training in these areas. As a result their decisions and choices may not take into account standard managerial approaches mineral exploration companies commonly use. Consequently our ultimate financial success could suffer irreparable harm due to certain of management's lack of experience. Additionally, our officers and directors have no direct training or experience in managing and fulfilling the regulatory reporting obligations of a ‘public company’ like Buka Ventures. We will have to hire professionals to undertake these filing requirements for Buka Ventures and this will increase the overall cost of operations.

Because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic which may result in periodic interruptions or suspensions of exploration.

Our President will be devoting only 15% of his time, approximately 24 hours per month, to our business. Our Chief Financial Officer and Secretary-Treasurer will be devoting only approximately 10% of his time, or 16 hours per month to our operations. As a consequence of the limited devotion of time to the affairs of the Company expected from management, our business may suffer. For example, because our officers and directors have other outside business activities and may not be in a position to devote a majority of their time to our exploration activity, our exploration activity may be sporadic or may be periodically interrupted or suspended.

Currency conversion control could adversely affect the Company’s operations and profitability.

The Company’s financial statements are reported in U.S. dollars. We intend to conduct exploration activity at our mining claim in Fiji. Accordingly, the Company’s value of its assets and reporting of its operations may be adversely affected by negative changes in the exchange rate of the Fijian against the U.S. dollar or other currencies.

-7-

Risks Associated with our Shares.

Our officers and directors own a substantial amount of our common stock and will have substantial influence over our operations.

Our directors and officers currently own 25,500,000 shares of common stock representing 56% of our outstanding shares. They purchased their shares for $0.001 per share. The directors and officers registered for resale 20,000,000 of their shares under an effective registration statement. They have sold the above mentioned registered shares. Even with this sale of shares, they have substantial influence over our operations and can effect certain corporate transaction without further shareholder approval. This concentration of ownership may also have the effect of delaying or preventing a change in control.

There is no market for our shares of common stock.

Our common stock is not listed on any exchange or quotation system, and there is no market for our common stock. Therefore, the ability of our shareholders to sell their shares of common stock may be limited which may affect the price of our shares of common stock. We intend to apply for a quotation on the OTCBB whereby:

●	We will have to be sponsored by a participating market maker who will file a Form 211 on our behalf since we will not have direct access to the FINRA personnel; and

●	We will not be quoted on the OTCBB unless we are current in our periodic reports filed with the SEC.

From the date of this Form 10-K, we estimate that it will take us between twelve to eighteen weeks to be approved for a quotation on the OTCBB. However, there can be no assurance that our shares will be listed for quotation on the OTCBB.

Even if a market develops for our shares our shares may be thinly traded, with wide share price fluctuations, low share prices and minimal liquidity.

Even if our shares of common stock are quoted on the OTCBB, our share price may be volatile with wide fluctuations in response to several factors, including but not limited to:

●	Potential investors’ anticipated feeling regarding our results of operations;
●	Increased competition and/or variations in mineral prices;
●	Our ability or inability to generate future revenues; and
●	Market perception of the future of the mineral exploration industry.

Further, our share price may be impacted by factors that are unrelated or disproportionate to our operating performance. Our share price might be affected by general economic, political and market conditions, such as recessions, changes in interest rates or international currency fluctuations. In addition, even if our stock is approved for quotation by a market maker through the OTCBB, stocks traded over this quotation system are usually thinly traded, highly volatile and not followed by analysts. These factors, which are not under our control, may have a material effect on our share price.

-8-

We will need to sell additional shares of common stock for additional capital for our operations that will result in ownership dilution to our existing shareholders.

We need to raise additional capital through the sale of our common stock. This will result in ownership dilution to our shareholders whereby their percentage ownership interest in the Company is reduced. The magnitude of this dilution effect will be determined by the number of shares we will have to issue in the future to obtain the funds required.

Penny Stock Regulations Affect Our Stock Price, Which May Make It More Difficult For Investors To Sell Their Stock.

Broker-dealer practices in connection with transactions in “penny stocks” are regulated by certain penny stock rules adopted by the SEC. Penny stocks generally are equity securities with a price per share of less than $5.00 (other than securities registered on certain national securities exchanges or quoted on the NASDAQ Stock Market, provided that current price and volume information with respect to transactions in such securities is provided by the exchange or system). The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document that provides information about penny stocks and the risks in the penny stock market. The broker-dealer must also provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction, and monthly account statements showing the market value of each penny stock held in the customer’s account. In addition, the penny stock rules generally require that prior to a transaction in a penny stock the broker-dealer make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for a stock that becomes subject to the penny stock rules. Our securities are subject to the penny stock rules, and investors may find it more difficult to sell their securities.

ITEM 1B UNRESOLVED STAFF COMMENTS

There are no unresolved staff comments.

ITEM 2. PROPERTIES

The Sigatoka Gold Claim

Description of Property

The Sigatoka Gold Claim consists of one unpatented mineral claim, located 24 kilometers North of the town of Lautoka, Fiji at Universal Transverse Mecator coordinates Latitude 18°10'59"S and Longitude 177°31 '0"E. The mineral claim was assigned to Buka Ventures Inc. by Omega Ventures Inc. and the said assignment was filed with the Mineral Resources Department of the Ministry of Energy and Mineral Resources of the Government of the Republic of Fiji.

There are no known environmental concerns or parks designated for any area contained within the claims. The property has no encumbrances. As advanced exploration proceeds there may be bonding requirements for reclamation. Buka Ventures Inc. has purchased a 100% interest in the property.

Accessibility, Climate, Local Resources, Infrastructure And Topography

The Sigatoka Gold Claim is accessible from Lautoka, Fiji by traveling on the country's only highway and by taking an all weather gravel road. The town of Lautoka has an experienced work force and will provide all the necessary services needed for an exploration and development operation, including police, hospitals, groceries, fuel, helicopter services, hardware and other necessary items. Drilling companies and assay facilities are present in Lautoka.

-9-

The Sigatoka Gold Claim lies at an elevation of 1,474 feet near the west end of Nakavudra Mountain Range. The main mountain ridge has a maximum peak of 4,341 feet with steep east facing slopes.

The main mountain ridge has a maximum peak of 4,341 feet with steep east facing slopes. Tropical mountain forests grow at lower elevations in the northeast comer of the claim and good rock exposure is found along the peaks and ridges in the western portion of the claim. The climate is mild year round with the rainy season falling from May to October.

History

Gold was first reported in the area by Fijian and British prospectors over 77 years ago. Mineral lode claims were recorded in 1925 in the surrounding areas. Numerous showings of mineralization have been discovered in the area and six prospects have achieved significant production, with Mamanuca Gold Mine (32 kilometers away) producing 110,000 ounces of gold annually. During the 1990' s, several properties north of Sigatoka Gold Claim were drilled by junior mineral exploration companies. Buka Ventures is preparing to conduct preliminary exploration work on the property.

Geological Setting

Regional Geology of the Area. Fiji lies at the midpoint of opposing Tonga Kermadec and new Hebrides convergence zones, separated from the actual convergence zones by two extensional back arc basins which are the North Fiji Basin to the west and the Lau Basin to the east in addition to a series of transform faults including the Fiji Fracture Zone and the Matthew Hunter Ridge. Many of the reconstructions of the past configuration of the is part of the Pacific indicate, however, that Fiji was not so long ago an integral part of the Pacific "Rim of Fire" the complex plate boundary between Pacific and the Indo Australia plates; a boundary which is well recognized as the locus of several major world-class porphyry coppergold and epithermal gold systems.

Stratigraphy . The principal bedded rocks for the area of Sigatoka Gold Claim (and for most of Fiji for that matter) are Volcanic rocks which are exposed along a wide axial zone of a broad complex. Gold at the Mamanuca Gold Mine (which, as stated above, is in close proximity to the Sigatoka Gold Claim) is generally concentrated within extrusive volcanic rocks in the walls of large volcanic caldera. It should, however, not be inferred that because gold was found at the Mamanuca Gold Mine, gold will be found at the Sigatoka Gold Claim.

Intrusive. The main igneous intrusions consist of the Colo Plutonic Suite consisting of tholetic gabbros, tonalities and trondjhemites. Age data indicate that the intrusive stocks are intermediate in age between Ba Volcanic Group rocks west of the area and the younger Tertiary Wainimala Group rocks exposed to the east.

Theoletic Gabbros, for example, are generally are a greenish or dark colored fine to coarse grained rock. Irregular shaped masses of so called "soda granite" are seen in both sharp and gradational contact with the diorite. The different phases of Colo Plutonic Suite are exposed from south of the Sigatoka Gold Claim to just north of the town of Lautoka and are principal host rocks for gold veins at the Mamanuca Gold Mine.

Structure. Repeated cycles of folding, faulting and deformation has created a complex structural history in the Lautoka area. Major faults strike north and northeasterly and coincide with zones of the Ba Volcanic Group. The principal shear direction changes from northeast in the area of the Mamanuca Gold Mine to north-south in the area north of Lautoka. The major transform fault areas are the Fiji Fracture Zone and the Hunter Fracture Zone. One system consists of a set of perpendicular fractures, which strike approximately at right angles to each other, and at acute angles to the trend of formations. The other system consists of two sets of fractures with opposing dips, but which strike parallel to each other and to the trend of the overall formations. The first system contains the principle veins of the area and are younger than the second system. The Ba Volcanic Group represent the most important and continuous fractures in the first system.

-10-

Deposit Types

On a regional basis this area of Fiji is notable for epo-thermal type gold deposits of which the Mamanuca Gold Mines are typical examples. Mineralization is located within a large fractured block created where prominent northwest striking shears intersect the north striking caldera fault zone. The major lodes cover an area of 2 km and are mostly within 400m of the surface. Lodes occur in three main structural settings:

(i) steeply dipping northwest striking shears;

(ii) flatdipping (1040) fractures (flatmakes); and

(iii) shatter blocks between shears.

Most of the gold occurs in tellurides and there are also significant quantities of gold in pyrite.

Mineralization

No mineralization has been reported for the area of the property but structures and shear zones affiliated with mineralization on adjacent properties pass through it.

Exploration

Records indicate that no detailed exploration has been completed on the property on Sigatoka Gold Claim.

Property Geology To the east of the property is intrusive consisting of rocks such as tonalite, monzonite, and gabbro while the property itself is underlain by the Ba Volcanic Group sediments and volcanics. The property lies on the Fiji Fracture Zone. The intrusive also consist of a large mass of granodiorite towards the western most point of the property. The Ba Volcanic Group consists of interlayered chert, argillite and massive andesitic to basaltic volcanics. The volcanics are hornfelsed, commonly contain minor pyrite, pyrrhotite.

Drilling Summary

No drilling is reported on Sigatoka Gold Claim.

Sampling Method; Sample Preparation; Data Verification

All the exploration conducted to date has been conducted according to generally accepted exploration procedures with methods and preparation that are consistent with generally accepted exploration practices.

Interpretations And Conclusions

The area is well known for numerous productive mineral occurrences including the Vatukoula Gold Mines. The local of the Sigatoka Gold Claim is underlain by the same rock units of the Ba Volcanic Group that are found at those mineral occurrence sites. These rocks consisting of cherts and argillites (sediments) and andesitic to basaltic volcanic have been intruded by granodiorite. Structures and mineralization probably related to this intrusion are found throughout the region and occur on the claim. They are associated with all the major mineral occurrences and deposits in the area. Mineralization found on the claim is consistent with that found associated with zones of extensive mineralization. Past work however has been limited and sporadic and has not tested the potential of the property. Potential for significant amounts of mineralization to be found exists on the property and it merits intensive exploration.

-11-

Recommendations by the Geologist

A two phased exploration program to further delineate the mineralized system currently recognized on Sigatoka Gold Claim is recommended. The program would consist of air photo interpretation of the structures, geological mapping, both regionally and detailed on the area of the main showings, geophysical survey using both magnetic and electromagnetic instrumentation in detail over the area of the showings and in a regional reconnaissance survey and geochemical soil sample surveying regionally to identify other areas on the claim that are mineralized and in detail on the known areas of mineralization. The effort of this exploration work is to define and enable interpretation of a follow-up diamond drill program, so that the known mineralization and the whole property can be evaluated.

Competitive Factors

The mining industry is highly fragmented. We are competing with many other exploration companies looking for gold. We are among the smallest exploration companies in existence and are an infinitely small participant in the mining business which is the cornerstone of the founding and early stage development of the mining industry. While we generally compete with other exploration companies, there is no competition for the exploration or removal of minerals from our claims. Readily available markets exist for the sale of gold. Therefore, we will likely be able to sell any gold that we are able to recover, in the event commercial quantities are discovered on the Sigatoka Gold Claim. There is no ore body on the Sigatoka Gold Claim.

Government Regulation

Exploration activities are subject to various national, state, foreign and local laws and regulations in Fiji, which govern prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, protection of the environment, mine safety, hazardous substances and other matters. We believe that we are in compliance in all material respects with applicable mining, health, safety and environmental statutes and the regulations passed thereunder in Fiji.

Environmental Regulation

Our exploration activities are subject to various federal, state and local laws and regulations governing protection of the environment. These laws are continually changing and, as a general matter, are becoming more restrictive. Our policy is to conduct business in a way that safeguards public health and the environment. We believe that our exploration activities are conducted in material compliance with applicable laws and regulations. Changes to current local, state or federal laws and regulations in the jurisdictions where we operate could require additional capital expenditures and increased operating and/or reclamation costs. Although we are unable to predict what additional legislation, if any, might be proposed or enacted, additional regulatory requirements could render certain exploration activities uneconomic.

Employees

Initially, we intend to use the services of subcontractors for manual labor exploration work on our claim. At present, we have no employees as such although each of our officers and directors devotes a portion of their time to the affairs of the Company. None of our officers and directors has an employment agreement with us. We presently do not have pension, health, annuity, insurance, profit sharing or similar benefit plans; however, we may adopt such plans in the future. There are presently no personal benefits available to any employee.

-12-

As indicated above we will hire subcontractors on an as needed basis. We have not entered into negotiations or contracts with any of potential subcontractors. We do not intend to initiate negotiations or hire anyone until we are nearing the time of commencement of our planned exploration activities.

There are no permanent facilities, plants, buildings or equipment on the Sigatoka Gold Claim.

ITEM 3. LEGAL PROCEEDINGS

There are no legal proceedings to which Buka is a party or to which the Sigatoka Gold Claim is subject, nor to the best of management’s knowledge are any material legal proceedings contemplated.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITIES HOLDERS

There has been no Annual General Meeting of Stockholders since Buka’s date of inception. Management has not set a date for an Annual General Meeting of Stockholders.

PART II

ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASE OF EQUITY SECURITIES

Since inception, there has been no trading market for Buka’s common stock. Buka has not paid any dividends on its common stock and it does not anticipate that it will pay dividends in the foreseeable future. As at October 31, 2009, Buka had 41 shareholders; two of these shareholders are an officers and directors of Buka.

Option Grants and Warrants outstanding since Inception.

No stock options have been granted since Buka’s inception.

There are no outstanding warrants or conversion privileges for Buka’s shares.

ITEM 6. SELECTED FINANCIAL INFORMATION

The following summary financial data was derived from our financial statements. This information is only a summary and does not provide all the information contained in our financial statements and related notes thereto. You should read the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related noted included elsewhere in this Form 10-K.

-13-

Operation Statement Data

	For the year ended October 31, 2009	March 15, 2007 (date of incorporation) to October 31, 2009

Revenue	$ -	$ -
Exploration expenses	-	13,922
General and Administration	39,125	55,750
Net loss	(39,125)	(69,672)

Weighted average shares outstanding (basic)	45,500,000
Weighted average shares outstanding (diluted)	45,500,000
Net loss per share (basic)	$ (0.00)
Net loss per share (diluted)	$ (0.00)

Balance Sheet Data

Cash and cash equivalent	$ 7,482
Total assets	7,482
Total liabilities	14,054
Total Shareholders’ deficiency	(6,572)

Our historical results do not necessary indicate results expected for any future periods.

ITEM 6. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward Looking Statements

This Form 10-K contains "forward-looking statements" that involve risks and uncertainties. The use of words such as "anticipate", "expect", "intend", "plan", "believe", "seek" and "estimate", and variations of these words and similar expressions to identify such forward-looking statements. Our actual results are most likely to differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us described in the "Risk Factors" section and elsewhere in this Form 10-K. These forward-looking statements address, among others, such issues as:

●		the estimated financial information we are furnishing in this Form 10-K;

●		our future projected earning and cash flows;

●		the expansion of our business and its operations over the next few years;

●		the exploration of Sigatoka Gold Claim and its future development; and

●		Our future expectations of development projects.

These statements are based on assumptions and analyses made by us in light of our experience and our perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. However, whether actual results and developments will meet our expectations and predictions depend on a number of risks and uncertainties, which could cause our actual results, performance and financial condition to differ materially from our expectation.

-14-

Consequently, these cautionary statements qualify all of the forward-looking statements made in this Form 10-K. We cannot assure you that the actual results or developments anticipated by us will be realized or, even if substantially realized, that they would have the expected effect on us or our business or operations.

Our Business

We have no full-time employees and our management devotes a small percentage of their time to the affairs of the Company.

PLAN OF OPERATIONS

Our financial commitments for the next twelve months consist of primarily related expenses of approximately $23,000 associated with the initiation of a mineral exploration program for a total estimate of expenses of $37,793. Including mineral exploration program, we will have to incur the following estimated expenses, including amounts owed to third party creditors less cash on hand, over the next twelve months:

-15-

Expenses	Amount	Description

Accounting	$ 5,300	Fees to the internal accountant for preparing the quarter and annual working papers for the financial statements to be reviewed and examined by the independent accountants.
Audit	4,000	Review of the quarterly financial statements and examination of the annual financial statements and rendering an opinion thereon.
Mineral exploration program	20,285	Mineral exploration program.
Edgar filing fees	1,000	Filing reports with the SEC.
Office	1,000	General office supplies.
Transfer agent’s fees	2,000	Annual maintenance fee and preparation of share certificates and other documents periodically required by the Company.
Miscellaneous	750	Miscellaneous expenses.
	34,335
Add: Account Payable	10,940	Relates to accounts payable owed to third parties as at October 31, 2009 with no consideration to amounts owed to related parties.
	45,275
Deduct: Cash on hand	(7,482)	As at October 31, 2009
Estimated expenses	$ 37,793

Our engineering consultant has recommended an exploration program for the Sigatoka Gold Claim. Currently, we do not presently have the requisite funds to complete the recommended exploration program. If we cannot raise money to complete the exploration program, we may be required to cease operation. Our directors and officers intend to finance our operation expenses for the next twelve months and to complete the exploration of the Sigatoka Gold Claim.

Even if we raise the sufficient funds to complete the exploration program, assuming the exploration program results warrant further exploration, we will be required to raise additional funds for further exploration activities.

We do not intend to hire any employees at this time. All of the work on the Sigatoka Gold Claim will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying and exploration. We may engage a geologist to assist in evaluating the information derived from the exploration and excavation including advising us on the economic feasibility of removing any mineralized material we may discover.

RESULTS OF OPERATIONS

Foreign Currency and Exchange Rates

Our mineral property is located in the Republic of Fiji. However costs expressed in the geological report on the Claim are expressed in United States Dollars. Any future work to be conducted at the Claim is expected to be paid in Fijian dollars. The functional currency is considered to be US dollars.

Results of Operations for the year ended October 31, 2009

For the period from November 1, 2008 to October 31, 2009, we had a net loss of $39,125 and a total net operating loss from March 15, 2007 (date of inception) to October 31, 2009 of $69,672. This represents a net loss of $0.001 per share for the period based on a weighted average number of shares outstanding of 45,500,000. Our loss for the year ended October 31, 2009 represents various expenses incurred with payment to our independent accountants, payment to an independent consultant for the preparation of our effective registration statement, office expenses and various accrued expenses which have not been paid to date as follows:

-16-

Expense	Amount	Description

Accounting and audit	$ 10,085	Preparation of working papers for submission to our independent accountants for examination of the financial statements
Bank charges	206	Bank charges related to our bank account.
Consulting	15,000	Preparation by consultant of our effective registration statement.
Filing fees	670	Nevada State filing fees and SEC registration filing fees.
Legal	1,500	Legal opinion on tradability of our shares under Exhibit 5 of our registration statement.
Management fees (1)	6,000	Commencing on January 1, 2008, the Company began accruing a management fee related to services provided by its President in the amount of $500 per month. This expense is never paid and is credited to Capital in Excess of Par Value.
Office	547	Office supplies including photocopying, courier and faxing documents.
Rent (1)	2,400	The Company accrues $200 per month for use of an office at the President’s residence.
Telephone(1)	1,200	The Company accrues telephone expense of $100 per month.
Transfer agent	1,517	Fees for obtaining a CUSIP and issuance of shares.
Total	$ 39,125

(1) The Company does not pay its officers and directors any management fees for their monthly services contributed to the affairs of the Company, but effective January 1, 2008 accrued $500 per month in recognition of management fees. In addition, the Company uses the residence of its President for its office at an accrued rent expense of $200 per month. Finally the Company accrues $100 per month for telephone service. Although the Company does not pay for management fees, rent and telephone services, it has, for accounting purposes, recognized these amounts as an expense with an offsetting credit of the same amount to Capital in Excess of Par Value on the Company’s balance sheet. The amounts, so accrued, will never be paid, in now or in the future, in either cash or shares.

Liquidity and Capital Resources

As of October 31, 2009, the Company had cash of $7,482 and current liabilities of $14,054 representing a negative working capital of $6,572.

We cannot assure that additional capital required to finance our operations will be available on acceptable terms, if at all. Any failure to secure additional financing may force us to modify our business plan. In addition, we cannot be assured of profitability in the future.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a wide variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) the reported amounts of expenses during the reporting periods covered by the financial statements. Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain. As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex. We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations. Our significant accounting policies are disclosed in Note 1 of the Notes to the Financial Statements, and several of those critical accounting policies are as follows:

-17-

Exploration Properties. Mineral exploration expenditures are expensed as incurred. Property acquisition costs relating to exploration properties are also expensed until the economic viability of the project is determined and proven and probable reserves quantified. Costs associated with economically viable projects are depreciated and amortized in accordance with the policies described above.

Stock-Based Compensation and Equity Transactions. We account for stock-based compensation pursuant to SFAS No. 123R, Share-Based Payment, an amendment of FASB Statements 123 and 95, which requires us to measure the compensation cost of stock options and other stock-based awards to employees and directors at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest.

Except for transactions with employees and directors that are within the scope of SFAS 123R, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. Additionally, in accordance with EITF 96-18, the Company has determined that the dates used to value the transaction are either: (1) the date at which a commitment for performance by the counter party to earn the equity instruments is established; or (2) the date at which the counter party’s performance is complete.

Corporate Organization and History Within Last Five years

The Company was incorporated under the laws of the State of Nevada on March 15, 2007 under the name Buka Ventures Inc. The Company does not have any subsidiaries, affiliated companies or joint venture partners. We have not been involved in any bankruptcy, receivership or similar proceedings since inception nor have we been party to a reclassification, merger, consolidation, or purchase or sale of a significant amount of assets not in the ordinary course of business other than the Sigatoka Gold Claim. We have a specific business plan to complete Phase I of our exploration program during the summer of 2010.

We have relied upon advances from our directors to assist in financing the Company’s operations since inception. As of the October 31, 2009 our directors had advanced an aggregate total of $3,114 to the Company.

Since our inception we have incurred the following expenses:

Accounting and audit	$ 15,685	Accounting and audit fees since inception.
Bank charges	410
Consulting	15,000	Preparation of Form S-1 by legal counsel.
Exploration expenses	13,922	Property purchase, mining license and other expenses.
Filing fees	1,345	Filing with State of Nevada for annual report.
Incorporation costs	800	Cost of incorporation in State of Nevada.
Legal	1,500	Legal opinion under Exhibit 5 to Form S-1.
Management fees	11,000	Monthly accrual of management fees as noted above.
Office	843	Photocopying, delivery and fax.
Rent	4,400	Accrued rental as noted above.
Telephone	2,200	Accrued telephone as noted above.
Transfer agent fees	2,567	Annual transfer agent fees and certificate issuance.

Total	$ 69,672

-18-

Our Business

We intend to undertake exploration work on the Sigatoka Gold Claim when we have sufficient money to do so.

We are presently in the pre-exploration stage and there is no assurance that mineralized material with any commercial value exits on our property.

We do not have any ore body and have not generated any revenues from our operations.

To become profitable and competitive, we must invest into the exploration of our property before we start production of any minerals we may find. We must obtain equity or debt financing to provide the capital required to fully implement our phased exploration program. We have no assurance that financing will be available to us on acceptable terms. If financing is not available on satisfactory terms, we will be unable to commence, continue, develop or expand our exploration activities. Even if available, equity financing could result in additional dilution to existing shareholders.

Our auditors have issued a going concern opinion. This means that our auditors believe there is substantial doubt that we can continue as an on-going business for the next twelve months unless we obtain additional capital to pay our bills. This is because we have not generated any revenues and no revenues are anticipated until we begin removing and selling minerals. Accordingly, we must raise cash from sources other than the sale of minerals found on the Sigatoka Gold Claim. Our only other source for cash at this time is investments by others in the Company. We must raise cash to implement our planned exploration program and stay in business.

To meet our need for cash we must raise additional capital. We will attempt to raise additional money through a private placement, public offering or through loans. We have discussed this matter with our officers and directors. At the present time, we have not made any arrangements to raise additional cash. We require additional cash to continue operations. Such operations could take many years of exploration and would require expenditure of very substantial amounts of money, money we do not presently have and may never be able to raise. If we cannot raise it we will have to abandon our planned exploration activities and go out of business.

Our future financial success will be dependent on the success of the exploration work on the Sigatoka Gold Claim. Such exploration may take years to complete and future cash flows, if any, are impossible to predict at this time. The realization value from any mineralization which may be discovered by us is largely dependent on factors beyond our control such as the market value of metals produced, mining regulations in the Republic of Fiji and foreign exchange rates.

We have no plant or significant equipment to sell, nor are we going to buy any plant or significant equipment during the next twelve months. We will not buy any equipment until we have located a body of ore and we have determined it is economical to extract the ore from the land.

We may attempt to interest other companies to undertake exploration work on the Sigatoka Gold Claim through joint venture arrangement or even the sale of part of the Sigatoka Gold Claim. Neither of these avenues has been pursued as of the date of this Form 10-K.

We do not intend to hire any employees at this time. All of the work on the Sigatoka Gold Claim will be conducted by unaffiliated independent contractors that we will hire. The independent contractors will be responsible for surveying, exploration, and excavation. We may engage a geologist to assist in evaluating the information derived from the exploration and excavation including advising us on the economic feasibility of removing any mineralized material we may discover.

-19-

Trends

We are in the pre-explorations stage, have not generated any revenue and have no prospects of generating any revenue in the foreseeable future. We are unaware of any known trends, events or uncertainties that have had, or are reasonably likely to have, a material impact on our business or income, either in the long term of short term, other than as described in this section or in ‘Risk Factors’.

Off-balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to our shareholders.

Short and long-term Trend Liabilities

We are unaware of any known trends, events or uncertainties that have or are reasonably likely to have a material impact on our business either in the long-term or long-term liquidity which have not been disclosed under “Risk Factors”.

Internal and External Sources of Liquidity

There are no material internal or external sources of liquidity.

Known Trends, Events or Uncertainties having an Impact on Income

Since we are in the start-up stage and the Sigatoka Gold Claim has not produced any income, there is a chance that it never will. We do not know of any trends, events or uncertainties that are reasonably expected to have a material impact on income in the future.

Dividend Policy

We have never declared or paid any cash dividends or distributions on our common stock. We currently intend to retain our future earnings to support operations and to finance future growth and expansion and, therefore, do not anticipate paying any cash dividends on our common stock in the foreseeable future.

Compensation Plans

As at October 31, 2009 and up to the date of this Form 10-K, we have no shares of our common stock that are issued under compensation plans approved by our shareholders.

ITEM 7A

QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

Not applicable

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

The financial statements attached to this Form 10-K for the year ended October 31, 2009 have been examined by our independent accountants, Madsen & Associates CPA’s Inc. and attached hereto.

-20-

ITEM 9.

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

During the year ended October 31, 2009, to the best of our knowledge, there have been no disagreements with Madsen & Associates CPA’s Inc. on any matters of accounting principles or practices, financial statement disclosure, or audit scope procedures, which disagreement if not resolved to the satisfaction of Madsen & Associates CPA’s Inc. would have caused them to make a reference in connection with its report on the financial statements for the year.

ITEM 9A CONTROLS AND PROCEDURES

Our management, on behalf of the Company, has considered certain internal control procedures as required by the Sarbanes-Oxley (“SOX”) Section 404 A which accomplishes the following:

Internal controls are mechanisms to ensure objectives are achieved and are under the supervision of the Company’s Chief Executive Officer, being Ritesh Chandra Singh, and Chief Financial Officer, being Ranjana Bharat. Good controls encourage efficiency, compliance with laws and regulations, sound information, and seek to eliminate fraud and abuse.

These control procedures provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external purposes in accordance with U.S. generally accepted accounting principles.

Internal control is "everything that helps one achieve one's goals - or better still, to deal with the risks that stop one from achieving one's goals."

Internal controls are mechanisms that are there to help the Company manage risks to success.

Internal controls is about getting things done (performance) but also about ensuring that they are done properly (integrity) and that this can be demonstrated and reviewed (transparency and accountability).

In other words, control activities are the policies and procedures that help ensure the Company’s management directives are carried out. They help ensure that necessary actions are taken to address risks to achievement of the Company’s objectives. Control activities occur throughout the Company, at all levels and in all functions. They include a range of activities as diverse as approvals, authorizations, verifications, reconciliations, reviews of operating performance, security of assets and segregation of duties.

As of October 31, 2009, Ritesh Singh and Ranjana Bharat assessed the effectiveness of the Company’s internal control over financial reporting based on the criteria for effective internal control over financial reporting established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”) and SEC guidance on conducting such assessments. They concluded, during the year ended October 31, 2009, internal controls and procedures were not effective to detect the inappropriate application of US GAAP rules. Management realized there are deficiencies in the design or operation of the Company’s internal control that adversely affected the Company’s internal controls which management considers to be material weaknesses.

In the light of management’s review of internal control procedures as they relate to COSO and the SEC the following were identified:

● The Company’s Audit Committee does not function as an Audit Committee should since there is a lack of independent directors on the Committee and the Board of Directors has not identified an “expert”, one who is knowledgeable about reporting and financial statements requirements, to serve on the Audit Committee.

-21-

● The Company has limited segregation of duties which is not consistent with good internal control procedures.

● The Company does not have a written internal control procedurals manual which outlines the duties and reporting requirements of the Directors and any staff to be hired in the future. This lack of a written internal control procedurals manual does not meet the requirements of the SEC or good internal control.

● There are no effective controls instituted over financial disclosure and the reporting processes.

Ritesh Singh and Ranjana Bharat feel the weaknesses identified above, being the latter three, have not had any affect on the financial results of the Company. They will have to address the lack of independent members on the Audit Committee and identify an “expert” for the Committee to advise other members as to correct accounting and reporting procedures.

The Company will endeavor to correct the above noted weaknesses in internal control once it has adequate funds to do so. By appointing independent members to the Audit Committee and using the services of an expert on the Committee will greatly improve the overall performance of the Audit Committee. With the addition of other Board Members and staff the segregation of duties issue will be address and will no longer be a concern to management. By having a written policy manual outlining the duties of each of the officers and staff of the Company will facilitate better internal control procedures.

Ritesh Singh and Ranjana Bharat will continue to monitor and evaluate the effectiveness of the Company’s internal controls and procedures and its internal controls over financial reporting on an ongoing basis and are committed to taking further action and implementing additional enhancements or improvements, as necessary and as funds allow.

ITEM 9A (T) – CONTROLS AND PROCEDURES

There were no changes in the Company’s internal controls or in other factors that could affect its disclosure controls and procedures subsequent to the Evaluation Date, nor any deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions.

ITEM 9B OTHER INFORMATION

There is no other information to be reported under this Item.

PART 111

ITEM 10

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Directors and Executive Officers

The following table sets forth the names and ages of our directors and executive officers, the principal offices and positions with us held by each person and the date such person became our director or executive officer. Our executive officers are appointed by our Board of Directors. Our directors serve until the earlier occurrence of the election of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors.

-22-

Name	Age	Became a Director	Position

Ritesh Chandra Singh	32	2007	Chief Executive Officer, President and Director

Ranjana Bharat	34	2007	Chief Financial Officer, Secretary and Director

Ritesh Chandra Singhy has served as Chief Executive Officer, President and Director since the Company’s inception. Since 2002, Ms. Singhy has served as Legal Executive of Sherani & Company, Barristers Notaries Public, Suva, Fiji.

Ranjana Bharat has served as Chief Financial Officer and Director since the Company’s inception. Since 1998, Mr. Bharat has served as an Accounts Executive of Sherani & Company, Barristers Notaries Public, Suva, Fiji. Mr. Bharat has a Bachelor of Arts from the University of South Pacific in 1995.

We have an audit committee, but do not have a compensation committee due to our size.

Audit Committee

We have an audit committee whose members consist of Ritesh Chandra Singh, our Chief Executive Officer and Ranjana Bharat our Chief Financial Officer neither of whom are independent. Further, neither Ms. Singh nor Mr. Bharat can be considered an “audit committee financial expert” as defined in Item 401 of Regulation S-K. Given our size and limited financial ability, we do not anticipate in seeking an audit committee financial expert in the near future.

The Charter of the Audit Committee of the Board of Directors sets forth the responsibilities of the Audit Committee. The primary function of the Audit Committee is to oversee and monitor our accounting and reporting processes and the audits of our financial statements

Since inception on March 15, 2007, our Board has conducted its business entirely by consent resolutions.

Significant Employees

Buka has no paid employees as such. Our Officers and Directors fulfill many functions that would otherwise require Buka to hire employees or outside consultants. We anticipate engaging the services of workers to assist in the exploration of the Sigatoka Gold Claim. We expect to engage a field worker(s) during the summer of 2010 to assist in conduct the Phase I exploration work to undertaken on the Sigatoka Gold Claim. Any field workers we engage will not be considered employees either on a full time or part time basis. This is because our exploration programs will not last more than a few weeks and once completed these individuals will no longer be required to fulfill such functions.

Family Relationships

Our President and our Chief Financial Officer and Secretary Treasurer are unrelated.

Involvement in Certain Legal Proceedings

To the knowledge of Buka, during the past five years, none of our directors or executive officers:

(1)

has filed a petition under the federal bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or similar officer appointed by the court for the business or property of such person, or any partnership in which she was a general partner at or within two years before the time of such filings;

-23-

(2)	was convicted in a criminal proceeding or named subject of a pending criminal proceeding (excluding traffic violations and other minor offenses);

(3)	was the subject of any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining her from or otherwise limiting, the following activities:

(i) acting as a futures commission merchant, introducing broker, commodity trading advisor, commodity pool operator, floor broker, leverage transaction merchant, associated person of any of the foregoing, or as an investment advisor, underwriter, broker or dealer in securities, or as an affiliate person, director or employee of any investment company, or engaging in or continuing any conduct or practice in connection with such activity;

(ii) engaging in any type of business practice; or

(iii) engaging in any activities in connection with the purchase or sale of any security or commodity or in connection with any violation of federal or state securities laws or federal commodities laws;

(4)

was the subject of any order, judgment, or decree, not subsequently reversed, suspended, or vacated, of any federal or state authority barring, suspending or otherwise limiting for more than 60 days the right of such person to engage in any activity described above under this Item, or to be associated with persons engaged in any such activities;

(5)	was found by a court of competent jurisdiction in a civil action or by the SEC to have violated any federal or state securities law, and the judgment in such civil action or finding by the SEC has not been subsequently reversed, suspended, or vacated.

(6)

was found by a court of competent jurisdiction in a civil action or by the Commodity Futures Trading Commission to have violated any federal commodities law, and the judgment in such civil action or finding by the Commodity Futures Trading Commission has not been subsequently reversed, suspended or vacated.

ITEM 11. EXECUTIVE COMPENSATION

General Philosophy

The Company’s Board of Directors is responsible for establishing and administering the Company’s executive and director compensation.

Executive Compensation

In light of our limited capital, the executive officers receive no cash compensation for serving the Company. Since inception, the Company has accrued $500 per month for management fees related to services provide by the officers to the Company. This accrual is established for accounting purposes only and will never be paid in either cash or shares either now or in the future. The management fee expense is offset against a credit to “Capital in Excess of Par Value.”

-24-

Compensation Summary

The following table summarizes all compensation earned by or paid to our Chief Executive Officer (Principal Executive Officer) and other executive officers, during the past three fiscal years ended October 31, 2009, 2008 and 2007.

SUMMARY COMPENSATION TABLE

Name and principal Position	Year	Salary	Option Award	All other Compensation	Total

Ritesh Chandra Singh Chief Executive Officer	2007 2008 2009	0 0 0	0 0 0	0 0 0	0 0 0

Ranjana Bharat Chief Financial Officer	2007 2008 2009	0 0 0	0 0 0	0 0 0	0 0 0

Employment Agreements

No officer or director has an employment agreement with the Company.

Stock Options

The Company has no stock options outstanding.

Compensation of Directors

Currently, our directors receive no compensation for serving as such. We may reconsider this policy if and when we appoint or elect other individuals as directors.

ITEM 12

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

The following table sets forth, as at November 30, 2009, the total number of shares owned beneficially by each of our directors, officers and key employees, individually and as a group, and the present owners of 5% or more of our total outstanding shares. The shareholders listed below have direct ownership of her shares and possesses sole voting and dispositive power with respect to the shares.

Name	Common Shares Owned	Percentage

Ritesh Chandra Singh 21 Luke Street, Vatuwaga, Suva, Fiji	17,000,000	37.4

Ranjana Bharat 20 Howell Road, Samabula, Suva, Fiji	8,500,000	18.7

Directors and Officers as a group	25,500,000	56.1

(1)	Unless otherwise noted, the security ownership disclosed in this table is of record and beneficial.

-25-

(2)

Under Rule 13-d of the Exchange Act, shares not outstanding but subject to options, warrants, rights, conversion privileges pursuant to which such shares may be acquired in the next 60 days are deemed to be outstanding for the purpose of computing the percentage of outstanding shares owned by the person having such rights, but are not deemed outstanding for the purpose of computing the percentage for such other persons. None of our officers or directors has options, warrants, rights or conversion privileges outstanding.

All the shares noted above as being held by our officers and directors are restricted under Rule 144 and cannot be transfer, sold or traded unless the shares adhere to the requirements of Rule 144.

Related Party Transactions

We have not entered into any transaction involving our officers or directors or any entity controlled by them.

Director Independence

Neither of our directors are independent within the meaning of Section 4200(a) 15 of the NASDAQ Stock Market Rules.

Our authorized capital consists of 750,000,000 shares of common stock, par value $0.001 per share, of which 45,500,000 shares are issued and outstanding.

The holders of our common stock are entitled to receive dividends as may be declared by our Board of Directors; are entitled to share ratably in all of our assets available for distribution upon winding up of the affairs our Company; and are entitled to one non-cumulative vote per share on all matters on which shareholders may vote at all meetings of the shareholders.

The shareholders are not entitled to preference as to dividends or interest; preemptive rights to purchase in new issues of shares; preference upon liquidation; or any other special rights or preferences.

Dividend Policy

As of the date of this Form 10-K we have not paid any cash dividends to stockholders. The declaration of any future cash dividends, if any, will be at the discretion of the Board of Directors and will depend on our earnings, if any, capital requirements and financial position, general economic conditions and other pertinent conditions. It is our present intention not to pay any cash dividends in the near future.

Transfer Agent

Our transfer agent is Empire Stock Transfer, 1859 Whitney Mesa Drive, Henderson, Nevada, 89014.

Employment Agreements with Executive Officers and Directors

There are no employment agreements with any officers or directors.

-26-

Stock Option Plan

We have never established any form of stock option plan for the benefit of our directors, officers or future employees. We do not have a long-term incentive plan nor do we have a defined benefit, pension plan, profit sharing or other retirement plan.

Bonuses and Deferred Compensation

None

Compensation Pursuant to Plans

None

Pension Table

None

Termination of Employment

There are no compensatory plans or arrangements, including payments to be received from Buka, with respect to any person named in Summary of Compensation set out above which would in any way result in payments to any such person because of his resignation, retirement, or other termination of such person’s employment with Buka, or any change in control of Buka, or a change in the person’s responsibilities following a change in control of Buka.

ITEM 13

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.

Transactions with Management and Others

Except as indicated below, there were no material transactions, or series of similar transactions, since inception of Buka, or any currently proposed transactions, or series of similar transactions, to which Buka was or is to be a party, in which the amount involved exceeds $120,000, and in which any director or executive officer, or any security holder who is known by Buka to own of record or beneficially more than 5% of any class of Buka’s common stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Indebtedness of Management

There were no material transactions, or series of similar transactions, since inception of Buka, or any currently proposed transactions, or series of similar transactions, to which Buka was or is to be a part, in which the amount involved exceeded $120,000 and in which any director or executive officer, or any security holder who is known to Buka to own of record or beneficially more than 5% of the common shares of Buka’s capital stock, or any member of the immediate family of any of the foregoing persons, has an interest.

Conflicts of Interest

None of our officers and directors is a director or officer of any other company involved in the mining industry. However there can be no assurance such involvement in other companies in the mining industry will not occur in the future. Such potential future involvement could create a conflict of interest.

-27-

To ensure that potential conflicts of interest are avoided or declared and that the Company conducts business in accordance with laws, the Board of Directors adopted on May 21, 2007, a Code of Business Conduct and Ethics. Buka Ventures’ Code of Business Conduct and Ethics embodies our commitment to such ethical principles and sets forth the ethical behavior of Buka’s officers to its shareholders, employees, customers, lenders and others.

Transactions with Promoters

Buka does not have promoters and has no transactions with any promoters.

ITEM 14 PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees

The aggregate fees billed by the independent registered accountants for the period ended October 31, 2009 for professional services for the review of the quarterly financial statements as at January 31, April 30 and July 31, annual financial statements as of October 31, and services that are normally provided by the accountants in connection with statutory and regulatory filings or engagements for those period years were as follows: $500 for each of the quarters ended January 31, April 30 and July and $2,500 for the audit of October 31 for a total for the two years of $8,000.

(2) Audit-Related Fees

The aggregate fees billed in each of the two periods mentioned above for assurance and related services by the principal accountants that are reasonably related to the performance of the audit or review of Buka’s financial statements and are not reported under Item 9 (e)(1) of Schedule 14A was NIL.

(3) Tax Fees

The aggregate fees billed in October 31, 2009 for professional services rendered by the principal accountants for tax compliance, tax advice, and tax planning was NIL.

(4) All Other Fees

During the period from inceptions to October 31, 2009 there were no other fees charged by the principal accountants other than those disclosed in (1) and (3) above.

(5) Audit Committee’s Pre-approval Policies

At the present time, there are not sufficient directors, officers and employees involved with Buka to make any pre-approval policies meaningful. Once Buka has elected more directors and appointed directors and non-directors to the Audit Committee it will have meetings and function in a meaningful manner.

(6) Audit Hours Incurred

The principal accountants did not spend greater than 50 percent of the hours spent on the accounting by Buka’s internal accountant.

-28-

ITEM 15 EXHIBITS, FINANCIAL STATEMENT SCHEDULES

Exhibits

The following exhibits are included as part of this report by reference:

3.1		Certificate of Incorporation (incorporated by reference from Buka’s Registration Statement on Form S-1 filed on December 19, 2008, Registration No. 333-156311)

3.2		Articles of Incorporation (incorporated by reference from Buka’s Registration Statement on Form S-1 filed on December 19, 2008, Registration No.333-156311)

3.3		By-laws (incorporated by reference from Buka’s Registration Statement on Form S-1 filed on December 19, 2008, Registration No. 333-156311)

4		Stock Specimen (incorporated by reference from Buka’s Registration Statement on Form S-1 filed on December 19, 2008, Registration No. 333-156311)

10.1		Transfer Agent and Registrar Agreement (incorporated by reference from Buka’s Registration Statement on Form S-1 filed on December 19, 2008 Registration No. 333-156311)

Financial Statement Schedules.

The following financial statements are included in this report:

Title of Document	Page

Report of Madsen & Associates, CPA’s Inc.	31

Balance Sheets as at October 31, 2009 and 2008	32

Statement of Operations for the years ended October 31, 2009 and 2008 and for the period from March 15, 2007 (date of inception) to October 31, 2009	33

Statement of Changes in Shareholders’ Equity for the period from March 15, 2007 (date of inception) to October 31, 2009	34

Statement of Cash Flows for the years ended October 31, 2009 and 2008 and for the period from March 15, 2007 (date of inception) to October 31, 2009	35

Notes to the Financial Statements	36

-29-

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BUKA VENTURES INC.

(Registrant)

By: RITESH CHANDRA SINGH

Ritesh Chandra Singh

Chief Executive Officer,

President and Director

Date: January 11, 2010

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dated indicated.

By: RITESH CHANDRA SINGH

Ritesh Chandra Singh

Chief Executive Officer,

President and Director

Date: January 11, 2010

By: RANJANA BHARAT

Ranjana Bharat

Chief Accounting Officer,

Chief Financial Officer and Director

Date: January 11, 2010

-30-

MADSEN & ASSOCIATES CPA’s INC.	684 East Vine Street, #3
Certified Public Accountants and Business Consultants	Murray, Utah, 84107
	Telephone 801-268-2632
	Fax 801-262-3978

Board of Directors

BUKA VENTURES INC.

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We have audited the accompanying balance sheets of Buka Ventures Inc. (pre-exploration stage company) at October 31, 2009 and 2008, and the related statements of operations, changes in stockholders' equity, and cash flows for the years ended October 31, 2009 and 2008 and for period from March 15, 2007 (date of inception) to October 31, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The company is not required to have nor were we engaged to perform an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purposes of expressing an opinion on the effectiveness for the company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Buka Ventures Inc. at October 31, 2009 and 2008, and the results of operations and cash flows for years ended October 31, 2009 and 2008 and for the period from March 15, 2007 (date of inception) to October 31, 2009, in conformity with generally accepted accounting principles.

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital for its planned activities and to service its debt, which raises substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are described in the notes to the financial statements. These financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Murray, Utah MADSEN & ASSOCIATES, CPA’s INC.

December 15, 2009

-31-

BUKA VENTURES INC.

(Pre-exploration Stage Company)

BALANCE SHEETS

	October 31, 2009	October 31, 2008

ASSETS

CURRENT ASSETS

Cash	$ 7,482	$ 31,375

Total Current Assets	$ 7,482	$ 31,375

LIABILITIES AND STOCKHOLDERS’ DEFICIENCY

CURRENT LIABILITIES

Accounts payable	$ 10,940	$ 5,658
Accounts payable – related parties	3,114	2,764

Total Current Liabilities	14,054	8,422

STOCKHOLDERS’ DEFICIENCY

Common stock
750,000,000 shares authorized, at $0.001 par value;
45,500,000 shares issued and outstanding	45,500	45,500
Capital in excess of par value	17,600	8,000
Deficit accumulated during the pre-exploration stage	(69,672)	(30,547)

Total Stockholders’ (Deficiency) Equity	(6,572)	22,953

	$ 7,482	$ 31,375

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

-32-

BUKA VENTURES INC.

(Pre-exploration Stage Company)

STATEMENTS OF OPERATIONS

For the years ended October 31, 2009 and 2008 and for the period from March 15, 2007 (date of inception) to October 31, 2009

	For the year ended October 31, 2009	For the year ended October 31, 2008	From March 15, 2007 (date of inception) to October 31, 2009

REVENUE	$ -	$ -	$ -

EXPENSES

Acquisition, staking and geological report	-	8,922	13,922
Administrative	39,125	14,250	55,750

NET LOSS FROM OPERATIONS	$ (39,125)	$ (23,172)	$(69,672)

NET LOSS PER COMMON SHARE

Basic and diluted	$ (0.00)	$ (0.00)

AVERAGE OUTSTANDING SHARES

Basic	45,500,000	45,500,000

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

-33-

BUKA VENTURES INC.

(Pre-Exploration Stage Company)

STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY

Period March 15, 2007 (date of inception) to October 31, 2009

	Common Shares	Stock Amount	Capital in Excess of Par Value	Accumulated Deficit

Balance March 15, 2007	-	$ -	$ -	$ -

Issuance of common shares for reimbursement of expenses at $.001 – October 31, 2007	5,000,000	5,000	-	-

Net operating loss for the period March 15, 2007 ( date of inception) to October 31, 2007	-	-	-	(7,375)

Balance as at October 31, 2007	5,000,000	5,000	-	(7,375)

Issuance of common shares for cash at $.001 - October 31, 2008	40,500,000	40,500	-	-

Capital contributions – expenses	-	-	8,000	-

Net operating loss for the year ended October 31, 2008	-	-	-	(23,172)

Balance as at October 31, 2008	45,500,000	45,500	8,000	(30,547)

Capital contributions – expenses	-	-
			9,600
Net operating loss for the year ended October 31, 2009	-	-	-	(39,125)

Balance as at October 31, 2009	45,500,000	$ 45,500	$ 17,600	$ (69,672)

The accompanying notes are an integral part of these financial statements

-34-

BUKA VENTURES INC.

(Pre-exploration Stage Company)

STATEMENTS OF CASH FLOWS

For the years ended October 31, 2009 and 2008 and for the period from March 15, 2007 (date of inception) to October 31, 2009

	For the year ended Oct. 31, 2009	For the year ended Oct. 31, 2008	From March 15, 2007 (date of inception) to Oct. 31, 2009

CASH FLOWS FROM OPERATING ACTIVITIES:

Net loss	$ (39,125)	$ (23,172)	$ (69,672)

Adjustments to reconcile net loss to net cash provided by operating activities:

Common shares issued for expenses	-	-	5,000
Capital contributions – expenses	9,600	8,000	17,600
Changes in accounts payable	5,282	4,133	10,940

Net Cash Provided (Used) in Operations	(24,243)	(11,039)	(36,132)

CASH FLOWS FROM INVESTING ACTIVITIES:	-	-	-

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from loan from related party	350	1,914	3,114
Proceeds from issuance of common stock	-	40,500	40,500

	350	42,414	43,614

Net (Decrease) Increase in Cash	(23,893)	31,375	7,482

Cash at Beginning of Period	31,375	-	-

CASH AT END OF PERIOD	$ 7,482	$ 31,375	$ 7,482

The accompanying notes are an integral part of these financial statements

-35-

BUKA VENTURES INC.

(Pre-exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2009

1. ORGANIZATION

The Company, Buka Ventures Inc., was incorporated under the laws of the State of Nevada on March 15, 2007 with the authorized capital stock of 750,000,000 shares at $0.001 par value.

The Company was organized for the purpose of acquiring and developing mineral properties. At the report date mineral claims, with unknown reserves, had been acquired. The Company has not established the existence of a commercially minable ore deposit and therefore has not reached the exploration stage and is considered to be in the pre-exploration stage.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Accounting Methods

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

Dividend Policy

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

Basic and Diluted Net Income (loss) Per Share

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

Evaluation of Long-Lived Assets

The Company periodically reviews its long term assets and makes adjustments, if the carrying value exceeds fair value.

Foreign Currency Translations

Part of the transactions of the Company were completed in Fijian dollars and have been translated to US dollars as incurred, at the exchange rate in effect at the time, and therefore, no gain or loss from the translation is recognized. The functional currency is considered to be US dollars.

Revenue Recognition

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

-36-

BUKA VENTURES INC.

(Pre-exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Income Taxes

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

On October 31, 2009 the Company had a net operating loss carry forward of $69,672 for income tax purposes. The tax benefit of approximately $20,900 from the loss carry forward has been fully offset by a valuation reserve because the future tax benefit is undeterminable since the Company is unable to establish a predictable projection of operating profits for future years. Losses will expire during 2029.

Advertising and Market Development

The company expenses advertising and market development costs as incurred.

Financial Instruments

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

Estimates and Assumptions

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

Statement of Cash Flows

For the purposes of the statement of cash flows, the Company considers all highly liquid investments with a maturity of three months or less to be cash equivalents.

Unproven Mining Claim Costs

Cost of acquisition, exploration, carrying and retaining unproven properties are expensed as incurred.

-37-

BUKA VENTURES INC.

(Pre-exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2009

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - Continued

Environmental Requirements

At the report date environmental requirements related to the mineral claim acquired are unknown and therefore any estimate of any future cost cannot be made.

Recent Accounting Pronouncements

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

3. AQUISITION OF MINERAL CLAIM

On May 1, 2007, the Company acquired the Sigatoka Gold Claim located in the Republic of Fiji from Omega Ventures Inc., an unrelated company, for the consideration of $5,000. The Sigatoka Gold Claim is located 24 km north of the city of Lautoka, Fiji. Under Fijian law, the claim remains in good standing as long as the Company has an interest in it. There is no annual maintenance fee or minimum exploration work required on the Claim.

4. SIGNIFICANT TRANSACTIONS WITH RELATED PARTY

The officers-directors have acquired 56% of the common stock issued and have made no interest, demand loans to the Company of $3,114 and have made contributions to capital of $17,600 to the Company in the form of expenses paid for the Company.

5. CAPITAL STOCK

On October 31, 2007 one of the Company’s directors received 5,000,000 common shares at a price of $0.001 per share for reimbursement of expenses paid by him for the Company in the amount of $5,000.

On October 31, 2008 the Company issued to its officers and directors 40,500,000 common shares at $0.001 per share for a cash consideration of $40,500.

6. GOING CONCERN

The Company intends to seek business opportunities that will provide a profit. However, the Company does not have the working capital necessary to be successful in this effort and to service its debt, which raises substantial doubt about its ability to continue as a going concern.

Continuation of the Company as a going concern is dependent upon obtaining additional working capital and the management of the Company has developed a strategy, which it believes will accomplish this objective through additional loans from related parties, and equity funding, which will enable the Company to operate for the coming year.

-38-