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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, 2012


( )

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)


Issuer’s telephone number    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    [ X ]  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   [ X ] 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.  [ X  ]  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).    [ X ] 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 [  ]   No   [X]


The aggregate market value of the voting and non-voting common equity held by non-affiliates as of April 30, 2012 was $0.


(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:


January 29, 2013: 46,500,000 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.

8

 

 

 

ITEM 2.

Properties.

8

 

 

 

ITEM 3.

Legal Proceedings.

17

 

 

 

ITEM 4.

Submission of Matters to Vote of Securities Holders

17

 

 

 

PART II

 

 

 

 

 

ITEM 5.

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


17

 

 

 

ITEM 6

Selected Financial Information.

17

 

 

 

ITEM 7.

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


18

 

 

 

ITEM 7A.

Quantitative and Qualitative Disclosure about Market Risk.

23

 

 

 

ITEM 8.

Financial Statement and Supplementary Data.

23

 

 

 

ITEM 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.


23

 

 

 

ITEM 9A

Controls and Procedures.

23

 

 

 

ITEM 9B

Other information

25

 

 

 

PART III

 

 

 

 

 

ITEM 10.

Directors, Executive Officers and Corporate Governance.

25

 

 

 

ITEM 11.

Executive Compensation.

27

 

 

 

ITEM 12.

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


28

 

 

 

ITEM 13.

Certain Relationships and Related Transactions, and Director Independence.

29

 

 

 

ITEM 14

Principal Accounting Fees and Services.

30

 

 

 

PART IV

 

 

 

 

 

ITEM 15.

Exhibits, Financial Statement Schedules

31

 

 

 

 

SIGNATURES

33






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 incorporated 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 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.



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.   



4



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, 2012 is $122,325.  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:


 

*

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



5



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 a 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.

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.



6



Neither of our two directors has visited the Sigatoka Gold Claim.


Our two directors have not visited the Sigatoka mineral claim.  Therefore, they have no personal knowledge of the mineralization on each of the claims, the terrain and the possibilities of hazards during exploration activities.  They have had to rely upon the advice and opinions of the geologists working on each of the claims.

 

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 30% of his time, approximately 48 hours per month, to our business.  Our Chief Financial Officer and Secretary-Treasurer will be devoting only approximately 20% of his time, or 32 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.


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 26,500,000 shares of common stock representing 57% of our outstanding shares.


There may be in the future no market for our common stock.  


Our common stock is listed on the OTC Bulletin Exchange (OTCBB).   There may not be a market developed for our shares in order that our shareholders might be able to sell their shares.  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.  


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


Even though 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, stocks traded on the OTCBB 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.



7




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.


Our Company is the only party having an interest in Sigatoka Gold Claim and it has not entered into any agreements regarding the Claim and there are no outstanding royalties or charges of any kind.


Since the acquisition of the Sigatoka Gold Claim was subject to a private transaction, rather than obtaining the Claim directly from the Government of Fiji, by law, our Company must provide a royalty to the Government of Fiji (13.75%) from the revenue from the production of minerals so long as the Claim is owned by Buka. 



8




The claim was assigned to Buka from Omega Ventures Inc. an unrelated company incorporated in Fiji, and a transfer of title was made with the Fiji Ministry of Mines. The assignment cost was $5,000 including a geological report. Therefore, Buka acquired the surface rights to the minerals and any minerals located beneath the soil.  A subsequent application for a mining license is $825 and is due and payable upon filing an application for the mining license. The Company is responsible upon obtaining an interest in the claim to adhere to the safety and environmental requirements of Fiji.  


The following represents certain identifying information in locating and verifying ownership of the Sigatoka Gold Claim:


Claim Name:

Sigatoka Gold Claim

License Number:

AG29564301

Latitude:

18º 10 ’59” South

Longitude:

177º 31’ 0” East

Assignment Transfer:

Omega Ventures Inc.

Registered Owner:

Buka Ventues, Inc. [fee simple]


The Claim is in good standing until such time as the Company decides to abandon it.  When Buka undertakes an exploration program it is required to obtain a mining license from the Ministry of Mines with a payment by Buka of $825 which is renewable each year at the same fee cost.



9



[bukafinal001.jpg]



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.




10




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.


Our Claim is within the electrical circuit of the area and if power does fail during a period of exploration when it is required the Company will use back up generators.   These are available in the nearby towns.


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.



11



[bukafinal002.jpg]





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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.


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.





13



[bukafinal003.jpg]


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.


The potential reserves are unproven as of yet and no mineralization is apparent for the property.  To date Buka has not undertaken any exploration work on the Sigatoka Gold Claim.




14




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.


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.


Plant and Equipment


The age and details as to modernization and physical condition of plant and equipment, etc. cannot be stated at this time.  This will depend on the exploration company used by the Company.   The average age, however, of equipment used by Fijian exploration companies is in excess of 10 to 15 years old.   The equipment is not very modern due to numerous sanctions that have been imposed by South Pacific and other governments in response to the various coup d’états that have occurred in Fiji over the last twenty years.


There is no plant or equipment on the Sigatoka Gold Claim at the present time.



15




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.

One of the major prerequisites for the approval of a Prospecting License or Mining Lease application is the approval of the EIA/EMP by the Dept of Environment. For current prospecting activities/mining operations, relevant waste discharge permits apply.  Additionally, the MRD’s Environment Division carries out on-site environmental inspections to ensure waste emissions are within the discharge permit/mine environmental release guidelines and comply with socio-environmental standards, which are benchmarked against international standards/best practices.


The Director of Mines at the Mineral Resources Department, grants Prospector's Rights under the Mining Act. With the consent of the Minister, the Director also grants Prospecting Licenses, Special Prospecting Licenses, Permits to Mine, Mining Leases, Special Mining Leases, Special Site Rights, and Road Access Licenses. Applications for any Right, License or Lease are considered on their own merit. The criteria for assessing merit are: the expertise and capacity/capability of the applicant to undertake the geological program, any past record that the prospecting company has in mineral exploration, and the financial standing of the company in terms of its financial ability to undertake the proposed work program.   Fees are determined at the time of application.

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.

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.



16



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, 2012, Buka had 41 shareholders; two of these shareholders are 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.


Operation Statement Data


 

For the year

ended

October 31, 2012

March 15, 2007

(date of inception) to

October 31, 2012

 

 

 

Revenue

$

$

Exploration expenses

8,922 

General and Administrative

23,567 

108,403 

Net loss

(23,567)

(122,325)

 

 

 

Weighted average shares outstanding (basic)

 

46,210,382 

 

Weighted average shares outstanding (diluted)

46,210,382 

 

Net loss per share (basic)

$

(0.00)

 

Net loss per share (diluted)

$

(0.00)

 


Balance Sheet Data


Cash

$

53,939

         

Prepaid expense

8,050

 

Total assets

61,989

 

Total liabilities

44,014

 

Total Stockholders’ deficiency

17,975

 


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



17




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;

 

 

 

 

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-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 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 full-time employees and our management devotes a small percentage of their time to the affairs of the Company.



18




PLAN OF OPERATIONS


Our financial commitments for the next twelve months consist of primarily related expenses of approximately $20,000 associated with the initiation of a mineral exploration program for a total estimate of expenses and cash requirements of $9,067.  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

$

5,040 

 

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

5,700 

 

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.

Filing fees

4,000 

 

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

1,000 

 

Miscellaneous expenses.

 

39,025 

 

 

Add: Account Payable

23,981 

 

Relates to accounts payable owed to third parties as at October 31, 2012 with no consideration to amounts owed to related parties.

Estimated cash requirements

before cash on hand

63,006 

 

 

Deduct: Cash on hand

(53,939)

 

As at October 31, 2012

Estimated cash needed

$

9,067 

 

 


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, 2012


For the period from November 1, 2011 to October 31, 2012, we had a net loss of $23,567 and a total net loss from March 15, 2007 (date of inception) to October 31, 2012 of $122,325.  Our loss for the year ended



19



October 31, 2012 represents various expenses incurred with payment to our independent accountants, office expenses and various accrued expenses which have not been paid to date as follows:



Expense

October

31, 2012

October

31, 2011

 


Description

 

 

 

 

 

Accounting and audit

$

10,740

$

11,412

 

Audit fees and preparation of working papers for submission to our independent accountants.  

Bank charges

-

72

 

Bank charges related to our bank account.

Consulting

5,000

-

 

Fee for organizing Phase I exploration program.

Filing fees

4,881

1,355

 

Filing reports with SEC under XBRL filings. (*)

Office

766

275

 

Office supplies including photocopying, courier and faxing documents.

Transfer agent

2,180

1,725

 

Annual list of officers and directors, resident agent service and business license and other charges.

Total

$

23,567

$

14,839

 

 


(*)

The increase in Filing Fees relates to obtaining a new edgar filer who required an initial payment of $6,000 in addition to quarterly charges of approximately $350 whereas the former edgar filer charged $1,565 and $1,371 for the quarters ended October 31, 2011 and January 31, 2012 respectively.


Liquidity and Capital Resources


As of October 31, 2012, the Company had cash of $53,939, prepaid expenses of $8,050 and current liabilities of $44,014 representing working capital of $17,975.


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


In presenting our financial statements in conformity with U.S. generally accepting accounting principles, or GAAP, we are required to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, costs and expenses and related disclosures.


Some of the estimates and assumptions we are required to make relate to matters that are inherently uncertain as they pertain to future events. We base these estimates and assumptions on historical experience or on various other factors that we believe to be reasonable and appropriate under the circumstances. On an ongoing basis, we reconsider and evaluate our estimates and assumptions. Actual results may differ significantly from these estimates.


We believe that the critical accounting policies listed below involve our more significant judgments, assumptions and estimates and, therefore, could have the greatest potential impact on our financial statements. In addition, we believe that a discussion of these policies is necessary to understand and evaluate the financial statements contained in this prospectus.


Estimates and Assumptions


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


Mineral property acquisition and exploration costs


The cost of acquiring mineral properties or claims is initially capitalized and then tested for recoverability whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. Mineral exploration costs are expensed as incurred.



20




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.


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 plans to complete Phase I of our exploration program during the spring of 2013.  


We have relied upon advances from our directors to assist in financing the Company’s operations since inception.  As of the October 31, 2012 our directors had advanced an aggregate total of $20,033 to the Company.


Since our inception we have incurred the following expenses:


Accounting and audit

$  43,317

 

Accounting and audit fees since inception.

Bank charges

586

 

 

Consulting

20,000

 

Preparation of Form S-1 by legal counsel.

Exploration expenses

8,922

 

Property purchase, mining license and other expenses.

Filing fees

12,331

 

Filing with State of Nevada for annual report and cost of edgar and XBRL filings.

Impairment loss on mineral claim

5,000

 

The price to acquire the Sigatoka Gold Claim.

Incorporation costs

800

 

Cost of incorporation in State of Nevada.

Legal

1,500

 

Legal opinion under Exhibit 5 to Form S-1.

Management fees

15,500

 

Management fees formerly accrued (*).

Office

2,197

 

Photocopying, delivery and fax.

Rent

6,200

 

Rent formerly accrued (*).

Telephone

3,100

 

Telephone formerly accrued (*).

Transfer agent fees

  7,622

 

Annual transfer agent fees and certificate issuance.

 

 

 

 

Total

$ 127,075  

 

 

(*)  Previously the Company accrued as an expense on a monthly basis for management fees, rent and telephone with an offsetting entry to Capital in Excess of Par Value.   This accounting practice is not longer adhered to.


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



21



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.

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” on page 5.



22



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, 2012 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, 2012 have been audited by our independent accountants, Sadler Gibb & Associates, LLC, 291 South 200 West, Farmington, Utah, 84025 and attached hereto.



ITEM 9.

CHANGES IN AND DISAGREEMENT WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE


None.


Disclosure Controls and Procedures


Under the supervision and with the participation of our management, including the Principal Executive Officer, Ms. Ritesh Singh, and Principal Accounting Officer, Ms. Ranjana Bharat, we have evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of October 31, 2012 (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.


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 Annual Report on Form 10-K for the fiscal year ended October 31, 2012 fairly present our financial condition, results of operations and cash flows in all material respects.



23




Management’s Report on Internal Control over Financial Reporting


Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process, under the supervision of the Chief Executive Officer and the Chief Financial Officer, designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external purposes in accordance with United States Generally Accepted Accounting Principles (GAAP). Internal control over financial reporting includes those policies and procedures that:


-

Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the Company's assets;


-

Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures are being made only in accordance with authorizations of management and the Board of Directors; and


-

Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company's assets that could have a material effect on the financial statements.


Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions or that the degree of compliance with the policies or procedures may deteriorate.


The Company's management conducted an assessment of the effectiveness of the Company's internal control over financial reporting as of October 31, 2012, based on criteria established in Internal Control –Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). As a result of this assessment, management identified a material weakness in internal control over financial reporting.


A material weakness is a deficiency, or a combination of deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of the Company's annual or interim financial statements will not be prevented or detected on a timely basis.


The material weakness identified is described below.


1.

Certain entity level controls establishing a “tone at the top” were considered material weaknesses.  As of October 31, 2012, the Company did not have a separate audit committee or a 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 year- end closing process, management has concluded that the controls over the period-end financial reporting process were not operating effectively. A material weakness in the period-end financial reporting process could result in us not being able to meet our regulatory filing deadlines and, if not remedied, has the potential to cause a material misstatement or to miss a filing deadline in the future. Management 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. The Company maintains an insufficient complement of personnel to carry out ongoing monitoring responsibilities and ensure effective internal control over financial reporting.


As a result of the material weakness in internal control over financial reporting described above, the Company's management has concluded that, as of October 31, 2012, the Company's internal control over financial reporting was not effective based on the criteria in Internal Control - Integrated Framework issued by COSO.



24




This Annual Report does not include an attestation report of our independent registered public accounting firm regarding internal control over financial reporting. We were not required to have, nor have we, engaged our independent registered public accounting firm to perform an audit of internal control over financial reporting pursuant to the rules of the Securities and Exchange Commission that permit us to provide only management's report in this Annual Report.


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.


 Name

Age

Became a Director

Position

 

 

 

 

Ritesh Chandra Singh

35

2007

Chief Executive Officer, President and Director

 

 

 

 

Ranjana Bharat

37

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.



25




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 spring of 2013 to assist in conducting 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;


(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.



26




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, until July 31, 2010, the Company accrued $500 per month for management fees related to services provided by the officers to the Company.  This accrual was 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 was offset against a credit to “Capital in Excess of Par Value.”  After July 31, 2010, the Company ceased this practice of accruing management fees as described above.


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 five fiscal years ended October 31 2012, 2011, 2010, 2009, and 2008.


SUMMARY COMPENSATION TABLE


Name and principal

Position


Year


Salary

Option

Award

All other

Compensation


Total

 

 

 

 

 

 

Ritesh Chandra Singh

Chief Executive Officer

2008

2009

2010

2011

2012

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

0

 

 

 

 

 

 

Ranjana Bharat

Chief Financial Officer

2008

2009

2010

2011

2012

0

0

0

0

0

0

0

0

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.




27




ITEM 12

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

The following table sets forth, as at January 18, 2013, 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 possess sole voting and dispositive power with respect to the shares.


Name

Common Shares

Owned


Percentage

 

 

 

Ritesh Chandra Singh

21 Luke Street

Vatuwaga, Suva, Fiji

18,000,000

38.7

 

 

 

Ranjana Bharat

20 Howell Road

Samabula, Suva, Fiji

8,500,000

18.3

 

 

 

Directors and Officers as a group

26,500,000

57.0


(1)

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


(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 transferred, sold or traded unless the shares adhere to the requirements of Rule 144.


Related Party Transactions


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


Director Independence


Neither of our directors is 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 46,500,000 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 of 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.



28




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.  


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.



29




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.


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, 2012 and 2011, 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:  $800 for the quarters ended January 31, April 30, and July 31, and $3,700 for the October 31, 2012 audit, and $3,300 for the October 31, 2011 audit.

 

(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, 2012 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, 2012 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.



30




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)




31




Financial Statement Schedules.  


The following financial statements are included in this report:


Title of Document

Page

 

 

Report of Madsen & Associates CPA’s, Inc.

34

 

 

Consent of Madsen & Associates CPA’s, Inc.


Report of Sadler Gibb & Associates, LLC


Balance Sheets as at October 31, 2012 and 2011

35


36


37

 

 

Statement of Operations for the years ended October 31, 2012 and 2011  and for the period from March 15, 2007 (date of inception) to October 31, 2012

38

 

 

Statement of Stockholders’ Deficiency for the period from March 15, 2007 (date of inception) to October 31, 2012

39

 

 

Statement of Cash Flows for the years ended October 31, 2012 and 2011 and for the period from March 15, 2007 (date of inception) to October 31, 2012

40

 

 

Notes to the Financial Statements

41












32






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 29, 2013


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 29, 2013


By:   RANJANA BHARAT

Ranjana Bharat

Chief Accounting Officer,

Chief Financial Officer and Director


Date: January 29, 2013


















33




MADSEN & ASSOCIATES CPA’s, INC.

684 East Vine Street, #3

Certified Public Accountants

Murray, Utah, 84107

  

Telephone 801-268-2632

  

Fax 801-262-3978


To the Board of Directors and

Stockholders of Buka Ventures Inc.

(A Pre-Exploration Stage Company)


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We have audited the accompanying balance sheets of Buka Ventures Inc. (A Pre-Exploration Stage Company) (The Company) as of October 31, 2011 and 2010, and the related statements of operations, stockholders’ deficiency, and cash flows for each of the years in the two-year period ended October 31, 2011, and for the period from March 15, 2007 (date of inception) to October 31, 2011. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audits.


We conducted our audits 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 of the company’s internal control over financial reporting.   Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide 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. (a Pre-Exploration Stage Company) as of October 31, 2011 and 2010, and the results of its operations and its cash flows for each of the years in the two-year period ended October 31, 2011, and the period from March 15, 2007 (date of inception) to October 31, 2011, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, 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.



/s/ Madsen & Associates CPA’s. Inc.

Murray, Utah

January 29, 2013




34



CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the use in this Annual Report on Form 10-K of Buka Ventures Inc. for the year ended October 31, 2012, of our report dated January 5, 2012 relating to the financial statements for the years ended October 31, 2011 and 2010, and for the period from March 15, 2007 (date of inception) to October 31, 2011 listed in the accompanying index.



/s/ Madsen & Associates CPA’s, Inc.


Madsen & Associates CPA’s, Inc.

Murray, Utah

January 29, 2013



35




[bukafinal004.jpg]

 

 

 

 

 


 


REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and

Stockholders of Buka Ventures Inc.

(A Pre-Exploration Stage Company)


We have audited the accompanying balance sheets of Buka Ventures Inc. (a Pre-Exploration Stage Company) (the Company) as of October 31, 2012, and the related statements of operations, stockholders’ deficiency, and cash flows for the year ended October 31, 2012, and for the period March 15, 2007 (date of inception) to October 31, 2012. The Company’s management is responsible for these financial statements. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of the Company for the year ended October 31, 2011, and for the period March 15, 2007 (date of inception) to October 31, 2011 were audited by other auditors whose report, dated January 5, 2012, expressed an unqualified opinion on those statements.


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 of the company’s internal control over financial reporting.   Accordingly, we express no such opinion.  An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provide 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. (a Pre-Exploration Stage Company) as of October 31, 2012, and the results of its operations and its cash flows for the year ended October 31, 2012, and for the period March 15, 2007 (date of inception) to October 31, 2012, in conformity with accounting principles generally accepted in the United States of America.


The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company will need additional working capital to service its debt and for its planned activity, 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.


/s/ Sadler, Gibb & Associates, LLC


Farmington, UT

January 29, 2013



36




BUKA VENTURES INC.

(Pre-Exploration Stage Company)

BALANCE SHEETS


 

October 31, 2012

 

October 31, 2011

ASSETS

 

 

 

 

 

 

 

CURRENT ASSETS

 

 

 

 

 

 

 

Cash

$    53,939

 

$      4,305

Prepaid expense

8,050

 

-

 

 

 

 

Total Current Assets

$    61,989

 

$      4,305

 

 

 

 

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIENCY)

 

 

 

 

 

 

 

CURRENT LIABILITIES

 

 

 

 

 

 

 

Accounts payable

$   23,981

 

$      18,055

Advances from related parties

20,033

 

14,708

 

 

 

 

Total Current Liabilities

44,014

 

32,763

 

 

 

 

COMMITMENTS AND CONTINGENCIES


STOCKHOLDERS’ EQUITY (DEFICIENCY)

-

 

-

 

 

 

 

Common stock

 

 

 

750,000,000 shares authorized, at $0.001 par value;

 

 

 

46,500,000 shares issued and outstanding as of October 31,   2012, 45,500,000 shares issued and outstanding as of   October 31, 2011  



46,500

 



45,500

Capital in excess of par value

93,800

 

24,800

Deficit accumulated during the pre-exploration stage

(122,325)

 

(98,758)

 

 

 

 

Total Stockholders’ Equity (Deficiency)   

   17,975

 

(28,458)

 

 

 

 

Total Liabilities and Stockholders’ Equity (Deficiency)

$   61,989

 

$      4,305




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









37




BUKA VENTURES INC.

(Pre-Exploration Stage Company)

STATEMENTS OF OPERATIONS


For the years ended October 31, 2012 and 2011 and for the period from March 15, 2007 (date of inception) to October 31, 2012


 

For the

Year

Ended

October 31, 2012

 

For the

Year

Ended

October 31, 2011

 

From

March 15, 2007

(date of inception) to

October 31, 2012

 

 

 

 

 

 

REVENUE

$             -

 

$              -       

 

$              -

 

 

 

 

 

 

EXPENSES

 

 

 

 

 

 

 

 

 

 

 

Impairment loss on mineral claim

-

 

-

 

5,000

Exploration costs

-

 

-

 

8,922

General and administrative

23,567

 

14,839

 

108,403

 

 

 

 

 

 

NET LOSS

$   (23,567)

 

$       (14,839)

 

$    (122,325)

 

 

 

 

 

 

NET LOSS PER COMMON SHARE

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

$       (0.00)

 

$          (0.00)

 

     

 

 

 

 

 

 

WEIGHTED AVERAGE OUTSTANDING SHARES

 

 

 

 

 

 

 

 

 

 

 

Basic and diluted

46,210,382

 

45,500,000

 

 


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















38



BUKA VENTURES INC.

 (Pre-Exploration Stage Company)

STATEMENT OF STOCKHOLDERS' DEFICIENCY

Period  March 15, 2007 (date of inception) to October 31, 2012



 


      Common

Shares


Stock

Amount

    Capital in

    Excess of

    Par Value     


Accumulated

    Deficit



        Total

 

 

 

 

 

 

Balance March 15, 2007

                      -

   $             -

   $             -

  $                -

$            -

 

 

 

 

 

 

Issuance of common shares for reimbursement

of  expenses at $.001 –   October 31, 2007


       5,000,000


           5,000

         

                   -


                   -


        5,000

 

 

 

 

 

 

Net operating loss for the period March 15,

2007  (date of Inception) to October 31, 2007


                     -


                   -

      

                   -     


             (7,375)


      (7,375)

 

 

 

 

 

 

Balance as at October 31, 2007

       5,000,000   

            5,000

                   -

             (7,375)

      (2,375)

 

 

 

 

 

 

Issuance of common shares for cash at

    $.001 -  October 31, 2008

 

    40,500,000

        

          40,500

             

                   -

      

                      -


       40,500

 

 

 

 

 

 

Capital contributions – expenses

                     -

                   -

            8,000

                      -

         8,000

 

 

 

 

 

 

Net operating loss for the year ended

   October 31, 2008


                     -


                   -


                    -       


            (23,172)


     (23,172)

 

 

 

 

 

 

Balance as at October 31, 2008

     45,500,000

          45,500

            8,000

            (30,547)

       22,953

 

 

 

 

 

 

Capital contributions – expenses

                     -

                   -

 

 

 

 

 

 

            9,600

 

         9,600

Net operating loss for the year ended

   October 31, 2009


                     -


                   -


                    -     


            (39,125)


     (39,125)

 

 

 

 

 

 

Balance as at October 31, 2009

    45,500,000

         45,500

          17,600

             (69,672)

       (6,572)

 

 

 

 

 

 

Capital contributions - expenses

                     -

                   -

            7,200

                        -

         7,200

 

 

 

 

 

 

Net operating loss for the year ended

   October 31, 2010


                     -


                   -


                    -


            (14,247)


     (14,247)

 

 

 

 

 

 

Balance as at October 31, 2010

    45,500,000                

         45,500

          24,800

            (83,919)

     (13,619)

 

 

 

 

 

 

Net operating loss for the year ended

October 31, 2011


                     -


                   -


                    -


            (14,839)


     (14,839)

 

 

 

 

 

 

Balance as at October 31, 2011

    45,500,000

         45,500

          24,800

            (98,758)

     (28,458)

 

    

         

         

           

      

Issuance of common shares for cash at

$0.07– February 15, 2012


      1,000,000    

 

           1,000        


          69,000         

           

                       -

 

       70,000     

 

    

         

         

           

      

Net operating loss for the year ended

October 31, 2012

    

                    -


                  -       


                   -                          

          

            (23,567)

      

      (23,567)

 

    

         

         

           

      

Balance as at October 31, 2012

   46,500,000    

   $    46,500         

   $    93,800      

   $     (122,325)        

 $     17,975

 

    

         

         

           

      

 

    

         

         

           

      



The accompanying notes are an integral part of these financial statements



39





BUKA VENTURES INC.

(Pre-Exploration Stage Company)

STATEMENTS OF CASH FLOWS


For the years ended October 31, 2012 and 2011 and for the period from March 15, 2007 (date of inception) to October 31, 2012


 



For the year

Ended

Oct. 31, 2012

 



For the year

Ended

Oct. 31, 2011

 

From

March 15,

2007 (date of

inception) to

Oct. 31, 2012

 

 

 

 

 

 

CASH FLOWS FROM OPERATING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Net loss

$

(23,567)

 

$

(14,839)

 

$

(122,325)

 

 

 

 

 

 

Adjustments to reconcile net loss to net cash (used) in

operating activities:

 

 

 

 

 

 

 

 

 

 

 

Impairment loss on mineral claim

 

 

5,000 

Common shares issued for expenses

 

 

5,000 

Capital contributions – expenses paid by Officers and issuance of common stock

 

 

24,800 

Changes in operating assets and liabilities:

 

 

 

 

 

Prepaid expense

(8,050)

 

 

 

(8,050)

Changes in accounts payable

5,926 

 

5,712 

 

23,981 

 

 

 

 

 

 

Net Cash (Used) in Operating Activities

(25,691)

 

(9,127)

 

(71,594)

 

 

 

 

 

 

CASH FLOWS FROM INVESTING ACTIVITIES:

 

 

 

 

 

 

 

 

 

 

 

Acquisition of mineral claim

 

 

(5,000)

Net Cash (Used) in Investing Activities

 

 

(5,000)

 

 

 

 

 

 

CASH FLOWS FROM FINANCING

ACTIVITIES

 

 

 

 

 

 

 

 

 

 

 

Advances from related parties

5,325 

 

9,055 

 

20,033 

Proceeds from issuance of common stock

70,000 

 

 

110,500 

 

 

 

 

 

 

Net Cash Provided by Financing Activities

75,325 

 

9,055 

 

130,533 

 

 

 

 

 

 

Net Increase (Decrease) in Cash

49,634 

 

(72)

 

53,939 

 

 

 

 

 

 

Cash at Beginning of Period

4,305 

 

4,377 

 

 

 

 

 

 

 

CASH AT END OF PERIOD

$

53,939 

 

$

4,305 

 

$

53,939 


SUPPLEMENTAL DISCLOSURE OF

NONCASH FINANCING ACTIVITIES

 

 

 

 

 

 

 

Capital contributions – expenses paid by Officers

$

-

$

-

$

24,800


The accompanying notes are an integral part of these financial statements



40





BUKA VENTURES INC.

(Pre-Exploration Stage Company)

NOTES TO FINANCIAL STATEMENTS

October 31, 2012


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 anti-dilutive and then the basic and diluted per share amounts are the same. As of October 31, 2012 and 2011, no such common equivalent shares were excluded from net income (loss) per share.


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.




41




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.


The Company’s deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):



Year Ending

Estimated NOL

Carry-Forward


NOL

Expires

Estimated Tax

Benefit from

NOL


Valuation

Allowance


Net Tax Benefit

 

 

 

 

 

 

2007

7,375

2027

2,508

(2,508)

-

 

 

 

 

 

 

2008

23,172

2028

7,878

(7,878)

-

 

 

 

 

 

 

2009

39,125

2029

13,303

(13,303)

-

 

 

 

 

 

 

2010

14,247

2030

4,844

(4,844)

-

 

 

 

 

 

 

2011

14,839

2031

5,045

(5,045)

-

 

 

 

 

 

 

2012

23,567

2032

8,013

(8,013)

-

 

 

 

 

 

 

 

$

122,325

 

$

41,591

$

(41,591)

$

-


The total valuation allowance as of October 31, 2012 was $41,591 which increased by $8,013 for the year ended October 31, 2012.


As of October 31, 2012 and 2011, the Company has no unrecognized income tax benefits. The Company’s policy for classifying interest and penalties associated with unrecognized income tax benefits is to include such items as tax expense. No interest or penalties have been recorded during the years ended October 31, 2012, and 2011 and no interest or penalties have been accrued as of October 31, 2012 and 2011.  As of October 30, 2012 and 2011, the Company did not have any amounts recorded pertaining to uncertain tax positions.  


The tax years from 2007 and forward remain open to examination by federal and state authorities due to net operating loss and credit carryforwards. The Company is currently not under examination by the Internal Revenue Service or any other taxing authorities.


  


Impairment of Long-lived Assets


The Company reviews and evaluates long-lived assets for impairment when events or changes in circumstances indicate that the related carrying amounts may not be recoverable.  The assets are subject to impairment consideration under ASC 360-10-35-17 if events or circumstances indicate that their carrying amounts might not be recoverable.   When the Company determines that an impairment analysis should be done, the analysis will be performed using rules of ASC 930-360-35, Asset Impairment, and 360-10-15-3 through 15-5, Impairment or Disposal of Long-Lived Assets.



42




Advertising and Market Development


The company expenses advertising and market development costs as incurred.


Subsequent Events


We have evaluated subsequent events through the date of issuance of the financial statements, and did not have any material recognizable subsequent events.


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.


Mineral Property Acquisition and Exploration Costs


Mineral property acquisition costs are initially capitalized when incurred. These costs are then assessed for impairment when factors are present to indicate the carrying costs may not be recoverable. Mineral exploration costs are expensed when incurred.


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.


Reclassifications


Certain prior period amounts have been reclassified to conform with current period presentation.


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.


During 2007, the Company determined the $5,000 mineral property acquisition cost was impaired, and recorded a related impairment loss in the statement of operations.



43




4.

SIGNIFICANT TRANSACTIONS WITH RELATED PARTIES


During the years ended October 31, 2012 and 2011, one of the directors made advances to the Company in the amount of $5,325 and $9,055, respectively.


The two officers-directors have acquired 57% of the common stock issued, have made net advances to the Company of $20,033 and have made contributions to capital of $24,800 in the form of expenses paid for the Company. The advances are non-interest bearing and payable on demand.


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.


Under an effective registration statement, the directors and officers sold 20,000,000 common shares to other investors in March 2009.


On February 15, 2012, the Company issued 1,000,000 common shares to one of its Directors at a price of $0.07 per share, for total consideration of $70,000.


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 advances from related parties, and equity funding, which will enable the Company to operate for the coming year.













44





Exhibit 31.1   

The certification required by Rule 13a-14a (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17CFR 240. 15d-14(a))


I, Ritesh Chandra Singh, certify that:


1.

I have reviewed this Form 10-K of Buka Ventures Inc. (the “registrant”);


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal controls over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operations of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date:  January 29, 2013


RITESH CHANDRA SINGH

Ritesh Chandra Singh

Chief Executive Officer, President and Director






45





Exhibit 31.2

The certification required by Rule 13a-14a (17 CFR 240.13a-14(a)) or Rule 15d-14(a) (17CFR 240. 15d-14(a))


I, Ranjana Bharat, certify that:


1.

I have reviewed this Form 10-K of Buka Ventures Inc. (the “registrant”);


2.

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


3.

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act 13a-15(e) and 15d – 15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f) for the registrant and have:


(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)

Designed such internal controls over financing reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;


(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end to the period covered by this report based on such evaluation; and


(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal year (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):


(a)

All significant deficiencies and material weaknesses in the design or operations of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.


Date: January 29, 2013


RANJANA BHARAT

Ranjana Bharat

Chief Financial Officer, Secretary and Director





46





Exhibit 32.1


CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report (the “Report”) on the Form 10-K of Buka Ventures Inc. (the “Company”) for the year ended October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof, I, Ritesh Chandra Singh, Chief Executive Officer, President and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:


1.The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934, as amended; and


2.The information contained in this Report fairly presents, in all material respects, the financial condition and results of operation of the Company.



Date: January 29, 2013

 

   RITESH CHANDRA SINGH

Ritesh Chandra Singh

          Chief Executive Officer,

            President and Director

























47




Exhibit 32.2



CERTIFICATE PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002



In connection with the Annual Report (the “Report”) on the Form 10-K of Buka Ventures Inc. (the “Company”) for the year ended October 31, 2012, as filed with the Securities and Exchange Commission on the date hereof, I, Ranjana Bharat, Chief Accounting Officer, Chief Financial Officer and Director, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of my knowledge and belief:


1.    The Report fully complies with the requirements of Section 13 (a) or 15 (d) of the Securities and Exchange Act of 1934, as amended; and


2.    The information contained in this Report fairly presents, in all material respects, the financial condition and results of operation of the Company.



Date: January 29, 2013

         RANJANA BHARAT

 

  Ranjana Bharat

             Chief Accounting Officer,

     Chief Financial Officer and Director






















48