NUTRANOMICS, INC. - Quarter Report: 2010 January (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
10-Q
(X
)
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITES EXCHANGE ACT OF
1934
|
For
the quarter period ended January 31,
2010
|
( )
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE EXCHANGE ACT OF
1934
|
For
the transition period
form
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)
|
(IRS Employer Identification
No.)
|
21 Luke Street, Vatuwaga, Suva,
Fiji
|
(Address
of principal executive offices)
|
679-331-3255
|
(Issuer’s
telephone number)
|
N/A
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) 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 [X] No
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 [ ]
APPLICABLE
ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS
DURING THE PROCEDING FIVE YEARS
Indicate by check mark whether the
registrant has filed all documents and reports required to be filed by Section
12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the
distribution of securities under a plan confirmed by a court. Yes
□ No □
APPLICABLE
ONLY TO CORPORATE ISSUERS
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:
February
10, 2010: 45,500,000 common shares
-1-
INDEX
Page
Number
|
||
PART
1.
|
FINANCIAL
INFORMATION
|
|
ITEM
1.
|
Financial
Statements (unaudited)
|
3
|
Balance
Sheet as at January 31, 2010 and October 31, 2009
|
4
|
|
Statement
of Operations
For
the three months ended January 31, 2010 and 2009 and from Inception (March
15, 2007) to January 31, 2010
|
5
|
|
Statement
of Cash Flows
For
the three months ended January 31, 2010 and 2009 and from Inception (March
15, 2007) to January 31, 2010
|
6
|
|
Notes
to the Financial Statements.
|
7
|
|
ITEM
2.
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
10
|
ITEM
3.
|
Quantitative
and Qualitative Disclosure About Market Risk
|
17
|
ITEM
4.
|
Controls
and Procedures
|
17
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ITEM
4T
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Controls
and Procedures
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18
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PART
11.
|
OTHER
INFORMATION
|
18
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ITEM
1.
|
Legal
Proceedings
|
18
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ITEM
1A
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Risk
Factors
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18
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ITEM
2.
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
22
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ITEM
3.
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Defaults
Upon Senior Securities
|
22
|
ITEM
4.
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Submission
of Matters to a Vote of Security Holders
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22
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ITEM
5.
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Other
Information
|
22
|
ITEM
6.
|
Exhibits
|
23
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SIGNATURES.
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24
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|
-2-
PART
1 – FINANCIAL INFORMATION
ITEM
1. FINANCIAL STATEMENTS
The
accompanying balance sheets of Buka Ventures Inc. (Pre-exploration stage
company) at January 31, 2010 (with comparative figures as at October 31, 2009)
and the statement of operations for the three months ended January 31, 2010 and
2009 and from inception (March 15, 2007) to January 31, 2010, and the
statement of cash flow for the three months ended January 31, 2010 and 2009 and
from inception (March 15, 2007) to January 31, 2010 have been prepared by the
Company’s management in conformity with accounting principles generally accepted
in the United States of America. In the opinion of management, all
adjustments considered necessary for a fair presentation of the results of
operations and financial position have been included and all such adjustments
are of a normal recurring nature.
Operating
results for the first quarter ended January 31, 2010 are not necessarily
indicative of the results that can be expected for the year ending October 31,
2010.
-3-
BUKA
VENTURES INC.
(Pre-exploration
Stage Company)
BALANCE
SHEETS
(Unaudited
– Prepared by Management)
January
31, 2010
|
October
31, 2009
|
|
ASSETS
|
||
CURRENT
ASSETS
|
||
Cash
|
$ 4,464
|
$ 7,482
|
Total Current
Assets
|
$ 4,464
|
$ 7,482
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LIABILITIES
AND STOCKHOLDERS’ DEFICIENCY
|
||
CURRENT
LIABILITIES
|
||
Accounts payable
|
$ 10,200
|
$ 10,940
|
Accounts payable – related
parties
|
3,185
|
3,114
|
Total Current
Liabilities
|
13,385
|
14,054
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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
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Capital in excess of par
value
|
20,000
|
17,600
|
Deficit accumulated during the
pre-exploration stage
|
(74,421)
|
(69,672)
|
Total Stockholders’ (Deficiency)
Equity
|
(8,921)
|
(6,572)
|
$ 4,464
|
$ 7,482
|
The
accompanying notes are an integral part of these unaudited financial
statements.
-4-
BUKA
VENTURES INC.
(Pre-exploration
Stage Company)
STATEMENTS
OF OPERATIONS
For the
three months ended January 31, 2010 and 2009 and for the period from March 15,
2007 (date of inception) to January 31, 2010
(Unaudited
– Prepared by Management)
For
the three months ended
January
31, 2010
|
For
the three months
ended
January
31, 2009
|
From
March 15, 2007
(date
of inception)
to
January
31 2010
|
|
REVENUE
|
$ -
|
$ -
|
$ -
|
EXPENSES
|
|||
Acquisition,
staking and geological
report
|
-
|
-
|
13,922
|
Administrative
|
4,749
|
22,109
|
60,499
|
NET
LOSS FROM OPERATIONS
|
$ (4,749)
|
$ (22,109)
|
$(74,421)
|
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 unaudited financial
statements.
-5-
BUKA
VENTURES INC.
(Pre-exploration
Stage Company)
STATEMENTS
OF CASH FLOWS
For the
three months ended January 31, 2010 and 2009 and for the period from March 15,
2007 (date of inception) to January 31, 2010
(Unaudited
– Prepared by Management)
For
the three months
ended
January
31, 2010
|
For
the three months
ended
January
31, 2009
|
From March
15, 2007
(date
ofinception)
to
January
31, 2010
|
|
CASH
FLOWS FROM OPERATING ACTIVITIES:
|
|||
Net
loss
|
$ (4,749)
|
$ (22,109)
|
$
(74,421)
|
Adjustments
to reconcile net loss to net cash provided by
operating
activities:
|
|||
Common
shares issued for expenses
|
-
|
-
|
5,000
|
Capital
contributions – expenses
|
2,400
|
2,400
|
20,000
|
Changes
in accounts payable
|
(740)
|
(893)
|
10,200
|
Net
Cash Provided (Used) in Operations
|
(3,089)
|
(20,602)
|
(39,221)
|
CASH
FLOWS FROM INVESTING ACTIVITIES:
|
-
|
-
|
-
|
CASH
FLOWS FROM FINANCING ACTIVITIES
|
|||
Proceeds from loan from related
party
|
71
|
251
|
3,185
|
Proceeds from issuance of common
stock
|
-
|
-
|
40,500
|
71
|
251
|
43,685
|
|
Net
(Decrease) Increase in Cash
|
(3,018)
|
(20,351)
|
4,464
|
Cash
at Beginning of Period
|
7,482
|
31,375
|
-
|
CASH
AT END OF PERIOD
|
$ 4,464
|
$ 11`,024
|
$ 4,464
|
The
accompanying notes are an integral part of these unaudited financial
statements
-6-
BUKA
VENTURES INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
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.
-7-
BUKA
VENTURES INC.
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
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
December 31, 2010 the Company had a net operating loss carry forward of $74,421
for income tax purposes. The tax benefit of approximately $22,300
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 2031.
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.
-8-
|
BUKA
VENTURES INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
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 $3,185 and have made contributions to
capital of $20,000 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.
-9-
|
BUKA
VENTURES INC.
|
(Pre-exploration
Stage Company)
NOTES
TO FINANCIAL STATEMENTS
January
31, 2010
(Unaudited
– Prepared by Management)
7.
|
SUBSEQUENT
EVENTS
|
|
The
Company has evaluated subsequent events from the balance sheet date to
February 10, 2010 and has found no material subsequent events to
report.
|
-10-
ITEM
2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS
The
following discussion and analysis should be read in conjunction with Buka
Ventures Inc. (“Buka”, “we” or “us”) financial statements and the notes related
thereto. The discussion of results, causes and trends should not be construed to
infer conclusions that such results, causes or trends necessarily will continue
in the future.
The
financial statements mentioned above have been prepared in conformity with
accounting principles generally accepted in the United States of America and are
stated in United States dollars.
Forward
Looking Statements
This Form
10-Q 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-Q. These forward-looking statements
address, among others, such issues as:
●
|
the
estimated financial information we are furnishing in this Form
10-Q;
|
|
●
|
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.
Consequently,
these cautionary statements qualify all of the forward-looking statements made
in this Form 10-Q. 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 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-Q,
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.
-11-
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 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. We do not maintain a web
site.
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
$43,786. 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:
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
|
23,000
|
Mineral
exploration program.
|
|
Edgar
filing service fees
|
2,000
|
Engagement
of Edgar service entity to file 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
|
|
38,050
|
|||
Add:
Account Payable
|
10,200
|
Relates
to accounts payable owed to third parties as at January 31, 2010 with no
consideration to amounts owed to related parties
|
|
48,250
|
|||
Deduct:
Cash on hand
|
(4,464)
|
||
Estimated
expenses
|
$43,786
|
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.
-12-
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 three months ended January 31, 2010
For the
period from March 15, 2007 (date of inception) to January 31, 2010, we had a net
loss of $74,421. 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 three months ended January 31,
2010 represents various expenses incurred with payment to our independent
accountants, accrued management, rent and telephone expense, office expenses and
various accrued expenses which have not be paid to date as follows:
Expense
|
Amount
|
Description
|
|
Accounting
and audit
|
$ 1,760
|
Preparation
of working papers for submission to our independent accountants for review
of the financial statements
|
|
Bank
charges
|
18
|
Bank
charges related to our bank account.
|
|
Office
|
71
|
Courier
charges.
|
|
Telephone(1)
|
300
|
The
Company accrues telephone expense of $100 per month.
|
|
Management
fees (1)
|
1,500
|
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 not paid and is credited to Capital in
Excess of Par Value.
|
|
Rent
(1)
|
600
|
The
Company accrues $200 per month for use of an office at the President’s
residence.
|
|
Transfer
agent
|
500
|
Annual
fee to act as transfer agent
|
|
Total
|
$ 4,749
|
||
(1) The
Company does not pay its officers and director 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 offices 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 these 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.
Liquidity
and Capital Resources
As of
January 31, 2010, the Company had cash of $4,464 and current liabilities of
$13,385 representing a negative working capital of $8,921.
-13-
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:
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.
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.
-14-
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.
-15-
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.
-16-
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.
Other
aspects of our Company
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;
|
|
●
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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.
|
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 investors.
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 noted below.
Internal
and External Sources of Liquidity
There are
no material internal or external sources of liquidity.
-17-
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
January 31, 2010 and up to the date of this Form 10-Q, we have no shares of our
common stock that are issued under compensation plans approved by our
shareholders.
ITEM
3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK
Market
Information
Not
applicable
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, as more fully described under ‘Risk
Factors’.
ITEM
4. CONTROLS
AND PROCEDURES
Under the
supervision and with the participation of our management, including the
Principal Executive Officer and Principal Accounting Officer, we have evaluated
the effectiveness of our disclosure controls and procedures as required by
Exchange Act Rule 13a-15(b) as of January 31, 2010 (the “Evaluation Date”).
Based on that evaluation, the Principal Executive Officer and Principal
Accounting Officer have concluded that these disclosure controls and procedures
were not effective as of the Evaluation Date as a result of the material
weaknesses in internal control over financial reporting discussed
below.
Disclosure
controls and procedures are those controls and procedures that are designed to
ensure that information required to be disclosed in our reports filed or
submitted under the Exchange Act are recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed in our
reports filed under the Exchange Act is accumulated and communicated to
management, including our Principal Executive Officer and Principal Accounting
Officer, to allow timely decisions regarding required disclosure.
As of
January 31, 2010, the management of Buka 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.
-18-
Notwithstanding
the assessment that our internal control over financial reporting was not
effective and that there were material weaknesses as identified below, we
believe that our financial statements contained in our Quarterly Report on Form
10-Q for the quarter ended January 31, 2010 fairly present our financial
condition, results of operations and cash flows in all material
respects
Material
Weaknesses
The
Directors have assessed the effectiveness of Buka’s internal control over
financial reporting as of Evaluation Date and identified the following material
weaknesses:
1.
|
Certain
entity level controls establishing a “tone at the top” were considered
material weaknesses. As of January 31, 2010, our audit committee did not
have an independent “expert” on it who could advise our Board as to
financial matters. In addition, there was no policy on
fraud. A whistleblower policy is not necessary given the small
size of the organization.
|
2.
|
Due
to the significant number and magnitude of out-of-period adjustments
identified during the first quarter closing process, our Directors has
concluded that the controls over the quarter-end financial reporting
process were not operating effectively. A material weakness in the
quarter-end financial reporting process could result in us not being
able to meet our regulatory filing deadlines and, if not remediated,
has the potential to cause a material misstatement or to miss a filing
deadline in the future. Our directors override of existing controls is
possible given the small size of the organization and lack of
personnel.
|
3.
|
There
is no system in place to review and monitor internal control over
financial reporting. We maintain an insufficient complement of personnel
to carry out ongoing monitoring responsibilities and ensure effective
internal control over financial
reporting.
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ITEM
4T CONTROLS
AND PROCEDURES
There
were no changes in our internal control over financial reporting during the
quarter ended January 31, 2010 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.
PART
11 – OTHER INFORMATION
ITEM
1. LEGAL
PROCEEDINGS
There are
no legal proceedings to which Buka or 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
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-Q, 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. We operations are not profitable and our
net loss from inception to January 31, 2010 is $74,421. Based upon
current plans, we expect to incur operating losses in future periods in
connection with our exploration and evaluation of our mining claim.
-19-
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:
*
|
our
ability to locate a profitable mineral property;
|
|
*
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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.
-20-
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.
|
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.
-21-
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.
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:
●
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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
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●
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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-Q, 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;
|
●
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Increased
competition and/or variations in mineral prices;
|
●
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Our
ability or inability to generate future revenues; and
|
●
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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.
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-22-
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.
There has been no change in our
securities since the fiscal year ended October 31, 2008.
ITEM
3. DEFAULTS
UPON SENIOR SECURITIES
None
ITEM
4. SUBMISSION
OF MATTERS TO A VOTE OF SECURITY HOLDERS
There have been no matters brought
forth to the securities holders to vote upon during this quarter.
ITEM
5. OTHER
INFORMATION
None
-23-
ITEM
6. EXHIBITS
The
following exhibits are included as part of this report by
reference:
3.1
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Certificate
of Incorporation (incorporated by reference from Buka’s Registration
Statement on Form S-1 filed on December 19, 2008 Registration No.
333-156311)
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|
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)
|
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4
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Stock
Specimen (incorporated by reference from Buka’s Registration Statement on
Form S-1 filed on December 19, 2008, Registration No.
333-156311)
|
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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)
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SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.
BUKA VENTURES INC.
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(Registrant)
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Date: February
10, 2010
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RITESH CHANDRA SINGH
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Chief
Executive Officer, President and Director
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Date: February
10, 2010
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RANJANA BHARAT
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Chief
Financial Officer, Chief Accounting
Officer,
Secretary and Director
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